A letter from Gregory Heckman,
Bunge CEO
Dear Shareholders,
In 2024, our team took important steps toward
building a stronger Bunge with an unwavering
commitment to growth and continuous improvement.
We advanced key initiatives as we navigated a complex
global environment to deliver value to our
stakeholders.
We are in the final stages of the regulatory approval
process for our business combination with Viterra.
Teams from both companies have been hard at work
planning for the integration to ensure our two key day
one goals – safe operations and business continuity. We
look forward to the day when we can begin to realize the
promise of this transaction: using an enhanced
geographical balance, increased access to more key
origination markets and a diversified agriculture
network covering all major crops to provide solutions for
farmers and consumers in any environment.
We also expect to close soon on our acquisition of CJ
Selecta, a premier soy protein concentrate producer in
Brazil, further solidifying our presence in this vital
growth market. In addition, we recently finalized our
innovative partnership with Repsol to develop lower-
carbon intensity feedstocks. This collaboration
represents a pivotal step toward decarbonizing
agriculture and the role we can play in the liquid fuels
supply chain and builds on other successful
sustainability programs.
We expanded our regenerative agriculture program in
Brazil and completed a commercial pilot season in the
U.S. in our efforts to provide lower-carbon solutions for
farmers and end-customers. Working with our partners
Corteva and Chevron, farmers planted over 5,000 acres
of winter canola in the southern U.S. After a successful
harvest, we have significantly increased acreage to
35,000 for this coming crop year. We hope to build on
these promising results to meet consumers’ growing
demand for energy, creating a more environmentally
sustainable future – while driving additional revenue
sources for farmers.
Growth also came through our continuous improvement
efforts. We have been investing in our facilities to
improve their efficiency. With those investments
combined with our Bunge Production System, the
industrial operations team set more than 150
production records including crushing and refining
volumes at many plants while many also reduced
unplanned downtime.
While improving the plants of today, we are also building
for tomorrow with several large-scale construction
projects. We opened a new multi-oil plant in India with
another under construction in Europe. In the U.S., a soy
protein concentrate plant will go online in 2025 and is
expected to be the largest single line food SPC plant in
the world. Two projects are under construction at our
port complex in Destrehan, Louisiana – a barge unloader
and a crush plant that will be capable of processing both
soy and softseeds serving both domestic and export
markets.
As we continue to focus on our core business, we
completed the sale of our sugar and bioenergy joint
venture in Brazil. This strategic decision streamlined our
operations and as a result, we were able to enhance our
stock repurchase program; along with dividends, we
returned nearly $1.5 billion to shareholders in 2024.
Share buybacks will remain an important part of our
capital allocation strategy moving forward.
We are proud of what our team achieved, particularly in
a market environment that was more difficult than we’ve
experienced in recent years. Industry margins in South
America were challenged throughout the oilseed and
grain value chains, including our joint ventures. We also
felt the impact of a declining margin environment later in
the year in North America from biofuel and trade
uncertainty.
Despite the challenges, our team consistently
demonstrated a commitment to working as One Bunge,
with a culture of belonging and engagement. This
enabled us to draw on the unique perspectives of our
global team to deliver on our core business, execute our
biggest capital program ever while planning for the
integration of the largest transaction in our 200+ year
history.
As we look to 2025, the macro environment remains
uncertain. Geopolitical challenges with more balanced
supply and demand will require the agility and
experience of the entire Bunge team to drive
performance. We are confident in our team’s capability
to continue to create value for our shareholders as we
support global food security by more efficiently and
sustainably delivering essential food, feed and fuel to the
world.
Thank you for your continued support.
Sincerely,
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, 2024
Or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from to
Commission File Number 000-56607
BUNGE GLOBAL SA
(Exact name of registrant as specified in its charter)
Switzerland
98-1743397
(State or other jurisdiction of incorporation or
organization)
(I.R.S. Employer Identification No.)
Route de Florissant 13
1206 Geneva, Switzerland
N.A.
(Address of registered office and principal executive offices)
(Zip Code)
1391 Timberlake Manor Parkway
Chesterfield, Missouri
63017
(Address of corporate headquarters)
(Zip Code)
(314) 292-2000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
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, 2024, as reported by the New York Stock Exchange, was
approximately $15,013 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 18, 2025, 133,968,048 registered shares, par value $0.01 per share, were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for the 2025 Annual General Meeting of Shareholders (the "2025 Annual Meeting") to be held
on May 15, 2025 are incorporated by reference into Part III.
Table of Contents
Page
PART I
Item 1.
Business
5
Item 1A.
Risk Factors
16
Item 1B.
Unresolved Staff Comments
32
Item 1C.
Cybersecurity
32
Item 2.
Properties
34
Item 3.
Legal Proceedings
35
Item 4.
Mine Safety Disclosures
35
PART II
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
35
Item 6.
Reserved
39
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
39
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
58
Item 8.
Financial Statements and Supplementary Data
61
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
61
Item 9A.
Controls and Procedures
61
Item 9B.
Other Information
64
PART III
Item 10.
Directors, Executive Officers, and Corporate Governance
64
Item 11.
Executive Compensation
64
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
64
Item 13.
Certain Relationships and Related Transactions, and Director Independence
64
Item 14.
Principal Accounting Fees and Services
64
PART IV
Item 15.
Exhibits, Financial Statement Schedules
65
Schedule II—Valuation and Qualifying Accounts
E-1
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1
SIGNATURES
S-1
2024 Bunge Annual Report
1
References in this Annual Report on Form 10-K ("Annual Report") 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 to "shares" refer to both Bunge Limited common shares prior to the change of the
jurisdiction of incorporation of our group holding company from Bermuda to Switzerland on November 1, 2023 (the
"Redomestication") and to Bunge Global SA registered shares after the Redomestication, unless the context otherwise
indicates.
Cautionary Statement Regarding Forward Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward looking statements to
encourage companies to provide prospective information to investors. This Annual Report 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, including:
•
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 (including tariff)
policies, financial markets regulation and environmental, tax and biofuels regulation;
•
the impact of seasonality;
•
the impact of government policies and regulations;
•
the outcome of pending regulatory and legal proceedings;
•
our ability to complete, integrate and benefit from acquisitions, divestitures, joint ventures and strategic alliances,
including without limitation Bunge’s pending business combination with Viterra Limited ("Viterra");
•
the impact of industry conditions, including fluctuations in supply, demand and prices for agricultural commodities
and other raw materials and products that we sell and use in our business, fluctuations in energy and freight costs and
competitive developments in our industries;
•
the effectiveness of our capital allocation plans, funding needs and financing sources;
•
the effectiveness of our risk management strategies;
•
operational risks, including industrial accidents, natural disasters, pandemics or epidemics, wars and cybersecurity
incidents;
•
changes in foreign exchange policy or rates;
•
the impact of our dependence on third parties;
•
our ability to attract and retain executive management and key personnel; and
•
other factors affecting our business generally.
In light of these risks, uncertainties and assumptions, you should not place undue reliance on any forward looking
statements contained in this Annual Report. 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 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.
2024 Bunge Annual Report
2
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:
•
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;
•
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:
•
the fact that we are a Swiss corporation and the rights of our shareholders are governed by Swiss law; 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:
•
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 uncertainty associated
with 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.
2024 Bunge Annual Report
3
We are subject to risks relating to the combined company pending the Viterra Acquisition, including risks involving:
•
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;
•
the ability of certain shareholders to exercise influence over the composition of Bunge's Board of Directors ("Board"),
matters subject to shareholder approval and/or our operations;
•
Bunge’s historical shareholders having reduced ownership and voting interest in and exercising less influence over
management of the Company post-Acquisition;
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, including in "Item 1A. Risk Factors."
2024 Bunge Annual Report
4
PART I
Item 1. Business
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:
•
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; and
•
producer and seller of wheat flours, bakery mixes, and corn-based products in North and South America, based on
volume.
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 includes our Sugar and Bioenergy segment, which was primarily comprised of our previously owned
50% interest in the BP Bunge Bioenergia joint venture. On October 1, 2024, we completed the sale of our 50% interest in BP
Bunge Bioenergia to BP Biofuels Brazil Investment Limited ("BP").
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") (collectively, the
"Viterra Shareholder Group"), 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.
Pursuant to the terms of the Business Combination Agreement, the Viterra Shareholder Group are anticipated to receive
approximately 65.6 million of registered shares of Bunge, with an aggregate value of approximately $5.1 billion as of
December 31, 2024 and receive approximately $2.0 billion in cash (collectively, the "Transaction Consideration"), in return for
100% of the outstanding equity of Viterra. The determination of the final value of the Transaction Consideration will depend on
the Company’s share price at the time of closing. Upon completion of the transaction, the Viterra Shareholder Group 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 subject to the satisfaction of regulatory approvals and other customary closing conditions. The
Acquisition is expected to receive the remaining regulatory approvals and close in the next few months. The Business
2024 Bunge Annual Report
5
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 Viterra
Shareholder Group a fee of $400 million in the aggregate.
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. The change of the jurisdiction of incorporation of our group holding company from Bermuda to Switzerland was
completed on November 1, 2023. In connection with the Redomestication, the shareholders of Bunge Limited became, on a
one-for-one basis, the holders of all the issued and outstanding registered shares of Bunge Global.
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.
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 31% of our processing capacity located in North America, 27% in South America, 25% in Europe and 17% 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 early 2025, 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
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
2024 Bunge Annual Report
6
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 Company B.V., Wilmar International Limited ("Wilmar"), and COFCO International.
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. In 2024, we broke ground on a project to expand the facility’s production capacity.
Products—Our refined and specialty oil products include packaged and bulk oils and fats, including cooking oils,
shortenings, margarines, 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 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 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, Eleplant and Beleaf. 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
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7
vanaspatis; and Masterline professional bakery fats.
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, Predileta, and Bem-fácill wheat flours, Pre-Mescla, BTX, and
Bem-fácill bakery premixes. Our corn milling products primarily consist of dry-milled corn meals and flours, flaking and
brewers' grits, soy-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 organic and 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; industrial manufacturing companies; and 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 comprised our 50% interest in BP Bunge Bioenergia, which was our joint
venture with BP, as well as minor ethanol distribution sales activity. On October 1, 2024, we completed the sale of our 50%
interest in BP Bunge Bioenergia to BP.
2024 Bunge Annual Report
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The joint venture was formed to cultivate sugar cane, produce and sell sugar and sugar ethanol, and create power
cogeneration activities. The sugar produced at BP Bunge Bioenergia’s mills was sold in both the Brazilian domestic market,
primarily in the confectionary and food processing industries, and export markets. The ethanol was 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 operated on a stand-alone basis with a total of 11 mills located across the Southeast, North, and
Midwest regions of Brazil. We accounted 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 for the
period during which we had an interest in the joint venture. As our long-term goal has been to seek strategic opportunities for
our investment in the joint venture, the operations are designated as Non-core in the period prior to the sale.
Risk Management
Risk management is a fundamental aspect of our business. Our Board of Directors ("Board") oversees management’s
approach to risk management, which 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. Our Chief Risk
Officer ("CRO") is the management lead of the ERMC, and oversees the enterprise risk management process of the Company,
including climate-related risks and opportunities and their impacts on our business strategy, operations and investments.
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 MRC serves as the most senior management-level risk
governance body and reviews on an ongoing basis key enterprise risks, providing oversight for all risk management activities,
including our risk framework. 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 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 26-
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 and private capital markets principal
investing arm, 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,
2024 Bunge Annual Report
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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.
Government Regulation
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, and 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. In addition, the European Union Deforestation Regulation ("EUDR") will
require companies trading in certain commodities, including palm oil 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 EUDR was scheduled to
become effective in December 2024, but the European Union reached a deal in December 2024 to postpone its implementation
by one year to December 2025. We have begun evaluating implementation efforts necessary to fully comply with the EUDR.
Also, failure to comply with the EUDR could result in fines, exclusion from public procurement processes and public funding
and prohibition from dealing in the EU in these items. Our operations located in countries with effective and applicable carbon
pricing and regulatory programs currently meet related existing obligations with no significant impact on our results of
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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 Swiss company, we are also 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 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"). The CSRD rules may impose increased costs
on us related to complying with our reporting obligations and increase risks of non-compliance with ESRS and the CSRD. The
CSRD will apply to us for fiscal years beginning after January 1, 2025, with our first report to be published in 2026. We have
begun evaluating CSRD disclosures in accordance with ESRS and aim to comply with all applicable in-scope CSRD reporting
requirements.
As a publicly traded company incorporated in Switzerland, Bunge is also required under Swiss law to prepare a report
covering five non-financial matters, namely environmental matters (in particular climate issues), social issues, employee-related
issues (including diversity aspects), 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 are required to submit a report
with respect to the previous fiscal year to our shareholders for approval each year at our Annual General Meeting of
Shareholders. In addition, under the Swiss Code of Obligations, certain Bunge subsidiaries in Switzerland must adhere to due
diligence and transparency requirements concerning child labor in the supply chain if these subsidiaries offer products or
services in relation to which there are reasonable grounds to suspect that they have been manufactured or provided using child
labor. We comply with these requirements by adhering to internationally recognized regulations deemed equivalent under Swiss
law.
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. We are
assessing the applicability of the Climate Accountability Package to us.
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.
Sustainability
Bunge believes sustainability is critical to our business. While we have consistently incorporated ESG factors into
Bunge’s strategy, investments and operations, we have intensified our efforts in light of new consumer trends, risks arising
from factors such as climate change, and new growth opportunities defined by low-carbon attributes. 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 central 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
2024 Bunge Annual Report
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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 have implemented programs and
strategies to mitigate against native vegetation conversion and deforestation in our supply chains associated with agricultural
commodity production and trade, a commitment that was established in 2015. As of December 31, 2024, we achieved 100%
traceability and monitoring of our direct and indirect soy supply chains in the priority regions of Brazil. 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.
Bunge’s public reporting on ESG conforms with internationally recognized frameworks and standards, the details of
which are captured in the annual global sustainability report published in the first half of each year. The 2025 global
sustainability report will contain further information on Bunge’s ESG strategy, performance, and other disclosures. This report
is not incorporated by reference in this Annual Report. 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 2025 Annual Meeting), and to publish an annual report on
compliance with our child labor diligence obligations. Such reports are not incorporated by reference in this Annual Report.
Governance
Bunge’s five Board committees each share responsibility to oversee ESG and sustainability considerations, including
among other things, climate change, deforestation and native vegetation conversion, water, biodiversity, human rights, social
development and stakeholder engagement related to these matters.
The Sustainability and Corporate Responsibility Committee ("SCRC") of the Board oversees and provides input on the
development of corporate social responsibility governance, policies, strategies, and programs, including, but not limited to:
human rights; food safety; environmental matters related to climate change and emissions, water conservation and management,
energy consumption and efficiency, product stewardship, and waste disposal; the Company’s public commitments regarding
non-deforestation and emissions reduction; corporate sustainability reporting; ESG external trends and public affairs;
relationships with stakeholders; assisting the ERMC in fulfilling their risk management oversight responsibility relating to
ESG; and philanthropy and community relations. Additionally, the ERMC of the Board evaluates climate related risks and
exposures in connection with its periodic review of other enterprise risks and management’s risk mitigation strategies. The
Audit Committee evaluates 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 oversees the Company’s compensation framework, governance guidelines and performance criteria, workforce
trends, talent management and succession planning. The Corporate Governance and Nominations Committee oversees the
Company’s corporate governance frameworks and board practices, as well as the identification of qualified board candidates
with the appropriate skills, diversity and experience to oversee the Company’s business.
The Company’s sustainability function is led by the Chief Sustainability Officer and Government Affairs ("CSO"), who
reports to our Chief Executive Officer ("CEO"). The CSO oversees a global team operating across multiple geographies and
functions, which regularly engages 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.
2024 Bunge Annual Report
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Risk Management
Bunge's ERM framework incorporates detailed sustainability risks and risk factors 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. 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 various internal 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.
Metrics and Targets
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 (per ton of product) by 2026 from a 2016 baseline for water
(10% overall and 25% for facilities located in areas of high water stress), waste disposal to landfill (10%), and energy (10%).
We track the progress towards these targets and disclose the performance publicly in our annual global sustainability
report.
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Human Capital Resources
As of December 31, 2024, 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 positive.
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 creating a culture of belonging, through career
development, and total rewards, Bunge strives to create programs and resources that enhance our workplace environment.
% of Total Headcount
Region
South America
37 %
EMEA (Europe, Middle East, Africa)
28 %
North America
19 %
Asia
16 %
Talent Acquisition
At Bunge, we aim to attract the best talent for today and in the future.
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.
Learning & Development
We focus on learning 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 and their leaders to co-create Individual Development Plans and provide employees access to apply for internal
career opportunities that match their interests, skills, and business needs.
Safety
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 "Investor Center: 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 "Investor Center: Governance: Governance documents" section of our website, it is also possible to access
copies of the charters for our Audit Committee, Corporate Governance and Nominations Committee, Enterprise Risk
Management Committee, Human Resources and Compensation Committee, and Sustainability and Corporate Responsibility
Committee, as well as our Corporate governance principles, Insider trading policy, and Executive compensation recoupment
policy. The information contained in or connected to our website is not deemed to be incorporated by reference in this Annual
2024 Bunge Annual Report
14
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
Position
Gregory Heckman
Chief Executive Officer
Robert Coviello
Chief Sustainability Officer and Government Affairs
Christos Dimopoulos
Co-President, Agribusiness
Julio Garros
Co-President, Agribusiness
Debra King
Chief Technology Officer
Pierre Mauger
Chief Transformation Officer
John Neppl
Chief Financial Officer
Joseph Podwika
Chief Legal Officer
Kellie Sears
Chief Human Resources Officer
Robert Wagner
Chief Risk Officer
Ruth Ann Wisener
Vice President of Investor Relations
Gregory Heckman, 62-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.
Robert Coviello, 56-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, 51-Mr. Dimopoulos has served as Co-President, Agribusiness since April 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, 49-Mr. Garros has served as Co-President, Agribusiness since April 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, 53-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, 52-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.
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John Neppl, 59-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, 62-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, 55-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 BeautyHealth, she was Chief Human Resources Officer with Asklepios BioPharmaceutical, Inc. from 2020 to 2022.
Previously, she spent eight years at Allergan, where she served as Senior Vice President and Chief Human Resources Officer in
2019, and Pfizer, for more than thirteen years, where she served 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, 47-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.
Ruth Ann Wisener, 59-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.
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, have historically and may in the future 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, has historically and may in the future also have an 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,
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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 and oilseed
processor in Ukraine via joint ventures. Assets and operations located in regions affected by the war are at a heightened risk of
property damage, inventory loss, business disruption, and expropriation. 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, 2024, 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,
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.
We divested our Russian operations in February 2023 and we no longer maintain any 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 (including tariffs), pandemics, 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,
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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
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 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, political unrest, wars or other armed conflicts, or economic
slowdowns or recessions, could cause a decrease in demand for our products.
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Additionally, weak global economic conditions and adverse conditions in global financial and capital markets, including
fluctuating 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. 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.
Many of the raw materials that we use can be subject to periods of rapid and significant cost instability. In 2024, we
experienced fluctuations, both increases and decreases, in our raw material input costs and we expect the pressures of input cost
instability to continue. While the Brazilian economy performed more strongly than expected in 2024, interest rates and
government deficit levels remain high, which may restrain further economic growth. Argentina has significantly reduced public
spending and showed a slowing in inflation under the current President of Argentina’s austerity measures, but the sustainability
of these measures and the prospect of economic recovery remains uncertain. Additionally, a slowdown in China's economy over
a prolonged period, including as a result of tensions with the west, 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:
•
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, such as the ongoing conflicts in the Middle East. See also "—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
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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.
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.
In addition, 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. For example, prior trade
disputes between the United States and China have led both countries to implement tariffs on imported goods. An
implementation of tariffs on imports of U.S. agricultural products into China could result in the reinstatement or escalation of
retaliatory tariffs on U.S. agricultural products by 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 impact that future trade
policy or negotiated trade agreements could have on our business and operations. Additionally, failure to resolve any trade
dispute between the countries may also lead to unexpected operating difficulties, enhanced regulatory scrutiny, greater
difficulty transferring funds, and negative currency impacts.
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 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, such as
the divestiture of our 50% ownership share in BP Bunge Bioenergia in October 2024 and the pending divestiture of 40% of our
Spanish operating subsidiary Bunge Iberica SA. 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
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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 Pending Viterra
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
the assets or businesses that we sell. For example, we agreed to indemnify BP against future losses associated with certain legal
claims in connection with the divestiture of BP Bunge Bioenergia. In connection with the sale of our Russian operations in
2023, we agreed 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
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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
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 EUDR, which
becomes effective December 30, 2025 requires companies trading in certain commodities, including palm oil 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 certain
regulators increasingly focus on climate change and other sustainability matters, we may become subject to new, more stringent
ESG disclosure frameworks. See "Item 1. Business-Government Regulation."
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, 2024 and 2023, respectively, we had approximately $478 million and $825 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.
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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
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.
The expansion of our business and pursuit of acquisitions or other business opportunities also 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, 2024, Bunge had $5,665 million unused and available committed borrowing capacity comprising
committed revolving credit facilities with a number of financial institutions and we expect to have $3,000 million of additional
committed borrowing capacity upon the completion of the Acquisition, resulting in anticipated capacity of $8,665 million upon
the completion of the Acquisition. At December 31, 2024, our total debt balance was $6,238 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, 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.
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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
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, zero-day vulnerability exploits, and cyberattacks utilizing
emerging technologies, such as artificial intelligence ("AI") and machine learning. 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. Additionally, many of the third-party service providers we rely on use generative AI for a variety of purposes that
increases the risk that our sensitive and proprietary data could be inadvertently or maliciously exposed. 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, such as the rapid development and increased adoption of AI technology, may further
expose our computer systems to the risk of cyberattacks, and may create the need for rapid modifications to our cybersecurity
program.
In addition, political tensions, wars, or other military conflicts, and civil unrests also have an impact on the cybersecurity
risk landscape. For example, cyberattacks against the Ukrainian government and other entities in the region, have 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 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. We have also implemented data security measures on the use of generative AI, including blocking external
generative AI tools within our IT environment and the rollout of an internal generative AI tool that does not share our data or
train internal or external AI models. These measures, however, 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
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technologies, such as AI, 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.
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. BEPS did not have a
material impact on our effective tax rate in 2024 and is not expected to have a material impact in 2025. Although there is
uncertainty about the United States' continued involvement in these OECD initiatives, the efforts by the OECD and a number of
other countries where we operate has resulted, and will continue to result, in additional mandatory disclosures, which will likely
cause additional scrutiny of the Company's tax positions and potentially increased tax assessments.
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 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, have in the past adversely affected, and could in the future 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 certain executive compensation practices, including
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sign-on bonuses and severance and takeover incentive or similar payments for our executive management team (except for pay
during a notice period of up to 12 months), 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.
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 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 ("Securities Act"). 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 "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 "conditional share capital"). The Board's authority to issue shares based on the capital band
must be renewed by the shareholders every five years. The Articles of Association provides for a capital band authorizing the
Board to issue up to 86,861,666 new shares or to cancel or reduce the par value of up to 26,138,964 shares (including to cancel
shares repurchased under Bunge Global's share repurchase program) up 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
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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
dividends 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
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 for the approval of suitable measures for reorganization of
the company, 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.
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 86,861,666 new shares or to cancel or reduce the par value of up to 26,138,964 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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Risks Relating to the Pending Viterra Acquisition
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 Viterra Shareholder Group 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. It is
possible that these disruptions will continue following the closing of the Acquisition. 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) all required consents, clearances, authorizations and approvals pursuant to antitrust laws, foreign investments
laws, and other laws, as applicable, having been obtained, (ii) no law, order, injunction or decree will be in effect that prevents,
makes illegal or prohibits the Acquisition, and (iii) 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 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.
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The Acquisition could be terminated.
Although we expect the Acquisition to close in the coming months, either we or Viterra may terminate the Business
Combination Agreement under certain circumstances, including, among other reasons, if the Acquisition is not consummated
by an agreed upon termination date set forth in the Business Combination Agreement. The termination date was extended twice
pursuant to the terms of the Business Combination Agreement due to failure to obtain certain regulatory clearances. The
members of the Viterra Shareholder Group, acting collectively, on the one hand, and Bunge, on the other hand, have further
extended the termination date to March 13, 2025 and may extend the termination date again to June 13, 2025, 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 Viterra Shareholder Group, 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 whether the Acquisition will close and, if it closes, the effect of the Acquisition will have on our
employees and Viterra’s employees may have an adverse effect on each of us and Viterra separately and consequently the
combined business, following the closing. 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, 2024, we had approximately $6.2 billion of total debt. Our total debt is expected to increase to $13
billion upon completion of the Acquisition and the related financing transactions. In connection with the execution of the
2024 Bunge Annual Report
29
Business Combination Agreement, we secured a total of $8.0 billion in acquisition debt financing ("Acquisition Financing").
On September 17, 2024, we issued an aggregate principal amount of $2.0 billion of unsecured senior notes (collectively, the
"September 2024 Senior Notes") of Bunge Limited Finance Corp. ("BLFC"), an indirect, 100%-owned subsidiary of Bunge,
which are guaranteed by Bunge, to, among other things, fund a portion of the cash consideration for the Acquisition and to
repay a portion of certain Viterra debt that we expect to assume in connection with the Acquisition, including, in each case,
related fees and expenses, and, with any remaining amounts, for general corporate purposes. The indenture governing the notes
requires BLFC to redeem the notes if the consummation of the Acquisition does not occur on or before certain dates or if the
Acquisition is terminated at 101% principal amount of the notes. As a result of the September 2024 Senior Notes issuance, and
in accordance with its terms, the Acquisition Financing commitment was reduced by $2.0 billion to $6.0 billion as of December
31, 2024.
In addition, certain notes of Viterra totaling approximately $3.3 billion will remain outstanding following the closing of
the Acquisition and we will take the required actions in order to have such notes be pari passu with existing senior unsecured
indebtedness of Bunge. In the third quarter of 2024, BLFC commenced offers (the "US Exchange Offers") to exchange all
outstanding notes of certain series issued by Viterra Finance B.V. ("VFBV") and guaranteed by Viterra and Viterra B.V., for up
to $1.95 billion aggregate principal amount of new notes issued by BLFC and guaranteed by Bunge. In addition, in the third
quarter of 2024, Viterra commenced a consent solicitation (the "European Consent Solicitation") to amend the indenture
governing VFBV's outstanding 500 million Euro aggregate principal amount of 0.375% senior unsecured notes due 2025 and
outstanding 700 million Euro aggregate principal amount of 1.000% senior unsecured notes due 2028 to, among other things,
substitute the issuer and guarantors of such notes with Bunge Finance Europe B.V. ("BFE"), a wholly owned finance subsidiary
of Bunge, as issuer, and Bunge as guarantor. The US Exchange Offers and European Consent Solicitation are conditioned upon,
among other things, the consummation of the Acquisition. This Annual Report is not intended to and does not constitute an
offer to sell or purchase, or the solicitation of an offer to sell or purchase, or the solicitation of any vote of approval or the
solicitation of tenders or consents with respect to any security. No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Interest rate fluctuations may increase our overall cost of capital. In addition, we anticipate that as a result of the debt we
expect to incur and have already incurred to finance the Acquisition, credit rating agencies will review our credit ratings. As
part of their ratings review and subsequent credit opinions related to the Acquisition, Standard & Poor's ("S&P"), Moody's and
Fitch have taken the following actions:
•
S&P upgraded our long-term debt credit rating to BBB+ on June 13, 2023 and further placed the outlook on
CreditWatch Positive for an upgrade to A- on September 9, 2024.
•
S&P also assigned a preliminary A- issue-level rating to the September 2024 Senior Notes on September 10, 2024;
•
Moody’s upgraded our long-term debt credit rating to Baa1 on August 1, 2024 with stable outlook; and
•
Fitch upgraded our long-term debt credit rating to BBB+ on September 5, 2024 with stable outlook.
However, there is no assurance that any positive outlook on our ratings will materialize. Any potential future negative
change in our credit ratings may make it more expensive for us to raise long-term financing or additional capital, 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
2024 Bunge Annual Report
30
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
•
The assumption of known and unknown liabilities of Viterra.
If we are not able to successfully integrate and combine the business 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:
•
challenges and difficulties associated with managing the large, more complex, combined company and coordinating
geographically dispersed organizations;
•
identifying and adopting the best practices of the two organizations to position the combined business for future
growth;
•
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 and integrating the companies’ corporate, administrative and information technology infrastructure,
including technologies, systems, and services;
•
attracting, motivating, and retaining talent, including due to issues relating to the uncertainty and difficulty of
integration, financial security, or a desire not to become team members of the combined business;
•
diversion of management's attention or resources away from our operations or growth initiatives to integration;
•
maintaining existing business relationships, building new relationships, and avoiding delays in entering into new
relationships with prospective business partners; and
•
identifying and eliminating redundant assets and expenses and consolidating locations of us and Viterra that are
currently in close proximity to each other.
We have incurred, and will continue to 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 have incurred, and will, following the completion of the Acquisition, continue to 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
2024 Bunge Annual Report
31
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, 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 further discussed in “Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities—(f) Purchases of Equity Securities by Registrant and Affiliated Purchasers,”
Bunge has a share repurchase program with a total authorization since inception of $2.7 billion, with an aggregate purchase
authorization of approximately $800 million remaining for repurchase as of December 31, 2024. Bunge has repurchased, and
may continue to repurchase its registered shares from time to time under the share repurchase program, which may occur before
the completion of the Acquisition. Repurchases under the program may increase the Viterra Shareholder Group’s aggregate
ownership percentage in the combined company up to approximately 35% if all remaining registered shares authorized for
repurchase under the share repurchase program are repurchased.
Subject to and effective upon the completion of the pending Acquisition, Bunge and each of Glencore and CPP
Investments are expected to execute the Shareholder Agreements. Each Shareholder’s Agreement is expected to provide each of
Glencore and CPP Investments the right to designate (a) two persons to be nominated for election to the Board, as long as each
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 each maintains beneficial ownership of at least 5% of the registered shares. In contemplation of these
Shareholder Agreements, each of Glencore and CCP Investments has nominated candidates to serve as directors on the Board
subject to and contingent upon the Acquisition closing. These director nominees were included in the Company's 2024
definitive proxy statement, and the Company's shareholders approved these director nominees to serve on the Board following
the Acquisition. As a result, following the completion of the Acquisition, Glencore and CPP Investments will 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.
2024 Bunge Annual Report
32
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. We have also performed and plan to continue to conduct cybersecurity incident simulation exercises involving
members of senior management as part of our cybersecurity risk management program. The Board is provided with an update
following a simulation exercise. Our response plans include 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.
Our worldwide team of cyber and information security professionals undertakes a range of activities to protect its
employees, assets, and reputation globally, leveraging internal and external resources to monitor cybersecurity threats to its
systems and networks and to understand the broader threat environment. In support of these efforts, Our security experts use
automated threat intelligence feeds and tools to increase vulnerability awareness, taking action to mitigate the highest risks.
Bunge’s dedicated cyber risk organization meets regularly with business units and corporate operations to raise cyber risk
awareness and keep diverse cybersecurity skill sets connected across the global enterprise. We invest in broad cybersecurity
awareness and training to educate those with access to Bunge’s networks, which includes a review of company policies and best
practices. We conduct phishing tests to train our workforce, and assess its ability, to identify and report malicious emails and
activity. Privacy and data protection awareness and training is provided to employees and the Board as part of Bunge’s required
Code of Conduct training.
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. Bunge uses a risk-based information security process aligned with the National Institute of Standards and Technology
(NIST) Cybersecurity Framework to identify, prioritize, and mitigate cybersecurity risks, which is periodically assessed by an
independent third party.
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 we have experienced and will continue to experience cybersecurity incidents of varying degrees, to date, we
have not experienced a cybersecurity incident that has materially affected or is reasonably likely to materially affect the
Company, including its business strategy, results of operations, or financial condition. Despite the measures the company takes
to mitigate cybersecurity risks, there can be no assurance that such measures will be sufficient to protect the company’s
systems, information, intellectual property ,and other assets from significant harm and, therefore, the scope and impact of any
future cybersecurity incident cannot be predicted with any meaningful accuracy. See “Item 1A. Risk Factors” for more
information.
2024 Bunge Annual Report
33
Governance
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 an annual update and ongoing 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 and related discussion provide information on our principal operating facilities as of December 31,
2024, which primarily includes both owned and leased assets as well as includes production and storage capacity of certain
equity method investments.
Facilities by Business Area
(metric tons)
Aggregate
Daily
Production
Capacity
Aggregate
Storage
Capacity
Business Area
Agribusiness
156,156 15,223,054
Refined and Specialty Oils
57,705
692,573
Milling
14,831
903,745
Facilities by Geographic Region
(metric tons)
Aggregate
Daily
Production
Capacity
Aggregate
Storage
Capacity
Region
North America
70,659
2,832,118
South America
61,617 10,376,595
Europe
58,298
2,446,017
Asia-Pacific
38,118
1,164,642
2024 Bunge Annual Report
34
Agribusiness
In our Agribusiness segment, we have 107 commodity storage facilities globally, which are located close to agricultural
production areas or export locations. We also have 53 oilseed processing plants globally and operate four fertilizer processing
and blending plants in Argentina.
Refined and Specialty Oils
In our Refined and Specialty Oils business, we have 59 refining and packaging facilities throughout the world. We also
have 73 storage facilities globally that are located close to food and ingredient locations.
Milling
In our Milling business, we have 13 milling facilities throughout the world. We also have 8 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, including those relating to Brazil, see Note 14- Income Taxes and Note
20- 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, 2024, we had 133,964,235 registered shares issued and outstanding, which were held by approximately 66
registered holders.
2024 Bunge Annual Report
35
(c) Dividends
We have historically paid and expect 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 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.
On May 15, 2024, shareholders of Bunge Global SA approved a cash dividend distribution in the amount of $2.72 per
share, payable in four equal quarterly installments of $0.68 per share beginning in the second quarter of fiscal year 2024 and
ending in the first quarter of fiscal year 2025.
We paid quarterly dividend distributions on the Bunge Global registered shares of $0.6625 per share in the first quarter of
2024, and $0.68 per share in the remaining three quarters of 2024. 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 and after
the Redomestication paid a quarterly dividend distribution on the Bunge Global registered shares of $0.6625 per share in the
fourth quarter of 2023.
(d) Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth certain information, as of December 31, 2024, with respect to our long-term equity
incentive compensation plans.
(a)
(b)
(c)
Plan category
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)
Long-term equity compensation plans approved by
shareholders(1)
3,362,346 $
53.71
5,090,409
(1)
Includes our 2024 Long-Term Incentive Plan, 2016 Equity Incentive Plan, 2009 Equity Incentive Plan, and 2017 Non-
Employee Directors Equity Incentive Plan (collectively, the "Plans").
(2)
Includes non-statutory stock options outstanding as to 1,524,007 registered shares, performance-based restricted stock
unit awards as to 643,292 registered shares, and 1,195,047 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 2024 Long-Term 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 2024 Long-
Term Incentive Plan provides that the maximum number of registered shares issuable under the plan is 5,000,000,
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 2016 Equity
Incentive Plan or the 2009 Bunge Equity Incentive Plan.
2024 Bunge Annual Report
36
(e) Performance Graph
The performance graph shown below compares the quarterly change in cumulative total shareholder return on our shares
with the S&P 500 Stock Index and the S&P Food Products Index from December 31, 2019 through the quarter ended
December 31, 2024. 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 1980-2025.
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 November 13, 2024, the Board approved the expansion of Bunge's existing share repurchase program by an additional
$500 million bringing total authorizations under the program since inception to $2.7 billion. The program continues to have an
indefinite term. As of December 31, 2024, a total of 19,667,739 shares were repurchased under the program for $1.9 billion
with an aggregate purchase authorization of approximately $800 million remaining for repurchases under the program. During
the twelve months ended December 31, 2024, Bunge repurchased 12,150,763 shares for $1.1 billion.
The following table is a summary of purchases of equity securities during the fourth quarter of 2024 by Bunge and any
of its affiliated purchasers.
Period
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
October 1, 2024 - October 31, 2024
—
$
—
—
$
800,001,209
November 1, 2024 - November 30, 2024 (1)
5,709,833 $
87.57
5,709,833 $
800,001,300
December 1, 2024 - December 31, 2024
—
$
—
—
$
800,001,300
Total
5,709,833
$
87.57
5,709,833
(1) As discussed above, on November 13, 2024, the Board authorized the repurchase of an additional $500 million of its
issued and outstanding registered shares, under the existing share repurchase program.
2024 Bunge Annual Report
37
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.
Repurchases of Shares
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
2024 Bunge Annual Report
38
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 long-term incentive plans, convertible debt or other instruments within certain periods, will generally not be
subject to Swiss withholding tax.
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.
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.
Item 6. [Reserved]
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, 2023 and 2022, see Part II, Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Bunge Global SA's Annual Report
on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 22, 2024.
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
2024 Bunge Annual Report
39
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.
Milling
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.
Viterra
Following the completion of our pending Viterra Acquisition, our operations will be impacted by the integration of
Viterra's network of agricultural storage, processing, and transport assets. Viterra businesses operate in similar industries as we
do, so we expect the factors that impact Viterra's operations will be broadly consistent with the factors that we have described
above that impact each of our segments.
2024 Bunge Annual Report
40
Sugar and Bioenergy
Our Sugar and Bioenergy segment primarily comprised our 50% interest in BP Bunge Bioenergia, a joint venture with
BP. On October 1, 2024, we completed the sale of our 50% interest in BP Bunge Bioenergia. See Note 2 - Acquisitions and
Dispositions to our consolidated financial statements for further details.
BP Bunge Bioenergia operated on a stand-alone basis with a total of 11 mills located across the Southeast, North, and
Midwest regions of Brazil. We accounted 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.
Prior to the sale of our interest in October 2024, profitability of this segment, the value of our investment, and the
timing of distributions we received, if any, were affected by the profitability of the joint venture. In turn, the profitability of the
joint venture was affected by the availability and quality of sugarcane, which impacted capacity utilization rates and the amount
of sugar that could 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. Demand for the joint venture's products was 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 (losses) gains - 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 (losses) gains - net.
Income Taxes
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 Argentina, Brazil, Canada,
Switzerland and the United States. 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 earnings before interest and taxes ("EBIT") is an operating performance measure used by Bunge’s management
to evaluate reportable segment operating activities as well as Corporate and Other results. Bunge also uses Core Segment EBIT,
Non-core Segment EBIT, Corporate and Other EBIT, and Total EBIT to evaluate segment operating performance of Bunge’s
2024 Bunge Annual Report
41
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
reportable segments. Non-core Segment EBIT is the EBIT of Bunge’s Sugar & Bioenergy reportable segment. Total 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 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 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 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 EBIT below.
2024 Overview
Net Income Attributable to Bunge Shareholders - For the year ended December 31, 2024, Net income attributable to
Bunge shareholders was $1,137 million, a decrease of $1,106 million compared to a Net income attributable to Bunge
shareholders of $2,243 million for the year ended December 31, 2023. The decrease was primarily due to lower Core Segment
EBIT, as further discussed in the Segment Overview & Results of Operations section below, partially offset by lower income
tax expense as discussed further below.
Earnings Per Share - Diluted - For the year ended December 31, 2024, Net income attributable to Bunge shareholders
- diluted, was $7.99 per share, a decrease of $6.88 per share, compared to $14.87 per share for the year ended December 31,
2023.
EBIT - For the year ended December 31, 2024, Total EBIT was $1,792 million, a decrease of $1,541 million compared
to EBIT of $3,333 million for the year ended December 31, 2023. The decrease in Total EBIT for the year ended December 31,
2024 was primarily due to lower Core Segment EBIT, resulting primarily from lower gross profit in our Agribusiness segment,
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 shareholders to Total EBIT.
Income Tax Expense - Income tax expense was $336 million for the year ended December 31, 2024 compared to
income tax expense of $714 million for the year ended December 31, 2023. The decrease in income tax expense for the year
ended December 31, 2024 was primarily due to lower pre-tax income and earnings mix.
Liquidity and Capital Resources – At December 31, 2024, working capital, which equals Total current assets less Total
current liabilities, was $8,523 million, a decrease of $140 million, compared to working capital of $8,663 million at
December 31, 2023. The decrease in working capital was primarily due to a higher Current portion of long-term debt balance,
lower Inventories and lower Trade accounts receivables, net, partially offset by lower Trade accounts payable balances and
higher Cash and cash equivalents, as further discussed in the Liquidity and Capital Resources section below.
Segment Overview and Results of Operations
Our operations are organized, managed, and classified into four reportable segments based upon their similar economic
characteristics, nature of products and services offered, production processes, types and classes of customer, and distribution
methods. We further organize these reportable segments into Core operations and Non-core operations. Core operations
comprise our Agribusiness, Refined and Specialty Oils, and Milling reportable segments. Non-core operations comprise our
Sugar & Bioenergy reportable segment, which itself primarily comprised the Company’s 50% interest in the net earnings of BP
Bunge Bioenergia, a joint venture with BP p.l.c. See Note 2- Acquisitions and Dispositions for details regarding Bunge's
disposition of its 50% interest in BP Bunge Bioenergia.
Our remaining operations are not reportable segments, as defined by the applicable accounting standard, and are
classified as Corporate and Other. Corporate and Other includes salaries and overhead for corporate functions that are not
allocated to our individual reportable segments because the operating performance of each reportable segment is evaluated by
the Company's chief operating decision maker exclusive of these items, as well as certain other activities including Bunge
Ventures, the Company's captive insurance activities, and trade receivables securitization program, as well as certain income
tax assets and liabilities.
2024 Bunge Annual Report
42
A reconciliation of Net income attributable to Bunge shareholders to Total EBIT follows:
Year Ended
December 31,
(US$ in millions)
2024
2023
Net income attributable to Bunge shareholders
$
1,137 $
2,243
Interest income
(163)
(148)
Interest expense
471
516
Income tax expense
336
714
Noncontrolling interests' share of interest and tax
11
8
Total EBIT
$
1,792 $
3,333
Agribusiness Segment EBIT
1,301
2,786
Refined and Specialty Oils Segment EBIT
759
865
Milling Segment EBIT
111
66
Core Segment EBIT
2,171
3,717
Corporate and Other EBIT
(594)
(548)
Sugar and Bioenergy Segment EBIT
215
164
Non-core Segment EBIT
215
164
Total EBIT
$
1,792 $
3,333
Core Segments
Agribusiness Segment
Year Ended
December 31,
(US$ in millions)
2024
2023
% Change
Volumes (in thousand metric tons)
80,628
76,019
6 %
Net sales
$
38,598 $
42,764
(10) %
Cost of goods sold
(36,684)
(39,443)
(7) %
Gross profit
1,914
3,321
(42) %
Selling, general and administrative expense
(603)
(592)
2 %
Foreign exchange losses — net
(171)
—
(100) %
EBIT attributable to noncontrolling interests
(9)
(70)
(87) %
Other income — net
226
126
79 %
(Loss) income from affiliates
(56)
1
(5,700) %
Total Agribusiness Segment EBIT
$
1,301 $
2,786
(53) %
2024 Compared to 2023
Agribusiness segment Net sales decreased 10% to $38,598 million for the year ended December 31, 2024. The
decrease was due to the following:
•
In Processing, Net sales decreased 11%, primarily due to lower average sales prices experienced in all regions for our
global soybean oilseed processing businesses as well as our Europe softseed businesses, driven by relative price
stabilization due to a more balanced supply and demand environment, in addition to overall lower volumes in our
global soybean oilseed processing businesses. The above decreases were slightly offset by higher volumes in South
America resulting from the non-recurrence of the prior year drought in Argentina along with higher volumes in our
Europe softseed business primarily driven from increased activity at our Ukrainian facilities.
•
In Merchandising, Net sales decreased 7%, primarily due to lower average sales prices in our global corn, wheat, and
oil businesses, in addition to lower volumes in our global wheat business. The decrease was partially offset by an
2024 Bunge Annual Report
43
increase in volumes in our global corn and oils businesses, primarily due to fewer supply constraints compared to the
prior period.
Cost of goods sold decreased 7%, to $36,684 million for the year ended December 31, 2024. The decrease was
primarily due to the following:
•
In Processing, Cost of goods sold decreased 7%, primarily due to lower Net sales and the non-recurrence of a prior
year fixed asset impairment charge in North America. The decrease was also attributable to $5 million in insurance
recoveries, related to certain previously damaged property, as well as a business interruption insurance recovery of
$38 million related to our Ukrainian operations as a result of the Ukraine-Russia war, both of which were recognized
in the current year. The decrease was partially offset by unfavorable mark-to-market results in the current period as
well as the absence of mark-to-market gains from the recovery of inventory in Ukraine recognized in the prior period.
•
In Merchandising, Cost of goods sold decreased by 8%, primarily due to lower Net sales, as further described above,
and favorable mark-to-market results in the current period. The decrease was also attributable to $1 million in
insurance recoveries, related to certain previously damaged property, as well as a business interruption insurance
recovery of $14 million related to our Ukrainian operations as a result of the Ukraine-Russia war, both of which were
recognized in the current year. The decrease was partially offset by the lack of mark-to-market gains from the recovery
of inventory in Ukraine recognized in the prior period.
Foreign exchange losses - net was a loss of $171 million for the year ended December 31, 2024 . The net loss in the
current year was the result of losses in our processing business, primarily due to the impact of a stronger U.S. dollar on U.S.
dollar-denominated loans payable in non-U.S. dollar functional currency operations. The loss was partially offset by net
remeasurement gains on net monetary assets, excluding the impact of loans payable described above, as a result of U.S. dollar
exposure in non-U.S. dollar functional currency operations.
Other income - net was income of $226 million for the year ended December 31, 2024, compared to income of $126
million for the year ended December 31, 2023. The increase was primarily due to gains in Argentina related to foreign currency
positioning.
(Loss) income from affiliates was a loss of $56 million for the year ended December 31, 2024, compared to income of
$1 million for the year ended December 31, 2023. The decrease was primarily due to unfavorable results from equity method
investments in South America, as well as a $19 million impairment charge in the current period associated with a minority
investment in North America.
Segment EBIT decreased 53% to $1,301 million for the year ended December 31, 2024. The decrease was primarily
due to the following:
•
In Processing, a decrease of 62% was primarily due to lower Gross profit across all businesses and regions, foreign
exchange losses, and impairment charges incurred in the current year, as described above. This decrease was partially
offset by an increase in Other income (expense) - net as highlighted above.
•
In Merchandising, an increase of 20% was primarily due to higher Gross profit, driven by more favorable results in our
ocean freight business.
2024 Bunge Annual Report
44
Refined and Specialty Oils Segment
Year Ended
December 31,
(US$ in millions)
2024
2023
% Change
Volumes (in thousand metric tons)
9,134
8,908
3 %
Net sales
$
12,771 $
14,603
(13) %
Cost of goods sold
(11,484)
(13,234)
(13) %
Gross profit
1,287
1,369
(6) %
Selling, general and administrative expense
(416)
(425)
(2) %
Foreign exchange (losses) gains — net
(20)
7
(386) %
EBIT attributable to noncontrolling interests
(35)
(21)
67 %
Other (expense) — net
(57)
(65)
(12) %
Total Refined and Specialty Oils Segment EBIT
$
759 $
865
(12) %
2024 Compared to 2023
Refined and Specialty Oils segment Net sales decreased 13%, to $12,771 million for the year ended December 31, 2024,
primarily due to lower average sales prices in all regions, driven by a more balanced supply and demand environment and
uncertainty related to U.S. biofuel policies, partially offset by increased volumes in Asia due to higher demand for certain
products driven by better pricing, as well as increased volumes in North America, primarily due to expanded capacity at our
Avondale refinery.
Cost of goods sold decreased 13%, to $11,484 million for the year ended December 31, 2024. The decrease in Cost of
goods sold was primarily due to lower prices in all regions, as described in Net sales above, in addition to favorable mark-to-
market results.
SG&A expenses decreased 2%, to $416 million for the year ended December 31, 2024. The decrease was primarily
driven by the lack of recurring prior year accelerated amortization charges, related to the discontinuance of the Loders Croklaan
trademark.
Segment EBIT decreased 12% to $759 million for the year ended December 31, 2024. The decrease was primarily driven
by lower Gross profit driven by overall lower margins, particularly in North America, as well as unfavorable Foreign exchange
(losses) gains - net, primarily driven by the devaluation of the Egyptian pound in the first quarter of 2024.
Milling Segment
Year Ended
December 31,
(US$ in millions)
2024
2023
% Change
Volumes (in thousand metric tons)
3,703
3,391
9 %
Net sales
$
1,555 $
1,896
(18) %
Cost of goods sold
(1,337)
(1,729)
(23) %
Gross profit
218
167
31 %
Selling, general and administrative expense
(97)
(95)
2 %
Foreign exchange (losses) gains — net
(3)
1
(400) %
EBIT attributable to noncontrolling interests
—
1
(100) %
Other expense — net
(6)
(7)
(14) %
Loss from affiliates
(1)
(1)
— %
Total Milling Segment EBIT
$
111 $
66
68 %
2024 Bunge Annual Report
45
2024 Compared to 2023
Milling segment Net sales decreased 18%, to $1,555 million for the year ended December 31, 2024. The decrease was
primarily due to lower sales prices in both our South American wheat milling and North American corn milling businesses.
These decreases were partially offset by an increase in volumes across both regions.
Cost of goods sold decreased 23%, to $1,337 million for the year ended December 31, 2024. The decrease was primarily
due to lower sales prices, as described for Net sales above, as well as favorable mark-to-market results.
Segment EBIT increased 68% to $111 million for the year ended December 31, 2024. The increase was primarily due to
higher Gross profit in both regions, as described above.
Corporate and Other
Year Ended
December 31,
(US$ in millions)
2024
2023
% Change
Net sales
$
54 $
42
29 %
Cost of goods sold
(83)
(60)
38 %
Gross profit
(29)
(18)
(61) %
Selling, general and administrative expense
(658)
(602)
9 %
Foreign exchange gains — net
5
12
(58) %
EBIT attributable to noncontrolling interests
4
4
— %
Other income — net
83
73
14 %
Income (loss) from affiliates
1
(17)
106 %
Total Corporate and Other EBIT
$
(594) $
(548)
(8) %
2024 Compared to 2023
Corporate and Other EBIT decreased 8%, to a loss of $594 million for the year ended December 31, 2024. The decrease
was primarily driven by an increase in SG&A expense resulting from increased acquisition and integration costs associated
with the announced acquisition of Viterra, partially offset by lower variable compensation expense. The company recognized
acquisition and integrations costs within Corporate and Other EBIT of $244 million, and $114 million for the years ended
December 31, 2024, and 2023, respectively. The decrease described above was partially offset by the absence of recurring prior
year impairment charges of $20 million, reported in in Other income - net, related to a long-term investment and $16 million,
reported in Income (loss) from affiliates, related to a minority investment in Australian Plant Proteins, a start-up manufacturer
of novel protein ingredients.
Non-core Segment
Sugar and Bioenergy Segment
Year Ended
December 31,
(US$ in millions)
2024
2023
% Change
Net sales
$
130 $
235
(45) %
Cost of goods sold
(127)
(229)
(45) %
Gross profit
3
6
(50) %
Selling, general and administrative expense
(2)
(1)
100 %
Other income — net
196
2
9,700 %
Income from affiliates
18
157
(89) %
Total Sugar and Bioenergy Segment EBIT
$
215 $
164
31 %
2024 Bunge Annual Report
46
2024 Compared to 2023
Segment EBIT increased 31%, to $215 million for the year ended December 31, 2024. The increase was primarily due to
a $195 million gain on the sale of Bunge's 50% ownership share in BP Bunge Bioenergia, recorded in Other income - net. The
increase was partially offset by less favorable results from our investment in BP Bunge Bioenergia, primarily resulting from the
absence of a tax valuation allowance release in the current period as compared to the prior period, current period foreign
exchange losses on U.S. dollar denominated debt at BP Bunge Bioenergia, lower current period gross margins, and lower equity
method earnings following the sale. See Note 2- Acquisitions and Dispositions in the consolidated financial statements for
further details regarding the Company's disposition of BP Bunge Bioenergia.
Interest—A summary of consolidated interest income and expense follows:
Year Ended
December 31,
(US$ in millions)
2024
2023
% Change
Interest income
$
163 $
148
10 %
Interest expense
(471)
(516)
(9) %
2024 Compared to 2023
Interest income increased 10% to $163 million for the year ended December 31, 2024. Interest expense decreased 9% to
$471 million for the year ended December 31, 2024. Higher interest income is the result of higher balances in cash and cash
equivalents in the current year. Lower interest expense is the result of lower interest rates.
Liquidity and Capital Resources
Our main financial objectives are to prudently manage financial risks, ensure consistent access to liquidity, and minimize
cost of capital in order to efficiently finance our business and maintain balance sheet strength. We generally finance our
ongoing operations with cash flows generated from operations, issuances of commercial paper, borrowings under various
bilateral and syndicated revolving credit facilities, term loans, and proceeds from the issuance of senior notes. Acquisitions and
long-lived assets are generally financed with a combination of equity and long-term debt.
Working Capital
As of December 31,
(US$ in millions, except current ratio)
2024
2023
Cash and cash equivalents
$
3,311 $
2,602
Trade accounts receivable, net
2,148
2,592
Inventories
6,491
7,105
Other current assets
4,008
4,051
Total current assets
$
15,958 $
16,350
Short-term debt
$
875 $
797
Current portion of long-term debt
669
5
Trade accounts payable
2,777
3,664
Current operating lease obligations
286
308
Other current liabilities
2,828
2,913
Total current liabilities
$
7,435 $
7,687
Working capital(1)
$
8,523 $
8,663
Current ratio(1)
2.15
2.13
(1)
Working capital is defined as Total current assets less Total current liabilities; Current ratio represents Total current
assets divided by Total current liabilities.
2024 Bunge Annual Report
47
Working capital was $8,523 million at December 31, 2024, a decrease of $140 million from working capital of $8,663
million at December 31, 2023.
Cash and Cash Equivalents - Cash and cash equivalents were $3,311 million at December 31, 2024, an increase of
$709 million from $2,602 million at December 31, 2023. Cash balances are managed in accordance with our investment policy,
the objectives of which are to preserve the principal value of our cash assets, maintain a high degree of liquidity, and deliver
competitive returns subject to prevailing market conditions. Cash balances are typically invested in short-term deposits, money
market funds, and commercial paper programs with highly-rated financial institutions and in U.S. government securities. Please
refer to the Cash Flows section of this report, below, for details regarding the primary factors giving rise to the change in Cash
and cash equivalents during the year ended December 31, 2024.
Trade accounts receivable, net - Trade accounts receivable, net were $2,148 million at December 31, 2024, a decrease of
$444 million from $2,592 million at December 31, 2023. The decrease was primarily due to decreased Net sales in the current
period driven by factors described in the Segment Overview & Results of Operations section above.
Inventories - Inventories were $6,491 million at December 31, 2024, a decrease of $614 million from $7,105 million at
December 31, 2023. The decrease was primarily due to certain lower average commodity prices, including soybeans and wheat,
as well as overall lower volumes.
Readily marketable inventories ("RMI") comprise agricultural commodity inventories, such as soybeans, soybean meal,
soybean oil, palm oil, corn, and wheat that are readily convertible to cash because of their commodity characteristics, widely
available markets and international pricing mechanisms. Total RMI reported at fair value were $5,224 million and $5,837
million at December 31, 2024 and 2023, respectively (see Note 5- Inventories, to our consolidated financial statements).
Other current assets - Other current assets were $4,008 million at December 31, 2024, a decrease of $43 million from
$4,051 million at December 31, 2023. The decrease is primarily due to a decrease in secured advances to supplies, net as market
conditions in Brazil have led to a reduction in new advances in the current period, lower unrealized gains on derivative
contracts as a result of volatile commodity prices, and a decrease in prepaid expenses due to the changing market environment.
These decreases were partially offset by an increase in marketable securities and other short-term investments, a deferred
payment recorded in the current year in connection with the sale of BP Bunge Bioenergia that was collected in early 2025, and
the recognition of an insurance recovery receivable related to business interruption resulting from the Ukraine-Russia war in the
current year (see Note 6- Other Current Assets to our consolidated financial statements).
Short-term debt - Short-term debt, including the Current portion of long-term debt, was $1,544 million at December 31,
2024, an increase of $742 million from $802 million at December 31, 2023. The higher Short-term debt level at December 31,
2024 compared to December 31, 2023 is primarily due to an increase in the Current portion of long-term debt associated with
our 1.63% Senior Notes, due 2025, and higher borrowings by Bunge operating companies on local bank lines of credit.
Trade accounts payable - Trade accounts payable were $2,777 million at December 31, 2024, a decrease of $887 million
from $3,664 million at December 31, 2023. The decrease in Trade accounts payable was primarily due to certain lower average
commodity prices, including soybeans and wheat, lower volumes, and timing of payments.
Other current liabilities - Other current liabilities were $2,828 million at December 31, 2024, a decrease of $85 million
from $2,913 million at December 31, 2023. The decrease was primarily due to lower income tax payable as a result of lower
earnings, partially offset by higher unrealized losses on derivative contracts as a result of volatile commodity prices.
2024 Bunge Annual Report
48
Debt
Revolving Credit Facilities—At December 31, 2024, 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:
Committed
Capacity
Incremental
Commitments(2)
Borrowings
Outstanding
Revolving Credit Facilities (1)
Maturities
December 31,
2024
December 31,
2024
December 31,
2023
$1.1 Billion 364-day Revolving Credit Agreement
2025
$
1,100 $
— $
— $
—
$3.2 Billion 5-year Revolving Credit Agreement
2029
1,950
1,250
—
—
$3.5 Billion 3-year Revolving Facility Agreement
2026
1,750
1,750
—
—
$865 Million 5-year Revolving Credit Facility
2026
865
—
—
—
Total Revolving Credit Facilities
$
5,665 $
3,000 $
— $
—
(1)
See Note 17- Debt for further information on these programs. The short-term credit ratings of the commercial paper
program require Bunge to keep same day unused committed borrowing capacity under its long-term committed credit
facilities in an amount greater or equal to the amount of commercial paper issued and outstanding.
(2)
Incremental commitments are available to be drawn following the completion of the Viterra Acquisition subject to the
satisfaction of certain conditions.
Short and long-term debt—
Year Ended December 31,
2024
2023
Average total debt outstanding
$
5,480 $
5,293
As of December 31,
US$ in millions
2024
2023
Short-term debt
$
875 $
797
Long-term debt, including current portion
5,363
4,085
Total debt
$
6,238 $
4,882
Our total debt increased by $1,356 million to $6,238 million at December 31, 2024, from $4,882 million at
December 31, 2023, primarily due to an increase in Long-term debt, including current portion, resulting from the issuance of
three tranches of the September 2024 Senior Notes for an aggregate principal amount of $2.0 billion, partially offset by the
prepayment of a $750 million 3-year term loan agreement due in 2025. See Note 17- Debt for further information.
From time to time, through our financing subsidiaries, we enter into bilateral short-term credit lines as necessary. At
December 31, 2024, there were no borrowings outstanding under these bilateral short-term credit lines.
In addition, Bunge's operating companies had $875 million and $797 million in short-term borrowings outstanding
from local bank lines of credit at December 31, 2024, and 2023, 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 debt
financing ("Acquisition Financing"). On September 17, 2024, we completed the sale and issuance of three tranches of Senior
Notes for an aggregate principal amount of $2.0 billion. See Note 17- Debt for further information. As a result of the Senior
Notes issuance, and in accordance with its terms, the Acquisition Financing commitment was reduced by $2.0 billion with
$6.0 billion available as of December 31, 2024. Bunge intends to use a portion of the proceeds from the Acquisition Financing
and Senior Notes issuance to fund a portion of the cash consideration for Bunge's Acquisition of Viterra and to repay a portion
of certain Viterra debt to be assumed in connection with the Acquisition, including, in each case, related fees and expenses, and,
with any remaining amounts, for general corporate purposes.
2024 Bunge Annual Report
49
Also, in the third quarter of 2024, Bunge's wholly-owned subsidiary, Bunge Limited Finance Corp. ("BLFC"),
commenced offers (the "US Exchange Offers") to exchange all outstanding notes of certain series issued by Viterra Finance
B.V. ("VFBV") and guaranteed by Viterra and Viterra B.V., for up to $1.95 billion aggregate principal amount of new notes
issued by BLFC and guaranteed by Bunge. In addition, in the third quarter of 2024, Viterra commenced a consent solicitation
(the "European Consent Solicitation") to amend the indenture governing VFBV's outstanding 500 million Euro aggregate
principal amount of 0.375% senior unsecured notes due 2025 and outstanding 700 million Euro aggregate principal amount of
1.000% senior unsecured notes due 2028 to, among other things, substitute the issuer and guarantors of such notes with Bunge
Finance Europe B.V. ("BFE"), a wholly owned finance subsidiary of Bunge, as issuer, and Bunge as guarantor. See Note 17-
Debt for further information.
The US Exchange Offers and European Consent Solicitation are conditioned among other things, upon the
consummation of the Acquisition. This Annual Report is not intended to and does not constitute an offer to sell or purchase, or
the solicitation of an offer to sell or purchase, or the solicitation of any vote of approval or the solicitation of tenders or consents
with respect to any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer,
solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Registered Senior Notes — BLFC, a wholly owned finance subsidiary of Bunge, had the following outstanding debt
securities (collectively referred to as the "BLFC Notes") registered under the requirements of the Securities Act of 1933, as
amended, at December 31, 2024.
(US$ in millions)
Aggregate Principal Amount
Outstanding
Balance Outstanding
1.63% Senior Notes due 2025
$
600
599
3.25% Senior Notes due 2026
700
699
3.75% Senior Notes due 2027
600
598
4.10% Senior Notes due 2028
400
397
4.20% Senior Notes due 2029
800
793
2.75% Senior Notes due 2031
1,000
993
4.65% Senior Notes due 2034
800
790
Bunge unconditionally guarantees BLFC's obligations with respect to the BLFC Notes. Bunge's guarantees are
unsecured and unsubordinated obligations of Bunge and rank equally with all other unsecured and unsubordinated obligations
of Bunge. The guarantees provide that in the event of a default in payment of principal of, or interest on, BLFC Notes of a
particular series, the holder of such series of senior debt securities may institute legal proceedings directly against Bunge to
enforce the applicable guarantee without first proceeding against BLFC.
As a holding company, Bunge is dependent upon dividends, loans, or advances or other intercompany transfers of
funds from its subsidiaries to meet its obligations, including its obligations under the guarantee. The ability of certain of its
subsidiaries to pay dividends and make other payments to Bunge may be restricted by, among other things, applicable laws, as
well as agreements to which those subsidiaries may be party. Therefore, the ability of Bunge to make payments with respect to
the guarantee may be limited. The BLFC Notes effectively rank junior to all liabilities of Bunge's subsidiaries (other than
BLFC). In the event of a bankruptcy, liquidation, or dissolution of a subsidiary (other than BLFC) and following payment of its
liabilities, the subsidiary may not have sufficient assets remaining to make payments to Bunge as a shareholder or otherwise.
Credit Ratings—Bunge's debt ratings and outlook by major credit rating agencies at December 31, 2024 were as follows:
Short-term Debt(1)
Long-term Debt
Outlook
Standard & Poor's
A-2
BBB+
CreditWatch Positive
Moody's
P-2
Baa1
Stable
Fitch
F-2
BBB+
Stable
(1)
Short-term debt rating applies only to the commercial paper program with BLFC as the issuer.
Following the announcement of the Viterra Acquisition and the related financing activity described above, all three
rating agencies reviewed our credit ratings and published updated credit opinions on us, reflecting their views of the credit
profile of the Company both on a current standalone basis, and a pro-forma at closing basis. As well as with the issuance of
Bunge Senior Notes in September 2024, S&P, Moody’s, and Fitch have taken the following actions:
2024 Bunge Annual Report
50
•
S&P upgraded Bunge’s long-term debt credit rating to BBB+ on June 13, 2023 and further placed the outlook on
CreditWatch Positive for an upgrade to A- on September 9, 2024;
•
S&P also assigned a preliminary A- issue-level rating to Bunge's newly issued 2024 Senior Notes on September 10,
2024;
•
Moody’s upgraded Bunge’s long-term debt credit rating to Baa1 on August 1, 2024 with stable outlook; and
•
Fitch upgraded Bunge’s long-term debt credit rating to BBB+ on September 5, 2024 with stable outlook.
We expect Standard and Poor's to resolve their CreditWatch Positive status at or before the closing date of the
Acquisition, based on a variety of factors including but not limited to our operating performance, our financial position and
high certainty that the Acquisition will close.
Our debt agreements do not have any credit rating downgrade triggers that would accelerate maturity of our debt.
However, credit rating downgrades would increase borrowing costs under our syndicated credit facilities (a credit rating
upgrade, on the other hand, would reduce our borrowing cost) and, depending on their severity, could impede our ability to
obtain credit facilities or access the capital markets in the future on competitive terms. A significant increase in our borrowing
costs could impair our ability to compete effectively in our business relative to competitors with higher credit ratings.
Our credit facilities and certain senior notes require us to comply with specified financial covenants, including
minimum current ratio, maximum debt to capitalization ratio, and limitations on secured indebtedness. We were in compliance
with these covenants as of December 31, 2024.
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 $1 billion. The Program terminates on
May 17, 2031; however, each committed purchaser's commitment to purchase trade receivables under the Program will
terminate on December 16, 2025, with a feature that permits us to request 364-day extensions.
Under the Program's pledge structure, Bunge Securitization B.V. ("BSBV"), a consolidated bankruptcy remote special
purpose entity, transfers certain trade receivables to the Purchasers in exchange for a cash payment up to the aggregate size of
the Program. Bunge also retains ownership of a population of unsold receivables. BSBV agrees to guaranty the collection of
sold receivables and grants a lien to the administrative agent on all unsold receivables. Collections on unsold receivables and
guarantee payments are classified as operating activities in our consolidated statements of cash flows. Bunge’s risk of loss
following the sale of the trade receivables is substantially the same and limited to the assets of BSBV, primarily comprised of
unsold receivables pledged to the administrative agent.
Interest Rate Swap Agreements
We may use interest rate swaps in hedge accounting relationships and record the swaps at fair value in the consolidated
balance sheets with changes in fair value recorded contemporaneously in earnings. Additionally, the carrying amount of the
associated debt is adjusted through earnings for changes in fair value due to changes in benchmark interest rates. See Note 16-
Derivative Instruments and Hedging Activities to our consolidated financial statements.
2024 Bunge Annual Report
51
Equity
Total equity is set forth in the following table:
December 31,
(US$ in millions)
2024
2023
Registered shares
$
1 $
1
Additional paid-in capital (1)
5,325
5,900
Retained earnings
12,838
12,077
Accumulated other comprehensive loss
(6,702)
(6,054)
Treasury shares, at cost (2024—21,318,307 and 2023—16,109,804) (1)
(1,549)
(1,073)
Total Bunge shareholders' equity
9,913
10,851
Noncontrolling interests
1,032
963
Total equity
$
10,945 $
11,814
(1)
In the fourth quarter of 2024, Bunge Global SA cancelled 6,146,930 shares held in treasury totaling $572 million.
Total Bunge shareholders' equity was $9,913 million at December 31, 2024 compared to $10,851 million at
December 31, 2023. The decrease was primarily due to $1,100 million in repurchases of registered shares, as described in Note
22- Equity to our consolidated financial statements and in the Share repurchase program paragraph below, $648 million of loss
in Other comprehensive loss and $373 million of declared dividends to shareholders, as described in Note 22- Equity, partially
offset by $1,137 million of Net income attributable to Bunge shareholders.
Noncontrolling interests increased to $1,032 million at December 31, 2024 from $963 million at December 31, 2023
primarily due to $52 million of Net income attributable to noncontrolling interests and $53 million of contributions from
noncontrolling interests, partially offset by $32 million of loss in Other comprehensive loss.
Share repurchase program - As noted in Note 22- Equity, on November 13, 2024, Bunge Global SA's Board approved
the expansion of an existing program by an additional $500 million bringing total authorizations under the program since
inception to $2.7 billion. The program continues to have an indefinite term. As of December 31, 2024, a total of 19,667,739
shares were repurchased under the program for $1.9 billion with an aggregate purchase authorization of approximately
$800 million remaining outstanding for repurchases under the program. During the twelve months ended December 31, 2024,
Bunge repurchased 12,150,763 shares for $1.1 billion.
Cash Flows
Year ended December 31,
(US$ in millions)
2024
2023
Cash provided by operating activities
$
1,900 $
3,308
Cash used for investing activities
(1,114)
(1,009)
Cash used for financing activities
(90)
(856)
Effect of exchange rate changes on cash and cash equivalents and restricted cash
9
28
Net increase in cash and cash equivalents and restricted cash
$
705 $
1,471
Our cash flows from operations vary depending on, among other items, Net income and 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 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.
2024 Compared to 2023
For the year ended December 31, 2024, our cash and cash equivalents, restricted cash, and cash held for sale increased
$705 million, compared to an increase of $1,471 million for the year ended December 31, 2023.
Operating: Cash provided by operating activities was $1,900 million for the year ended December 31, 2024, compared to
$3,308 million for the year ended December 31, 2023, a decrease of $1,408 million. The decrease was primarily due to lower
reported net income during the year ended December 31, 2024 compared to the year ended December 31, 2023 as discussed in
2024 Bunge Annual Report
52
the Segment Overview & Results of Operations section above as well as an overall reduction to net changes in working capital
driven by the drivers discussed in Working Capital section above.
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 (losses) gains - net. For the year ended December 31, 2024, we
recorded a foreign currency loss on net debt of $174 million largely due to the weakening of the Brazilian real in the current
year versus a foreign currency gain on net debt for the year ended December 31, 2023 of $281 million, which were included as
adjustments to reconcile Net income to Cash provided by operating activities in the line item "Foreign exchange loss (gain) 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 $1,114 million for the year ended December 31, 2024 compared to
$1,009 million for the year ended December 31, 2023, an increase of $105 million. The increase was primarily due to higher net
payments for investments at Bunge Financial Services, higher spend on capital expenditures related to certain growth and
productivity projects in North America, and lower proceeds from the disposal of businesses and property, plant and equipment
during the year ended December 31, 2024, as compared to proceeds received on the sale of our Russian operations during the
year ended December 31, 2023. These uses of cash were partially offset by proceeds from the sale of our investment in affiliate,
BP Bunge Bioenergia, to BP.
Financing: Cash used for financing activities was $90 million for the year ended December 31, 2024 compared to $856
million for the year ended December 31, 2023, a decrease of $766 million. For the year ended December 31, 2024, we received
additional net cash proceeds from short-term and long-term debt of $1,186 million as a result of the issuance of three tranches
of Senior Notes for an aggregate principal amount of $2.0 billion, partially offset by the prepayment of a $750 million term loan
that occurred in 2024, as described above, and repurchased an additional $500 million registered shares compared to the
previous period.
Capital Expenditures
Our cash payments made for capital expenditures were $1,376 million and $1,122 million for the years ended
December 31, 2024 and 2023, respectively. We intend to make capital expenditures in the range of $1.5 billion to $1.7 billion in
2025. Our priorities for 2025 are to maintain the cash generating capacity of our assets through non-discretionary projects, such
as maintenance, safety and compliance, as well as discretionary investments in growth and productivity projects, focusing on
our strategy to strengthen our oilseeds platform, increase participation in biofuels and plant-based proteins, and grow our value-
added oils business. These discretionary and non-discretionary capital investments will also help us achieve certain of our
environmental and sustainability related objectives. We intend to fund these capital expenditures primarily with cash flows from
operations and cash on hand.
Off-Balance Sheet Arrangements
Guarantees and Indemnifications
Please refer to Note 20- Commitments and Contingencies to our consolidated financial statements included as part of
this Annual Report on Form 10-K for details concerning our off-balance sheet arrangements related to guarantees and
indemnifications.
2024 Bunge Annual Report
53
Contractual Obligations
The following table summarizes our scheduled contractual obligations and their expected maturities at December 31,
2024, and the effect such obligations are expected to have on our liquidity and cash flows in the future periods indicated.
Payments due by period
(US$ in millions)
Total
2025
2026 - 2027
2028 - 2029
2030 and
thereafter
Short-term debt
$
875 $
875 $
— $
— $
—
Long-term debt, including current portion(1)
5,663
690
1,627
1,464
1,882
Variable interest rate obligations
149
33
71
30
15
Interest obligations on fixed rate debt
898
169
297
205
227
Non-cancelable lease obligations(2)
1,077
315
354
143
265
Capital commitments
243
243
—
—
—
Freight supply agreements(3)
138
138
—
—
—
Inventory purchase commitments
188
182
3
2
1
Power supply purchase commitments
77
28
27
9
13
Other commitments and obligations(4)
669
310
191
90
78
Total contractual cash obligations(5)
$
9,977 $
2,983 $
2,570 $
1,943 $
2,481
(1)
Includes components of long-term debt attributable to unamortized premiums of $32 million and excludes components
of long-term debt attributable to fair value hedge accounting of $269 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 $57 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,
2024, Bunge had uncertain income tax liabilities of $75 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 $14 million to our defined benefit pension plans and $4 million to our postretirement benefit
plans in 2025. Further, we expect approximately $508 million in benefit payments related to our defined benefit pension and
postretirement benefit plans in 2025. The expected benefit payments in 2025 include $487 million related to the lump sum
payments and transfer of all remaining benefits due to the future conversion of the buy-in contract to a buy-out arrangement for
one of Bunge's defined benefit U.S. pension plans. See Note 18- Employee Benefit Plans for further information.
2024 Bunge Annual Report
54
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.
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 (losses) gains - 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, 2024). 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.
2024 Bunge Annual Report
55
Derivatives - Designated Hedging Activities
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 a market multiples
model based on guideline public companies; (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. Critical estimates in the determination of fair value under the market
approach include, but are not limited to, determination of the guideline public companies and selection of the market multiples.
During the fourth quarter of 2024, we performed our annual impairment assessment using a discounted cash flow
("DCF") method from the income approach and a guideline public companies method ("GPC") from the market approach,
giving equal emphasis to each. We determined equal emphasis was appropriate as the DCF method captured the growth and
margin expectations specific to the reporting units; whereas the GPC method captured market-specific factors using a
reasonably similar set of guideline public companies. The results of our annual impairment assessment determined that 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.
2024 Bunge Annual Report
56
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.
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 third quarter of 2024, certain of the above factors indicated an other than temporary
decline in value of one of our minority investments in North America. 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 20- Commitments and Contingencies to our consolidated financial statements.
Indemnifications
We have provided certain indemnifications in connection with our divestitures. In some instances, we have recorded
indemnification liabilities upon inception measured at fair value in accordance with ASC 460, Guarantees and ASC 450,
Contingencies. The estimates to determine the fair value prioritize observable inputs in accordance with ASC 820, Fair Value
Measurement. Our estimation techniques often employ probability weighting, assigning probabilities to various outcomes and
weighting the associated costs accordingly, based on consultations with internal experts. Changes in these assumptions and
estimates could impact the recorded liability. During the fourth quarter of 2024, in connection with the sale of our 50% interest
in BP Bunge Bioenergia, we agreed to indemnify BP against future losses associated with certain legal claims as defined in the
share purchase agreement. As a consequence, we recognized a liability of $95 million. Refer to Note 20- Commitments and
Contingencies to our consolidated financial statements for further details.
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 2024, we increased
valuation allowances by $5 million, primarily attributable to current year operations offset by currency movement in certain
jurisdictions.
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
2024 Bunge Annual Report
57
unrecognized tax benefits will affect the earnings in the quarter of such change. At December 31, 2024, we had recorded
uncertain tax positions of $75 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
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, 2024, the allowance for recoverable taxes was $25
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. This increased risk is monitored through, among other
2024 Bunge Annual Report
58
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.
Commodities Risk
We operate in many areas of the food industry, from agricultural raw materials to the production and sale of branded food
products. As a result, we purchase and produce various materials, many of which are agricultural commodities, including:
soybeans, soybean oil, soybean meal, palm oil (from crude to various degrees of refined products), softseeds (including
sunflower seed, rapeseed, and canola) and related oil and meal derived from them, wheat, barley, shea nut, and corn.
Agricultural commodities are subject to price fluctuations due to a number of unpredictable factors, including inflationary
pressures, that may create price risk. As described above, we are also subject to the risk of counterparty non-performance under
forward purchase and 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:
Year Ended
December 31, 2024
Year Ended
December 31, 2023
(US$ in millions)
Fair Value
Market Risk
Fair Value
Market Risk
Highest daily aggregated position value
$
762 $
(76) $
459 $
(46)
Lowest daily aggregated position value
$
(407) $
(41) $
(502) $
(50)
Ocean Freight Risk
Ocean freight represents a significant portion of our operating costs. The market price for ocean freight varies depending
on the supply and demand for ocean vessels, global economic conditions, inflationary pressure, and other factors. We enter into
time charter agreements for time on ocean freight vessels based on forecasted requirements for the purpose of transporting
agricultural commodities. Our time charter agreements generally have terms ranging from two months to approximately three
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, including
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.
2024 Bunge Annual Report
59
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, 2024, was not material.
When determining our exposure, we exclude intercompany loans that are deemed to be permanently invested.
Repayments of permanently invested intercompany loans are neither planned nor anticipated in the foreseeable future and are
therefore treated 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 (loss) income are foreign exchange
losses of $101 million and foreign exchange gains of $111 million for the year ended December 31, 2024 and 2023,
respectively, related to permanently invested intercompany loans. Activity in the twelve months ended December 31, 2024
includes reclassification of $133 million in foreign exchange losses from Other comprehensive (loss) income to Other income
(expense) - net, net of tax of zero, related to the disposition of BP Bunge Bioenergia. 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, 2024, was $6,249
million with a carrying value of $6,238 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, 2024, 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 $44 million in our interest expense on our variable rate debt at December 31, 2024. 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
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60
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
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-74 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, 2024, we carried out an evaluation, under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and
operation of our "disclosure controls and procedures," as that term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e).
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
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61
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).
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, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control
over financial reporting. However, we continue to migrate certain processes from across our operations to shared business
service models in order to consolidate back-office functions while standardizing our processes and financial systems globally.
These initiatives are not in response to any identified deficiency or weakness in our internal controls over financial reporting.
We plan to continue these initiatives in phases over the next several years and, accordingly, we have and will continue to align
and streamline the design and operation of our internal controls over financial reporting, as necessary, to accommodate
modifications to our business processes and accounting procedures.
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.
2024 Bunge Annual Report
62
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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,
2024, 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, 2024, 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, 2024, of the Company and our report dated February 20, 2025, expressed an unqualified opinion on those 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 20, 2025
2024 Bunge Annual Report
63
Item 9B. Other Information
None.
PART III
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 2025 Annual Meeting.
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 2025 Annual
Meeting under the captions "Election of Directors," "Corporate Governance-Board Meetings and Committees-Audit
Committee," "Corporate Governance-Board Structure and Size," "Corporate Governance-Board Independence," "Audit
Committee Report," "Corporate Governance-Corporate Governance Principles and Code of Conduct," "Insider Trading
Policy" 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-Information About Our Executive Officers and Key Employees," 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 2025
Annual Meeting under the captions "Executive Compensation Highlights," "Director Compensation," "Human Resources
and 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 2025 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 long-term incentive 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 2025 Annual
Meeting under the captions "Corporate Governance-Board Independence," "Certain Relationships and Related
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 2025 Annual
Meeting under the caption "Appointment of Independent Auditor for U.S. Securities Law Reporting and Reelection of
Statutory Auditor for Swiss Law Purposes" and possibly elsewhere therein. That information is incorporated in this Item 14
by reference.
2024 Bunge Annual Report
64
PART IV
Item 15. Exhibits, Financial Statement Schedules
a.
(1) (2) Financial Statements and Financial Statement Schedules
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 as defined and 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)
2.3 +++ Amendment, dated April 10, 2024, to the Business Combination Agreement dates as of June 13, 2023, by
and among Bunge Limited, Viterra Limited and the Sellers as defined and listed therein (incorporated by
reference from the Registrant's Form 10-Q filed April 24, 2024)
3.1
Articles of Association of Bunge Global SA, as amended, effective December 6, 2024 (incorporated by
reference from the Registrant’s Form 8-K filed on December 9, 2024)
3.2
Organizational Regulations, dated as of October 31, 2023 (incorporated by reference from the Registrant’s
Form 8-K12G3 filed on November 1, 2023)
4.1
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
4.2 *
Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of
1934
10.1
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)
10.2
Twenty-Fifth Amendment to Receivables Transfer Agreement, dated May 21, 2024, 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 and Purchaser Agents party thereto (incorporated by reference from the Registrant’s Form 10-Q
filed on August 1, 2024)
2024 Bunge Annual Report
65
Exhibit
Number
Description
10.3
Twenty-Sixth Amendment to Receivables Transfer Agreement, dated September 30, 2024, among Bunge
Securitization B.V., as Seller, Koninklijke Bunge B.V., as Master Servicer and Subordinated Lender,
Coöperatieve Rabobank U.A., as Administrative Agent, Committed Purchaser and Purchaser Agent and on
behalf of its Conduit Purchaser, Bunge Global SA, as Performance Undertaking Provider, Crédit Agricole
Corporate & Investment Bank, as Sustainability Co-ordinator, Bunge Agribusiness Iberica, S.L.U., as New
Spanish Originator, and the Conduit Purchasers, Committed Purchasers and Purchaser Agents party thereto
(incorporated by reference from the Registrant’s Form 10-Q filed on October 30, 2024)
10.4
Twenty-Seventh Amendment to Receivables Transfer Agreement, dated December 3, 2024, 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 and Purchaser Agents party thereto (incorporated by reference from the Registrant’s Form 8-K
filed on December 5, 2024)
10.5 +++ 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)
10.6
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)
10.7
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)
10.8
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)
10.9
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)
10.10
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)
10.11
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)
2024 Bunge Annual Report
66
Exhibit
Number
Description
10.12
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)
10.13 ++
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)
10.14
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)
10.15
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)
10.16 ++
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)
10.17
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)
10.18
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)
10.19
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)
10.20
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)
10.21
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 10.20 hereto
(incorporated by reference from Bunge Limited’s Form 8-K filed July 11, 2023)
10.22
Revolving Credit Agreement, dated as of March 1, 2024, among Bunge Limited Finance Corp., as
Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, Sumitomo Mitsui Banking
Corporation, as Syndication Agent, Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, Bank of
America, N.A., Bank of Montreal, BNP Paribas, Citibank, N.A., Coöperatieve Rabobank U.A., New
York Branch, Crédit Agricole Corporate and Investment Bank, Deutsche Bank Securities Inc., ING Bank
N.V., Mizuho Bank, Ltd. and Wells Fargo Bank, N.A., as Documentation Agents, and the several lenders
from time to time parties thereto (incorporated by reference from the Registrant’s Form 8-K filed on
March 6, 2024)
10.23
Guaranty, dated as of March 1, 2024, by Bunge Global SA to JPMorgan Chase Bank, N.A., in its capacity as
Administrative Agent under the Revolving Credit Agreement incorporated as Exhibit 10.22 hereto
(incorporated by reference from the Registrant’s Form 8-K filed on March 6, 2024)
2024 Bunge Annual Report
67
Exhibit
Number
Description
10.24 +++ 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)
10.25
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 10.24 hereto (incorporated by reference from Bunge Limited’s Form 8-K filed on June 26, 2023)
10.26
First Amended and Restated Revolving Credit Agreement, dated as of April 12, 2024, 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 the Registrant’s Form 8-K filed on
April 16, 2024)
10.27
First Amended and Restated Guaranty, dated as of April 12, 2024, by Bunge Global SA, as Guarantor, to
Coöperatieve Rabobank U.A., New York Branch, as Administrative Agent under the First Amended and
Restated Revolving Credit Agreement incorporated as Exhibit 10.26 hereto (incorporated by reference from
the Registrant’s Form 8-K Form 8-K filed on April 16, 2024)
10.28
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)
10.29
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 10.28 hereto (incorporated by reference from Bunge Limited’s Form 8-K
filed on June 26, 2023)
10.30
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)
10.31
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 10.30 hereto (incorporated by reference from Bunge
Limited’s Form 8-K filed on June 26, 2023)
10.32 +++ First Amended and Restated Facility Agreement, dated as of March 1, 2024, 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 the Registrant’s Form 8-K filed March 6, 2024)
10.33
Accordion Increase Certificate, dated as of March 1, 2024, under the First Amended and Restated Facility
Agreement incorporated as Exhibit 10.32 hereto (incorporated by reference from the Registrant’s Form 8-K
filed on March 6, 2024)
10.34
First Amendment and Waiver Agreement, dated as of March 1, 2024, under the First Amended and Restated
Facility Agreement incorporated as Exhibit 10.32 hereto (incorporated by reference from the Registrant’s
Form 8-K filed March 6, 2024)
10.35
First Amended and Restated Guaranty, dated as of March 1, 2024, by Bunge Global SA to Crédit Agricole
Corporate and Investment Bank, as the facility agent to the First Amended and Restated Facility Agreement
incorporated as Exhibit 10.32 hereto (incorporated by reference from the Registrant’s Form 8-K filed March
6, 2024)
10.36 +
Bunge 2009 Equity Incentive Plan, as amended and restated (incorporated by reference from the Registrant's
Form 8-K12G3 filed November 1, 2023)
10.37 +
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)
2024 Bunge Annual Report
68
Exhibit
Number
Description
10.38 +
Bunge 2016 Equity Incentive Plan, as amended and restated (incorporated by reference from the
Registrant’s Form 8-K12G3 filed November 1, 2023)
10.39 +
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)
10.40 +
Form of Global Restricted Stock Unit Agreement under the Bunge 2016 Equity Incentive Plan (incorporated
by reference from the Registrant’s Form 10-K filed February 22, 2024)
10.41 +
Form of Global Performance Unit Agreement under the Bunge 2016 Equity Incentive Plan (incorporated by
reference from the Registrant’s Form 10-K filed February 22, 2024)
10.42 +
Bunge 2024 Long-Term Incentive Plan (incorporated by reference from the Registrant’s Form 8-K filed on
May 16, 2024)
10.43 *+
Form of Global Restricted Stock Unit Agreement under the Bunge 2024 Long-Term Incentive Plan
10.44 *+
Form of Global Performance Unit Agreement under the Bunge 2024 Long-Term Incentive Plan
10.45 +
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)
10.46 +
Form of Restricted Stock Unit Award Agreement under the Bunge 2017 Non-Employee Directors Equity
Incentive Plan (incorporated by reference from the Registrant’s Form 10-K filed February 22, 2024)
10.47 +
Bunge Excess Benefit Plan effective January 1, 2009, and amendments thereto through January 1, 2023
(frozen plan as of December 31, 2022) (incorporated by reference from the Registrant’s Form 10-K filed
February 22, 2024)
10.48 +
Bunge Excess Contribution Plan (Amended and Restated as of January 1, 2023) (incorporated by reference
from the Registrant’s Form 10-K filed February 22, 2024)
10.49 +
Bunge Supplemental Excess Contribution Plan effective January 1, 2018, and amendment thereto through
January 1, 2020 (incorporated by reference from the Registrant’s Form 10-K filed February 22, 2024)
10.50 +
Bunge Employee Deferred Compensation Plan effective January 1, 2008, and amendment thereto through
November 1, 2023 (incorporated by reference from the Registrant’s Form 10-K filed February 22, 2024)
10.51 +
Bunge Annual Incentive Plan effective January 1, 2023, and amendment thereto through November 1, 2023
(incorporated by reference from the Registrant’s Form 10-K filed February 22, 2024)
10.52 +
Bunge Executive Severance Plan (incorporated by reference from Bunge Limited’s Form 10-Q filed on July
27, 2022)
10.53 +
Executive Employment Agreement, dated as of December 20, 2023, between Bunge Management Services,
Inc. and Gregory A. Heckman (incorporated by reference from the Registrant’s Form 10-K filed February
22, 2024)
10.54 +
Executive Employment Agreement, dated as of December 20, 2023, between Bunge Management Services,
Inc. and John W. Neppl (incorporated by reference from the Registrant’s Form 10-K filed February 22,
2024)
19.1 *
Insider Trading Policy
21.1 *
Subsidiaries of the Registrant
22.1 *
Subsidiary Issuers of Guaranteed Securities
23.1 *
Consent of Deloitte & Touche LLP
31.1 *
Certification of Bunge Global SA's Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley
Act
31.2 *
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
97.1
Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference from the
Registrant’s Form 10-K filed February 22, 2024)
2024 Bunge Annual Report
69
Exhibit
Number
Description
(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
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its
XBRL tags are embedded within the Inline XBRL document.
104
Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101)
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.
2024 Bunge Annual Report
70
BUNGE GLOBAL SA
Schedule II—Valuation and Qualifying Accounts
(US$ in millions)
Description
Balance at
beginning of
period
Charged to
costs and
expenses
Charged to
other
accounts(b)
Deductions
from reserves
Balance at
end of period
FOR THE YEAR ENDED
DECEMBER 31, 2022
Allowances for doubtful
accounts(a)
$
132
66
5
(67) (c)
$
136
Allowances for secured
advances to suppliers(d)
$
39
13
3
(12)
$
43
Allowances for recoverable
taxes
$
44
3
1
(12)
$
36
Income tax valuation
allowances
$
297
17
(7)
(38)
$
269
FOR THE YEAR ENDED
DECEMBER 31, 2023
Allowances for doubtful
accounts(a)
$
136
71
3
(74) (c)
$
136
Allowances for secured
advances to suppliers(d)
$
43
9
3
(16)
$
39
Allowances for recoverable
taxes
$
36
14
2
(17)
$
35
Income tax valuation
allowances
$
269
391
2
(72)
$
590
FOR THE YEAR ENDED
DECEMBER 31, 2024
Allowances for doubtful
accounts(a)
$
136
51
(11)
(63) (c)
$
113
Allowances for secured
advances to suppliers(d)
$
39
5
(8)
(4)
$
32
Allowances for recoverable
taxes
$
35
6
(7)
(9)
$
25
Income tax valuation
allowances
$
590
41
(16)
(20)
$
595
(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.
(d) Includes allowances for secured advances to suppliers for current and non-current secured advances.
2024 Bunge Annual Report
E-1
[This page intentionally left blank]
E-1
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)
F-2
Report of Statutory Auditor on the Consolidated Financial Statements
F-4
Consolidated Statements of Income for the Years Ended December 31, 2024, 2023 and 2022
F-7
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022
F-8
Consolidated Balance Sheets at December 31, 2024 and 2023
F-9
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022
F-10
Consolidated Statements of Changes in Equity and Redeemable Noncontrolling Interests for the Years Ended
December 31, 2024, 2023 and 2022
F-11
Notes to the Consolidated Financial Statements
F-14
2024 Bunge Annual Report
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2024 and 2023, and the related consolidated statements of income, comprehensive income, cash flows, and
changes in equity and redeemable noncontrolling interests, for each of the three years in the period ended December 31, 2024,
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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended
December 31, 2024, 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, 2024, 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 20, 2025, 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.
2024 Bunge Annual Report
F-2
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 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, as well as evaluated the qualifications of third party brokers.
◦
We searched for contradictory evidence to Level 3 inputs based on third party data, and our knowledge of the
commodities market and inquiries of management.
/s/ Deloitte & Touche LLP
St. Louis, Missouri
February 20, 2025
We have served as the Company's auditor since 2002.
2024 Bunge Annual Report
F-3
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 statement of income, the consolidated statement of comprehensive income, the consolidated
balance sheets, the consolidated statement of cash flows, the consolidated statement of changes in equity and redeemable non-
controlling interests and the notes to the consolidated financial statements including significant 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, 2024 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.
2024 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
F-4
Readily Marketable Inventories and Physically Settled Forward Purchase and Sale Contracts – Refer to
Notes 1 and 15 to the financial statements
Key audit matter
How the scope of our audit responded to the key
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.
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 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, as well as
evaluated the qualifications of third party
brokers.
–
We searched for contradictory evidence to
Level 3 inputs based on third party data,
and 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.
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.
2024 Bunge Annual Report
Bunge Global SA
Report of the statutory auditor
for the year ended December 31, 2024
F-5
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/Annik Jaton Hüni
/s/Nicolas de Portier de Villeneuve
Annik Jaton Hüni
Nicolas de Portier de Villeneuve
Licensed Audit Expert
Licensed Audit Expert
Auditor in Charge
Geneva, February 20, 2025
AJH/NDV/ahe
Enclosures
- Consolidated financial statements (consolidated statement of income, consolidated statement of comprehensive income,
consolidated balance sheets, consolidated statement of cash flows, consolidated statement of changes in equity and redeemable
non-controlling interests and notes to the consolidated financial statements)
2024 Bunge Annual Report
Bunge Global SA
Report of the statutory auditor
for the year ended December 31, 2024
F-6
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)
Year Ended December 31,
2024
2023
2022
Net sales
$
53,108 $
59,540 $
67,232
Cost of goods sold
(49,715)
(54,695)
(63,550)
Gross profit
3,393
4,845
3,682
Selling, general and administrative expenses
(1,776)
(1,715)
(1,369)
Interest income
163
148
71
Interest expense
(471)
(516)
(403)
Foreign exchange (losses) gains — net
(189)
20
(11)
Other income (expense) — net
442
129
(9)
(Loss) income from affiliates
(38)
140
105
Income before income tax
1,524
3,051
2,066
Income tax expense
(336)
(714)
(388)
Net income
1,188
2,337
1,678
Net (income) attributable to noncontrolling interests and redeemable
noncontrolling interests
(51)
(94)
(68)
Net income attributable to Bunge shareholders (Note 23)
$
1,137 $
2,243 $
1,610
Earnings per share—basic (Note 23)
Net income attributable to Bunge shareholders - basic
$
8.09 $
15.07 $
10.83
Earnings per share—diluted (Note 23)
Net income attributable to Bunge shareholders - diluted
$
7.99 $
14.87 $
10.51
The accompanying notes are an integral part of these consolidated financial statements.
2024 Bunge Annual Report
F-7
BUNGE GLOBAL SA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(U.S. dollars in millions)
Year Ended December 31,
2024
2023
2022
Net income
$
1,188 $
2,337 $
1,678
Other comprehensive (loss) income:
Foreign exchange translation adjustment
(929)
341
12
Unrealized gains (losses) on designated hedges, net of tax benefit (expense)
of $5, $(3), and $(2)
127
(99)
(81)
Pension adjustment, net of tax benefit (expense) of $4, $3, and $(5)
(24)
(18)
40
Reclassification of realized net losses to net income, net of tax (benefit)
expense of $(2), $3, and $12
146
99
122
Total other comprehensive (loss) income
(680)
323
93
Total comprehensive income
508
2,660
1,771
Comprehensive income attributable to noncontrolling interests and
redeemable noncontrolling interests
(19)
(100)
(46)
Comprehensive loss attributable to acquisition of redeemable noncontrolling
interest
—
—
(15)
Total comprehensive income attributable to Bunge
$
489 $
2,560 $
1,710
The accompanying notes are an integral part of these consolidated financial statements.
2024 Bunge Annual Report
F-8
BUNGE GLOBAL SA AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(U.S. dollars in millions, except share data)
December 31,
2024
December 31,
2023
ASSETS
Current assets:
Cash and cash equivalents
$
3,311 $
2,602
Trade accounts receivable (less allowances of $89 and $104) (Note 4)
2,148
2,592
Inventories (Note 5)
6,491
7,105
Other current assets (Note 6)
4,008
4,051
Total current assets
15,958
16,350
Property, plant and equipment, net (Note 7)
5,254
4,541
Operating lease assets (Note 25)
932
926
Goodwill (Note 8)
453
489
Other intangible assets, net (Note 9)
321
398
Investments in affiliates (Note 11)
779
1,280
Deferred income taxes (Note 14)
645
773
Other non-current assets (Note 12)
557
615
Total assets
$
24,899 $
25,372
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt (Note 17)
$
875 $
797
Current portion of long-term debt (Note 17)
669
5
Trade accounts payable (includes $388 and $823 carried at fair value)
2,777
3,664
Current operating lease obligations (Note 25)
286
308
Other current liabilities (Note 13)
2,828
2,913
Total current liabilities
7,435
7,687
Long-term debt (Note 17)
4,694
4,080
Deferred income taxes (Note 14)
379
400
Non-current operating lease obligations (Note 25)
595
566
Other non-current liabilities (Note 21)
847
824
Redeemable noncontrolling interests
4
1
Equity (Note 22):
Registered shares, par value $0.01; authorized not issued—86,861,666 shares; conditionally
authorized 32,285,894 shares; issued and outstanding: 2024 - 133,964,235 shares, 2023 -
145,319,668 shares
1
1
Additional paid-in capital
5,325
5,900
Retained earnings
12,838
12,077
Accumulated other comprehensive loss (Note 22)
(6,702)
(6,054)
Treasury shares, at cost; 2024—21,318,307 shares and 2023—16,109,804 shares
(1,549)
(1,073)
Total Bunge shareholders' equity
9,913
10,851
Noncontrolling interests
1,032
963
Total equity
10,945
11,814
Total liabilities, redeemable noncontrolling interest and equity
$
24,899 $
25,372
The accompanying notes are an integral part of these consolidated financial statements.
2024 Bunge Annual Report
F-9
BUNGE GLOBAL SA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in millions)
Year Ended December 31,
2024
2023
2022
OPERATING ACTIVITIES
Net income
$
1,188
$
2,337
$
1,678
Adjustments to reconcile net income to cash provided by (used for) operating activities:
Impairment charges
41
104
162
Foreign exchange loss (gain) on net debt
174
(281)
(101)
Depreciation, depletion and amortization
468
451
408
Share-based compensation expense
65
69
65
Deferred income tax (benefit) expense
(10)
(1)
(119)
Gain on sale of investments and property, plant and equipment
(205)
(4)
(6)
Results from affiliates
19
(157)
(106)
Other, net
65
117
97
Changes in operating assets and liabilities, excluding the effects of acquisitions and dispositions:
Trade accounts receivable
169
256
(206)
Inventories
96
1,518
(269)
Secured advances to suppliers
207
(121)
(14)
Trade accounts payable and accrued liabilities
(538)
(939)
67
Advances on sales
51
(140)
175
Net unrealized (gains) losses on derivative contracts
262
(366)
(31)
Margin deposits
36
173
(242)
Recoverable and income taxes, net
(242)
202
(94)
Marketable securities
(36)
23
325
Beneficial interest in securitized trade receivables
—
—
(6,940)
Other, net
90
67
(398)
Cash provided by (used for) operating activities
1,900
3,308
(5,549)
INVESTING ACTIVITIES
Payments made for capital expenditures
(1,376)
(1,122)
(555)
Proceeds from investments
887
49
326
Payments for investments
(1,285)
(69)
(321)
Settlements of net investment hedges
71
(64)
(135)
Proceeds from beneficial interest in securitized trade receivables
—
87
6,824
Proceeds from disposal of business and property, plant and equipment
8
170
508
Payments for investments in affiliates
(61)
(136)
(55)
Proceeds from sale of investments in affiliates
728
—
—
Other, net
(86)
76
(93)
Cash (used for) provided by investing activities
(1,114)
(1,009)
6,499
FINANCING ACTIVITIES
Net change in short-term debt with maturities of three months or less
137
138
127
Proceeds from short-term debt with maturities greater than three months
1,064
1,247
1,753
Repayments of short-term debt with maturities greater than three months
(1,077)
(987)
(1,856)
Proceeds from long-term debt
2,045
1,008
300
Repayments of long-term debt
(753)
(1,176)
(1,029)
Debt issuance costs
(24)
(30)
(3)
Proceeds from the exercise of options for common shares
11
9
92
Repurchases of registered or common shares
(1,100)
(600)
(200)
Dividends paid to registered, common or preference shareholders
(378)
(383)
(349)
Sale of noncontrolling interest
—
—
542
Acquisition of redeemable noncontrolling interest and noncontrolling interest
—
—
(102)
Settlement of cross currency swap
—
(79)
—
Capital contributions from (Return of capital to) noncontrolling interest
53
56
6
Other, net
(68)
(59)
(50)
Cash used for financing activities
(90)
(856)
(769)
Effect of exchange rate changes on cash and cash equivalents, restricted cash, and cash held for sale
9
28
66
Net increase in cash and cash equivalents, restricted cash, and cash held for sale
705
1,471
247
Cash and cash equivalents, restricted cash, and cash held for sale - beginning of period
2,623
1,152
905
Cash and cash equivalents, restricted cash, and cash held for sale - end of period
$
3,328
$
2,623
$
1,152
The accompanying notes are an integral part of these consolidated financial statements.
2024 Bunge Annual Report
F-10
BUNGE GLOBAL SA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS
(U.S. dollars in millions, except share data)
Registered Shares
Treasury Shares
Redeemable
Non-
Controlling
Interests
Shares
Amount
Shares
Amount
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Non-
Controlling
Interests
Total
Equity
Balance, January 1, 2024
$
1
145,319,668
$
1
16,109,804
$
(1,073) $
5,900
$
12,077
$
(6,054) $
963
$
11,814
Net (loss) income
(1)
—
—
—
—
—
1,137
—
52
1,189
Other comprehensive loss
—
—
—
—
—
—
—
(648)
(32)
(680)
Redemption value adjustment
2
—
—
—
—
—
(2)
—
—
(2)
Dividends on registered shares, $2.72 per share
—
—
—
—
—
—
(373)
—
—
(373)
Dividends to noncontrolling interests on subsidiary common stock
—
—
—
—
—
—
—
—
(4)
(4)
Capital contribution from noncontrolling interest
2
—
—
—
—
(2)
—
—
53
51
Share-based compensation expense
—
—
—
—
65
—
—
—
65
Cancellation of treasury shares
—
—
—
(6,146,930)
572
(572)
—
—
—
—
Repurchase of registered shares
—
(12,150,763)
—
12,150,763
(1,100)
—
—
—
—
(1,100)
Issuance of registered shares, including stock dividends
—
795,330
—
(795,330)
52
(66)
(1)
—
—
(15)
Balance, December 31, 2024
$
4
133,964,235
$
1
21,318,307
$
(1,549) $
5,325
$
12,838
$
(6,702) $
1,032
$
10,945
2024 Bunge Annual Report
F-11
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
$
1
—
$
—
18,835,812
$
(1,320) $
6,692
$
10,222
$
(6,371) $
732
$
9,956
Net (loss) income
(1)
—
—
—
—
—
—
—
2,243
—
95
2,338
Other comprehensive income
—
—
—
—
—
—
—
—
—
317
6
323
Redemption value adjustment
(2)
—
—
—
—
—
—
—
2
—
—
2
Dividends on common shares,
$2.6125 per share
—
—
—
—
—
—
—
—
(386)
—
—
(386)
Dividends to noncontrolling
interests on subsidiary common
stock
—
—
—
—
—
—
—
—
—
—
(17)
(17)
Capital contribution from
noncontrolling interest
—
—
—
—
—
—
—
—
—
—
56
56
Acquisition of noncontrolling
interest
—
—
—
—
—
—
—
—
—
—
91
91
Share-based compensation expense
—
—
—
—
—
—
—
69
—
—
—
69
Cancellation of common shares and
issuance of registered shares
—
(145,287,978)
(1)
145,287,978
1
—
—
—
—
—
—
—
Cancellation of treasury shares
—
—
—
—
—
(8,102,179)
845
(845)
—
—
—
—
Repurchase of common shares
—
(5,407,861)
—
—
—
5,407,861
(600)
—
—
—
—
(600)
Issuance of registered or common
shares, including stock dividends
—
787,907
—
31,690
—
(31,690)
2
(16)
(4)
—
—
(18)
Balance, December 31, 2023
$
1
—
$
—
145,319,668
$
1
16,109,804
$
(1,073) $
5,900
$
12,077
$
(6,054) $
963
$
11,814
2024 Bunge Annual Report
F-12
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, 2022
$
381
6,899,683
$
690
141,057,414
$
1
16,726,697
$
(1,120) $
5,590
$
8,979
$
(6,471) $
156
$
7,825
Net income
13
—
—
—
—
—
—
—
1,610
—
55
1,665
Other comprehensive income (loss)
(24)
—
—
—
—
—
—
—
—
115
2
117
Redemption value adjustment
1
—
—
—
—
—
—
—
—
—
—
—
Dividends on common shares,$2.40
per share
—
—
—
—
—
—
—
—
(362)
—
—
(362)
Dividends to noncontrolling
interests on subsidiary common
stock
—
—
—
—
—
—
—
—
—
—
(17)
(17)
Capital contribution from
noncontrolling interest
—
—
—
—
—
—
—
—
—
6
6
Sale of noncontrolling interest
—
—
—
—
—
—
247
—
—
295
542
Acquisition of redeemable
noncontrolling interest
(367)
—
—
—
—
—
—
45
—
(15)
235
265
Share-based compensation expense
—
—
—
—
—
—
—
65
—
—
—
65
Repurchase of common shares
—
—
—
(2,109,115)
—
2,109,115
(200)
—
—
—
—
(200)
Conversion of preference shares to
common shares
—
(6,899,683)
(690)
8,863,331
—
—
—
690
—
—
—
—
Issuance of common shares,
including stock dividends
—
—
—
2,096,302
—
—
—
55
(5)
—
—
50
Balance, December 31, 2022
$
4
—
$
—
149,907,932
$
1
18,835,812
$
(1,320) $
6,692
$
10,222
$
(6,371) $
732
$
9,956
The accompanying notes are an integral part of these consolidated financial statements.
2024 Bunge Annual Report
F-13
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 22- 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 results from the Company's
previously owned 50% ownership interest in BP Bunge Bioenergia, a joint venture with BP p.l.c. ("BP"). On October 1, 2024,
Bunge completed the sale of our 50% ownership share in BP Bunge Bioenergia to BP. Prior to the sale, the joint venture
operated in the ethanol, biopower, and sugar markets in Brazil. BP Bunge Bioenergia operated on a stand-alone basis with a
total of 11 mills located across the Southeast, North, and Midwest regions of Brazil. Bunge accounted for its interest in the joint
venture under the equity method of accounting. See Note 2- Acquisitions and Dispositions for further details regarding the
Company's disposition of BP Bunge Bioenergia.
Argentina
Bunge has significant operating subsidiaries in Argentina. Argentina has experienced hyperinflation, high fiscal deficit
and negative Gross Domestic Product ("GDP") growth in recent years. Throughout 2023 and 2022, Argentina’s government has
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
F-14
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 were
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. There were no transactions accounted for utilizing a preferential rate for the year ended
December 31, 2024.
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 both a corn milling facility
and an oilseed processor in Ukraine via joint ventures. As of December 31, 2024, 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.
In the year ended December 31, 2024, the Company recognized insurance recoveries related to the war of $58 million
which were recorded in Cost of goods sold in the consolidated statements of income. The recoveries included $52 million
attributable to business interruption and $6 million attributable to property damage. No impairments or charges related to the
war were recorded during the year ended December 31, 2024. However, 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.
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, 2024, the Company changed its reporting of purchases and sales activity within
the readily marketable inventories Level 3 reconciliation to align with the Company's value chain trade flows and intended use,
which had no net impact on Level 3 readily marketable inventories period end balances. Prior period activity has been
reclassified to conform to current presentation. See Note 15- Fair Value Measurements for further details regarding the
reclassification.
Further, 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.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-15
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 Accounting Standards Codification ("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.
December 31,
(US$ in millions)
2024
2023
2022
Cash and cash equivalents
$
3,311 $
2,602 $
1,104
Restricted cash included in Other current assets
17
21
26
Cash and cash equivalents in Assets held for sale
—
—
22
Total
$
3,328 $
2,623 $
1,152
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
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-16
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, softseeds 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 and liabilities 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
Description
Financial Instrument (Assets / Liabilities)
Level 1
Quoted prices (unadjusted) in active
markets for identical assets or
liabilities.
Exchange traded derivative contracts.
Marketable securities in active markets.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-17
Level 2
Observable inputs, including
adjusted Level 1 quotes, quoted
prices for similar assets or liabilities,
quoted prices in markets that are less
active than traded exchanges and
other inputs that are observable or
can be corroborated by observable
market data for substantially the full
term of the assets or liabilities.
Exchange traded derivative contracts (less liquid 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.
Level 3
Unobservable inputs that are
supported by little or no market
activity and that are a significant
component of the fair value of the
assets or liabilities.
Assets and liabilities whose value is determined using proprietary pricing
models, discounted cash flow methodologies or similar techniques.
Assets and liabilities for which the determination of fair value requires
significant management judgment or estimation.
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, softseeds
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 or
quantitatively tests 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
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-18
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:
Years
Buildings
10 - 50
Machinery and equipment
3 - 25
Furniture, fixtures and other
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
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-19
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 26- 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, softseeds, 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 significant
risks and rewards transfer to the customer. Sales terms provide for transfer of control of a product 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 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.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-20
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 24- 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 $30 million, $35 million, and $33 million for the years ended December 31, 2024, 2023, and 2022, 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, 2024, 2023, and 2022, Bunge
recorded program tax credits of $129 million, $176 million and $205 million in Net sales in the consolidated statements of
income, respectively. At December 31, 2024, and December 31, 2023, Bunge recognized a $12 million and $13 million
reduction to Other current liabilities, respectively, in the consolidated balance sheets related to benefits not yet realized.
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, 2024, 2023, and 2022, Bunge recorded program related cash grants of
$23 million, $24 million and $19 million in Cost of goods sold in the consolidated statements of income, respectively. At
December 31, 2024, and 2023, Bunge recognized a $4 million and $1 million increase to Trade accounts receivable,
respectively, in the consolidated balance sheets related to benefits not yet realized.
Recently Adopted Accounting Pronouncements
In the fourth quarter of 2024, the Company adopted Accounting Standards Update ASU 2023-07, Segment Reporting
—Improvements to Reportable Segment Disclosures (Topic 280) ("ASU 2023-07"), which 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. ASU 2023-07 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. The adoption of this guidance resulted in
expanded disclosures in Note 26- Segment Information.
New Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense
Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03"). The standard is intended to enhance transparency of income
statement disclosures, primarily through additional disaggregation of relevant expense captions. ASU 2024-03 is effective for
fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Entities can
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-21
adopt the change prospectively or retrospectively to any or all prior periods presented in the financial statements. The Company
is currently evaluating the impact of the standard on its consolidated financial statements.
In March 2024, the SEC adopted final climate-related disclosure rules under SEC Release No. 33-11275, The
Enhancement and Standardization of Climate-Related Disclosures for Investors. The rules require disclosure of governance,
risk management, and strategy related to material climate-related risks as well as disclosure of material greenhouse gas
emissions in registration statements and annual reports. In addition, the rules require presentation of certain climate-related
disclosures in the annual consolidated financial statements. On April 4, 2024, the SEC voluntarily stayed the effective date of
the final rules pending completion of judicial review following certain legal challenges. The rules are effective beginning with
annual periods ending December 31, 2025, pending resolution of the stay. Bunge is currently evaluating the impact of the rules
on the Company’s disclosures.
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740) ("ASU
2023-09"). ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well
as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax
disclosures that would be useful in making capital allocation decisions. The new requirements apply to all entities subject to
income taxes and will be effective for annual periods beginning after December 15, 2024. The guidance will be applied on a
prospective basis with the option to apply the standard retrospectively and early adoption is permitted. The Company has begun
evaluating disclosure presentation alternatives that will result in expanded disclosure in the Company's Income Taxes footnote.
2. ACQUISITIONS AND DISPOSITIONS
Acquisitions
Viterra Limited Business Combination Agreement
On June 13, 2023, Bunge entered into a definitive business combination agreement (the "Business Combination
Agreement") with Viterra Limited ("Viterra") and its shareholders including certain affiliates of Glencore PLC, Canada Pension
Plan Investment Board, and British Columbia Investment Management Corporation (collectively, the "Sellers"), to acquire
Viterra in a stock and cash transaction (the "Acquisition"). Bunge shareholders approved the Acquisition at the Extraordinary
General Meeting held October 5, 2023. The Acquisition of Viterra by Bunge will create an innovative global agribusiness
company well positioned to meet the demands of increasingly complex markets and better serve farmers and end-customers.
Under the terms of the Business Combination Agreement, Viterra shareholders are anticipated to receive
approximately 65.6 million registered shares of Bunge, with an aggregate value of approximately $5.1 billion as of
December 31, 2024 and receive approximately $2.0 billion in cash (collectively the "Transaction Consideration"), in return for
100% of the outstanding equity of Viterra. The determination of the final value of the Transaction Consideration will depend on
the Company's share price at the time of closing. Upon completion of the transaction, the Sellers are expected to own
approximately 30% of the combined Bunge company on a fully diluted basis, before giving effect to any share repurchases by
Bunge occurring after June 13, 2023.
In connection with the execution of the Business Combination Agreement, Bunge secured a total of $8.0 billion in
acquisition debt financing ("Acquisition Financing"). On September 17, 2024, Bunge completed the sale and issuance of three
tranches of unsecured senior notes ("Senior Notes") for an aggregate principal amount of $2.0 billion. See Note 17- Debt for
further information. As a result of the Senior Notes issuance, and in accordance with its terms, the Acquisition Financing
commitment was reduced by $2.0 billion with $6.0 billion available as of December 31, 2024. Bunge intends to use a portion of
the proceeds from the Acquisition Financing and Senior Notes issuance to fund a portion of the cash consideration for Bunge's
Acquisition of Viterra and to repay a portion of certain Viterra debt to be assumed in connection with the Acquisition,
including, in each case, related fees and expenses, and, with any remaining amounts, for general corporate purposes.
Also, in the third quarter of 2024, Bunge's wholly-owned subsidiary, Bunge Limited Finance Corp. ("BLFC"),
commenced offers (the "US Exchange Offers") to exchange all outstanding notes of certain series issued by Viterra Finance
B.V. ("VFBV") and guaranteed by Viterra and Viterra B.V., for up to $1.95 billion aggregate principal amount of new notes
issued by BLFC and guaranteed by Bunge. In addition, in the third quarter of 2024, Viterra commenced a consent solicitation
(the "European Consent Solicitation") to amend the indenture governing VFBV's outstanding 500 million Euro aggregate
principal amount of 0.375% senior unsecured notes due 2025 and outstanding 700 million Euro aggregate principal amount of
1.000% senior unsecured notes due 2028 to, among other things, substitute the issuer and guarantors of such notes with Bunge
Finance Europe B.V. ("BFE"), a wholly owned finance subsidiary of Bunge, as issuer, and Bunge as guarantor. The US
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-22
Exchange Offers and European Consent Solicitation are conditioned, among other things, upon the consummation of the
Acquisition. See Note 17- Debt for further information.
The Acquisition is subject to the satisfaction of regulatory approvals and other customary closing conditions. The
Acquisition is expected to receive the remaining regulatory approvals and close in the next few months. The Business
Combination Agreement may be terminated by mutual written consent of the parties and includes certain customary termination
rights. If the Business Combination Agreement is terminated in connection with certain circumstances relating to the failure to
obtain certain antitrust and competition clearances that are conditions to closing, Bunge would be obligated to pay the Sellers a
fee of $400 million in the aggregate.
Additionally, on June 12, 2023, in contemplation of the Business Combination Agreement, Bunge Limited's Board of
Directors approved the expansion of an existing share repurchase program resulting in an aggregate purchase authorization of
$2.0 billion for the repurchase of Bunge's issued and outstanding shares. On November 13, 2024, Bunge Global SA's Board of
Directors authorized the repurchase of an additional $500 million of its issued and outstanding registered shares. During the
period June 13, 2023 through December 31, 2024, Bunge repurchased 17,558,624 shares for $1.7 billion. Therefore, as of
December 31, 2024, an aggregate purchase authorization of $800 million remains outstanding for repurchases under the
program. See Note 22- 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 $71 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. In the
second quarter of 2024, Bunge closed on the Nova Mutum Silo and the remaining asset acquisitions are expected to close
separately per each agreement in the first half of 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 early 2025, 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).
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-23
Dispositions
BP Bunge Bioenergia
On June 19, 2024, Bunge entered into a definitive share purchase agreement with BP Biofuels Brazil Investment
Limited ("BP") to sell its 50% ownership share in BP Bunge Bioenergia. On October 1, 2024, the transaction closed in
accordance with the terms of the share purchase agreement for a total net amount of $828 million in consideration inclusive of
certain closing adjustments for the value of net working capital and net debt, among other items. As of December 31, 2024,
$728 million in cash consideration had been received and recorded as a cash inflow within Proceeds from investments in
affiliates on the consolidated statement of cash flows. Also, per the terms of the agreement, a $100 million deferred payment,
received in early 2025 and applied to the consideration of the transaction, has been recorded within Other current assets on the
consolidated balance sheet.
In connection with the transaction, Bunge has agreed to indemnify BP against future losses associated with certain
legal claims as defined in the share purchase agreement. As a consequence, Bunge recognized a liability of $95 million in
accordance with ASC 460, Guarantees and ASC 450, Contingencies. See Note 20- Commitments and Contingencies for more
information.
The disposal group included Investments in affiliates of $385 million and a $142 million release of Accumulated other
comprehensive loss, among other items, reported under the Sugar and Bioenergy segment. The transaction close resulted in a
pretax gain on sale of $195 million, which was recorded within Other income (expense) - net, in the consolidated statement of
income for the year ended December 31, 2024.
Partnership with Repsol - Bunge Iberica SA
On March 26, 2024, Bunge entered into a definitive stock purchase agreement with Repsol Industrial Transformation,
SLU, a wholly owned subsidiary of Repsol SA, whereby Bunge will divest 40% of its Spanish operating subsidiary, Bunge
Iberica SA ("BISA"), in exchange for approximately $300 million plus up to $40 million in contingent payments, subject to
certain purchase price adjustments. BISA operates three industrial facilities in the Iberian Peninsula. The transaction is expected
to close in early 2025, subject to customary closing conditions.
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.
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 ASC 460, Guarantees. See Note 20- Commitments and Contingencies for
more information.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-24
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
$
19
Trade accounts receivable (less allowances of zero)
15
Inventories
33
Other current assets
14
Property, plant and equipment, net
24
Goodwill & Other intangible assets, net
10
Other non-current assets
8
Impairment reserve
(90)
Total assets
$
33
Trade accounts payable and accrued liabilities
$
3
Other current liabilities
16
Total liabilities
$
19
Mexico Wheat Milling Disposition
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
$30 million tax expense in connection with the disposal. On September 14, 2022, the transaction closed in accordance with the
terms of the agreement.
The following table presents the book values of the major classes of assets and liabilities that were included in the
disposal group, reported under the Milling segment:
(US$ in millions)
Trade accounts receivable
$
73
Inventories
187
Other current assets
7
Property, plant and equipment, net
164
Operating lease assets
2
Goodwill & Other intangible assets, net
86
Impairment reserve
(170)
Total assets
$
349
Trade accounts payable
$
13
Current operating lease obligations
1
Other current liabilities
5
Total liabilities
$
19
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-25
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, 2024, 2023, and 2022, net returns from these activities were $58 million, $36 million,
and $32 million, respectively, and were included as a reduction of Cost of goods sold in the accompanying consolidated
statements of income. As of December 31, 2024, and 2023, time deposits and LCs of $6,914 million and $6,880 million,
respectively, were presented net on the consolidated balance sheets as the criteria of ASC 210-20, Offsetting, had been met. At
December 31, 2024, and 2023, time deposits, including those presented on a net basis, carried weighted-average interest rates of
5.22% and 5.77%, respectively. During the years ended December 31, 2024, 2023, and 2022, total net proceeds from
discounting of LCs were $6,799 million, $6,730 million, and $5,826 million, respectively. These cash inflows are offset by the
related cash outflows resulting from placement of the time deposits and repayment of the LCs. All cash flows related to the
programs are included in operating activities in the consolidated statements of cash flows.
As part of the trade structured finance activities, LCs may be sold to financial institutions on a discounted basis. Bunge
does not service derecognized LCs. The terms of the sale may require the Company to continue to make periodic interest
payments to financial institutions based on changes in the Secured Overnight Financing Rate ("SOFR") for a period of up to
one year. Bunge’s payment obligation to financial institutions as part of the trade structured finance activities, reported in Other
current liabilities, including any unrealized gain or loss on changes in SOFR is not significant as of December 31, 2024, and
2023. The notional amounts of LCs subject to continuing variable interest payments that have been derecognized from the
Company's consolidated balance sheets as of December 31, 2024, and 2023 are included in Note 16- Derivative Instruments and
Hedging Activities. The net gain or loss included in Cost of goods sold resulting from the fair valuation of such variable interest
rate obligations is not significant for the years ended December 31, 2024, 2023, and 2022.
4. TRADE ACCOUNTS RECEIVABLE AND TRADE RECEIVABLES SECURITIZATION PROGRAM
Trade Accounts Receivable
Changes to the allowance for expected credit losses related to Trade accounts receivable are as follows:
Twelve Months Ended December 31, 2024
Rollforward of the Allowance for Credit Losses (US$ in millions)
Short-term
Long-term (1)
Total
Allowance as of January 1, 2024
$
104 $
32 $
136
Current period provisions
50
1
51
Recoveries
(48)
(2)
(50)
Write-offs charged against the allowance
(11)
(2)
(13)
Foreign exchange translation differences
(6)
(5)
(11)
Allowance as of December 31, 2024
$
89 $
24 $
113
(1)
Long-term portion of the allowance for credit losses is included in Other non-current assets.
Twelve Months Ended December 31, 2023
Rollforward of the Allowance for Credit Losses (US$ in millions)
Short-term
Long-term (1)
Total
Allowance as of January 1, 2023
$
90 $
46 $
136
Current period provisions
71
—
71
Recoveries
(57)
(2)
(59)
Write-offs charged against the allowance
(2)
(13)
(15)
Foreign exchange translation differences
2
1
3
Allowance as of December 31, 2023
$
104 $
32 $
136
(1)
Long-term portion of the allowance for credit losses is included in Other non-current assets.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-26
Trade Receivables Securitization Program
Bunge and certain of its subsidiaries participate in a trade receivables securitization program (the "Program") with a
financial institution, as administrative agent, and certain commercial paper conduit purchasers and committed purchasers
(collectively, the "Purchasers"). Koninklijke Bunge B.V., a wholly owned subsidiary of Bunge, acts as master servicer,
responsible for servicing and collecting the accounts receivable for the Program. The Program is designed to enhance Bunge’s
financial flexibility by providing an additional source of liquidity for its operations.
The Program provides for funding of up to $1.5 billion and from time to time with the consent of the administrative
agent, Bunge may request one or more of the existing committed purchasers or new committed purchasers to increase the total
commitments by an amount not to exceed $1 billion pursuant to an accordion provision. The Program will terminate on May
17, 2031; however, each committed purchaser's commitment to purchase trade receivables under the Program will terminate
earlier on December 16, 2025, with a feature that permits Bunge to request 364-day extensions. The Program includes
sustainability provisions, pursuant to which the applicable margin will be increased or decreased based on Bunge's performance
relative to certain sustainability targets, including, but not limited to, science-based targets ("SBTs") that define Bunge's climate
goals within its operations and a commitment to a deforestation-free supply chain in 2025.
The Program’s current pledge structure results from a November 16, 2022 amendment which replaced the existing
deferred purchase price ("DPP") structure. Under the Program's pledge structure, Bunge Securitization B.V. ("BSBV"), a
consolidated bankruptcy remote special purpose entity, transfers certain trade receivables to the Purchasers in exchange for a
cash payment up to the aggregate size of the Program. Bunge also retains ownership of a population of unsold receivables.
BSBV agrees to guaranty the collection of sold receivables and grants a lien to the administrative agent on all unsold
receivables. Collections on unsold receivables and guarantee payments are classified as operating activities in Bunge’s
consolidated statements of cash flows.
At November 16, 2022, the effective date of the amended Program, $741 million of sold receivables were
repurchased through a non-cash investing exchange of the DPP. As of December 31, 2024, the Company has collected
substantially all of the repurchased receivables.
December 31,
(US$ in millions)
2024
2023
Receivables sold which were derecognized from Bunge's balance sheet
$
1,148
$
1,230
Receivables pledged to the administrative agent and included in Trade accounts receivable
$
123
$
343
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.
Years Ended December 31,
(US$ in millions)
2024
2023
2022
Gross receivables sold
$
12,490 $
11,669 $
17,248
Proceeds received in cash related to transfer of receivables (1)
$
12,442 $
11,615 $
16,340
Cash collections from customers on receivables previously sold
$
12,572 $
11,539 $
17,450
Discounts related to gross receivables sold included in SG&A
$
48 $
54 $
23
(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 reports 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.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-27
5. INVENTORIES
Inventories by reportable segment and Corporate and Other consist of the following:
December 31,
(US$ in millions)
2024
2023
Agribusiness
$
5,090 $
5,830
Refined and Specialty Oils
1,188
1,096
Milling
209
175
Corporate and Other
4
4
Total
$
6,491 $
7,105
RMI by reportable segment consist of the following:
December 31,
(US$ in millions)
2024
2023
Agribusiness(1)
$
4,819 $
5,519
Refined and Specialty Oils
339
302
Milling
66
16
Total
$
5,224 $
5,837
(1)
The Company engages in trading and distribution, or merchandising activities. Included in RMI is $3,612 million and
$4,242 million attributable to merchandising activities at December 31, 2024 and 2023, respectively.
6. OTHER CURRENT ASSETS
Other current assets consist of the following:
December 31,
(US$ in millions)
2024
2023
Unrealized gains on derivative contracts, at fair value
$
1,286 $
1,481
Prepaid commodity purchase contracts (1)
216
320
Secured advances to suppliers, net (2)
239
462
Recoverable taxes, net
315
378
Margin deposits
579
618
Marketable securities and other short-term investments (3)
484
105
Income taxes receivable
122
54
Prepaid expenses
164
346
Restricted cash
17
21
Disposition receivable (4)
100
—
Insurance recovery receivable (5)
52
—
Other
434
266
Total
$
4,008 $
4,051
(1)
Prepaid commodity purchase contracts represent advance payments against contracts for future deliveries of specified
quantities of agricultural commodities. The balance includes certain advance payments on contracts with various
unconsolidated investees see Note 19- 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.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-28
The balance includes certain advance payments on contracts with various unconsolidated investees see Note 19-
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 $5 million and $8 million at December 31, 2024
and 2023, respectively. Bunge periodically evaluates the collectability of its secured advances to suppliers and records
allowances if it 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, $25 million, and $22 million, for the years ended
December 31, 2024, 2023, and 2022, respectively, is included in Net sales in the consolidated statements of income.
(3)
Marketable securities and other short-term investments—Bunge invests in foreign government securities, corporate
debt securities, deposits, equity securities, and other securities. The following is a summary of amounts recorded in the
consolidated balance sheets as marketable securities and other short-term investments.
December 31,
(US$ in millions)
2024
2023
Foreign government securities
$
229 $
39
Certificate of deposits/time deposits
136
—
Equity securities
21
28
Other
98
38
Total marketable securities and other short-term investments
$
484 $
105
As of December 31, 2024 and 2023, $386 million and $67 million, respectively, of marketable securities and other
short-term investments are recorded at fair value. All other investments were recorded at cost, and due to the short-
term nature of these investments, their carrying values approximate fair values. For the years ended December 31,
2024, 2023, and 2022, unrealized gains/(losses) of $9 million, zero, and $(140) million, respectively, have been
recorded and recognized in Other income (expense) - net for investments held at December 31, 2024, 2023, and 2022.
(4)
On October 1, 2024, Bunge completed the sale of our 50% ownership share in BP Bunge Bioenergia to BP. In
connection with the sale, a disposition receivable of $100 million was recorded at December 31, 2024 and collected in
early 2025. See Note 2- Acquisitions and Dispositions for further information.
(5)
In the year ended December 31, 2024, the Company recognized an insurance recovery related to the Ukraine-Russia
war of $52 million attributable to business interruption. See Note 1- Nature of Business, Basis of Presentation and
Significant Accounting Policies for further information.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-29
7. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, net consist of the following:
December 31,
(US$ in millions)
2024
2023
Land
$
388 $
399
Buildings
1,970
1,909
Machinery and equipment
5,473
5,262
Furniture, fixtures and other
667
640
Construction in progress
1,533
1,017
Gross book value
10,031
9,227
Less: accumulated depreciation and depletion
(4,777)
(4,686)
Property, plant and equipment, net
$
5,254 $
4,541
Bunge's paid and accrued capital expenditures amounted to $1,400 million, $1,192 million, and $593 million during the
years ended December 31, 2024, 2023, and 2022, respectively. Included in these capitalized expenditures was capitalized
interest on construction in progress of $40 million, $19 million, and $3 million for the years ended December 31, 2024, 2023,
and 2022, respectively. Depreciation and depletion expense was $431 million, $390 million, and $363 million for the years
ended December 31, 2024, 2023, and 2022, 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 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. Critical
estimates in the determination of fair value under the market approach include, but are not limited to, determination of the
guideline public companies and selection of the market multiples.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-30
Changes in the carrying value of goodwill by reportable segment for the years ended December 31, 2024 and 2023 are as
follows:
(US$ in millions)
Agribusiness
Refined and
Specialty Oils
Milling
Sugar and
Bioenergy
Total
Cost:
Balance at December 31, 2023
$
211 $
300 $
89 $
— $
600
Additions
2
—
—
—
2
Disposals
—
—
—
—
—
Foreign currency translation
(19)
(9)
(13)
—
(41)
Balance at December 31, 2024
194
291
76
—
561
Accumulated impairment losses:
Balance at December 31, 2023
(2)
(106)
(3)
—
(111)
Impairment charge for the period
—
—
—
—
—
Disposals
—
—
—
—
—
Foreign currency translation
—
3
—
—
3
Balance at December 31, 2024
(2)
(103)
(3)
—
(108)
Net carrying value at December 31, 2024
$
192 $
188 $
73 $
— $
453
(US$ in millions)
Agribusiness
Refined and
Specialty Oils
Milling
Sugar and
Bioenergy
Total
Cost:
Balance at December 31, 2022
$
203 $
292 $
85 $
— $
580
Disposals
—
—
—
—
—
Foreign currency translation
8
8
4
—
20
Balance at December 31, 2023
211
300
89
—
600
Accumulated impairment losses:
Balance at December 31, 2022
(2)
(105)
(3)
—
(110)
Impairment charge for the period
—
—
—
—
—
Disposals
—
—
—
—
—
Foreign currency translation
—
(1)
—
—
(1)
Balance at December 31, 2023
(2)
(106)
(3)
—
(111)
Net carrying value at December 31, 2023
$
209 $
194 $
86 $
— $
489
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-31
9. OTHER INTANGIBLE ASSETS
Other intangible assets, net are all finite-lived and consist of the following:
December 31,
(US$ in millions)
2024
2023
Gross carrying amount:
Trademarks/brands
$
145 $
156
Licenses
82
102
Port rights
53
68
Customer relationships
288
299
Patents
125
131
Other
36
37
729
793
Accumulated amortization:
Trademarks/brands
(116)
(122)
Licenses
(12)
(10)
Port rights
(19)
(21)
Customer relationships
(145)
(133)
Patents
(93)
(86)
Other
(23)
(23)
(408)
(395)
Other intangible assets, net
$
321 $
398
Amortization expense was $37 million, $61 million, and $41 million for the years ended December 31, 2024, 2023 and
2022, respectively. The estimated future amortization expense is as follows: $36 million for 2025; $37 million for 2026; $36
million for 2027; $27 million for 2028; and $25 million for 2029.
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 benefit) and Net income attributable to noncontrolling interests and redeemable noncontrolling
interests included $3 million of expense (net of $1 million in tax benefit) related to accelerated amortization.
10. IMPAIRMENTS
For the year ended December 31, 2024, Bunge recorded an impairment charge of $19 million in (Loss) income from
affiliates associated with one of its equity method investments, see Note 11- Investments in Affiliates and Variable Interest
Entities for further details.
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 (Loss) income from affiliates associated with one of its equity method
investments, see Note 11- Investments in Affiliates and Variable Interest Entities for further details.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-32
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 (Loss) 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.
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 (Loss) 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, 2024, the aggregate of all basis differences was a debit of
$134 million, including $46 million of amortizable basis difference. At December 31, 2023, the aggregate of all basis
differences was a credit of $56 million, including $95 million of amortizable basis difference. The change from the prior year is
primarily attributable to the sale of BP Bunge Bioenergia. At December 31, 2024, the remaining aggregate basis differences are
primarily associated with equity method investments in South America. Certain significant equity method investments at
December 31, 2024 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 B.V. 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.
ProMaiz S.A. - Bunge has a 50% ownership interest in a corn wet milling facility joint venture with Aceitera General
Deheza S.A. in Argentina for the production of ethanol.
Sinova Inovações Agrícolas S.A. ("Sinova") - 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
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.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-33
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 had a 50% ownership interest in BP Bunge Bioenergia, a joint venture with BP. On
October 1, 2024, we completed the sale of our 50% interest in BP Bunge Bioenergia to BP. See Note 2- Acquisitions and
Dispositions for further information.
Summarized financial information, combined, for all of Bunge's equity method investees is as follows:
December 31,
(US$ in millions)
2024
2023
Current assets
$
3,007 $
4,755
Noncurrent assets
2,509
4,345
Total assets
$
5,516 $
9,100
Current liabilities
$
2,674 $
3,590
Noncurrent liabilities
1,207
2,344
Total liabilities
$
3,881 $
5,934
Years ended December 31,
(US$ in millions)
2024
2023
2022
Net sales
$
11,520 $
12,529 $
11,268
Gross profit
715
907
953
Net income (loss)
(39)
283
312
Pending Transactions
Terminal XXXIX De Santos S.A. (“T-39”) - On May 29, 2024, Bunge entered into a share purchase agreement to
indirectly acquire a 25% interest of T-39. The acquisition price for Bunge's 25% interest is Brazilian reais ("R$") 300 million
(approximately $48 million). T-39 operations primarily consist of a port facility located in the Port of Santos, Brazil. The
transaction is expected to close in early 2025, subject to customary closing conditions.
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 Functional Foods
Corp. ("Merit") and Australian Plant Proteins ("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 (Loss) 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 (Loss) 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,
2024.
During the year ended December 31, 2024, the Company recorded an impairment of $19 million associated with a
minority investment in North America. The impairment was determined through management's review of impairment indicators
and consideration of the other-than-temporary nature of such items. Impairment charges were recorded to (Loss) income from
affiliates within the Agribusiness segment.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-34
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 required Bunge to make
future installment payments for the Option which were utilized, in part, to fund terminal construction. In November 2024,
Bunge exercised the Option and expects to close on the acquisition in early 2025, subject to customary closing conditions.
TGSC is a VIE, as a result of having insufficient equity at risk. Bunge is the primary beneficiary due to a de facto agent
relationship with the equity owner of TGSC and has consolidated the entity since the third quarter of 2023. 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 represented 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 and no gain or loss is expected as a result of the Option exercise. Bunge will
derecognize Noncontrolling interests with any difference between Noncontrolling interests and the Option exercise price
recognized in Additional paid-in capital. 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 ("BCAR"), 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.
BCAR is a VIE in which Bunge is considered to be the primary beneficiary because it is responsible for the day-to-day
operating decisions of BCAR as well as the marketing of the principal products, primarily soybean meal and oil produced and
sold by BCAR, among other factors. BCAR's assets can only be used to settle BCAR’s own obligations and BCAR's creditors
have no recourse to Bunge’s assets beyond Bunge’s maximum exposure to loss associated with BCAR 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, 2024 and
2023. All amounts exclude intercompany balances, which have been eliminated upon consolidation.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-35
For all other VIEs in which Bunge is considered the primary beneficiary, the entities meet the definition of a business,
and the VIE's assets can be used other than for the settlement of the VIE’s obligations. As such, these VIEs have been excluded
from the below table.
(US$ in millions)
December 31,
2024
December 31,
2023
Current assets:
Cash and cash equivalents
$
534 $
606
Trade accounts receivable
2
1
Inventories
54
76
Other current assets
35
146
Total current assets
625
829
Property, plant and equipment, net
455
196
Other intangible assets, net
69
91
Total assets
$
1,149 $
1,116
Current liabilities:
Trade accounts payable and accrued liabilities
$
80 $
70
Other current liabilities
34
143
Total current liabilities
114
213
Long-term debt
50
44
Other non-current liabilities
10
5
Total liabilities
$
174 $
262
Non-Consolidated Variable Interest Entities
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 $740 million and $589 million, respectively, as of December 31,
2024 and 2023. Bunge's exposure to loss primarily comprises Bunge's investments balance, third party guarantees,
prepayments, long term loans, and certain future commitments assuming full loss of the investment balance and full payment of
the guarantees regardless of the probability of such losses actually being incurred in accordance with US GAAP disclosure
rules. See Note 20- Commitments and Contingencies.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-36
12. OTHER NON-CURRENT ASSETS
Other non-current assets consist of the following:
December 31,
(US$ in millions)
2024
2023
Recoverable taxes, net (1)
$
19 $
25
Judicial deposits (1)
86
120
Other long-term receivables, net (2)
14
16
Income taxes receivable (1)
125
136
Long-term investments (3)
174
142
Affiliate loans receivable
8
8
Long-term receivables from farmers in Brazil, net (1)
23
43
Unrealized gains on derivative contracts, at fair value
—
1
Other
108
124
Total
$
557 $
615
(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, 2024 and 2023, $14 million and $12 million, respectively, of long-term investments were
recorded at fair value.
Recoverable taxes, net—Recoverable taxes are reported net of allowances of $9 million and $13 million at December 31,
2024 and 2023, respectively.
Judicial deposits—Judicial deposits are funds that Bunge has placed on deposit with the courts in Brazil. These 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 for the settlement future income tax obligations. Income taxes
receivable in Brazil bear interest at the Selic rate.
Long-term investments—Long-term investments primarily comprise Bunge's noncontrolling equity investments in growth
stage agribusiness and food companies held by Bunge Ventures.
Affiliate loans receivable—Affiliate loans receivable are primarily interest-bearing receivables from unconsolidated
affiliates with remaining maturities of greater than one year.
Long-term receivables from farmers in Brazil, net—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 19- 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.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-37
The average recorded investment in long-term receivables from farmers in Brazil for the years ended December 31, 2024
and 2023 was $67 million and $88 million, respectively. The table below summarizes Bunge's recorded investment in long-term
receivables from farmers in Brazil and the related allowance amounts.
December 31, 2024
December 31, 2023
(US$ in millions)
Recorded
Investment
Allowance
Recorded
Investment
Allowance
For which an allowance has been provided:
Legal collection process (1)
$
28 $
26 $
30 $
30
Renegotiated amounts
3
1
2
1
For which no allowance has been provided:
Legal collection process (1)
6
—
19
—
Renegotiated amounts (2)
1
—
5
—
Other long-term receivables (3)
12
—
18
—
Total
$
50 $
27 $
74 $
31
(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.
Year Ended December 31,
(US$ in millions)
2024
2023
Allowance as of January 1
$
31 $
36
Bad debt provisions
3
2
Recoveries
(1)
(5)
Write-offs
—
(6)
Transfers
1
1
Foreign currency translation
(7)
3
Allowance as of December 31
$
27 $
31
13. OTHER CURRENT LIABILITIES
Other current liabilities consist of the following:
December 31,
(US$ in millions)
2024
2023
Unrealized losses on derivative contracts at fair value
$
1,082 $
1,038
Accrued liabilities
840
865
Advances on sales (1)
501
463
Dividends payable (2)
91
96
Income tax payable
80
238
Other
234
213
Total
$
2,828 $
2,913
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-38
(1)
The Company records advances on sales when cash payments are received in advance of the Company's performance
and recognizes revenue once the related performance obligation is completed. Advances on sales are impacted by the
seasonality of Bunge's business, including the timing of harvests in the northern and southern hemispheres, and
amounts at each balance sheet date will generally be recognized in earnings within twelve months or less.
(2)
See Note 22- Equity.
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:
Year Ended December 31,
(US$ in millions)
2024
2023
2022
United States
$
442 $
1,180 $
1,036
Non-United States
1,082
1,871
1,030
Total
$
1,524 $
3,051 $
2,066
The components of the Income tax expense are as follows:
Year Ended December 31,
(US$ in millions)
2024
2023
2022
Current:
United States
$
107 $
218 $
217
Non-United States
239
497
290
346
715
507
Deferred:
United States
18
46
29
Non-United States
(28)
(47)
(148)
(10)
(1)
(119)
Total
$
336 $
714 $
388
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-39
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:
Year Ended December 31,
(US$ in millions)
2024
2023
2022
Income before income tax
$
1,524
$
3,051
$
2,066
Income tax rate
21 %
21 %
21 %
Income tax expense at the U.S. Federal tax rate
320
641
434
Adjustments to derive effective tax rate:
Foreign earnings taxed at different statutory rates
(10)
142
(75)
Valuation allowances
21
(30)
(21)
Fiscal incentives(1)
(13)
(76)
(65)
Foreign exchange on monetary items
21
(5)
31
Tax rate changes
—
18
12
Non-deductible expenses
62
40
51
Uncertain tax positions
15
20
(9)
Inflation adjustments
(84)
(32)
(61)
Incremental tax on future distributions
5
25
30
State taxes
18
22
18
Impairment of Russian operations
—
—
25
Gain on BP Bunge Bioenergia disposal
(44)
—
—
Swiss tax credits, net(2)
—
(90)
—
Other
25
39
18
Income tax expense
$
336
$
714
$
388
(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.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-40
The primary components of the deferred tax assets and liabilities and the related valuation allowances are as follows:
December 31,
(US$ in millions)
2024
2023
Deferred income tax assets:
Net operating loss carryforwards
$
548 $
655
Operating lease obligations
124
140
Employee benefits
58
47
Tax credit carryforwards
410
454
Interest deduction carryforwards
119
72
Inventories
—
19
Accrued expenses and other
140
166
Total deferred tax assets
1,399
1,553
Less valuation allowances
(595)
(590)
Deferred tax assets, net of valuation allowance
804
963
Deferred income tax liabilities:
Property, plant and equipment
317
323
Inventories
1
—
Operating lease assets
123
143
Undistributed earnings of affiliates
—
12
Investments
18
12
Intangibles
79
100
Total deferred tax liabilities
538
590
Net deferred tax assets
$
266 $
373
As of December 31, 2024, Bunge has determined it has unremitted earnings that are considered to be indefinitely
reinvested of approximately $2 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, 2024, Bunge's pre-tax loss carryforwards totaled $1.9 billion, of which $1.7 billion have no expiration,
including loss carryforwards of $1.2 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, 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. The decrease in pre-tax loss carryforwards from 2023
to 2024 is primarily attributable to cumulative translation adjustments in Brazil and certain other jurisdictions. The remaining
tax loss carryforwards expire at various period through the year 2044.
At December 31, 2024, Bunge’s tax credit carryforwards totaled $410 million, of which $148 million expire in 2029,
$249 million expire in 2032, while the remainder is split between a portion expiring within a ten year period and a portion that
has no expiration. At December 31, 2023, Bunge's tax credit carryforwards totaled $454 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, 2024 and 2023, Bunge has recorded valuation allowances of $595 million and $590 million,
respectively. The net increase of $5 million is primarily attributable to current year losses and interest limitations, offset by
currency movement in certain jurisdictions.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-41
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 realized upon settlement. At December 31, 2024 and 2023, respectively, Bunge had
recorded unrecognized tax benefits of $75 million and $68 million in Other non-current liabilities in the consolidated balance
sheets. During 2024, 2023 and 2022, respectively, Bunge recognized $2 million, less than $1 million and $(7) million of
interest and penalty charges in Income tax expense in the consolidated statements of income. At December 31, 2024 and 2023,
respectively, Bunge had recorded accrued interest and penalties of $11 million and $10 million in Other non-current liabilities
in the consolidated balance sheets. A reconciliation of the beginning and ending amounts of unrecognized tax benefits follows:
(US$ in millions)
2024
2023
2022
Balance at January 1,
$
121 $
298 $
329
Additions based on tax positions related to the current year
9
13
20
Additions based on tax positions related to prior years
10
12
2
Reductions for tax positions of prior years (1)
(2)
(206)
(27)
Settlements with tax authorities
(2)
—
(9)
Expiration of statute of limitations
(4)
(5)
(1)
Foreign currency translation
(5)
9
(16)
Balance at December 31,
$
127 $
121 $
298
(1)
The year ended December 31, 2023 included a reduction of the 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 $20 million of its unrecognized tax benefits may be
recognized by the end of 2025 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:
Open Tax Years
North America
2015 - 2024
South America
2017 - 2024
Europe, Middle East, and Africa
2017 - 2024
Asia-Pacific
2015 - 2024
As of December 31, 2024, Bunge's Brazilian subsidiaries have received income tax and penalty assessments through
2018 of approximately R$5.3 billion (approximately $856 million) plus applicable interest on the outstanding amount. Bunge
has recorded unrecognized tax benefits related to these assessments of R$13 million (approximately $2 million) as of December
31, 2024.
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 $520 million, $655 million and $570 million during
the years ended December 31, 2024, 2023, and 2022, respectively.
In October 2021, the Organization for Economic Co-operations and Development (the "OECD") released an outline
that described the conceptual agreement among 138 countries on fundamental reforms to international tax rules. The outline
provides for two primary "Pillars", however, based on Bunge's current understanding of the proposals, only Pillar Two, which
provides for a global minimum corporate tax rate of 15%, impacts Bunge. The reforms were contingent upon the independent
actions of participating countries to enact law changes. As a result of the enactment of the Pillar Two rules by both the
Netherlands and Switzerland, Bunge became subject to the global minimum tax effective January 1, 2024. The impact of the
global minimum tax rules in 2024 was immaterial and is expected to be immaterial in 2025 as well.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-42
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-
Debt for short- and long-term debt, and Note 18- 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.
Fair Value Measurements at Reporting Date
December 31, 2024
December 31, 2023
(US$ in millions)
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
Assets:
Cash equivalents
$
86 $
42 $
— $
128 $
315 $
149 $
— $
464
Readily marketable inventories (Note 5)
— 4,805
419
5,224
— 5,175
662 5,837
Trade accounts receivable (1)
—
—
—
—
—
1
—
1
Unrealized gain on derivative contracts (2):
Interest rate
—
15
—
15
—
12
—
12
Foreign exchange
—
422
—
422
—
253
—
253
Commodities
82
549
134
765
198
737
88 1,023
Freight
40
—
—
40
80
—
—
80
Energy
42
—
—
42
114
—
—
114
Credit
—
2
—
2
—
—
—
—
Other (3)
325
75
—
400
40
39
—
79
Total assets
$
575 $ 5,910 $
553 $ 7,038 $
747 $ 6,366 $
750 $ 7,863
Liabilities:
Trade accounts payable (1)
$
— $
326 $
62 $
388 $
— $
591 $
232 $
823
Unrealized loss on derivative contracts (4):
Interest rate
—
258
—
258
1
273
—
274
Foreign exchange
—
494
—
494
—
223
—
223
Commodities
71
309
104
484
166
417
17
600
Freight
38
—
—
38
68
—
—
68
Energy
38
—
—
38
132
1
—
133
Credit
—
2
—
2
—
—
—
—
Total liabilities
$
147 $ 1,389 $
166 $ 1,702 $
367 $ 1,505 $
249 $ 2,121
(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 zero and $1 million
included in Other non-current assets at December 31, 2024 and 2023, respectively.
(3)
Other includes the fair values of marketable securities and investments in Other current assets and Other non-current
assets.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-43
(4)
Unrealized losses on derivative contracts are generally included in Other current liabilities. There were $232 million
and $260 million included in Other non-current liabilities at December 31, 2024 and 2023, 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 daily 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—Bunge invests in foreign government securities, corporate debt securities,
deposits, equity securities, and other securities. 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
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-44
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, 2024 and 2023. These instruments were valued
using pricing models that management believes reflect the assumptions that would be used by a marketplace participant.
Year Ended December 31, 2024
(US$ in millions)
Readily
Marketable
Inventories(2)
Derivatives,
Net
Trade
Accounts
Payable
Total
Balance, January 1, 2024
$
662 $
71 $
(232) $
501
Total gains and losses (realized/unrealized) included in Cost of
goods sold (1)
645
(59)
15
601
Purchases
1,704
—
(444)
1,260
Sales
(2,341)
—
—
(2,341)
Settlements
—
—
607
607
Transfers into Level 3
1,507
26
(238)
1,295
Transfers out of Level 3
(1,576)
(6)
156
(1,426)
Translation adjustment
(182)
(2)
74
(110)
Balance, December 31, 2024
$
419 $
30 $
(62) $
387
(1)
Readily marketable inventories, derivatives, net, and trade accounts payable include gains/(losses) of $591 million,
$(42) million, and $11 million, respectively, that are attributable to the change in unrealized gains/(losses) relating to
Level 3 assets and liabilities still held at December 31, 2024.
(2)
Effective January 1, 2024, the Company changed its reporting of purchases and sales activity within the readily
marketable inventories Level 3 reconciliation to align with the Company's value chain trade flows and intended use,
which had no net impact on Level 3 readily marketable inventories period end balances. Prior period activity has been
reclassified to conform to current presentation.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-45
Year Ended December 31, 2023
(US$ in millions)
Readily
Marketable
Inventories(2)
Derivatives,
Net
Trade
Accounts
Payable
Other(3)
Total
Balance, January 1, 2023
$
412 $
51 $
(130) $
27 $
360
Total gains and losses (realized/unrealized)
included in Cost of goods sold (1)
988
(18)
32
—
1,002
Total gains and losses (realized/unrealized)
included in Other income (expense) - net
—
—
—
(1)
(1)
Purchases
3,668
—
(473)
—
3,195
Sales
(3,332)
—
—
(14)
(3,346)
Settlements
—
—
426
—
426
Transfers into Level 3
2,065
48
(113)
—
2,000
Transfers out of Level 3
(3,192)
(10)
50
(12)
(3,164)
Translation Adjustment
53
—
(24)
—
29
Balance, December 31, 2023
$
662 $
71 $
(232) $
— $
501
(1)
Readily marketable inventories, derivatives, net, and trade accounts payable, includes 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)
Effective January 1, 2024, the Company changed its reporting of purchases and sales activity within the readily
marketable inventories Level 3 reconciliation to align with the Company's value chain trade flows and intended use,
which had no net impact on Level 3 readily marketable inventories period end balances. Prior period activity has been
reclassified to conform to current presentation.
(3)
Comprises the fair values of marketable securities and investments in Other current assets. 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.
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.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-46
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
forward is reclassified to Net sales, Cost of goods sold, or Selling, general and administrative expenses. These hedges mature at
various times through December 2025. Of the amount currently in Accumulated other comprehensive loss, $8 million of
deferred losses is expected to be reclassified to earnings in the next twelve months.
Net investment hedges - The Company hedges the currency risk of certain of its foreign subsidiaries with currency
forwards for which the currency risk is remeasured through Accumulated other comprehensive loss. For currency forwards, the
forward method is used. The change in the value of the forward is classified in Accumulated other comprehensive loss until the
transaction affects earnings by way of either sale or substantial liquidation of the foreign subsidiary.
The table below provides information about the balance sheet values of hedged items and the notional amount of
derivatives used in hedging strategies. The notional amount of the derivative is the number of units of the underlying (for
example, the notional principal amount of the debt in an interest rate swap). The notional amount is used to compute interest or
other payment streams to be made under the contract and is a measure of the Company’s level of activity. The Company
discloses derivative notional amounts on a gross basis.
(US$ in millions)
December 31,
2024
December 31,
2023
Unit of
Measure
Hedging instrument type:
Fair value hedges of interest rate risk
Interest rate swap - notional amount
$
4,900 $
2,900
$ Notional
Cumulative adjustment to long-term debt from active application of hedge
accounting
$
(246) $
(260)
$ Notional
Carrying value of hedged debt
$
4,600 $
2,625
$ Notional
Cash flow hedges of currency risk
Foreign currency forward - notional amount
$
— $
54
$ Notional
Foreign currency option - notional amount
$
120 $
99
$ Notional
Net investment hedges
Foreign currency forward - notional amount
$
550 $
1,112
$ 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.
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
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-47
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.
The table below summarizes the volume of economic derivatives as of December 31, 2024 and December 31, 2023.
For those contracts traded bilaterally through the over-the-counter markets (e.g., forwards, forward rate agreements ("FRA"),
and swaps), the gross position is provided. For exchange traded (e.g., futures, FFAs, and options) and cleared positions (e.g.,
energy swaps), the net position is provided.
December 31,
December 31,
2024
2023
Unit of
Measure
(US$ in millions)
Long
(Short)
Long
(Short)
Interest rate
Swaps
$
234 $
(1,420) $
935 $
(1,465)
$ Notional
Futures
$
— $
(69) $
— $
(612)
$ Notional
Forwards
$
— $
— $
416 $
(416)
$ Notional
Options
$
— $
— $
— $
(3)
$ Notional
Currency
Forwards
$
8,439 $
(8,961) $
8,808 $
(10,356)
$ Notional
Swaps
$
3,566 $
(2,105) $
1,357 $
(324)
$ Notional
Futures
$
— $
(15) $
— $
(2)
$ Notional
Options
$
107 $
(60) $
5 $
(5)
Delta
Agricultural commodities
Forwards
25,166,668 (35,384,917) 25,588,125 (34,163,143)
Metric Tons
Futures
— (3,699,452)
— (1,224,688)
Metric Tons
Options
11,835
(116,481)
29,420
(615,937)
Metric Tons
Ocean freight
FFA
—
(7,484)
—
(4,965)
Hire Days
Natural gas
Forwards
—
—
300
—
MMBtus
Swaps
1,114,929
—
778,436
—
MMBtus
Futures
7,058,632
— 12,715,588
—
MMBtus
Options
—
—
— (2,923,438)
MMBtus
Electricity
Futures
123,565
—
—
(281,511)
Mwh
Energy - other
Swaps
339,947
—
202,716
—
Metric Tons
Options
—
—
40,920
—
Metric Tons
Energy - CO2
Futures
418,000
—
675,000
—
Metric Tons
Options
—
—
400,000
—
Metric Tons
Other
Swaps and futures
$
90 $
(90) $
100 $
(106)
$ Notional
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-48
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, 2024, 2023, and 2022.
Gain (Loss) Recognized in
Income on Derivative Instruments
Year Ended December 31,
(US$ in millions)
2024
2023
2022
Income statement classification
Type of derivative
Net sales
Hedge accounting
Foreign currency
$
(4) $
8 $
7
Cost of goods sold
Hedge accounting
Foreign currency
—
1
5
Economic hedges
Foreign currency
(332)
437
396
Commodities
281
462
(751)
Other (1)
(42)
60
82
Total Cost of goods sold
$
(93) $
960 $
(268)
Selling, general & administrative
Hedge accounting
Foreign currency
$
— $
1 $
(2)
Interest expense
Hedge accounting
Interest rate
$
(118) $
(134) $
(33)
Economic hedges
Interest rate
—
6
—
Total Interest expense
$
(118) $
(128) $
(33)
Foreign exchange gains (losses) - net
Hedge accounting
Foreign currency
$
— $
(27) $
(30)
Economic hedges
Foreign currency
(7)
28
115
Total Foreign exchange gains (losses) - net
$
(7) $
1 $
85
Other income (expense) - net
Economic hedges
Interest rate
$
— $
1 $
2
Other comprehensive (loss) income
Gains and losses on derivatives used as fair value hedges of foreign currency risk
included in other comprehensive income during the period
$
— $
3 $
1
Gains and losses on derivatives used as cash flow hedges of foreign currency risk
included in other comprehensive (loss) income during the period
$
(22) $
(3) $
57
Gains and losses on derivatives used as net investment hedges included in other
comprehensive income (loss) during the period
$
149 $
(99) $
(139)
Amounts released from Accumulated other comprehensive loss during the
period
Cash flow hedge of foreign currency risk - loss/(gain)
$
9 $
(3) $
(8)
(1)
Other includes the results from freight, energy, and other derivatives.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-49
17. DEBT
The following table summarizes Bunge's short and long-term debt:
December 31,
(US$ in millions)
2024
2023
Short-term debt and Current portion of long-term debt:
Revolving credit facilities
$
— $
—
Commercial paper program(1)
—
—
Other short-term debt
875
797
Total Short-term debt
875
797
Current portion of long-term debt
669
5
Total Short-term debt and Current portion of long-term debt(3)
1,544
802
Long-term debt:(2)
Term loan due 2025 - SOFR plus 0.90%(4)
—
750
Term loan due 2027 - SOFR plus 1.125%
250
250
Term loan due 2028 - SOFR plus 1.325%
250
249
1.63% Senior Notes due 2025
599
598
3.25% Senior Notes due 2026
699
698
3.75% Senior Notes due 2027
598
597
4.10% Senior Notes due 2028(5)
397
—
4.20% Senior Notes due 2029(5)
793
—
2.75% Senior Notes due 2031
993
991
4.65% Senior Notes due 2034(5)
790
—
Cumulative adjustment to long-term debt from application of hedge accounting
(269)
(260)
Other long-term debt
263
212
Subtotal(6)
5,363
4,085
Less: Current portion of long-term debt
(669)
(5)
Total Long-term debt(7)
4,694
4,080
Total debt
$
6,238 $
4,882
(1)
On April 12, 2024, Bunge increased the aggregate size of its existing commercial paper program by $1 billion to an
aggregate of $2 billion.
(2)
Variable interest rates are as of December 31, 2024.
(3)
Includes secured debt of $187 million and $200 million at December 31, 2024 and 2023, respectively.
(4)
On September 30, 2024, Bunge prepaid and terminated its 3-year term loan agreement due in 2025.
(5)
See Viterra Acquisition Financing section within Note 17- Debt below for further details.
(6)
The fair value (Level 2) of long-term debt, including current portion, is $5,373 million and $4,125 million at
December 31, 2024, and 2023, respectively. The fair value of Bunge's long-term debt is calculated based on interest
rates currently available on comparable maturities to companies with credit standing similar to that of Bunge.
(7)
Includes secured debt of $131 million and $100 million at December 31, 2024 and 2023, respectively.
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
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-50
guarantees to remove all references and provisions related to the Bunge Master Trust, as well as made amendments to certain
credit facilities.
Short-term Debt
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, 2024 and 2023 was
6.22% and 8.36%, respectively.
Revolving Credit Facilities
On March 1, 2024, Bunge entered into an unsecured $3.2 billion 5-year revolving credit agreement (the "$3.2 Billion
Revolving Credit Agreement") with a group of lenders, maturing on March 1, 2029. Bunge may from time-to-time request one
or more of the existing or new lenders to increase the total participations by an aggregate amount up to $1.5 billion, pursuant to
an accordion provision. Current commitments in the aggregate amount of $1.95 billion are available to be drawn. Incremental
commitments in the aggregate amount of $1.25 billion are available to be drawn on and after the date Bunge completes its
acquisition of Viterra, subject to the satisfaction of certain conditions. Therefore, upon completion of the acquisition of Viterra,
the total committed capacity will be an aggregate of $3.2 billion. The $3.2 Billion Revolving Credit Agreement replaced an
existing $1.95 billion 5-year revolving credit agreement which was terminated on March 1, 2024. Borrowings bear interest at
SOFR plus a SOFR adjustment and applicable margin as defined in the $3.2 Billion Revolving Credit Agreement. Bunge had
no borrowings outstanding at December 31, 2024, and 2023, under the $3.2 Billion Revolving Credit Agreement and the
predecessor agreement, respectively.
On March 1, 2024, Bunge exercised the accordion provision set forth in its existing unsecured $1.75 billion 3-year
revolving facility agreement (as amended, the "$3.5 Billion Revolving Facility Agreement") in an aggregate amount of
additional committed capacity of $1.75 billion which is available to be drawn on and after the date Bunge completes its
acquisition of Viterra. Upon completion of the acquisition of Viterra, the total committed capacity will be an aggregate of
$3.5 billion. The funding cost is also subject to certain premiums or discounts tied to certain sustainability criteria, including,
but not limited to, SBTs that define Bunge’s climate goals within its operations and a commitment to a deforestation-free
supply chain in 2025. The $3.5 Billion Revolving Credit Agreement matures on October 6, 2026. Borrowings under the $3.5
Billion Revolving Credit Agreement 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").
Bunge had no borrowings outstanding at December 31, 2024, and 2023, under the $3.5 Billion Revolving Facility Agreement
and the predecessor agreement, respectively.
Further, on April 12, 2024, Bunge amended and restated its existing $1.1 billion 364-day revolving credit agreement
(the "$1.1 Billion 364-day Revolving Credit Agreement") with a group of lenders, to extend the maturity date from June 19,
2024 to April 11, 2025. Bunge may from time-to-time request one or more of the existing or new lenders to increase the total
participations under the $1.1 Billion 364-day Revolving Credit Agreement by an aggregate amount up to $250 million,
pursuant to an accordion provision. Borrowings will bear interest at SOFR plus a SOFR adjustment and applicable margin as
defined in the $1.1 Billion 364-day Revolving Credit Agreement. Bunge had no borrowings outstanding at December 31, 2024,
and 2023, under the $1.1 Billion 364-day Revolving Credit Agreement and the predecessor agreement, respectively.
Bunge had no borrowings outstanding at December 31, 2024, and 2023, 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.
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, 2024 and 2023, Bunge had $5,665 million, unused and available committed borrowing capacity
comprising committed revolving credit facilities with a number of financial institutions.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-51
Commercial Paper Program
On April 12, 2024, Bunge increased the aggregate size of its existing commercial paper program by $1 billion to an
aggregate of $2 billion (the "$2 Billion Commercial Paper Program"). The $2 Billion Commercial Paper Program has no
maturity date. Borrowings under the $2 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.
Other Short-term Debt
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, 2024 and 2023, 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 $875 million and
$797 million in short-term borrowings outstanding from local bank lines of credit at December 31, 2024 and 2023, 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.
Viterra Acquisition Financing
As described in Note 2- Acquisitions and Dispositions, Bunge secured a total of $8.0 billion in Acquisition Financing
in the form of a $7.7 billion financing commitment from a consortium of lenders, arranged by Sumitomo Mitsui Banking
Corporation and a $300 million 5-year delayed draw term loan from CoBank and the U.S. farm credit system executed July 7,
2023 that may be drawn upon the closing of the Acquisition. As a result of the Senior Notes issuance discussed further below,
the $7.7 billion financing commitment has been reduced to $5.7 billion. The $5.7 billion financing commitment is in the form
of a three tranche term loan maturing 364-days, 2-years and 3-years from closing of the Acquisition.
Senior Notes - On September 17, 2024, Bunge completed the sale and issuance of (i) $400 million aggregate principal
amount of 4.100% senior notes due 2028, (ii) $800 million aggregate principal amount of 4.200% senior notes due 2029, and
(iii) $800 million aggregate principal amount of 4.650% senior notes due 2034. Collectively, the three tranches of Senior Notes
total an aggregate principal amount of $2.0 billion. The Senior Notes are fully and unconditionally guaranteed by Bunge. The
offering was made pursuant to a shelf registration statement on Form S-3 (Registration No. 333-282003) filed by the Company
and its 100% owned finance subsidiary, BLFC, with the U.S. Securities and Exchange Commission. The net proceeds of the
offering were approximately $1.98 billion after deducting underwriting commissions, the original issue discount, and offering
fees and expenses payable by Bunge. The net proceeds from the offering are expected to be used to fund a portion of the cash
consideration for Bunge's Acquisition of Viterra and to repay a portion of certain Viterra debt to be assumed in connection with
the Acquisition, including, in each case, related fees and expenses, and, with any remaining amounts, for general corporate
purposes. The Senior Notes are subject to a special mandatory redemption at a price equal to 101% of the aggregate principal
amount, plus accrued and unpaid interest, under certain circumstances, including if the Acquisition of Viterra is not
consummated or the Acquisition is not consummated by an agreed upon date per the terms of the Business Combination
Agreement.
Exchange Offers and Consent Solicitations of Viterra Notes - On September 9, 2024, Bunge announced that, in
connection with its pending Acquisition of Viterra, Bunge's 's wholly-owned subsidiary, BLFC, commenced US Exchange
Offers to exchange all outstanding notes of certain series (the "Existing USD Viterra Notes") issued by VFBV and guaranteed
by Viterra and Viterra B.V., for up to $1.95 billion aggregate principal amount of new notes issued by BLFC and guaranteed by
Bunge.
Concurrently with the US Exchange Offers, BLFC successfully solicited consents, on behalf of VFBV, and VFBV
amended the respective indentures governing the Existing USD Viterra Notes on September 23, 2024 to, among other things,
eliminate certain of the covenants, restrictive provisions and events of default, and modify or amend certain other provisions,
including unconditionally releasing and discharging the guarantees by each of Viterra and Viterra B.V.
In addition, in the third quarter of 2024, Viterra commenced the European Consent Solicitation to amend the indenture
governing VFBV's outstanding 500 million Euro aggregate principal amount of 0.375% senior unsecured notes due 2025 and
outstanding 700 million Euro aggregate principal amount of 1.000% senior unsecured notes due 2028 (collectively, the
"Existing Euro Viterra Notes") to, among other things, substitute the issuer and guarantors of such notes with BFE, a wholly
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-52
owned finance subsidiary of Bunge, as issuer, and Bunge as guarantor. The resolutions to effect such amendments have been
passed by the requisite number of noteholders.
The US Exchange Offers and European Consent Solicitation are conditioned, among other things, upon the
consummation of the Acquisition. For this reason, the Existing USD Viterra Notes and Existing Euro Viterra Notes are not
recognized on Bunge's condensed consolidated balance sheet, until consummation of the Acquisition.
Long-term Debt
Certain property, plant and equipment, and investments in consolidated subsidiaries having a net carrying value of
approximately $170 million at December 31, 2024 have been mortgaged or otherwise collateralized against long-term debt,
including current portion, of $139 million at December 31, 2024.
Principal Maturities—Principal maturities of long-term debt at December 31, 2024 are as follows:
(US$ in millions)
2025
$
690
2026
720
2027
907
2028
659
2029
805
Thereafter
1,882
Total (1)
$
5,663
(1)
Includes components of long-term debt attributable to unamortized debt issuance costs of $32 million and excludes
components of long-term debt attributable to fair value hedge accounting of $269 million. Includes principal maturities
of long-term debt attributable to finance leases, see Note 25- Leases for a separate breakout of finance lease maturities.
During the years ended December 31, 2024, 2023, and 2022, Bunge paid interest, net of interest capitalized, of $434
million, $507 million, and $403 million, respectively.
18. 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.
Future Plan Settlements— On October 2, 2024, the Company, as plan sponsor for one of Bunge's defined benefit U.S.
pension plans (the "U.S. Pension Plan"), utilized approximately $377 million of plan assets to purchase an equally valued buy-
in contract from a third-party insurer. The insurance buy-in contract is a group annuity contract that is expected to provide an
income stream to cover a significant majority of the cash flows arising for the plan population with future contracted payments.
However, the benefit obligation remains with the plan and the Company. To further clarify, the buy-in is not a settlement. On
October 22, 2024, the Company notified plan participants in the U.S. Pension Plan of its intent to offer a lump sum buyout to
eligible participants and terminate the plan, which is expected to be completed in the second half of fiscal year 2025. In
connection with the plan termination, the buy-in contract allows for the future conversion into a buy-out arrangement where the
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-53
insurance company would assume full responsibility for the U.S. Pension Plan obligations, at which time the Company would
derecognize the remaining assets and liabilities of the U.S. Pension Plan and realize a settlement gain or loss as a component of
net periodic benefit costs. Given the funded status of the U.S. Pension Plan, the Company does not expect the transaction to
result in material cash inflows or outflows in the consolidated statements of cash flows. The insurance contract had a fair value
of $362 million at December 31, 2024 and was valued on an insurer pricing basis, which approximates fair value.
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, $12 million was attributable to Redeemable
non-controlling interests.
Plan Transfers In and Out—There were no significant transfers into or out of Bunge's employee benefit plans during the
years ended December 31, 2024 or 2023.
Cost of Benefit Plans—Service cost is recognized in a period determined as the actuarial present value of benefits
attributed by the pension benefit formula to services rendered by employees during that period. Interest cost is the amount
recognized in a period determined as the increase in the projected benefit obligation due to the passage of time. The expected
return on plan assets is determined based on the expected long-term rate of return on plan assets and the market-related value of
plan assets. Amortization of net loss represents the recognition in net periodic cost over several periods of amounts previously
recognized in Other comprehensive (loss) income. Service cost is included in the same income statement line item as other
compensation costs arising from services rendered during the period, while the other components of net periodic benefit
pension cost are presented separately in Other (expense) income- net.
The components of net periodic benefit costs for defined benefit pension plans and postretirement benefit plans are as
follows:
Pension Benefits
December 31,
Postretirement Benefits
December 31,
(US$ in millions)
2024
2023
2022
2024
2023
2022
Service cost
$
11 $
10 $
29 $
— $
— $
—
Interest cost
38
41
30
3
4
3
Expected return on plan assets
(47)
(46)
(52)
—
—
—
Amortization of net loss (gain)
3
3
5
(1)
(1)
—
Curtailment gain
—
—
(4)
—
—
—
Settlement gain recognized
—
—
(36)
—
—
—
Net periodic benefit costs
$
5 $
8 $
(28) $
2 $
3 $
3
Assumptions used in Postretirement Benefits Calculations—At December 31, 2024, an 8.5% annual rate of increase in the
per capita cost of covered healthcare benefits was assumed for 2024 postretirement benefit plan measurement purposes,
decreasing to 8.1% by 2048, and remaining at that level thereafter. 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.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-54
The weighted-average actuarial assumptions used in determining the benefit obligation under the defined benefit pension
and postretirement benefit plans are as follows:
Pension Benefits
December 31,
Postretirement Benefits
December 31,
2024
2023
2024
2023
Discount rate
4.2 %
4.8 %
11.3 %
9.2 %
Increase in future compensation levels
2.1 %
2.2 %
N/A
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:
Pension Benefits
December 31,
Postretirement Benefits
December 31,
2024
2023
2022
2024
2023
2022
Discount rate
4.8 %
5.2 %
2.5 %
9.2 %
9.6 %
7.5 %
Expected long-term rate of return on assets
6.7 %
6.5 %
5.0 %
N/A
N/A
N/A
Increase in future compensation levels
2.2 %
2.4 %
3.2 %
N/A
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 it would affect the
expected returns. As assets are generally held in qualified trusts, anticipated returns are not reduced for taxes. For the U.S.
Pension Plan, the anticipated long-term rate of return is equal to the discount rate.
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. For the U.S. Pension Plan, the discount rate is based on the rate at
which the liabilities will be effectively settled during 2025.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-55
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, 2024 and 2023.
A measurement date of December 31 was used for all plans.
Pension Benefits
December 31,
Postretirement Benefits
December 31,
(US$ in millions)
2024
2023
2024
2023
Change in benefit obligations:
Benefit obligation at the beginning of year
$
836 $
812 $
35 $
36
Service cost
11
10
—
—
Interest cost
38
41
3
4
Actuarial loss (gain), net
24
31
14
(4)
Employee contributions
4
4
—
—
Plan settlements
(3)
(10)
—
—
Benefits paid
(41)
(59)
(6)
(3)
Expenses paid
(3)
(5)
—
—
Impact of foreign exchange rates
(17)
12
(8)
2
Benefit obligation at the end of year
$
849 $
836 $
38 $
35
Change in plan assets:
Fair value of plan assets at the beginning of year
$
711 $
706 $
— $
—
Actual return on plan assets
57
51
—
—
Employer contributions
22
13
6
3
Employee contributions
4
4
—
—
Plan settlements
(3)
(10)
—
—
Benefits paid
(41)
(59)
(6)
(3)
Expenses paid
(3)
(5)
—
—
Impact of foreign exchange rates
(15)
11
—
—
Fair value of plan assets at the end of year
$
732 $
711 $
— $
—
Unfunded status and net amounts recognized:
Plan assets less than benefit obligation
$
(117) $
(125) $
(38) $
(35)
Net liability recognized in the balance sheet
$
(117) $
(125) $
(38) $
(35)
Amounts recognized in the balance sheet consist of:
Non-current assets
$
25 $
24 $
— $
—
Current liabilities
(8)
(9)
(4)
(5)
Non-current liabilities
(134)
(140)
(34)
(30)
Net liability recognized
$
(117) $
(125) $
(38) $
(35)
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:
Pension Benefits
December 31,
Postretirement Benefits
December 31,
(US$ in millions)
2024
2023
2024
2023
Net actuarial (loss) gain
$
(139) $
(129) $
(4) $
6
Prior service credit
3
3
—
—
Total accumulated other comprehensive (loss) income
$
(136) $
(126) $
(4) $
6
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-56
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:
Pension Benefits
December 31,
(US$ in millions)
2024
2023
Projected benefit obligation
$
(268) $
(713)
Fair value of plan assets
$
126 $
564
The accumulated benefit obligation for the defined pension benefit plans was $831 million and $818 million at
December 31, 2024 and 2023, respectively. The following table summarizes information related to aggregated defined benefit
pension plans with an accumulated benefit obligation in excess of plan assets:
Pension Benefits
December 31,
(US$ in millions)
2024
2023
Projected benefit obligation
$
(268) $
(713)
Accumulated benefit obligation
$
(252) $
(697)
Fair value of plan assets
$
126 $
564
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. For the U.S. Pension Plan, Bunge updated its investment strategy to prepare for a lump sum buyout
as discussed above. The investment strategy of the other US plans is intended to increase the interest rate and credit spread
liability hedge ratios and reduce the funded status volatility of the US plans. 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 80-90% to immunizing assets and 10-20% 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.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-57
The fair values of Bunge's defined benefit pension plans' assets at the measurement date, by category, are as follows:
December 31, 2024
(US$ in millions)
Level 1
Level 2
Level 3
Total
Cash
$
114 $
— $
— $
114
Insurance contract (1)
—
—
362
362
Mutual funds - equities (2)
70
—
—
70
Mutual funds - fixed income (3)
41
21
—
62
Other (4)
2
45
8
55
Total
$
227 $
66 $
370 $
663
Collective pooled funds (5)
$
— $
— $
— $
69
Total investments measured at NAV as a practical expedient
—
—
—
69
Total
$
227 $
66 $
370 $
732
December 31, 2023
(US$ in millions)
Level 1
Level 2
Level 3
Total
Cash
$
45 $
— $
— $
45
Mutual funds - equities (2)
62
—
—
62
Mutual funds - fixed income (3)
41
31
—
72
Other (4)
3
45
6
54
Total
$
151 $
76 $
6 $
233
Collective pooled funds (5)
$
— $
— $
— $
478
Total investments measured at NAV as a practical expedient
—
—
—
478
Total
$
151 $
76 $
6 $
711
(1)
This category represents the buy-in contract related to the U.S. Pension Plan and was valued on an insurer pricing
basis, which reflects the purchase price adjusted for movements in market indicators.
(2)
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.
(3)
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.
(4)
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.
(5)
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 $14 million and $4 million to its defined benefit pension and postretirement benefit plans,
respectively, in 2025.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-58
The following benefit payments, which reflect future service as appropriate, are expected to be paid in relation to defined
benefit pension and postretirement benefit plans:
(US$ in millions)
Pension
Benefit Payments
Postretirement
Benefit Payments
2025 (1)
$
508 $
4
2026
20
4
2027
20
4
2028
21
4
2029
21
4
Next five years
104
22
(1)
The expected benefit payments in 2025 include $487 million related to the anticipated settlement of the U.S. Pension
Plan as discussed above.
Employee Defined Contribution Plans—Bunge also makes contributions to qualified defined contribution plans for
eligible employees. Contributions to these plans amounted to $48 million, $43 million, and $28 million during the years ended
December 31, 2024, 2023, and 2022, respectively.
19. 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, 2024, 2023, and 2022. Bunge also sells agricultural commodity products to certain of its unconsolidated
investees and other related parties. Such related party sales comprised approximately 2% or less of total Net sales for each of
the years ended December 31, 2024, 2023, and 2022.
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, 2024, 2023, and 2022, such services
were not material to the Company's consolidated results.
At December 31, 2024 and 2023, receivables related to the above related party transactions comprised approximately 4%
or less of total Trade accounts receivable, net. At December 31, 2024 and 2023, payables related to the above related party
transactions comprised approximately 3% 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, 2024 and 2023, advances to unconsolidated investees comprised approximately 4% or less of total
Other current assets and 6% 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 at arm's-length.
20. 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
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-59
amount of provisions included in the consolidated balance sheets. Included in Other non-current liabilities at December 31,
2024 and 2023 are the following amounts related to these matters:
December 31,
(US$ in millions)
2024
2023
Non-income tax claims
$
19 $
19
Labor claims
50
66
Civil and other claims
194
114
Total
$
263 $
199
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, 2024, the Brazilian federal and state authorities have concluded examinations of the ICMS and
PIS/COFINS tax returns and have issued outstanding claims. The Company continues to evaluate the merits of each of these
claims and will recognize them if and when loss is considered probable. The outstanding claims comprise the following:
December 31,
(US$ in millions)
Years Examined
2024
2023
ICMS
1990 to Present
$
128 $
212
PIS/COFINS
2002 to Present
$
427 $
438
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,
customers and government entities.
Guarantees—Bunge has issued or was a party to the following guarantees at December 31, 2024:
(US$ in millions)
Recorded
Liability
Maximum
Potential
Future
Payments
Unconsolidated affiliates guarantee (1)
$
13 $
149
Residual value guarantee (2)
—
378
Other guarantees
—
14
Total
$
13 $
541
(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, 2024, Bunge's potential liability was $131 million, and it has recorded
$13 million of obligations related to these guarantees within Other current liabilities and Other non-current liabilities.
(2)
Bunge has issued guarantees to certain financial institutions that are party to certain operating lease arrangements for
railcars, barges and buildings. These guarantees provide for a minimum residual value to be received by the lessor at
the conclusion of the lease term. These leases expire at various dates from 2025 through 2029. At December 31, 2024,
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-60
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.
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.
Indemnities—Bunge has issued or was a party to the following indemnities at December 31, 2024:
On October 1, 2024, Bunge agreed to indemnify the buyer in relation to the sale of its ownership interest in BP Bunge
Bioenergia against future losses associated with certain legal claims as defined in the share purchase agreement. Indemnities for
new claims generally expire between six and ten years from the transaction closing date and no expiration period for existing
claims. As of December 31, 2024, Bunge recorded a $95 million obligation related to existing indemnity claims within Other
non-current liabilities and has maximum potential future payments of $1,357 million.
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. At both December 31, 2024
and 2023, Bunge has recognized a $9 million obligation related to this indemnity within Other non-current liabilities and has
maximum potential future payments of $235 million.
Commitments—At December 31, 2024, Bunge had approximately $188 million of purchase commitments related to
inventories, $138 million of freight supply agreements for ocean freight vessels and railroad freight lines not accounted for as
leases, $77 million of power supply contracts, $243 million of contractual commitments related to construction in progress, and
$669 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 $1,610 million and $1,858 million as of December 31, 2024 and 2023, respectively.
21. OTHER NON-CURRENT LIABILITIES
Other non-current liabilities consist of the following:
December 31,
(US$ in millions)
2024
2023
Labor, legal and other provisions (1)
$
281 $
218
Pension, post-retirement, and post-employment obligations (2)
170
170
Uncertain income tax positions (3)
75
68
Unrealized losses on derivative contracts, at fair value (4)
232
260
Other
89
108
Total
$
847 $
824
(1)
As of December 31, 2024, Bunge recorded a $95 million obligation related to certain indemnifications associated with
the sale of it 50% ownership interest in BP Bunge Bioenergia. See Note 20- Commitments and Contingencies for
further information.
(2)
See Note 18- Employee Benefit Plans.
(3)
See Note 14- Income Taxes.
(4)
See Note 15- Fair Value Measurements.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-61
22. EQUITY
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 on November 1, 2023, Bunge Global SA acquired 16,141,494 treasury shares which, following the Redomestication,
have been included in the general treasury share population available for use in satisfying Bunge’s obligations to deliver
registered shares.
Treasury Shares— In connection with the Redomestication, 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. In addition, in the fourth quarter of 2024, Bunge Global SA cancelled 6,146,930 shares held in treasury
totaling $572 million.
Share Repurchase Program— On November 13, 2024, Bunge Global SA's Board approved the expansion of an existing
share repurchase program by an additional $500 million bringing total authorizations under the program since inception to
$2.7 billion. The program continues to have an indefinite term. As of December 31, 2024, a total of 19,667,739 shares were
repurchased under the program for $1.9 billion with an aggregate purchase authorization of approximately $800 million
remaining outstanding for repurchases under the program. During the twelve months ended December 31, 2024, Bunge
repurchased 12,150,763 shares for $1.1 billion.
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
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, 2024, 2023, and 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 shares—We paid cash dividends to shareholders as follows:
Year Ended December 31,
2024
2023
2022
Dividends paid per share
$
2.7025 $
2.575 $
2.30
Dividend distributions occurring after the Redomestication are at the discretion of the Board of Directors and the
approval of shareholders at a general meeting in accordance with Swiss law. On May 15, 2024, shareholders of Bunge Global
SA approved a cash dividend distribution in the amount of $2.72 per share, payable in four equal quarterly installments of $0.68
per share beginning in the second quarter of fiscal year 2024 and ending in the first quarter of fiscal year 2025.
Upon approval of a dividend, the obligation is reflected in Other current liabilities with a corresponding reduction in
Retained earnings in the consolidated balance sheet. At December 31, 2024, and 2023, the unpaid portion of the dividends
accrued in Other current liabilities on the consolidated balance sheets totaled $91 million and $96 million, respectively, see
Note 13- Other Current Liabilities.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-62
Accumulated other comprehensive loss Attributable to Bunge—The following table summarizes the balances of related
after-tax components of Accumulated other comprehensive loss attributable to Bunge:
(US$ in millions)
Foreign
Exchange
Translation
Adjustment (1)
Deferred
Gains
(Losses)
on Hedging
Activities
Pension and
Other
Postretirement
Liability
Adjustments
Accumulated
Other
Comprehensive
Loss
Balance, January 1, 2022
$
(6,093) $
(254) $
(124) $
(6,471)
Other comprehensive income (loss) before reclassifications
26
(81)
40
(15)
Acquisition of redeemable noncontrolling interest
(15)
—
—
(15)
Amount reclassified from Accumulated other comprehensive
loss(2)
156
(8)
(18)
130
Net-current period other comprehensive income (loss)
167
(89)
22
100
Balance, December 31, 2022
(5,926)
(343)
(102)
(6,371)
Other comprehensive income (loss) before reclassifications
335
(99)
(18)
218
Amount reclassified from Accumulated other comprehensive
loss(3)
102
(3)
—
99
Net-current period other comprehensive income (loss)
437
(102)
(18)
317
Balance, December 31, 2023
(5,489)
(445)
(120)
(6,054)
Other comprehensive (loss) income before reclassifications
(897)
127
(24)
(794)
Amount reclassified from Accumulated other comprehensive
loss(4)
133
9
4
146
Net-current period other comprehensive (loss) income
(764)
136
(20)
(648)
Balance, December 31, 2024
$
(6,253) $
(309) $
(140) $
(6,702)
(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 the 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).
(4)
The year ended December 31, 2024 included the release of cumulative translation adjustments and deferred results on
hedging activities upon the disposition of BP Bunge Bioenergia of $133 million and $9 million, respectively (see Note
2- Acquisitions and Dispositions).
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-63
23. EARNINGS PER SHARE
Share information provided below, including references to Net income attributable to Bunge shareholders, Weighted-
average number of shares outstanding, and Earnings per share have been calculated based on Bunge’s common shares prior to
the Redomestication and Bunge’s registered shares after the Redomestication.
The following table sets forth the computation of basic and diluted earnings per share:
Year Ended December 31,
(US$ in millions, except for share data)
2024
2023
2022
Net income attributable to Bunge shareholders
$
1,137 $
2,243 $
1,610
Weighted-average number of shares outstanding:
Basic
140,539,652 148,804,387 148,712,251
Effect of dilutive shares:
—stock options and awards (1)
1,683,569
1,983,530
2,455,629
—convertible preference shares (2)
—
—
1,966,874
Diluted
142,223,221 150,787,917 153,134,754
Earnings per share:
Net income attributable to Bunge shareholders—basic
$
8.09 $
15.07 $
10.83
Net income attributable to Bunge shareholders—diluted
$
7.99 $
14.87 $
10.51
(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, 2024, 2023, and 2022.
(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. Refer to Note 22- Equity for further
information.
24. 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.
On May 15, 2024, Bunge established the Bunge 2024 Long-Term Incentive Plan ("2024 LTIP"), which allows for an
additional issue of 5,000,000 shares and replaced the 2016 EIP, under which, beginning May 15, 2024, no further awards may
be granted.
For the years ended December 31, 2024, 2023, and 2022, Bunge recognized approximately $65 million, $69 million, and
$65 million, respectively, of total compensation expense related to its stock option and restricted stock unit equity awards.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-64
During the years ended December 31, 2024, 2023, and 2022, Bunge granted equity awards under the 2024 LTIP and the
2016 EIP, both shareholder approved plans. Under the 2024 LTIP and 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
2024 LTIP and 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. All awards previously granted have vested and have varying expiration dates through 2030.
Restricted Stock Units—Restricted stock units ("RSUs") give recipients the right to receive 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 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, RSUs, deferred RSUs, and non-statutory stock options.
RSUs 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 Bunge registered shares. At the time of settlement, a
participant holding a vested restricted stock unit is also entitled to receive corresponding accrued dividend 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.
A summary of option activity under the Plans for the year ended December 31, 2024 is presented below:
Options
Shares
Weighted-Average
Exercise Price
Weighted-Average
Remaining
Contractual
Term (Years)
Aggregate
Intrinsic
Value (US$ in
millions)
Outstanding at January 1, 2024
1,706,129 $
55.01
Exercised
(165,902)
66.91
Forfeited or expired
(1,200)
81.00
Outstanding at December 31, 2024 (1)
1,539,027
53.71
4.02
$
38
Exercisable at December 31, 2024
1,539,027 $
53.71
4.02
$
38
(1)
Includes 15,020 options to be cash settled.
The total intrinsic value of options exercised during the years ended December 31, 2024, 2023, and 2022 was
approximately $5 million, $5 million, and $44 million, respectively.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-65
A summary of restricted stock unit activity under the Plans for the year ended December 31, 2024 is presented below.
Restricted Stock Units
Shares
Weighted-Average
Grant-Date
Fair Value
Time-based restricted stock units at January 1, 2024
1,166,604 $
94.97
TBRSUs Granted
523,496
95.28
Vested/issued (1)
(433,739)
81.90
Forfeited
(47,134)
98.54
Time-based restricted stock units at December 31, 2024 (2) (3)
1,209,227 $
99.26
Performance-based restricted stock units at January 1, 2024
674,404 $
103.47
PBRSUs Granted
260,600
92.78
Additional PBRSUs granted on achievement of performance targets
233,190
88.79
Vested/issued (1)
(495,162)
89.31
Forfeited
(29,740)
105.26
Performance-based restricted stock units at December 31, 2024 (2)
643,292 $
105.06
Total restricted stock units at December 31, 2024 (2)
1,852,519 $
101.28
(1)
During the year ended December 31, 2024, Bunge issued a total of 638,386 registered shares, net of shares withheld to
cover taxes, including related shares representing accrued dividends, with a weighted-average fair value of $85.90 per
share upon vesting of TBRSUs and PBRSUs.
(2)
Includes accrued unvested dividends, which are payable in Bunge's registered shares upon vesting of underlying
restricted stock units.
(3)
Includes 14,180 TBRSUs to be cash settled.
At December 31, 2024, there was approximately $77 million of total unrecognized compensation cost related to RSUs
granted under the Plans, which is expected to be recognized over the next three years. The total grant date fair value of RSUs
vested during the year ended December 31, 2024 was approximately $75 million.
Registered Shares Reserved for Share-Based Awards—The 2024 LTIP and 2017 NED Plan provide that 5,000,000 and
320,000 registered shares, respectively, are to be reserved for grants of stock options, restricted stock units and other awards
under the plans. At December 31, 2024, 4,958,767 and 131,642 registered shares were available for future grants under the
2024 LTIP Plan and 2017 NED Plan, respectively. No shares are currently available for grant under any other Bunge Global SA
equity incentive plan.
25. 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
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-66
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 87 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, 2024,
such weighted average discount rate on operating leases was 4.7%.
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
20- Commitments and Contingencies). None of the Company’s lease agreements contain material restrictive covenants.
The components of lease expense were as follows:
Year Ended December 31,
(US$ in millions)
2024
2023
Operating lease cost
$
420 $
507
Short-term lease cost
1,054
747
Variable lease cost
42
47
Total lease cost
$
1,516 $
1,301
The table below presents the finance lease-related assets and liabilities recorded on the consolidated balance sheets:
December 31,
(US$ in millions)
2024
2023
Property, plant and equipment
$
151 $
124
Less: accumulated depreciation and depletion
(44)
(36)
Property, plant and equipment, net
$
107 $
88
Current portion of long-term debt
$
7 $
3
Long-term debt
80
57
Total finance lease liabilities
$
87 $
60
Supplemental cash flow information related to leases was as follows:
Year Ended December 31,
(US$ in millions)
2024
2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating lease liability principal payments
$
421 $
506
Supplemental non-cash information:
Right-of-use assets obtained in exchange for lease obligations (1)
$
449 $
403
(1) Comprises both operating and finance lease obligations.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-67
Maturities of operating and finance lease liabilities as of December 31, 2024 were as follows:
(US$ in millions)
Operating
leases
Finance
leases
2025
$
315 $
12
2026
220
12
2027
134
9
2028
93
8
2029
50
7
Thereafter
265
93
Total lease payments (1)
1,077
141
Less imputed interest
(196)
(54)
Present value of lease liabilities, as separately presented on the consolidated balance sheet
$
881 $
87
(1)
Minimum lease payments have not been reduced by minimum sublease income receipts of $57 million due in future
periods under non-cancelable subleases as of December 31, 2024. 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 five
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 $229 million and $176 million for the years ended December 31, 2024 and 2023, respectively.
The Company is expected to have additional operating lease payments, primarily for ocean freight vessels that have
not yet commenced, of $526 million. The operating leases are expected to commence between 2025 and 2027, with lease terms
ranging between three and 48 years.
26. 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. On October 1, 2024, Bunge completed the sale of
our 50% interest in BP Bunge Bioenergia to BP. See Note 2- Acquisitions and Dispositions for further information.
Corporate and Other includes salaries and overhead for corporate functions that are not allocated to the Company’s
individual reporting segments because the operating performance of each reporting segment is evaluated by the Company's
chief operating decision maker exclusive of these items, as well as certain other activities including Bunge Ventures, the
Company's captive insurance activities, accounts receivable securitization activities, and certain income tax assets and
liabilities.
Transfers between the segments are valued at market. The segment revenues generated from these transfers are shown
in the following table as "Inter-segment revenues."
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-68
In the fourth quarter of 2024, Bunge adopted ASU 2023-07. As a result, Bunge expanded its expense disclosures in the
following table and included additional qualitative disclosures within this footnote.
As of, and for the year ended, December 31, 2024
(US$ in millions)
Agribusiness
Refined and
Specialty
Oils
Milling
Sugar and
Bioenergy
Eliminations
Total
Reportable
Segments
Corporate
& Other
Total
Bunge
Consolidated
Net sales to external customers
$
38,598 $ 12,771 $ 1,555 $
130 $
— $ 53,054 $
54 $
53,108
Inter–segment revenues
7,299
251
85
—
(7,635)
—
—
—
Raw materials cost
(34,978) (10,582) (1,096)
(127)
— (46,783)
(34)
(46,817)
Industrial expenses- fixed
(941)
(542) (171)
—
—
(1,654)
(22)
(1,676)
Industrial expenses- variable
(522)
(226)
(38)
—
—
(786)
(4)
(790)
Depreciation
(243)
(134)
(32)
—
—
(409)
(23)
(432)
Cost of goods sold
(36,684) (11,484) (1,337)
(127)
— (49,632)
(83)
(49,715)
Selling, general and administrative
expenses
(603)
(416)
(97)
(2)
—
(1,118)
(658)
(1,776)
Foreign exchange (losses) gains –
net
(171)
(20)
(3)
—
—
(194)
5
(189)
EBIT - Noncontrolling interests (1)
(9)
(35)
—
—
—
(44)
4
(40)
Other income (expense) – net
226
(57)
(6)
196
—
359
83
442
(Loss) income from affiliates
(56)
—
(1)
18
—
(39)
1
(38)
EBIT (2)
1,301
759
111
215
—
2,386
(594)
1,792
Total depreciation, depletion and
amortization
(243)
(167)
(35)
—
—
(445)
(23)
(468)
Total assets
14,961
4,145
914
130
—
20,150
4,749
24,899
Capital expenditures
763
340
44
—
—
1,147
229
1,376
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-69
As of, and for the year ended, December 31, 2023
(US$ in millions)
Agribusiness
Refined and
Specialty
Oils
Milling
Sugar and
Bioenergy
Eliminations
Total
Reportable
Segments
Corporate
& Other
Total
Bunge
Consolidated
Net sales to external customers
$
42,764 $ 14,603 $ 1,896 $
235 $
— $ 59,498 $
42 $
59,540
Inter–segment revenues
8,360
176
175
—
(8,711)
—
—
—
Raw materials cost
(37,695) (12,346) (1,494)
(229)
— (51,764)
(5)
(51,769)
Industrial expenses- fixed
(950)
(511) (161)
—
—
(1,622)
(29)
(1,651)
Industrial expenses- variable
(581)
(254)
(43)
—
—
(878)
(4)
(882)
Depreciation
(217)
(123)
(31)
—
—
(371)
(22)
(393)
Cost of goods sold
(39,443) (13,234) (1,729)
(229)
— (54,635)
(60)
(54,695)
Selling, general and administrative
expenses
(592)
(425)
(95)
(1)
—
(1,113)
(602)
(1,715)
Foreign exchange gains – net
—
7
1
—
—
8
12
20
EBIT - Noncontrolling interests (1)
(70)
(21)
1
—
—
(90)
4
(86)
Other income (expense) – net
126
(65)
(7)
2
—
56
73
129
Income (loss) from affiliates
1
—
(1)
157
—
157
(17)
140
EBIT (3)
2,786
865
66
164
—
3,881
(548)
3,333
Depreciation, depletion and
amortization
(217)
(179)
(33)
—
—
(429)
(22)
(451)
Total assets
16,000
3,969
984
471
—
21,424
3,948
25,372
Capital expenditures
551
429
45
—
—
1,025
97
1,122
As of, and for the year ended, December 31, 2022
(US$ in millions)
Agribusiness
Refined and
Specialty
Oils
Milling
Sugar and
Bioenergy
Eliminations
Total
Reportable
Segments
Corporate
& Other
Total
Bunge
Consolidated
Net sales to external customers
$
47,700 $ 16,850 $ 2,388 $
259 $
— $ 67,197 $
35 $
67,232
Inter–segment revenues
10,200
306
564
—
(11,070)
—
—
—
Raw materials cost
(43,715) (14,784) (1,884)
(250)
— (60,633)
(20)
(60,653)
Industrial expenses- fixed
(844)
(531) (166)
—
—
(1,541)
(21)
(1,562)
Industrial expenses- variable
(649)
(266)
(48)
—
—
(963)
(3)
(966)
Depreciation
(202)
(111)
(30)
—
—
(343)
(26)
(369)
Cost of goods sold
(45,410) (15,692) (2,128)
(250)
— (63,480)
(70)
(63,550)
Selling, general and administrative
expenses
(532)
(357) (102)
(1)
—
(992)
(377)
(1,369)
Foreign exchange gains (losses) –
net
2
(14)
4
2
—
(6)
(5)
(11)
EBIT - Noncontrolling interests (1)
(45)
(12)
(1)
—
—
(58)
(9)
(67)
Other (expense) income – net
(67)
(29)
1
2
—
(93)
84
(9)
Income (loss) from affiliates
67
—
—
93
—
160
(55)
105
EBIT (4)
1,715
746
162
105
—
2,728
(397)
2,331
Depreciation, depletion and
amortization
(203)
(146)
(32)
—
—
(381)
(27)
(408)
Total assets
16,486
3,886 1,195
334
—
21,901
2,679
24,580
Capital expenditures
312
169
30
—
—
511
44
555
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-70
(1)
Includes Net (income) attributable to noncontrolling interests and redeemable noncontrolling interests adjusted for
noncontrolling interests' share of interest and taxes.
(2)
2024 EBIT includes $244 million of acquisition and integration costs, recorded in SG&A, Cost of goods sold and
Other income (expense) - net, related to the announced Business Combination Agreement with Viterra; $195 million
gain on sale of Bunge's 50% ownership share in BP Bunge Bioenergia, recorded in Other income (expense) - net;
$19 million of charges related to the impairment of an equity method investment, recorded in (Loss) income from
affiliates; and $6 million in insurance recoveries related to certain previously damaged property as a result of the
Ukraine-Russia war, recorded in Cost of goods sold.
(3)
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 (Loss) income from
affiliates, related to a minority investment in Australian Plant Proteins, a start-up manufacturer of novel protein
ingredients.
(4)
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
income (expense) - net; and $53 million of charges related to the impairment of two equity investments, recorded in
(Loss) income from affiliates.
The Company’s CODM is the chief executive officer. Total reportable segment earnings before interest and taxes
("EBIT") is the key operating performance measure utilized by the CODM to evaluate reportable segment operating activities
and performance. The CODM believes total reportable segment EBIT is a useful measure of operating profitability, since the
measure allows for an evaluation of the performance of its reportable segments without regard to its financing methods or
capital structure. In addition, EBIT is a financial measure that is widely used by analysts and investors in Bunge’s industries.
Further, the CODM uses total reportable segment EBIT to evaluate earnings generated from segment assets in deciding whether
to reinvest earnings into a particular segment or into other parts of the entity, such as for acquisitions. EBIT is also used to
monitor forecast versus actual results.
A reconciliation of Net income attributable to Bunge shareholders to Total reportable segment EBIT follows:
Year Ended December 31,
(US$ in millions)
2024
2023
2022
Net income attributable to Bunge shareholders
$
1,137 $
2,243 $
1,610
Interest income
(163)
(148)
(71)
Interest expense
471
516
403
Income tax expense
336
714
388
Noncontrolling interests' share of interest and tax
11
8
1
Total EBIT
1,792
3,333
2,331
Less Corporate & Other EBIT
(594)
(548)
(397)
Total reportable segment EBIT
$
2,386 $
3,881 $
2,728
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-71
Net sales by product group to external customers were as follows:
Year Ended December 31,
(US$ in millions)
2024
2023
2022
Agribusiness Processing Products
$
27,981 $
31,298 $
32,804
Agribusiness Merchandising Products
10,617
11,466
14,896
Refined and Specialty Oil Products
12,771
14,603
16,850
Milling Products
1,555
1,896
2,388
Sugar and Bioenergy Products
130
235
259
Other Products
54
42
35
Total
$
53,108 $
59,540 $
67,232
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:
Year Ended December 31,
(US$ in millions)
2024
2023
2022
Net sales to external customers:
Europe
$
25,356 $
24,333 $
26,089
United States
14,187
15,819
16,939
Asia-Pacific
6,194
10,098
13,829
Brazil
3,810
4,771
5,487
Argentina
859
1,386
1,576
Canada
2,174
2,606
2,431
Rest of world
528
527
881
Total
$
53,108 $
59,540 $
67,232
Year Ended December 31,
(US$ in millions)
2024
2023
Long-lived assets: (1)
Europe
$
1,182 $
1,090
United States
2,361
1,733
Asia-Pacific
400
386
Brazil
758
775
Argentina
195
188
Canada
356
367
Rest of world
2
2
Total
$
5,254 $
4,541
(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
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-72
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):
Year Ended December 31, 2024
(US$ in millions)
Agribusiness
Refined and
Specialty Oils
Milling
Sugar and
Bioenergy
Corporate &
Other
Total
Sales from commodity contracts (ASC
815)
$
36,467 $
963 $
2 $
126 $
— $
37,558
Sales from contracts with customers
(ASC 606)
2,131
11,808
1,553
4
54
15,550
Net sales to external customers
$
38,598 $
12,771 $
1,555 $
130 $
54 $
53,108
Year Ended December 31, 2023
(US$ in millions)
Agribusiness
Refined and
Specialty Oils
Milling
Sugar and
Bioenergy
Corporate &
Other
Total
Sales from commodity contracts (ASC
815)
$
40,331 $
997 $
152 $
229 $
— $
41,709
Sales from contracts with customers
(ASC 606)
2,433
13,606
1,744
6
42
17,831
Net sales to external customers
$
42,764 $
14,603 $
1,896 $
235 $
42 $
59,540
Year Ended December 31, 2022
(US$ in millions)
Agribusiness
Refined and
Specialty Oils
Milling
Sugar and
Bioenergy
Corporate &
Other
Total
Sales from commodity contracts (ASC
815)
$
44,553 $
1,198 $
154 $
253 $
— $
46,158
Sales from contracts with customers
(ASC 606)
3,147
15,652
2,234
6
35
21,074
Net sales to external customers
$
47,700 $
16,850 $
2,388 $
259 $
35 $
67,232
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-73
27. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
Quarter
(US$ in millions, except per share data)
First
Second
Third
Fourth
Year
2024
Net sales
$
13,417 $
13,241 $
12,908 $
13,542 $
53,108
Gross profit
876
664
772
1,081
3,393
Net income
252
73
233
630
1,188
Net income attributable to Bunge shareholders
244
70
221
602
1,137
Earnings per share—basic(1)
Net income attributable to Bunge shareholders - basic
$
1.70 $
0.49 $
1.57 $
4.41 $
8.09
Earnings per share—diluted(1)
Net income attributable to Bunge shareholders - diluted
$
1.68 $
0.48 $
1.56 $
4.36 $
7.99
2023
Net sales
$
15,328 $
15,049 $
14,227 $
14,936 $
59,540
Gross profit
1,181
1,365
1,045
1,254
4,845
Net income
659
629
389
660
2,337
Net income attributable to Bunge shareholders
632
622
373
616
2,243
Earnings per share—basic(1)
Net income attributable to Bunge shareholders - basic
$
4.21 $
4.13 $
2.50 $
4.24 $
15.07
Earnings per share—diluted(1)
Net income attributable to Bunge shareholders - diluted
$
4.15 $
4.09 $
2.47 $
4.18 $
14.87
(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, 2024 and
2023 may not equal the total computed for the year. See Note 23- Earnings per Share for further details.
2024 Bunge Annual Report
BUNGE GLOBAL SA AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
F-74
SIGNATURES
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.
BUNGE GLOBAL SA
Dated: February 20, 2025
By:
/s/ JOHN W. NEPPL
John W. Neppl
Executive Vice President and Chief Financial Officer
2024 Bunge Annual Report
S-1
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.
February 20, 2025
By:
/s/ GREGORY A. HECKMAN
Gregory A. Heckman
Chief Executive Officer and Director
February 20, 2025
By:
/s/ JOHN W. NEPPL
John W. Neppl
Executive Vice President and Chief Financial Officer
February 20, 2025
By:
/s/ J. MATT SIMMONS, JR.
J. Matt Simmons, Jr.
Controller and Principal Accounting Officer
February 20, 2025
By:
/s/ ELIANE ALEIXO LUSTOSA DE ANDRADE
Eliane Aleixo Lustosa de Andrade
Director
February 20, 2025
By:
/s/ SHEILA BAIR
Sheila Bair
Director
February 20, 2025
By:
/s/ CAROL M. BROWNER
Carol M. Browner
Director
February 20, 2025
By:
/s/ BERNARDO HEES
Bernardo Hees
Director
February 20, 2025
By:
/s/ MICHAEL KOBORI
Michael Kobori
Director
February 20, 2025
By:
/s/ MONICA MCGURK
Monica McGurk
Director
February 20, 2025
By:
/s/ KENNETH SIMRIL
Kenneth Simril
Director
February 20, 2025
By:
/s/ HENRY W. WINSHIP
Henry W. Winship
Director
February 20, 2025
By:
/s/ MARK N. ZENUK
Mark N. Zenuk
Director and Chair of the Board of Directors
2024 Bunge Annual Report
S-2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-282003 on Form S-3 and Registration
Statement Nos. 333-75762, 333-130651, 333-159918, 333-211908, 333-218273, 333-238628, 333-255878 and 333-281787 on
Form S-8 of our reports dated February 20, 2025, relating to the financial statements 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, 2024.
/s/ Deloitte & Touche LLP
St. Louis, Missouri
February 20, 2025
Exhibit 23.1
2024 Bunge Annual Report
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.
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
b.
designed such internal control over financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
c.
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
d.
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (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.
all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
b.
any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant’s internal control over financial reporting.
Date:
February 20, 2025
/s/ GREGORY A. HECKMAN
Gregory A. Heckman
Chief Executive Officer (Principal Executive Officer)
2024 Bunge Annual Report
Exhibit 31.1
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.
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
b.
designed such internal control over financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
c.
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
d.
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (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.
all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
b.
any fraud, whether or not material, that involves management or other employees who have a significant role in
the registrant’s internal control over financial reporting.
Date:
February 20, 2025
/s/ JOHN W. NEPPL
John W. Neppl
Executive Vice President, Chief Financial Officer
Exhibit 31.2
2024 Bunge Annual Report
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, 2024 (the “Report”) fully
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
February 20, 2025
/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.
2024 Bunge Annual Report
Exhibit 32.1
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, 2024 (the “Report”) fully
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
February 20, 2025
/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.
Exhibit 32.2
2024 Bunge Annual Report
[This page intentionally left blank]
Bunge Global SA
Statutory Financial Statements
For the year ended December 31, 2024 and
for the period from February 14, 2023 to December 31, 2023
2024 Bunge Annual Report
SR-1
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 balance sheet as at
December 31, 2024, the statement of loss for the year ended December 31, 2024, 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.
2024 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
SR-2
Carrying value of Investments in Affiliates
Key audit matter
How the scope of our audit responded to the 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 22,263,399 thousand as of
December 31, 2024, representing 91% 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, 2024,
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.
We reviewed the assumption used by management
supporting the carrying value of the investments, as
well as potential impairment indicators as at
December 31, 2024. 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.
2024 Bunge Annual Report
Bunge Global SA
Report of the Statutory Auditor
for the year ended December 31, 2024
SR-3
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.
2024 Bunge Annual Report
Bunge Global SA
Report of the Statutory Auditor
for the year ended December 31, 2024
SR-4
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.
Deloitte SA
/s/Annik Jaton Hüni
/s/Nicolas de Portier de Villeneuve
Annik Jaton Hüni
Nicolas de Portier de Villeneuve
Licensed Audit Expert
Licensed Audit Expert
Auditor in Charge
Geneva, February 20, 2025
AJH/NDV/ahe
Enclosures
- Financial statements (balance sheet, statement of loss, and accompanying notes to the financial statements)
- Proposed appropriation of available earnings
2024 Bunge Annual Report
Bunge Global SA
Report of the Statutory Auditor
for the year ended December 31, 2024
SR-5
Bunge Global SA
Statement of Loss
Year Ended
December 31, 2024
For the Period from February
14, 2023 to December 31, 2023
Amounts in thousands
Notes
U.S. dollars
Swiss francs
U.S. dollars
Swiss francs
Dividend income from Affiliates
5
$
2,600,463 CHF
2,356,019 $ 21,172,877 CHF 17,742,871
Income from general
and administrative services
7
72,110
65,332
—
—
Operating income
2,672,573
2,421,351
21,172,877
17,742,871
Personnel expenses
(15,957)
(14,457)
(174)
(146)
General and administrative expenses
7
(201,151)
(182,243)
(93,254)
(78,147)
Impairment of investments in Affiliates
5
(2,600,463)
(2,356,019)
(21,172,877)
(17,742,871)
Operating expenses
(2,817,571)
(2,552,719)
(21,266,305)
(17,821,164)
Interest income
4
92,291
83,616
7,914
6,632
Interest expense
4
(12,612)
(11,426)
(2,412)
(2,021)
Foreign exchange gains/(losses) - net
(294)
(267)
(4)
(3)
Net loss for the period
$
(65,613) CHF
(59,445) $
(87,930) CHF
(73,685)
The accompanying notes are an integral part of these financial statements
2024 Bunge Annual Report
SR-6
Bunge Global SA
Balance Sheet
December 31, 2024
December 31, 2023
Amounts in thousands
Notes
U.S. dollars
Swiss francs
U.S. dollars
Swiss francs
Cash and cash equivalents
$
274,076 CHF
248,313 $
— CHF
—
Accounts receivable - Other
770
698
39
33
Accounts receivable - Affiliates
17,267
15,645
12,453
10,436
Prepaid expenses
932
844
605
507
Short-term loans receivable - Affiliates
4
1,300,842
1,178,563
627,886
526,168
Other current assets
35
32
—
—
Total current assets
1,593,922
1,444,095
640,983
537,144
Long-term loans receivable - Affiliates
4
653,086
591,696
653,086
547,286
Property, plant and equipment, net
8,323
7,541
10,306
8,637
Investments in Affiliates
5
22,263,399
20,170,639
24,863,862
20,835,916
Total non-current assets
22,924,808
20,769,876
25,527,254
21,391,839
Total assets
24,518,730
22,213,971
26,168,237
21,928,983
Accounts payable - Trade
665
602
647
542
Accounts payable - Affiliates
137,828
124,872
40,174
33,666
Dividend payable - Shareholders
6
375,813
340,487
192,490
161,307
Short-term loans payable - Affiliates
4
189,876
172,028
470,408
394,202
Accrued expenses
9,555
8,657
3,192
2,675
Total current liabilities
713,737
646,646
706,911
592,392
Long-term provisions
1,386
1,256
—
—
Total non-current liabilities
1,386
1,256
—
—
Total liabilities
715,123
647,902
706,911
592,392
Share capital
6
1,553
1,407
1,614
1,352
Statutory reserves from capital contributions:
Reserve from capital contributions
6
23,910,976
21,663,344
25,544,079
21,405,938
Other reserves from capital contributions
6
500,218
453,198
161
135
Treasury shares
6
(528,762)
(479,058)
(161)
(135)
Retained earnings
6
(14,765)
(13,377)
3,563
2,986
Net loss for the period
6
(65,613)
(59,445)
(87,930)
(73,685)
Total shareholders' equity
23,803,607
21,566,069
25,461,326
21,336,591
Total liabilities and shareholders' equity
$ 24,518,730 CHF
22,213,971 $ 26,168,237 CHF 21,928,983
The accompanying notes are an integral part of these financial statements
2024 Bunge Annual Report
SR-7
Bunge Global SA
Notes to Statutory Financial Statements
(U.S. dollars in thousands, except share and per share information and where otherwise indicated)
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 Bunge Global and its Affiliates (as defined below) (together, the “Bunge Group”)
with listed shares on the New York Stock Exchange (the “NYSE”).
Bunge Global is a corporation (société anonyme) with its 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 the Bunge Group. The Company
employed less than 50 full time positions during both 2024 and the period from February 14, 2023 to December 31, 2023. For
additional information on the Bunge Group, see Bunge Global SA's Annual Report on Form 10-K filed with the United States
Securities and Exchange Commission for the fiscal year ended December 31, 2024.
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 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, 2024.
The statutory financial statements reflect the results of operations for the year ended December 31, 2024 and have been prepared in
accordance with the requirements of the Swiss Code of Obligations. They are prepared following the historical cost convention and
on an accrual basis.
When referring to fiscal year 2023 in these statutory financial statements, the Company refers to the period from its incorporation
on February 14, 2023 to December 31, 2023.
Since the Company has prepared consolidated financial statements in accordance with accounting principles generally accepted in
the United States of America, a recognized accounting standard, the Company has 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
The Company's functional currency is the United States dollar ("U.S. dollar"). The financial statements are presented 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 informational purpose only using the closing foreign exchange rate at the balance sheet date. The exchange rates at
December 31, 2024 and 2023 were CHF 0.9060 and CHF 0.8380 for USD 1, respectively.
Exchange rate differences
Current assets and liabilities in non-U.S. dollar currencies are translated into U.S. dollars using the closing exchange rate 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
2024 Bunge Annual Report
SR-8
the transaction. Unrealized foreign exchange losses and realized transactional gains and losses are included in the determination of
current income, whereas unrealized foreign exchange gains are deferred into the Balance Sheet.
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 of Bunge Global SA.
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 appropriation approved at the Bunge Global Annual
General Meeting of Shareholders, but not yet paid at the balance sheet date.
Personnel expenses
Personnel expenses includes cash and equity 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 Company's Annual Report.
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. When treasury shares are used for equity compensation, the
difference between their acquisition cost and the exercise price is recognized in Personnel expenses.
Income taxes
The Company follows the policy of providing in each year for income and capital taxes, which are 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 during the years ended December 31, 2024 and 2023 as the
Company recorded losses for those two years. Capital taxes are presented in General and administrative expenses.
4. Loans with Affiliates
As at December 31, 2024 and 2023, the Company had the following loans receivable from Affiliates, which earned $85,428 and
$7,910, respectively, in interest income during the year:
December 31, 2024
December 31, 2023
U.S. dollars
Swiss francs
U.S. dollars
Swiss francs
Cash Pool asset 1
$
1,104,231
CHF
1,000,433
$
—
CHF
—
USD-denominated loans
849,697
769,826
1,280,972
1,073,454
Loans receivable from Affiliates
$
1,953,928
CHF
1,770,259
$
1,280,972
CHF
1,073,454
Short-term portion:
$
1,300,842
CHF
1,178,563
$
627,886
CHF
526,168
Long-term portion:
$
653,086
CHF
591,696
$
653,086
CHF
547,286
1 The Company utilizes an internal borrowing/lending relationship (the “Cash Pool”) with a wholly-owned Affiliate to fund its
operations.
As at December 31, 2024 and 2023, the Company had the following loans payable to Affiliates, which incurred interest expense of
$9,202 and $2,412, respectively, during the year:
2024 Bunge Annual Report
SR-9
December 31, 2024
December 31, 2023
U.S. dollars
Swiss francs
U.S. dollars
Swiss francs
Cash Pool liability 1
$
—
CHF
—
$
271,498
CHF
227,515
USD-denominated loans
189,876
172,028
198,910
166,687
Loans payable to Affiliates
$
189,876
CHF
172,028
$
470,408
CHF
394,202
Short-term portion:
$
189,876
CHF
172,028
$
470,408
CHF
394,202
1 The Company utilizes an internal borrowing/lending relationship (the “Cash Pool”) with a wholly-owned Affiliate to fund its
operations.
5. Investments in Affiliates
Bunge Global is the ultimate holding company of all Affiliates of the Bunge Group. The Company's directly-owned Affiliates were
as follows as at December 31, 2024 and 2023:
Entity legal name
Jurisdiction Purpose
Ownership1
December 31, 2024
U.S. dollars
Swiss francs
Bunge Holdings B.V. (BHBV)
Netherlands
Holding company
100 %
$
22,095,456
CHF
20,018,482
Greenleaf, Ltd
Bermuda
Insurance company
100 %
61,701
55,901
SSI Logistics
France
Operating company
100 %
8,397
7,608
Vietnam Agribusiness Holdings
Pte Ltd (Vietnam Agribusiness)
Singapore
Operating company
50 %
97,845
88,648
Investments in Affiliates
$
22,263,399
CHF
20,170,639
Entity legal name
Jurisdiction Purpose
Ownership1
December 31, 2023
U.S. dollars
Swiss francs
Bunge Holdings B.V. (BHBV)
Netherlands
Holding company
100 %
$
24,680,919
CHF
20,682,610
Greenleaf, Ltd
Bermuda
Insurance company
100 %
61,701
51,705
SSI Logistics
France
Operating company
100 %
8,397
7,037
Vietnam Agribusiness Holdings
Pte Ltd (Vietnam Agribusiness)
Singapore
Operating company
50 %
112,845
94,564
Investments in Affiliates
$
24,863,862
CHF
20,835,916
1 Voting rights do not differ from the disclosed ownership percentages.
The following table presents the activity related to Bunge Global's Investments in Affiliates for the year ended December 31, 2024:
Balance as at January 1, 2024
$
24,863,862
Capital reductions from BHBV
(2,585,463)
Capital reduction from Vietnam Agribusiness
(15,000)
Balance as at December 31, 2024
$
22,263,399
Balance as of December 31, 2024 - indicative CHF
CHF
20,170,639
Capital reductions from Bunge Global's investments in BHBV and Vietnam Agribusiness were recognized in the Statement of Loss
for the year ended December 31, 2024 as Dividend income from Affiliates for $2,600,463 with a corresponding impairment for
$2,600,463.
2024 Bunge Annual Report
SR-10
The following table presents the activity related to Bunge Global's Investments in Affiliates for the year ended December 31, 2023:
Incorporation - February 14, 2023
$
—
Redomestication - November 1, 2023
25,832,839
Purchase of investments from Affiliates
121,242
Capital reductions from BHBV
(1,090,219)
Balance as at December 31, 2023
$
24,863,862
Balance as of December 31, 2023 - indicative CHF
CHF
20,835,916
Capital reductions from the Company's investment in BHBV were recognized in the Statement of Loss for the period from
February 14, 2023 to December 31, 2023 as Dividend income from Affiliates for $1,090,219 with a corresponding impairment for
$1,090,219.
As part of the Bunge Group restructuring in connection 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.
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 sensitive to adverse changes in management’s assumptions. Critical estimates in the
determination of the recoverable amount 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.
As at December 31, 2024 and 2023, the carrying value of investments were not impaired.
Significant indirect Affiliates of the Bunge Group were as follows at both December 31, 2024 and 2023:
Entity legal name
Jurisdiction
Purpose
Ownership
Bunge North America, Inc.
USA
Operations
100 %
Bunge Argentina S.A.
Argentina
Operations
100 %
Bunge Alimentos S.A
Brazil
Operations
100 %
Bunge Asia Pte. Ltd
Singapore
Operations
100 %
Bunge SA
Switzerland
Operations
100 %
Koninklijke Bunge B.V.
Netherlands
Holdings and Finance
100 %
2024 Bunge Annual Report
SR-11
6. Shareholders’ equity
Changes in equity accounts
The following table presents the activity related to equity accounts for the years ended December 31, 2024 and 2023:
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
Total
shareholders'
equity
Incorporation -
February 14, 2023
$
130
$
—
$
—
$
—
$
—
$
—
$
130
Capital increase
1,484
—
—
—
—
—
1,484
Redomestication
—
25,832,839
161
—
—
(161)
25,832,839
Release to dividend
payable
—
(288,760)
—
—
—
—
(288,760)
Share-based
compensation
—
—
—
3,356
—
—
3,356
Other movements
—
—
—
207
—
—
207
Net loss for the period
—
—
—
—
(87,930)
—
(87,930)
Balance as at
December 31, 2023
$
1,614
$
25,544,079
$
161
$
3,563
$ (87,930) $
(161) $
25,461,326
Loss brought forward
—
—
—
(87,930)
87,930
—
—
Remainder dividend
payable
—
97,159
—
—
—
—
97,159
Release to dividend
payable
—
(658,632)
—
—
—
—
(658,632)
Share-based
compensation
—
—
—
69,602
—
8
69,610
Repurchase of
common shares
—
(1,071,630)
1,071,630
—
—
(1,100,243)
(1,100,243)
Cancellation of
treasury shares
(61)
—
(571,573)
—
—
571,634
—
Net loss for the period
—
—
—
—
(65,613)
—
(65,613)
Balance as at
December 31, 2024
$
1,553
$
23,910,976
$
500,218
$ (14,765) $ (65,613) $ (528,762) $
23,803,607
Balance as at
December 31, 2024 -
indicative CHF
CHF1,407
CHF21,663,344
CHF453,198 CHF(13,377) CHF(59,445) CHF(479,058)
CHF21,566,069
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 was divided into 161,429,472 fully paid-in registered shares with a par value of $0.01 each.
The Board of Directors of Bunge Global SA unanimously resolved to reduce the Company's share capital by 6,146,930 shares on
November 13, 2024 for $61. The capital reduction became effective at the publication in the Swiss Gazette on December 6, 2024.
Refer to section Treasury shares within this Note for more details on the shares cancellation.
The share capital of the Company was $1,553 as at December 31, 2024 and was divided into 155,282,542 fully paid-in registered
shares with a par value of $0.01 each.
2024 Bunge Annual Report
SR-12
Capital band
Bunge Global’s Articles of Association provide for a capital band ranging from $1,291 (lower limit) to $2,421 (upper limit),
equivalent to approximately CHF 1,170 (lower limit) to CHF 2,194 (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 86,861,666 fully paid-in registered shares with a par value of
$0.01 each or cancelling up to 26,138,964 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 117), 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 176), (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.
Reserve from capital contributions
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, paid on March 1, 2024 based on the
outstanding shares of Bunge Global on February 16, 2024.
In connection with the Redomestication, Bunge Global assumed from Bunge Limited the obligation to make payment of the
outstanding quarterly dividend installments.
Associated with the approved dividends, an amount of $288,760 was allocated to Dividend payable to shareholders from the
Reserve from capital contributions following the Redomestication. This amount was calculated assuming a number of 145,287,978
shares eligible to receive dividends on November 1, 2023. This amount included a 50% margin (“Dividend reserve”) to
accommodate for any new share issuances that could occur between the date of the Redomestication and the second dividend
installment payment. As the aggregate dividend payment was lower than the Dividend payable to shareholders liability, the
difference of $97,159 was allocated back to the Reserve from capital contributions after the last quarterly cash dividend paid in
March 2024.
The following four dividends were approved at Bunge Global's Annual General Meeting of Shareholders held on May 15, 2024:
•
a quarterly cash dividend of $0.68 per share declared on May 15, 2024, paid on June 3, 2024 based on the outstanding
shares of Bunge Global on May 20, 2024.
•
a quarterly cash dividend of $0.68 per share declared on May 15, 2024, paid on September 2, 2024 based on the
outstanding shares of Bunge Global on August 19, 2024.
2024 Bunge Annual Report
SR-13
•
a quarterly cash dividend of $0.68 per share declared on May 15, 2024, paid on December 2, 2024 based on the
outstanding shares of Bunge Global on November 18, 2024.
•
a quarterly cash dividend of $0.68 per share declared on May 15, 2024, to be paid on March 4, 2025 based on the
outstanding shares of Bunge Global on February 18, 2025.
Associated with the approved dividends, an amount of $658,632 was allocated to Dividend payable to shareholders from the
Reserve from capital contributions in May 2024. This amount was calculated assuming a number of 145,319,668 shares eligible to
receive dividends as at December 31, 2023. This amount included a 67% margin (“Dividend reserve”) to accommodate for any
new share issuances that may occur until the fourth dividend payment installment 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 paid in March 2025.
The amount of quarterly cash dividends paid in 2024 and 2023 was $378,149 and $96,270, respectively.
Treasury shares
The following table presents the activity related to Bunge Global's Treasury shares for the year ended December 31, 2024:
Number of
shares
Carrying
value
Balance at January 1, 2024
16,109,804
$
161
Releases for share-based compensation
(795,330)
(8)
Repurchase of shares
12,150,763
1,100,243
Cancellation of treasury shares
(6,146,930)
(571,634)
Balance as at December 31, 2024
21,318,307
$
528,762
Balance as at December 31, 2024 -
CHF indicative value
CHF
479,058
During 2024, the Company granted 795,330 treasury shares to employees of the Bunge Group in conjunction with its equity
incentive plans for $8.
The Company also repurchased 12,150,763 shares for $1,100,243, of which 11,856,763 shares were flagged for cancellation at the
time of repurchase reducing simultaneously the Reserve from capital contributions by $1,071,630. This reduction corresponds to
the portion of the acquisition cost that exceeded the shares' par value. A corresponding amount of $1,071,630 was allocated to the
Other reserves from capital contributions until formal cancellation of the shares.
In accordance with the designation made at the time of repurchase, the Board of Directors of Bunge Global SA unanimously
resolved to reduce the Company's share capital by 6,146,930 shares on November 13, 2024. The capital reduction became effective
at the publication in the Swiss Gazette on December 6, 2024. Simultaneously, Share capital was reduced by $61, Treasury shares
reduced by $571,634 and the Other reserves from capital contributions was reduced by $571,573 corresponding to the portion of
the acquisition cost that exceeded the par value of the shares.
As at December 31, 2024, Bunge Global held 5,709,833 treasury shares that were repurchased for cancellation. The Company also
held 15,608,474 treasury shares available for grants under the equity incentive plans or other approved activities, of which
15,314,474 shares were issued at $0.01 and 294,000 shares were acquired at $96.92.
On November 13, 2024, Bunge Global SA's Board approved the expansion of an existing share repurchase program by an
additional $500 million bringing total authorizations under the program since inception to $2,700 million. The program continues
to have an indefinite term. As of December 31, 2024, a total of 19,667,739 shares were repurchased under the program for $1,900
million with an aggregate purchase authorization of approximately $800 million remaining outstanding for repurchases under the
program. During the twelve months ended December 31, 2024, Bunge repurchased 12,150,763 shares for $1,100 million.
2024 Bunge Annual Report
SR-14
The following table presents the activity related to Bunge Global's Treasury shares for the year ended December 31, 2023:
Number of
shares
Carrying
value
Incorporation - February 14, 2023
—
$
—
Capital increase
16,141,494
161
Releases for share-based compensation
(31,690)
—
Balance as at December 31, 2023
16,109,804
$
161
Balance as at December 31, 2023 -
CHF indicative value
CHF
135
As at December 31, 2023, Bunge Global held 16,109,804 treasury shares that were issued at $0.01 by resolution at the
Extraordinary Meeting of Shareholders held on October 19, 2023 prior to Redomestication. At completion of the Redomestication,
Bunge Limited contributed these shares to Bunge Global's Other reserves from capital contributions. The 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.
7. General and administrative expenses
Bunge Global is responsible for strategic and managerial activities for the Bunge Group and it also assumes an active role in
managing Affiliates as the ultimate holding company.
During 2024, Bunge Global incurred $201,151 (2023: $93,254) of general and administrative expenses of which $18,219 (2023:
$4,408) derived from direct third-party activities and $182,932 (2023: $88,846) from activities performed by Affiliates on behalf of
Bunge Global.
During 2024, Bunge Global received $72,110 from strategic and managerial services performed to the benefits of its Affiliates.
8. Contingent liabilities and commitments
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").
Under the terms of the Business Combination Agreement, the Sellers are anticipated to receive approximately 65.6 million of
registered shares of Bunge Global, with an aggregate value of approximately $5,100 million as at December 31, 2024 and receive
approximately $2,000 million 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.
The Acquisition is subject to the satisfaction of regulatory approvals and other customary closing conditions. The Acquisition is
expected to receive the remaining regulatory approvals and close in the next few months. The Business Combination Agreement
may be terminated by mutual written consent of the parties and includes certain customary termination rights. If the Business
Combination Agreement is terminated in connection with certain circumstances relating to the failure to obtain certain antitrust and
competition clearances that are conditions to closing, Bunge would be obligated to pay the Sellers a fee of $400 million in the
aggregate.
On September 9, 2024, Bunge announced that, in connection with its pending Acquisition of Viterra, Bunge Limited Finance Corp.
(“BLFC”), an indirect Affiliate of the Company, commenced US Exchange Offers to exchange all outstanding notes of certain
series (the “Existing USD Viterra Notes”) issued by Viterra Finance B.V. (“VFBV”) and guaranteed by Viterra and Viterra B.V.,
for up to $1,950 million aggregate principal amount of new notes issued by BLFC and guaranteed by Bunge Global.
Concurrently with the US Exchange Offers, BLFC successfully solicited consents, on behalf of VFBV, and VFBV amended the
respective indentures governing the Existing USD Viterra Notes on September 23, 2024 to, among other things, eliminate certain
of the covenants, restrictive provisions and events of default, and modify or amend certain other provisions, including
unconditionally releasing and discharging the guarantees by each of Viterra and Viterra B.V.
In addition, in the third quarter of 2024, Viterra commenced the European Consent Solicitation to amend the indenture governing
VFBV's outstanding 500 million Euro aggregate principal amount of 0.375% senior unsecured notes due 2025 and outstanding 700
million Euro aggregate principal amount of 1.000% senior unsecured notes due 2028 (collectively, the “Existing Euro Viterra
2024 Bunge Annual Report
SR-15
Notes”) to, among other things, substitute the issuer and guarantors of such notes with Bunge Finance Europe B.V. (“BFE”), an
indirect finance Affiliate of the Company, as issuer, and Bunge Global as guarantor. The resolutions to effect such amendments
have been passed by the requisite number of noteholders.
The US Exchange Offers and European Consent Solicitation are conditioned, among other things, upon the consummation of the
Acquisition. For this reason, the Existing USD Viterra Notes and Existing Euro Viterra Notes are not included in the guarantees of
the Company until consummation of the Acquisition.
Since January 1, 2024, Bunge Global is part of a Swiss value-added tax (“VAT”) group (the “VAT Group”). All Bunge Global's
Affiliates in the VAT Group maintain primary responsibility for their own VAT liabilities. However, in the event of non-
compliance by any member of the VAT Group, all Affiliates within the VAT Group assume joint and several responsibility for any
VAT liabilities. As at December 31, 2024, the Company does not expect to have to assume responsibility for any events of
noncompliance by the other members of the VAT Group.
As at December 31, 2024, 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 the ultimate parent of the Bunge Group, 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, 2024 and 2023, the aggregate maximum amount allowed to be drawn under
the credit lines and performance guarantees by the Company was $26,478 million and $22,044 million, respectively, equivalent to
approximately CHF 23,989 million and CHF 18,473 million, respectively.
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, 2024, we do not anticipate having to perform under these guarantees.
10. Subsequent Events
No significant events occurred subsequent to the balance sheet date but prior to February 20, 2025 that would have a material
impact on the financial statements.
2024 Bunge Annual Report
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Bunge Global SA
Proposed appropriation of available earnings
Amounts in thousands
U.S. dollars
Swiss francs
Retained earnings
$
(14,765) CHF
(13,377)
Net loss for the period
(65,613)
(59,445)
Total accumulated loss
$
(80,378) CHF
(72,822)
Proposal of the Board of Directors for the appropriation of total accumulated
loss:
Total accumulated loss to be carried forward
$
(80,378) CHF
(72,822)
Reserve from capital contributions
Balance as at December 31, 2024
$ 23,910,976
CHF 21,663,344
Proposed release as dividend to shareholders
(678,004)
(614,272)
Balance to be carried forward
$ 23,232,972
CHF 21,049,072
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 $2.801 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 in treasury.
An amount of $678,0042 shall be allocated to Dividend payable to shareholders from the Reserve from capital contributions in
order to pay such dividend of $2.80 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.
___________________________________
2024 Bunge Annual Report
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 $678,004. 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 133,964,235 shares eligible for payout (number of outstanding shares as at December 31, 2024), the aggregate Dividend
payable to shareholders liability would be $678,004. The amount of the Dividend payable to shareholders, calculated on the basis of the
Company’s outstanding shares as at December 31, 2024, includes a 81% margin to accommodate for the potential issuance of 86,861,666 new
shares in accordance with our capital band and utilization of 21,318,307 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 13, 2023 with 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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