ý
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended December 31, 2018
|
||
Or
|
||
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from to
|
Bermuda
(State or other jurisdiction of
incorporation or organization)
|
|
98-0231912
(IRS Employer
Identification No.)
|
50 Main Street
White Plains, New York USA
(Address of principal executive offices)
|
|
10606
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Shares, par value $.01 per share
|
|
New York Stock Exchange
|
Large Accelerated filer
ý
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting
company
o
|
Emerging growth
company
o
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
changes in governmental policies and laws affecting our business, including agricultural and trade policies and environmental, tax and biofuels regulation;
|
•
|
our capital allocation plans, funding needs and financing sources;
|
•
|
changes in foreign exchange policy or rates;
|
•
|
the outcome of pending regulatory and legal proceedings;
|
•
|
our ability to complete, integrate and benefit from acquisitions, divestitures, joint ventures and strategic alliances;
|
•
|
our ability to achieve the efficiencies, savings and other benefits anticipated from our cost reduction, margin improvement, operational excellence and other business optimization initiatives;
|
•
|
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;
|
•
|
weather conditions and the impact of crop and animal disease on our business;
|
•
|
global and regional economic, agricultural, financial and commodities market, political, social and health conditions;
|
•
|
the outcome of our strategic review process;
|
•
|
the effectiveness of our risk management strategies;
|
•
|
operational risks, including industrial accidents, natural disasters and cybersecurity incidents: and
|
•
|
other factors affecting our business generally.
|
•
|
global oilseed processor and producer of vegetable oils and protein meals, based on processing capacity;
|
•
|
global grain processor, based on volume;
|
•
|
seller of packaged vegetable oils worldwide, based on sales;
|
•
|
producer and seller of wheat flours and bakery mixes and dry milled corn products in North and South America, based on volume; and
|
•
|
producer of sugar and ethanol in Brazil, based on volume.
|
Name
|
|
Position
|
Gregory A. Heckman
|
|
Acting Chief Executive Officer
|
Todd Bastean
|
|
President, North America
|
Thomas M. Boehlert
|
|
Executive Vice President—Chief Financial Officer
|
Deborah Borg
|
|
Executive Vice President—Chief Human Resources and Communications Officer
|
Robert Coviello
|
|
Executive Vice President—Chief Growth and Strategy Officer
|
Christos Dimopoulous
|
|
President, Agribusiness
|
Gordon Hardie
|
|
President, Food & Ingredients
|
David G. Kabbes
|
|
Executive Vice President—Corporate Affairs and Chief Legal Officer
|
Pierre Mauger
|
|
President, Europe and Asia
|
Raul Padilla
|
|
President, South America and Sugar & Bioenergy
|
Brian Zachman
|
|
President, Global Risk Management
|
•
|
adverse trade policies or trade barriers on agricultural commodities and commodity products;
|
•
|
inflation and hyperinflation and adverse economic effects resulting from governmental attempts to control inflation, such as imposition of wage and price controls and higher interest rates;
|
•
|
changes in laws and regulations or their interpretation or enforcement in the countries where we operate, such as tax laws, including the risk of future adverse tax regulations relating to our status as a Bermuda company;
|
•
|
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;
|
•
|
inadequate infrastructure and logistics challenges;
|
•
|
sovereign risk and 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. Generally Accepted Accounting Principles ("U.S. GAAP") expertise in international locations and multiple financial information systems; and
|
•
|
labor disruptions, civil unrest, significant political instability, wars or other armed conflict or acts of terrorism.
|
•
|
directors to be removed without cause at any special general meeting only upon the affirmative vote of at least 66% of all votes attaching to all shares then in issue entitling the holder to attend and vote on the resolution;
|
•
|
restrictions on the time period in which directors may be nominated;
|
•
|
our Board of Directors to determine the powers, preferences and rights of our preference shares and to issue the preference shares without shareholder approval; and
|
•
|
an affirmative vote of at least 66% of all votes attaching to all shares then in issue entitling the holder to attend and vote on the resolution for some business combination transactions, which have not been approved by our Board of Directors.
|
(metric tons)
|
|
Aggregate Daily
Production
Capacity
|
|
Aggregate
Storage
Capacity
|
||
Business Area
|
|
|
|
|
|
|
Agribusiness
|
|
155,412
|
|
|
16,289,648
|
|
Food and Ingredients
|
|
94,054
|
|
|
2,214,860
|
|
Sugar and Bioenergy
|
|
11,474
|
|
|
636,248
|
|
Fertilizer
|
|
2,235
|
|
|
1,100,100
|
|
(metric tons)
|
|
Aggregate Daily
Production
Capacity
|
|
Aggregate
Storage
Capacity
|
||
Region
|
|
|
|
|
|
|
North America
|
|
82,386
|
|
|
6,176,026
|
|
South America
|
|
86,831
|
|
|
10,345,069
|
|
Europe
|
|
62,367
|
|
|
2,587,112
|
|
Asia-Pacific
|
|
31,591
|
|
|
1,132,649
|
|
(a)
|
Market Information
|
(b)
|
Approximate Number of Holders of Common Stock
|
(c)
|
Dividends
|
(d)
|
Securities Authorized for Issuance Under Equity Compensation Plans
|
|
(1)
|
Includes our 2016 Equity Incentive Plan, 2009 Equity Incentive Plan, Equity Incentive Plan, 2007 Non-Employee Directors' Equity Incentive Plan and 2017 Non-Employee Directors' Equity Incentive Plan.
|
(2)
|
Includes non-statutory stock options outstanding of
81,800
,
4,139,402
and
1,818,559
common shares under our Equity Incentive Plan, 2009 Equity Incentive Plan and 2016 Equity Incentive Plan, respectively.
|
(3)
|
Calculated based on non-statutory stock options outstanding under our 2016 Equity Incentive Plan, 2009 Equity Incentive Plan and Equity Incentive Plan. This number excludes outstanding time-based restricted stock unit and performance-based restricted stock unit awards under the 2016 Equity Incentive Plan, 2009 Equity Incentive Plan and restricted and deferred restricted stock unit awards under the 2007 Non-Employee Directors' Equity Incentive Plan and 2017 Non-Employee Directors' Equity Incentive Plan.
|
(4)
|
Includes dividend equivalents payable in common shares. Shares available under our 2016 Equity Incentive Plan may be used for any type of award authorized under the plan. Awards under the plan may be in the form of statutory or non-statutory stock options, restricted stock units (including performance-based) or other awards that are based on the value of our common shares. Our 2016 Equity Incentive Plan provides that the maximum number of common shares issuable under the plan is
5,800,000
, subject to adjustment in accordance with the terms of the plan. This number also includes shares available for future issuance under our 2017 Non-Employee Directors' Equity Incentive Plan. Our 2017 Non-Employee Directors' Equity Incentive Plan provides that the maximum number of common shares issuable under the plan may not exceed
120,000
, subject to adjustment in accordance with the terms of the plan. No additional awards may be granted under the Equity Incentive Plan and the Non-Employee Directors' Equity Incentive Plan.
|
(f)
|
Purchases of Equity Securities by Registrant and Affiliated Purchasers
|
|
|
Year Ended December 31,
|
||||||||||||||||||
(US$ in millions)
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Consolidated Statements of Income Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
$
|
45,743
|
|
|
$
|
45,794
|
|
|
$
|
42,679
|
|
|
$
|
43,455
|
|
|
$
|
57,161
|
|
Cost of goods sold
|
|
(43,477
|
)
|
|
(44,029
|
)
|
|
(40,269
|
)
|
|
(40,761
|
)
|
|
(54,540
|
)
|
|||||
Gross profit
|
|
2,266
|
|
|
1,765
|
|
|
2,410
|
|
|
2,694
|
|
|
2,621
|
|
|||||
Selling, general and administrative expenses
|
|
(1,423
|
)
|
|
(1,437
|
)
|
|
(1,284
|
)
|
|
(1,430
|
)
|
|
(1,689
|
)
|
|||||
Interest income
|
|
31
|
|
|
38
|
|
|
51
|
|
|
43
|
|
|
87
|
|
|||||
Interest expense
|
|
(339
|
)
|
|
(263
|
)
|
|
(234
|
)
|
|
(258
|
)
|
|
(347
|
)
|
|||||
Foreign exchange gains (losses)
|
|
(101
|
)
|
|
95
|
|
|
(8
|
)
|
|
(8
|
)
|
|
47
|
|
|||||
Other income (expense)—net
|
|
48
|
|
|
40
|
|
|
10
|
|
|
(24
|
)
|
|
15
|
|
|||||
Gain (loss) on disposition of equity interests and sale of assets
|
|
(26
|
)
|
|
9
|
|
|
122
|
|
|
47
|
|
|
—
|
|
|||||
Equity investment impairments
|
|
—
|
|
|
(17
|
)
|
|
(59
|
)
|
|
—
|
|
|
—
|
|
|||||
Goodwill and intangible impairments
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
(13
|
)
|
|
—
|
|
|||||
Income from continuing operations before income tax
|
|
456
|
|
|
230
|
|
|
996
|
|
|
1,051
|
|
|
734
|
|
|||||
Income tax (expense) benefit
|
|
(179
|
)
|
|
(56
|
)
|
|
(220
|
)
|
|
(296
|
)
|
|
(249
|
)
|
|||||
Income from continuing operations
|
|
277
|
|
|
174
|
|
|
776
|
|
|
755
|
|
|
485
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
|
10
|
|
|
—
|
|
|
(9
|
)
|
|
35
|
|
|
32
|
|
|||||
Net income
|
|
287
|
|
|
174
|
|
|
767
|
|
|
790
|
|
|
517
|
|
|||||
Net loss (income) attributable to noncontrolling interests
|
|
(20
|
)
|
|
(14
|
)
|
|
(22
|
)
|
|
1
|
|
|
(2
|
)
|
|||||
Net income attributable to Bunge
|
|
267
|
|
|
160
|
|
|
745
|
|
|
791
|
|
|
515
|
|
|||||
Convertible preference share dividends and other obligations
|
|
(34
|
)
|
|
(34
|
)
|
|
(36
|
)
|
|
(53
|
)
|
|
(48
|
)
|
|||||
Net income available to Bunge common shareholders
|
|
$
|
233
|
|
|
$
|
126
|
|
|
$
|
709
|
|
|
$
|
738
|
|
|
$
|
467
|
|
|
|
Year ended December 31,
|
||||||||||||||||||
(US$, except outstanding share data)
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Earnings per common share—basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss) from continuing operations
|
|
$
|
1.58
|
|
|
$
|
0.90
|
|
|
$
|
5.13
|
|
|
$
|
4.90
|
|
|
$
|
2.98
|
|
Net income (loss) from discontinued operations
|
|
0.07
|
|
|
—
|
|
|
(0.06
|
)
|
|
0.24
|
|
|
0.22
|
|
|||||
Net income (loss) to Bunge common shareholders
|
|
$
|
1.65
|
|
|
$
|
0.90
|
|
|
$
|
5.07
|
|
|
$
|
5.14
|
|
|
$
|
3.20
|
|
Earnings per common share—diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss) from continuing operations
|
|
$
|
1.57
|
|
|
$
|
0.89
|
|
|
$
|
5.07
|
|
|
$
|
4.84
|
|
|
$
|
2.96
|
|
Net income (loss) from discontinued operations
|
|
0.07
|
|
|
—
|
|
|
(0.06
|
)
|
|
0.23
|
|
|
0.21
|
|
|||||
Net income (loss) to Bunge common shareholders
|
|
$
|
1.64
|
|
|
$
|
0.89
|
|
|
$
|
5.01
|
|
|
$
|
5.07
|
|
|
$
|
3.17
|
|
Cash dividends declared per common share
|
|
$
|
1.96
|
|
|
$
|
1.80
|
|
|
$
|
1.64
|
|
|
$
|
1.48
|
|
|
$
|
1.32
|
|
Weighted-average common shares outstanding—basic
|
|
140,968,980
|
|
|
140,365,549
|
|
|
139,845,124
|
|
|
143,671,546
|
|
|
146,209,508
|
|
|||||
Weighted-average common shares outstanding—diluted
|
|
141,703,783
|
|
|
141,265,077
|
|
|
148,226,475
|
|
|
152,238,967
|
|
|
147,230,778
|
|
|
|
December 31,
|
||||||||||||||||||
(US$ in millions)
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
|
$
|
389
|
|
|
$
|
601
|
|
|
$
|
934
|
|
|
$
|
411
|
|
|
$
|
362
|
|
Inventories
(1)
|
|
5,871
|
|
|
5,074
|
|
|
4,773
|
|
|
4,466
|
|
|
5,554
|
|
|||||
Working capital
(2)
|
|
3,896
|
|
|
4,188
|
|
|
3,408
|
|
|
3,576
|
|
|
4,377
|
|
|||||
Total assets
|
|
19,425
|
|
|
18,871
|
|
|
19,188
|
|
|
17,914
|
|
|
21,425
|
|
|||||
Short-term debt, including current portion of long-term debt
|
|
1,169
|
|
|
319
|
|
|
1,195
|
|
|
1,517
|
|
|
1,002
|
|
|||||
Long-term debt
|
|
4,203
|
|
|
4,160
|
|
|
3,069
|
|
|
2,926
|
|
|
2,848
|
|
|||||
Convertible perpetual preference shares
(3)
|
|
690
|
|
|
690
|
|
|
690
|
|
|
690
|
|
|
690
|
|
|||||
Common shares and additional paid-in-capital
|
|
5,279
|
|
|
5,227
|
|
|
5,144
|
|
|
5,106
|
|
|
5,054
|
|
|||||
Total equity
|
|
6,378
|
|
|
7,357
|
|
|
7,343
|
|
|
6,652
|
|
|
8,690
|
|
|
|
Year ended December 31,
|
|||||||||||||
(in millions of metric tons)
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Volumes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Agribusiness
|
|
146.3
|
|
|
142.9
|
|
|
134.6
|
|
|
134.1
|
|
|
138.7
|
|
Edible Oil Products
|
|
9.0
|
|
|
7.7
|
|
|
7.0
|
|
|
6.8
|
|
|
6.9
|
|
Milling Products
|
|
4.6
|
|
|
4.5
|
|
|
4.5
|
|
|
4.2
|
|
|
4.5
|
|
Total Food and Ingredients
|
|
13.6
|
|
|
12.2
|
|
|
11.5
|
|
|
11.0
|
|
|
11.4
|
|
Sugar and Bioenergy
|
|
6.5
|
|
|
9.4
|
|
|
8.8
|
|
|
10.4
|
|
|
9.7
|
|
Fertilizer
|
|
1.3
|
|
|
1.3
|
|
|
1.3
|
|
|
1.0
|
|
|
1.1
|
|
(1)
|
Included in inventories were readily marketable inventories of
$4,532 million
,
$4,056 million
,
$3,855 million
,
$3,666 million
and
$4,409 million
at
December 31, 2018
,
2017
,
2016
,
2015
and
2014
, respectively. Readily marketable inventories are agricultural commodity inventories, such as soybeans, soybean meal, soybean oil, corn and wheat that are readily convertible to cash because of their commodity characteristics, widely available markets and international pricing mechanisms.
|
(2)
|
Working capital is calculated as current assets less current liabilities.
|
(3)
|
Bunge has
6,899,683
4.875% cumulative convertible perpetual preference shares outstanding. Each cumulative convertible preference share has an initial liquidation preference of $100 per share plus accumulated and unpaid dividends up to a maximum of an additional $25 per share. As a result of adjustments made to the initial conversion price because cash dividends paid on Bunge Limited's common shares exceeded certain specified thresholds, each cumulative convertible preference share is convertible, at the holder's option, at any time, into approximately
1.1918
Bunge Limited common shares (
8,223,042
Bunge Limited common shares), subject to certain additional anti-dilution adjustments.
|
|
|
Year Ended December 31,
|
||||||||||
(US$ in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Volume (in thousands of metric tons):
|
|
|
|
|
|
|
|
|
|
|||
Agribusiness
|
|
146,309
|
|
|
142,855
|
|
|
134,605
|
|
|||
Edible Oil Products
|
|
9,024
|
|
|
7,731
|
|
|
6,989
|
|
|||
Milling Products
|
|
4,604
|
|
|
4,460
|
|
|
4,498
|
|
|||
Sugar and Bioenergy
|
|
6,509
|
|
|
9,389
|
|
|
8,847
|
|
|||
Fertilizer
|
|
1,328
|
|
|
1,329
|
|
|
1,272
|
|
|||
Net sales:
|
|
|
|
|
|
|
|
|
||||
Agribusiness
|
|
$
|
32,206
|
|
|
$
|
31,741
|
|
|
$
|
30,061
|
|
Edible Oil Products
|
|
9,129
|
|
|
8,018
|
|
|
6,859
|
|
|||
Milling Products
|
|
1,691
|
|
|
1,575
|
|
|
1,647
|
|
|||
Sugar and Bioenergy
|
|
2,257
|
|
|
4,054
|
|
|
3,709
|
|
|||
Fertilizer
|
|
460
|
|
|
406
|
|
|
403
|
|
|||
Total
|
|
$
|
45,743
|
|
|
$
|
45,794
|
|
|
$
|
42,679
|
|
Cost of goods sold:
|
|
|
|
|
|
|
|
|
||||
Agribusiness
|
|
$
|
(30,772
|
)
|
|
$
|
(30,808
|
)
|
|
$
|
(28,571
|
)
|
Edible Oil Products
|
|
(8,575
|
)
|
|
(7,519
|
)
|
|
(6,420
|
)
|
|||
Milling Products
|
|
(1,464
|
)
|
|
(1,366
|
)
|
|
(1,378
|
)
|
|||
Sugar and Bioenergy
|
|
(2,276
|
)
|
|
(3,955
|
)
|
|
(3,550
|
)
|
|||
Fertilizer
|
|
(390
|
)
|
|
(381
|
)
|
|
(350
|
)
|
|||
Total
|
|
$
|
(43,477
|
)
|
|
$
|
(44,029
|
)
|
|
$
|
(40,269
|
)
|
Gross profit (loss):
|
|
|
|
|
|
|
|
|
||||
Agribusiness
|
|
$
|
1,434
|
|
|
$
|
933
|
|
|
$
|
1,490
|
|
Edible Oil Products
|
|
554
|
|
|
499
|
|
|
439
|
|
|||
Milling Products
|
|
227
|
|
|
209
|
|
|
269
|
|
|||
Sugar and Bioenergy
|
|
(19
|
)
|
|
99
|
|
|
159
|
|
|||
Fertilizer
|
|
70
|
|
|
25
|
|
|
53
|
|
|||
Total
|
|
$
|
2,266
|
|
|
$
|
1,765
|
|
|
$
|
2,410
|
|
Selling, general & administrative expenses:
|
|
|
|
|
|
|
|
|
|
|||
Agribusiness
|
|
$
|
(740
|
)
|
|
$
|
(805
|
)
|
|
$
|
(704
|
)
|
Edible Oil Products
|
|
(412
|
)
|
|
(361
|
)
|
|
(320
|
)
|
|||
Milling Products
|
|
(136
|
)
|
|
(138
|
)
|
|
(127
|
)
|
|||
Sugar and Bioenergy
|
|
(112
|
)
|
|
(114
|
)
|
|
(112
|
)
|
|||
Fertilizer
|
|
(23
|
)
|
|
(19
|
)
|
|
(21
|
)
|
|||
Total
|
|
$
|
(1,423
|
)
|
|
$
|
(1,437
|
)
|
|
$
|
(1,284
|
)
|
Foreign exchange gain (loss):
|
|
|
|
|
|
|
|
|
||||
Agribusiness
|
|
$
|
(104
|
)
|
|
$
|
85
|
|
|
$
|
(7
|
)
|
Edible Oil Products
|
|
—
|
|
|
3
|
|
|
(1
|
)
|
|||
Milling Products
|
|
2
|
|
|
(3
|
)
|
|
(7
|
)
|
|||
Sugar and Bioenergy
|
|
7
|
|
|
11
|
|
|
9
|
|
|||
Fertilizer
|
|
(6
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|||
Total
|
|
$
|
(101
|
)
|
|
$
|
95
|
|
|
$
|
(8
|
)
|
|
|
Year Ended December 31,
|
||||||||||
(US$ in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
EBIT attributable to noncontrolling interests:
(1)
|
|
|
|
|
|
|
|
|
|
|||
Agribusiness
|
|
$
|
(14
|
)
|
|
$
|
(9
|
)
|
|
$
|
(21
|
)
|
Edible Oil Products
|
|
(12
|
)
|
|
(8
|
)
|
|
(13
|
)
|
|||
Milling Products
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Sugar and Bioenergy
|
|
1
|
|
|
—
|
|
|
—
|
|
|||
Fertilizer
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||
Total
|
|
$
|
(27
|
)
|
|
$
|
(19
|
)
|
|
$
|
(36
|
)
|
Other income (expense):
|
|
|
|
|
|
|
|
|
||||
Agribusiness
|
|
$
|
79
|
|
|
$
|
56
|
|
|
$
|
22
|
|
Edible Oil Products
|
|
(8
|
)
|
|
(7
|
)
|
|
7
|
|
|||
Milling Products
|
|
(3
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|||
Sugar and Bioenergy
|
|
4
|
|
|
(4
|
)
|
|
(16
|
)
|
|||
Fertilizer
|
|
—
|
|
|
—
|
|
|
1
|
|
|||
Unallocated
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|||
Total
|
|
$
|
48
|
|
|
$
|
40
|
|
|
$
|
10
|
|
|
|
|
|
|
|
|
||||||
Gain (loss), net on disposition of equity interests—Agribusiness
|
|
$
|
(10
|
)
|
|
$
|
9
|
|
|
$
|
122
|
|
Equity investment impairment—Agribusiness
|
|
$
|
—
|
|
|
$
|
(13
|
)
|
|
$
|
(15
|
)
|
Intangible asset impairment—Agribusiness
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(12
|
)
|
Loss on disposition of equity interest—Sugar and Bioenergy
|
|
$
|
(16
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity investment impairment—Sugar and Bioenergy
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
(44
|
)
|
Segment EBIT:
(1)
|
|
|
|
|
|
|
|
|
||||
Agribusiness
|
|
$
|
645
|
|
|
$
|
256
|
|
|
$
|
875
|
|
Edible Oil Products
|
|
122
|
|
|
126
|
|
|
112
|
|
|||
Milling Products
|
|
90
|
|
|
63
|
|
|
131
|
|
|||
Sugar and Bioenergy
|
|
(135
|
)
|
|
(12
|
)
|
|
(4
|
)
|
|||
Fertilizer
|
|
39
|
|
|
3
|
|
|
29
|
|
|||
Unallocated
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|||
Total
|
|
$
|
737
|
|
|
$
|
436
|
|
|
$
|
1,143
|
|
Depreciation, depletion and amortization:
|
|
|
|
|
|
|
|
|
||||
Agribusiness
|
|
$
|
(257
|
)
|
|
$
|
(267
|
)
|
|
$
|
(236
|
)
|
Edible Oil Products
|
|
(153
|
)
|
|
(105
|
)
|
|
(94
|
)
|
|||
Milling Products
|
|
(58
|
)
|
|
(61
|
)
|
|
(62
|
)
|
|||
Sugar and Bioenergy
|
|
(146
|
)
|
|
(164
|
)
|
|
(143
|
)
|
|||
Fertilizer
|
|
(8
|
)
|
|
(12
|
)
|
|
(12
|
)
|
|||
Total
|
|
$
|
(622
|
)
|
|
$
|
(609
|
)
|
|
$
|
(547
|
)
|
|
|
|
|
|
|
|
||||||
Net income attributable to Bunge
|
|
$
|
267
|
|
|
$
|
160
|
|
|
$
|
745
|
|
(1)
|
We refer to our earnings before interest and taxes in each of our segments as "Segment EBIT". Total Segment EBIT is an operating performance measure used by Bunge's management to evaluate its segments' operating activities. Total segment EBIT is a non-U.S. GAAP financial measure and is not intended to replace net income attributable to Bunge, the most directly comparable U.S. GAAP financial measure. Bunge's management believes segment EBIT is a useful measure of its segments' operating profitability, since the measure allows for an evaluation of the performance of its segments without regard to its financing methods or capital structure. In addition, EBIT is a financial measure that is widely used by analysts and investors in Bunge's industries. Total segment EBIT excludes EBIT attributable to noncontrolling interests and is not a measure of consolidated operating results under U.S. GAAP and should not be
|
|
|
Year Ended
December 31,
|
||||||||||
(US$ in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income attributable to Bunge
|
|
$
|
267
|
|
|
$
|
160
|
|
|
$
|
745
|
|
Interest income
|
|
(31
|
)
|
|
(38
|
)
|
|
(51
|
)
|
|||
Interest expense
|
|
339
|
|
|
263
|
|
|
234
|
|
|||
Income tax expense
|
|
179
|
|
|
56
|
|
|
220
|
|
|||
(Income) loss from discontinued operations
|
|
(10
|
)
|
|
—
|
|
|
9
|
|
|||
Noncontrolling interests' share of interest and tax
|
|
(7
|
)
|
|
(5
|
)
|
|
(14
|
)
|
|||
Total segment EBIT
|
|
$
|
737
|
|
|
$
|
436
|
|
|
$
|
1,143
|
|
|
|
|
|
Total Committed
Capacity
|
|
Borrowings
Outstanding
|
||||||||
Commercial Paper Program and Revolving Credit Facilities
|
|
Maturities
|
|
December 31, 2018
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||
|
|
|
|
|
||||||||||
Commercial Paper
|
|
2023
|
|
$
|
600
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-Term Revolving Credit Facilities
(1)
|
|
2020 - 2023
|
|
4,415
|
|
|
500
|
|
|
—
|
|
|||
Total
|
|
|
|
$
|
5,015
|
|
|
$
|
500
|
|
|
$
|
—
|
|
|
(1)
|
Borrowings under the revolving credit facilities that have maturities greater than one year from the date of the consolidated balance sheets are classified as long-term debt, consistent with the long-term maturity of the underlying facilities. However, individual borrowings under the revolving credit facilities are generally short-term in nature, bear interest at variable rates and can be repaid or renewed as each such individual borrowing matures.
|
(US$ in millions)
|
|
Outstanding
Balance at
December 31,
2018
|
|
Weighted
Average
Interest
Rate at
December 31,
2018
(1)
|
|
Highest
Balance
Outstanding
During
2018
(1)
|
|
Average
Balance
During
2018
(1)
|
|
Weighted
Average
Interest
Rate
During
2018
(1)
|
||||||||
Bank Borrowings
|
|
$
|
750
|
|
|
6.98
|
%
|
|
$
|
2,327
|
|
|
$
|
1,332
|
|
|
4.82
|
%
|
Commercial Paper
|
|
—
|
|
|
—
|
|
|
598
|
|
|
449
|
|
|
2.41
|
%
|
|||
Total
|
|
$
|
750
|
|
|
6.98
|
%
|
|
$
|
2,925
|
|
|
$
|
1,781
|
|
|
4.21
|
%
|
|
(1)
|
Includes
$136 million
of local currency borrowings in certain Central and Eastern European, and South American countries at a weighted average interest rate of
23.61%
as of
December 31, 2018
.
|
|
|
December 31,
|
||||||
(US$ in millions)
|
|
2018
|
|
2017
|
||||
Short-term debt:
(1)
|
|
|
|
|
|
|
||
Short-term debt
(2)
|
|
$
|
750
|
|
|
$
|
304
|
|
Current portion of long-term debt
|
|
419
|
|
|
15
|
|
||
Total short-term debt
|
|
1,169
|
|
|
319
|
|
||
Long-term debt:
|
|
|
|
|
|
|||
Revolving credit facility expiring 2020
|
|
500
|
|
|
—
|
|
||
Term loan due 2019—three-month Yen LIBOR plus 0.75% (Tranche A)
|
|
258
|
|
|
253
|
|
||
Term loan due 2019—fixed Yen interest rate of 0.96% (Tranche B)
|
|
54
|
|
|
53
|
|
||
Term loan due 2019—three-month LIBOR plus 1.30% (Tranche C)
|
|
85
|
|
|
85
|
|
||
8.50% Senior Notes due 2019
|
|
—
|
|
|
599
|
|
||
3.50% Senior Notes due 2020
|
|
498
|
|
|
497
|
|
||
3.00% Senior Notes due 2022
|
|
397
|
|
|
396
|
|
||
1.85% Senior Notes due 2023—Euro
|
|
916
|
|
|
960
|
|
||
4.35% Senior Notes due 2024
|
|
595
|
|
|
—
|
|
||
3.25% Senior Notes due 2026
|
|
695
|
|
|
694
|
|
||
3.75% Senior Notes due 2027
|
|
594
|
|
|
593
|
|
||
Other
|
|
30
|
|
|
45
|
|
||
Subtotal
|
|
4,622
|
|
|
4,175
|
|
||
Less: Current portion of long-term debt
|
|
(419
|
)
|
|
(15
|
)
|
||
Total long-term debt
(3)
|
|
4,203
|
|
|
4,160
|
|
||
Total debt
|
|
$
|
5,372
|
|
|
$
|
4,479
|
|
|
(1)
|
Includes secured debt of
$9 million
and
$5 million
at
December 31, 2018
and
December 31, 2017
, respectively.
|
(2)
|
Includes
$136 million
and
$179 million
of local currency borrowings in certain Central and Eastern European, South American, African and Asia-Pacific countries at a weighted average interest rate of
23.61%
and
15.03%
as of
December 31, 2018
and
December 31, 2017
, respectively.
|
(3)
|
Includes secured debt of
$17 million
and
$24 million
at
December 31, 2018
and
December 31, 2017
, respectively.
|
|
Short-term
Debt
(1)
|
|
Long-term
Debt
|
|
Outlook
|
Standard & Poor's
(2)
|
A-1
|
|
BBB
|
|
Stable
|
Moody's
|
P-1
|
|
Baa3
|
|
Stable
|
Fitch
(2)
|
F1
|
|
BBB
|
|
Negative
|
|
(1)
|
Short-term rating applies only to Bunge Asset Funding Corp., the issuer under our commercial paper program.
|
(2)
|
In January 2019, Standard & Poor's lowered the outlook on our long-term debt BBB credit rating to negative, and Fitch downgraded our long-term debt credit rating to BBB- with a stable outlook.
|
|
December 31,
|
||||||
(US$ in millions)
|
2018
|
|
2017
|
||||
Receivables sold which were derecognized from Bunge's balance sheet
|
$
|
826
|
|
|
$
|
810
|
|
Deferred purchase price included in other current assets
|
$
|
128
|
|
|
$
|
107
|
|
|
Years Ended December 31,
|
||||||||||
(US$ in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Gross receivables sold
|
$
|
9,803
|
|
|
$
|
10,022
|
|
|
$
|
9,405
|
|
Proceeds received in cash related to transfer of receivables
|
$
|
9,484
|
|
|
$
|
9,734
|
|
|
$
|
9,197
|
|
Cash collections from customers on receivables previously sold
|
$
|
9,173
|
|
|
$
|
9,659
|
|
|
$
|
9,176
|
|
Discounts related to gross receivables sold included in SG&A
|
$
|
14
|
|
|
$
|
9
|
|
|
$
|
6
|
|
|
|
December 31,
|
||||||
(US$ in millions)
|
|
2018
|
|
2017
|
||||
Convertible perpetual preference shares
|
|
$
|
690
|
|
|
$
|
690
|
|
Common shares
|
|
1
|
|
|
1
|
|
||
Additional paid-in capital
|
|
5,278
|
|
|
5,226
|
|
||
Retained earnings
|
|
8,059
|
|
|
8,081
|
|
||
Accumulated other comprehensive income
|
|
(6,935
|
)
|
|
(5,930
|
)
|
||
Treasury shares, at cost (2018 and 2017—12,882,313)
|
|
(920
|
)
|
|
(920
|
)
|
||
Total Bunge shareholders' equity
|
|
6,173
|
|
|
7,148
|
|
||
Noncontrolling interests
|
|
205
|
|
|
209
|
|
||
Total equity
|
|
$
|
6,378
|
|
|
$
|
7,357
|
|
|
|
December 31,
|
||||||
(US$ in millions)
|
|
2018
|
|
2017
|
||||
Prepaid commodity contracts
|
|
$
|
199
|
|
|
$
|
216
|
|
Secured advances to suppliers (current)
|
|
248
|
|
|
406
|
|
||
Total (current)
|
|
447
|
|
|
622
|
|
||
Commodities not yet priced
(1)
|
|
(6
|
)
|
|
(46
|
)
|
||
Net
|
|
441
|
|
|
576
|
|
||
Secured advances to suppliers (non-current)
|
|
162
|
|
|
195
|
|
||
Total (current and non-current)
|
|
603
|
|
|
771
|
|
||
Allowance for uncollectible amounts (current and non-current)
|
|
$
|
(70
|
)
|
|
$
|
(65
|
)
|
|
(1)
|
Commodities delivered by suppliers that are yet to be priced are reflected at prevailing market prices at
December 31, 2018
and
December 31, 2017
, respectively.
|
(US$ in millions)
|
|
Maximum Potential
Future Payments
|
||
Unconsolidated affiliates guarantee
(1)(2)
|
|
$
|
288
|
|
Residual value guarantee
(3)
|
|
269
|
|
|
Total
|
|
$
|
557
|
|
|
(1)
|
We have issued guarantees to certain financial institutions related to debt of certain of our unconsolidated affiliates. The terms of the guarantees are equal to the terms of the related financings which have maturity dates
through 2034
. There are no recourse provisions or collateral that would enable us to recover any amounts paid under these guarantees. In addition, one of our subsidiaries has guaranteed the obligations of two of its affiliates and in connection
|
(2)
|
We have issued guarantees to certain third parties related to performance of our unconsolidated affiliates.
The terms of the guarantees are equal to the completion date of a port terminal which is expected to be completed in 2020
. There are no recourse provisions or collateral that would enable us to recover any amounts paid under these guarantees. At
December 31, 2018
, our maximum potential future payments under these guarantees was
$70 million
, and
no
obligation has been recorded related to these guarantees.
|
(3)
|
We have issued guarantees to certain financial institutions which are party to certain operating lease arrangements for railcars and barges. These guarantees provide for a minimum residual value to be received by the lessor at conclusion of the lease term. These leases expire at various dates from
2019 through 2024
. At
December 31, 2018
, our recorded obligation related to these guarantees was
$1 million
.
|
|
|
Payments due by period
|
||||||||||||||||||
(US$ in millions)
|
|
Total
|
|
2019
|
|
2020 - 2021
|
|
2022 - 2023
|
|
2024 and thereafter
|
||||||||||
Short-term debt
|
|
$
|
750
|
|
|
$
|
750
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt
(1)
|
|
4,672
|
|
|
423
|
|
|
1,030
|
|
|
1,328
|
|
|
1,891
|
|
|||||
Variable interest rate obligations
|
|
37
|
|
|
21
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|||||
Interest obligations on fixed rate debt
|
|
671
|
|
|
124
|
|
|
220
|
|
|
177
|
|
|
150
|
|
|||||
Non-cancelable lease obligations
(2)
|
|
557
|
|
|
134
|
|
|
191
|
|
|
106
|
|
|
126
|
|
|||||
Capital commitments
|
|
57
|
|
|
57
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Freight supply agreements
(3)
|
|
686
|
|
|
214
|
|
|
231
|
|
|
176
|
|
|
65
|
|
|||||
Inventory purchase commitments
|
|
225
|
|
|
218
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|||||
Power supply purchase commitments
|
|
70
|
|
|
59
|
|
|
10
|
|
|
1
|
|
|
—
|
|
|||||
Total contractual cash obligations
(4)(5)
|
|
$
|
7,725
|
|
|
$
|
2,000
|
|
|
$
|
1,705
|
|
|
$
|
1,788
|
|
|
$
|
2,232
|
|
|
(1)
|
Excludes components of long-term debt attributable to fair value hedge accounting of
$29 million
and deferred financing fees and unamortized premiums of
$21 million
.
|
(2)
|
Represents future minimum payments under non-cancelable leases with initial term of one year or more. Minimum lease payments have not been reduced by minimum sublease income receipts of
$43 million
due in future periods under non-cancelable subleases.
|
(3)
|
In the ordinary course of business, we enter into purchase commitments for time on ocean freight vessels and freight service on railroad lines for the purpose of transporting agricultural commodities. In addition, we sell time on these ocean freight vessels when excess freight capacity is available. These agreements range from
two months to approximately seven years
in the case of ocean freight vessels and approximately
eight years
in the case of railroad services. Actual amounts paid under these contracts may differ due to the variable components of these agreements and the amount of income earned by us on the sale of excess capacity. The railroad freight services agreements require a minimum monthly payment regardless of the actual level of freight services used by us. The costs of our freight supply agreements are typically passed through to our customers as a component of the prices we charge for our
|
(4)
|
Does not include estimated payments of liabilities associated with uncertain income tax positions. As of
December 31, 2018
, Bunge had tax liabilities of $120 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 obligation table. See
Note 14
-
Income Taxes
to our consolidated financial statements.
|
(5)
|
Does not include obligations for pension and postretirement benefits for which we expect to make employer contributions of
$26 million
in
2019
.
|
|
|
Year Ended
December 31, 2018 |
|
Year Ended
December 31, 2017 |
||||||||||||
(US$ in millions)
|
|
Fair Value
|
|
Market Risk
|
|
Fair Value
|
|
Market Risk
|
||||||||
Highest daily aggregated position value
|
|
$
|
2,131
|
|
|
$
|
(213
|
)
|
|
$
|
685
|
|
|
$
|
(69
|
)
|
Lowest daily aggregated position value
|
|
(624
|
)
|
|
(62
|
)
|
|
(711
|
)
|
|
(71
|
)
|
a.
|
(1) (2) Financial Statements and Financial Statement Schedules
|
a.
|
(3) Exhibits
|
Exhibit
Number
|
|
Description
|
|
Memorandum of Association (incorporated by reference from the Registrant's Form F-1 (No. 333-65026) filed July 13, 2001)
|
|
|
Certificate of Deposit of Memorandum of Increase of Share Capital (incorporated by reference from the Registrant's Form 10-Q filed August 11, 2008)
|
|
|
Bye-laws, amended and restated as of May 25, 2016
(incorporated by reference from the Registrant's Form 10-K filed on February 28, 2017)
|
|
|
Form of Common Share Certificate (incorporated by reference from the Registrant's Form 10-K filed March 3, 2008)
|
|
|
Certificate of Designation of 4.875% Cumulative Convertible Perpetual Preference Shares (incorporated by reference from the Registrant's Form 8-K filed November 20, 2006)
|
|
|
Form of 4.875% Cumulative Convertible Perpetual Preference Share Certificate (incorporated by reference from the Registrant's Form 8-K filed November 20, 2006)
|
|
|
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
|
|
|
Fifth Amended and Restated Pooling Agreement, dated as of June 28, 2004, among Bunge Funding Inc., Bunge Management Services Inc., as Servicer, and The Bank of New York Mellon, as Trustee (incorporated by reference from the Registrant's Form 10-K filed February 27, 2012)
|
|
|
Fifth Amended and Restated Series 2000-1 Supplement, dated as of June 28, 2004, among Bunge Funding Inc., Bunge Management Services, Inc., as Servicer, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank International," New York Branch, as Letter of Credit Agent, JPMorgan Chase Bank, N.A., as Administrative Agent, The Bank of New York Mellon, as Collateral Agent and Trustee, and Bunge Asset Funding Corp., as Series 2000-1 Purchaser (incorporated by reference from the Registrant's Form 10-K filed February 27, 2012)
|
|
|
Credit Agreement, dated September 6, 2017, among Bunge Limited Finance Corp., as Borrower, CoBank ACB, as Administrative Agent and Lead Arranger, and certain lenders party thereto (incorporated by reference from the Registrant’s Form 8-K filed on September 7, 2017)
|
|
|
Guaranty, dated as of September 6, 2017, between Bunge Limited, as Guarantor, and CoBank ACB, as Administrative Agent (incorporated by reference from the Registrant’s Form 8-K filed on September 7, 2017)
|
|
|
Facility Agreement, dated as of December 12, 2017, among Bunge Finance Europe B.V., as Borrower, ABN AMRO Bank N.V., BNP Paribas, Crédit Agricole Corporate and Investment Bank, HSBC Bank PLC and ING Bank N.V., as Arrangers, ABN AMRO Bank N.V., as Agent and certain lenders party thereto (incorporated by reference from the Registrant’s Form 8-K filed on December 12, 2017)
|
Exhibit
Number
|
|
Description
|
++
10.18
|
|
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 the Registrant's Form 10-Q filed on August 9, 2011)
|
|
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 the Registrant's Form 10-Q filed on August 1, 2012)
|
|
|
Second Amendment to the U.S. Receivables Purchase Agreement, dated June 30, 2016, among Bunge North America, Inc., Bunge Oils, Inc., Bunge North America (East), LLC, Bunge Milling, Inc., Bunge North America (OPD West), Inc., each as a Seller, respectively, Koninklijke Bunge B.V., as Seller Agent, Bunge North America Capital, Inc., as the Buyer, and Coöperatieve Rabobank U.A., as Administrative Agent (incorporated by reference from the Registrant's Form 10-K filed on February 28, 2017)
|
|
|
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 the Registrant's Form 10-Q filed on August 9, 2011)
|
|
|
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 the Transferor Agent, and Bunge Securitization B.V., as the Transferee (incorporated by reference from the Registrant's Form 10-Q filed on August 1, 2012)
|
|
|
Revolving Credit Agreement, dated May 1, 2018, among Bunge Limited Finance Corp., as Revolving Borrower, Sumitomo Mitsui Banking Corporation, as Revolving Administrative Agent, and certain Revolving Lenders party thereto (incorporated by reference from the Registrant’s Form 8-K filed on May 3, 2018)
|
|
|
Guaranty, dated May 1, 2018, by Bunge Limited, as Guarantor, to Sumitomo Mitsui Banking Corporation, as Revolving Administrative Agent for the benefit of the Revolving Administrative agent and the Revolving Lenders (incorporated by reference from the Registrant’s Form 8-K filed on May 3, 2018)
|
|
|
Framework Agreement, dated May 1, 2018, among Bunge Limited, Bunge Limited Finance Corp., as Revolving Borrower, the Pre-Export Borrowers party thereto, Sumitomo Mitsui Banking Corporation, as Revolving Administrative Agent and Pre-Export Administrative Agent, certain Revolving Lenders party thereto and certain Pre-Export Lenders party thereto (incorporated by reference from the Registrant’s Form 8-K filed on May 3, 2018)
|
|
|
Second Amended and Restated Pre-Export Facility Agreement, dated August 1, 2018, 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 to the Pre-Export Facility Agreement from the Registrant’s Form 8-K filed on May 3, 2018) NTD: While the original Amended and Restated Pre-Export Facility Agreement was included in the May 3, 2018 Form 8-K, it was determined that the Second Amended and Restated Pre-Export Facility Agreement dated August 1, 2018 was not material.
|
|
|
Thirteenth Amended and Restated Liquidity Agreement, dated as of December 14, 2018, among Bunge Asset Funding Corp., the financial institutions party thereto, Citibank, N.A., as Syndication Agent, BNP Paribas, Mizuho Bank, Ltd., Sumitomo Mitsui Banking Corporation and U.S. Bank National Association, as Co-Documentation Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference from the Registrant's Form 8-K filed December 17, 2018)
|
|
|
Annex X, dated as of December 14, 2018 (incorporated by reference from the Registrant's Form 8-K filed on December 17, 2018)
|
|
|
Ninth Amended and Restated Guaranty, dated as of December 14, 2018, 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 (incorporated by reference from the Registrant's Form 8-K filed on December 17, 2018)
|
|
|
Revolving Credit Agreement, dated as December 14, 2018, among Bunge Limited Finance Corp., as Borrower, Citibank, N.A., as Syndication Agent, BNP Paribas, Mizuho Bank, Ltd., Sumitomo Mitsui Banking Corporation and U.S. Bank National Association, as Co-Documentation Agents, JPMorgan Chase Bank, N.A., as Administrative Agent, and certain lenders party thereto (incorporated by reference from the Registrant's Form 8-K filed on December 17, 2018)
|
|
|
Guaranty, dated as of December 14, 2018, by Bunge Limited, as Guarantor, to JPMorgan Chase Bank, N.A., as Administrative Agent under the Revolving Credit Agreement (incorporated by reference from the Registrant's Form 8-K filed on December 17, 2018)
|
|
|
Bunge Limited Equity Incentive Plan (Amended and Restated as of December 31, 2008) (incorporated by reference from the Registrant's Form 10-K filed March 2, 2009)
|
|
|
Form of Nonqualified Stock Option Award Agreement (effective as of 2005) under the Bunge Limited Equity Incentive Plan (incorporated by reference from the Registrant's Form 10-K filed March 15, 2006)
|
Exhibit
Number
|
|
Description
|
|
Bunge Limited 2009 Equity Incentive Plan (incorporated by reference from the Registrant's Definitive Proxy Statement filed April 11, 2014)
|
|
|
Form of Nonqualified Stock Option Award Agreement under the 2009 Bunge Limited Equity Incentive Plan (incorporated by reference from the Registrant's Form 10-K filed March 1, 2011)
|
|
|
Form of Restricted Stock Unit Award Agreement under the 2009 Bunge Limited Equity Incentive Plan (incorporated by reference from the Registrant's Form 10-K filed March 1, 2011)
|
|
|
Form of Performance Based Restricted Stock Unit-Target EPS Award Agreement under the 2009 Bunge Limited Equity Incentive Plan (incorporated by reference from the Registrant's Form 10-K filed March 1, 2011)
|
|
|
Bunge Limited 2016 Equity Incentive Plan (incorporated by reference from the Registrant's Definitive Proxy Statement filed April 15, 2016)
|
|
|
Form of Global Stock Option Agreement under the 2016 Bunge Limited Equity Incentive Plan (incorporated by reference from the Registrant's Form 10-K filed February 28, 2017)
|
|
|
Form of Global Restricted Stock Unit Agreement under the 2016 Bunge Limited Equity Incentive Plan (for RSUs subject to pro rata vesting) (incorporated by reference from the Registrant's Form 10-K filed February 28, 2017)
|
|
|
Form of Global Restricted Stock Unit Agreement under the 2016 Bunge Limited Equity Incentive Plan (for RSUs subject to cliff vesting) (incorporated by reference from the Registrant's Form 10-K filed February 28, 2017)
|
|
|
Form of Global Performance Unit Agreement under the 2016 Bunge Limited Equity Incentive Plan (incorporated by reference from the Registrant's Form 10-K filed February 28, 2017)
|
|
|
Bunge Limited 2017 Non-Employee Directors Equity Incentive Plan (incorporated by reference from the Registrant's Definitive Proxy Statement filed April 13, 2017)
|
|
|
Form of Restricted Stock Unit Award Agreement under the Bunge Limited 2017 Non-Employee Directors Equity Incentive Plan (incorporated by reference from the Registrant's Form 10-K filed February 23, 2018
|
|
|
Bunge Excess Benefit Plan (Amended and Restated as of January 1, 2009) (incorporated by reference from the Registrant's Form 10-K filed March 2, 2009)
|
Exhibit
Number
|
|
Description
|
|
|
|
Bunge Excess Contribution Plan (Amended and Restated as of January 1, 2009) (incorporated by reference from the Registrant's Form 10-K filed March 2, 2009)
|
|
|
|
Bunge U.S. SERP (Amended and Restated as of January 1, 2011) (incorporated by reference from the Registrant's Form 10-K filed March 1, 2011)
|
|
|
|
Bunge Limited Employee Deferred Compensation Plan (effective January 1, 2008) (incorporated by reference from the Registrant's Form 10-K filed March 2, 2009)
|
|
|
|
Bunge Limited Annual Incentive Plan (effective January 1, 2011) (incorporated by reference from the Registrant's Definitive Proxy Statement filed April 16, 2010)
|
|
|
|
Description of Non-Employee Directors' Compensation (effective as of January 1, 2014)
|
|
|
|
Offer Letter, dated as of June 14, 2011, for Gordon Hardie (incorporated by reference from the Registrant's Form 10-Q filed on August 9, 2011)
|
|
|
|
Offer Letter, dated as of September 24, 2010, for Raul Padilla (incorporated by reference from the Registrant's Form 10-Q filed on November 9, 2011)
|
|
|
|
Employment Agreement, dated as of February 6, 2013, between Bunge Limited and Soren Schroder (incorporated by reference from the Registrant's Form 8-K filed February 7, 2013)
|
|
|
|
Offer Letter, dated as of December 7, 2016, for Thomas Boehlert (incorporated by reference from the Registrant's Form 10-K filed February 28, 2017)
|
|
|
|
Form of Executive Change of Control Agreement (incorporated by reference from the Registrant’s Form 10-Q filed November 1, 2017)
|
|
|
*
|
Separation Agreement, dated as of December 13, 2018, between Bunge Limited and Soren Schroder
|
|
|
|
Cooperation Agreement, dated October 31, 2018 by and among Bunge Limited, Continental Grain Company and Paul Fribourg (incorporated by reference from the Registrant's Form 8-K filed October 31, 2018)
|
|
|
|
Cooperation Agreement, dated October 31, 2018 by and among Bunge Limited, D.E. Shaw Valence Portfolios, L.L.C and D. E. Shaw Oculus Portfolios, L.L.C. (incorporated by reference from the Registrant's Form 8-K filed October 31, 2018)
|
|
|
*
|
Subsidiaries of the Registrant
|
|
|
*
|
Consent of Deloitte & Touche LLP
|
|
|
*
|
Certification of Bunge Limited's Acting Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act
|
|
|
*
|
Certification of Bunge Limited's Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act
|
|
|
*
|
Certification of Bunge Limited's Acting Chief Executive Officer pursuant to Section 906 of the Sarbanes Oxley Act
|
|
|
*
|
Certification of Bunge Limited's Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act
|
|
101
|
|
*
|
The following financial information from Bunge Limited's Annual Report on Form 10-K for the fiscal year ended December 31, 2018 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Shareholders' Equity, (v) the Notes to the Consolidated Financial Statements and (vi) Schedule II—Valuation and Qualifying Accounts
|
|
|
*
|
Filed herewith.
|
++
|
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.
|
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, 2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Allowances for doubtful accounts
(a)
|
|
$
|
210
|
|
|
45
|
|
|
15
|
|
|
|
(58
|
)
|
(c)
|
|
$
|
212
|
|
Allowances for secured advances to suppliers
|
|
$
|
42
|
|
|
1
|
|
|
9
|
|
|
|
(2
|
)
|
|
|
$
|
50
|
|
Allowances for recoverable taxes
|
|
$
|
32
|
|
|
162
|
|
|
1
|
|
|
|
(160
|
)
|
|
|
$
|
35
|
|
Income tax valuation allowances
|
|
$
|
798
|
|
|
(44
|
)
|
|
85
|
|
|
|
—
|
|
|
|
$
|
839
|
|
FOR THE YEAR ENDED
DECEMBER 31, 2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Allowances for doubtful accounts
(a)
|
|
$
|
212
|
|
|
42
|
|
|
(1
|
)
|
|
|
(70
|
)
|
(c)
|
|
$
|
183
|
|
Allowances for secured advances to suppliers
|
|
$
|
50
|
|
|
20
|
|
|
—
|
|
|
|
(5
|
)
|
|
|
$
|
65
|
|
Allowances for recoverable taxes
|
|
$
|
35
|
|
|
12
|
|
|
(1
|
)
|
|
|
(7
|
)
|
|
|
$
|
39
|
|
Income tax valuation allowances
|
|
$
|
839
|
|
|
43
|
|
|
18
|
|
|
|
—
|
|
|
|
$
|
900
|
|
FOR THE YEAR ENDED
DECEMBER 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Allowances for doubtful accounts
(a)
|
|
$
|
183
|
|
|
56
|
|
|
(18
|
)
|
|
|
(36
|
)
|
(c)
|
|
$
|
185
|
|
Allowances for secured advances to suppliers
|
|
$
|
65
|
|
|
21
|
|
|
(10
|
)
|
|
|
(6
|
)
|
|
|
$
|
70
|
|
Allowances for recoverable taxes
|
|
$
|
39
|
|
|
6
|
|
|
(5
|
)
|
|
|
(3
|
)
|
|
|
$
|
37
|
|
Income tax valuation allowances
|
|
$
|
900
|
|
|
114
|
|
|
(98
|
)
|
|
|
(150
|
)
|
|
|
$
|
766
|
|
|
(a)
|
Includes allowance for doubtful accounts for current and non-current trade accounts receivables.
|
(b)
|
Consists primarily of foreign currency translation adjustments.
|
(c)
|
Include write-offs of uncollectible accounts and recoveries.
|
|
|
Page
|
Consolidated Financial Statements
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
Consolidated Statements of Income for the Years Ended December 31, 2018, 2017 and 2016
|
|
|
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2018, 2017 and 2016
|
|
|
Consolidated Balance Sheets at December 31, 2018 and 2017
|
|
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 2016
|
|
|
Consolidated Statements of Changes in Equity and Redeemable Noncontrolling Interests for the Years Ended December 31, 2018, 2017 and 2016
|
|
|
Notes to the Consolidated Financial Statements
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
|
$
|
45,743
|
|
|
$
|
45,794
|
|
|
$
|
42,679
|
|
Cost of goods sold
|
|
(43,477
|
)
|
|
(44,029
|
)
|
|
(40,269
|
)
|
|||
Gross profit
|
|
2,266
|
|
|
1,765
|
|
|
2,410
|
|
|||
Selling, general and administrative expenses
|
|
(1,423
|
)
|
|
(1,437
|
)
|
|
(1,284
|
)
|
|||
Interest income
|
|
31
|
|
|
38
|
|
|
51
|
|
|||
Interest expense
|
|
(339
|
)
|
|
(263
|
)
|
|
(234
|
)
|
|||
Foreign exchange gains (losses)
|
|
(101
|
)
|
|
95
|
|
|
(8
|
)
|
|||
Other income (expense)—net
|
|
48
|
|
|
40
|
|
|
10
|
|
|||
Gain (loss), net on disposition of equity interests/subsidiaries
|
|
(26
|
)
|
|
9
|
|
|
122
|
|
|||
Equity investment impairments
|
|
—
|
|
|
(17
|
)
|
|
(59
|
)
|
|||
Goodwill and intangible impairments
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||
Income (loss) from continuing operations before income tax
|
|
456
|
|
|
230
|
|
|
996
|
|
|||
Income tax (expense) benefit
|
|
(179
|
)
|
|
(56
|
)
|
|
(220
|
)
|
|||
Income (loss) from continuing operations
|
|
277
|
|
|
174
|
|
|
776
|
|
|||
Income (loss) from discontinued operations, net of tax
|
|
10
|
|
|
—
|
|
|
(9
|
)
|
|||
Net income (loss)
|
|
287
|
|
|
174
|
|
|
767
|
|
|||
Net (income) loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
(20
|
)
|
|
(14
|
)
|
|
(22
|
)
|
|||
Net income (loss) attributable to Bunge
|
|
267
|
|
|
160
|
|
|
745
|
|
|||
Convertible preference share dividends and other obligations
|
|
(34
|
)
|
|
(34
|
)
|
|
(36
|
)
|
|||
Net income (loss) available to Bunge common shareholders
|
|
$
|
233
|
|
|
$
|
126
|
|
|
$
|
709
|
|
Earnings (loss) per common share—basic (Note 24)
|
|
|
|
|
|
|
|
|
|
|||
Net income (loss) from continuing operations
|
|
$
|
1.58
|
|
|
$
|
0.90
|
|
|
$
|
5.13
|
|
Net income (loss) from discontinued operations
|
|
0.07
|
|
|
—
|
|
|
(0.06
|
)
|
|||
Net income (loss) attributable to Bunge common shareholders
|
|
$
|
1.65
|
|
|
$
|
0.90
|
|
|
$
|
5.07
|
|
Earnings (loss) per common share—diluted (Note 24)
|
|
|
|
|
|
|
|
|
|
|||
Net income (loss) from continuing operations
|
|
$
|
1.57
|
|
|
$
|
0.89
|
|
|
$
|
5.07
|
|
Net income (loss) from discontinued operations
|
|
0.07
|
|
|
—
|
|
|
(0.06
|
)
|
|||
Net income (loss) attributable to Bunge common shareholders
|
|
$
|
1.64
|
|
|
$
|
0.89
|
|
|
$
|
5.01
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income (loss)
|
|
$
|
287
|
|
|
$
|
174
|
|
|
$
|
767
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|||
Foreign exchange translation adjustment
(1)
|
|
(1,125
|
)
|
|
203
|
|
|
713
|
|
|||
Unrealized gains (losses) on designated hedges, net of tax (expense) benefit of $1, $(1), and nil
|
|
99
|
|
|
(105
|
)
|
|
(305
|
)
|
|||
Unrealized gains (losses) on investments, net of tax (expense) benefit of nil, $(1), and nil
|
|
—
|
|
|
2
|
|
|
—
|
|
|||
Reclassification of realized net losses (gains) to net income, net of tax expense (benefit) of $2, $2, and nil
|
|
2
|
|
|
(41
|
)
|
|
(11
|
)
|
|||
Pension adjustment, net of tax (expense) benefit of $4, $(4), and $4
|
|
(16
|
)
|
|
5
|
|
|
(11
|
)
|
|||
Total other comprehensive income (loss)
|
|
(1,040
|
)
|
|
64
|
|
|
386
|
|
|||
Total comprehensive income (loss)
|
|
(753
|
)
|
|
238
|
|
|
1,153
|
|
|||
Less: comprehensive (income) loss attributable to noncontrolling interests and redeemable noncontrolling interests
|
|
14
|
|
|
(30
|
)
|
|
(26
|
)
|
|||
Total comprehensive income (loss) attributable to Bunge
|
|
$
|
(739
|
)
|
|
$
|
208
|
|
|
$
|
1,127
|
|
|
|
December 31,
2018 |
|
December 31,
2017 |
||||
ASSETS
|
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
389
|
|
|
$
|
601
|
|
Trade accounts receivable (less allowances of $113 and $107) (Note 18)
|
|
1,637
|
|
|
1,501
|
|
||
Inventories (Note 5)
|
|
5,871
|
|
|
5,074
|
|
||
Other current assets (Note 6)
|
|
3,171
|
|
|
3,227
|
|
||
Total current assets
|
|
11,068
|
|
|
10,403
|
|
||
Property, plant and equipment, net (Note 7)
|
|
5,201
|
|
|
5,310
|
|
||
Goodwill (Note 8)
|
|
727
|
|
|
515
|
|
||
Other intangible assets, net (Note 9)
|
|
697
|
|
|
323
|
|
||
Investments in affiliates (Note 11)
|
|
451
|
|
|
461
|
|
||
Deferred income taxes (Note 14)
|
|
458
|
|
|
516
|
|
||
Time deposits under trade structured finance program (Note 4)
|
|
—
|
|
|
315
|
|
||
Other non-current assets (Note 12)
|
|
823
|
|
|
1,028
|
|
||
Total assets
|
|
$
|
19,425
|
|
|
$
|
18,871
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Short-term debt (Note 16)
|
|
$
|
750
|
|
|
$
|
304
|
|
Current portion of long-term debt (Note 17)
|
|
419
|
|
|
15
|
|
||
Letter of credit obligations under trade structured finance program (Note 4)
|
|
—
|
|
|
315
|
|
||
Trade accounts payable (includes $441 and $583 carried at fair value)
|
|
3,501
|
|
|
3,395
|
|
||
Other current liabilities (Note 13)
|
|
2,502
|
|
|
2,186
|
|
||
Total current liabilities
|
|
7,172
|
|
|
6,215
|
|
||
Long-term debt (Note 17)
|
|
4,203
|
|
|
4,160
|
|
||
Deferred income taxes (Note 14)
|
|
356
|
|
|
223
|
|
||
Other non-current liabilities
|
|
892
|
|
|
916
|
|
||
Commitments and contingencies (Note 21)
|
|
|
|
|
|
|
||
Redeemable noncontrolling interests
(Note 22)
|
|
424
|
|
|
—
|
|
||
Equity
(Note 23):
|
|
|
|
|
|
|
||
Convertible perpetual preference shares, par value $.01; authorized, issued and outstanding: 2018—6,899,683 shares and 2017—6,899,700 shares (liquidation preference $100 per share)
|
|
690
|
|
|
690
|
|
||
Common shares, par value $.01; authorized—400,000,000 shares; issued and outstanding: 2018—141,111,081 shares, 2017—140,646,829 shares
|
|
1
|
|
|
1
|
|
||
Additional paid-in capital
|
|
5,278
|
|
|
5,226
|
|
||
Retained earnings
|
|
8,059
|
|
|
8,081
|
|
||
Accumulated other comprehensive income (loss) (Note 23)
|
|
(6,935
|
)
|
|
(5,930
|
)
|
||
Treasury shares, at cost—2018 and 2017—12,882,313 shares
|
|
(920
|
)
|
|
(920
|
)
|
||
Total Bunge shareholders' equity
|
|
6,173
|
|
|
7,148
|
|
||
Noncontrolling interests
|
|
205
|
|
|
209
|
|
||
Total equity
|
|
6,378
|
|
|
7,357
|
|
||
Total liabilities and equity
|
|
$
|
19,425
|
|
|
$
|
18,871
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
287
|
|
|
$
|
174
|
|
|
$
|
767
|
|
Adjustments to reconcile net income to cash provided by (used for) operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Impairment charges
|
|
18
|
|
|
52
|
|
|
87
|
|
|||
Foreign exchange (gain) loss on net debt
|
|
139
|
|
|
21
|
|
|
80
|
|
|||
(Gain) loss on disposition of equity interests/subsidiaries
|
|
26
|
|
|
(9
|
)
|
|
(122
|
)
|
|||
Bad debt expense
|
|
64
|
|
|
28
|
|
|
13
|
|
|||
Depreciation, depletion and amortization
|
|
622
|
|
|
609
|
|
|
547
|
|
|||
Share-based compensation expense
|
|
46
|
|
|
29
|
|
|
44
|
|
|||
Deferred income tax expense (benefit)
|
|
6
|
|
|
(23
|
)
|
|
126
|
|
|||
Other, net
|
|
20
|
|
|
24
|
|
|
15
|
|
|||
Changes in operating assets and liabilities, excluding the effects of acquisitions:
|
|
|
|
|
|
|
|
|
|
|||
Trade accounts receivable
|
|
(110
|
)
|
|
95
|
|
|
(131
|
)
|
|||
Inventories
|
|
(1,107
|
)
|
|
(130
|
)
|
|
(269
|
)
|
|||
Secured advances to suppliers
|
|
41
|
|
|
172
|
|
|
38
|
|
|||
Trade accounts payable
|
|
335
|
|
|
25
|
|
|
708
|
|
|||
Advances on sales
|
|
22
|
|
|
11
|
|
|
36
|
|
|||
Net unrealized gain (loss) on derivative contracts
|
|
145
|
|
|
105
|
|
|
(84
|
)
|
|||
Margin deposits
|
|
(106
|
)
|
|
(5
|
)
|
|
199
|
|
|||
Recoverable and income taxes, net
|
|
84
|
|
|
(78
|
)
|
|
(178
|
)
|
|||
Accrued liabilities
|
|
1
|
|
|
25
|
|
|
(148
|
)
|
|||
Marketable Securities
|
|
52
|
|
|
(128
|
)
|
|
76
|
|
|||
Beneficial interest in securitized trade receivables
|
|
(1,909
|
)
|
|
(3,001
|
)
|
|
(1,466
|
)
|
|||
Other, net
|
|
60
|
|
|
29
|
|
|
108
|
|
|||
Cash provided by (used for) operating activities
|
|
(1,264
|
)
|
|
(1,975
|
)
|
|
446
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||
Payments made for capital expenditures
|
|
(493
|
)
|
|
(662
|
)
|
|
(784
|
)
|
|||
Acquisitions of businesses (net of cash acquired)
|
|
(981
|
)
|
|
(369
|
)
|
|
(34
|
)
|
|||
Proceeds from investments
|
|
1,098
|
|
|
961
|
|
|
802
|
|
|||
Payments for investments
|
|
(1,184
|
)
|
|
(944
|
)
|
|
(553
|
)
|
|||
Settlement of net investment hedges
|
|
66
|
|
|
(20
|
)
|
|
(375
|
)
|
|||
Proceeds from interest in securitized trade receivables
|
|
1,888
|
|
|
2,981
|
|
|
1,458
|
|
|||
Proceeds from disposals of property, plant and equipment
|
|
1
|
|
|
16
|
|
|
27
|
|
|||
Payments for investments in affiliates
|
|
(4
|
)
|
|
(126
|
)
|
|
(40
|
)
|
|||
Other, net
|
|
19
|
|
|
(18
|
)
|
|
33
|
|
|||
Cash provided by (used for) investing activities
|
|
410
|
|
|
1,819
|
|
|
534
|
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||
Net change in short-term debt with maturities of 90 days or less
|
|
286
|
|
|
18
|
|
|
(206
|
)
|
|||
Proceeds from short-term debt with maturities greater than 90 days
|
|
453
|
|
|
248
|
|
|
428
|
|
|||
Repayments of short-term debt with maturities greater than 90 days
|
|
(253
|
)
|
|
(224
|
)
|
|
(477
|
)
|
|||
Proceeds from long-term debt
|
|
10,732
|
|
|
9,054
|
|
|
10,396
|
|
|||
Repayments of long-term debt
|
|
(10,262
|
)
|
|
(9,010
|
)
|
|
(10,080
|
)
|
|||
Proceeds from the exercise of options for common shares
|
|
11
|
|
|
59
|
|
|
—
|
|
|||
Repurchases of common shares
|
|
—
|
|
|
—
|
|
|
(200
|
)
|
|||
Dividends paid to preference shareholders
|
|
(34
|
)
|
|
(34
|
)
|
|
(34
|
)
|
|||
Dividends paid to common shareholders
|
|
(271
|
)
|
|
(247
|
)
|
|
(223
|
)
|
|||
Dividends paid to noncontrolling interests
|
|
(8
|
)
|
|
(16
|
)
|
|
(25
|
)
|
|||
Capital contributions (return of capital) from noncontrolling interests, net
|
|
(4
|
)
|
|
(5
|
)
|
|
(10
|
)
|
|||
Acquisition of noncontrolling interest
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|||
Other, net
|
|
(19
|
)
|
|
(23
|
)
|
|
(18
|
)
|
|||
Cash provided by (used for) financing activities
|
|
631
|
|
|
(180
|
)
|
|
(488
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents, and restricted cash
|
|
11
|
|
|
3
|
|
|
33
|
|
|||
Net increase (decrease) in cash and cash equivalents, and restricted cash
|
|
(212
|
)
|
|
(333
|
)
|
|
525
|
|
|||
Cash and cash equivalents, and restricted cash - beginning of period
|
|
605
|
|
|
938
|
|
|
413
|
|
|||
Cash and cash equivalents, and restricted cash - end of period
|
|
$
|
393
|
|
|
$
|
605
|
|
|
$
|
938
|
|
|
|
|
Convertible
Preference Shares
|
|
Common Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Redeemable
Non-
Controlling
Interests
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury
Shares
|
|
Non-
Controlling
Interests
|
|
Total
Equity
|
||||||||||||||||||||
Balance, January 1, 2016
|
$
|
37
|
|
|
6,900,000
|
|
|
$
|
690
|
|
|
142,483,467
|
|
|
$
|
1
|
|
|
$
|
5,105
|
|
|
$
|
7,725
|
|
|
$
|
(6,360
|
)
|
|
$
|
(720
|
)
|
|
$
|
211
|
|
|
$
|
6,652
|
|
Net income (loss)
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
745
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
767
|
|
|||||||||
Accretion of noncontrolling interests
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||||||
Other comprehensive income (loss)
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
382
|
|
|
—
|
|
|
4
|
|
|
386
|
|
|||||||||
Dividends on common shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(228
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(228
|
)
|
|||||||||
Dividends on preference shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|||||||||
Dividends to noncontrolling interests on subsidiary common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
(25
|
)
|
|||||||||
Noncontrolling decrease from redemption
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|||||||||
Acquisition of Noncontrolling interest
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
17
|
|
|||||||||
Deconsolidation of a subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
(26
|
)
|
|||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|||||||||
Repurchase of common shares
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,296,230
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(200
|
)
|
|
—
|
|
|
(200
|
)
|
|||||||||
Issuance of common shares
|
—
|
|
|
—
|
|
|
—
|
|
|
313,625
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||||||
Balance, December 31, 2016
|
$
|
—
|
|
|
6,900,000
|
|
|
$
|
690
|
|
|
139,500,862
|
|
|
$
|
1
|
|
|
$
|
5,143
|
|
|
$
|
8,208
|
|
|
$
|
(5,978
|
)
|
|
$
|
(920
|
)
|
|
$
|
199
|
|
|
$
|
7,343
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
160
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
174
|
|
|||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
16
|
|
|
64
|
|
|||||||||
Dividends on common shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(253
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(253
|
)
|
|||||||||
Dividends on preference shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|||||||||
Dividends to noncontrolling interests on subsidiary common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
(15
|
)
|
|||||||||
Noncontrolling decrease from redemption
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
|||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|||||||||
Issuance of (conversion to) common shares
|
—
|
|
|
(300
|
)
|
|
—
|
|
|
1,145,967
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54
|
|
|||||||||
Balance, December 31, 2017
|
$
|
—
|
|
|
6,899,700
|
|
|
$
|
690
|
|
|
140,646,829
|
|
|
$
|
1
|
|
|
$
|
5,226
|
|
|
$
|
8,081
|
|
|
$
|
(5,930
|
)
|
|
$
|
(920
|
)
|
|
$
|
209
|
|
|
$
|
7,357
|
|
Net income (loss)
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
267
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
286
|
|
|||||||||
Other comprehensive income (loss)
|
(27
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,005
|
)
|
|
—
|
|
|
(8
|
)
|
|
(1,013
|
)
|
|||||||||
Dividends on common shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(276
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(276
|
)
|
|||||||||
Dividends on preference shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|||||||||
Dividends to noncontrolling interests on subsidiary common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(8
|
)
|
|||||||||
Noncontrolling decrease from redemption
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|||||||||
Acquisition of Noncontrolling interest
|
450
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Deconsolidation of a subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|||||||||
Impact of new accounting standards
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|||||||||
Issuance of (conversion to) common shares
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
464,252
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||||||
Balance, December 31, 2018
|
$
|
424
|
|
|
6,899,683
|
|
|
$
|
690
|
|
|
141,111,081
|
|
|
$
|
1
|
|
|
$
|
5,278
|
|
|
$
|
8,059
|
|
|
$
|
(6,935
|
)
|
|
$
|
(920
|
)
|
|
$
|
205
|
|
|
$
|
6,378
|
|
|
Years
|
Biological assets
|
5 - 6
|
Buildings
|
10 - 50
|
Machinery and equipment
|
7 - 25
|
Furniture, fixtures and other
|
3 - 20
|
|
December 31,
|
||||||||||
(US$ in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Cash and cash equivalents
|
$
|
389
|
|
|
$
|
601
|
|
|
$
|
934
|
|
Restricted cash included in other current assets
|
4
|
|
|
4
|
|
|
4
|
|
|||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows
|
$
|
393
|
|
|
$
|
605
|
|
|
$
|
938
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
||||||||||||||||||||||||||||
(US$ in millions)
|
Severance and Other Employee Benefit Costs
|
|
Consulting and Professional Services
|
|
Other Program Costs
|
|
Total Program Costs
|
|
Severance and Other Employee Benefit Costs
|
|
Consulting and Professional Services
|
|
Other Program Costs
|
|
Total Program Costs
|
||||||||||||||||
Agribusiness Segment
|
$
|
15
|
|
|
$
|
18
|
|
|
$
|
6
|
|
|
$
|
39
|
|
|
$
|
39
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
49
|
|
Edible Oils Segment
|
2
|
|
|
4
|
|
|
1
|
|
|
7
|
|
|
12
|
|
|
4
|
|
|
—
|
|
|
16
|
|
||||||||
Milling Segment
|
1
|
|
|
3
|
|
|
—
|
|
|
4
|
|
|
6
|
|
|
1
|
|
|
—
|
|
|
7
|
|
||||||||
Sugar and Bioenergy Segment
|
2
|
|
|
4
|
|
|
1
|
|
|
7
|
|
|
1
|
|
|
3
|
|
|
—
|
|
|
4
|
|
||||||||
Fertilizer Segment
|
2
|
|
|
1
|
|
|
—
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||||
Total
|
$
|
22
|
|
|
$
|
30
|
|
|
$
|
8
|
|
|
$
|
60
|
|
|
$
|
59
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
77
|
|
(US$ in millions)
|
|
Severance and Other Employee Benefit Costs
|
||
Balance at December 31, 2016
|
|
$
|
—
|
|
Charges incurred
|
|
72
|
|
|
Cash payments
|
|
(17
|
)
|
|
Pension liability
(1)
|
|
(10
|
)
|
|
Balance at December 31, 2017
|
|
$
|
45
|
|
Charges incurred
|
|
22
|
|
|
Cash payments
|
|
(64
|
)
|
|
Balance at December 31, 2018
|
|
$
|
3
|
|
(US$ in millions)
|
Useful life
|
|
||
Customer relationships
|
15 years
|
$
|
265
|
|
Intellectual property
|
10 years
|
120
|
|
|
Trade names
|
15 years
|
51
|
|
|
Favorable leases
|
38 years
|
26
|
|
|
Other
|
various
|
2
|
|
|
Total intangible assets
|
|
$
|
464
|
|
(US$ in millions)
|
|
||
Net sales
|
$
|
1,331
|
|
Income (loss) from continuing operations
|
$
|
3
|
|
|
Year Ended December 31,
|
|||||
(US$ in millions)
|
2018
|
2017
|
||||
Net sales
|
$
|
46,047
|
|
$
|
47,588
|
|
Income (loss) from continuing operations
|
$
|
298
|
|
$
|
129
|
|
|
December 31,
|
||||||
(US$ in millions)
|
2018
|
|
2017
|
||||
Agribusiness
(1)
|
$
|
4,551
|
|
|
$
|
4,022
|
|
Edible Oil Products
(2)
|
742
|
|
|
458
|
|
||
Milling Products
|
220
|
|
|
196
|
|
||
Sugar and Bioenergy
(3)
|
280
|
|
|
333
|
|
||
Fertilizer
|
78
|
|
|
65
|
|
||
Total
|
$
|
5,871
|
|
|
$
|
5,074
|
|
|
(1)
|
Includes RMI of
$4,365 million
and
$3,865 million
at
December 31, 2018
and
2017
, respectively. Of these amounts
$3,300 million
and
$2,694 million
can be attributable to merchandising activities at
December 31, 2018
and
2017
, respectively.
|
(2)
|
Includes RMI of
$88 million
and
$115 million
at
December 31, 2018
and
2017
, respectively.
|
(3)
|
Includes RMI of
$79 million
and
$76 million
at
December 31, 2018
and
2017
, respectively. Of these amounts,
$74 million
and
$73 million
can be attributable to merchandising activities at
December 31, 2018
and
2017
, respectively.
|
|
December 31,
|
||||||
(US$ in millions)
|
2018
|
|
2017
|
||||
Unrealized gains on derivative contracts, at fair value
|
$
|
1,071
|
|
|
$
|
910
|
|
Prepaid commodity contracts
(1)
|
253
|
|
|
282
|
|
||
Secured advances to suppliers, net
(2)
|
257
|
|
|
412
|
|
||
Recoverable taxes, net
|
500
|
|
|
488
|
|
||
Margin deposits
|
348
|
|
|
258
|
|
||
Marketable securities, at fair value and other short-term investments
|
162
|
|
|
213
|
|
||
Deferred purchase price receivable, at fair value
(3)
|
128
|
|
|
107
|
|
||
Income taxes receivable
|
102
|
|
|
192
|
|
||
Prepaid expenses
|
165
|
|
|
125
|
|
||
Other
|
185
|
|
|
240
|
|
||
Total
|
$
|
3,171
|
|
|
$
|
3,227
|
|
|
(1)
|
Prepaid commodity contracts represent advance payments against contracts for future delivery of specified quantities of agricultural commodities.
|
(2)
|
Bunge provides cash advances to suppliers, primarily Brazilian farmers of soybeans and sugarcane, to finance a portion of the suppliers' production costs. Bunge does not bear any of the costs or operational risks associated with the related growing crops. The advances are largely collateralized by future crops and physical assets of the suppliers, carry a local market interest rate, and settle when the farmer's crop is harvested and sold. The secured advances to farmers are reported net of allowances of
$1 million
and
$1 million
at December 31,
2018
and December 31,
2017
, respectively. Interest earned on secured advances to suppliers of
$30 million
,
$44 million
and
$38 million
, for the
years ended
December 31, 2018
,
2017
and
2016
, respectively, is included in net sales in the consolidated statements of income.
|
(3)
|
Deferred purchase price receivable represents additional credit support for the investment conduits in Bunge's accounts receivables sales program (see Note 18).
|
|
December 31,
|
||||||
(US$ in millions)
|
2018
|
|
2017
|
||||
Foreign government securities
|
$
|
55
|
|
|
$
|
145
|
|
Corporate debt securities
|
91
|
|
|
59
|
|
||
Certificate of deposits/time deposits
|
15
|
|
|
—
|
|
||
Other
|
1
|
|
|
9
|
|
||
Total marketable securities and other short-term investments
|
$
|
162
|
|
|
$
|
213
|
|
|
December 31,
|
||||||
(US$ in millions)
|
2018
|
|
2017
|
||||
Land
|
$
|
403
|
|
|
$
|
390
|
|
Biological assets
|
663
|
|
|
709
|
|
||
Buildings
|
2,139
|
|
|
2,116
|
|
||
Machinery and equipment
|
5,664
|
|
|
5,601
|
|
||
Furniture, fixtures and other
|
581
|
|
|
579
|
|
||
Construction in progress
|
435
|
|
|
517
|
|
||
Gross book value
|
9,885
|
|
|
9,912
|
|
||
Less: accumulated depreciation and depletion
|
(4,684
|
)
|
|
(4,602
|
)
|
||
Total property, plant and equipment, net
|
$
|
5,201
|
|
|
$
|
5,310
|
|
(US$ in millions)
|
Agribusiness
|
|
Edible Oil
Products
|
|
Milling
Products
|
|
Sugar and
Bioenergy
|
|
Fertilizer
|
|
Total
|
||||||||||||
Goodwill, gross of impairments
|
128
|
|
|
91
|
|
|
171
|
|
|
514
|
|
|
1
|
|
|
905
|
|
||||||
Accumulated impairment losses
|
(2
|
)
|
|
(13
|
)
|
|
(3
|
)
|
|
(514
|
)
|
|
—
|
|
|
(532
|
)
|
||||||
Balance, December 31, 2016, net
|
126
|
|
|
78
|
|
|
168
|
|
|
—
|
|
|
1
|
|
|
373
|
|
||||||
Goodwill acquired
(1)
|
103
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
111
|
|
||||||
Foreign currency translation
|
22
|
|
|
8
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
31
|
|
||||||
Goodwill, gross of impairments
|
253
|
|
|
107
|
|
|
172
|
|
|
514
|
|
|
1
|
|
|
1,047
|
|
||||||
Accumulated impairment losses
|
(2
|
)
|
|
(13
|
)
|
|
(3
|
)
|
|
(514
|
)
|
|
—
|
|
|
(532
|
)
|
||||||
Balance, December 31, 2017, net
|
251
|
|
|
94
|
|
|
169
|
|
|
—
|
|
|
1
|
|
|
515
|
|
||||||
Goodwill acquired
(2)
|
—
|
|
|
242
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
261
|
|
||||||
Foreign currency translation
|
(18
|
)
|
|
(18
|
)
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
||||||
Goodwill, gross of impairments
|
235
|
|
|
331
|
|
|
178
|
|
|
514
|
|
|
1
|
|
|
1,259
|
|
||||||
Accumulated impairment losses
|
(2
|
)
|
|
(13
|
)
|
|
(3
|
)
|
|
(514
|
)
|
|
—
|
|
|
(532
|
)
|
||||||
Balance, December 31, 2018, net
|
$
|
233
|
|
|
$
|
318
|
|
|
$
|
175
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
727
|
|
|
(1)
|
Agribusiness goodwill relates to the 2017 acquisition of
two
oilseed processing plants and related operations in the Netherlands and France pursuant to an agreement with Cargill.
|
(2)
|
Edible Oils goodwill relates to the Loders acquisition and the Milling Products goodwill relates to the Minsa USA acquisition. See Note 3 for complete business acquisition details.
|
|
December 31,
|
||||||
(US$ in millions)
|
2018
|
|
2017
|
||||
Gross carrying amount:
|
|
|
|
||||
Trademarks/brands
|
$
|
235
|
|
|
$
|
211
|
|
Licenses
|
12
|
|
|
7
|
|
||
Port rights
|
141
|
|
|
155
|
|
||
Customer Relationships
|
372
|
|
|
106
|
|
||
Patents
|
135
|
|
|
23
|
|
||
Other
|
95
|
|
|
71
|
|
||
|
990
|
|
|
573
|
|
||
Accumulated amortization:
|
|
|
|
|
|
||
Trademarks/brands
|
(106
|
)
|
|
(109
|
)
|
||
Licenses
|
(10
|
)
|
|
(5
|
)
|
||
Port rights
|
(37
|
)
|
|
(31
|
)
|
||
Customer Relationships
|
(54
|
)
|
|
(34
|
)
|
||
Patents
|
(32
|
)
|
|
(22
|
)
|
||
Other
|
(54
|
)
|
|
(49
|
)
|
||
|
(293
|
)
|
|
(250
|
)
|
||
Other intangible assets, net
|
$
|
697
|
|
|
$
|
323
|
|
|
December 31,
|
||||||
(US$ in millions)
|
2018
|
|
2017
|
||||
Recoverable taxes, net
(1)
|
$
|
112
|
|
|
$
|
155
|
|
Judicial deposits
(1)
|
115
|
|
|
140
|
|
||
Other long-term receivables
|
8
|
|
|
12
|
|
||
Income taxes receivable
(1)
|
221
|
|
|
307
|
|
||
Long-term investments
|
91
|
|
|
66
|
|
||
Affiliate loans receivable
|
29
|
|
|
24
|
|
||
Long-term receivables from farmers in Brazil, net
(1)
|
93
|
|
|
131
|
|
||
Other
|
154
|
|
|
193
|
|
||
Total
|
$
|
823
|
|
|
$
|
1,028
|
|
|
(1)
|
These non-current assets arise primarily from Bunge's Brazilian operations and their realization could take several years.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
(US$ in millions)
|
Recorded
Investment
|
|
Allowance
|
|
Recorded
Investment
|
|
Allowance
|
||||||||
For which an allowance has been provided:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Legal collection process
(1)
|
$
|
105
|
|
|
$
|
89
|
|
|
$
|
98
|
|
|
$
|
91
|
|
Renegotiated amounts
(2)
|
17
|
|
|
17
|
|
|
25
|
|
|
22
|
|
||||
For which no allowance has been provided:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Legal collection process
(1)
|
51
|
|
|
—
|
|
|
76
|
|
|
—
|
|
||||
Renegotiated amounts
(2)
|
10
|
|
|
—
|
|
|
17
|
|
|
—
|
|
||||
Other long-term receivables
|
16
|
|
|
—
|
|
|
28
|
|
|
—
|
|
||||
Total
|
$
|
199
|
|
|
$
|
106
|
|
|
$
|
244
|
|
|
$
|
113
|
|
(1)
|
All amounts in legal process are considered past due upon initiation of legal action.
|
(2)
|
All renegotiated amounts are current on repayment terms.
|
|
December 31,
|
||||||
(US$ in millions)
|
2018
|
|
2017
|
||||
Beginning balance
|
$
|
113
|
|
|
$
|
109
|
|
Bad debt provisions
|
20
|
|
|
19
|
|
||
Recoveries
|
(8
|
)
|
|
(12
|
)
|
||
Write-offs
|
(2
|
)
|
|
(1
|
)
|
||
Foreign currency translation
|
(17
|
)
|
|
(2
|
)
|
||
Ending balance
|
$
|
106
|
|
|
$
|
113
|
|
|
December 31,
|
||||||
(US$ in millions)
|
2018
|
|
2017
|
||||
Accrued liabilities
|
$
|
618
|
|
|
$
|
606
|
|
Unrealized losses on derivative contracts at fair value
|
1,192
|
|
|
897
|
|
||
Advances on sales
|
405
|
|
|
406
|
|
||
Other
|
287
|
|
|
277
|
|
||
Total
|
$
|
2,502
|
|
|
$
|
2,186
|
|
|
Year Ended December 31,
|
||||||||||
(US$ in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
United States
|
$
|
233
|
|
|
$
|
21
|
|
|
$
|
102
|
|
Non-United States
|
223
|
|
|
209
|
|
|
894
|
|
|||
Total
|
$
|
456
|
|
|
$
|
230
|
|
|
$
|
996
|
|
|
Year Ended December 31,
|
||||||||||
(US$ in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Income from operations before income tax
|
$
|
456
|
|
|
$
|
230
|
|
|
$
|
996
|
|
Income tax rate
|
21
|
%
|
|
35
|
%
|
|
35
|
%
|
|||
Income tax expense at the U.S. Federal tax rate
|
96
|
|
|
80
|
|
|
348
|
|
|||
Adjustments to derive effective tax rate:
|
|
|
|
|
|
|
|
|
|||
Foreign earnings taxed at different statutory rates
|
24
|
|
|
(38
|
)
|
|
(73
|
)
|
|||
Valuation allowances
|
114
|
|
|
43
|
|
|
(44
|
)
|
|||
Fiscal incentives
(1)
|
(43
|
)
|
|
(42
|
)
|
|
(34
|
)
|
|||
Foreign exchange on monetary items
|
24
|
|
|
(9
|
)
|
|
5
|
|
|||
Tax rate changes
|
4
|
|
|
(62
|
)
|
|
4
|
|
|||
Non-deductible expenses
|
8
|
|
|
27
|
|
|
3
|
|
|||
Uncertain tax positions
|
22
|
|
|
(48
|
)
|
|
89
|
|
|||
Deferred balance adjustments
|
—
|
|
|
(4
|
)
|
|
—
|
|
|||
Equity distributions, net
|
(31
|
)
|
|
—
|
|
|
—
|
|
|||
Transition tax
|
(15
|
)
|
|
105
|
|
|
—
|
|
|||
Tax exempt investments
|
—
|
|
|
(14
|
)
|
|
(12
|
)
|
|||
Tax credits
|
(5
|
)
|
|
(8
|
)
|
|
(89
|
)
|
|||
Incremental tax on future distributions
|
(26
|
)
|
|
27
|
|
|
—
|
|
|||
State taxes
|
8
|
|
|
(4
|
)
|
|
5
|
|
|||
Other
|
(1
|
)
|
|
3
|
|
|
18
|
|
|||
Income tax (benefit) expense
|
$
|
179
|
|
|
$
|
56
|
|
|
$
|
220
|
|
|
(1)
|
Fiscal incentives predominantly relate to investment incentives in Brazil that are exempt from Brazilian income tax.
|
|
December 31,
|
||||||
(US$ in millions)
|
2018
|
|
2017
|
||||
Deferred income tax assets:
|
|
|
|
|
|
||
Net operating loss carryforwards
|
$
|
781
|
|
|
$
|
964
|
|
Employee benefits
|
116
|
|
|
106
|
|
||
Tax credit carryforwards
|
12
|
|
|
13
|
|
||
Inventories
|
—
|
|
|
50
|
|
||
Accrued expenses and other
|
340
|
|
|
388
|
|
||
Total deferred tax assets
|
1,249
|
|
|
1,521
|
|
||
Less valuation allowances
|
(766
|
)
|
|
(900
|
)
|
||
Deferred tax assets, net of valuation allowance
|
483
|
|
|
621
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
|
||
Property, plant and equipment
|
233
|
|
|
251
|
|
||
Undistributed earnings of affiliates
|
6
|
|
|
35
|
|
||
Investments
|
16
|
|
|
17
|
|
||
Intangibles
|
100
|
|
|
24
|
|
||
Inventories
|
26
|
|
|
—
|
|
||
Total deferred tax liabilities
|
381
|
|
|
327
|
|
||
Net deferred tax assets
|
$
|
102
|
|
|
$
|
294
|
|
|
(US$ in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at January 1,
|
$
|
421
|
|
|
$
|
409
|
|
|
$
|
51
|
|
Additions based on tax positions related to the current year
|
41
|
|
|
34
|
|
|
9
|
|
|||
Additions based on acquisitions
|
—
|
|
|
—
|
|
|
2
|
|
|||
Additions based on tax positions related to prior years
|
21
|
|
|
13
|
|
|
374
|
|
|||
Reductions for tax positions of prior years
|
(54
|
)
|
|
(43
|
)
|
|
—
|
|
|||
Settlement or clarification from tax authorities
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Expiration of statute of limitations
|
(19
|
)
|
|
(32
|
)
|
|
(9
|
)
|
|||
Foreign currency translation
|
(19
|
)
|
|
40
|
|
|
(17
|
)
|
|||
Balance at December 31,
|
$
|
390
|
|
|
$
|
421
|
|
|
$
|
409
|
|
|
Fair Value Measurements at Reporting Date
|
||||||||||||||||||||||||||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||||||||
(US$ in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Readily marketable inventories (Note 5)
|
$
|
—
|
|
|
$
|
4,286
|
|
|
$
|
246
|
|
|
$
|
4,532
|
|
|
$
|
—
|
|
|
$
|
3,691
|
|
|
$
|
365
|
|
|
$
|
4,056
|
|
Unrealized gain on designated derivative contracts
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Foreign exchange
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||||||
Unrealized gain on undesignated derivative contracts
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||||||
Foreign exchange
|
—
|
|
|
467
|
|
|
—
|
|
|
467
|
|
|
—
|
|
|
321
|
|
|
—
|
|
|
321
|
|
||||||||
Commodities
|
128
|
|
|
407
|
|
|
18
|
|
|
553
|
|
|
115
|
|
|
389
|
|
|
19
|
|
|
523
|
|
||||||||
Freight
|
6
|
|
|
—
|
|
|
6
|
|
|
12
|
|
|
18
|
|
|
—
|
|
|
8
|
|
|
26
|
|
||||||||
Energy
|
30
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
||||||||
Deferred purchase price receivable (Note 18)
|
—
|
|
|
128
|
|
|
—
|
|
|
128
|
|
|
—
|
|
|
107
|
|
|
—
|
|
|
107
|
|
||||||||
Other
(2)
|
67
|
|
|
98
|
|
|
—
|
|
|
165
|
|
|
15
|
|
|
234
|
|
|
—
|
|
|
249
|
|
||||||||
Total assets
|
$
|
231
|
|
|
$
|
5,398
|
|
|
$
|
270
|
|
|
$
|
5,899
|
|
|
$
|
166
|
|
|
$
|
4,764
|
|
|
$
|
392
|
|
|
$
|
5,322
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Trade accounts payable
(3)
|
$
|
—
|
|
|
$
|
394
|
|
|
$
|
47
|
|
|
$
|
441
|
|
|
$
|
—
|
|
|
$
|
467
|
|
|
$
|
116
|
|
|
$
|
583
|
|
Unrealized loss on designated derivative contracts
(4)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate
|
—
|
|
|
33
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
31
|
|
||||||||
Foreign exchange
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||||
Unrealized loss on undesignated derivative contracts
(4)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||||
Foreign exchange
|
—
|
|
|
467
|
|
|
—
|
|
|
467
|
|
|
1
|
|
|
430
|
|
|
—
|
|
|
431
|
|
||||||||
Commodities
|
152
|
|
|
446
|
|
|
23
|
|
|
621
|
|
|
141
|
|
|
271
|
|
|
20
|
|
|
432
|
|
||||||||
Freight
|
13
|
|
|
—
|
|
|
6
|
|
|
19
|
|
|
15
|
|
|
—
|
|
|
3
|
|
|
18
|
|
||||||||
Energy
|
43
|
|
|
—
|
|
|
1
|
|
|
44
|
|
|
9
|
|
|
2
|
|
|
2
|
|
|
13
|
|
||||||||
Total liabilities
|
$
|
208
|
|
|
$
|
1,381
|
|
|
$
|
77
|
|
|
$
|
1,666
|
|
|
$
|
166
|
|
|
$
|
1,204
|
|
|
$
|
141
|
|
|
$
|
1,511
|
|
|
(1)
|
Unrealized gains on designated and undesignated derivative contracts are generally included in other current assets. There were
$3 million
and
$0 million
included in other non-current assets at
December 31,
2018
and
December 31,
2017
, respectively.
|
(2)
|
Other includes the fair values of marketable securities and investments in other current assets and other non-current assets.
|
(3)
|
These payables are hybrid financial instruments for which Bunge has elected the fair value option.
|
(4)
|
Unrealized losses on designated and undesignated derivative contracts are generally included in other current liabilities. There were
$33 million
and
$31 million
included in other non-current liabilities at
December 31,
2018
and
December 31,
2017
, respectively.
|
|
Year Ended December 31, 2018
|
||||||||||||||
(US$ in millions)
|
Derivatives,
Net
(1)
|
|
Readily
Marketable
Inventories
(1)
|
|
Trade
Accounts
Receivable/
Payable, Net
(1)
|
|
Total
|
||||||||
Balance, January 1, 2018
|
$
|
2
|
|
|
$
|
365
|
|
|
$
|
(116
|
)
|
|
$
|
251
|
|
Total gains and losses (realized/unrealized) included in cost of goods sold
|
(11
|
)
|
|
144
|
|
|
26
|
|
|
159
|
|
||||
Purchases
|
12
|
|
|
1,770
|
|
|
(294
|
)
|
|
1,488
|
|
||||
Sales
|
—
|
|
|
(2,585
|
)
|
|
—
|
|
|
(2,585
|
)
|
||||
Issuances
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
||||
Settlements
|
13
|
|
|
—
|
|
|
434
|
|
|
447
|
|
||||
Transfers into Level 3
|
(10
|
)
|
|
774
|
|
|
(79
|
)
|
|
685
|
|
||||
Transfers out of Level 3
|
(1
|
)
|
|
(222
|
)
|
|
(18
|
)
|
|
(241
|
)
|
||||
Balance, December 31, 2018
|
$
|
(6
|
)
|
|
$
|
246
|
|
|
$
|
(47
|
)
|
|
$
|
193
|
|
1)
|
Derivatives, net, readily marketable inventories, and trade accounts receivable/payable net, include gains/(losses) of
$(24) million
,
$72 million
and
$0 million
, respectively, that are attributable to the change in unrealized gains/(losses) relating to Level 3 assets and liabilities still held at
December 31, 2018
.
|
|
Year Ended December 31, 2017
|
||||||||||||||
(US$ in millions)
|
Derivatives,
Net
(1)
|
|
Readily
Marketable
Inventories
(1)
|
|
Trade
Accounts
Receivable/
Payable, Net
(1)
|
|
Total
|
||||||||
Balance, January 1, 2017
|
$
|
(51
|
)
|
|
$
|
237
|
|
|
$
|
(44
|
)
|
|
$
|
142
|
|
Total gains and losses (realized/unrealized) included in cost of goods sold
|
(31
|
)
|
|
142
|
|
|
13
|
|
|
124
|
|
||||
Purchases
|
11
|
|
|
1,551
|
|
|
(469
|
)
|
|
1,093
|
|
||||
Sales
|
—
|
|
|
(2,041
|
)
|
|
—
|
|
|
(2,041
|
)
|
||||
Issuances
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
||||
Settlements
|
67
|
|
|
—
|
|
|
441
|
|
|
508
|
|
||||
Transfers into Level 3
|
(9
|
)
|
|
701
|
|
|
(59
|
)
|
|
633
|
|
||||
Transfers out of Level 3
|
22
|
|
|
(225
|
)
|
|
2
|
|
|
(201
|
)
|
||||
Balance, December 31, 2017
|
$
|
2
|
|
|
$
|
365
|
|
|
$
|
(116
|
)
|
|
$
|
251
|
|
1)
|
Derivatives, net, readily marketable inventories, and trade accounts receivable/payable net, includes gains/(losses) of
$1 million
,
$11 million
and
$0 million
, respectively, that are attributable to the change in unrealized gains/(losses) relating to Level 3 assets and liabilities still held at
December 31, 2017
.
|
|
|
December 31,
|
|||||
(US$ in millions)
|
2018
|
2017
|
|||||
Hedging instrument type:
|
|
|
|||||
Fair value hedges of interest rate risk
|
|
|
|||||
|
Carrying value of hedged debt
|
$
|
2,229
|
|
$
|
2,071
|
|
|
Cumulative adjustment to long-term debt from application of hedge accounting
|
$
|
(29
|
)
|
$
|
(31
|
)
|
|
Interest rate swap - notional amount
|
$
|
2,266
|
|
$
|
2,109
|
|
|
|
|
|
||||
Fair value hedges of currency risk
|
|
|
|||||
|
Carrying value of hedged debt
|
$
|
312
|
|
$
|
—
|
|
|
Cumulative adjustment to long-term debt from application of hedge accounting
|
$
|
—
|
|
$
|
—
|
|
|
Cross currency swap - notional amount
|
$
|
313
|
|
$
|
—
|
|
|
|
|
|
||||
Cash flow hedges of currency risk
|
|
|
|||||
|
Foreign currency forward - notional amount
|
$
|
50
|
|
$
|
237
|
|
|
|
|
|
||||
Net investment hedges
|
|
|
|||||
|
Foreign currency forward - notional amount
|
$
|
1,888
|
|
$
|
1,000
|
|
|
Carrying value of non-derivative hedging instrument
|
$
|
912
|
|
$
|
725
|
|
|
December 31,
|
|
|||||||||||
|
2018
|
2017
|
Unit of
Measure
|
||||||||||
(US$ in millions)
|
Long
|
(Short)
|
Long
|
(Short)
|
|||||||||
Interest rate
|
|
|
|
|
|
|
|
|
|||||
Swaps
|
$
|
3,349
|
|
$
|
(111
|
)
|
$
|
2,317
|
|
$
|
(1,236
|
)
|
$ Notional
|
Futures
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(2
|
)
|
$ Notional
|
FRAs
|
$
|
139
|
|
$
|
(149
|
)
|
$
|
375
|
|
$
|
—
|
|
$ Notional
|
Currency
|
|
|
|
|
|
||||||||
Forwards
|
$
|
13,713
|
|
$
|
(13,701
|
)
|
$
|
9,784
|
|
$
|
(9,668
|
)
|
$ Notional
|
Swaps
|
$
|
127
|
|
$
|
(535
|
)
|
$
|
192
|
|
$
|
(148
|
)
|
$ Notional
|
Futures
|
$
|
—
|
|
$
|
(16
|
)
|
$
|
—
|
|
$
|
(58
|
)
|
$ Notional
|
Options
|
$
|
869
|
|
$
|
(919
|
)
|
$
|
521
|
|
$
|
(471
|
)
|
Delta
|
Agricultural commodities
|
|
|
|
|
|
||||||||
Forwards
|
25,523,840
|
|
(29,314,930
|
)
|
23,438,004
|
|
(30,055,331
|
)
|
Metric Tons
|
||||
Swaps
|
—
|
|
(9,908,728
|
)
|
65,045
|
|
(5,279,181
|
)
|
Metric Tons
|
||||
Futures
|
4,136,525
|
|
—
|
|
4,520,267
|
|
—
|
|
Metric Tons
|
||||
Options
|
718,709
|
|
—
|
|
828,296
|
|
—
|
|
Metric Tons
|
||||
Ocean freight
|
|
|
|
|
|
||||||||
FFA
|
—
|
|
(90
|
)
|
—
|
|
(3,617
|
)
|
Hire Days
|
||||
FFA options
|
302
|
|
—
|
|
892
|
|
—
|
|
Hire Days
|
||||
Natural gas
|
|
|
|
|
|
||||||||
Swaps
|
1,205,687
|
|
—
|
|
3,519,668
|
|
—
|
|
MMBtus
|
||||
Futures
|
2,268,190
|
|
—
|
|
2,691,350
|
|
—
|
|
MMBtus
|
||||
Energy - other
|
|
|
|
|
|
||||||||
Forwards
|
5,536,290
|
|
—
|
|
5,534,290
|
|
—
|
|
Metric Tons
|
||||
Futures
|
—
|
|
(29,367
|
)
|
1,394
|
|
—
|
|
Metric Tons
|
||||
Swaps
|
188,800
|
|
—
|
|
223,600
|
|
—
|
|
Metric Tons
|
||||
Other
|
|
|
|
|
|
||||||||
Swaps and futures
|
$
|
52
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$ Notional
|
|
|
Gain (Loss) Recognized in
Income on Derivative Instruments
|
||||||||
|
|
Year Ended December 31,
|
||||||||
(US$ in millions)
|
|
2018
|
2017
|
2016
|
||||||
Income statement classification
|
Type of derivative
|
|
|
|
||||||
Net sales
|
|
|
|
|
||||||
Hedge accounting
|
Foreign currency
|
$
|
(2
|
)
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
|
|
|
|
||||||
Hedge accounting
|
Foreign currency
|
$
|
1
|
|
$
|
—
|
|
$
|
—
|
|
Economic hedges
|
Foreign currency
|
(220
|
)
|
(1
|
)
|
772
|
|
|||
|
Commodities
|
506
|
|
676
|
|
(618
|
)
|
|||
|
Other
(1)
|
(25
|
)
|
9
|
|
27
|
|
|||
Total Cost of goods sold
|
|
$
|
262
|
|
$
|
684
|
|
$
|
181
|
|
|
|
|
|
|
||||||
Interest expense
|
|
|
|
|
||||||
Hedge accounting
|
Interest rate
|
$
|
(6
|
)
|
$
|
13
|
|
$
|
5
|
|
Economic hedges
|
Interest rate
|
(1
|
)
|
—
|
|
(4
|
)
|
|||
Total Interest expense
|
|
$
|
(7
|
)
|
$
|
13
|
|
$
|
1
|
|
|
|
|
|
|
||||||
Foreign exchange gains (losses)
|
|
|
|
|
||||||
Hedge accounting
|
Foreign currency
|
$
|
(10
|
)
|
$
|
—
|
|
$
|
—
|
|
Economic hedges
|
Foreign currency
|
$
|
34
|
|
$
|
22
|
|
$
|
267
|
|
Total Foreign exchange gains (losses)
|
|
$
|
24
|
|
$
|
22
|
|
$
|
267
|
|
|
|
|
|
|
||||||
|
|
|
|
|
||||||
Other comprehensive income (loss)
|
|
|
|
|
||||||
Gains and losses on derivatives used as cash flow hedges of foreign currency risk included in other comprehensive income (loss) during the period
|
$
|
(2
|
)
|
$
|
14
|
|
$
|
48
|
|
|
Gains and losses on derivatives used as net investment hedges included in other comprehensive income (loss) during the period
|
$
|
48
|
|
$
|
(8
|
)
|
$
|
(394
|
)
|
|
Foreign currency gains and losses on intercompany loans used as net investment hedges included in other comprehensive income (loss) during the period
|
$
|
52
|
|
$
|
(111
|
)
|
$
|
41
|
|
|
Gains and losses on derivatives used as fair value hedges of foreign currency risk included in other comprehensive income (loss) during the period
|
$
|
1
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|||||||
Amounts released from accumulated other comprehensive income (loss) during the period
|
|
|
|
|||||||
Cash flow hedge of foreign currency risk
|
|
—
|
|
37
|
|
16
|
|
|||
Total
|
|
$
|
—
|
|
$
|
37
|
|
$
|
16
|
|
|
|
December 31,
|
||||||
(US$ in millions)
|
2018
|
|
2017
|
||||
Lines of credit:
|
|
|
|
|
|
||
Unsecured, variable interest rates from 1.60% to 66.00%
|
$
|
750
|
|
|
$
|
304
|
|
Total short-term debt
(1)
|
$
|
750
|
|
|
$
|
304
|
|
|
(1)
|
Includes
$136 million
and
$179 million
of local currency borrowings in certain Central and Eastern European, South American, African and Asia-Pacific countries at a weighted average interest rate of
23.61%
and
15.03%
as of
December 31, 2018
and
December 31, 2017
, respectively.
|
|
December 31,
|
||||||
(US$ in millions)
|
2018
|
|
2017
|
||||
Revolving credit facility expiring 2020
|
$
|
500
|
|
|
$
|
—
|
|
Term loan due 2019—three-month Yen LIBOR plus 0.75% (Tranche A)
|
$
|
258
|
|
|
$
|
253
|
|
Term loan due 2019—fixed Yen interest rate of 0.96% (Tranche B)
|
54
|
|
|
53
|
|
||
Term loan due 2019—three-month LIBOR plus 1.30% (Tranche C)
|
85
|
|
|
85
|
|
||
8.50% Senior Notes due 2019
|
—
|
|
|
599
|
|
||
3.50% Senior Notes due 2020
|
498
|
|
|
497
|
|
||
3.00% Senior Notes due 2022
|
397
|
|
|
396
|
|
||
1.85% Senior Notes due 2023—Euro
|
916
|
|
|
960
|
|
||
4.35% Senior Notes due 2024
|
595
|
|
|
—
|
|
||
3.25% Senior Notes due 2026
|
695
|
|
|
694
|
|
||
3.75% Senior Notes due 2027
|
594
|
|
|
593
|
|
||
Other
|
30
|
|
|
45
|
|
||
Subtotal
|
4,622
|
|
|
4,175
|
|
||
Less: Current portion of long-term debt
|
(419
|
)
|
|
(15
|
)
|
||
Total long-term debt
(1)
|
$
|
4,203
|
|
|
$
|
4,160
|
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
|||||||||||||
(US$ in millions)
|
|
Carrying
Value
|
|
Fair Value
(Level 2)
|
|
|
Carrying
Value
|
|
Fair Value
(Level 2)
|
||||||||
Long-term debt, including current portion
|
|
$
|
4,622
|
|
|
$
|
4,584
|
|
|
|
$
|
4,175
|
|
|
$
|
4,337
|
|
|
(1)
|
Excludes components of long-term debt attributable to fair value hedge accounting of
$29 million
and deferred financing fees and unamortized premiums of
$21 million
.
|
|
December 31,
|
||||||
(US$ in millions)
|
2018
|
|
2017
|
||||
Receivables sold which were derecognized from Bunge's balance sheet
|
$
|
826
|
|
|
$
|
810
|
|
Deferred purchase price included in other current assets
|
$
|
128
|
|
|
$
|
107
|
|
|
Years Ended December 31,
|
||||||||||
(US$ in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Gross receivables sold
|
$
|
9,803
|
|
|
$
|
10,022
|
|
|
$
|
9,405
|
|
Proceeds received in cash related to transfer of receivables
|
$
|
9,484
|
|
|
$
|
9,734
|
|
|
$
|
9,197
|
|
Cash collections from customers on receivables previously sold
|
$
|
9,173
|
|
|
$
|
9,659
|
|
|
$
|
9,176
|
|
Discounts related to gross receivables sold included in SG&A
|
$
|
14
|
|
|
$
|
9
|
|
|
$
|
6
|
|
|
Pension Benefits
December 31,
|
|
Postretirement Benefits
December 31,
|
||||||||||||||||||||
(US$ in millions)
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Service cost
|
$
|
39
|
|
|
$
|
33
|
|
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
40
|
|
|
36
|
|
|
35
|
|
|
5
|
|
|
8
|
|
|
7
|
|
||||||
Expected return on plan assets
|
(57
|
)
|
|
(46
|
)
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of net loss
|
9
|
|
|
10
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Curtailment (gain)
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement loss recognized
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Special termination benefit
|
—
|
|
|
9
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit costs
|
$
|
34
|
|
|
$
|
42
|
|
|
$
|
34
|
|
|
$
|
5
|
|
|
$
|
8
|
|
|
$
|
7
|
|
(US$ in millions)
|
One-percentage
point increase
|
|
One-percentage
point decrease
|
||||
Effect on total service and interest cost
|
$
|
—
|
|
|
$
|
—
|
|
Effect on postretirement benefit obligation
|
$
|
4
|
|
|
$
|
(4
|
)
|
|
Pension Benefits
December 31,
|
|
Postretirement Benefits
December 31,
|
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Discount rate
|
3.7
|
%
|
|
3.4
|
%
|
|
8.3
|
%
|
|
9.0
|
%
|
Increase in future compensation levels
|
3.2
|
%
|
|
3.2
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Pension Benefits
December 31,
|
|
Postretirement Benefits
December 31,
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||
Discount rate
|
3.4
|
%
|
|
4.0
|
%
|
|
4.2
|
%
|
|
9.0
|
%
|
|
10.8
|
%
|
|
11.4
|
%
|
Expected long-term rate of return on assets
|
6.0
|
%
|
|
6.2
|
%
|
|
6.4
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Increase in future compensation levels
|
3.2
|
%
|
|
3.2
|
%
|
|
3.3
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Pension Benefits
December 31,
|
|
Postretirement Benefits
December 31,
|
||||||||||||
(US$ in millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Change in benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Benefit obligation at the beginning of year
|
$
|
1,073
|
|
|
$
|
941
|
|
|
$
|
67
|
|
|
$
|
74
|
|
Service cost
|
39
|
|
|
33
|
|
|
—
|
|
|
—
|
|
||||
Interest cost
|
40
|
|
|
36
|
|
|
5
|
|
|
8
|
|
||||
Plan amendments
|
16
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Plan curtailments
|
(2
|
)
|
|
(32
|
)
|
|
—
|
|
|
—
|
|
||||
Special termination benefits
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
||||
Actuarial (gain) loss, net
|
(84
|
)
|
|
100
|
|
|
1
|
|
|
(11
|
)
|
||||
Employee contributions
|
3
|
|
|
6
|
|
|
1
|
|
|
1
|
|
||||
Net transfers in (out)
|
213
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||
Plan settlements
|
(55
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(40
|
)
|
|
(35
|
)
|
|
(7
|
)
|
|
(4
|
)
|
||||
Expenses paid
|
(3
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
||||
Impact of foreign exchange rates
|
(8
|
)
|
|
15
|
|
|
(8
|
)
|
|
(1
|
)
|
||||
Benefit obligation at the end of year
|
$
|
1,192
|
|
|
$
|
1,073
|
|
|
$
|
59
|
|
|
$
|
67
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at the beginning of year
|
$
|
896
|
|
|
$
|
740
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
(36
|
)
|
|
102
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
18
|
|
|
77
|
|
|
6
|
|
|
3
|
|
||||
Employee contributions
|
3
|
|
|
6
|
|
|
1
|
|
|
1
|
|
||||
Net transfers in (out)
|
181
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Plan settlements
|
(55
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(40
|
)
|
|
(35
|
)
|
|
(7
|
)
|
|
(4
|
)
|
||||
Expenses paid
|
(3
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
||||
Impact of foreign exchange rates
|
(7
|
)
|
|
10
|
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at the end of year
|
$
|
957
|
|
|
$
|
896
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded (unfunded) status and net amounts recognized:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Plan assets (less than) in excess of benefit obligation
|
$
|
(235
|
)
|
|
$
|
(177
|
)
|
|
$
|
(59
|
)
|
|
$
|
(67
|
)
|
Net (liability) asset recognized in the balance sheet
|
$
|
(235
|
)
|
|
$
|
(177
|
)
|
|
$
|
(59
|
)
|
|
$
|
(67
|
)
|
Amounts recognized in the balance sheet consist of:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-current assets
|
$
|
11
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(6
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|
(7
|
)
|
||||
Non-current liabilities
|
(240
|
)
|
|
(189
|
)
|
|
(53
|
)
|
|
(60
|
)
|
||||
Net liability recognized
|
$
|
(235
|
)
|
|
$
|
(177
|
)
|
|
$
|
(59
|
)
|
|
$
|
(67
|
)
|
|
Pension Benefits
December 31,
|
||||||
(US$ in millions)
|
2018
|
|
2017
|
||||
Projected benefit obligation
|
$
|
1,073
|
|
|
$
|
937
|
|
Fair value of plan assets
|
$
|
827
|
|
|
$
|
742
|
|
|
Pension Benefits
December 31,
|
||||||
(US$ in millions)
|
2018
|
|
2017
|
||||
Projected benefit obligation
|
$
|
978
|
|
|
$
|
827
|
|
Accumulated benefit obligation
|
$
|
938
|
|
|
$
|
789
|
|
Fair value of plan assets
|
$
|
758
|
|
|
$
|
651
|
|
|
December 31, 2018
|
||||||||||||||
(US$ in millions)
|
Total
|
|
Quoted Prices in Active Markets for
Identical Assets (Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Cash
|
$
|
16
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual funds
(1)
|
363
|
|
|
362
|
|
|
1
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual funds
(2)
|
536
|
|
|
498
|
|
|
38
|
|
|
—
|
|
||||
Others
(3)
|
42
|
|
|
6
|
|
|
20
|
|
|
16
|
|
||||
Total
|
$
|
957
|
|
|
$
|
882
|
|
|
$
|
59
|
|
|
$
|
16
|
|
|
December 31, 2017
|
||||||||||||||
(US$ in millions)
|
Total
|
|
Quoted Prices in Active Markets for
Identical Assets (Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Cash
|
$
|
31
|
|
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual funds
(1)
|
470
|
|
|
423
|
|
|
47
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual funds
(2)
|
357
|
|
|
315
|
|
|
42
|
|
|
—
|
|
||||
Others
(3)
|
38
|
|
|
7
|
|
|
26
|
|
|
5
|
|
||||
Total
|
$
|
896
|
|
|
$
|
776
|
|
|
$
|
115
|
|
|
$
|
5
|
|
|
(1)
|
This category represents a portfolio of equity investments comprised of equity index funds that invest in U.S. equities and non-U.S. equities. The U.S. equities are comprised of investments focusing on large, mid and small cap companies and non-U.S. equities are comprised of international, emerging markets, and real estate investment trusts.
|
(2)
|
This category represents a portfolio of fixed income investments in mutual funds comprised of investment grade U.S. government bonds and notes, foreign government bonds, and corporate bonds from diverse industries.
|
(3)
|
This category represents a portfolio consisting of a mixture of hedge funds, real estate and insurance contracts.
|
(US$ in millions)
|
Pension
Benefit Payments
|
|
Postretirement
Benefit Payments
|
||||
2019
|
$
|
50
|
|
|
$
|
6
|
|
2020
|
51
|
|
|
6
|
|
||
2021
|
52
|
|
|
6
|
|
||
2022
|
54
|
|
|
6
|
|
||
2023
|
55
|
|
|
6
|
|
||
2024 and onwards
|
305
|
|
|
28
|
|
|
December 31,
|
||||||
(US$ in millions)
|
2018
|
|
2017
|
||||
Non-income tax claims
|
$
|
94
|
|
|
$
|
161
|
|
Labor claims
|
78
|
|
|
92
|
|
||
Civil and other claims
|
95
|
|
|
103
|
|
||
Total
|
$
|
267
|
|
|
$
|
356
|
|
|
|
December 31,
|
|||||
(US$ in millions)
|
Years Examined
|
2018
|
2017
|
||||
ICMS
|
1990 to Present
|
$
|
264
|
|
$
|
281
|
|
PIS/COFINS
|
2004 through 2015
|
$
|
231
|
|
$
|
200
|
|
(US$ in millions)
|
Maximum
Potential
Future
Payments
|
||
Unconsolidated affiliates guarantee
(1)(2)
|
$
|
288
|
|
Residual value guarantee
(3)
|
269
|
|
|
Total
|
$
|
557
|
|
|
(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, a Bunge subsidiary has guaranteed the obligations of two of its affiliates and in connection therewith has secured its guarantee obligations through a pledge of one of its affiliate's shares plus loans receivable from the affiliate to the financial institutions in the event that the guaranteed obligations are enforced. Based on the amounts drawn under such debt facilities at
December 31, 2018
, Bunge's potential liability was
$141 million
, and it has recorded a
$17 million
obligation related to these guarantees.
|
(2)
|
Bunge has issued guarantees to certain third parties related to performance of its unconsolidated affiliates.
The terms of the guarantees are equal to the completion date of a port terminal which is expected to be completed in 2020
. There are no recourse provisions or collateral that would enable Bunge to recover any amounts paid under these guarantees. At
December 31, 2018
, Bunge's maximum potential future payments under these guarantees was
$70 million
, and
no
obligation has been recorded related to these guarantees.
|
(3)
|
Bunge has issued guarantees to certain financial institutions which are party to certain operating lease arrangements for railcars and barges. These guarantees provide for a minimum residual value to be received by the lessor at conclusion of the lease term. These leases expire at various dates from
2019 through 2024
. At
December 31, 2018
, Bunge's recorded obligation related to these guarantees was
$1 million
.
|
(US$ in millions)
|
Ocean
Freight
Vessels
|
|
Railroad
Services
|
|
Minimum
Payment
Obligations
|
||||||
2019
|
$
|
172
|
|
|
$
|
42
|
|
|
$
|
214
|
|
2020 and 2021
|
176
|
|
|
55
|
|
|
231
|
|
|||
2022 and 2023
|
121
|
|
|
55
|
|
|
176
|
|
|||
2024 and thereafter
|
37
|
|
|
28
|
|
|
65
|
|
|||
Total
|
$
|
506
|
|
|
$
|
180
|
|
|
$
|
686
|
|
(US$ in millions)
|
Foreign Exchange Translation
Adjustment
(1)
|
|
Deferred
Gains (Losses)
on Hedging
Activities
|
|
Pension and
Other
Postretirement
Liability
Adjustments
|
|
Unrealized
Gains (Losses)
on
Investments
|
|
Accumulated Other Comprehensive
Income (Loss)
|
||||||||||
Balance January 1, 2016
|
$
|
(6,443
|
)
|
|
$
|
214
|
|
|
(134
|
)
|
|
3
|
|
|
(6,360
|
)
|
|||
Other comprehensive income (loss) before reclassifications
|
709
|
|
|
(305
|
)
|
|
(11
|
)
|
|
—
|
|
|
393
|
|
|||||
Amount reclassified from accumulated other comprehensive income
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||||
Net-current period other comprehensive income (loss)
|
709
|
|
|
(316
|
)
|
|
(11
|
)
|
|
—
|
|
|
382
|
|
|||||
Balance, December 31, 2016
|
(5,734
|
)
|
|
$
|
(102
|
)
|
|
(145
|
)
|
|
3
|
|
|
(5,978
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
187
|
|
|
(105
|
)
|
|
5
|
|
|
2
|
|
|
89
|
|
|||||
Amount reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
(37
|
)
|
|
—
|
|
|
(4
|
)
|
|
(41
|
)
|
|||||
Net-current period other comprehensive income (loss)
|
187
|
|
|
(142
|
)
|
|
5
|
|
|
(2
|
)
|
|
48
|
|
|||||
Balance, December 31, 2017
|
(5,547
|
)
|
|
$
|
(244
|
)
|
|
(140
|
)
|
|
1
|
|
|
(5,930
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
(1,119
|
)
|
|
99
|
|
|
(16
|
)
|
|
—
|
|
|
(1,036
|
)
|
|||||
Amount reclassified from accumulated other comprehensive income (loss)
|
29
|
|
|
—
|
|
|
3
|
|
|
(1
|
)
|
|
31
|
|
|||||
Net-current period other comprehensive income (loss)
|
(1,090
|
)
|
|
99
|
|
|
(13
|
)
|
|
(1
|
)
|
|
(1,005
|
)
|
|||||
Balance, December 31, 2018
|
$
|
(6,637
|
)
|
|
$
|
(145
|
)
|
|
$
|
(153
|
)
|
|
$
|
—
|
|
|
$
|
(6,935
|
)
|
|
(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. During the second quarter of
2018
, it was determined that Argentina's economy should be considered highly inflationary, and as such, beginning on
July 1, 2018
, Bunge's Argentine subsidiaries changed their functional currency from Argentine
peso
to the U.S. Dollar. The assets and liabilities of these subsidiaries are translated into U.S. dollars from 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 income (loss). This change in functional currency did not have a material impact on Bunge's consolidated financial statements.
|
|
Year Ended December 31,
|
||||||||||
(US$ in millions, except for share data)
|
2018
|
|
2017
|
|
2016
|
||||||
Income from continuing operations
|
$
|
277
|
|
|
$
|
174
|
|
|
$
|
776
|
|
Net (income) attributable to noncontrolling interests
|
(20
|
)
|
|
(14
|
)
|
|
(22
|
)
|
|||
Income from continuing operations attributable to Bunge
|
257
|
|
|
160
|
|
|
754
|
|
|||
Other redeemable obligations
(1)
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
Convertible preference share dividends
|
(34
|
)
|
|
(34
|
)
|
|
(34
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
10
|
|
|
—
|
|
|
(9
|
)
|
|||
Net income available to Bunge common shareholders - Basic
|
233
|
|
|
126
|
|
|
709
|
|
|||
Add back convertible preference share dividends
|
—
|
|
|
—
|
|
|
34
|
|
|||
Net income available to Bunge common shareholders - Diluted
|
$
|
233
|
|
|
$
|
126
|
|
|
$
|
743
|
|
|
|
|
|
|
|
||||||
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
|||
Basic
|
140,968,980
|
|
|
140,365,549
|
|
|
139,845,124
|
|
|||
Effect of dilutive shares:
|
|
|
|
|
|
|
|
|
|||
—stock options and awards
(2)
|
734,803
|
|
|
899,528
|
|
|
441,521
|
|
|||
—convertible preference shares
(3)
|
—
|
|
|
—
|
|
|
7,939,830
|
|
|||
Diluted
|
141,703,783
|
|
|
141,265,077
|
|
|
148,226,475
|
|
|||
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|||
Net income (loss) from continuing operations
|
$
|
1.58
|
|
|
$
|
0.90
|
|
|
$
|
5.13
|
|
Net income (loss) from discontinued operations
|
0.07
|
|
|
—
|
|
|
(0.06
|
)
|
|||
Net income (loss) attributable to Bunge common shareholders—basic
|
$
|
1.65
|
|
|
$
|
0.90
|
|
|
$
|
5.07
|
|
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|||
Net income (loss) from continuing operations
|
$
|
1.57
|
|
|
$
|
0.89
|
|
|
$
|
5.07
|
|
Net income (loss) from discontinued operations
|
0.07
|
|
|
—
|
|
|
(0.06
|
)
|
|||
Net income (loss) attributable to Bunge common shareholders—diluted
|
$
|
1.64
|
|
|
$
|
0.89
|
|
|
$
|
5.01
|
|
|
(1)
|
Accretion of redeemable noncontrolling interest of
$0 million
,
$0 million
and
$2 million
for the years ended
December 31,
2018
,
2017
and
2016
, respectively, related to a non-fair value variable put arrangement whereby the noncontrolling interest holder may have required Bunge to purchase the remaining shares of an oilseed processing operation in Central and Eastern Europe. As further discussed in Note 22, during the
second
quarter of
2016
Bunge exercised its call option for their
45%
interest in the joint venture for approximately
$39 million
. The transaction concluded in
September 2016
. Accretion for the respective periods includes the effect of losses incurred by the operations for the year ended
December 31,
2016
.
|
(2)
|
The weighted-average common shares outstanding-diluted excludes approximately
4 million
,
4 million
and
4 million
stock options and 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,
2018
,
2017
and
2016
, respectively.
|
(3)
|
Weighted-average common share outstanding-diluted for the years ended
December 31,
2018
and
2017
excludes approximately
8 million
weighted-average common shares that are issuable upon conversion of the convertible preference shares that were not dilutive and not included in the weighted-average number of common shares outstanding, respectively.
|
|
December 31,
|
|||||||
Assumptions:
|
2018
|
|
2017
|
|
2016
|
|||
Expected option term (in years)
|
6.31
|
|
|
5.86
|
|
|
5.67
|
|
Expected dividend yield
|
2.44
|
%
|
|
2.09
|
%
|
|
3.04
|
%
|
Expected volatility
|
25.57
|
%
|
|
24.85
|
%
|
|
26.06
|
%
|
Risk-free interest rate
|
2.75
|
%
|
|
2.21
|
%
|
|
1.41
|
%
|
Options
|
Shares
|
|
Weighted-Average
Exercise Price
|
|
Weighted-Average
Remaining
Contractual
Term (Years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at January 1, 2018
|
6,216,570
|
|
|
$
|
71.88
|
|
|
|
|
|
|
|
Granted
|
718,500
|
|
|
$
|
75.99
|
|
|
|
|
|
|
|
Exercised
|
(222,844
|
)
|
|
$
|
54.79
|
|
|
|
|
|
|
|
Forfeited or expired
|
(589,922
|
)
|
|
$
|
92.47
|
|
|
|
|
|
|
|
Outstanding at December 31, 2018
|
6,122,304
|
|
|
$
|
70.93
|
|
|
5.52
|
|
$
|
4
|
|
Exercisable at December 31, 2018
|
4,347,213
|
|
|
$
|
70.34
|
|
|
4.38
|
|
$
|
3
|
|
|
(1)
|
Includes accrued unvested dividends, which are payable in Bunge's common shares upon vesting of underlying restricted stock units.
|
(2)
|
During the year ended December 31,
2018
, Bunge issued
241,055
common shares, net of common shares withheld to cover taxes, including related common shares representing accrued dividends, with a weighted-average fair value of
$75.93
per share. During the year ended December 31,
2018
,
87,284
performance-based restricted stock units vested. During the year ended December 31,
2018
, Bunge canceled approximately
78,710
shares related to performance-based restricted stock unit awards that did not vest due to non-achievement of performance targets.
|
(US$ in millions)
|
Minimum
Lease Payments |
||
2019
|
$
|
134
|
|
2020
|
107
|
|
|
2021
|
84
|
|
|
2022
|
58
|
|
|
2023
|
48
|
|
|
Thereafter
|
126
|
|
|
Total
(1)
|
$
|
557
|
|
|
Year Ended
December 31, |
||||||||||
(US$ in millions)
|
2018
|
|
2017
(1)
|
|
2016
|
||||||
Rent expense
|
$
|
158
|
|
|
$
|
175
|
|
|
$
|
213
|
|
Sublease income
|
(10
|
)
|
|
(9
|
)
|
|
(9
|
)
|
|||
Net rent expense
|
$
|
148
|
|
|
$
|
166
|
|
|
$
|
204
|
|
(US$ in millions)
|
Agribusiness
|
|
Edible Oil
Products
|
|
Milling
Products
|
|
Sugar and
Bioenergy
|
|
Fertilizer
|
|
Discontinued
Operations &
Unallocated
(1)
|
|
Total
|
||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net sales to external customers
|
$
|
32,206
|
|
|
$
|
9,129
|
|
|
$
|
1,691
|
|
|
$
|
2,257
|
|
|
$
|
460
|
|
|
$
|
—
|
|
|
$
|
45,743
|
|
Inter—segment revenues
|
4,641
|
|
|
161
|
|
|
—
|
|
|
19
|
|
|
2
|
|
|
(4,823
|
)
|
|
—
|
|
|||||||
Foreign exchange gains (losses)
|
(104
|
)
|
|
—
|
|
|
2
|
|
|
7
|
|
|
(6
|
)
|
|
—
|
|
|
(101
|
)
|
|||||||
Noncontrolling interests
(1)
|
(14
|
)
|
|
(12
|
)
|
|
—
|
|
|
1
|
|
|
(2
|
)
|
|
7
|
|
|
(20
|
)
|
|||||||
Other income (expense)—net
|
79
|
|
|
(8
|
)
|
|
(3
|
)
|
|
4
|
|
|
—
|
|
|
(24
|
)
|
|
48
|
|
|||||||
Segment EBIT
(3)
|
645
|
|
|
122
|
|
|
90
|
|
|
(135
|
)
|
|
39
|
|
|
(24
|
)
|
|
737
|
|
|||||||
Discontinued operations
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
10
|
|
|||||||
Depreciation, depletion and amortization
|
(257
|
)
|
|
(153
|
)
|
|
(58
|
)
|
|
(146
|
)
|
|
(8
|
)
|
|
—
|
|
|
(622
|
)
|
|||||||
Investments in affiliates
|
406
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
451
|
|
|||||||
Total assets
|
11,865
|
|
|
3,940
|
|
|
1,448
|
|
|
1,681
|
|
|
330
|
|
|
161
|
|
|
19,425
|
|
|||||||
Capital expenditures
|
219
|
|
|
129
|
|
|
23
|
|
|
110
|
|
|
5
|
|
|
7
|
|
|
493
|
|
|||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net sales to external customers
|
$
|
31,741
|
|
|
$
|
8,018
|
|
|
$
|
1,575
|
|
|
$
|
4,054
|
|
|
$
|
406
|
|
|
$
|
—
|
|
|
$
|
45,794
|
|
Inter—segment revenues
|
4,323
|
|
|
154
|
|
|
5
|
|
|
45
|
|
|
4
|
|
|
(4,531
|
)
|
|
—
|
|
|||||||
Foreign exchange gains (losses)
|
85
|
|
|
3
|
|
|
(3
|
)
|
|
11
|
|
|
(1
|
)
|
|
—
|
|
|
95
|
|
|||||||
Noncontrolling interests
(1)
|
(9
|
)
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
5
|
|
|
(14
|
)
|
|||||||
Other income (expense)—net
|
56
|
|
|
(7
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
40
|
|
|||||||
Segment EBIT
(4)
|
256
|
|
|
126
|
|
|
63
|
|
|
(12
|
)
|
|
3
|
|
|
—
|
|
|
436
|
|
|||||||
Discontinued operations
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Depreciation, depletion and amortization
|
(267
|
)
|
|
(105
|
)
|
|
(61
|
)
|
|
(164
|
)
|
|
(12
|
)
|
|
—
|
|
|
(609
|
)
|
|||||||
Investments in affiliates
|
411
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
461
|
|
|||||||
Total assets
|
12,094
|
|
|
2,610
|
|
|
1,460
|
|
|
2,195
|
|
|
330
|
|
|
182
|
|
|
18,871
|
|
|||||||
Capital expenditures
|
318
|
|
|
136
|
|
|
45
|
|
|
139
|
|
|
9
|
|
|
15
|
|
|
662
|
|
|||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net sales to external customers
|
$
|
30,061
|
|
|
$
|
6,859
|
|
|
$
|
1,647
|
|
|
$
|
3,709
|
|
|
$
|
403
|
|
|
$
|
—
|
|
|
$
|
42,679
|
|
Inter—segment revenues
|
3,867
|
|
|
115
|
|
|
9
|
|
|
13
|
|
|
—
|
|
|
(4,004
|
)
|
|
—
|
|
|||||||
Foreign exchange gains (losses)
|
(7
|
)
|
|
(1
|
)
|
|
(7
|
)
|
|
9
|
|
|
(2
|
)
|
|
—
|
|
|
(8
|
)
|
|||||||
Noncontrolling interests
(1)
|
(21
|
)
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
14
|
|
|
(22
|
)
|
|||||||
Other income (expense)—net
|
22
|
|
|
7
|
|
|
(4
|
)
|
|
(16
|
)
|
|
1
|
|
|
—
|
|
|
10
|
|
|||||||
Segment EBIT
(5)
|
875
|
|
|
112
|
|
|
131
|
|
|
(4
|
)
|
|
29
|
|
|
—
|
|
|
1,143
|
|
|||||||
Discontinued operations
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
|||||||
Depreciation, depletion and amortization
|
(236
|
)
|
|
(94
|
)
|
|
(62
|
)
|
|
(143
|
)
|
|
(12
|
)
|
|
—
|
|
|
(547
|
)
|
|||||||
Investments in affiliates
|
325
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
—
|
|
|
373
|
|
|||||||
Total assets
|
12,159
|
|
|
2,329
|
|
|
1,444
|
|
|
2,754
|
|
|
318
|
|
|
184
|
|
|
19,188
|
|
|||||||
Capital expenditures
|
421
|
|
|
108
|
|
|
75
|
|
|
131
|
|
|
16
|
|
|
33
|
|
|
784
|
|
|
(1)
|
Includes the noncontrolling interests' share of interest and tax to reconcile to consolidated noncontrolling interests.
|
(2)
|
Represents net income (loss) from discontinued operations.
|
(3)
|
2018
EBIT includes a
$16 million
loss in the Sugar & Bioenergy segment and a
$10 million
loss in the Agribusiness segment, due to the dispositions of certain equity investments, which are recorded in other income (expense)-net. In addition, Bunge recorded pre-tax, impairment charges of
$18 million
, of which
$7 million
,
$10 million
and
$1 million
are in selling, general and administrative expenses, cost of goods sold and other income (expense)—net, respectively. Of these pre-tax impairment charges,
$12 million
was allocated to Agribusiness,
$5 million
to Sugar and Bioenergy and
$1 million
to Edible Oil Products.
|
(4)
|
2017
EBIT includes a
$9 million
gain related to the disposition of a subsidiary in the Agribusiness segment in Brazil, which is recorded in other income (expense)-net. In addition, Bunge recorded pre-tax, impairment charges of
$52 million
, of which
$19 million
,
$16 million
and
$17 million
are in selling, general and administrative expenses, cost of goods sold and other income (expense)—net, respectively. Of these pre-tax impairment charges,
$41 million
was allocated to Agribusiness,
$7 million
to Sugar and Bioenergy,
$3 million
to Edible Oil Products, and
$1 million
to Milling Products.
|
(5)
|
2016
EBIT includes
$122 million
of gains related to disposition of equity interest in operations in Agribusiness, recorded in other income (expense)-net. In addition, Bunge recorded pre-tax impairment charges of
$72 million
,
$9 million
and $
6 million
in other income (expense)-net, cost of goods sold and selling, general and administrative expenses, respectively. Of these pre-tax impairment charges,
$46 million
was allocated to Sugar and Bioenergy,
$29 million
to Agribusiness,
$9 million
to Fertilizer,
$2 million
Edible Oils and
$1 million
to Milling Products.
|
|
Year Ended December 31,
|
||||||||||
(US$ in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Total segment EBIT from continuing operations
|
$
|
737
|
|
|
$
|
436
|
|
|
$
|
1,143
|
|
Interest income
|
31
|
|
|
38
|
|
|
51
|
|
|||
Interest expense
|
(339
|
)
|
|
(263
|
)
|
|
(234
|
)
|
|||
Income tax (expense) benefit
|
(179
|
)
|
|
(56
|
)
|
|
(220
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
10
|
|
|
—
|
|
|
(9
|
)
|
|||
Noncontrolling interests' share of interest and tax
|
7
|
|
|
5
|
|
|
14
|
|
|||
Net income attributable to Bunge
|
$
|
267
|
|
|
$
|
160
|
|
|
$
|
745
|
|
|
Year Ended December 31,
|
||||||||||
(US$ in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Agricultural Commodity Products
|
$
|
32,206
|
|
|
$
|
31,741
|
|
|
$
|
30,061
|
|
Edible Oil Products
|
9,129
|
|
|
8,018
|
|
|
6,859
|
|
|||
Wheat Milling Products
|
1,037
|
|
|
988
|
|
|
1,079
|
|
|||
Corn Milling Products
|
654
|
|
|
587
|
|
|
568
|
|
|||
Sugar and Bioenergy Products
|
2,257
|
|
|
4,054
|
|
|
3,709
|
|
|||
Fertilizer Products
|
460
|
|
|
406
|
|
|
403
|
|
|||
Total
|
$
|
45,743
|
|
|
$
|
45,794
|
|
|
$
|
42,679
|
|
|
Year Ended December 31,
|
||||||||||
(US$ in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales to external customers:
|
|
|
|
|
|
|
|
|
|||
Europe
|
$
|
17,802
|
|
|
$
|
16,313
|
|
|
$
|
14,238
|
|
United States
|
9,955
|
|
|
10,128
|
|
|
10,239
|
|
|||
Asia-Pacific
|
8,651
|
|
|
8,613
|
|
|
7,843
|
|
|||
Brazil
|
5,553
|
|
|
7,040
|
|
|
6,604
|
|
|||
Argentina
|
1,166
|
|
|
1,433
|
|
|
1,406
|
|
|||
Canada
|
1,216
|
|
|
1,114
|
|
|
1,120
|
|
|||
Rest of world
|
1,400
|
|
|
1,153
|
|
|
1,229
|
|
|||
Total
|
$
|
45,743
|
|
|
$
|
45,794
|
|
|
$
|
42,679
|
|
|
Year Ended December 31,
|
||||||||||
(US$ in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Long-lived assets
(1)
:
|
|
|
|
|
|
|
|
|
|||
Brazil
|
$
|
1,994
|
|
|
$
|
2,406
|
|
|
$
|
2,452
|
|
United States
|
1,561
|
|
|
1,267
|
|
|
1,249
|
|
|||
Europe
|
1,912
|
|
|
1,485
|
|
|
1,107
|
|
|||
Asia-Pacific
|
679
|
|
|
483
|
|
|
505
|
|
|||
Canada
|
401
|
|
|
440
|
|
|
378
|
|
|||
Argentina
|
161
|
|
|
216
|
|
|
189
|
|
|||
Rest of world
|
382
|
|
|
341
|
|
|
320
|
|
|||
Total
|
$
|
7,090
|
|
|
$
|
6,638
|
|
|
$
|
6,200
|
|
|
(1)
|
Long-lived assets include property, plant and equipment, net, goodwill and other intangible assets, net, investments in affiliates and non-current assets held for sale.
|
|
|
Twelve Months Ended December 31, 2018
|
||||||||||||||||||||||
(US$ in millions)
|
|
Agribusiness
|
|
Edible
Oil
Products
|
|
Milling
Products
|
|
Sugar and
Bioenergy
|
|
Fertilizer
|
|
Total
|
||||||||||||
Sales from other arrangements
|
|
$
|
31,040
|
|
|
$
|
1,818
|
|
|
$
|
65
|
|
|
$
|
1,568
|
|
|
$
|
—
|
|
|
$
|
34,491
|
|
Sales from contracts with customers
|
|
1,166
|
|
|
7,311
|
|
|
1,626
|
|
|
689
|
|
|
460
|
|
|
11,252
|
|
||||||
Net sales to external customers
|
|
$
|
32,206
|
|
|
$
|
9,129
|
|
|
$
|
1,691
|
|
|
$
|
2,257
|
|
|
$
|
460
|
|
|
$
|
45,743
|
|
|
Quarter
|
|
|
||||||||||||||||
(US$ in millions, except per share data)
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
$
|
10,641
|
|
|
$
|
12,147
|
|
|
$
|
11,412
|
|
|
$
|
11,543
|
|
|
$
|
45,743
|
|
Gross profit
|
384
|
|
|
542
|
|
|
918
|
|
|
422
|
|
|
2,266
|
|
|||||
Income (loss) from continuing operations
|
(17
|
)
|
|
(17
|
)
|
|
367
|
|
|
(56
|
)
|
|
277
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
(2
|
)
|
|
7
|
|
|
7
|
|
|
(2
|
)
|
|
10
|
|
|||||
Net income (loss)
|
(19
|
)
|
|
(10
|
)
|
|
374
|
|
|
(58
|
)
|
|
287
|
|
|||||
Net income (loss) attributable to Bunge
|
(21
|
)
|
|
(12
|
)
|
|
365
|
|
|
(65
|
)
|
|
267
|
|
|||||
Earnings (loss) per common share—basic
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss) from continuing operations
|
$
|
(0.20
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
2.48
|
|
|
$
|
(0.51
|
)
|
|
$
|
1.58
|
|
Net income (loss) from discontinued operations
|
(0.01
|
)
|
|
0.05
|
|
|
0.05
|
|
|
(0.01
|
)
|
|
0.07
|
|
|||||
Net income (loss) attributable to Bunge common shareholders
|
$
|
(0.21
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
2.53
|
|
|
$
|
(0.52
|
)
|
|
$
|
1.65
|
|
Earnings (loss) per common share—diluted
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss) from continuing operations
|
$
|
(0.20
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
2.39
|
|
|
$
|
(0.51
|
)
|
|
$
|
1.57
|
|
Net income (loss) from discontinued operations
|
(0.01
|
)
|
|
0.05
|
|
|
0.05
|
|
|
(0.01
|
)
|
|
0.07
|
|
|||||
Net income (loss) attributable to Bunge common shareholders
|
$
|
(0.21
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
2.44
|
|
|
$
|
(0.52
|
)
|
|
$
|
1.64
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
$
|
11,121
|
|
|
$
|
11,645
|
|
|
$
|
11,423
|
|
|
$
|
11,605
|
|
|
$
|
45,794
|
|
Gross profit
|
460
|
|
|
354
|
|
|
489
|
|
|
462
|
|
|
1,765
|
|
|||||
Income (loss) from continuing operations
|
54
|
|
|
81
|
|
|
92
|
|
|
(53
|
)
|
|
174
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
(6
|
)
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss)
|
48
|
|
|
87
|
|
|
92
|
|
|
(53
|
)
|
|
174
|
|
|||||
Net income (loss) attributable to Bunge
|
47
|
|
|
81
|
|
|
92
|
|
|
(60
|
)
|
|
160
|
|
|||||
Earnings (loss) per common share—basic
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss) from continuing operations
|
$
|
0.31
|
|
|
$
|
0.48
|
|
|
$
|
0.59
|
|
|
$
|
(0.48
|
)
|
|
$
|
0.90
|
|
Net income (loss) from discontinued operations
|
(0.04
|
)
|
|
0.04
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) attributable to Bunge common shareholders
|
$
|
0.27
|
|
|
$
|
0.52
|
|
|
$
|
0.59
|
|
|
$
|
(0.48
|
)
|
|
$
|
0.90
|
|
Earnings (loss) per common share—diluted
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss) from continuing operations
|
$
|
0.31
|
|
|
$
|
0.48
|
|
|
$
|
0.59
|
|
|
$
|
(0.48
|
)
|
|
$
|
0.89
|
|
Net income (loss) from discontinued operations
|
(0.04
|
)
|
|
0.03
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss) attributable to Bunge common shareholders
|
$
|
0.27
|
|
|
$
|
0.51
|
|
|
$
|
0.59
|
|
|
$
|
(0.48
|
)
|
|
$
|
0.89
|
|
|
(1)
|
Earnings per share attributable to Bunge common 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,
2018
and
2017
may not equal the total computed for the year.
|
|
|
BUNGE LIMITED
|
||
Dated:
|
February 22, 2019
|
By:
|
|
/s/ THOMAS M. BOEHLERT
Thomas M. Boehlert
Chief Financial Officer
|
February 22, 2019
|
By:
|
|
/s/ GREGORY A. HECKMAN
Gregory A. Heckman
Acting
Chief Executive Officer and Director
|
February 22, 2019
|
By:
|
|
/s/ THOMAS M. BOEHLERT
Thomas Boehlert
Chief Financial Officer
|
February 22, 2019
|
By:
|
|
/s/ J. MATT SIMMONS, JR.
J. Matt Simmons, Jr.
Controller and Principal Accounting Officer
|
February 22, 2019
|
By:
|
|
/s/ VINITA BALI
Vinita Bali Director |
February 22, 2019
|
By:
|
|
/s/ ENRIQUE H. BOILINI
Enrique H. Boilini
Director
|
February 22, 2019
|
By:
|
|
/s/ PAUL CORNET DE WAYS-RUART
Paul Cornet De Ways-Ruart
Director
|
February 22, 2019
|
By:
|
|
/s/ ANDREW FERRIER
Andrew Ferrier Director |
February 22, 2019
|
By:
|
|
/s/ PAUL FRIBOURG
Paul Fribourg
Director
|
February 22, 2019
|
By:
|
|
/s/ KATHLEEN W. HYLE
Kathleen W. Hyle
Director and Chair of the Board of Directors
|
February 22, 2019
|
By:
|
|
/s/ L. PATRICK LUPO
L. Patrick Lupo
Director
|
February 22, 2019
|
By:
|
|
/s/ JOHN E. MCGLADE
John E. McGlade
Director
|
February 22, 2019
|
By:
|
|
/s/ HENRY W. WINSHIP
Henry W. Winship Director |
February 22, 2019
|
By:
|
|
/s/ MARK N. ZENUK
Mark N. Zenuk Director |
Dated January 12, 2018
|
(1)
BUNGE SECURITIZATION B.V.
,
as Seller
(2)
KONINKLIJKE BUNGE B.V.
, as Master Servicer
(3)
COÖPERATIEVE RABOBANK U.A.
, as Administrative Agent, Committed Purchaser and Purchaser Agent and on behalf of the other Committed Purchasers, the other Purchaser Agents and the Conduit Purchasers
(4)
BUNGE LIMITED
, as Performance Undertaking Provider
|
THIRTEENTH AMENDMENT TO THE RECEIVABLES TRANSFER AGREEMENT
|
1.
|
Definitions and interpretation 1
|
2.
|
Amendment of the Receivables Transfer Agreement 2
|
3.
|
Representations 5
|
4.
|
Continuance 7
|
5.
|
Further Assurance 7
|
6.
|
Notices, etc 7
|
7.
|
Execution in counterparts 7
|
8.
|
Governing law; submission to jurisdiction 7
|
9.
|
No proceeding; limited recourse 8
|
(1)
|
BUNGE SECURITIZATION B.V.
, a private limited liability company organized under the laws of the Netherlands, as Seller (the “
Seller
”);
|
(2)
|
KONINKLIJKE BUNGE B.V.
, a private limited liability company organized under the laws of the Netherlands, as Master Servicer (the “
Master Servicer
”);
|
(3)
|
COÖPERATIEVE RABOBANK U.A.
, as Administrative Agent (the “
Administrative Agent
”), Committed Purchaser and Purchaser Agent and on behalf of the other Committed Purchasers, the other Purchaser Agents, and the Conduit Purchasers; and
|
(4)
|
BUNGE LIMITED
, a company formed under the laws of Bermuda, as Performance Undertaking Provider (the “
Performance Undertaking Provider
”),
|
(A)
|
This Amendment is supplemental to and amends the receivables transfer agreement dated June 1, 2011 (as amended and restated on May 26, 2016, as further amended on June 30, 2016, October 11, 2016, May 31, 2017 and October 31, 2017) made among the Parties to this Amendment (the
"Receivables Transfer Agreement"
).
|
(B)
|
The Parties have agreed to further amend the Receivables Transfer Agreement on the terms set out below.
|
(C)
|
This Amendment is a Transaction Document as defined in the Receivables Transfer Agreement.
|
1.
|
DEFINITIONS AND INTERPRETATION
|
2.
|
AMENDMENT OF THE RECEIVABLES TRANSFER AGREEMENT
|
3.
|
REPRESENTATIONS
|
4.
|
CONTINUANCE
|
5.
|
FURTHER ASSURANCE
|
6.
|
NOTICES, ETC.
|
7.
|
EXECUTION IN COUNTERPARTS
|
8.
|
GOVERNING LAW; SUBMISSION TO JURISDICTION
|
(a)
|
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
|
(b)
|
Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment. Each party hereto hereby irrevocably waives, to the fullest extent that it may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
|
9.
|
NO PROCEEDING; LIMITED RECOURSE
|
(a)
|
Each of the parties hereto hereby agrees that (i) it will not institute against any Conduit Purchaser any proceeding of the type referred to in the definition of Event of Bankruptcy until there shall have elapsed two years plus one day since the Final Payout Date and (ii) notwithstanding anything contained herein or in any other Transaction Document to the contrary, the obligations of the Conduit Purchasers under the Transaction Documents are solely the corporate obligations of the Conduit Purchasers and shall be payable solely to the extent of funds which are received by the Conduit Purchasers pursuant to the Transaction Documents and available for such payment in accordance with the terms of the Transaction Documents and shall be non-recourse other than with respect to such available funds and, without limiting this Section 11, if ever and until such time as any Conduit Purchaser has sufficient funds to pay such obligation shall not constitute a claim against such Conduit Purchaser.
|
(b)
|
No recourse under any obligation, covenant or agreement of any Conduit Purchaser contained in this Amendment or any other Transaction Document shall be had against any incorporator, stockholder, officer, director, member, manager, employee or agent of such Conduit Purchaser by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Amendment and the other Transaction Documents are solely a corporate obligation of such Conduit Purchaser, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of such Conduit Purchaser or any of them under or by reason of any of the obligations, covenants or agreements of such Conduit Purchaser contained in this Amendment or any other Transaction Document, or implied therefrom, and that any and all personal liability for breaches by such Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Amendment;
provided
that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or fraudulent omissions made by them.
|
Dated February 19, 2019
|
(1)
BUNGE SECURITIZATION B.V.
,
as Seller
(2)
KONINKLIJKE BUNGE B.V.
, as Master Servicer and Subordinated Lender
(3)
The Conduit Purchasers party hereto
(4) The Committed Purchasers party hereto
(5) The Purchaser Agents party hereto
(6)
COÖPERATIEVE RABOBANK U.A.
, as Administrative Agent, Committed Purchaser and Purchaser Agent and on behalf of its Conduit Purchaser
(7)
BUNGE LIMITED
, as Performance Undertaking Provider
(8) The Originators party hereto
(9) The Intermediate Transferors party hereto
|
FOURTEENTH AMENDMENT TO THE RECEIVABLES TRANSFER AGREEMENT
|
1.
|
Definitions and interpretation 1
|
2.
|
Amendment of the Receivables Transfer Agreement 2
|
3.
|
Representations 8
|
4.
|
Continuance 8
|
5.
|
Further Assurance 8
|
6.
|
Conditions Precedent 8
|
7.
|
Rabobank Assignment and Acceptance 9
|
8.
|
Reaffirmation of Performance Undertaking 9
|
9.
|
Reaffirmation of Security Interests 10
|
10
|
Transparency Requirements for Originators 10
|
11.
|
Joinder of Subordinated Lender 10
|
12.
|
Notices, etc 11
|
13.
|
Execution in counterparts 11
|
14.
|
Governing law; submission to jurisdiction 11
|
15.
|
No proceeding; limited recourse 11
|
(1)
|
BUNGE SECURITIZATION B.V.
, a private limited liability company organized under the laws of the Netherlands, as Seller (the “
Seller
”);
|
(2)
|
KONINKLIJKE BUNGE B.V.
, a private limited liability company organized under the laws of the Netherlands, as Master Servicer (the “
Master Servicer
”) and Subordinated Lender (the “
Subordinated Lender
”);
|
(3)
|
the Conduit Purchasers party hereto (the “
Conduit Purchasers
”);
|
(4)
|
the Committed Purchasers party hereto (the “
Committed Purchasers
”);
|
(5)
|
the Purchaser Agents party hereto (the “
Purchaser Agents
”);
|
(6)
|
COÖPERATIEVE RABOBANK U.A.
, as Administrative Agent (the “
Administrative Agent
”), Committed Purchaser and Purchaser Agent;
|
(7)
|
BUNGE LIMITED
, a company formed under the laws of Bermuda, as Performance Undertaking Provider (the “
Performance Undertaking Provider
”);
|
(8)
|
the Originators party hereto (the “
Originators
”); and
|
(9)
|
the Intermediate Transferors party hereto (the “
Intermediate Transferors
”),
|
(A)
|
This Amendment is supplemental to and amends the receivables transfer agreement dated June 1, 2011 (as amended and restated on May 26, 2016, as further amended on June 30, 2016, October 11, 2016, May 31, 2017, October 31, 2017 and January 12, 2018) made among the Parties to this Amendment (the
"Receivables Transfer Agreement"
).
|
(B)
|
The Parties have agreed to further amend the Receivables Transfer Agreement on the terms set out below.
|
(C)
|
This Amendment is a Transaction Document as defined in the Receivables Transfer Agreement.
|
1.
|
DEFINITIONS AND INTERPRETATION
|
2.
|
AMENDMENT OF THE RECEIVABLES TRANSFER AGREEMENT
|
2.13
|
Inability to determine Eurocurrency Rate.
|
(i)
|
the applicable Purchaser Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining on a timely basis the Adjusted Eurocurrency Rate or the Eurocurrency Rate, as applicable, for such Tranche Period; or
|
(ii)
|
the applicable Purchaser Agent determines that the Adjusted Eurocurrency Rate or the Eurocurrency Rate, as applicable, for such Tranche Period will not adequately and fairly reflect the cost to the applicable Purchasers of making or maintaining the related Tranche for such Tranche Period;
|
(i)
|
hold and retain a material net economic interest in the securitization comprised in the Transaction Documents in an amount equal to at least five percent (5.00%) in the form of the retention of the first loss tranche in accordance with option (d) of Article 6(3) of the Securitisation Regulation and the related provisions of the Securitisation Regulation Rules (together, the “
Risk Retention Requirements”
) by its provision of the Subordinated Loan to the Seller;
|
(ii)
|
not change the manner or form in which it retains such net economic interest, except to the extent permitted under the text of the Securitisation Regulation Rules;
|
(iii)
|
not transfer, sell or hedge or otherwise enter into any credit risk mitigation, short position or any other credit risk hedge with respect to such net economic interest, except to the extent permitted under the Securitisation Regulation Rules;
|
(iv)
|
at all times confirm, promptly upon the written request of the Seller, the continued compliance with clauses (i), (ii) and (iii) above; and
|
(v)
|
promptly notify the Seller and the Administrative Agent if for any reason it (A) ceases to hold the retention in accordance with the requirements of this Agreement or (B) fails to comply with the covenants set out in this Agreement in respect of the retention.
|
3.
|
REPRESENTATIONS
|
4.
|
CONTINUANCE
|
5.
|
FURTHER ASSURANCE
|
6.
|
CONDITIONS PRECEDENT
|
(a)
|
The Administrative Agent shall have received the following, duly executed by all parties thereto:
|
(i)
|
this Amendment;
|
(ii)
|
the Third Amendment to the Servicing Agreement, dated on or about the date hereof, among the Seller, the U.S. Intermediate Transferor, the Italian Intermediate Transferor, the Hungarian Intermediate Transferor, the Master Servicer, the Sub-Servicers, the Committed Purchasers and the Administrative Agent (the “
Third Amendment to the Servicing Agreement
”);
|
(iii)
|
the Purchaser Agent Fee Letter, dated on or about the date hereof, among the Seller, the Performance Undertaking Provider, the Administrative Agent and the Purchaser Agents;
|
(iv)
|
the Accordion Increase Certificate, dated on or about the date hereof, among the Seller, the Committed Purchasers and the Administrative Agent; and
|
(v)
|
the Assignment and Acceptance, dated on or about the date hereof (the “
Rabobank Assignment and Acceptance
”), between Nieuw Amsterdam Receivables Corporation B.V. (“
Nieuw Amsterdam
”), as assignor, and Coöperatieve Rabobank U.A., as assignee.
|
(b)
|
The Seller shall have paid the Upfront Fee (as defined in the Purchaser Agent Fee Letter) pursuant to the terms thereof.
|
7.
|
RABOBANK ASSIGNMENT AND ACCEPTANCE
|
(a)
|
Nieuw Amsterdam shall have no right to make any Investments under the Receivables Transfer Agreement;
|
(b)
|
Nieuw Amsterdam shall have no rights under Section 2.2(b) (
Conduit Purchaser Acceptance or Rejection
) or Section 2.2(c) (
Committed Purchaser’s Commitment
) of the Receivables Transfer Agreement;
|
(c)
|
Rabobank, as Purchaser Agent, shall not have any obligations under Section 2.2(b) (
Conduit Purchaser Acceptance or Rejection
) of the Receivables Transfer Agreement;
|
(d)
|
the words “If a Conduit Purchaser rejects an Investment Request,” and “that would otherwise be made by such Conduit Purchaser” in Section 2.2(c) (
Committed Purchaser’s Commitment
) of the Receivables Transfer Agreement shall not apply with respect to Rabobank as Committed Purchaser; and
|
(e)
|
Nieuw Amsterdam shall have no other rights or obligations under the Receivables Transfer Agreement, including without limitation any right to vote or consent to any amendments or waivers or receive notices thereunder,
|
8.
|
REAFFIRMATION OF PERFORMANCE UNDERTAKING
|
9.
|
REAFFIRMATION OF SECURITY INTERESTS
|
10.
|
TRANSPARENCY REQUIREMENTS FOR ORIGINATORS
|
11.
|
JOINDER OF SUBORDINATED LENDER
|
12.
|
NOTICES, ETC.
|
13.
|
EXECUTION IN COUNTERPARTS
|
14.
|
GOVERNING LAW; SUBMISSION TO JURISDICTION
|
(a)
|
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
|
(b)
|
Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment. Each party hereto hereby irrevocably waives, to the fullest extent that it may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
|
15.
|
NO PROCEEDING; LIMITED RECOURSE
|
(a)
|
Each of the parties hereto hereby agrees that (i) it will not institute against any Conduit Purchaser any proceeding of the type referred to in the definition of Event of Bankruptcy until there shall have elapsed two years plus one day since the Final Payout Date and (ii) notwithstanding anything contained herein or in any other Transaction Document to the contrary, the obligations of the Conduit Purchasers under the Transaction Documents are solely the corporate obligations of the Conduit Purchasers and shall be payable solely to the extent of funds which are received by the Conduit Purchasers pursuant to the Transaction Documents and available for such payment in accordance with the terms of the Transaction Documents and shall be non-recourse other than with respect to such available funds and, without limiting this Section 15, if ever and until such time as any Conduit Purchaser has sufficient funds to pay such obligation shall not constitute a claim against such Conduit Purchaser.
|
(b)
|
No recourse under any obligation, covenant or agreement of any Committed Purchaser or Conduit Purchaser contained in this Amendment or any other Transaction Document shall be had against any incorporator, stockholder, officer, director, member, manager, employee or agent of such Committed Purchaser or Conduit Purchaser by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Amendment and the other Transaction Documents are solely a corporate obligation of such Committed Purchaser or Conduit Purchaser, and that no personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of such Committed Purchaser or Conduit Purchaser or any of them under or by reason of any of the obligations, covenants or agreements of such Committed Purchaser or Conduit Purchaser contained in this Amendment or any other Transaction Document, or implied therefrom, and that any and all personal liability for breaches by such Committed Purchaser or Conduit Purchaser of any of such obligations, covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this Amendment;
provided
that the foregoing shall not relieve any such Person from any liability it might otherwise have as a result of fraudulent actions taken or fraudulent omissions made by them.
|
SIGNED
for and on behalf of
MATCHPOINT FINANCE PUBLIC LIMITED COMPANY
by its lawfully appointed attorney
_Alessandro Bortolin
___________________
in the presence of:-
_/s/ Alessandro Bortolin ________________
(Witness’ Signature)
_
4
th
Floor, 25-28 Adelaide Road,
Dublin 2, Ireland ________________
(Witness’ Address)
_
Accountant
_______
(Witness’ Occupation)
|
(Matchpoint Finance Public Limited Company
by its attorney __
Brian McDonagh, Director
____)
|
Bermuda
|
Ceval Holdings Ltd.
|
Greenleaf, Ltd.
|
Bunge Finance Limited
|
Serrana Holdings Limited
|
Bunge Global Markets, Ltd.
|
Brunello Ltd.
|
Bunge Alpha, Ltd.
|
Bunge Central America Ltd.
|
International Produce Ltd.
|
Bunge Ventures Ltd
|
|
Cayman Islands
|
Bunge Trade Ltd.
|
Bunge International Commerce Ltd.
|
CCC Carbon Fund II Limited Partnership
|
Climate Change Capital International Limited
|
CCC Carbon Services
|
CCC Carbon General Partner II Limited
|
China Baldrick Investment Holding Limited
|
|
British Virgin Islands
|
Bunge Investment Management Limited
|
CCC International Holdings Limited
|
Bunge Emissions Limited
|
Baldrick Holdings Limited
|
Allied Trend Limited
|
Kirchner Global Limited
|
|
United States of America
|
Bunge North America, Inc.
|
Bunge Milling, Inc.
|
The Crete Mills, Inc.
|
Bunge Holdings North America, Inc.
|
Bunge North America Capital, Inc.
|
Bunge Mextrade, L.L.C.
|
CSY Agri-Finance, Inc.
|
Bunge Oils, Inc.
|
Bunge North America (East), L.L.C.
|
Bunge North America (OPD West), Inc.
|
EGT, LLC
|
BNA Marine, LLC
|
HC Railroad, LLC
|
Morristown Grain Company, Incorporated
|
Bunge North America Foundation
|
Bunge Milling, LLC
|
Bunge North America Agrifoods, Inc.
|
Minsa Corporation
|
Bunge Chicago, Inc.
|
Bunge Global Markets, Inc.
|
Bunge Latin America, LLC
|
Bunge Management Services Inc.
|
Bunge N.A. Holdings, Inc.
|
Bunge Finance North America, Inc.
|
Bunge Funding, Inc.
|
Bunge Asset Funding Corp.
|
Bunge Limited Finance Corp.
|
Bunge Canada Investments, Inc.
|
Bunge Amorphic Solutions LLC
|
Bunge Global Innovation, LLC
|
Bunge Mexico Holdings, Inc.
|
Loders Croklaan USA, LLC
|
|
Canada
|
Bunge of Canada Ltd.
|
CF Oils Investments Inc.
|
Bunge Canada
|
Bunge Grain of Canada Inc.
|
Bunge Canada Holdings I Inc.
|
Bunge Canada Holdings IV Inc.
|
Loders Croklaan Canada Inc.
|
|
Mexico
|
Controladora Bunge, S.A. de C.V.
|
Inmobiliaria A. Gil, S.A.
|
Inmobiliaria Gilsa, S.A.
|
Servicios Bunge, S.A. de C.V.
|
Molinos Bunge, S.A. de C.V.
|
Bunge Comercial, S.A. de C.V.
|
Servicios Molinos Bunge de Mexico, S.A. de C.V.
|
|
Argentina
|
Terminal Bahia Blanca S.A.
|
Fertimport S.A.
|
Bunge Argentina S.A.
|
Bunge Inversiones S.A.
|
Bunge Minera S.A.
|
Terminal de Fertilizantes Argentinos SA
|
|
Brazil
|
Bunge Fertilizantes S.A.
|
Agroindustrial Santa Juliana Ltda.
|
Ramata Empreendimentos e Participações S.A.
|
Pedro Afonso Açúcar & Bioenergia Ltda.
|
Monteverde Agro-energetica S.A.
|
Monte Dourado Agropecuária S.A.
|
Bunge Açúcar e Bioenergia S/A
|
Usina Frutal Açúcar e Álcool Ltda
|
Usina Guariroba Ltda.
|
Usina Ouroeste Açúcar e Álcool Ltda.
|
Usina Itapagipe Açúcar e Álcool Ltda.
|
Bunge Alimentos S.A
|
Fertimport S.A.
|
Terminal Maritimo do Guaruja S.A. (TERMAG)
|
Loders Croklaan Latin America Comercio de Gorduras e Oleos Vegetais Ltda
|
|
Uruguay
|
Bunge Uruguay S.A.
|
Bunge Agritrade S.A.
|
Bunge Uruguay Agronegocios S.A.
|
Bunge Montevideo S.A.
|
|
Peru
|
Bunge Peru S.A.C.
|
|
Chile
|
Bunge Chile S.p.A.
|
|
Paraguay
|
Bunge Paraguay S.A.
|
|
Guatemala
|
BCA Servicios, S.A.
|
BLA Servicios, S.A.
|
|
Colombia
|
Bunge Colombia SAS.
|
|
Bolivia
|
Agroindustrias Bunge Bolívia S.A.
|
|
Australia
|
Bunge Agribusiness Australia Pty. Ltd.
|
Bunge Grain Services (Bunbury) Pty. Ltd.
|
Bunge Grains Services (Geelong) Pty. Ltd.
|
|
Southeast Asia
|
Bunge Asia Pte. Ltd.
|
PT. Bunge Agribusiness Indonesia
|
Bunge Agribusiness (M) Sdn. Bhd.
|
Bunge (Thailand) Ltd.
|
Grains and Industrial Products Trading Pte. Ltd.
|
Bunge Agribusiness Philippines Inc.
|
Bunge Subic Bay Trading Company Inc.
|
Bunge Loders Croklaan Oils Sdn Bhd
|
Bunge Lipid Enzymtec Sdn Bhd
|
Echo Commodities Pte. Ltd.
|
|
China
|
Bunge (Shanghai) Management Co., Ltd.
|
Bunge Sanwei Oil & Fat Co., Ltd.
|
Bunge (Nanjing) Grains and Oils Co.,Ltd.
|
Bunge Chia Tai (Tianjin) Grain and Oilseeds Ltd.
|
Zhongxin (Dalian) Investment Consulting Co., Ltd
|
Xinhui (Shanghai) Investment Consulting Co.,Ltd
|
Taixing Zhenhua Oils & Fats Co. Ltd.
|
Caprock Capital Ltd.
|
Greystone Ltd.
|
Long Great (Hong Kong) Ltd
|
Dalian Junyue Consulting Co., Ltd.
|
Nantong Junchen Business Consulting Co., Ltd
|
Dongguan Shenheng Grains and Oils Co., Ltd
|
Pebblestone Capital Ltd
|
Clydestone Capital Ltd.
|
Bunge (Tianjin) Management Service Co., Ltd
|
Yuanming (Tianjin) Investment CO., LTD
|
Qinyuan (Tianjin) Business Consulting CO., LTD
|
Qintang (Tianjin) Enterprise Management Consulting Co., Ltd
|
Tianjin Shuowei Foods Co., Ltd.
|
Bunge (Fujian) Investment Management Co., Ltd.
|
Xiamen Peiren Investment Management Co., Ltd.
|
Xiamen Junren Investment Management Co., Ltd.
|
Bunge Loders Croklaan Edible Oils (HK) Limited
|
Bunge Loders (Shanghai) Trading Co.; Ltd.
|
IOI (Xiamen) Edible Oils, Co. Ltd
|
|
Mauritius
|
Bunge Mauritius Ltd
|
Bunge Mauritius Holdings Limited
|
Bunge Senwes International. Ltd.
|
|
India
|
Bunge India Private Limited
|
Bunge India Trading Private Limited
|
Bunge Foods Private Limited
|
|
Vietnam
|
Baria Joint Stock Company of Services for Import Export of Agro-forestry Products and Fertilizers
|
|
Japan
|
Bunge Japan K.K.
|
|
United Kingdom
|
Bunge Corporation Ltd.
|
Bunge London Ltd.
|
Bunge UK Limited
|
Credit and Trading Company Limited
|
Climate Change Capital Group Limited
|
Climate Change Holdings Limited
|
Climate Change Capital Limited
|
Gulf Sugar Procurement Ltd
|
Climate Change Finance Limited
|
CCC Seed Capital (General Partner) Limited
|
CCP Carried Interest (GP) Limited
|
CCP Carried Interest LP
|
CCP Co-Invest (GP) Limited
|
Climate Change Capital Carbon Managed Account Ltd
|
|
Spain
|
Bunge Iberica S.A.U.
|
Bunge Investment Iberica S.L.U.
|
Moyresa Girasol S.L.U.
|
Biodiesel Bilbao S.L.
|
Bunge Iberica Finance S.L.U.
|
|
France
|
Bunge France S.A.S.
|
Bunge Holdings France S.A.S.
|
SSI Logistics
|
|
Holland
|
Koninklijke Bunge B.V.
|
Bunge Cooperatief U.A.
|
Bunge Brasil Holdings B.V.
|
Bunge Romania Coöperatief U.A.
|
Bunge Finance Europe B.V.
|
Bunge Netherlands B.V.
|
Bunge Loders Croklaan Nutrition B.V.
|
Bunge Loders Croklaan Oils B.V.
|
Bunge Loders Croklaan B.V.
|
Bunge Loders Croklaan USA B.V.
|
Bunge Loders Croklaan Group B.V.
|
|
Switzerland
|
Bunge S.A.
|
Oleina S.A.
|
Ecoinvest Carbon S.A.
|
Bunge Emissions Holdings S.A.R.L.
|
|
Germany
|
Bunge Handelsgesellschaft m.b.H.
|
Bunge Deutschland G.m.b.H.
|
Teutoburger Margarinewerke GmbH
|
Walter Rau Lebensmittelwerke G.m.b.H
|
Butella-Werk G.m.b.H.
|
Walter Rau Neusser Ol und Fett AG
|
Westfälische Lebensmittel werke Lindemann GmbH & Co. KG
|
|
Italy
|
Bunge Italia S.p.A.
|
Novaol S.r.l.
|
|
Turkey
|
Bunge Gida Sanayi ve Ticaret A.S.
|
|
Hungary
|
Bunge ZRT
|
Natura Margarin Kft.
|
|
Portugal
|
Bunge Iberica Portugal, S.A.
|
|
Luxembourg
|
Bunge Europe S.A.
|
Climate Change Capital Carbon Fund II S.à.r.l
|
|
Austria
|
Bunge Austria G.m.b.H.
|
|
Poland
|
Z.T. Kruszwica S.A.
|
Bunge Polska Sp. z o.o.
|
ZTK Property Management Sp. z o.o.
|
|
Russia
|
LLC Bunge CIS
|
Rostov Grain Terminal LLC
|
|
Ukraine
|
PJSC DOEP
|
Suntrade S.E.
|
LLC ElevatorTrade
|
Himtrans-Ukraine
|
Greentour-Ex LLC
|
LLC Railway Company “Greentrans”
|
LLC Unitrans
|
LLC European Transport Stevedoring Company
|
Nikpromtrans Lіmіted Lіabіlіty Company
|
New European Company LLC
|
|
Bulgaria
|
Kaliakra A.D.
|
|
Romania
|
Bunge Romania SRL
|
Bunge Danube Trading SRL
|
SC Unirea S.R.L.
|
Prio Extractie SRL
|
Prio Biocombustibil SRL
|
|
Cyprus
|
Bunge Cyprus Limited
|
|
Finland
|
Bunge Finland OY
|
|
Egypt
|
Bunge Egypt Agriculture SAE
|
Bunge Egypt Import & Export SAE
|
IOI Speciality Fats for Trade LLC
|
Loders Croklaan for Oils S.A.E.
|
|
South Africa
|
Bunge ZA (Pty) Ltd.
|
|
East Africa
|
Bunge East Africa Ltd.
|
|
United Arab Emirates
|
Universal Mercantile and Trading DMCC
|
|
West Africa
|
Bunge Loders Croklaan Burkina Faso S.A.R.L
|
Bunge Loders Croklaan (Ghana) Ltd.
|
Bunge Loders Croklaan Industries Limited
|
1.
|
Includes entities which Bunge Limited consolidates for financial reporting purposes. The preceding list may omit certain subsidiaries that, as of December 31, 2018, would not be considered “significant subsidiaries” as defined in Rule 1-02(w) of Regulation S-X.
|
/s/ Deloitte & Touche LLP
|
|
|
|
New York, New York
|
|
February 22, 2019
|
|
1.
|
I have reviewed this report on Form 10-K of Bunge Limited (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 22, 2019
|
/s/ GREGORY A. HECKMAN
|
Gregory A. Heckman
|
Acting Chief Executive Officer (Principal Executive Officer)
|
1.
|
I have reviewed this report on Form 10-K of Bunge Limited (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 22, 2019
|
/s/ THOMAS M. BOEHLERT
|
Thomas M. Boehlert
|
Chief Financial Officer
|
(1)
|
The accompanying Report of the Company on Form 10-K for the year ended
December 31, 2018
(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.
|
/s/ GREGORY A. HECKMAN
|
Gregory A. Heckman
|
Acting Chief Executive Officer (Principal Executive Officer)
|
(1)
|
The accompanying Report of the Company on Form 10-K for the year ended
December 31, 2018
(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.
|
/s/ THOMAS M. BOEHLERT
|
Thomas M. Boehlert
|
Chief Financial Officer
|