NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION, PRINCIPLES OF CONSOLIDATION, AND SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated financial statements include the accounts of Bunge Limited ("Bunge" or the "Company"), its subsidiaries and variable interest entities ("VIEs") in which Bunge is considered to be the primary beneficiary, and as a result, include the assets, liabilities, revenues and expenses of all entities over which Bunge has a controlling financial interest. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended ("Exchange Act"). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to Securities and Exchange Commission ("SEC") rules. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation have been included. The condensed consolidated balance sheet at December 31, 2022 has been derived from Bunge’s audited consolidated financial statements at that date. Operating results for the nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023. The financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2022, forming part of Bunge’s 2022 Annual Report on Form 10-K filed with the SEC on February 24, 2023.
Effective January 1, 2023, the Company changed its reporting of cash proceeds from and repayments of short-term debt with maturities of three months or less to be presented on a net basis in its condensed consolidated statements of cash flows. Prior to January 1, 2023, the Company presented cash proceeds from and repayments of short-term debt with maturities of three months or less separately in its consolidated statements of cash flows. Prior period amounts have been reclassified to conform to current presentation.
On December 8, 2022, Bunge announced the Company's intention to change the place of incorporation of Bunge's ultimate parent company from Bermuda to Switzerland (the "Redomestication"). Bunge shareholders approved the Redomestication at the Extraordinary General Meeting held on October 5, 2023. Bunge expects the Redomestication to occur in the fourth quarter of 2023, subject to various conditions. Please refer to the Company's definitive proxy statement filed with the SEC on August 7, 2023 for further details.
Throughout 2023 and 2022, Argentina’s government has published multiple Emergency Decrees (collectively referred to as the “Export Programs”) which have introduced preferential U.S. dollar to Argentine peso foreign exchange rates available exclusively during specific periods of time and payable to Argentinian farmers on qualifying Argentine peso denominated sales of certain commodities. The Export Programs are aimed at boosting farmer selling and in turn commodity exports. Bunge is both a receiver of the preferential exchange rate for cash converted to Argentine pesos, as well as a payer of the same preferential rate on purchases of various commodities from farmers and related export duties. Transactions related to these Export Programs were accounted for at the preferential rate. Please refer to Note 1 – Nature of Business, Basis of Presentation, and Significant Accounting Policies, included in the Company’s 2022 Annual Report on Form 10-K for further details on the 2022 Export Programs.
Ukraine-Russia War
On February 24, 2022, Russia initiated a military invasion of Ukraine (the "war"). Bunge’s Ukrainian operations comprise two oilseed crushing facilities, located in Mykolaiv and Dnipropetrovsk, a grain export terminal in Mykolaiv commercial seaport, numerous grain elevators, and an office in Kiev. The Company also operates a corn milling facility in Ukraine via a joint venture. As of September 30, 2023, total assets and total liabilities associated with Bunge’s Ukrainian subsidiaries each comprise approximately 2% of Bunge’s consolidated Total assets and Total liabilities, respectively.
Bunge’s operational activities in Ukraine have steadily increased during recent months, but remain limited and are subject to Bunge's ability to perform activities safely. On July 17, 2023, an agreement allowing the safe export of grain from three Ukrainian ports (Pivdennyi/Yuzhnvi, Odesa, and Chornomorsk; the "POC corridor") on the Black Sea expired. Following the termination of the POC corridor agreement, Russian attacks on key Ukrainian export infrastructure locations intensified. As of October 26, 2023, the termination of the POC corridor agreement and recent Russian attacks on key export infrastructure have not significantly impacted Bunge's results of operations in Ukraine as alternative routes to export product are being effectively utilized. The scope, intensity, duration, and outcome of the ongoing war is uncertain, and any continuation or escalation of the war may have a material adverse effect on Bunge, including its Ukrainian operations.
In the three and nine months ended September 30, 2023, the Company recognized mark-to-market gains of $10 million and $29 million, respectively, in Cost of goods sold in the condensed consolidated statements of income related to inventory recovered from its Mykolaiv and other facilities which had no carrying value as of December 31, 2022. No impairments or charges related to the war were recorded in the three and nine months ended September 30, 2023. Please refer to Note 2 - Ukraine-Russia War, included in the Company's 2022 Annual Report on Form 10-K for further details regarding the impact of the war on Bunge's financial statements.
Cash, Cash Equivalents and Restricted Cash
Restricted cash is included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the condensed consolidated statements of cash flows. The following table provides a reconciliation of cash and cash equivalents and restricted cash, reported within the condensed consolidated balance sheets, which sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows.
| | | | | | | | |
(US$ in millions) | September 30, 2023 | September 30, 2022 |
Cash and cash equivalents | $ | 2,173 | | $ | 956 | |
Restricted cash included in Other current assets | 20 | | 5 | |
Cash and cash equivalents in Assets held for sale | — | | 36 | |
Total | $ | 2,193 | | $ | 997 | |
Cash paid for income taxes, net of refunds received, was $350 million and $383 million for the nine months ended September 30, 2023 and 2022, respectively. Cash paid for interest expense was $366 million and $315 million for the nine months ended September 30, 2023 and 2022, respectively.
Recently Adopted Accounting Pronouncements
In March 2020, the FASB issued Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848), to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting designed to ease the financial reporting burden related to reference rate reform. In December 2022, the FASB subsequently issued ASU 2022-06, Deferral of the Sunset Date of Topic 848, to ensure the relief in Topic 848 covers the period of time during which a significant number of modifications to eligible contracts and hedging relationships may take place. The ASU defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The Company is applying this guidance prospectively to all eligible contract modifications through December 31, 2024. As of September 30, 2023, Bunge has concluded the modification of all eligible contracts and the adoption of this guidance did not have a material impact on Bunge's condensed consolidated financial statements.
2. ACQUISITIONS AND DISPOSITIONS
Acquisitions
Viterra Limited Business Combination Agreement
On June 13, 2023, Bunge entered into a definitive business combination agreement (the "Agreement") with Viterra Limited ("Viterra") and its shareholders including certain affiliates of Glencore PLC, Canada Pension Plan Investment Board, and British Columbia Investment Management Corporation (collectively, the "Sellers"), to acquire Viterra in a stock and cash transaction. Bunge shareholders approved the acquisition at the Extraordinary General Meeting held October 5, 2023. The acquisition of Viterra by Bunge will create an innovative global agribusiness company well positioned to meet the demands of increasingly complex markets and better serve farmers and end-customers.
Under the terms of the Agreement, Viterra shareholders are anticipated to receive approximately 65.6 million of common shares of Bunge issued stock, with an aggregate value of approximately $7.1 billion as of September 30, 2023 and receive approximately $2.0 billion in cash (together, the "Transaction Consideration"), in return for 100% of the outstanding equity of Viterra. The determination of the final value of the Transaction Consideration will depend on the Company's share price at the time of closing. Upon completion of the transaction, the Sellers are expected to own approximately 30% of the combined Bunge company on a fully diluted basis, before giving effect to any future share repurchases by Bunge occurring after June 13, 2023.
In connection with the execution of the Agreement, Bunge has secured a total of $8.0 billion in acquisition debt financing ("Acquisition Financing"). Bunge intends to use a portion of the Acquisition Financing to fund the cash portion of the Transaction Consideration, and the remainder for repayment of certain indebtedness of Viterra, which is expected to be repaid at closing, and for the ongoing operations of the combined company following closing. See Note 13 - Debt for further information.
The acquisition is expected to close in mid-2024, subject to the satisfaction of regulatory approvals and other customary closing conditions. The Agreement may be terminated by mutual written consent of the parties and includes certain customary termination rights. If the Agreement is terminated in connection with certain circumstances relating to the failure to obtain certain antitrust and competition clearances that are conditions to closing, Bunge would be obligated to pay the Sellers a fee of $400 million in the aggregate.
Additionally, on June 12, 2023 in contemplation of the Agreement, Bunge's Board of Directors approved a $1.7 billion expansion of the existing share repurchase program for the repurchase of Bunge's issued and outstanding common shares. Approximately $300 million remained outstanding under the existing program prior to the expansion of the program, resulting in an aggregate program size of up to $2.0 billion of repurchases of Bunge's issued and outstanding common shares. Under this program, Bunge repurchased 4,327,536 common shares for $488 million during the three and nine months ended September 30, 2023. Therefore, as of September 30, 2023, $1.5 billion remains outstanding for repurchases under the program. See Note 17 - Equity for further details on share repurchases.
CJ Selecta Share Purchase Agreement
On October 10, 2023, Bunge entered into a definitive share purchase agreement with CJ CheilJedang Corporation and STIC CJ Global Investment Corporate Partnership Private Equity Fund to acquire 100% of outstanding equity of CJ Latam Participações Ltda. and CJ Selecta S.A. (collectively, “CJ”) for a total cash consideration of approximately $510 million to be adjusted for net debt, plus an additional sum in consideration for the value of net working capital. Operations of CJ primarily consist of an oilseed processing facility located in Brazil. Bunge expects to finance the transaction through cash from operations and existing financing facilities. The acquisition is expected to close in 2024, subject to customary closing conditions.
Fuji Oils New Orleans, LLC Port Based Refinery
On April 14, 2023, Bunge, through its 80% ownership of Bunge Loders Croklaan joint venture with IOI Corporation Berhad, completed its purchase of Fuji Oils New Orleans, LLC's port based refinery. The refinery is located in International-Matex Tank Terminals' Avondale Terminal, in Avondale, Louisiana in the United States. Cash consideration for the asset acquisition of $181 million was allocated to Property, plant and equipment, net ($220 million), inclusive of a finance lease right of use asset ($52 million), long-term finance lease obligations ($41 million) included in Long-term debt and Current portion of long-term debt, and other net working capital ($2 million).
Dispositions
Russian Oilseed Processing and Refining Operations Disposition
On September 16, 2022, Bunge signed an agreement to sell its remaining Russian operations, primarily comprising an oilseed crushing and refining facility in Voronezh, southwest Russia (referred to as the "disposal group"), to Karen Vanetsyan (the "Buyer"), in exchange for a cash price approximately equal to the book value of the disposal group's net assets. On January 9, 2023, Bunge and the Buyer agreed to a purchase price adjustment. The purchase price adjustment and cumulative translation adjustment losses, among other items related to the disposal group, resulted in a corresponding impairment loss on sale of $103 million, recognized in Cost of goods sold for the year ended December 31, 2022. On February 3, 2023, the transaction closed in accordance with the terms of the agreement with no material impact to the condensed consolidated statement of income for the nine months ended September 30, 2023.
In connection with the transaction, Bunge agreed to indemnify the Buyer against certain legal claims involving Bunge's Russian subsidiary. Management has assessed the likelihood of any loss related to claims covered by the indemnity as remote, and recognized a liability in accordance with Accounting Standards Codification ("ASC") 460, Guarantees. See Note 15 - Commitments and Contingencies for more information.
The following table presents the book values of the major classes of assets and liabilities that were included in the disposal group at the closing date. Intercompany balances between the disposal group and other Bunge consolidated entities have been omitted. Assets included in the disposal group comprised $12 million and $21 million, reported under the Agribusiness segment and Refined and Specialty Oils segment, respectively. Liabilities included in the disposal group comprised $6 million and $13 million, reported under the Agribusiness segment and Refined and Specialty Oils segment, respectively.
| | | | | | |
(US$ in millions) | | |
Cash and cash equivalents | $ | 19 | | |
Trade accounts receivable (less allowances of zero) | 15 | | |
Inventories | 33 | | |
| | |
Other current assets | 14 | | |
Property, plant and equipment, net | 24 | | |
| | |
Goodwill & Other intangible assets, net | 10 | | |
Other non-current assets | 8 | | |
Impairment reserve | (90) | | |
Total assets | $ | 33 | | |
| | |
Trade accounts payable and accrued liabilities | $ | 3 | | |
| | |
| | |
Other current liabilities | 16 | | |
| | |
| | |
Total liabilities | $ | 19 | | |
3. TRADE STRUCTURED FINANCE PROGRAM
The Company engages in various trade structured finance activities to leverage the value of its global trade flows. These activities include programs under which the Company generally obtains U.S. dollar-denominated letters of credit ("LCs") from financial institutions, each based on an underlying commodity trade flow, and time deposits denominated in either the local currency of the financial institutions counterparties or in U.S. dollars, as well as foreign exchange forward contracts, in which trade related payables are set-off against receivables, all of which are subject to legally enforceable set-off agreements.
As of September 30, 2023 and December 31, 2022, time deposits and LCs of $5,551 million and $5,901 million, respectively, were presented net on the condensed consolidated balance sheets as the criteria of ASC 210-20, Offsetting, had been met. The net losses and gains related to such activities are included as an adjustment to Cost of goods sold in the accompanying condensed consolidated statements of income. As of September 30, 2023 and December 31, 2022, time deposits, including those presented on a net basis, carried weighted-average interest rates of 5.71% and 3.46%, respectively. During the nine months ended September 30, 2023 and 2022, total net proceeds from issuances of LCs were $4,646 million and $5,045 million, respectively. These cash inflows were offset by the related cash outflows resulting from placement of the time deposits and repayment of the LCs. All cash flows related to the programs are included in operating activities in the condensed consolidated statements of cash flows.
As part of the trade structured finance activities, LCs may be sold to financial institutions on a discounted basis. Bunge does not service derecognized LCs. The terms of the sale may require the Company to continue to make periodic interest payments to financial institutions based on changes in the Secured Overnight Financing Rate ("SOFR") for a period of up to one year. Bunge’s payment obligation to financial institutions as part of the trade structured finance activities, reported in Other current liabilities, including any unrealized gain or loss on changes in SOFR is not significant as of September 30, 2023 or December 31, 2022. The notional amounts of LCs subject to continuing variable interest payments that have been derecognized from the Company's condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022 are included in Note 12 - Derivative Instruments And Hedging Activities. The net gain or loss included in Cost of goods sold resulting from the fair valuation of such variable interest rate obligations is not significant for the three and nine month periods ended September 30, 2023 and 2022.
4. TRADE ACCOUNTS RECEIVABLE AND TRADE RECEIVABLES SECURITIZATION PROGRAM
Trade Accounts Receivable
Changes to the allowance for lifetime expected credit losses related to Trade accounts receivable were as follows: | | | | | | | | | | | |
| Nine Months Ended September 30, 2023 |
Rollforward of the Allowance for Credit Losses (US$ in millions) | Short-term | Long-term (1) | Total |
Allowance as of January 1, 2023 | $ | 90 | | $ | 46 | | $ | 136 | |
Current period provisions | 55 | | — | | 55 | |
Recoveries | (44) | | (2) | | (46) | |
Write-offs charged against the allowance | (2) | | (12) | | (14) | |
Foreign exchange translation differences | 2 | | — | | 2 | |
Allowance as of September 30, 2023 | $ | 101 | | $ | 32 | | $ | 133 | |
(1) Long-term portion of the allowance for credit losses is included in Other non-current assets.
| | | | | | | | | | | |
| Nine Months Ended September 30, 2022 |
Rollforward of the Allowance for Credit Losses (US$ in millions) | Short-term | Long-term (1) | Total |
Allowance as of January 1, 2022 | $ | 85 | | $ | 47 | | $ | 132 | |
Current period provisions | 49 | | 1 | | 50 | |
Recoveries | (27) | | (1) | | (28) | |
Write-offs charged against the allowance | (11) | | (3) | | (14) | |
Foreign exchange translation differences | (2) | | 1 | | (1) | |
Allowance as of September 30, 2022 | $ | 94 | | $ | 45 | | $ | 139 | |
(1) Long-term portion of the allowance for credit losses is included in Other non-current assets.
Trade Receivables Securitization Program
Bunge and certain of its subsidiaries participate in a trade receivables securitization program (the "Program") with a financial institution, as administrative agent, and certain commercial paper conduit purchasers and committed purchasers (collectively, the "Purchasers"). Koninklijke Bunge B.V., a wholly owned subsidiary of Bunge, acts as master servicer, responsible for servicing and collecting the accounts receivable for the Program. The Program is designed to enhance Bunge’s financial flexibility by providing an additional source of liquidity for its operations.
Bunge may also, from time to time with the consent of the administrative agent, request one or more of the existing committed purchasers or new committed purchasers to increase the total commitments by an amount not to exceed $250 million pursuant to an accordion provision. The Program includes sustainability provisions, pursuant to which the applicable margin will be increased or decreased based on Bunge's performance relative to certain sustainability targets, including, but not limited to, science-based targets that define Bunge's climate goals within its operations and a commitment to a deforestation-free supply chain in 2025.
On June 21, 2023, Bunge and its finance subsidiaries terminated the Bunge Master Trust and amended the Program to remove all references and all provisions related to the Bunge Master Trust and to automatically assign Bunge Limited’s obligations as existing guarantor to Bunge Global SA as successor guarantor, effective at the completion of the Redomestication (see Note 13 - Debt). In addition, MUFG Bank, Ltd. and Gotham Funding Corporation were added as a Purchaser under the Program.
On November 16, 2022, Bunge and certain of its subsidiaries amended the Program from a deferred purchase price structure to a pledge structure. Under the new structure, Bunge Securitization B.V. ("BSBV"), a consolidated bankruptcy remote special purpose entity, transfers certain trade receivables to the Purchasers in exchange for a cash payment up to $1.1 billion and retains ownership of a population of unsold receivables. BSBV agrees to guaranty the collection of sold receivables and grants a lien to the administrative agent on all unsold receivables. Collections on unsold receivables and guarantee payments are classified as operating activities in Bunge’s condensed consolidated statements of cash flows.
At November 16, 2022, the effective date of the amended Program, $741 million of sold receivables were repurchased through a non-cash investing exchange of the Deferred Purchase Price ("DPP"). As of September 30, 2023, the Company had collected a total of $731 million of repurchased receivables, including $85 million collected in the first nine months of 2023, which are reported as Proceeds from beneficial interest in securitized trade receivables under investing activities in the condensed consolidated statements of cash flows.
The Program will terminate on May 17, 2031; however, each committed purchaser's commitment to purchase trade receivables under the Program will terminate earlier on May 17, 2025, unless extended for an additional period in accordance with the terms of the receivables transfer agreement.
| | | | | | | | |
(US$ in millions) | September 30, 2023 | December 31, 2022 |
Receivables sold that were derecognized from Bunge's balance sheet | $ | 1,100 | | $ | 1,100 | |
Unsold receivables pledged to the administrative agent and included in Trade accounts receivable | $ | 343 | | $ | 583 | |
Bunge's risk of loss following the sale of trade receivables is limited to the assets of BSBV, primarily comprised of unsold receivables pledged to the administrative agent.
The table below summarizes the cash flows and discounts of Bunge’s trade receivables associated with the Program. Servicing fees under the Program were not significant in any period.
| | | | | | | | |
| Nine Months Ended September 30, |
(US$ in millions) | 2023 | 2022 |
Gross receivables sold | $ | 10,231 | | $ | 13,182 | |
Proceeds received in cash related to transfers of receivables (1) | $ | 10,186 | | $ | 12,455 | |
Cash collections from customers on receivables previously sold | $ | 10,231 | | $ | 13,035 | |
Discounts related to gross receivables sold included in Selling, general & administrative expenses | $ | 45 | | $ | 12 | |
(1) Prior to November 16, 2022, the Company recognized these proceeds net of the DPP, consisting of a receivable from the Purchasers that entitled the Company to certain collections on the receivable. The Company recognized the collection of the DPP in net cash provided by investing activities in the condensed consolidated statements of cash flows. As a result of the November 16, 2022 amendment, Bunge reports collections on newly originated, unsold receivables held by BSBV as operating cash flows in the condensed consolidated statements of cash flows.
5. INVENTORIES
Inventories by segment are presented below. Readily marketable inventories ("RMI") are agricultural commodity inventories, such as soybeans, soybean meal, soybean oil, palm oil, corn, and wheat carried at fair value because of their commodity characteristics, widely available markets, and international pricing mechanisms. The Company engages in trading and distribution, or merchandising activities, and part of RMI can be attributable to such activities and is not held for processing. All other inventories are carried at lower of cost or net realizable value.
| | | | | | | | |
(US$ in millions) | September 30, 2023 | December 31, 2022 |
Agribusiness (1) | $ | 6,325 | | $ | 6,756 | |
Refined and Specialty Oils (2) | 1,047 | | 1,316 | |
Milling (3) | 172 | | 332 | |
Corporate and Other | 4 | | 4 | |
Total | $ | 7,548 | | $ | 8,408 | |
(1) Includes RMI of $5,928 million and $6,286 million at September 30, 2023, and December 31, 2022, respectively. Assets held for sale includes RMI of zero and $26 million at September 30, 2023, and December 31, 2022, respectively. Of these amounts, $4,794 million and $4,789 million can be attributable to merchandising activities at September 30, 2023, and December 31, 2022, respectively.
(2) Includes RMI of $241 million and $271 million at September 30, 2023, and December 31, 2022, respectively.
(3) Includes RMI of $3 million and $97 million at September 30, 2023, and December 31, 2022, respectively.
6. OTHER CURRENT ASSETS
Other current assets consist of the following:
| | | | | | | | |
(US$ in millions) | September 30, 2023 | December 31, 2022 |
Unrealized gains on derivative contracts, at fair value | $ | 1,506 | | $ | 1,597 | |
Prepaid commodity purchase contracts (1) | 544 | | 254 | |
Secured advances to suppliers, net (2) | 318 | | 365 | |
Recoverable taxes, net | 362 | | 365 | |
Margin deposits | 898 | | 791 | |
| | |
Marketable securities and other short-term investments (3) | 122 | | 119 | |
Income taxes receivable | 39 | | 102 | |
Prepaid expenses | 254 | | 376 | |
Restricted cash | 20 | | 26 | |
Other | 330 | | 386 | |
Total | $ | 4,393 | | $ | 4,381 | |
(1) Prepaid commodity purchase contracts represent advance payments against contracts for future deliveries of specified quantities of agricultural commodities.
(2) The Company provides cash advances to suppliers, primarily Brazilian soybean farmers, to finance a portion of the suppliers’ production costs. The Company does not bear any of the costs or operational risks associated with the related growing activities. The advances are largely collateralized by future crops and physical assets of the suppliers, carry a local market interest rate, and settle when the farmers' crops are harvested and sold. The secured advances to suppliers are reported net of allowances of $7 million at both September 30, 2023 and December 31, 2022.
(-) Interest earned on secured advances to suppliers of $6 million and $4 million for the three months ended September 30, 2023, and 2022, respectively, and $17 million and $16 million for the nine months ended September 30, 2023 and 2022, respectively, is included in Net sales in the condensed consolidated statements of income.
(3) Marketable securities and other short-term investments - The Company invests in foreign government securities, corporate debt securities, deposits, equity securities, and other securities. The following is a summary of amounts recorded in the Company's condensed consolidated balance sheets as marketable securities and other short-term investments.
| | | | | | | | |
(US$ in millions) | September 30, 2023 | December 31, 2022 |
Foreign government securities | $ | 81 | | $ | 68 | |
| | |
| | |
Equity securities | 6 | | 23 | |
Other | 35 | | 28 | |
Total | $ | 122 | | $ | 119 | |
As of September 30, 2023, and December 31, 2022, $86 million and $89 million, respectively, of marketable securities and other short-term investments were recorded at fair value. All other investments were recorded at cost, and due to the short-term nature of these investments, their carrying values approximated their fair values. For the three months ended September 30, 2023, and 2022, unrealized losses of $4 million and $9 million, respectively, have been recognized in Other income (expense) - net for investments held at September 30, 2023, and 2022. For the nine months ended September 30, 2023 and 2022, unrealized losses of $10 million and $123 million, respectively, have been recognized in Other income (expense) - net for investments held at September 30, 2023 and 2022.
7. OTHER NON-CURRENT ASSETS
Other non-current assets consist of the following:
| | | | | | | | |
(US$ in millions) | September 30, 2023 | December 31, 2022 |
Recoverable taxes, net (1) | $ | 27 | | $ | 59 | |
Judicial deposits (1) | 120 | | 110 | |
Other long-term receivables, net (2) | 14 | | 16 | |
Income taxes receivable (1) | 170 | | 143 | |
Long-term investments (3) | 143 | | 163 | |
Affiliate loans receivable | 8 | | 8 | |
Long-term receivables from farmers in Brazil, net (1) | 41 | | 32 | |
Unrealized gains on derivative contracts, at fair value | 2 | | 1 | |
Other | 115 | | 95 | |
Total | $ | 640 | | $ | 627 | |
(1) A significant portion of these non-current assets arise from the Company’s Brazilian operations and their realization could take several years.
(2) Net of allowances as described in Note 4 - Trade Accounts Receivable and Trade Receivables Securitization Program.
(3) As of September 30, 2023, and December 31, 2022, $11 million and $9 million, respectively, of long-term investments are recorded at fair value.
Recoverable taxes, net - Recoverable taxes include value-added taxes paid upon the acquisition of property, plant and equipment, raw materials and taxable services, and other transactional taxes which can be recovered in cash or as compensation against income taxes, or other taxes Bunge may owe, primarily in Brazil and Europe. Recoverable taxes are reported net of allowances of $13 million and $14 million at September 30, 2023, and December 31, 2022, respectively.
Judicial deposits - Judicial deposits are funds the Company has placed on deposit with the courts in Brazil. These funds are held in judicial escrow relating to certain legal proceedings pending resolution and bear interest at the Selic rate, which is the benchmark rate of the Brazilian central bank.
Income taxes receivable - Income taxes receivable include overpayments of current income taxes plus accrued interest. These income tax prepayments are expected to be primarily used for the settlement of future income tax obligations. Income taxes receivable in Brazil bear interest at the Selic rate.
Long-term investments - Long-term investments primarily comprise Bunge's noncontrolling equity investments in growth stage agribusiness and food companies held by Bunge Ventures.
Affiliate loans receivable - Affiliate loans receivable are primarily interest-bearing receivables from unconsolidated affiliates with remaining maturities of greater than one year.
Long-term receivables from farmers in Brazil, net - The Company provides financing to farmers in Brazil, primarily through secured advances against farmer commitments to deliver agricultural commodities (primarily soybeans) upon harvest of the then-current year’s crop, and through credit sales of fertilizer to farmers. Certain such long-term receivables from farmers are originally recorded in Other current assets as prepaid commodity purchase contracts or secured advances to suppliers (see Note 6 - Other Current Assets) or Other non-current assets according to their maturity. Advances initially recorded in Other current assets are reclassified to Other non-current assets if collection issues arise and amounts become past due with resolution of such matters expected to take more than one year.
The average recorded investment in long-term receivables from farmers in Brazil for the nine months ended September 30, 2023, and the year ended December 31, 2022, was $93 million and $90 million, respectively. The table below summarizes the Company’s recorded investment in long-term receivables from farmers in Brazil and the related allowance amounts.
| | | | | | | | | | | | | | | | | |
| September 30, 2023 | | December 31, 2022 |
(US$ in millions) | Recorded Investment | Allowance | | Recorded Investment | Allowance |
For which an allowance has been provided: | | | | | |
Legal collection process (1) | $ | 31 | | $ | 29 | | | $ | 40 | | $ | 34 | |
Renegotiated amounts | 2 | | 2 | | | 2 | | 2 | |
For which no allowance has been provided: | | | | | |
Legal collection process (1) | 17 | | — | | | 19 | | — | |
Renegotiated amounts (2) | 5 | | — | | | 7 | | — | |
Other long-term receivables (3) | 17 | | — | | | — | | — | |
Total | $ | 72 | | $ | 31 | | | $ | 68 | | $ | 36 | |
(1) All amounts in legal collection processes are considered past due upon initiation of legal action.
(2) These renegotiated amounts are current on repayment terms.
(3) New advances expected to be realized through farmer commitments to deliver agricultural commodities in crop periods greater than twelve months from the balance sheet date. Such advances are reclassified from Other non-current assets to Other current assets in later periods depending on the expected date of their realization.
The table below summarizes the activity in the allowance for doubtful accounts related to long-term receivables from farmers in Brazil.
| | | | | | | | | | | |
| Nine Months Ended September 30, | | |
(US$ in millions) | 2023 | 2022 | | | |
Allowance as of January 1 | $ | 36 | | $ | 36 | | | | |
Bad debt provisions | 1 | | 2 | | | | |
Recoveries | (3) | | (6) | | | | |
Write-offs | (5) | | (1) | | | | |
Transfers | — | | 1 | | | | |
Foreign exchange translation | 2 | | 2 | | | | |
Allowance as of September 30 | $ | 31 | | $ | 34 | | | | |
8. INVESTMENTS IN AFFILIATES AND VARIABLE INTEREST ENTITIES
Impairment of Equity Method Investment
During the nine months ended September 30, 2023, the Company recorded an impairment of $16 million associated with its equity method investment in Australia Plant Proteins ("APP"), a start-up manufacturer of novel protein ingredients. The impairment was determined through management's review of impairment indicators and consideration of the other-than temporary nature of such items. Impairment charges were recorded to Income (loss) from affiliates within Corporate and Other. As a result of the impairment, there is no carrying value associated with the equity method investment in APP at September 30, 2023.
Consolidated Variable Interest Entities
On September 19, 2023, Bunge entered into a fixed-priced call option agreement ("Option") to acquire the shares of Terminal de Granéis de Santa Catarina ("TGSC") with primary assets consisting of a grain port terminal currently under construction in South America strategically located near an existing Bunge facility. The agreement requires Bunge to make future installment payments for the Option which will be utilized, in part, to fund terminal construction. Required installment payments prior to the exercise of the Option are not material and are expected to be applied against the exercise price of the Option. TGSC is a variable interest entity ("VIE") as a result of having insufficient equity at risk. Bunge is the primary beneficiary due to a de facto agent relationship with the equity owner of TGSC and has consolidated the entity. As all of TGSC’s equity is held by a third-party, Bunge reflects all TGSC earnings and equity as attributable to noncontrolling interests in the condensed consolidated statements of income and condensed consolidated balance sheets, respectively.
TGSC is not a business as defined by U.S. GAAP. Therefore, the non-cash transaction resulting in initial consolidation of TGSC in the third quarter of 2023 represents an asset acquisition. Positions recognized in the condensed consolidated balance sheet upon initial consolidation consisted primarily of Other intangible assets, net - license ($87 million); Property, plant and equipment, net - construction-in-process ($36 million); Long-term debt ($35 million); and Noncontrolling interests ($91 million). Bunge did not recognize any gain or loss upon initial consolidation of TGSC. TGSC's assets can only be used to settle the entity’s own obligations and TGSC’s creditors have no recourse to Bunge’s assets beyond Bunge’s maximum exposure to loss associated with TGSC at any given time.
On May 1, 2022, Bunge completed a transaction with Chevron Corporation ("Chevron") to create a joint venture, Bunge Chevron Ag Renewables LLC (the "Joint Venture"), leveraging Bunge’s expertise in oilseed processing and farmer relationships, and Chevron’s expertise in fuels manufacturing and marketing, to help meet the demand for renewable fuels and to develop lower carbon intensity feedstocks.
The Joint Venture is a VIE in which Bunge is considered to be the primary beneficiary because it is responsible for the day-to-day operating decisions of the Joint Venture as well as the marketing of the principal products, primarily soybean meal and oil produced and sold by the Joint Venture, among other factors. The Joint Venture's assets can only be used to settle the Joint Venture’s own obligations and the Joint Venture’s creditors have no recourse to Bunge’s assets beyond Bunge’s maximum exposure to loss associated with the Joint Venture at any given time.
The following table presents the values of the assets and liabilities associated with the above listed VIEs in which Bunge is considered the primary beneficiary to the extent included in Bunge’s condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022. All amounts exclude intercompany balances, which have been eliminated upon consolidation.
For all other VIEs in which Bunge is considered the primary beneficiary, the entities meet the definition of a business, and the VIE's assets can be used other than for the settlement of the VIE’s obligations. As such these VIEs have been excluded from the below table.
| | | | | | | | | | | |
(US$ in millions) | September 30, 2023 | | December 31, 2022 |
Current assets: | | | |
Cash and cash equivalents | $ | 586 | | | $ | 528 | |
Trade accounts receivable | 2 | | | — | |
Inventories | 55 | | | 85 | |
Other current assets | 116 | | | 98 | |
Total current assets | 759 | | | 711 | |
Property, plant and equipment, net | 151 | | | 65 | |
| | | |
Other intangible assets, net | 87 | | | — | |
| | | |
| | | |
Total assets | $ | 997 | | | $ | 776 | |
| | | |
Current liabilities: | | | |
Trade accounts payable and accrued liabilities | $ | 65 | | | $ | 81 | |
| | | |
| | | |
Other current liabilities | 118 | | | 85 | |
Total current liabilities | 183 | | | 166 | |
Long-term debt | 35 | | | — | |
| | | |
| | | |
| | | |
Total liabilities | $ | 218 | | | $ | 166 | |
For additional information on VIEs for which Bunge has determined it is not the primary beneficiary, along with the Company's related maximum exposure to losses associated with such investments, please refer to Note 12 - Investments in Affiliates and Variable Interest Entities, included in the Company's 2022 Annual Report on Form 10-K.
9. INCOME TAXES
Income tax expense is provided on an interim basis based on management’s estimate of the annual effective income tax rate and includes the tax effects of certain discrete items, such as changes in tax laws or tax rates or other unusual or non-recurring tax adjustments in the interim period in which they occur. In addition, results from jurisdictions projecting a loss for the year where no tax benefit can be recognized are treated discretely in the interim period in which they occur. The effective tax rate is highly dependent on the geographic distribution of the Company’s worldwide earnings or losses and tax regulations in each jurisdiction. Management regularly monitors the assumptions used in estimating its annual effective tax rate, including the realizability of deferred tax assets, and adjusts estimates accordingly. Volatility in earnings within a taxing jurisdiction could result in a determination that additional valuation allowance adjustments may be warranted.
Income tax expense for the three and nine months ended September 30, 2023 was $114 million and $495 million, respectively. Income tax expense for the three and nine months ended September 30, 2022 was $113 million and $257 million, respectively. The effective tax rate for the three and nine months ended September 30, 2023, was higher than the U.S. statutory rate of 21% primarily due to jurisdictional mix of earnings. The effective tax rate for the three months ended September 30, 2022, was higher than the U.S. statutory rate of 21% primarily due to unfavorable tax impact on North American and expected European dispositions and the effective tax rate for the nine months ended September 30, 2022, was lower than the U.S. statutory rate of 21%, primarily due to jurisdictional mix of earnings, incentives in South America, and the release of valuation allowances in Europe and Asia.
As a global enterprise, the Company files income tax returns that are subject to periodic examination and challenge by federal, state, and foreign tax authorities. In many jurisdictions, income tax examinations, including settlement negotiations or litigation, may take several years to finalize. The Company is currently under examination or litigation in various locations throughout the world. While it is difficult to predict the outcome or timing of resolution of any particular matter, management believes that the condensed consolidated financial statements reflect the largest amount of tax benefit that is more likely than not to be realized.
10. OTHER CURRENT LIABILITIES
Other current liabilities consist of the following:
| | | | | | | | |
(US$ in millions) | September 30, 2023 | December 31, 2022 |
Unrealized losses on derivative contracts, at fair value | $ | 1,222 | | $ | 1,570 | |
Accrued liabilities | 746 | | 755 | |
Advances on sales (1) | 372 | | 601 | |
| | |
Income tax payable | 44 | | 156 | |
Other | 354 | | 297 | |
Total | $ | 2,738 | | $ | 3,379 | |
(1) The Company records advances on sales when cash payments are received in advance of the Company’s performance and recognizes revenue once the related performance obligation is completed. Advances on sales are impacted by the seasonality of Bunge's business, including the timing of harvests in the northern and southern hemispheres, and amounts at each balance sheet date will generally be recognized in earnings within twelve months or less.
11. FAIR VALUE MEASUREMENTS
Bunge's various financial instruments include certain components of working capital such as Trade accounts receivable and Trade accounts payable. Additionally, Bunge uses short- and long-term debt to fund operating requirements. Trade accounts receivable, Trade accounts payable, and Short-term debt are generally stated at their carrying value, which is a reasonable estimate of fair value. See Note 3 - Trade Structured Finance Program for trade structured finance program, Note 7 - Other Non-Current Assets for long-term receivables from farmers in Brazil, net and other long-term investments, and Note 13 - Debt for Long-term debt. Bunge's financial instruments also include derivative instruments and marketable securities, which are stated at fair value.
The fair value standard describes three levels within its hierarchy that may be used to measure fair value.
| | | | | | | | |
Level | Description | Financial Instrument (Assets / Liabilities) |
Level 1 | Quoted prices (unadjusted) in active markets for identical assets or liabilities. | Exchange traded derivative contracts.
Marketable securities in active markets. |
Level 2 | Observable inputs, including adjusted Level 1 quotes, quoted prices for similar assets or liabilities, quoted prices in markets that are less active than traded exchanges and other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | Exchange traded derivative contracts (less liquid markets).
Readily marketable inventories.
Over-the-counter ("OTC") commodity purchase and sales contracts.
OTC derivatives whose value is determined using pricing models with inputs that are generally based on exchange traded prices, adjusted for location specific inputs that are primarily observable in the market or can be derived principally from or corroborated by observable market data.
Marketable securities in less active markets. |
Level 3 | Unobservable inputs that are supported by little or no market activity and that are a significant component of the fair value of the assets or liabilities. | Assets and liabilities whose value is determined using proprietary pricing models, discounted cash flow methodologies or similar techniques. Assets and liabilities for which the determination of fair value requires significant management judgment or estimation. |
In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy. The lowest level of input that is a significant component of the fair value measurement determines the placement of the entire fair value measurement in the hierarchy. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the classification of fair value assets and liabilities within the fair value hierarchy levels.
For a further definition of fair value and the associated fair value levels, refer to Note 16 - Fair Value Measurements, included in the Company's 2022 Annual Report on Form 10-K.
The following table sets forth, by level, the Company’s assets and liabilities that were accounted for at fair value on a recurring basis.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fair Value Measurements at Reporting Date |
| | September 30, 2023 | | December 31, 2022 |
(US$ in millions) | | Level 1 | Level 2 | Level 3 | Total | | Level 1 | Level 2 | Level 3 | Total |
Assets: | | | | | | | | | | |
Cash equivalents | | $ | 115 | | $ | 133 | | $ | — | | $ | 248 | | | $ | — | | $ | 81 | | $ | — | | $ | 81 | |
Readily marketable inventories (Note 5) | | — | | 5,078 | | 1,094 | | 6,172 | | | — | | 6,268 | | 412 | | 6,680 | |
Trade accounts receivable (1) | | — | | 1 | | — | | 1 | | | — | | 7 | | — | | 7 | |
Unrealized gain on derivative contracts (2): | | | | | | | | | | |
Interest rate | | 1 | | 10 | | — | | 11 | | | — | | 3 | | — | | 3 | |
Foreign exchange | | — | | 314 | | — | | 314 | | | 1 | | 378 | | — | | 379 | |
Commodities | | 170 | | 792 | | 80 | | 1,042 | | | 136 | | 763 | | 101 | | 1,000 | |
Freight | | 76 | | — | | — | | 76 | | | 80 | | — | | — | | 80 | |
Energy | | 64 | | 1 | | — | | 65 | | | 128 | | 2 | | — | | 130 | |
Credit | | — | | — | | — | | — | | | — | | 5 | | — | | 5 | |
| | | | | | | | | | |
| | | | | | | | | | |
Other (3) | | 17 | | 68 | | 12 | | 97 | | | 33 | | 40 | | 27 | | 100 | |
Total assets | | $ | 443 | | $ | 6,397 | | $ | 1,186 | | $ | 8,026 | | | $ | 378 | | $ | 7,547 | | $ | 540 | | $ | 8,465 | |
Liabilities: | | | | | | | | | | |
Trade accounts payable (1) | | $ | — | | $ | 615 | | $ | 311 | | $ | 926 | | | $ | — | | $ | 513 | | $ | 130 | | $ | 643 | |
Unrealized loss on derivative contracts (4): | | | | | | | | | | |
Interest rate | | — | | 375 | | — | | 375 | | | — | | 344 | | — | | 344 | |
Foreign exchange | | — | | 345 | | — | | 345 | | | 1 | | 461 | | — | | 462 | |
Commodities | | 181 | | 554 | | 41 | | 776 | | | 127 | | 731 | | 50 | | 908 | |
Freight | | 32 | | — | | — | | 32 | | | 28 | | — | | — | | 28 | |
Energy | | 56 | | 2 | | — | | 58 | | | 153 | | 6 | | — | | 159 | |
Credit | | — | | — | | — | | — | | | — | | 1 | | — | | 1 | |
| | | | | | | | | | |
Total liabilities | | $ | 269 | | $ | 1,891 | | $ | 352 | | $ | 2,512 | | | $ | 309 | | $ | 2,056 | | $ | 180 | | $ | 2,545 | |
(1) These receivables and payables are hybrid financial instruments for which Bunge has elected the fair value option as they are derived from purchases and sales of agricultural commodity products in the normal course of business.
(2) Unrealized gains on derivative contracts are generally included in Other current assets. There were $2 million and $1 million included in Other non-current assets at September 30, 2023, and December 31, 2022, respectively.
(3) Other includes the fair values of marketable securities and investments in Other current assets and Other non-current assets.
(4) Unrealized losses on derivative contracts are generally included in Other current liabilities. There were $364 million and $332 million included in Other non-current liabilities at September 30, 2023, and December 31, 2022, respectively.
Cash equivalents —Cash equivalents primarily includes money market funds and commercial paper investments. Bunge analyzes how the prices are derived and determines whether the prices are liquid or less liquid tradable prices. Cash equivalents with liquid prices are valued using prices from publicly available sources and classified as Level 1. Cash equivalents with less liquid prices are valued using third-party quotes or pricing models and classified as Level 2.
Readily marketable inventories—RMI reported at fair value are valued based on commodity futures exchange quotations, broker or dealer quotations, or market transactions in either listed or OTC markets with appropriate adjustments for differences in local markets where the Company's inventories are located. In such cases, the inventory is classified within Level 2. Certain inventories may utilize significant unobservable data related to local market adjustments to determine fair value. In such cases, the inventory is classified as Level 3.
If the Company used different methods or factors to determine fair values, amounts reported as unrealized gains and losses on derivative contracts and RMI at fair value in the condensed consolidated balance sheets and condensed consolidated statements of income could differ. Additionally, if market conditions change subsequent to the reporting date, amounts reported
in future periods as unrealized gains and losses on derivative contracts and RMI at fair value in the condensed consolidated balance sheets and condensed consolidated statements of income could differ.
Derivatives—The majority of exchange traded futures and options contracts and exchange cleared contracts are valued based on unadjusted quoted prices in active markets and are classified within Level 1. The majority of the Company’s exchange traded agricultural commodity futures are cash-settled on a daily basis and, therefore, are not included in these tables. The Company's forward commodity purchase and sales contracts are classified as derivatives along with other OTC derivative instruments, primarily relating to freight, energy, foreign exchange and interest rates, and are classified within Level 2 or Level 3 as described below. The Company estimates fair values based on exchange quoted prices, adjusted as appropriate for differences in local markets. These differences are generally valued using inputs from broker or dealer quotations, or market transactions in either the listed or OTC markets. In such cases, these derivative contracts are classified within Level 2.
OTC derivative contracts include swaps, options, and structured transactions that are generally fair valued using quantitative models that require the use of multiple market inputs including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets which are not highly active, other observable inputs relevant to the asset or liability, and market inputs corroborated by correlation or other means. These valuation models include inputs such as interest rates, prices, and indices, to generate continuous yield or pricing curves and volatility factors. Where observable inputs are available for substantially the full term of the asset or liability, the instrument is categorized in Level 2. Certain OTC derivatives trade in less active markets with less availability of pricing information and certain structured transactions can require internally developed model inputs that might not be observable in or corroborated by the market.
Marketable securities and investments—Comprise foreign government securities, corporate debt securities, deposits, equity securities, and other investments. Bunge analyzes how the prices are derived and determines whether the prices are liquid or less liquid tradable prices. Marketable securities and investments with liquid prices are valued using prices from publicly available sources and classified as Level 1. Marketable securities and investments with less liquid prices are valued using third-party quotes or pricing models and classified as Level 2 or Level 3 as described below.
Level 3 Measurements
The following relates to Level 3 measurements. An instrument may transfer into or out of Level 3 due to inputs becoming either observable or unobservable.
Level 3 Measurements—Transfers in and/or out of Level 3 represent existing assets or liabilities that were either previously categorized as a higher level for which the inputs to the model became unobservable or assets and liabilities that were previously classified as Level 3 for which the lowest significant input became observable during the period. Bunge's policy regarding the timing of transfers between levels is to record the transfers at the end of the reporting period.
Level 3 Readily marketable inventories and Trade accounts payable—The significant unobservable inputs resulting in Level 3 classification for RMI, physically settled forward purchase and sales contracts, and Trade accounts payable, relate to certain management estimations regarding costs of transportation and other local market or location-related adjustments, primarily freight related adjustments in the interior of Brazil and the lack of market corroborated information in Canada. In both situations, the Company uses proprietary information such as purchase and sales contracts and contracted prices to value freight, premiums and discounts in its contracts. Movements in the prices of these unobservable inputs alone would not be expected to have a material effect on the Company's financial statements as these contracts do not typically exceed one future crop cycle.
Level 3 Derivatives—Level 3 derivative instruments utilize both market observable and unobservable inputs within the fair value measurements. These inputs include commodity prices, price volatility, interest rates, volumes, and locations.
Level 3 Others—Primarily relates to marketable securities and investments valued using third-party quotes or pricing models with inputs based on similar securities adjusted to reflect management’s best estimate of the specific characteristics of the securities held by the Company. Such inputs represent a significant component of the fair value of the securities held by the Company, resulting in the securities being classified as Level 3.
The tables below present reconciliations for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three and nine months ended September 30, 2023, and 2022. These instruments were valued using pricing models that management believes reflect the assumptions that would be used by a marketplace participant.
| | | | | | | | | | | | | | | | | |
| |
| Three Months Ended September 30, 2023 |
(US$ in millions) | Readily Marketable Inventories | Derivatives, Net | Trade Accounts Payable | Other(2) | Total |
Balance, July 1, 2023 | $ | 1,384 | | $ | 9 | | $ | (437) | | $ | 11 | | $ | 967 | |
Total gains and losses (realized/unrealized) included in Cost of goods sold (1) | 300 | | 39 | | 3 | | — | | 342 | |
| | | | | |
Total gains and losses (realized/unrealized) included in Other income (expense) - net | — | | — | | — | | 1 | | 1 | |
Purchases | 1,001 | | — | | (21) | | — | | 980 | |
Sales | (1,694) | | — | | — | | — | | (1,694) | |
| | | | | |
Settlements | — | | — | | 158 | | — | | 158 | |
Transfers into Level 3 | 415 | | 22 | | (32) | | — | | 405 | |
Transfers out of Level 3 | (271) | | (31) | | 2 | | — | | (300) | |
Translation adjustment | (41) | | — | | 16 | | — | | (25) | |
Balance, September 30, 2023 | $ | 1,094 | | $ | 39 | | $ | (311) | | $ | 12 | | $ | 834 | |
(1) Readily marketable inventories, derivatives, net, and Trade accounts payable, include gains/(losses) of $207 million, $24 million and $3 million, respectively, that are attributable to the change in unrealized gains/(losses) relating to Level 3 assets and liabilities still held at September 30, 2023.
(2) Comprises the fair values of marketable securities and investments in Other current assets. Included within Other income (expense) - net of the condensed consolidated statements of income are $1 million mark-to-market losses related to securities still held at September 30, 2023.
| | | | | | | | | | | | | | | | | |
| |
| Three Months Ended September 30, 2022 |
(US$ in millions) | Readily Marketable Inventories | Derivatives, Net | Trade Accounts Payable | Other (2) | Total |
Balance, July 1, 2022 | $ | 941 | | $ | 10 | | $ | (271) | | $ | 66 | | $ | 746 | |
Total gains and losses (realized/unrealized) included in Cost of goods sold (1) | 251 | | 60 | | 3 | | — | | 314 | |
Total gains and losses (realized/unrealized) included in Foreign exchange (losses) gains | — | | — | | — | | (7) | | (7) | |
Total gains and losses (realized/unrealized) included in Other income (expense) - net | — | | — | | — | | (7) | | (7) | |
Purchases | 732 | | — | | (63) | | — | | 669 | |
Sales | (1,584) | | — | | — | | — | | (1,584) | |
| | | | | |
Settlements | — | | — | | 69 | | (16) | | 53 | |
Transfers into Level 3 | 727 | | (3) | | (88) | | — | | 636 | |
Transfers out of Level 3 | (182) | | (7) | | — | | — | | (189) | |
Translation adjustment | (25) | | — | | 8 | | — | | (17) | |
Balance, September 30, 2022 | $ | 860 | | $ | 60 | | $ | (342) | | $ | 36 | | $ | 614 | |
(1) Readily marketable inventories, derivatives, net, and Trade accounts payable, includes gains/(losses) of $313 million, $62 million and $3 million, respectively, that are attributable to the change in unrealized gains/(losses) relating to Level 3 assets and liabilities still held at September 30, 2022.
(2) Comprises the fair values of marketable securities and investments in Other current assets. Included within Other income (expense) - net of the condensed consolidated statements of income are $7 million in mark-to-market losses related to securities still held at September 30, 2022.
| | | | | | | | | | | | | | | | | |
| |
| | | | | |
| Nine Months Ended September 30, 2023 |
(US$ in millions) | Readily Marketable Inventories | Derivatives, Net | Trade Accounts Payable | Other(2) | Total |
Balance, January 1, 2023 | $ | 412 | | $ | 51 | | $ | (130) | | $ | 27 | | $ | 360 | |
Total gains and losses (realized/unrealized) included in Cost of goods sold (1) | 665 | | (32) | | 21 | | — | | 654 | |
| | | | | |
Total gains and losses (realized/unrealized) included in Other income (expense) - net | — | | — | | — | | (1) | | (1) | |
Purchases | 4,022 | | — | | (450) | | — | | 3,572 | |
Sales | (5,283) | | — | | — | | (14) | | (5,297) | |
| | | | | |
Settlements | — | | — | | 329 | | — | | 329 | |
Transfers into Level 3 | 1,565 | | 51 | | (113) | | — | | 1,503 | |
Transfers out of Level 3 | (310) | | (31) | | 44 | | — | | (297) | |
Translation adjustment | 23 | | — | | (12) | | — | | 11 | |
Balance, September 30, 2023 | $ | 1,094 | | $ | 39 | | $ | (311) | | $ | 12 | | $ | 834 | |
(1) Readily marketable inventories, derivatives, net, and Trade accounts payable, include gains/(losses) of $648 million, $(20) million and $22 million, respectively, that are attributable to the change in unrealized gains/(losses) relating to Level 3 assets and liabilities still held at September 30, 2023.
(2) Comprises the fair values of marketable securities and investments in Other current assets. Included within Other income (expense) - net of the condensed consolidated statements of income are $15 million mark-to-market losses related to securities still held at September 30, 2023.
| | | | | | | | | | | | | | | | | |
| | | | | |
| Nine Months Ended September 30, 2022 |
(US$ in millions) | Readily Marketable Inventories | Derivatives, Net | Trade Accounts Payable | Other(2) | Total |
Balance, January 1, 2022 | $ | 205 | | $ | (31) | | $ | (23) | | $ | — | | $ | 151 | |
Total gains and losses (realized/unrealized) included in Cost of goods sold (1) | 421 | | 87 | | 36 | | — | | 544 | |
Total gains and losses (realized/unrealized) included in Foreign exchange (losses) gains | — | | — | | — | | (7) | | (7) | |
Total gains and losses (realized/unrealized) included in Other income (expense) - net | — | | — | | — | | (76) | | (76) | |
Purchases | 2,834 | | — | | (509) | | — | | 2,325 | |
Sales | (4,271) | | — | | — | | — | | (4,271) | |
| | | | | |
Settlements | — | | — | | 394 | | (101) | | 293 | |
Transfers into Level 3 | 2,142 | | 25 | | (434) | | 218 | | 1,951 | |
Transfers out of Level 3 | (360) | | (21) | | 146 | | — | | (235) | |
Translation adjustment | (111) | | — | | 48 | | 2 | | (61) | |
Balance, September 30, 2022 | $ | 860 | | $ | 60 | | $ | (342) | | $ | 36 | | $ | 614 | |
(1) Readily marketable inventories, derivatives, net, and Trade accounts payable, includes gains/(losses) of $480 million, $89 million and $30 million, respectively, that are attributable to the change in unrealized gains/(losses) relating to Level 3 assets and liabilities still held at September 30, 2022.
(2) Comprises the fair values of marketable securities and investments in Other current assets. Included within Other income (expense) - net of the condensed consolidated statements of income are $45 million in mark-to-market losses related to securities still held at September 30, 2022.
12. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The Company uses derivative instruments to manage several market risks, such as interest rate, foreign currency, and commodity risk. Some of those hedges the Company enters into qualify for hedge accounting in the financial statements (Hedge Accounting Derivatives) and some, while intended as economic hedges, do not qualify or are not designated for hedge accounting (Economic Hedge Derivatives). As these derivatives impact the financial statements in different ways, they are discussed separately below.
Hedge Accounting Derivatives - The Company uses derivatives in qualifying hedge accounting relationships to manage certain of its interest rate, foreign currency, and commodity risks. In executing these hedge strategies, the Company primarily relies on the shortcut and critical terms match methods in designing its hedge accounting strategy, which results in little to no net earnings impact for these hedge relationships. The Company monitors these relationships on a quarterly basis and performs a quantitative analysis to validate the assertion that the hedges are highly effective if there are changes to the hedged item or hedging derivative.
Fair value hedges - These derivatives are used to hedge the effect of interest rate and currency exchange rate changes on certain long-term debt. Under fair value hedge accounting, the derivative is measured at fair value and the carrying value of hedged debt is adjusted for the change in value related to the exposure being hedged, with both adjustments offset to earnings. In other words, the earnings effect of a change in the fair value of the derivative will be substantially offset by the earnings effect of the change in the carrying value of the hedged debt. The net impact of fair value hedge accounting for interest rate swaps is recognized in Interest expense. For cross currency swaps the changes in currency risk on the derivative are recognized in Foreign exchange gains (losses), and the changes in interest rate risk are recognized in Interest expense. Changes in basis risk are held in Accumulated other comprehensive income (loss) until realized through the coupon.
Cash flow hedges of currency risk - The Company manages currency risk on certain forecasted sales, purchases, selling, general and administrative expenses, and recognized assets and liabilities with currency forwards. The change in the value of the forward is held in Accumulated other comprehensive income (loss) until the transaction affects earnings, at which time the change in value of the currency forward is reclassified to Net sales, Cost of goods sold, or Selling, general and administrative expenses. These hedges mature at various times through December 2024. Of the amount currently in Accumulated other comprehensive income (loss), $2 million of deferred losses is expected to be reclassified to earnings in the next twelve months.
Net investment hedges - The Company hedges the currency risk of certain of its foreign subsidiaries with currency forwards for which the currency risk is remeasured through Accumulated other comprehensive income (loss). For currency forwards, the forward method is used. The change in the value of the forward is classified in Accumulated other comprehensive income (loss) until the transaction affects earnings by way of either sale or substantial liquidation of the foreign subsidiary.
The table below provides information about the balance sheet values of hedged items and the notional amount of derivatives used in hedging strategies. The notional amount of the derivative is the number of units of the underlying (for example, the notional principal amount of the debt in an interest rate swap). The notional amount is used to compute interest or other payment streams to be made under the contract and is a measure of the Company’s level of activity. The Company discloses derivative notional amounts on a gross basis.
| | | | | | | | | | | | | | |
(US$ in millions) | September 30, 2023 | December 31, 2022 | Unit of Measure |
Hedging instrument type: | | | |
Fair value hedges of interest rate risk | | | |
| Interest rate swap - notional amount | $ | 2,900 | | $ | 3,753 | | $ Notional |
| Cumulative adjustment to long-term debt from application of hedge accounting | $ | (363) | | $ | (341) | | $ Notional |
| Carrying value of hedged debt | $ | 2,522 | | $ | 3,394 | | $ Notional |
| | | | |
Fair value hedges of currency risk | | | |
| Cross currency swap | $ | 206 | | $ | 232 | | $ Notional |
| | | | |
| Carrying value of hedged debt | $ | 206 | | $ | 232 | | $ Notional |
| | | | |
| | | |
| | | | |
| | | | |
Cash flow hedges of currency risk | | | |
| Foreign currency forward - notional amount | $ | 57 | | $ | 310 | | $ Notional |
| Foreign currency option - notional amount | $ | 117 | | $ | 108 | | $ Notional |
| | | | |
| | | |
| | | | |
| | | | |
Net investment hedges | | | |
| Foreign currency forward - notional amount | $ | 1,023 | | $ | 495 | | $ Notional |
| | | | |
Economic Hedge Derivatives - In addition to using derivatives in qualifying hedge relationships, the Company enters into derivatives to economically hedge its exposure to a variety of market risks it incurs in the normal course of operations.
Interest rate derivatives are used to hedge exposures to the Company's financial instrument portfolios and debt issuances. The impact of changes in fair value of these instruments is primarily presented in Interest expense.
Currency derivatives are used to hedge the balance sheet and commercial exposures that arise from the Company's global operations. The impact of changes in fair value of these instruments is presented in Cost of goods sold when hedging commercial exposures and Foreign exchange (losses) gains when hedging monetary exposures.
Agricultural commodity derivatives are used primarily to manage the Company's inventory and forward purchase and sales contracts. Contracts to purchase agricultural commodities generally relate to current or future crop years for delivery periods quoted by regulated commodity exchanges. Contracts for the sale of agricultural commodities generally do not extend beyond one future crop cycle. The impact of changes in fair value of these instruments is presented in Cost of goods sold.
The Company uses derivative instruments referred to as forward freight agreements ("FFAs") and FFA options to hedge portions of its current and anticipated ocean freight costs. The impact of changes in fair value of these instruments is presented in Cost of goods sold.
The Company uses energy derivative instruments to manage its exposure to volatility in energy costs. Hedges may be entered into for natural gas, electricity, coal and fuel oil, including bunker fuel. The impact of changes in fair value of these instruments is presented in Cost of goods sold.
The Company may also enter into other derivatives, including credit default swaps, carbon emission derivatives and equity derivatives to manage its exposure to credit risk and broader macroeconomic risks. The impact of changes in fair value of these instruments is presented in Cost of goods sold.
The table below summarizes the volume of economic derivatives as of September 30, 2023 and December 31, 2022. For those contracts traded bilaterally through the over-the-counter markets (e.g., forwards, forward rate agreements ("FRA"), and swaps), the gross position is provided. For exchange traded (e.g., futures, FFAs, and options) and cleared positions (e.g., energy swaps), the net position is provided.
| | | | | | | | | | | | | | | | | |
| September 30, | December 31, | |
| 2023 | 2022 | Unit of Measure |
(US$ in millions) | Long | (Short) | Long | (Short) |
Interest rate | | | | | |
Swaps | $ | 115 | | $ | (1,630) | | $ | 387 | | $ | (1,267) | | $ Notional |
Futures | $ | — | | $ | (313) | | $ | — | | $ | (97) | | $ Notional |
Forwards | $ | 631 | | $ | (860) | | $ | — | | $ | — | | $ Notional |
Currency | | | | | |
Forwards | $ | 9,714 | | $ | (12,459) | | $ | 9,819 | | $ | (9,682) | | $ Notional |
Swaps | $ | 2,292 | | $ | (1,019) | | $ | 2,441 | | $ | (2,876) | | $ Notional |
Futures | $ | — | | $ | (4) | | $ | 11 | | $ | — | | $ Notional |
Options | $ | 58 | | $ | (35) | | $ | — | | $ | (102) | | Delta |
Agricultural commodities | | | | | |
Forwards | 29,271,422 | | (36,196,274) | | 20,493,679 | | (27,766,763) | | Metric Tons |
Swaps | — | | — | | — | | (1,864,262) | | Metric Tons |
Futures | — | | (5,099,604) | | — | | (4,092,772) | | Metric Tons |
Options | 221,203 | | (288,927) | | 1,025 | | (216,647) | | Metric Tons |
Ocean freight | | | | | |
FFA | — | | (4,965) | | — | | (11,197) | | Hire Days |
| | | | | |
Natural gas | | | | | |
Forwards | 6,336 | | (6,336) | | — | | — | | MMBtus |
Swaps | 927,014 | | — | | 1,460,190 | | — | | MMBtus |
Futures | 4,289,892 | | — | | 5,250,393 | | — | | MMBtus |
Options | 2,622,078 | | — | | — | | — | | MMBtus |
Electricity | | | | | |
| | | | | |
Futures | 40,267 | | — | | — | | — | | Mwh |
| | | | | |
Swaps | — | | — | | 22,987 | | (8,619) | | Mwh |
Energy - other | | | | | |
Swaps | 189,731 | | — | | 175,784 | | — | | Metric Tons |
Futures | 16,360 | | — | | 1,320,881 | | — | | Metric Tons |
Options | — | | (27,280) | | — | | — | | Metric Tons |
Energy - CO2 | | | | | |
Futures | 826,000 | | — | | — | | (38,000) | | Metric Tons |
Other | | | | | |
Swaps and futures | $ | 10 | | $ | (15) | | $ | 20 | | $ | (50) | | $ Notional |
The Effect of Derivative Instruments and Hedge Accounting on the Condensed Consolidated Statements of Income
The tables below summarize the net effect of derivative instruments and hedge accounting on the condensed consolidated statements of income for the three and nine months ended September 30, 2023 and 2022.
| | | | | | | | | | | |
| | Gain (Loss) Recognized in Income on Derivative Instruments |
| | Three Months Ended September 30, |
(US$ in millions) | | 2023 | 2022 |
Income statement classification | Type of derivative | | |
Net sales | | | |
Hedge accounting | Foreign currency | $ | 2 | | $ | — | |
| | | |
Cost of goods sold | | | |
| | | |
| | | |
Hedge accounting | Foreign currency | $ | 1 | | $ | 3 | |
Economic hedges | Foreign currency | (41) | | 59 | |
| Commodities | 30 | | 303 | |
| Other (1) | 79 | | (3) | |
Total Cost of goods sold | | $ | 69 | | $ | 362 | |
| | | |
| | | |
| | | |
| | | |
Selling, general & administrative | | | |
Hedge Accounting | Foreign exchange | $ | — | | $ | (1) | |
| | | |
Interest expense | | | |
Hedge accounting | Interest rate | $ | (35) | | $ | (8) | |
| | | |
Total Interest expense | | $ | (35) | | $ | (8) | |
| | | |
Foreign exchange (losses) gains | | | |
Hedge accounting | Foreign currency | $ | (5) | | $ | 2 | |
Economic hedges | Foreign currency | 10 | | 14 | |
Total Foreign exchange (losses) gains | | $ | 5 | | $ | 16 | |
| | | |
Other income (expense) | | | |
Economic hedges | Interest rate | $ | (1) | | $ | 1 | |
| | | |
| | | |
| | | |
| | | |
Other comprehensive income (loss) | | | |
Gains and losses on derivatives used as fair value hedges of foreign currency risk included in Other comprehensive income (loss) during the period | $ | 1 | | $ | (2) | |
Gains and losses on derivatives used as cash flow hedges of foreign currency risk included in Other comprehensive income (loss) during the period | $ | 10 | | $ | 38 | |
| | |
Gains and losses on derivatives used as net investment hedges included in Other comprehensive income (loss) during the period | $ | 20 | | $ | (4) | |
| | |
| | |
| | |
Amounts released from Accumulated other comprehensive income (loss) during the period | | |
| | |
| | |
Cash flow hedge of foreign currency risk | $ | (1) | | $ | (18) | |
| | |
(1) Other includes results from freight, energy, and other derivatives.
| | | | | | | | | | | |
| | | |
| | Gain (Loss) Recognized in Income on Derivative Instruments |
| | Nine months ended September 30, |
(US$ in millions) | | 2023 | 2022 |
Income statement classification | Type of derivative | | |
Net sales | | | |
Hedge accounting | Foreign currency | $ | 6 | | $ | 7 | |
| | | |
Cost of goods sold | | | |
Hedge accounting | Foreign currency | $ | 1 | | $ | 3 | |
| | | |
Economic hedges | Foreign currency | 367 | | 482 | |
| Commodities | 394 | | (318) | |
| Other (1) | 86 | | 90 | |
Total Cost of goods sold | | $ | 848 | | $ | 257 | |
| | | |
Selling, general & administrative expenses | | | |
Hedge Accounting | Foreign exchange | $ | 1 | | $ | (1) | |
| | | |
Interest expense | | | |
Hedge accounting | Interest rate | $ | (103) | | $ | (12) | |
Economic hedges | Interest rate | 6 | | 1 | |
Total Interest expense | | $ | (97) | | $ | (11) | |
| | | |
Foreign exchange (losses) gains | | | |
Hedge accounting | Foreign currency | $ | (26) | | $ | (35) | |
Economic hedges | Foreign currency | 4 | | 130 | |
Total Foreign exchange (losses) gains | | $ | (22) | | $ | 95 | |
| | | |
Other income (expense) | | | |
Economic hedges | Interest rate | $ | 1 | | $ | 2 | |
| | | |
| | | |
Other comprehensive income (loss) | | | |
Gains and losses on derivatives used as fair value hedges of foreign currency risk included in Other comprehensive income (loss) during the period | $ | 1 | | $ | — | |
Gains and losses on derivatives used as cash flow hedges of foreign currency risk included in Other comprehensive income (loss) during the period | $ | (21) | | $ | 72 | |
| | |
Gains and losses on derivatives used as net investment hedges included in Other comprehensive income (loss) during the period | $ | (41) | | $ | (110) | |
| | |
| | |
Amounts released from Accumulated other comprehensive income (loss) during the period | | |
| | |
| | |
Cash flow hedge of foreign currency risk | $ | (1) | | $ | (25) | |
(1) Other includes results from freight, energy, and other derivatives.
13. DEBT
Prior to June 21, 2023, Bunge conducted most of its third party financing activities through a centralized financing structure that included a master trust (the “Bunge Master Trust”). On June 21, 2023, Bunge terminated the Bunge Master Trust in accordance with a termination and lien release agreement in order to simplify the legal framework around its capital structure. Post termination of the Bunge Master Trust, Bunge will continue to conduct most of its third party financing activities centrally through 100% owned finance subsidiaries which carry full, unconditional guarantees of the parent company. In connection with the termination of the Bunge Master Trust, Bunge amended its existing credit agreements and related guarantees to remove all references and provisions related to the Bunge Master Trust, as well as made amendments to certain credit facilities as discussed further below.
Also on June 21, 2023, Bunge entered into an unsecured $1.1 billion 364-day revolving credit agreement (the “$1.1 Billion 2024 Credit Agreement”) with a group of lenders, maturing on June 19, 2024. Bunge may from time to time request one or more of the existing or new lenders to increase the total participations under the $1.1 Billion 2024 Credit Agreement by an aggregate amount up to $250 million, subject to lender approval, pursuant to an accordion provision. Borrowings will bear interest at Secured Overnight Financing Rate (“SOFR”) plus a SOFR adjustment and applicable margin as defined in the $1.1 Billion 2024 Credit Agreement. The $1.1 Billion 2024 Credit Agreement replaced an existing $1.1 billion 364-day revolving credit agreement scheduled to mature July 14, 2023. Bunge had no borrowings outstanding at September 30, 2023, and December 31, 2022, under the $1.1 Billion 2024 Credit Agreement and the predecessor agreement, respectively.
Further, on June 21, 2023, Bunge amended its $1.35 billion 5-year revolving credit agreement to increase total commitments under the facility to $1.95 billion (the “$1.95 Billion Credit Agreement"). Bunge may from time to time request one or more of the existing or new lenders to increase the total participations under the $1.95 Billion Credit Agreement by an aggregate amount up to $1.5 billion pursuant to an accordion provision. Borrowings will bear interest at SOFR plus a SOFR adjustment and applicable margin as defined in the $1.95 Billion Credit Agreement. Bunge had no borrowings outstanding at September 30, 2023, and December 31, 2022, under the $1.95 Billion Credit Agreement.
Bunge had no borrowings outstanding at September 30, 2023, and December 31, 2022, under the unsecured $865 million Revolving Credit Agreement (the "$865 Million 2026 Facility") with a group of lenders, set to mature on October 29, 2026. Borrowings will bear interest at SOFR plus a SOFR adjustment and applicable margin, as defined in the $865 Million 2026 Facility.
Bunge had no borrowings outstanding at September 30, 2023, and December 31, 2022, under the unsecured $1.75 billion revolving credit facility, set to mature on December 16, 2024 and terminated on October 6, 2023 ("Terminated $1.75 Billion Revolving Credit Facility"). On October 6, 2023, Bunge replaced the capacity of the Terminated $1.75 Billion Revolving Credit Facility by entering into an unsecured $1.75 billion revolving credit facility ("$1.75 Billion Revolving Credit Facility"), with a group of lenders, maturing on October 6, 2026. Bunge may from time to time, with the consent of the agent, request one or more of the existing lenders or new lenders to increase the total commitments in an amount not to exceed $1.75 billion pursuant to an accordion provision. Bunge has the option to request an extension of the maturity date of the $1.75 Billion Revolving Credit Facility for two additional one-year periods. Borrowings under the $1.75 Billion Revolving Credit Facility will bear interest at SOFR plus a SOFR adjustment, which will vary from 0.05% to 0.25% based on the tenor of the interest period selected, plus a margin, which will vary from 0.25% to 0.90%, based on the senior long-term unsecured debt rating provided by Moody’s Investors Services Inc. (“Moody’s”) and S&P Global Ratings ("S&P"). The applicable margin is also subject to certain premiums or discounts tied to certain sustainability criteria, including, but not limited to, science based targets (SBTs) that define Bunge’s climate goals within its operations and a commitment to eliminate deforestation in its supply chains in 2025.
Borrowings under the committed revolving credit facilities described above typically have an original maturity of three months or less, resulting in net presentation of proceeds and repayments of short-term debt in the condensed consolidated statements of cash flows.
At September 30, 2023, Bunge had $5,665 million unused and available committed borrowing capacity comprised of committed revolving credit facilities with a number of financial institutions. At December 31, 2022, Bunge had $6,665 million unused and available committed borrowing capacity comprised of committed revolving credit facilities and the commercial paper program with a number of financial institutions, totaling $5,665 million, and $1,000 million in committed unsecured delayed draw term loans, as discussed below.
On June 21, 2023, Bunge terminated its existing $600 million asset-backed commercial paper program and its related liquidity and letter of credit facilities. To continue access to the commercial paper market, Bunge established a new $1 billion unsecured corporate commercial paper program (the “$1 Billion Commercial Paper Program”). S&P and Moody's assigned short-term ratings of A-2 and P-2, respectively. The short-term credit ratings of the $1 Billion Commercial Paper Program require Bunge to keep same day unused committed borrowing capacity under its long-term committed credit facilities in an amount greater or equal to the amount of commercial paper issued and outstanding. The $1 Billion Commercial Paper Program has no maturity date. At September 30, 2023, there were no borrowings outstanding under the $1 Billion Commercial Paper Program. At December 31, 2022, there were no borrowings outstanding under Bunge’s prior commercial paper program and its related liquidity and letter of credit facilities. Borrowings under the $1 Billion Commercial Paper Program typically have an original maturity of three months or less, resulting in net presentation of proceeds and repayments of short-term debt in the condensed consolidated statements of cash flows.
In addition to committed facilities, from time to time, Bunge Limited and/or its financing subsidiaries enter into uncommitted bilateral short-term credit lines as necessary based on financing requirements. At September 30, 2023, and December 31, 2022, there were no borrowings, respectively, outstanding under these bilateral short-term credit lines. Loans under such credit lines are non-callable by the respective lenders. In addition, Bunge's operating companies had $914 million and $546 million in short-term borrowings outstanding under local bank lines of credit at September 30, 2023, and December 31, 2022, respectively, to support working capital requirements. The original maturity of borrowings under uncommitted bilateral credit lines and local bank lines of credit varies based upon the Company's financing objectives. As a result, proceeds and repayments of such credit lines may be presented on a net basis, or separately, in the condensed consolidated statements of cash flows as dictated by the borrowing's original maturity.
The fair value of Bunge’s long-term debt, including current portion, is calculated based on interest rates currently available on comparable maturities to companies with credit standing similar to that of Bunge. The carrying amounts and fair values of long-term debt are as follows:
| | | | | | | | | | | | | | | | | | | | | |
| September 30, 2023 | | December 31, 2022 |
(US$ in millions) | Carrying Value | Fair Value (Level 2) | | | | Carrying Value | Fair Value (Level 2) | | |
Long-term debt, including current portion | $ | 4,268 | | $ | 4,294 | | | | | $ | 4,105 | | $ | 4,148 | | | |
Upon maturity in June 2023, Bunge repaid the principal and accrued interest due on its issued and outstanding 800 million Euro 1.85% Senior Notes.
On August 5, 2022, Bunge entered into an unsecured $250 million delayed draw term loan (the "$250 Million February 2023 Delayed Draw Term Loan") with a group of lenders that was required to be drawn by February 2, 2023. The $250 million February 2023 Delayed Draw Term Loan bears interest at SOFR plus a SOFR adjustment and applicable margin, as defined in the $250 million February 2023 Delayed Draw Term Loan agreement. The $250 million February 2023 Delayed Draw Term Loan was drawn on February 2, 2023 and matures on August 5, 2027.
On July 26, 2022, and later amended on October 7, 2022, Bunge entered into an unsecured $750 million delayed draw term loan (the "$750 Million Delayed Draw Term Loan") with a group of lenders giving Bunge the option to draw the loan by January 25, 2023. The $750 Million Delayed Draw Term Loan bears interest at SOFR plus a SOFR adjustment and applicable margin, as defined in the $750 Million Delayed Draw Term Loan agreement. The $750 Million Delayed Draw Term Loan was drawn on January 25, 2023 and matures on October 24, 2025.
On October 6, 2023, Bunge prepaid and terminated its 5-year term loan agreement due 2024, dated as of July 1, 2019, as amended as of December 15, 2021, as further amended as of June 21, 2023, with Sumitomo Mitsui Banking Corporation, as administrative agent, and certain lenders party thereto. On September 30, 2023, term loans in the amount of ¥30.7 billion and $90 million, for a total of $296 million, were recorded in Current portion of long-term debt on the condensed consolidated balance sheet. The Company does not expect to pay any prepayment penalties in connection with the termination.
As described in Note 2 - Acquisitions and Dispositions, Bunge has secured a total of $8.0 billion in Acquisition Financing in the form of a $7.7 billion financing commitment from a consortium of lenders, arranged by Sumitomo Mitsui Banking Corporation and a $300 million 5-year delayed draw term loan from CoBank and the U.S. farm credit system executed July 7, 2023 that may be drawn upon the closing of the acquisition. The $7.7 billion financing commitment is in the form of a three tranche term loan maturing 364-days, 2-years and 3-years from closing of the acquisition.
14. RELATED PARTY TRANSACTIONS
Bunge purchases agricultural commodity products from certain of its unconsolidated investees and other related parties. Such related party purchases comprised approximately 8% or less of total Cost of goods sold for the three and nine months ended September 30, 2023, and 2022. Bunge also sells agricultural commodity products to certain of its unconsolidated investees and other related parties. Such related party sales comprised approximately 2% or less of total Net sales for the three and nine months ended September 30, 2023, and 2022.
In addition, Bunge receives services from and provides services to its unconsolidated investees and other related parties, including tolling, port handling, administrative support, and other services. For the three and nine months ended September 30, 2023, and 2022, such services were not material to the Company's consolidated results.
At September 30, 2023, and December 31, 2022, receivables related to the above related party transactions comprised approximately 1% or less of total Trade accounts receivable. At September 30, 2023, and December 31, 2022, payables related to the above related party transactions comprised approximately 4% or less of total Trade accounts payable.
Bunge believes all transaction values to be similar to those that would be conducted with third parties at arm's-length.
15. COMMITMENTS AND CONTINGENCIES
Bunge is party to claims and lawsuits, primarily non-income tax and labor claims in South America, arising in the normal course of business. Bunge is also involved from time to time in various contract, antitrust, environmental litigation and remediation, and other litigation, claims, government investigations, and legal proceedings. The ability to predict the ultimate outcome of such matters involves judgments, estimates and inherent uncertainties. Bunge records liabilities related to legal matters when the exposure item becomes probable and can be reasonably estimated. Bunge management does not expect these matters to have a material adverse effect on Bunge’s financial condition, results of operations, or liquidity. However, these matters are subject to inherent uncertainties and there exists the remote possibility that a liability arising from these matters could have a material adverse impact in the period in which the uncertainties are resolved should the liability substantially exceed the amount of provisions included in the condensed consolidated balance sheets. Information regarding the claims appears in Bunge’s Report on Form 10-K for the year ended December 31, 2022. Included in Other non-current liabilities as of September 30, 2023, and December 31, 2022, are the following amounts related to these matters:
| | | | | | | | |
(US$ in millions) | September 30, 2023 | December 31, 2022 |
Non-income tax claims | $ | 19 | | $ | 20 | |
Labor claims | 69 | | 76 | |
Civil and other claims | 109 | | 105 | |
Total | $ | 197 | | $ | 201 | |
Brazil Indirect Taxes - non-income tax claims - These tax claims relate to claims against Bunge’s Brazilian subsidiaries, primarily value-added tax claims (ICMS, ISS, IPI and PIS/COFINS).
The Company continues to evaluate the merits of outstanding claims from examinations of ICMS and PIS/COFINS tax returns concluded by Brazilian federal and state tax authorities and will recognize them if and when loss is considered probable. The outstanding claims comprise the following:
| | | | | | | | | | | |
(US$ in millions) | Years Examined | September 30, 2023 | December 31, 2022 |
ICMS | 1990 to Present | $ | 224 | | $ | 215 | |
PIS/COFINS | 2002 to Present | $ | 423 | | $ | 347 | |
Labor claims — The labor claims are principally against Bunge’s Brazilian subsidiaries. The labor claims primarily relate to dismissals, severance, health and safety, salary adjustments, and supplementary retirement benefits.
Civil and other claims — The civil and other claims relate to various disputes with third parties, including suppliers and customers.
Guarantees — Bunge has issued or was a party to the following guarantees at September 30, 2023:
| | | | | | | | |
(US$ in millions) | Recorded Liability | Maximum Potential Future Payments |
Unconsolidated affiliates guarantee (1) | $ | — | | $ | 93 | |
Residual value guarantee (2) | — | | 388 | |
Russia disposition indemnity (3) | 9 | | 235 | |
Other guarantees | — | | 10 | |
Total | $ | 9 | | $ | 726 | |
(1) Bunge has issued guarantees to certain financial institutions related to debt of certain of its unconsolidated affiliates. The terms of the guarantees are equal to the terms of the related financings, which have maturity dates through 2034. There are no recourse provisions or collateral that would enable Bunge to recover any amounts paid under these guarantees. In addition, certain Bunge subsidiaries have guaranteed the obligations of certain of their unconsolidated affiliates and in connection therewith have secured their guarantee obligations through a pledge to the financial institutions of certain of their unconsolidated affiliates' shares plus loans receivable from the unconsolidated affiliates in the event that the guaranteed obligations are enforced. Based on amounts drawn under such debt facilities at September 30, 2023, Bunge's potential liability was $58 million, and it has recorded less than $1 million obligation related to these guarantees within Other non-current liabilities.
(2) Bunge has issued guarantees to certain financial institutions that are party to certain operating lease arrangements for railcars, barges, and buildings. These guarantees provide for a minimum residual value to be received by the lessor at the conclusion of the lease term. These leases expire at various dates from 2024 through 2029. At September 30, 2023, no obligation has been recorded related to these guarantees. Any obligation recorded would be recognized in Current operating lease obligations or Non-current operating lease obligations.
(3) On February 3, 2023, Bunge agreed to indemnify the buyer of its Russian operations against certain existing legal claims involving Bunge's Russian subsidiary. The indemnity expires on February 2, 2030. As of September 30, 2023, Bunge recorded a $9 million obligation related to this indemnity within Other non-current liabilities.
Bunge Limited has provided a guarantee to the Director of the Illinois Department of Agriculture as Trustee for Bunge North America, Inc. ("BNA"), an indirect wholly-owned subsidiary, which guarantees all amounts due and owing by BNA to grain producers and/or depositors in the State of Illinois who have delivered commodities to BNA’s Illinois facilities.
16. OTHER NON-CURRENT LIABILITIES
Other non-current liabilities consist of the following:
| | | | | | | | |
(US$ in millions) | September 30, 2023 | December 31, 2022 |
Labor, legal, and other provisions | $ | 215 | | $ | 205 | |
Pension and post-retirement obligations | 146 | | 152 | |
Uncertain income tax positions (1) | 64 | | 59 | |
Unrealized losses on derivative contracts, at fair value (2) | 364 | | 332 | |
Other | 111 | | 101 | |
Total | $ | 900 | | $ | 849 | |
(1)See Note 9 - Income Taxes.
(2)See Note 11- Fair Value Measurements.
17. EQUITY
Share repurchase program — As noted in Note 2 - Acquisitions and Dispositions, on June 12, 2023, Bunge's Board of Directors approved the expansion of an existing $500 million program for the repurchase of Bunge’s issued and outstanding common shares. At the time, approximately $300 million of capacity for the repurchase of Bunge common shares remained available under the existing program and Bunge's Board of Directors approved the expansion of the program by an additional $1.7 billion, for an aggregate unutilized capacity of $2.0 billion at June 12, 2023. The program continues to have an indefinite term. During the three and nine months ended September 30, 2023, Bunge repurchased 4,327,536 common shares for $488 million. As of September 30, 2023, 6,436,651 common shares were repurchased for $688 million and $1.5 billion remained outstanding for repurchases under the program.
In October 2023, Bunge repurchased an additional 1,080,325 common shares for $112 million. Therefore, as of October 26, 2023, 7,516,976 common shares were repurchased for $800 million and $1.4 billion remains outstanding for repurchases under the program.
Dividends on common shares — On August 17, 2023, Bunge announced that the Company's Board of Directors had declared a dividend of $0.6625 per common share, payable on December 1, 2023, to shareholders of record on November 17, 2023. During the nine months ended September 30, 2023, the Company's Board of Directors declared total dividends on common shares of $1.95 per common share.
Accumulated other comprehensive income (loss) attributable to Bunge — The following table summarizes the balances of related after-tax components of Accumulated other comprehensive income (loss) attributable to Bunge:
| | | | | | | | | | | | | | | |
| | | | | |
(US$ in millions) | Foreign Exchange Translation Adjustment | Deferred Gains (Losses) on Hedging Activities | Pension and Other Postretirement Liability Adjustments | | Accumulated Other Comprehensive Income (Loss) |
Balance, July 1, 2023 | $ | (5,554) | | $ | (435) | | $ | (102) | | | $ | (6,091) | |
Other comprehensive income (loss) before reclassifications | (162) | | 31 | | — | | | (131) | |
| | | | | |
Amount reclassified from accumulated other comprehensive income (loss) | (1) | | (1) | | — | | | (2) | |
Balance, September 30, 2023 | $ | (5,717) | | $ | (405) | | $ | (102) | | | $ | (6,224) | |
| | | | | | | | | | | | | | | | |
| | | | | | |
(US$ in millions) | Foreign Exchange Translation Adjustment | Deferred Gains (Losses) on Hedging Activities | Pension and Other Postretirement Liability Adjustments | | | Accumulated Other Comprehensive Income (Loss) |
Balance, July 1, 2022 | $ | (5,962) | | $ | (331) | | $ | (143) | | | | $ | (6,436) | |
Other comprehensive income (loss) before reclassifications | (333) | | 32 | | — | | | | (301) | |
Acquisition of redeemable noncontrolling interest | (15) | | — | | — | | | | (15) | |
Amount reclassified from accumulated other comprehensive income (loss) | 158 | | (18) | | 1 | | | | 141 | |
Balance, September 30, 2022 | $ | (6,152) | | $ | (317) | | $ | (142) | | | | $ | (6,611) | |
| | | | | | | | | | | | | | | | |
| | | | | | |
(US$ in millions) | Foreign Exchange Translation Adjustment | Deferred Gains (Losses) on Hedging Activities | Pension and Other Postretirement Liability Adjustments | | | Accumulated Other Comprehensive Income (Loss) |
Balance, January 1, 2023 | $ | (5,926) | | $ | (343) | | $ | (102) | | | | $ | (6,371) | |
Other comprehensive income (loss) before reclassifications | 107 | | (61) | | — | | | | 46 | |
| | | | | | |
Amount reclassified from accumulated other comprehensive income (loss) | 102 | | (1) | | — | | | | 101 | |
Balance, September 30, 2023 | $ | (5,717) | | $ | (405) | | $ | (102) | | | | $ | (6,224) | |
| | | | | | | | | | | | | | | | |
| | | | | | |
(US$ in millions) | Foreign Exchange Translation Adjustment | Deferred Gains (Losses) on Hedging Activities | Pension and Other Postretirement Liability Adjustments (1) | | | Accumulated Other Comprehensive Income (Loss) |
Balance, January 1, 2022 | $ | (6,093) | | $ | (254) | | $ | (124) | | | | $ | (6,471) | |
Other comprehensive income (loss) before reclassifications | (202) | | (38) | | — | | | | (240) | |
Acquisition of redeemable noncontrolling interest | (15) | | — | | — | | | | (15) | |
Amount reclassified from accumulated other comprehensive income (loss) (1) | 158 | | (25) | | (18) | | | | 115 | |
Balance, September 30, 2022 | $ | (6,152) | | $ | (317) | | $ | (142) | | | | $ | (6,611) | |
(1)On February 28, 2022, the Company, together with plan participants and related employee unions, agreed to the transition of one of the Company's international defined benefit pension plans to a multi-employer pension plan. Following the transition, the Company accounts for the multi-employer plan similar to a defined contribution plan, resulting in full settlement of the related defined benefit plan obligations.
In connection with the settlement, during the nine months ended September 30, 2022, the Company reclassified $27 million (net of $10 million tax expense) in unamortized actuarial gains from Accumulated other comprehensive income (loss), of which $19 million was attributable to Bunge (net of $7 million in tax expense), and $8 million was attributable to redeemable non-controlling interest (net of $3 million in tax expense).
18. EARNINGS PER COMMON SHARE
The following table sets forth the computation of basic and diluted earnings per common share.
| | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
(US$ in millions, except for share data) | 2023 | 2022 | | 2023 | 2022 |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Net income (loss) attributable to Bunge common shareholders | $ | 373 | | $ | 380 | | | $ | 1,627 | | $ | 1,274 | |
| | | | | |
| | | | | |
| | | | | |
Weighted-average number of common shares outstanding: | | | | |
Basic | 149,195,908 | | 150,560,803 | | | 149,958,262 | | 148,321,921 | |
Effect of dilutive shares: | | | | | |
—stock options and awards (2) | 2,020,948 | | 1,859,490 | | | 1,933,552 | | 2,562,862 | |
—convertible preference shares (1) | — | | — | | | — | | 2,629,703 | |
Diluted | 151,216,856 | | 152,420,293 | | | 151,891,814 | | 153,514,486 | |
| | | | | |
Earnings per common share: | | | | | |
| | | | | |
| | | | | |
Net income (loss) attributable to Bunge common shareholders—basic | $ | 2.50 | | $ | 2.52 | | | $ | 10.85 | | $ | 8.59 | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Net income (loss) attributable to Bunge common shareholders—diluted | $ | 2.47 | | $ | 2.49 | | | $ | 10.71 | | $ | 8.30 | |
(1) Effective March 23, 2022, (the "Conversion Date"), in accordance with the terms of the certificate of designation governing the convertible preference shares, all of the Company's issued and outstanding convertible preference shares were automatically converted into 1.2846 common shares of the Company, par value $0.01 per share. As a result of this conversion, dividends on the convertible preference shares ceased to accrue on the Conversion Date.
(2) The weighted-average common shares outstanding-diluted exclude less than one million stock options and contingently issuable restricted stock units, which were not dilutive and not included in the computation of earnings per share for each of the three and nine months ended September 30, 2023, and 2022.
19. SEGMENT INFORMATION
The Company's operations are organized, managed, and classified into four reportable segments - Agribusiness, Refined and Specialty Oils, Milling, and Sugar and Bioenergy, based upon their similar economic characteristics, products and services offered, production processes, types and classes of customer, and distribution methods. The Company’s remaining operations are not reportable segments, as defined by the applicable accounting standard, and are classified as Corporate and Other.
The Agribusiness segment is characterized by both inputs and outputs being agricultural commodities and thus high volume and low margin. The Refined and Specialty Oils segment involves the processing, production, and marketing of products derived from vegetable oils. The Milling segment involves the processing, production, and marketing of products derived primarily from wheat and corn. The Sugar and Bioenergy reportable segment primarily comprises the net earnings in the Company’s 50% interest in BP Bunge Bioenergia, a joint venture with BP p.l.c. ("BP").
Corporate and Other includes salaries and overhead for corporate functions that are not allocated to the Company’s individual reporting segments because the operating performance of each reporting segment is evaluated by the Company's chief operating decision maker exclusive of these items, as well as certain other activities including Bunge Ventures, the Company's captive insurance activities, securitization program, and certain income tax assets and liabilities.
Transfers between segments are generally valued at market. Segment revenues generated from these transfers are shown in the following table as “Inter-segment revenues.”
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, 2023 |
(US$ in millions) | Agribusiness | Refined and Specialty Oils | Milling | Sugar and Bioenergy | Corporate and Other | Eliminations | Total |
Net sales to external customers | $ | 10,082 | | $ | 3,601 | | $ | 479 | | $ | 56 | | $ | 9 | | $ | — | | $ | 14,227 | |
Inter–segment revenues | 2,139 | | 45 | | — | | — | | — | | (2,184) | | — | |
Cost of goods sold | (9,437) | | (3,249) | | (429) | | (54) | | (13) | | — | | (13,182) | |
Gross profit | 645 | | 352 | | 50 | | 2 | | (4) | | — | | 1,045 | |
Selling, general and administrative expenses | (145) | | (98) | | (25) | | (1) | | (178) | | — | | (447) | |
Foreign exchange (losses) gains | (52) | | (2) | | — | | 1 | | 6 | | — | | (47) | |
EBIT attributable to noncontrolling interests (1) | (9) | | (6) | | — | | — | | 1 | | — | | (14) | |
Other income (expense) - net | 36 | | (19) | | (2) | | — | | (7) | | — | | 8 | |
Income (loss) from affiliates | (14) | | — | | — | | 53 | | — | | — | | 39 | |
Total Segment EBIT (2) | 461 | | 227 | | 23 | | 55 | | (182) | | — | | 584 | |
| | | | | | | |
Total assets | 16,660 | | 3,849 | | 972 | | 469 | | 3,183 | | — | | 25,133 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, 2022 |
(US$ in millions) | Agribusiness | Refined and Specialty Oils | Milling | Sugar and Bioenergy | Corporate and Other | Eliminations | Total |
Net sales to external customers | $ | 11,741 | | $ | 4,302 | | $ | 631 | | $ | 74 | | $ | 11 | | $ | — | | $ | 16,759 | |
Inter–segment revenues | 2,520 | | 54 | | 13 | | — | | — | | (2,587) | | — | |
Cost of goods sold | (11,109) | | (4,070) | | (586) | | (72) | | (34) | | — | | (15,871) | |
Gross profit | 632 | | 232 | | 45 | | 2 | | (23) | | — | | 888 | |
Selling, general and administrative expenses | (135) | | (86) | | (26) | | — | | (90) | | — | | (337) | |
Foreign exchange (losses) gains | (35) | | (6) | | — | | — | | (11) | | — | | (52) | |
EBIT attributable to noncontrolling interests (1) | 3 | | (3) | | (1) | | — | | — | | — | | (1) | |
Other income (expense) - net | 6 | | (9) | | 1 | | 2 | | 40 | | — | | 40 | |
Income (loss) from affiliates | 10 | | — | | — | | 20 | | — | | — | | 30 | |
Total Segment EBIT (2) | 481 | | 128 | | 19 | | 24 | | (84) | | — | | 568 | |
| | | | | | | |
Total assets | 17,193 | | 4,190 | | 1,058 | | 360 | | 1,991 | | — | | 24,792 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| Nine Months Ended September 30, 2023 |
(US$ in millions) | Agribusiness | Refined and Specialty Oils | Milling | Sugar and Bioenergy | Corporate and Other | Eliminations | Total |
Net sales to external customers | $ | 31,809 | | $ | 11,090 | | $ | 1,484 | | $ | 192 | | $ | 29 | | $ | — | | $ | 44,604 | |
Inter–segment revenues | 6,294 | | 138 | | 164 | | — | | — | | (6,596) | | — | |
Cost of goods sold | (29,359) | | (10,063) | | (1,363) | | (188) | | (40) | | — | | (41,013) | |
Gross profit | 2,450 | | 1,027 | | 121 | | 4 | | (11) | | — | | 3,591 | |
Selling, general and administrative expenses | (428) | | (291) | | (70) | | (1) | | (430) | | — | | (1,220) | |
Foreign exchange (losses) gains | (77) | | 8 | | (1) | | 1 | | 5 | | — | | (64) | |
EBIT attributable to noncontrolling interests (1) | (29) | | (17) | | 1 | | — | | 2 | | — | | (43) | |
Other income (expense) - net | 54 | | (50) | | (5) | | 2 | | 34 | | — | | 35 | |
Income (loss) from affiliates | (19) | | — | | — | | 119 | | (17) | | — | | 83 | |
Total Segment EBIT (2) | 1,951 | | 677 | | 46 | | 125 | | (417) | | — | | 2,382 | |
| | | | | | | |
Total assets | 16,660 | | 3,849 | | 972 | | 469 | | 3,183 | | — | | 25,133 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| Nine Months Ended September 30, 2022 |
(US$ in millions) | Agribusiness | Refined and Specialty Oils | Milling | Sugar and Bioenergy | Corporate and Other | Eliminations | Total |
Net sales to external customers | $ | 35,719 | | $ | 12,723 | | $ | 1,911 | | $ | 195 | | $ | 24 | | $ | — | | $ | 50,572 | |
Inter–segment revenues | 7,899 | | 252 | | 480 | | — | | — | | (8,631) | | — | |
Cost of goods sold | (33,907) | | (11,904) | | (1,669) | | (189) | | (39) | | — | | (47,708) | |
Gross profit | 1,812 | | 819 | | 242 | | 6 | | (15) | | — | | 2,864 | |
Selling, general and administrative expenses | (375) | | (262) | | (78) | | (1) | | (263) | | — | | (979) | |
Foreign exchange (losses) gains | (119) | | (14) | | 2 | | — | | (19) | | — | | (150) | |
EBIT attributable to noncontrolling interests (1) | (14) | | (7) | | (1) | | — | | (11) | | — | | (33) | |
Other income (expense) - net | (71) | | (17) | | 2 | | 2 | | 71 | | — | | (13) | |
Income (loss) from affiliates | 41 | | — | | (1) | | 56 | | (1) | | — | | 95 | |
Total Segment EBIT (2) | 1,274 | | 519 | | 166 | | 63 | | (238) | | — | | 1,784 | |
| | | | | | | |
Total assets | 17,193 | | 4,190 | | 1,058 | | 360 | | 1,991 | | — | | 24,792 | |
(1) Include noncontrolling interests' share of interest and tax with EBIT attributable to noncontrolling interests in order to reconcile to consolidated Net (income) loss attributable to noncontrolling interests and redeemable noncontrolling interests.
(2) Total Segment earnings before interest and taxes ("EBIT") is an operating performance measure used by Bunge’s management to evaluate segment operating activities. Bunge’s management believes Total Segment EBIT is a useful measure of operating profitability, since the measure allows for an evaluation of the performance of its segments without regard to its financing methods or capital structure. In addition, EBIT is a financial measure that is widely used by analysts and investors in Bunge’s industry. Total Segment EBIT is a non-GAAP financial measure and is not intended to replace Net income (loss) attributable to Bunge, the most directly comparable U.S. GAAP financial measure. Further, Total Segment EBIT is not a measure of consolidated operating results under U.S. GAAP and should not be considered as an alternative to Net income (loss) or any other measure of consolidated operating results under U.S. GAAP. See the reconciliation of Total Segment EBIT to Net income (loss) attributable to Bunge in the table below.
A reconciliation of Net income (loss) attributable to Bunge to Total Segment EBIT follows:
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| Three Months Ended September 30, | | Nine Months Ended September 30, |
(US$ in millions) | 2023 | | 2022 | | 2023 | | 2022 |
Net income (loss) attributable to Bunge | $ | 373 | | | $ | 380 | | | $ | 1,627 | | | $ | 1,274 | |
Interest income | (38) | | | (30) | | | (121) | | | (50) | |
Interest expense | 133 | | | 103 | | | 374 | | | 306 | |
Income tax expense (benefit) | 114 | | | 113 | | | 495 | | | 257 | |
| | | | | | | |
Noncontrolling interests' share of interest and tax | 2 | | | 2 | | | 7 | | | (3) | |
Total Segment EBIT | $ | 584 | | | $ | 568 | | | $ | 2,382 | | | $ | 1,784 | |
The Company’s revenue comprises sales from commodity contracts that are accounted for under ASC 815, Derivatives and Hedging (ASC 815) and sales of other products and services that are accounted for under ASC 606, Revenue from Contracts with Customers (ASC 606). The following tables provide a disaggregation of Net sales to external customers between sales from commodity contracts (ASC 815) and sales from contracts with customers (ASC 606):
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| Three Months Ended September 30, 2023 |
(US$ in millions) | Agribusiness | Refined and Specialty Oils | Milling | Sugar and Bioenergy | Corporate and Other | Total |
Sales from commodity contracts (ASC 815) | $ | 9,491 | | $ | 305 | | $ | 23 | | $ | 53 | | $ | — | | $ | 9,872 | |
Sales from contracts with customers (ASC 606) | 591 | | 3,296 | | 456 | | 3 | | 9 | | 4,355 | |
Net sales to external customers | $ | 10,082 | | $ | 3,601 | | $ | 479 | | $ | 56 | | $ | 9 | | $ | 14,227 | |
| | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, 2022 |
(US$ in millions) | Agribusiness | Refined and Specialty Oils | Milling | Sugar and Bioenergy | Corporate and Other | Total |
Sales from commodity contracts (ASC 815) | $ | 10,900 | | $ | 333 | | $ | 26 | | $ | 72 | | $ | — | | $ | 11,331 | |
Sales from contracts with customers (ASC 606) | 841 | | 3,969 | | 605 | | 2 | | 11 | | 5,428 | |
Net sales to external customers | $ | 11,741 | | $ | 4,302 | | $ | 631 | | $ | 74 | | $ | 11 | | $ | 16,759 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| Nine Months Ended September 30, 2023 |
(US$ in millions) | Agribusiness | Refined and Specialty Oils | Milling | Sugar and Bioenergy | Corporate and Other | Total |
Sales from commodity contracts (ASC 815) | $ | 30,073 | | $ | 745 | | $ | 138 | | $ | 187 | | $ | — | | $ | 31,143 | |
Sales from contracts with customers (ASC 606) | 1,736 | | 10,345 | | 1,346 | | 5 | | 29 | | 13,461 | |
Net sales to external customers | $ | 31,809 | | $ | 11,090 | | $ | 1,484 | | $ | 192 | | $ | 29 | | $ | 44,604 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| Nine Months Ended September 30, 2022 |
(US$ in millions) | Agribusiness | Refined and Specialty Oils | Milling | Sugar and Bioenergy | Corporate and Other | Total |
Sales from commodity contracts (ASC 815) | $ | 33,396 | | $ | 963 | | $ | 135 | | $ | 191 | | $ | — | | $ | 34,685 | |
Sales from contracts with customers (ASC 606) | 2,323 | | 11,760 | | 1,776 | | 4 | | 24 | | 15,887 | |
Net sales to external customers | $ | 35,719 | | $ | 12,723 | | $ | 1,911 | | $ | 195 | | $ | 24 | | $ | 50,572 | |
Cautionary Statement Regarding Forward Looking Statements
This report contains both historical and forward looking statements. All statements, other than statements of historical fact are, or may be deemed to be, forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). These forward looking statements are not based on historical facts, but rather reflect our current expectations and projections about our future results, performance, prospects and opportunities. We have tried to identify these forward looking statements by using words including “may,” “will,” “should,” “could,” “expect,” “anticipate,” “believe,” “plan,” “intend,” “estimate,” “continue” and similar expressions. These forward looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause our actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward looking statements. These factors include the risks, uncertainties, trends and other factors described in our Form 10-K, Form 10-Q, and Form 8-K reports (including all amendments to those reports) and include: the impact on our employees, operations, and facilities from the war in Ukraine and the resulting economic and other sanctions imposed on Russia, including the impact on Bunge resulting from the continuation and/or escalation of the war and sanctions against Russia; the effect of weather conditions and the impact of crop and animal disease on our business; the impact of global and regional economic, agricultural, financial and commodities market, political, social and health conditions; changes in governmental policies and laws affecting our business, including agricultural and trade policies, financial markets regulation and environmental, tax and biofuels regulation; the impact of seasonality; the impact of government policies and regulations; the outcome of pending regulatory and legal proceedings; our ability to complete, integrate and benefit from acquisitions, divestitures, joint ventures and strategic alliances, including without limitation Bunge's proposed business combination with Viterra Limited, and the Company's ability to consummate the proposed redomestication that would change the Company's place of incorporation and residence from Bermuda to Switzerland; the impact of industry conditions, including fluctuations in supply, demand and prices for agricultural commodities and other raw materials and products that we sell and use in our business, fluctuations in energy and freight costs and competitive developments in our industries; the effectiveness of our capital allocation plans, funding needs and financing sources; the effectiveness of our risk management strategies; operational risks, including industrial accidents, natural disasters, pandemics or epidemics and cybersecurity incidents; changes in foreign exchange policy or rates; the impact of our dependence on third parties; our ability to attract and retain executive management and key personnel; and other factors affecting our business generally.
The forward looking statements included in this report are made only as of the date of this report, and except as otherwise required by federal securities law, we do not have any obligation to publicly update or revise any forward looking statements to reflect subsequent events or circumstances.
You should refer to “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 24, 2023, “Risks Related to the Acquisition” and “Risks Related to the Redomestication” sections of the Company's definitive proxy statement filed with the SEC on August 7, 2023, and “Part II — Item 1A. Risk Factors” in this Quarterly Report on Form 10-Q for a more detailed discussion of these factors.