Bunge Global (BG) 10-K risk factor changes: FY2024 vs FY2023
The 2024-12-31 10-K against the 2023-12-31 one, compared heading by heading and sentence by sentence.
Item 1A81 rewritten51 added55 removed333 unchanged
All filing items1,471 rewritten597 added555 removed2,805 unchanged
Summary
counted, not written
- Item 1A lists 40 risk factor headings: 0 new, 1 reworded and 39 unchanged since FY2023. 1 heading from FY2023 no longer appears.
- Sentence by sentence, 597 added, 555 removed, 1,471 rewritten and 2,805 unchanged across 18 items that differ.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2023.
Removed Item 1A headings (1)
- The Redomestication will continue to result in additional costs to us and may result in taxes in certain jurisdictions on the indirect transfer of shares or property of Bunge.
Reworded Item 1A headings (1)
- We [added: have incurred, and] will [added: continue to] incur significant integration-related costs in connection with the Acquisition and we may not be able to obtain the anticipated synergies of the combined company.
A heading is new when no FY2023 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
22 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2024; struck-through words were in FY2023. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
81 rewritten, 51 added, 55 removed, 333 unchanged
Severe adverse weather conditions, such as hurricanes and severe storms, [added: have historically and] may [added: in the future] also result in extensive property damage, extended business interruption, personal injuries, and other loss and damage to us.
A disruption in transportation services as a result of weather conditions, such as low river levels following periods of drought, [added: has historically and] may [added: in the future] also have [removed: a significant] [added: an] adverse impact on our operations and related supply chains.
These potential effects could include changes in rainfall patterns, water shortages, changing sea levels, changing storm patterns and intensities, [removed: shifts in agricultural production areas, changing temperature levels, increased frequency or severity of extreme weather events, and climatic volatility.]
These effects could be material to our results of operations, [removed: liquidity] [added: liquidity,] or capital resources.
The Company also operates a corn milling facility [added: and oilseed processor] in Ukraine via [removed: a] joint [removed: venture.][added: ventures.]
As of December 31, [removed: 2023,] [added: 2024,] total assets and total liabilities associated with Bunge's Ukrainian subsidiaries each comprise less than 3% of our consolidated Total assets and Total liabilities, respectively.
[added: Disruption to the power grid,] transportation routes, telecommunications systems, banks, and other critical infrastructure necessary to conduct business in Ukraine could also severely impair our Ukrainian operations.
Prices for agricultural commodities and their by-products, including, among others, soybeans, corn, wheat, sugar and ethanol, like those of other commodities, are often volatile and sensitive to local and international changes in supply and demand caused by factors outside of our control, including farmer planting and selling decisions, currency fluctuations, inflation, government agriculture programs and [removed: policies, pandemics (such as the COVID-19 pandemic),] [added: policies (including tariffs), pandemics,] governmental restrictions or mandates, global inventory levels, demand for biofuels, weather and crop conditions, and demand for and supply of competing commodities and substitutes.
We also sell certain biofuel products, such as ethanol, renewable diesel, and biodiesel, which are closely related to, or may be substituted for, [removed: petroleum products.]
In addition, certain of our consumer food products are influenced by holidays and [added: other annual events.]
Further, deteriorating economic and political conditions in our major markets, such as inflation, increased unemployment, decreases in disposable income, declines in consumer confidence, uncertainty about economic stability, [added: political unrest, wars] or [added: other armed conflicts, or] economic slowdowns or recessions, could cause a decrease in demand for our products.
Additionally, weak global economic conditions and adverse conditions in global financial and capital markets, including [removed: rising] [added: fluctuating] interest rates and constraints on the availability of credit, have in the past adversely affected, and may in the future adversely affect, the financial condition and creditworthiness of the financial institutions that serve as our lenders and as counterparties to the over-the-counter derivative instruments we use to manage risks and some of our customers, suppliers, and other counterparties, which in turn may negatively impact our financial condition and results of operations.
Additionally, a slowdown in China's economy over a prolonged period, including as a result of [added: tensions with the west,] population decline, real estate crisis and other factors, could lead to reduced global demand for agricultural commodities.
- labor disruptions, civil unrest, significant political instability, coup attempts, wars or other armed conflict or acts of [removed: terrorism.][added: terrorism, such as the ongoing conflicts in the Middle East.]
See [added: also] "*—The ongoing war between Russia and Ukraine may adversely affect our business, financial condition or results of operations."*
Additionally, there continues to be a great deal of uncertainty regarding U.S. and global trade policies for companies with [removed: multinational operations like ours.]
[removed: Finally,] [added: In addition,] international trade disputes can adversely affect agricultural commodity trade flows by limiting or disrupting trade between countries or regions, particularly disputes involving the United States and China.
We cannot predict the [removed: impacts] [added: impact] that future trade policy or [removed: the terms of any] negotiated trade agreements could have on our business and operations.
We may not realize the anticipated benefits of acquisitions, [removed: divestitures] [added: divestitures,] or joint ventures.
We also have joint ventures with several partners, including the [removed: BP] Bunge [removed: Bioenergia joint venture related to our sugar and ethanol business in Brazil and the Bunge] Chevron JV for manufacturing low lifecycle carbon intensity transportation fuels.
In addition, we proactively review our portfolio of businesses in order to identify opportunities to enhance shareholder value and may decide as a result of such reviews or otherwise, from time to time, to divest certain of our assets or businesses by selling them or entering into joint [removed: ventures.][added: ventures, such as the divestiture of our 50% ownership share in BP Bunge Bioenergia in October 2024 and the pending divestiture of 40% of our Spanish operating subsidiary Bunge Iberica SA.]
[removed: Additionally, acquisitions involve other risks, such as differing levels of management and internal control] effectiveness at the acquired entities, systems integration risks, the risk of impairment charges relating to goodwill and intangible assets recorded in connection with acquisitions, the risk of significant accounting charges and expenses resulting from the completion and integration of a sizable acquisition, the need to fund increased capital expenditures and working capital requirements, our ability to retain and motivate employees of acquired entities, compliance and reputational risks and other unanticipated problems and liabilities.
See the risk factors under the sections entitled [removed: “Risks] [added: "Risks] Relating to the [removed: Acquisition”] [added: Pending Viterra Acquisition"] and [removed: “Risks] [added: "Risks] Relating to the Combined [removed: Company”] [added: Company"] under this Item 1A for additional discussions on our pending acquisition of Viterra.
Divestitures may also expose us to potential liabilities or claims for indemnification, as we may be required to retain certain liabilities or indemnify buyers for certain matters, including legal, environmental, or litigation matters associated with [added: the assets or businesses that we sell.]
[removed: For example, in] [added: In] connection with the sale of our Russian operations in 2023, we [removed: were required] [added: agreed] to indemnify the buyer against certain existing legal claims related to the business.
In addition to liabilities arising out of our current and future operations for which we have ongoing processes to manage compliance with regulatory obligations, we may be subject to environmental liabilities for past operations at current facilities and in some cases [removed: to liabilities for past operations at facilities that we no longer own or operate.]
Due to the international scope of our operations, we are subject to a complex system of import- and export-related laws and regulations, including U.S. regulations issued by Customs and Border Protection, the Bureau of Industry and Security, the [added: Office of Antiboycott Compliance, the Directorate of Defense Trade Controls and Office of Foreign Assets Control, as well as the counterparts of these agencies in other countries.]
[removed: In addition,] [added: For example,] the EUDR, which [removed: is scheduled to become] [added: becomes] effective [removed: in] December [removed: 2024, will require] [added: 30, 2025 requires] companies trading in certain commodities, including [removed: oil] palm [added: oil] and soy, as well as products derived from these commodities, to ensure these commodities and related products do not result from deforestation, forest degradation, or breaches of local laws after December 31, 2020 in order to sell such products in the European Union.
We are also subject to a number of ESG disclosure frameworks, such as the CSRD in the European Union, the Swiss non-financial reporting requirements and child labor due diligence and transparency, and the California Climate Accountability Package, and as [added: certain] regulators increasingly focus on climate change and other sustainability matters, we may become subject to new, more stringent ESG disclosure [removed: frameworks, such as the SEC’s proposed climate disclosure rules.][added: frameworks.]
Business-Government [removed: Regulations.”][added: Regulation."]
As of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively, we had approximately [removed: $825] [added: $478] million and [removed: $651] [added: $825] million in outstanding prepaid commodity purchase contracts, and advances to farmers.
Furthermore, the expansion of our business and pursuit of acquisitions or other business opportunities may require us to make significant [added: investments into our business.]
[removed: Furthermore, the] [added: The] expansion of our business and pursuit of acquisitions or other business opportunities [added: also] may require access to significant amounts of capital.
At December 31, [removed: 2023,] [added: 2024,] Bunge had $5,665 million unused and available committed borrowing capacity comprising committed revolving credit facilities with a number of financial [removed: institutions.][added: institutions and we expect to have $3,000 million of additional committed borrowing capacity upon the completion of the Acquisition, resulting in anticipated capacity of $8,665 million upon the completion of the Acquisition.]
At December 31, [removed: 2023,] [added: 2024,] our total debt balance [removed: is $4,882] [added: was $6,238] million.
As a result, we are subject to the risks inherent in such activities, including industrial accidents, environmental events, fires, explosions, strikes and other labor or industrial disputes, disruptions in logistics or information systems, as well as natural disasters, [removed: pandemics (such as the COVID-19 pandemic),] [added: pandemics,] wars (including the Ukraine-Russia war and conflicts in the Middle East), acts of terrorism, and other external factors over which we have no control.
Increased global cybersecurity vulnerabilities, threats and more sophisticated and targeted cybersecurity attacks pose a potentially significant risk to the security of our information technology systems, networks and services, as well as the [added: confidentiality, availability and integrity of our data and the confidential data of our employees, customers, suppliers and other third parties that we may hold.]
Such vulnerabilities include, among other things, social engineering threats and more sophisticated computer crime, including advanced persistent [removed: threats and] [added: threats,] zero-day vulnerability [removed: exploits.][added: exploits, and cyberattacks utilizing emerging technologies, such as artificial intelligence ("AI") and machine learning.]
New technology that could result in greater operational [removed: efficiency] [added: efficiency, such as the rapid development and increased adoption of AI technology,] may further expose our computer systems to the risk of [removed: cyberattacks.][added: cyberattacks, and may create the need for rapid modifications to our cybersecurity program.]
[removed: In addition, the risk of cybersecurity incidents, including] [added: For example,] cyberattacks against the Ukrainian government and other [removed: countries] [added: entities] in the region, [removed: has] [added: have] increased in connection with the ongoing Ukraine-Russia war, driven by justifications such as retaliation for the sanctions imposed in conjunction with the war, or [removed: in response to] certain companies’ continued operations in Russia.
shifts in agricultural production areas, changing temperature levels, increased frequency or severity of extreme weather events, and climatic volatility.
We divested our Russian operations in February 2023 and we no longer maintain any operations in Russia.
petroleum products.
Many of the raw materials that we use can be subject to periods of rapid and significant cost instability.
In 2024, we experienced fluctuations, both increases and decreases, in our raw material input costs and we expect the pressures of input cost instability to continue.
While the Brazilian economy performed more strongly than expected in 2024, interest rates and government deficit levels remain high, which may restrain further economic growth.
Argentina has significantly reduced public spending and showed a slowing in inflation under the current President of Argentina’s austerity measures, but the sustainability of these measures and the prospect of economic recovery remains uncertain.
multinational operations like ours.
For example, prior trade disputes between the United States and China have led both countries to implement tariffs on imported goods.
An implementation of tariffs on imports of U.S. agricultural products into China could result in the reinstatement or escalation of retaliatory tariffs on U.S. agricultural products by China.
Additionally, failure to resolve any trade dispute between the countries may also lead to unexpected operating difficulties, enhanced regulatory scrutiny, greater difficulty transferring funds, and negative currency impacts.
Additionally, acquisitions involve other risks, such as differing levels of management and internal control
For example, we agreed to indemnify BP against future losses associated with certain legal claims in connection with the divestiture of BP Bunge Bioenergia.
to liabilities for past operations at facilities that we no longer own or operate.
Additionally, many of the third-party service providers we rely on use generative AI for a variety of purposes that increases the risk that our sensitive and proprietary data could be inadvertently or maliciously exposed.
In addition, political tensions, wars, or other military conflicts, and civil unrests also have an impact on the cybersecurity risk landscape.
We have also implemented data security measures on the use of generative AI, including blocking external generative AI tools within our IT environment and the rollout of an internal generative AI tool that does not share our data or train internal or external AI models.
Data privacy regulations continue to evolve, and non-compliance with such regulations, including as a result of adoption of emerging
Furthermore, Swiss law prohibits certain executive compensation practices, including
sign-on bonuses and severance and takeover incentive or similar payments for our executive management team (except for pay during a notice period of up to 12 months), which may impair our ability to recruit for these positions.
Preemptive rights and advance subscription
It is possible that these disruptions will continue following the closing of the Acquisition.
The termination date was extended twice pursuant to the terms of the Business Combination Agreement due to failure to obtain certain regulatory clearances.
In connection with the execution of the
Business Combination Agreement, we secured a total of $8.0 billion in acquisition debt financing ("Acquisition Financing").
On September 17, 2024, we issued an aggregate principal amount of $2.0 billion of unsecured senior notes (collectively, the "September 2024 Senior Notes") of Bunge Limited Finance Corp. ("BLFC"), an indirect, 100%-owned subsidiary of Bunge, which are guaranteed by Bunge, to, among other things, fund a portion of the cash consideration for the Acquisition and to repay a portion of certain Viterra debt that we expect to assume in connection with the Acquisition, including, in each case, related fees and expenses, and, with any remaining amounts, for general corporate purposes.
The indenture governing the notes requires BLFC to redeem the notes if the consummation of the Acquisition does not occur on or before certain dates or if the Acquisition is terminated at 101% principal amount of the notes.
As a result of the September 2024 Senior Notes issuance, and in accordance with its terms, the Acquisition Financing commitment was reduced by $2.0 billion to $6.0 billion as of December 31, 2024.
In the third quarter of 2024, BLFC commenced offers (the "US Exchange Offers") to exchange all outstanding notes of certain series issued by Viterra Finance B.V. ("VFBV") and guaranteed by Viterra and Viterra B.V., for up to $1.95 billion aggregate principal amount of new notes issued by BLFC and guaranteed by Bunge.
In addition, in the third quarter of 2024, Viterra commenced a consent solicitation (the "European Consent Solicitation") to amend the indenture governing VFBV's outstanding 500 million *Euro* aggregate principal amount of 0.375% senior unsecured notes due 2025 and outstanding 700 million *Euro* aggregate principal amount of 1.000% senior unsecured notes due 2028 to, among other things, substitute the issuer and guarantors of such notes with Bunge Finance Europe B.V. ("BFE"), a wholly owned finance subsidiary of Bunge, as issuer, and Bunge as guarantor.
The US Exchange Offers and European Consent Solicitation are conditioned upon, among other things, the consummation of the Acquisition.
This Annual Report is not intended to and does not constitute an offer to sell or purchase, or the solicitation of an offer to sell or purchase, or the solicitation of any vote of approval or the solicitation of tenders or consents with respect to any security.
No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Interest rate fluctuations may increase our overall cost of capital.
As part of their ratings review and subsequent credit opinions related to the Acquisition, Standard & Poor's ("S&P"), Moody's and Fitch have taken the following actions:
- S&P upgraded our long-term debt credit rating to BBB+ on June 13, 2023 and further placed the outlook on CreditWatch Positive for an upgrade to A- on September 9, 2024.
- S&P also assigned a preliminary A- issue-level rating to the September 2024 Senior Notes on September 10, 2024;
- Moody’s upgraded our long-term debt credit rating to Baa1 on August 1, 2024 with stable outlook; and
- Fitch upgraded our long-term debt credit rating to BBB+ on September 5, 2024 with stable outlook.
However, there is no assurance that any positive outlook on our ratings will materialize.
On July 17, 2023, an agreement allowing the safe export of grain from three Ukrainian ports (Pivdennyi/Yuzhnvi, Odesa, and Chornomorsk; the “POC corridor”) on the Black Sea expired.
Following the termination of the POC corridor agreement, Russian attacks on key Ukrainian export infrastructure locations intensified.
As of the date of this Annual Report, the termination of the POC corridor agreement and recent Russian attacks on key export infrastructure have not significantly impacted Bunge’s results of operations in Ukraine as alternative routes to export product are being effectively utilized, however, in the event Bunge is unable to utilize alternative routes effectively, Bunge’s results of operations in Ukraine may be adversely affected.
Disruption to the power grid,
In response to the war, the United States, other NATO member states, as well as non-NATO member states, have announced targeted economic sanctions on Russia and Belarus, certain Russian and Belarusian citizens, and Russian and Belarusian enterprises.
Any escalation of the war may trigger additional economic and other sanctions.
On September 16, 2022, Bunge signed an agreement to sell its remaining Russian operations, primarily comprising an oilseed crushing and refining facility in Voronezh, southwest Russia, to Karen Vanetsyan.
On February 3, 2023, the transaction closed in accordance with the terms of the agreement and the sale was completed.
As of the completion of the sale, Bunge no longer maintains operations in Russia.
other annual events.
We also expect the results from our equity investment in the BP Bunge Bioenergia joint venture to be impacted by any potential shortage of, or increasing costs for, sugarcane which is the principal raw material used in the production of ethanol and sugar.
Over the course of the last year, concerns have arisen with respect to the financial condition of a number of regional banking organizations in the United States and global financial institutions.
Although our exposure has been de minimis to these financial institutions, we continue to monitor our counterparty exposure across all of the financial services companies with which we conduct business.
In 2023, certain of our raw material input costs increased materially and at a rapid rate.
We expect the pressures of input cost inflation to continue into 2024.
Further the United States has reported and is continuing to report weaker GDP growth, with some economists forecasting a continuation of these conditions in 2024.
Brazil is experiencing a slowing GDP growth rate coupled with relatively high interest rates, which may result in an uncertain economic and political environment that could in
turn lead to reduced demand for our refined and specialty oils and milling products in the country.
Argentina has experienced hyperinflation, high fiscal deficit and negative GDP growth in recent quarters, and faces additional uncertainty in connection with the newly-elected President's anticipated economic and monetary policies.
the assets or businesses that we sell.
Office of Antiboycott Compliance, the Directorate of Defense Trade Controls and Office of Foreign Assets Control, as well as the counterparts of these agencies in other countries.
For example, the Biden Administration has issued a series of executive orders and regulatory initiatives focused on climate change, including rejoining the Paris Climate Agreement, pursuant to which the Administration has announced a goal of halving U.S. GHG emissions by 2030.
investments into our business.
confidentiality, availability and integrity of our data and the confidential data of our employees, customers, suppliers and other third parties that we may hold.
Additionally, increased grain and food prices globally have resulted in some jurisdictions as well as activists and social groups calling for a “windfall profits” tax on agricultural grain traders and producers.
So far, only one jurisdiction has implemented such tax on food distributors, which is set to expire after 2024.
While such tax has not had a material impact on Bunge, the imposition of, or increase in, windfall profit taxes in the markets we operate in could have a material adverse effect on our financial condition and profitability.
Furthermore, Swiss law prohibits us from paying certain severance payments to our executive management, which may impair our ability to recruit for these positions.
rights of our shareholders under Bermuda law prior to the Redomestication to the current rights of our shareholders under Swiss law.
Under Swiss law, if our net
Please see “*Certain Tax Considerations—of the Redomestication—Swiss Tax Considerations—Consequences to Shareholders of Bunge-Switzerland Subsequent to the Redomestication—Repurchases of Shares"* in the Definitive Proxy Statement for more information.
The Redomestication will continue to result in additional costs to us and may result in taxes in certain jurisdictions on the indirect transfer of shares or property of Bunge.
The Redomestication has resulted in an increase in some of our ongoing expenses and will require us to incur some new ongoing expenses.
Additionally, we generally expect to be exempt from most indirect transfer, transaction, and gains taxes on shares and property held directly or indirectly by Bunge that could apply to the Redomestication; however, the calculation of such liabilities involves judgment in the interpretation of complex tax law and regulations in many jurisdictions.
Therefore, any dispute with a taxing authority may result in a payment or outcome that differs from our current expectations.
In jurisdictions where we expect to be subject to indirect transfer, transaction, and gains taxes as a result of the Redomestication, we expect the amounts to be immaterial based on current estimates.
However, these taxes are generally based on the fair market value of underlying shares and property which is subject to interpretation.
Accordingly, amounts actually owed could exceed current estimates.
Any
We expect to incur a substantial amount of additional debt in connection with the pending acquisition of Viterra.
An excerpt. Shown here: 40 of 81 rewritten, 40 of 51 added and 40 of 55 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2024 filing and the FY2023 filing.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
247 rewritten, 118 added, 145 removed, 244 unchanged
*For a comparison of results of operations for the fiscal years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] see Part II, Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Bunge [removed: Limited's] [added: Global SA's] Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2022,] [added: 2023,] filed with the SEC on February [removed: 24, 2023.*][added: 22, 2024.*]
[removed: The commodity nature of the Company's principal products, as] well as regional and global supply and demand variations that occur as an inherent part of the business, make volumes an important operating measure.
Our Sugar and Bioenergy segment primarily [removed: comprises] [added: comprised] our 50% interest in BP Bunge Bioenergia, a joint venture with BP.
BP Bunge Bioenergia [removed: operates] [added: operated] on a stand-alone basis with a total of 11 mills located across the Southeast, North, and Midwest regions of Brazil.
We [removed: account] [added: accounted] for our interest in the joint venture under the equity method of accounting.
[removed: Profitability] [added: Prior to the sale] of [added: our interest in October 2024, profitability of] this segment, the value of our investment, and the timing of distributions we [removed: receive,] [added: received,] if any, [removed: are] [added: were] affected by the profitability of the joint venture.
In turn, the profitability of the joint venture [removed: is] [added: was] affected by the availability and quality of sugarcane, which [removed: impacts] [added: impacted] capacity utilization rates and the amount of sugar that [removed: can] [added: could] be extracted from the sugarcane, and by market prices of sugar and ethanol.
Demand for the joint venture's products [removed: is] [added: was] affected by many factors, including changes in global or regional economic conditions, the financial condition of customers and customer access to credit, worldwide consumption of food products, population growth rates, changes in per capita income, and demand for and governmental support of renewable fuels produced from agricultural commodities, including sugarcane.
These amounts are remeasured into their respective functional currencies at exchange rates as of the balance sheet date, with the resulting gains or losses included in the entity's statement of income and, therefore, in our consolidated statements of income as Foreign exchange [removed: gains] (losses) [added: gains] - net.
In contrast, foreign currency translation gains or losses on intercompany loans that are not of a permanent nature are recorded in our consolidated statements of income as Foreign exchange [removed: gains] (losses) [added: gains] - net.
As a Swiss corporation, we are subject to corporate income tax at federal, [removed: cantonal] [added: cantonal,] and communal levels on our Swiss income.
Qualifying net dividend income and net capital gains on the sale of qualifying investments in subsidiaries are effectively exempt from federal, [removed: cantonal] [added: cantonal,] and communal corporate income tax.
The jurisdictions that significantly impact our effective tax rate are [added: Argentina,] Brazil, [added: Canada, Switzerland and] the United [removed: States, Argentina and Switzerland.][added: States.]
Total [removed: segment] earnings before interest and taxes ("EBIT") is an operating performance measure used by Bunge’s management to evaluate [added: reportable] segment operating [removed: activities.][added: activities as well as Corporate and Other results.]
Bunge also uses Core Segment EBIT, Non-core Segment EBIT, Corporate and Other EBIT, and Total [removed: Segment] EBIT to evaluate segment operating performance of Bunge’s [removed: Core reportable segments, Non-core reportable segments, and Total reportable segments together with Corporate and Other.]
Core Segment EBIT is the aggregate of the EBIT of each of Bunge’s Agribusiness, Refined and Specialty Oils, and Milling [added: reportable] segments.
Non-core Segment EBIT is the EBIT of Bunge’s Sugar & Bioenergy [added: reportable] segment.
Total [removed: Segment] EBIT is the aggregate of the EBIT of Bunge’s Core and Non-core reportable segments, together with Corporate and Other.
Bunge’s management believes Core Segment EBIT, Non-core Segment EBIT, Corporate and Other EBIT, and Total [removed: Segment] EBIT are useful measures of operating profitability since the measures allow for an evaluation of the performance of its segments without regard to financing methods or capital structure.
Total [removed: Segment] EBIT is a non-U.S. GAAP financial measure and is not intended to replace Net income attributable to Bunge, the most directly comparable U.S. GAAP financial measure.
Further, Total [removed: Segment] EBIT excludes EBIT attributable to noncontrolling interests and is not a measure of consolidated operating results under U.S. GAAP and should not be considered as an alternative to Net income or any other measure of consolidated operating results under U.S. GAAP.
See the reconciliation of Net income attributable to Bunge to Total [removed: Segment] EBIT below.
*Net Income Attributable to Bunge [added: Shareholders] -* For the year ended December 31, [removed: 2023,] [added: 2024,] Net income attributable to Bunge [added: shareholders] was [removed: $2,243] [added: $1,137] million, [removed: an increase] [added: a decrease] of [removed: $633] [added: $1,106] million compared to a Net income attributable to Bunge [added: shareholders] of [removed: $1,610] [added: $2,243] million for the year ended December 31, [removed: 2022.][added: 2023.]
The [removed: increase] [added: decrease] was primarily due to [removed: higher Segment EBIT in our Core and Non-core segments, partially offset by] lower [removed: EBIT in our Corporate and Other activities,] [added: Core Segment EBIT,] as further discussed in the *Segment Overview [removed: and] [added: &] Results of Operations* section below, [removed: and increased] [added: partially offset by lower] income tax [removed: expense.][added: expense as discussed further below.]
*Earnings Per Share - Diluted -* For the year ended December 31, [removed: 2023,] [added: 2024,] Net income attributable to Bunge [removed: shareholders,] [added: shareholders -] diluted, was [removed: $14.87] [added: $7.99] per share, [removed: an increase] [added: a decrease] of [removed: $4.36] [added: $6.88] per share, compared to [removed: $10.51] [added: $14.87] per share for the year ended December 31, [removed: 2022.][added: 2023.]
*EBIT* \- For the year ended December 31, [removed: 2023,] [added: 2024,] Total [removed: Segment] EBIT was [removed: $3,333] [added: $1,792] million, [removed: an increase] [added: a decrease] of [removed: $1,002] [added: $1,541] million compared to EBIT of [removed: $2,331] [added: $3,333] million for the year ended December 31, [removed: 2022.][added: 2023.]
The [removed: increase] [added: decrease] in Total [removed: Segment] EBIT for the year ended December 31, [removed: 2023] [added: 2024] was [added: primarily] due to [removed: higher Segment EBIT in our Core and Non-core segments, partially offset by] lower [added: Core] Segment [removed: EBIT] [added: EBIT, resulting primarily from lower gross profit] in our [removed: Corporate and Other activities,] [added: Agribusiness segment,] as further discussed in the *Segment Overview and Results of Operations* section below, and which also provides a reconciliation of Net income attributable to Bunge [added: shareholders] to Total [removed: Segment] EBIT.
*Income Tax Expense -* Income tax expense was [removed: $714] [added: $336] million for the year ended December 31, [removed: 2023] [added: 2024] compared to income tax expense of [removed: $388] [added: $714] million for the year ended December 31, [removed: 2022.][added: 2023.]
The [removed: increase] [added: decrease] in income tax expense for the year ended December 31, [removed: 2023] [added: 2024] was primarily due to [removed: higher] [added: lower] pre-tax income and earnings [removed: mix, partially offset by $90 million of net benefit related to tax credits granted in Switzerland.][added: mix.]
*Liquidity and Capital Resources* – At December 31, [removed: 2023,] [added: 2024,] working capital, which equals Total current assets less Total current liabilities, was [removed: $8,663] [added: $8,523] million, [removed: an increase] [added: a decrease] of [removed: $1,505] [added: $140] million, compared to working capital of [removed: $7,158] [added: $8,663] million at December 31, [removed: 2022.][added: 2023.]
The [removed: increase] [added: decrease] in working capital was primarily due to [added: a] higher [removed: Cash and cash equivalents balances as well as lower Trade accounts payable and] Current portion of long-term debt [removed: balances, driven by strong operating cash flows, partially offset by] [added: balance,] lower Inventories [removed: driven by] [added: and] lower [removed: average commodity prices] [added: Trade accounts receivables, net,] partially offset by [added: lower Trade accounts payable balances and] higher [removed: volumes.][added: Cash and cash equivalents, as further discussed in the Liquidity and Capital Resources section below.]
Core operations comprise our Agribusiness, Refined and Specialty Oils, and Milling [added: reportable] segments.
Non-core operations comprise our Sugar & Bioenergy [added: reportable] segment, which itself primarily [removed: comprises] [added: comprised] the Company’s 50% interest in the net earnings of BP Bunge Bioenergia, a joint venture with [removed: BP.][added: BP p.l.c.]
A reconciliation of Net income attributable to Bunge [added: shareholders] to Total [removed: Segment] EBIT follows:
| (US$ in millions) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | | | |
| Net income attributable to Bunge [added: shareholders] | | | | | | $ | [removed: 2,243] [added: 1,137] | | | | | $ | [removed: 1,610] [added: 2,243] | | | | | | | |
| Interest income | | | | | | [removed: (148)] [added: (163)] | | | | | | [removed: (71)] [added: (148)] | | | | | | | | |
| Interest expense | | | | | | [removed: 516] [added: 471] | | | | | | [removed: 403] [added: 516] | | | | | | | | |
| Income tax expense | | | | | | [removed: 714] [added: 336] | | | | | | [removed: 388] [added: 714] | | | | | | | | |
The commodity nature of the Company's principal products, as
Viterra
Following the completion of our pending Viterra Acquisition, our operations will be impacted by the integration of Viterra's network of agricultural storage, processing, and transport assets.
Viterra businesses operate in similar industries as we do, so we expect the factors that impact Viterra's operations will be broadly consistent with the factors that we have described above that impact each of our segments.
On October 1, 2024, we completed the sale of our 50% interest in BP Bunge Bioenergia.
Core reportable segments, Non-core reportable segments, and Total reportable segments together with Corporate and Other.
2024 Overview
See *Note 2- Acquisitions and Dispositions* for details regarding Bunge's disposition of its 50% interest in BP Bunge Bioenergia.
| Total EBIT | | | | | | $ | 1,792 | | | | | $ | 3,333 | | | | | | | |
The above decreases were slightly offset by higher volumes in South America resulting from the non-recurrence of the prior year drought in Argentina along with higher volumes in our Europe softseed business primarily driven from increased activity at our Ukrainian facilities.
The decrease was partially offset by an
increase in volumes in our global corn and oils businesses, primarily due to fewer supply constraints compared to the prior period.
- In Processing, Cost of goods sold decreased 7%, primarily due to lower Net sales and the non-recurrence of a prior year fixed asset impairment charge in North America.
The decrease was also attributable to $5 million in insurance recoveries, related to certain previously damaged property, as well as a business interruption insurance recovery of $38 million related to our Ukrainian operations as a result of the Ukraine-Russia war, both of which were recognized in the current year.
The decrease was partially offset by unfavorable mark-to-market results in the current period as well as the absence of mark-to-market gains from the recovery of inventory in Ukraine recognized in the prior period.
- In Merchandising, Cost of goods sold decreased by 8%, primarily due to lower Net sales, as further described above, and favorable mark-to-market results in the current period.
The decrease was also attributable to $1 million in insurance recoveries, related to certain previously damaged property, as well as a business interruption insurance recovery of $14 million related to our Ukrainian operations as a result of the Ukraine-Russia war, both of which were recognized in the current year.
The decrease was partially offset by the lack of mark-to-market gains from the recovery of inventory in Ukraine recognized in the prior period.
Foreign exchange losses - net was a loss of $171 million for the year ended December 31, 2024 .
The net loss in the current year was the result of losses in our processing business, primarily due to the impact of a stronger U.S. dollar on U.S. dollar-denominated loans payable in non-U.S. dollar functional currency operations.
The loss was partially offset by net remeasurement gains on net monetary assets, excluding the impact of loans payable described above, as a result of U.S. dollar exposure in non-U.S. dollar functional currency operations.
The increase was primarily due to gains in Argentina related to foreign currency positioning.
- In Processing, a decrease of 62% was primarily due to lower Gross profit across all businesses and regions, foreign exchange losses, and impairment charges incurred in the current year, as described above.
This decrease was partially offset by an increase in Other income (expense) - net as highlighted above.
| (US$ in millions) | | | | | | 2024 | | | | | | 2023 | | | | | | % Change | | | | | | | | |
2024 Compared to 2023
Refined and Specialty Oils segment Net sales decreased 13%, to $12,771 million for the year ended December 31, 2024, primarily due to lower average sales prices in all regions, driven by a more balanced supply and demand environment and uncertainty related to U.S. biofuel policies, partially offset by increased volumes in Asia due to higher demand for certain products driven by better pricing, as well as increased volumes in North America, primarily due to expanded capacity at our Avondale refinery.
The decrease was primarily driven by the lack of recurring prior year accelerated amortization charges, related to the discontinuance of the *Loders Croklaan* trademark.
The decrease was primarily driven by lower Gross profit driven by overall lower margins, particularly in North America, as well as unfavorable Foreign exchange (losses) gains - net, primarily driven by the devaluation of the Egyptian *pound* in the first quarter of 2024.
| (US$ in millions) | | | | | | 2024 | | | | | | 2023 | | | | | | % Change | | | | | | | | |
2024 Compared to 2023
These decreases were partially offset by an increase in volumes across both regions.
The decrease was primarily due to lower sales prices, as described for Net sales above, as well as favorable mark-to-market results.
| (US$ in millions) | | | | | | 2024 | | | | | | 2023 | | | | | | % Change | | | | | | | | |
2024 Compared to 2023
The decrease was primarily driven by an increase in SG&A expense resulting from increased acquisition and integration costs associated with the announced acquisition of Viterra, partially offset by lower variable compensation expense.
The company recognized acquisition and integrations costs within Corporate and Other EBIT of $244 million, and $114 million for the years ended December 31, 2024, and 2023, respectively.
| (US$ in millions) | | | | | | 2024 | | | | | | 2023 | | | | | | % Change | | | | | | | | |
2024 Compared to 2023
The increase was primarily due to a $195 million gain on the sale of Bunge's 50% ownership share in BP Bunge Bioenergia, recorded in Other income - net.
While we are committed to supporting the growth and development of BP Bunge Bioenergia, our long-term goal is to seek strategic opportunities for our investment in the joint venture.
Once planted, sugarcane may be harvested for several continuous years, but the yield decreases with each subsequent harvest.
As a result, the current optimum economic cycle is generally five to seven consecutive harvests, depending on location.
The joint venture owns and/or has partnership agreements to manage farmland on which it grows and harvests sugarcane and also purchases sugarcane from third parties.
Prices of sugarcane in Brazil are established by Consecana, the state of São Paulo sugarcane, sugar, and ethanol council, and are based on the sucrose content of the cane and the market prices of sugar and ethanol.
Cash provided by (used for) operating activities, adjusted is calculated by including the Proceeds from beneficial interests in securitized trade receivables with Cash provided by (used for) operating activities.
Cash provided by (used for) operating activities, adjusted is a non-U.S. GAAP financial measure and is not intended to replace Cash provided by (used for) operating activities, the most directly comparable U.S. GAAP financial measure.
Our management believes presentation of this measure allows investors to view our cash generating performance using the same measure that management uses in evaluating financial and business performance and trends.
Calculation of the measure, including Proceeds from beneficial interests in securitized trade receivables, was affected by the November 2022 securitization program change described in *Note 4 - Trade Accounts Receivable and Trade Receivables Securitization.*
2023 Overview
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
Lower average sales prices resulted from a reduction in the current year relative to the higher price environment in the prior year following the onset of the Ukraine-Russia war.
Also contributing to the decrease in Net sales was lower volumes resulting primarily from decreased sales in Argentina due to the drought experienced in the region in the current year.
The above decreases were partially offset by higher volumes in our global soybean oilseed processing business as a result of strong demand in both China and North America and increased activity in our Europe softseed business in the last half of 2023 at our Ukrainian facilities, which more than offset the reduction due to the sale of our Russian Oilseed Processing business in the first quarter of 2023.
Volumes were also down due to decreased demand in our global corn and oil businesses.
Net sales were down in our ocean freight business due to lower prices and stabilizing demand.
The above decreases were partially offset by higher sales volumes in our global wheat business, as a result of the partial resumption of operations in Ukraine.
- In Processing, Cost of goods sold decreased 9% due to lower Net sales, favorable mark-to-market results, lack of recurring prior year losses in relation to the Ukraine-Russia war and impairment of the Russian business upon classification as held-for-sale, and an $18 million benefit in the current year from the recognition of mark-to-market gains on the recovery of inventories in Ukraine, partially offset by a current year $37 million fixed asset impairment charge in North America.
- In Merchandising, Cost of goods sold decreased by 22% due to lower Net sales, lack of recurring losses in relation to the Ukraine-Russia war and a $11 million benefit in the current year from the recognition of mark-to-market gains related to the recovery of inventories in Ukraine primarily from our Mykolaiv facility, partially offset by unfavorable mark-to-market results.
Selling, general and administrative ("SG&A") expenses increased 11%, to $592 million for the year ended December 31, 2023.
The increase was primarily driven by increased personnel costs and higher costs as a result of inflationary pressures, partially offset by favorable currency movements, primarily from the weakening Argentine *peso*.
The increase was due to gains in Argentina related to foreign currency positioning and positive results in our Bunge Financial Services business compared to prior year losses on marketable securities and other short-term investments with exposures to Ukraine, following the onset of the Ukraine-Russia war.
- In Processing, an increase of 121% was primarily due to higher Gross profit driven by improved margins in our Europe softseed business, our global oilseed processing businesses, and our North America oilseed processing business, and higher Other income (expense) - net, partially offset by higher SG&A expense and a reduction in Income from affiliates as described above.
Refined and Specialty Oils segment Net sales decreased 13%, to $14,603 million for the year ended December 31, 2023, primarily due to lower average sales prices in most regions, driven by prices stabilizing and increased supply.
Sales volumes were also lower in most regions, driven by the 2022 partial expiration of leased capacity at the Rotterdam facility as well as the sale of our Russia operations in the first quarter of 2023.
The increase was primarily driven by accelerated amortization charges of $21 million, which included $4 million attributable to noncontrolling interests, primarily related to the discontinuance of the *Loders Croklaan* trademark, as well as, higher personnel costs and higher costs as a result of inflationary pressures.
The decrease was primarily due to lower volumes, as described for Net sales above, due to the sale of our Mexican wheat milling business in the third quarter of 2022, partially offset by unfavorable mark-to-market results compared to a strong prior year in South America during a period of high market volatility.
The decrease was primarily due to lower Gross profit resulting from unfavorable mark-to-market results in South America and sale of our Mexican wheat milling business in 2022, as described above.
The decrease was primarily driven by increased SG&A expense, including $114 million related to acquisition and integration costs associated with the announced acquisition agreement with Viterra as well as increased expenses associated with other growth and productivity-related initiatives and higher personnel costs as a result of inflationary pressures.
In addition, results in the prior year included a gain of $29 million, at Bunge's then-70% share, related to the settlement of one of the Company's international defined benefit pension plans.
The decreases described above were partially offset by impairment charges in the prior year of $53 million related to the impairment of minority investments in two start-up manufacturers of novel protein ingredients, Merit Functional Foods and Australian Plant Proteins, and a $11 million impairment charge related to the classification of our Russian business as held-for-sale.
| Foreign exchange losses — net | | | | | | — | | | | | | 2 | | | | | | (100) | | % | | | | | | |
| EBIT attributable to noncontrolling interests | | | | | | — | | | | | | — | | | | | | — | | % | | | | | | |
| Income from affiliates | | | | | | 157 | | | | | | 93 | | | | | | 69 | | % | | | | | | |
The increase was due to more favorable results from our investment in BP Bunge Bioenergia, primarily resulting from the release of a tax valuation allowance in the current period as well as higher sugar sales prices.
The release of the tax valuation allowance is related to our investment in BP Bunge Bioenergia.
Therefore, the tax valuation release is recorded within Income from affiliates and included in EBIT.
Higher interest expense is the result of higher variable interest rates on debt, as well as, $16 million in financing related fees associated with the announced Business Combination Agreement with Viterra in the current period.
Partially offsetting the current period increase in interest expense is a prior year charge of $47 million resulting from the early redemption of all issued and outstanding 4.35% Senior Notes due March 2024.
(1)Comprises Assets held for sale and Other current assets
An excerpt. Shown here: 40 of 247 rewritten, 40 of 118 added and 40 of 145 removed. The counts are complete. For every sentence, read Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in the FY2024 filing and the FY2023 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
15 rewritten, 2 added, 2 removed, 94 unchanged
During periods of tight conditions in global credit markets, downturns in regional or global economic conditions, and/or significant price volatility, credit and counterparty risks are [removed: heightened, such as during 2023 when concerns about the financial condition of a number of United States and international banking institutions developed and resulted in government and regulatory intervention.][added: heightened.]
[removed: This increased risk is monitored through, among other] things, exposure reporting, increased communication with key counterparties, management reviews, and specific focus on counterparties or groups of counterparties that we may determine as high risk.
| | | | | | | Year Ended December 31, [removed: 2023] [added: 2024] | | | | | | | | | | | | Year Ended December 31, [removed: 2022] [added: 2023] | | | | | | | | |
| Highest daily aggregated position value | | | | | | $ | [removed: 459] [added: 762] | | | | | $ | [removed: (46)] [added: (76)] | | | | | $ | [removed: 1,809] [added: 459] | | | | | $ | [removed: (181)] [added: (46)] | |
| Lowest daily aggregated position value | | | | | | $ | [removed: (502)] [added: (407)] | | | | | $ | [removed: (50)] [added: (41)] | | | | | $ | [removed: (416)] [added: (502)] | | | | | $ | [removed: (42)] [added: (50)] | |
Our time charter agreements generally have terms ranging from two months to approximately [removed: two] [added: three] years.
We use financial derivatives, including exchange traded and OTC swaps and options for various purposes, [added: including] to manage our exposure to volatility in energy costs and market prices.
The potential loss in fair value of such net currency positions resulting from a hypothetical 10% adverse change in foreign currency exchange rates as of December 31, [removed: 2023,] [added: 2024,] was not material.
Included in Other comprehensive [removed: income] (loss) [added: income] are foreign [removed: currency gains] [added: exchange losses] of [removed: $111] [added: $101] million and [removed: $1] [added: foreign exchange gains of $111] million for the year ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively, related to permanently invested intercompany loans.
Activity in the twelve months ended December 31, [removed: 2023] [added: 2024] includes reclassification of [removed: $85] [added: $133] million in foreign exchange losses from Other comprehensive [removed: income] (loss) [added: income] to [removed: Net income,] [added: Other income (expense) - net,] net of tax of zero, related to the [removed: sale] [added: disposition] of [removed: Bunge's Russian operations.][added: BP Bunge Bioenergia.]
The aggregate fair value of our short and long-term debt, based on market yields at December 31, [removed: 2023,] [added: 2024,] was [removed: $4,921] [added: $6,249] million with a carrying value of [removed: $4,882] [added: $6,238] million.
A hypothetical 100 basis point increase or decrease in the interest yields on our fixed rate debt and related interest rate swaps at December 31, [removed: 2023,] [added: 2024,] would result in a less than 1% change in the fair value of our debt and interest rate swaps.
A hypothetical 100 basis point change in the applicable reference rate, such as SOFR, would result in a change of approximately [removed: $51] [added: $44] million in our interest expense on our variable rate debt at December 31, [removed: 2023.][added: 2024.]
[removed: We generally use exchange-traded futures and options contracts to minimize the effects of] changes in the prices of agricultural commodities held as inventories or subject to forward purchase and sale contracts, but may also enter into OTC commodity transactions, including swaps, which are settled in cash at maturity or termination based on exchange-quoted futures prices.
Changes in fair values of exchange-traded futures contracts, representing the unrealized gains [added: and/or losses on these instruments, are settled daily, generally through our 100% owned futures clearing subsidiary.]
This increased risk is monitored through, among other
We generally use exchange-traded futures and options contracts to minimize the effects of
Although our counterparty risk and exposure to these financial institutions has been de minimis, we continue to monitor our exposure to all financial institution counterparties.
and/or losses on these instruments, are settled daily, generally through our 100% owned futures clearing subsidiary.
Item 1. FINANCIAL STATEMENTS
871 rewritten, 348 added, 260 removed, 1,407 unchanged
| | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |
| Net sales | | | | | | $ | [removed: 59,540] [added: 53,108] | | | | | $ | [removed: 67,232] [added: 59,540] | | | | | $ | [removed: 59,152] [added: 67,232] | |
| Cost of goods sold | | | | | | [removed: (54,695)] [added: (49,715)] | | | | | | [removed: (63,550)] [added: (54,695)] | | | | | | [removed: (55,789)] [added: (63,550)] | | |
| Gross profit | | | | | | [removed: 4,845] [added: 3,393] | | | | | | [removed: 3,682] [added: 4,845] | | | | | | [removed: 3,363] [added: 3,682] | | |
| Selling, general and administrative expenses | | | | | | [removed: (1,715)] [added: (1,776)] | | | | | | [removed: (1,369)] [added: (1,715)] | | | | | | [removed: (1,234)] [added: (1,369)] | | |
| Interest income | | | | | | [removed: 148] [added: 163] | | | | | | [removed: 71] [added: 148] | | | | | | [removed: 48] [added: 71] | | |
| Interest expense | | | | | | [removed: (516)] [added: (471)] | | | | | | [removed: (403)] [added: (516)] | | | | | | [removed: (243)] [added: (403)] | | |
| Foreign exchange gains (losses) [removed: —] [added: –] net | | | [added: 2] | | | [removed: 20] [added: (14)] | | | [added: 4] | | | [removed: (11)] [added: 2] | | | [added: —] | | | [removed: (38)] [added: (6)] | | | [added: (5) | | | (11) | | |]
| Other income (expense) — net | | | | | | [removed: 129] [added: 442] | | | | | | [removed: (9)] [added: 129] | | | | | | [removed: 509] [added: (9)] | | |
| [removed: Income] [added: (Loss) income] from affiliates | | | | | | [removed: 140] [added: (38)] | | | | | | [removed: 105] [added: 140] | | | | | | [removed: 160] [added: 105] | | |
| Income before income tax | | | | | | [removed: 3,051] [added: 1,524] | | | | | | [removed: 2,066] [added: 3,051] | | | | | | [removed: 2,565] [added: 2,066] | | |
| Income tax expense | | | | | | [removed: (714)] [added: (336)] | | | | | | [removed: (388)] [added: (714)] | | | | | | [removed: (398)] [added: (388)] | | |
| Net income | | | | | | [removed: 2,337] [added: 1,188] | | | | | | [removed: 1,678] [added: 2,337] | | | | | | [removed: 2,167] [added: 1,678] | | |
| Net (income) attributable to noncontrolling interests and redeemable noncontrolling interests | | | | | | [removed: (94)] [added: (51)] | | | | | | [removed: (68)] [added: (94)] | | | | | | [removed: (89)] [added: (68)] | | |
| [removed: Net] [added: Net] income attributable to [removed: Bunge | | |] [added: Bunge shareholders] | | | [removed: 2,243] [added: $] | [added: 1,137] | | | | | [removed: 1,610] [added: $] | [added: 2,243] | | | | | [removed: 2,078] [added: $] | [added: 1,610] | |
| Net income [removed: available] [added: attributable] to Bunge shareholders (Note [removed: 24)] [added: 23)] | | | | | | $ | [removed: 2,243] [added: 1,137] | | | | | $ | [removed: 1,610] [added: 2,243] | | | | | $ | [removed: 2,044] [added: 1,610] | |
| Earnings per share—basic (Note [removed: 24)] [added: 23)] | | | | | | | | | | | | | | | | | | | | |
| Net income attributable to Bunge shareholders - basic | | | | | | $ | [removed: 15.07] [added: 8.09] | | | | | $ | [removed: 10.83] [added: 15.07] | | | | | $ | [removed: 14.50] [added: 10.83] | |
| Earnings per share—diluted (Note [removed: 24)] [added: 23)] | | | | | | | | | | | | | | | | | | | | |
| Net income attributable to Bunge shareholders - diluted | | | | | | $ | [removed: 14.87] [added: 7.99] | | | | | $ | [removed: 10.51] [added: 14.87] | | | | | $ | [removed: 13.64] [added: 10.51] | |
| Net income | | | | | | $ | [removed: 2,337] [added: 1,188] | | | | | $ | [removed: 1,678] [added: 2,337] | | | | | $ | [removed: 2,167] [added: 1,678] | |
| Other comprehensive [removed: income (loss):] [added: (loss) income:] | | | | | | | | | | | | | | | | | | | | |
| Foreign exchange translation adjustment | | | | | | [removed: 341] [added: (929)] | | | | | | [removed: 12] [added: 341] | | | | | | [removed: (268)] [added: 12] | | |
| Unrealized [removed: losses] [added: gains (losses)] on designated hedges, net of tax [removed: expense] [added: benefit (expense)] of [added: $5,] $(3), [removed: $(2),] and $(2) | | | | | | [removed: (99)] [added: 127] | | | | | | [removed: (81)] [added: (99)] | | | | | | [removed: (36)] [added: (81)] | | |
| Pension adjustment, net of tax benefit (expense) of [added: $4,] $3, [removed: $(5),] and [removed: $(17)] [added: $(5)] | | | | | | [removed: (18)] [added: (24)] | | | | | | [removed: 40] [added: (18)] | | | | | | [removed: 57] [added: 40] | | |
| Reclassification of realized net losses [removed: (gains)] to net income, net of tax [removed: expense] (benefit) [added: expense] of [added: $(2),] $3, [removed: $12,] and [removed: $(1)] [added: $12] | | | | | | [removed: 99] [added: 146] | | | | | | [removed: 122] [added: 99] | | | | | | [removed: (4)] [added: 122] | | |
| Total other comprehensive [removed: income (loss)] [added: (loss) income] | | | | | | [removed: 323] [added: (680)] | | | | | | [removed: 93] [added: 323] | | | | | | [removed: (251)] [added: 93] | | |
| Total comprehensive income | | | | | | [removed: 2,660] [added: 508] | | | | | | [removed: 1,771] [added: 2,660] | | | | | | [removed: 1,916] [added: 1,771] | | |
| Comprehensive income attributable to noncontrolling interests and redeemable noncontrolling interests | | | | | | [removed: (100)] [added: (19)] | | | | | | [removed: (46)] [added: (100)] | | | | | | [removed: (63)] [added: (46)] | | |
| Comprehensive loss attributable to acquisition of redeemable noncontrolling interest | | | | | | — | | | | | | [removed: (15)] [added: —] | | | | | | [removed: —] [added: (15)] | | |
| Total comprehensive income attributable to Bunge | | | | | | $ | [removed: 2,560] [added: 489] | | | | | $ | [removed: 1,710] [added: 2,560] | | | | | $ | [removed: 1,853] [added: 1,710] | |
| | | | | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | |
| Cash and cash equivalents | | | [removed: | | |] $ | [removed: 2,602] [added: 3,311] | | [added: $] | [added: 2,602] | | $ | 1,104 | |
| Trade accounts receivable (less allowances of [removed: $104] [added: $89] and [removed: $90)] [added: $104)] (Note 4) | | | | | | [removed: 2,592] [added: 2,148] | | | | | | [removed: 2,829] [added: 2,592] | | |
| Inventories (Note 5) | | | | | | [removed: 7,105] [added: 6,491] | | | | | | [removed: 8,408] [added: 7,105] | | |
| [added: Cash and cash equivalents in] Assets held for sale [removed: (Note 2)] | | | [removed: | | | 1] [added: —] | | | [added: —] | | | [removed: 36] [added: 22] | | |
| Other current assets (Note 6) | | | | | | [removed: 4,050] [added: 4,008] | | | | | | [removed: 4,381] [added: 4,051] | | |
| Total current assets | | | | | | [removed: 16,350] [added: 15,958] | | | | | | [removed: 16,758] [added: 16,350] | | |
| Property, plant and equipment, net (Note 7) | | | | | | [removed: 4,541] [added: 5,254] | | | | | | [removed: 3,617] [added: 4,541] | | |
| Operating lease assets (Note [removed: 26)] [added: 25)] | | | | | | [removed: 926] [added: 932] | | | | | | [removed: 1,024] [added: 926] | | |
| Proceeds from sale of investments in affiliates | | | | | | 728 | | | | | | — | | | | | | — | | |
| Debt issuance costs | | | | | | (24) | | | | | | (30) | | | | | | (3) | | |
| | | | | | | | | | | | | | | | | | | | | | Registered Shares | | | | | | | | | | | | Treasury Shares | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance, January 1, 2024 | | | $ | 1 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 145,319,668 | | | | | | $ | 1 | | | | | 16,109,804 | | | | | | $ | (1,073) | | | | | $ | 5,900 | | | | | $ | 12,077 | | | | | $ | (6,054) | | | | | $ | 963 | | | | | $ | 11,814 | |
| Net (loss) income | | | (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,137 | | | | | | — | | | | | | 52 | | | | | | 1,189 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cancellation of treasury shares | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | (6,146,930) | | | | | | 572 | | | | | | (572) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Repurchase of registered shares | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (12,150,763) | | | | | | — | | | | | | 12,150,763 | | | | | | (1,100) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,100) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Issuance of registered shares, including stock dividends | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 795,330 | | | | | | — | | | | | | (795,330) | | | | | | 52 | | | | | | (66) | | | | | | (1) | | | | | | — | | | | | | — | | | | | | (15) | | |
| Balance, December 31, 2024 | | | $ | 4 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 133,964,235 | | | | | | $ | 1 | | | | | 21,318,307 | | | | | | $ | (1,549) | | | | | $ | 5,325 | | | | | $ | 12,838 | | | | | $ | (6,702) | | | | | $ | 1,032 | | | | | $ | 10,945 | |
| Capital contribution from noncontrolling interest | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6 | | | | | | 6 | | |
On October 1, 2024, Bunge completed the sale of our 50% ownership share in BP Bunge Bioenergia to BP.
See *Note 2- Acquisitions and Dispositions* for further details regarding the Company's disposition of BP Bunge Bioenergia.
Throughout 2023 and 2022, Argentina’s government has
There were no transactions accounted for utilizing a preferential rate for the year ended December 31, 2024.
In the year ended December 31, 2024, the Company recognized insurance recoveries related to the war of $58 million which were recorded in Cost of goods sold in the consolidated statements of income.
The recoveries included $52 million attributable to business interruption and $6 million attributable to property damage.
Reclassifications—Effective January 1, 2024, the Company changed its reporting of purchases and sales activity within the readily marketable inventories Level 3 reconciliation to align with the Company's value chain trade flows and intended use, which had no net impact on Level 3 readily marketable inventories period end balances.
Prior period activity has been reclassified to conform to current presentation.
See *Note 15- Fair Value Measurements* for further details regarding the reclassification.
The adoption of this guidance resulted in expanded disclosures in *Note 26- Segment Information*.
In November 2024, the FASB issued ASU 2024-03, *Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)* ("ASU 2024-03")*.* The standard is intended to enhance transparency of income statement disclosures, primarily through additional disaggregation of relevant expense captions.
ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.
Entities can
adopt the change prospectively or retrospectively to any or all prior periods presented in the financial statements.
In March 2024, the SEC adopted final climate-related disclosure rules under SEC Release No. 33-11275, *The Enhancement and Standardization of Climate-Related Disclosures for Investors*.
The rules require disclosure of governance, risk management, and strategy related to material climate-related risks as well as disclosure of material greenhouse gas emissions in registration statements and annual reports.
In addition, the rules require presentation of certain climate-related disclosures in the annual consolidated financial statements.
On April 4, 2024, the SEC voluntarily stayed the effective date of the final rules pending completion of judicial review following certain legal challenges.
The rules are effective beginning with annual periods ending December 31, 2025, pending resolution of the stay.
Bunge is currently evaluating the impact of the rules on the Company’s disclosures.
The Company has begun evaluating disclosure presentation alternatives that will result in expanded disclosure in the Company's *Income Taxes* footnote.
On September 17, 2024, Bunge completed the sale and issuance of three tranches of unsecured senior notes ("Senior Notes") for an aggregate principal amount of $2.0 billion.
As a result of the Senior Notes issuance, and in accordance with its terms, the Acquisition Financing commitment was reduced by $2.0 billion with $6.0 billion available as of December 31, 2024.
Bunge intends to use a portion of the proceeds from the Acquisition Financing and Senior Notes issuance to fund a portion of the cash consideration for Bunge's Acquisition of Viterra and to repay a portion of certain Viterra debt to be assumed in connection with the Acquisition, including, in each case, related fees and expenses, and, with any remaining amounts, for general corporate purposes.
Also, in the third quarter of 2024, Bunge's wholly-owned subsidiary, Bunge Limited Finance Corp. ("BLFC"), commenced offers (the "US Exchange Offers") to exchange all outstanding notes of certain series issued by Viterra Finance B.V. ("VFBV") and guaranteed by Viterra and Viterra B.V., for up to $1.95 billion aggregate principal amount of new notes issued by BLFC and guaranteed by Bunge.
In addition, in the third quarter of 2024, Viterra commenced a consent solicitation (the "European Consent Solicitation") to amend the indenture governing VFBV's outstanding 500 million *Euro* aggregate principal amount of 0.375% senior unsecured notes due 2025 and outstanding 700 million *Euro* aggregate principal amount of 1.000% senior unsecured notes due 2028 to, among other things, substitute the issuer and guarantors of such notes with Bunge Finance Europe B.V. ("BFE"), a wholly owned finance subsidiary of Bunge, as issuer, and Bunge as guarantor.
The US
Exchange Offers and European Consent Solicitation are conditioned, among other things, upon the consummation of the Acquisition.
BUNGE GLOBAL SA AND SUBSIDIARIES
| Convertible preference share dividends and other obligations | | | | | | — | | | | | | — | | | | | | (34) | | |
| Liabilities held for sale (Note 2) | | | | | | — | | | | | | 18 | | |
| Common shares, par value $0.01; authorized—400,000,000 shares; issued and outstanding: 149,907,932 shares at December 31, 2022 | | | | | | — | | | | | | 1 | | |
| Payments for beneficial interest in securitized trade receivables | | | | | | — | | | | | | — | | | | | | (177) | | |
| Dividends paid to registered or common shareholders | | | | | | (383) | | | | | | (341) | | | | | | (289) | | |
| Balance, January 1, 2021 | | | $ | 415 | | | | | 6,899,683 | | | | | | $ | 690 | | | | | 139,790,238 | | | | | | $ | 1 | | | | | 15,428,313 | | | | | | $ | (1,020) | | | | | $ | 5,408 | | | | | $ | 7,236 | | | | | $ | (6,246) | | | | | $ | 136 | | | | | $ | 6,205 | |
| Net income | | | 61 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,078 | | | | | | — | | | | | | 28 | | | | | | 2,106 | | |
| Acquisition of redeemable noncontrolling interest | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3) | | | | | | — | | | | | | — | | | | | | (3) | | |
| Dividends on preference shares, $4.875 per share | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (34) | | | | | | — | | | | | | — | | | | | | (34) | | |
| Dividends to noncontrolling interests on subsidiary common stock | | | (71) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (5) | | | | | | (5) | | |
| Disposition of noncontrolling interest in subsidiary | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Repurchase of common shares | | | — | | | | | | — | | | | | | — | | | | | | (1,298,384) | | | | | | — | | | | | | 1,298,384 | | | | | | (100) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (100) | | |
| Issuance of common shares, including stock dividends | | | — | | | | | | — | | | | | | — | | | | | | 2,565,560 | | | | | | — | | | | | | — | | | | | | — | | | | | | 122 | | | | | | (4) | | | | | | — | | | | | | — | | | | | | 118 | | |
| Balance, December 31, 2021 | | | $ | 381 | | | | | 6,899,683 | | | | | | $ | 690 | | | | | 141,057,414 | | | | | | $ | 1 | | | | | 16,726,697 | | | | | | $ | (1,120) | | | | | $ | 5,590 | | | | | $ | 8,979 | | | | | $ | (6,471) | | | | | $ | 156 | | | | | $ | 7,825 | |
Preferential exchange rates under the Export Programs are
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Bunge’s operational activities in Ukraine have steadily increased over the year, but remain limited and are subject to Bunge's ability to perform activities safely.
On July 17, 2023, an agreement allowing the safe export of grain from three Ukrainian ports (Pivdennyi/Yuzhnvi, Odesa, and Chornomorsk; the "POC corridor") on the Black Sea expired.
Following the termination of the POC corridor agreement, Russian attacks on key Ukrainian export infrastructure locations intensified.
As of February 22, 2024, the termination of the POC corridor agreement and Russian attacks on key export infrastructure over the year have not significantly impacted Bunge's results of operations in Ukraine as alternative routes to export product are being effectively utilized.
In the year ended December 31, 2023, the Company recognized mark-to-market gains of $29 million, respectively, in Cost of goods sold in the consolidated statements of income related to inventory recovered from its Mykolaiv and other facilities which had no carrying value as of December 31, 2022.
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | December 31, | | | | | | | | |
| Cash and cash equivalents in Assets held for sale | | | — | | | 22 | | | — | | |
In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, *Reference Rate Reform (Topic 848),* to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting designed to ease the financial reporting burden related to reference rate reform.
In December 2022, the FASB subsequently issued ASU 2022-06, *Deferral of the Sunset Date of Topic 848*, to ensure the relief in Topic 848 covers the period of time during which a significant number of modifications to eligible contracts and hedging relationships may take place.
The ASU defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848.
As of December 31, 2023, Bunge has concluded the modification of all eligible contracts and the adoption of this guidance did not have a material impact on Bunge's consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07, *Segment Reporting—Improvements to Reportable Segment Disclosures (Topic 280)*.
Early adoption is permitted.
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.
Approximately $300 million remained outstanding under the existing program prior to the expansion of the program, resulting in an aggregate remaining program size of up to $2.0 billion of repurchases of Bunge's issued and outstanding shares.
Under this program, Bunge repurchased 5,407,861 shares for $600 million during the year ended December 31, 2023.
*US Grain Disposition*
On April 21, 2020, Bunge announced that it had entered into an agreement to sell a portfolio of interior grain elevators located in the United States.
On July 9, 2021, the transaction closed in accordance with the terms of the agreement.
Upon closing, Bunge received cash proceeds of $298 million in consideration for the book value of property, plant and equipment, net, plus an additional sum in consideration for the value of net working capital transferred on the date of closing, resulting in a gain on sale of $158 million recognized in Other (expense) income—net, for the year ended December 31, 2021.
The following table presents the book values of the major classes of assets and liabilities that were included in the disposal group, reported under the Agribusiness segment:
An excerpt. Shown here: 40 of 871 rewritten, 40 of 348 added and 40 of 260 removed. The counts are complete. For every sentence, read Item 1. FINANCIAL STATEMENTS in the FY2024 filing and the FY2023 filing.
Item 3. Legal Proceedings
1 rewritten, 0 added, 0 removed, 5 unchanged
For a discussion of certain legal and tax [removed: matters] [added: matters, including those] relating to Brazil, see *Note 14- Income Taxes* and *Note [removed: 21-] [added: 20-] Commitments and Contingencies* to our consolidated financial statements included as part of this Annual Report on Form 10-K.
Cover and table of contents
131 rewritten, 34 added, 55 removed, 422 unchanged
[INDEX TO CONSOLIDATED FINANCIAL [removed: STATEMENTS](#i465d18035ae244938ce377cb06bedc9b_94)][added: STATEMENTS](#ie964aff52a5b4e7ca7a6fa09a9718822_103)]
For the fiscal year ended December 31, [removed: 2023][added: 2024]
[removed: ][added: ]
The aggregate market value of registrant's shares held by non-affiliates, based upon the closing price on the last business day of the registrant's most recently completed second fiscal quarter, June 30, [removed: 2023,] [added: 2024,] as reported by the New York Stock Exchange, was approximately [removed: $14,134] [added: $15,013] million.
As of February [removed: 20, 2024, 143,418,211] [added: 18, 2025, 133,968,048] registered shares, par value $0.01 per share, were issued and outstanding.
Portions of the proxy statement for the [removed: 2024] [added: 2025] Annual General Meeting of Shareholders (the [removed: "2024] [added: "2025] Annual Meeting") to be held on May 15, [removed: 2024] [added: 2025] are incorporated by reference into Part III.
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| [Item [removed: 1A.](#i465d18035ae244938ce377cb06bedc9b_16)] [added: 1A.](#ie964aff52a5b4e7ca7a6fa09a9718822_16)] | | | [Risk [removed: Factors](#i465d18035ae244938ce377cb06bedc9b_16)] [added: Factors](#ie964aff52a5b4e7ca7a6fa09a9718822_16)] | | | [removed: [16](#i465d18035ae244938ce377cb06bedc9b_16)] [added: [16](#ie964aff52a5b4e7ca7a6fa09a9718822_16)] | | |
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| [Item [removed: 2.](#i465d18035ae244938ce377cb06bedc9b_22)] [added: 2.](#ie964aff52a5b4e7ca7a6fa09a9718822_25)] | | | [removed: [Properties](#i465d18035ae244938ce377cb06bedc9b_22)] [added: [Properties](#ie964aff52a5b4e7ca7a6fa09a9718822_25)] | | | [removed: [33](#i465d18035ae244938ce377cb06bedc9b_22)] [added: [34](#ie964aff52a5b4e7ca7a6fa09a9718822_25)] | | |
| [Item [removed: 3.](#i465d18035ae244938ce377cb06bedc9b_25)] [added: 3.](#ie964aff52a5b4e7ca7a6fa09a9718822_28)] | | | [Legal [removed: Proceedings](#i465d18035ae244938ce377cb06bedc9b_25)] [added: Proceedings](#ie964aff52a5b4e7ca7a6fa09a9718822_28)] | | | [removed: [34](#i465d18035ae244938ce377cb06bedc9b_25)] [added: [35](#ie964aff52a5b4e7ca7a6fa09a9718822_28)] | | |
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| [Item [removed: 5.](#i465d18035ae244938ce377cb06bedc9b_34)] [added: 5.](#ie964aff52a5b4e7ca7a6fa09a9718822_37)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i465d18035ae244938ce377cb06bedc9b_34)] [added: Securities](#ie964aff52a5b4e7ca7a6fa09a9718822_37)] | | | [removed: [34](#i465d18035ae244938ce377cb06bedc9b_34)] [added: [35](#ie964aff52a5b4e7ca7a6fa09a9718822_37)] | | |
| [Item [removed: 6.](#i465d18035ae244938ce377cb06bedc9b_37)] [added: 6.](#ie964aff52a5b4e7ca7a6fa09a9718822_43)] | | | [removed: [Reserved](#i465d18035ae244938ce377cb06bedc9b_37)] [added: [Reserved](#ie964aff52a5b4e7ca7a6fa09a9718822_43)] | | | [removed: [39](#i465d18035ae244938ce377cb06bedc9b_37)] [added: [39](#ie964aff52a5b4e7ca7a6fa09a9718822_43)] | | |
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| [Item [removed: 7A.](#i465d18035ae244938ce377cb06bedc9b_43)] [added: 7A.](#ie964aff52a5b4e7ca7a6fa09a9718822_52)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i465d18035ae244938ce377cb06bedc9b_43)] [added: Risk](#ie964aff52a5b4e7ca7a6fa09a9718822_52)] | | | [removed: [59](#i465d18035ae244938ce377cb06bedc9b_43)] [added: [58](#ie964aff52a5b4e7ca7a6fa09a9718822_52)] | | |
| [Item [removed: 8.](#i465d18035ae244938ce377cb06bedc9b_46)] [added: 8.](#ie964aff52a5b4e7ca7a6fa09a9718822_55)] | | | [Financial Statements and Supplementary [removed: Data](#i465d18035ae244938ce377cb06bedc9b_46)] [added: Data](#ie964aff52a5b4e7ca7a6fa09a9718822_55)] | | | [removed: [62](#i465d18035ae244938ce377cb06bedc9b_46)] [added: [61](#ie964aff52a5b4e7ca7a6fa09a9718822_55)] | | |
| [Item [removed: 9.](#i465d18035ae244938ce377cb06bedc9b_49)] [added: 9.](#ie964aff52a5b4e7ca7a6fa09a9718822_58)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i465d18035ae244938ce377cb06bedc9b_49)] [added: Disclosure](#ie964aff52a5b4e7ca7a6fa09a9718822_58)] | | | [removed: [62](#i465d18035ae244938ce377cb06bedc9b_49)] [added: [61](#ie964aff52a5b4e7ca7a6fa09a9718822_58)] | | |
| [Item [removed: 9A.](#i465d18035ae244938ce377cb06bedc9b_52)] [added: 9A.](#ie964aff52a5b4e7ca7a6fa09a9718822_61)] | | | [Controls and [removed: Procedures](#i465d18035ae244938ce377cb06bedc9b_52)] [added: Procedures](#ie964aff52a5b4e7ca7a6fa09a9718822_61)] | | | [removed: [62](#i465d18035ae244938ce377cb06bedc9b_52)] [added: [61](#ie964aff52a5b4e7ca7a6fa09a9718822_61)] | | |
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| [PART [removed: III](#i465d18035ae244938ce377cb06bedc9b_58)] [added: III](#ie964aff52a5b4e7ca7a6fa09a9718822_67)] | | | | | | | | |
| [Item [removed: 10.](#i465d18035ae244938ce377cb06bedc9b_61)] [added: 10.](#ie964aff52a5b4e7ca7a6fa09a9718822_70)] | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i465d18035ae244938ce377cb06bedc9b_61)] [added: Governance](#ie964aff52a5b4e7ca7a6fa09a9718822_70)] | | | [removed: [65](#i465d18035ae244938ce377cb06bedc9b_61)] [added: [64](#ie964aff52a5b4e7ca7a6fa09a9718822_70)] | | |
| [Item [removed: 11.](#i465d18035ae244938ce377cb06bedc9b_64)] [added: 11.](#ie964aff52a5b4e7ca7a6fa09a9718822_73)] | | | [Executive [removed: Compensation](#i465d18035ae244938ce377cb06bedc9b_64)] [added: Compensation](#ie964aff52a5b4e7ca7a6fa09a9718822_73)] | | | [removed: [65](#i465d18035ae244938ce377cb06bedc9b_64)] [added: [64](#ie964aff52a5b4e7ca7a6fa09a9718822_73)] | | |
| [Item [removed: 12.](#i465d18035ae244938ce377cb06bedc9b_67)] [added: 12.](#ie964aff52a5b4e7ca7a6fa09a9718822_76)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i465d18035ae244938ce377cb06bedc9b_67)] [added: Matters](#ie964aff52a5b4e7ca7a6fa09a9718822_76)] | | | [removed: [65](#i465d18035ae244938ce377cb06bedc9b_67)] [added: [64](#ie964aff52a5b4e7ca7a6fa09a9718822_76)] | | |
| [Item [removed: 13.](#i465d18035ae244938ce377cb06bedc9b_70)] [added: 13.](#ie964aff52a5b4e7ca7a6fa09a9718822_79)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i465d18035ae244938ce377cb06bedc9b_70)] [added: Independence](#ie964aff52a5b4e7ca7a6fa09a9718822_79)] | | | [removed: [65](#i465d18035ae244938ce377cb06bedc9b_70)] [added: [64](#ie964aff52a5b4e7ca7a6fa09a9718822_79)] | | |
| [Item [removed: 14.](#i465d18035ae244938ce377cb06bedc9b_73)] [added: 14.](#ie964aff52a5b4e7ca7a6fa09a9718822_82)] | | | [Principal Accounting Fees and [removed: Services](#i465d18035ae244938ce377cb06bedc9b_73)] [added: Services](#ie964aff52a5b4e7ca7a6fa09a9718822_82)] | | | [removed: [65](#i465d18035ae244938ce377cb06bedc9b_73)] [added: [64](#ie964aff52a5b4e7ca7a6fa09a9718822_82)] | | |
| [Item [removed: 15.](#i465d18035ae244938ce377cb06bedc9b_85)] [added: 15.](#ie964aff52a5b4e7ca7a6fa09a9718822_94)] | | | [Exhibits, Financial Statement [removed: Schedules](#i465d18035ae244938ce377cb06bedc9b_85)] [added: Schedules](#ie964aff52a5b4e7ca7a6fa09a9718822_94)] | | | [removed: [66](#i465d18035ae244938ce377cb06bedc9b_85)] [added: [65](#ie964aff52a5b4e7ca7a6fa09a9718822_94)] | | |
| [Schedule II—Valuation and Qualifying [removed: Accounts](#i465d18035ae244938ce377cb06bedc9b_91)] [added: Accounts](#ie964aff52a5b4e7ca7a6fa09a9718822_100)] | | | | | | [removed: [E-](#i465d18035ae244938ce377cb06bedc9b_91)[1](#i465d18035ae244938ce377cb06bedc9b_91)] [added: [E-](#ie964aff52a5b4e7ca7a6fa09a9718822_100)[1](#ie964aff52a5b4e7ca7a6fa09a9718822_100)] | | |
| [INDEX TO CONSOLIDATED FINANCIAL [removed: STATEMENTS](#i465d18035ae244938ce377cb06bedc9b_94)] [added: STATEMENTS](#ie964aff52a5b4e7ca7a6fa09a9718822_103)] | | | | | | [removed: [F-](#i465d18035ae244938ce377cb06bedc9b_94)[1](#i465d18035ae244938ce377cb06bedc9b_94)] [added: [F-](#ie964aff52a5b4e7ca7a6fa09a9718822_103)[1](#ie964aff52a5b4e7ca7a6fa09a9718822_103)] | | |
This Annual Report [removed: on Form 10-K] includes forward looking statements that reflect our current expectations and projections about our future results, performance, prospects and opportunities.
Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this Annual [removed: Report on Form 10-K,] [added: Report,] including:
- changes in government policies and laws affecting our business, including agricultural and trade [added: (including tariff)] policies, financial markets regulation and environmental, tax and biofuels regulation;
- operational risks, including industrial accidents, natural disasters, pandemics or [removed: epidemics] [added: epidemics, wars] and cybersecurity incidents;
In light of these risks, uncertainties and assumptions, you should not place undue reliance on any forward looking statements contained in this Annual [removed: Report on Form 10-K.][added: Report.]
Additional risks that we may currently deem immaterial or that are not presently known to us could also cause the forward looking events discussed in this Annual Report [removed: on Form 10-K] not to occur.
Except as otherwise required by federal securities law, we undertake no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this Annual [removed: Report on Form 10-K.][added: Report.]
- the fact that we are a Swiss corporation and the rights of our shareholders are governed by Swiss law; [added: and]
- difficulty attracting, motivating and retaining executives and other key employees in light of the [added: uncertainty associated with the] Acquisition;
We are subject to risks relating to the combined [removed: company,] [added: company pending the Viterra Acquisition,] including risks involving:
- [removed: certain Sellers (as defined below)] [added: the] ability [added: of certain shareholders] to exercise influence over the composition of [removed: the Board,] [added: Bunge's Board of Directors ("Board"),] matters subject to shareholder approval and/or our [removed: operations.][added: operations;]
| [PART I](#ie964aff52a5b4e7ca7a6fa09a9718822_10) | | | | | | | | |
| [Item 1C.](#ie964aff52a5b4e7ca7a6fa09a9718822_22) | | | [Cybersecurity](#ie964aff52a5b4e7ca7a6fa09a9718822_22) | | | [32](#ie964aff52a5b4e7ca7a6fa09a9718822_22) | | |
| [PART II](#ie964aff52a5b4e7ca7a6fa09a9718822_34) | | | | | | | | |
| [PART IV](#ie964aff52a5b4e7ca7a6fa09a9718822_85) | | | | | | | | |
| [SIGNATURES](#ie964aff52a5b4e7ca7a6fa09a9718822_241) | | | | | | [S-](#ie964aff52a5b4e7ca7a6fa09a9718822_241)[1](#ie964aff52a5b4e7ca7a6fa09a9718822_241) | | |
- Bunge’s historical shareholders having reduced ownership and voting interest in and exercising less influence over management of the Company post-Acquisition;
On October 1, 2024, we completed the sale of our 50% interest in BP Bunge Bioenergia to BP Biofuels Brazil Investment Limited ("BP").
The Acquisition is expected to receive the remaining regulatory approvals and close in the next few months.
The Business
This business is complementary to our core
In 2024, we broke ground on a project to expand the facility’s production capacity.
vanaspatis; and *Masterline* professional bakery fats.
On October 1, 2024, we completed the sale of our 50% interest in BP Bunge Bioenergia to BP.
The joint venture was formed to cultivate sugar cane, produce and sell sugar and sugar ethanol, and create power cogeneration activities.
Our Chief Risk Officer ("CRO") is the management lead of the ERMC, and oversees the enterprise risk management process of the Company, including climate-related risks and opportunities and their impacts on our business strategy, operations and investments.
logistics, and customer experience.
The EUDR was scheduled to become effective in December 2024, but the European Union reached a deal in December 2024 to postpone its implementation by one year to December 2025.
We have begun evaluating implementation efforts necessary to fully comply with the EUDR.
Also, failure to comply with the EUDR could result in fines, exclusion from public procurement processes and public funding and prohibition from dealing in the EU in these items.
operations and competitive position.
The CSRD will apply to us for fiscal years beginning after January 1, 2025, with our first report to be published in 2026.
In addition, under the Swiss Code of Obligations, certain Bunge subsidiaries in Switzerland must adhere to due diligence and transparency requirements concerning child labor in the supply chain if these subsidiaries offer products or services in relation to which there are reasonable grounds to suspect that they have been manufactured or provided using child labor.
We comply with these requirements by adhering to internationally recognized regulations deemed equivalent under Swiss law.
We are assessing the applicability of the Climate Accountability Package to us.
Bunge has been a
As of December 31, 2024, we achieved 100% traceability and monitoring of our direct and indirect soy supply chains in the priority regions of Brazil.
This report is not incorporated by reference in this Annual Report.
The Human Resources and Compensation Committee oversees the Company’s compensation framework, governance guidelines and performance criteria, workforce trends, talent management and succession planning.
The Corporate Governance and Nominations Committee oversees the Company’s corporate governance frameworks and board practices, as well as the identification of qualified board candidates with the appropriate skills, diversity and experience to oversee the Company’s business.
We track the progress towards these targets and disclose the performance publicly in our annual global sustainability report.
Learning & Development
Report or filed with the SEC.
| | | | | | | | | |
| | | | | | | | | |
| [PART I](#i465d18035ae244938ce377cb06bedc9b_10) | | | | | | | | |
| [Item 1](#i465d18035ae244938ce377cb06bedc9b_1894)[C](#i465d18035ae244938ce377cb06bedc9b_1894)[.](#i465d18035ae244938ce377cb06bedc9b_1894) | | | [Cybersecurity](#i465d18035ae244938ce377cb06bedc9b_1894) | | | [32](#i465d18035ae244938ce377cb06bedc9b_1894) | | |
| [PART II](#i465d18035ae244938ce377cb06bedc9b_31) | | | | | | | | |
| [PART IV](#i465d18035ae244938ce377cb06bedc9b_76) | | | | | | | | |
| [SIGNATURES](#i465d18035ae244938ce377cb06bedc9b_214) | | | | | | [S-](#i465d18035ae244938ce377cb06bedc9b_214)[1](#i465d18035ae244938ce377cb06bedc9b_214) | | |
- costs associated with the Redomestication (as defined below); and
- different factors affecting the market price for registered shares of the combined company following the completion of the Acquisition; and
Redomestication
The Redomestication, which was approved by our shareholders, was effected pursuant to a scheme of
The registered shares began trading on the New York Stock Exchange (the "NYSE") under the symbol “BG” on November 1, 2023, which is the same symbol under which the Bunge Limited shares were previously traded.
In connection with the Redomestication, each of the members of the board of directors of Bunge Limited who was a member of Bunge Limited’s board of directors immediately prior to the Redomestication was appointed as a director of Bunge Global’s board of directors (the "Board"), and each of Bunge Limited’s executive officers who was an executive officer immediately prior to the Redomestication was appointed as an executive officer of Bunge Global.
Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Bunge Global is the successor issuer to Bunge Limited, the registered shares are deemed to be registered under Section 12(b) of the Exchange Act, and Bunge Global is subject to the periodic and current reporting requirements of the Exchange Act and the rules and regulations promulgated thereunder.
The principal purchasers of the unrefined vegetable oils produced in this segment
worldwide, based on sales.
In China, we offer consumer edible oils products under the *Dou Wei Jia, Jia Run, Bang Yan,* and *Jia Yan* brands.
fortified corn meal, corn-soy blends, snack grits and meals, and other similar products.
Our Sugar and Bioenergy segment primarily comprises our 50% interest in BP Bunge Bioenergia, our joint venture with BP, as well as minor ethanol distribution sales activity.
BP Bunge Bioenergia is the second largest operator by effective crushing capacity in the Brazilian sugarcane ethanol biofuel industry.
The formation of BP Bunge Bioenergia combined our eight mills, the plantations we owned and managed, and related assets, together with BP’s sugar and bioenergy business in Brazil, which included three mills and related assets.
BP Bunge Bioenergia's combined mills are supplied with sugarcane grown on approximately 460,000 hectares of land.
In 2023, approximately 77% of the joint venture's total milled sugarcane came from plantations owned or managed by BP Bunge Bioenergia and 23% was purchased from third-party suppliers.
These mills allow BP Bunge Bioenergia to produce sugar, ethanol and electricity, as further described below.
- Sugar-BP Bunge Bioenergia produces two types of sugar: very high polarity ("VHP") raw sugar and crystal sugar.
VHP sugar is similar to the raw sugar traded on major commodities exchanges, including the standard NY11 contract, and is sold almost exclusively for export.
Crystal sugar is a non-refined white sugar and is principally sold domestically in Brazil.
- Ethanol-BP Bunge Bioenergia produces and sells two types of ethanol: hydrous and anhydrous.
Hydrous ethanol is consumed directly as a transport fuel, and as industrial grade for exports.
Anhydrous ethanol is blended with gasoline in transport fuels.
- Electricity-BP Bunge Bioenergia generates electricity from burning sugarcane bagasse in its mills.
BP Bunge Bioenergia competes with other sugar and ethanol producers both in Brazil and internationally, along with beet sugar processors and producers of other sweeteners and biofuels in the global market.
Major competitors in Brazil include Cosan Limited/Raizen, São Martinho S.A., and Biosev (a subsidiary of Louis Dreyfus).
Major international competitors include British Sugar PLC, Südzucker AG, Cargill, Tereos S.A., Sucden S.A., ED&F Man Limited, and COFCO.
For example, the Biden Administration has issued a series of executive orders and regulatory initiatives focused on climate change, including rejoining the Paris Climate Agreement, pursuant to which the Administration has announced a goal of reducing U.S. GHG emissions by one-half by 2030.
We are in the process of assessing the impact of the EUDR on Bunge.
In addition, under Switzerland’s legislation regarding the due diligence and transparency in relation to child labor in the supply chain, we are required to establish (1) a supply chain policy on child labor, (2) a supply chain traceability system that includes and documents for each product or service for which there are reasonable grounds to suspect child labor (a) a description of the product or service and (b) the trade name and the names and addresses of the supplier and the production sites or the service provider for the undertaking, (3) as an early warning mechanism for risk identification, a reporting procedure that allows interested parties to raise reasonable concerns about the existence of a potential or actual adverse impact related to child labor, and (4) a risk management plan which identifies and assesses the risks in the supply chain according to the likelihood of occurrence and severity of adverse impacts and eliminates, prevents or minimizes such risks on that basis.
We will be required to publish a report regarding compliance with our child labor due diligence obligations with respect to our 2023 fiscal year by June 30, 2024.
Additionally, in response to the ongoing Ukraine-Russia war, the United States, other North Atlantic Treaty Organization ("NATO") member states, as well as non-NATO member states, have announced targeted economic sanctions on Russia and Belarus, certain Russian and Belarusian citizens, and Russian and Belarusian enterprises.
Any escalation of the war may trigger additional economic and other sanctions.
On September 16, 2022, Bunge signed an agreement to sell its remaining Russian operations, primarily comprising an oilseed crushing and refining facility in Voronezh, southwest Russia, to Karen Vanetsyan.
On February 3, 2023, the transaction closed in accordance with the terms of the agreement and the sale was completed.
An excerpt. Shown here: 40 of 131 rewritten, all 34 added and 40 of 55 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2024 filing and the FY2023 filing.
Item 1C. Cybersecurity
2 rewritten, 11 added, 1 removed, 30 unchanged
[removed: The] [added: Our] response [removed: plan includes] [added: plans include] protocols to notify our Chief Technology Officer ("CTO"), our Chief Legal Officer, other members of senior management as appropriate, and, under certain circumstances, the Audit Committee of our Board, or our full Board as appropriate.
Senior management and the Audit Committee receive [removed: at least] [added: an annual update and ongoing] quarterly updates on Bunge's cybersecurity readiness and the current "threat environment," which includes an update on the cybersecurity threat landscape, the strategic priorities of the cybersecurity risk management program and progress made in respect of those priorities, a review of cybersecurity incidents, as well as additional updates on an as-needed basis.
We have also performed and plan to continue to conduct cybersecurity incident simulation exercises involving members of senior management as part of our cybersecurity risk management program.
The Board is provided with an update following a simulation exercise.
Our worldwide team of cyber and information security professionals undertakes a range of activities to protect its employees, assets, and reputation globally, leveraging internal and external resources to monitor cybersecurity threats to its systems and networks and to understand the broader threat environment.
In support of these efforts, Our security experts use automated threat intelligence feeds and tools to increase vulnerability awareness, taking action to mitigate the highest risks.
Bunge’s dedicated cyber risk organization meets regularly with business units and corporate operations to raise cyber risk awareness and keep diverse cybersecurity skill sets connected across the global enterprise.
We invest in broad cybersecurity awareness and training to educate those with access to Bunge’s networks, which includes a review of company policies and best practices.
We conduct phishing tests to train our workforce, and assess its ability, to identify and report malicious emails and activity.
Privacy and data protection awareness and training is provided to employees and the Board as part of Bunge’s required Code of Conduct training.
Bunge uses a risk-based information security process aligned with the National Institute of Standards and Technology (NIST) Cybersecurity Framework to identify, prioritize, and mitigate cybersecurity risks, which is periodically assessed by an independent third party.
Although we have experienced and will continue to experience cybersecurity incidents of varying degrees, to date, we have not experienced a cybersecurity incident that has materially affected or is reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition.
Despite the measures the company takes to mitigate cybersecurity risks, there can be no assurance that such measures will be sufficient to protect the company’s systems, information, intellectual property ,and other assets from significant harm and, therefore, the scope and impact of any future cybersecurity incident cannot be predicted with any meaningful accuracy.
Although, to date, we have not experienced a material cybersecurity incident resulting in a significant interruption of our operations, the scope of any future incident cannot be predicted with any meaningful accuracy.
Item 2. Properties
7 rewritten, 7 added, 9 removed, 17 unchanged
| Refined and Specialty Oils | | | | | | [removed: 56,221] [added: 57,705] | | | | | | [removed: 736,197] [added: 692,573] | | |
In our Agribusiness segment, we have [removed: 103] [added: 107] commodity storage facilities globally, which are located close to agricultural production areas or export locations.
We also have [removed: 56] [added: 53] oilseed processing plants globally and operate [removed: three] [added: four] fertilizer processing and blending plants in Argentina.
In our Refined and Specialty Oils business, we have [removed: 66] [added: 59] refining and packaging facilities throughout the world.
We also have [removed: 107] [added: 73] storage facilities globally that are located close to food and ingredient locations.
In our Milling business, we have [removed: 14] [added: 13] milling facilities throughout the world.
We also have [removed: 7] [added: 8] storage facilities globally that are located close to milling facility locations.
The following tables and related discussion provide information on our principal operating facilities as of December 31, 2024, which primarily includes both owned and leased assets as well as includes production and storage capacity of certain equity method investments.
| Agribusiness | | | | | | 156,156 | | | | | | 15,223,054 | | |
| Milling | | | | | | 14,831 | | | | | | 903,745 | | |
| North America | | | | | | 70,659 | | | | | | 2,832,118 | | |
| South America | | | | | | 61,617 | | | | | | 10,376,595 | | |
| Europe | | | | | | 58,298 | | | | | | 2,446,017 | | |
| Asia-Pacific | | | | | | 38,118 | | | | | | 1,164,642 | | |
The following tables provide information on our principal operating facilities as of December 31, 2023.
| Agribusiness | | | | | | 168,954 | | | | | | 14,760,055 | | |
| Milling | | | | | | 14,830 | | | | | | 930,884 | | |
| North America | | | | | | 67,821 | | | | | | 2,928,509 | | |
| South America | | | | | | 75,735 | | | | | | 9,894,749 | | |
| Europe | | | | | | 57,409 | | | | | | 2,410,103 | | |
| Asia-Pacific | | | | | | 39,040 | | | | | | 1,193,775 | | |
We have 39 merchandising, distribution, and administrative offices throughout the world.
In addition, to facilitate distribution in Brazil, we operate five distribution centers.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
19 rewritten, 10 added, 18 removed, 73 unchanged
To our knowledge, based on information provided by Computershare Investor Services LLC, our transfer agent, as of December 31, [removed: 2023,] [added: 2024,] we had [removed: 145,319,668] [added: 133,964,235] registered shares issued and outstanding, which were held by approximately [removed: 70] [added: 66] registered holders.
[removed: Bunge Limited] [added: We have] historically paid [removed: dividends to holders of Bunge Limited common shares on a quarterly basis,] and [removed: Bunge Global expects] [added: expect] to continue to pay dividend distributions to holders of registered shares on a quarterly basis.
Any future determination to pay dividend distributions will, subject to the provisions of applicable law, be at the discretion of the Board and the approval by shareholders at a general meeting in accordance with Swiss law and will depend upon then existing [added: conditions, including our financial condition, results of operations, contractual and other relevant legal or regulatory restrictions, capital requirements, business prospects, and other factors the Board deems relevant.]
We paid quarterly dividends on Bunge Limited common shares of $0.625 per share in the first and second quarters of 2023, and $0.6625 per share in the third quarter of [added: 2023 and after the Redomestication paid a quarterly dividend distribution on the Bunge Global registered shares of $0.6625 per share in the fourth quarter of] 2023.
We paid quarterly [removed: dividends] [added: dividend distributions] on the Bunge Global registered shares of $0.6625 per share in the [removed: fourth] [added: first] quarter of [removed: 2023.][added: 2024, and $0.68 per share in the remaining three quarters of 2024.]
The following table sets forth certain information, as of December 31, [removed: 2023,] [added: 2024,] with respect to our [added: long-term] equity [added: incentive] compensation plans.
(1)Includes our [added: 2024 Long-Term Incentive Plan,] 2016 Equity Incentive Plan, 2009 Equity Incentive Plan, and 2017 Non-Employee Directors Equity Incentive Plan (collectively, the [removed: “Plans”).][added: "Plans").]
(2)Includes non-statutory stock options outstanding as to [removed: 1,691,109] [added: 1,524,007] registered shares, performance-based restricted stock unit awards as to [removed: 674,404] [added: 643,292] registered shares, and [removed: 1,149,459] [added: 1,195,047] unvested and time-based restricted stock units outstanding (including dividend equivalents payable in shares) under our Plans noted in (1) above.
(4)Shares available under our [removed: 2016 Equity] [added: 2024 Long-Term] Incentive Plan may be used for any type of award authorized under the plan.
Our [removed: 2016 Equity] [added: 2024 Long-Term] Incentive Plan provides that the maximum number of registered shares issuable under the plan is [removed: 10,900,000,] [added: 5,000,000,] subject to adjustment in accordance with the terms of the plan.
No additional awards may be granted under the [added: 2016 Equity Incentive Plan or the] 2009 Bunge Equity Incentive Plan.
The performance graph shown below compares the quarterly change in cumulative total shareholder return on our shares with the [removed: Standard & Poor's (S&P)] [added: S&P] 500 Stock Index and the S&P Food Products Index from December 31, [removed: 2018] [added: 2019] through the quarter ended December 31, [removed: 2023.][added: 2024.]
[removed: ][added: ]
Copyright [removed: 1980-2024.][added: 1980-2025.]
During the twelve months ended December 31, [removed: 2023,] [added: 2024,] Bunge repurchased [removed: 5,407,861] [added: 12,150,763] shares for [removed: $600 million.][added: $1.1 billion.]
The following table is a summary of purchases of equity securities during the fourth quarter of [removed: 2023] [added: 2024] by Bunge and any of its affiliated purchasers.
With respect to the refund of Swiss withholding tax from the repurchase of shares, see [removed: “—] [added: *"*—] *Refund of Swiss Withholding Tax on Dividends and Other [removed: Distributions*”] [added: Distributions"*] below.
[removed: Due to, among other things, the time delay between the sale to the] company and the institutional investors’ receipt of the refund, the price companies pay to repurchase their shares has historically been slightly higher (but less than 1.0%) than the price of such companies’ shares in ordinary trading on the SIX Swiss Exchange first trading line.
The repurchase of shares for purposes other than capital reduction, such as to retain as treasury shares for use in connection with [removed: equity] [added: long-term] incentive plans, convertible debt or other instruments within certain periods, will generally not be subject to Swiss withholding tax.
On May 15, 2024, shareholders of Bunge Global SA approved a cash dividend distribution in the amount of $2.72 per share, payable in four equal quarterly installments of $0.68 per share beginning in the second quarter of fiscal year 2024 and ending in the first quarter of fiscal year 2025.
| Long-term equity compensation plans approved by shareholders(1) | | | | | | 3,362,346 | | | | | | $ | 53.71 | | | | | 5,090,409 | | |
On November 13, 2024, the Board approved the expansion of Bunge's existing share repurchase program by an additional $500 million bringing total authorizations under the program since inception to $2.7 billion.
As of December 31, 2024, a total of 19,667,739 shares were repurchased under the program for $1.9 billion with an aggregate purchase authorization of approximately $800 million remaining for repurchases under the program.
| October 1, 2024 - October 31, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 800,001,209 | |
| November 1, 2024 - November 30, 2024 (1) | | | | | | 5,709,833 | | | | | | $ | 87.57 | | | | | 5,709,833 | | | | | | $ | 800,001,300 | |
| December 1, 2024 - December 31, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 800,001,300 | |
| Total | | | | | | 5,709,833 | | | | | | $ | 87.57 | | | | | 5,709,833 | | | | | | | | |
(1) As discussed above, on November 13, 2024, the Board authorized the repurchase of an additional $500 million of its issued and outstanding registered shares, under the existing share repurchase program.
Due to, among other things, the time delay between the sale to the
conditions, including our financial condition, results of operations, contractual and other relevant legal or regulatory restrictions, capital requirements, business prospects and other factors the Board deems relevant.
We paid quarterly dividends on the common shares of $0.625 per share in the third and fourth quarters of 2022, and $0.525 per share in the first and second quarters of 2022.
On October 31, 2023, we declared a regular quarterly cash dividend of $0.6625 per common share payable on March 1, 2024 to shareholders of record on February 16, 2024.
| Equity compensation plans approved by shareholders(1) | | | | | | 3,514,972 | | | | | | $ | 55.01 | | | | | 2,842,938 | | |
In connection with the Redomestication, effective as of November 1, 2023, Bunge amended the Plans to provide for the issuance of registered shares instead of common shares in connection with the awards under the Plans.
Additionally, the amendments to the Plans include changes to comply with Swiss law regarding minimum payment for shares, share sourcing, the form of shares, data protection, and forfeiture of restricted shares along with modifying the vesting provision on the 2017 Non-Employee Directors Equity Plan for separation.
On June 12, 2023, Bunge Limited's Board approved the expansion of an existing $500 million program for the repurchase of our issued and outstanding common shares.
At the time, approximately $300 million of capacity for the repurchase of Bunge Limited common shares remained available under the existing program and Bunge Limited's Board approved the expansion of the program by an additional $1.7 billion, for an aggregate unutilized capacity of $2.0 billion at June 12, 2023.
As of December 31, 2023, 7,516,976 shares were repurchased for $800 million and $1.4 billion remained outstanding for repurchases under the program.
In 2023, the Company did not repurchase any shares other than through the share repurchase program.
Subsequent to the consolidated balance sheet date, from December 31, 2023 through February 21, 2024, Bunge repurchased an additional 3,319,987 shares for $301 million.
Therefore, as of February 21, 2024, 10,836,963 shares were repurchased for $1.1 billion and $1.1 billion remains outstanding for repurchases under the program.
| October 1, 2023 - October 31, 2023 | | | | | | 1,080,325 | | | | | | $ | 103.83 | | | | | 1,080,325 | | | | | | $ | 1,400,001,115 | |
| November 1, 2023 - November 30, 2023 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,400,001,115 | |
| December 1, 2023 - December 31, 2023 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,400,001,115 | |
| Total | | | | | | 1,080,325 | | | | | | $ | 103.83 | | | | | 1,080,325 | | | | | | | | |
However, see “Comparison of Rights of Shareholders” in the Definitive Proxy Statement for a discussion on the limitations on the amount of repurchased shares that can be held as treasury shares.
Please see “— U.S. Federal Income Tax Considerations of the Redomestication — U.S. Holders — Taxation of Distributions on the Registered Shares” in the Definitive Proxy Statement.
Item 8. Financial Statements and Supplementary Data
1 rewritten, 0 added, 0 removed, 1 unchanged
Our financial statements and related schedule required by this item are contained on pages F-1 through [removed: F-72] [added: F-71] and on page E-1 included as part of this Annual Report on Form 10-K.
Item 9A. Controls and Procedures
6 rewritten, 2 added, 6 removed, 39 unchanged
As of December 31, [removed: 2023,] [added: 2024,] we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our "disclosure controls and procedures," as that term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e).
Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of the end [removed: of the fiscal year covered by this annual report based on the framework in *Internal Control—Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).]
There have been no changes in the Company’s internal control over financial reporting during the quarter ended December 31, [removed: 2023,] [added: 2024,] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
We have audited the internal control over financial reporting of Bunge Global SA and subsidiaries (the "Company") as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control-Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on the criteria established in *Internal Control-Integrated Framework (2013)* issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and the related notes and the schedule listed in the Index at Item 15 as of and for the year ended December 31, [removed: 2023,] [added: 2024,] of the Company and our report dated February [removed: 22, 2024,] [added: 20, 2025,] expressed an unqualified opinion on those [removed: consolidated] financial statements.
of the fiscal year covered by this annual report based on the framework in *Internal Control—Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
February 20, 2025
Specifically, we have continued to migrate certain of our financial reporting systems in Argentina to our South American Enterprise Resource Planning system which may result in changes to related internal controls over financial reporting.
Additionally, management performed an evaluation of the impacts of the Ukraine-Russia War on our internal controls over financial reporting.
In doing so management noted that, as a result of the war, we are currently unable to perform certain of our Ukrainian internal controls over financial reporting, primarily relating to on-site physical inspections of inventory, due to safety concerns, particularly in areas of active conflict.
As of December 31, 2023, the carrying value associated with Company inventories in areas of active conflict has been substantially reserved.
In response, management has implemented compensating controls, including using third-party contractors to carry out visual inspections of the physical condition of our assets held at Ukrainian facilities in non-active conflict areas.
February 22, 2024
Item 9B. Other Information
1 rewritten, 0 added, 0 removed, 2 unchanged
Information required by Items 10, 11, 12, 13 and 14 of Part III is omitted from this Annual Report on Form 10-K and will be filed in a definitive proxy statement for our [removed: 2024] [added: 2025] Annual Meeting.
Item 10. Directors, Executive Officers, and Corporate Governance
2 rewritten, 0 added, 0 removed, 2 unchanged
We will provide information that is responsive to this Item 10 in our definitive proxy statement for our [removed: 2024] [added: 2025] Annual Meeting under the captions "Election of Directors," [removed: "Section 16(a) Beneficial Ownership Reporting Compliance,"] "Corporate Governance-Board Meetings and Committees-Audit Committee," "Corporate Governance-Board [removed: Composition] [added: Structure] and [added: Size," "Corporate Governance-Board] Independence," "Audit Committee Report," "Corporate Governance-Corporate Governance [removed: Guidelines] [added: Principles] and Code of [removed: Conduct"] [added: Conduct," "Insider Trading Policy"] and possibly elsewhere therein.
[removed: Business-Executive] [added: Business-Information About Our Executive] Officers and Key [removed: Employees of the Company,"] [added: Employees,"] which information is incorporated herein by reference.
Item 11. Executive Compensation
1 rewritten, 0 added, 0 removed, 1 unchanged
We will provide information that is responsive to this Item 11 in our definitive proxy statement for our [removed: 2024] [added: 2025] Annual Meeting under the captions "Executive [removed: Compensation,"] [added: Compensation Highlights,"] "Director Compensation," [removed: "Compensation] [added: "Human Resources and Compensation] Committee Report," and possibly elsewhere therein.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
2 rewritten, 0 added, 0 removed, 2 unchanged
We will provide information that is responsive to this Item 12 in our definitive proxy statement for our [removed: 2024] [added: 2025] Annual Meeting under the caption "Share Ownership of Directors, Executive Officers and Principal Shareholders" and possibly elsewhere therein.
The information required by this item with respect to our [removed: equity compensation] [added: long-term incentive] plan information is found in Part II of this Annual Report on Form 10-K under the caption "Item 5.
Item 13. Certain Relationships and Related Transactions, and Director Independence
1 rewritten, 0 added, 0 removed, 1 unchanged
We will provide information that is responsive to this Item 13 in our definitive proxy statement for our [removed: 2024] [added: 2025] Annual Meeting under the captions "Corporate Governance-Board Independence," "Certain Relationships and Related [removed: Party] Transactions" and possibly elsewhere therein.
Item 14. Principal Accounting Fees and Services
1 rewritten, 0 added, 0 removed, 2 unchanged
We will provide information that is responsive to this Item 14 in our definitive proxy statement for our [removed: 2024] [added: 2025] Annual Meeting under the caption "Appointment of Independent [removed: Auditor"] [added: Auditor for U.S. Securities Law Reporting] and [added: Reelection of Statutory Auditor for Swiss Law Purposes" and] possibly elsewhere therein.
Item 15. Exhibits, Financial Statement Schedules
82 rewritten, 14 added, 4 removed, 126 unchanged
| [2.1](https://www.sec.gov/Archives/edgar/data/1144519/000110465923071337/tm2318462d3_ex2-1.htm) | | | +++ | | | Business Combination Agreement, dated as of June 13, 2023, by and among Bunge Limited, Viterra Limited and the Sellers [added: as defined and] listed therein (incorporated by reference from Bunge Limited’s Form 8-K filed on June 15, 2023) | | |
| [removed: [3.1](https://www.sec.gov/Archives/edgar/data/1996862/000110465923113123/tm2329005d3_ex3-1.htm)] [added: [10.36](https://www.sec.gov/Archives/edgar/data/1996862/000110465923113123/tm2329005d3_ex10-1.htm)] | | | [added: +] | | | [removed: Articles of Association] [added: Bunge 2009 Equity Incentive Plan, as amended and restated] (incorporated by reference from the [removed: Registrant’s] [added: Registrant's] Form 8-K12G3 filed [removed: on] November 1, 2023) | | |
| [removed: [4.2](https://www.sec.gov/Archives/edgar/data/1996862/000199686224000007/ex-42x123123.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1996862/000199686225000008/a42descriptionofregistrant.htm)] | | | * | | | Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | | |
| [removed: [10.2](https://www.sec.gov/Archives/edgar/data/1996862/000199686223000050/a10124thamendmenttoreceiva.htm)] [added: [10.4](https://www.sec.gov/Archives/edgar/data/1996862/000199686224000297/a101conformedcopyforxbunge.htm)] | | | | | | [removed: Twenty-Fourth] [added: Twenty-Seventh] Amendment to Receivables Transfer Agreement, dated December [removed: 18, 2023,] [added: 3, 2024,] among Bunge Securitization B.V., as Seller, Koninklijke Bunge B.V., as Master Servicer and Subordinated Lender, Coöperatieve Rabobank U.A., as Administrative Agent, Committed Purchaser and Purchaser Agent and on behalf of its Conduit Purchaser, Bunge Global SA, as Performance Undertaking Provider, Crédit Agricole Corporate & Investment Bank, as Sustainability Co-ordinator, and the Conduit Purchasers, Committed [removed: Purchasers, Purchaser Agents, New Canadian Originator party, New German Originators party, New Mexican Originators party] [added: Purchasers] and [removed: New Polish Originator] [added: Purchaser Agents] party thereto (incorporated by reference from the Registrant’s Form 8-K filed on December [removed: 20, 2023)] [added: 5, 2024)] | | |
| [removed: [10.3](https://www.sec.gov/Archives/edgar/data/1996862/000199686223000050/a1028thamendedandrestatedr.htm)] [added: [10.5](https://www.sec.gov/Archives/edgar/data/1996862/000199686223000050/a1028thamendedandrestatedr.htm)] | | | [added: +++] | | | Eighth Amended and Restated Receivables Transfer Agreement, dated December 18, 2023, among Bunge Securitization B.V., as Seller, Koninklijke Bunge B.V., as Master Servicer and Subordinated Lender, Crédit Agricole Corporate & Investment Bank, as Sustainability Co-ordinator, Coöperatieve Rabobank U.A., as Administrative Agent and Purchaser Agent, Bunge Global SA, as Performance Undertaking Provider, and the persons from time to time party thereto as Conduit Purchasers, Committed Purchasers and Purchaser Agents (incorporated by reference from the Registrant’s Form 8-K filed on December 20, 2023) | | |
| [removed: [10.4](https://www.sec.gov/Archives/edgar/data/1996862/000199686223000050/a103unadjustedapplicablema.htm)] [added: [10.6](https://www.sec.gov/Archives/edgar/data/1996862/000199686223000050/a103unadjustedapplicablema.htm)] | | | | | | Unadjusted Applicable Margin Letter, dated December 18, 2023, among Bunge Securitization B.V., as Seller, Bunge Global SA, as Performance Undertaking Provider, Coöperatieve Rabobank U.A., as Administrative Agent and a Purchaser Agent, and the Purchaser Agents party thereto (incorporated by reference from the Registrant’s Form 8-K filed on December 20, 2023) | | |
| [removed: [10.5](https://www.sec.gov/Archives/edgar/data/1144519/000104746917001059/a2230755zex-10_16.htm)] [added: [10.7](https://www.sec.gov/Archives/edgar/data/1144519/000104746917001059/a2230755zex-10_16.htm)] | | | | | | Amendment to and Restatement of the Servicing Agreement, dated May 26, 2016, among Bunge Securitization B.V., as Seller, Bunge North America Capital, Inc., as U.S. Intermediate Transferor, Coöperatieve Rabobank U.A., as Italian Intermediate Transferor, Koninklijke Bunge B.V., as Master Servicer, the persons named therein as Sub-Servicers, the persons named therein as Committed Purchasers, and Coöperatieve Rabobank U.A., as Administrative Agent (incorporated by reference from Bunge Limited’s Form 10-K filed on February 28, 2017) | | |
| [removed: [10.6](https://www.sec.gov/Archives/edgar/data/1144519/000114451921000006/secondamendmenttotheservic.htm)] [added: [10.8](https://www.sec.gov/Archives/edgar/data/1144519/000114451921000006/secondamendmenttotheservic.htm)] | | | | | | Second Amendment to the Servicing Agreement, dated June 30, 2016, among Bunge Securitization B.V., as Seller, Bunge North America Capital, Inc., as U.S. Intermediate Transferor, Coöperatieve Rabobank U.A., as Italian Intermediate Transferor, Koninklijke Bunge B.V., as Master Servicer, the persons named therein as Sub-Servicers, the persons named therein as Committed Purchasers, and Coöperatieve Rabobank U.A., as Administrative Agent (incorporated by reference from Bunge Limited’s Form 10-K filed on February 19, 2021) | | |
| [removed: [10.7](https://www.sec.gov/Archives/edgar/data/1144519/000114451921000006/thirdamendmenttotheservici.htm)] [added: [10.9](https://www.sec.gov/Archives/edgar/data/1144519/000114451921000006/thirdamendmenttotheservici.htm)] | | | | | | Third Amendment to the Servicing Agreement, dated February 19, 2019, among Bunge Securitization B.V., as Seller, Bunge North America Capital, Inc., as U.S. Intermediate Transferor, Coöperatieve Rabobank U.A., as Italian Intermediate Transferor, Koninklijke Bunge B.V., as Master Servicer, the persons named therein as Sub-Servicers, the persons named therein as Committed Purchasers, and Coöperatieve Rabobank U.A., as Administrative Agent (incorporated by reference from Bunge Limited’s Form 10-K filed on February 19, 2021) | | |
| [removed: [10.8](http://www.sec.gov/Archives/edgar/data/1144519/000110465912053289/a12-12379_1ex10d2.htm)] [added: [10.12](https://www.sec.gov/Archives/edgar/data/1144519/000114451921000006/firstamendmenttosubordinat.htm)] | | | | | | First Amendment to [removed: Performance and Indemnity] [added: the Subordinated Loan] Agreement, dated [removed: May 24, 2012, between] [added: August 27, 2019, among Koninklijke] Bunge [removed: Limited,] [added: B.V. (f/k/a Bunge Finance B.V.),] as [removed: Performance Undertaking Provider] [added: Subordinated Lender, Bunge Securitization B.V., as Seller, Koninklijke Bunge B.V. (f/k/a Bunge Finance B.V.) as Master Servicer,] and Coöperatieve Rabobank U.A. (f/k/a Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.), as Administrative Agent (incorporated by reference from Bunge Limited’s Form [removed: 10-Q] [added: 10-K] filed on [removed: August 1, 2012)] [added: February 19, 2021)] | | |
| [removed: [10.9](https://www.sec.gov/Archives/edgar/data/1144519/000114451923000163/a1012firstamendedandrestat.htm)] [added: [10.10](https://www.sec.gov/Archives/edgar/data/1144519/000114451923000163/a1012firstamendedandrestat.htm)] | | | | | | Amended and Restated Performance and Indemnity Agreement, dated June 21, 2023, by and among Bunge Limited and Bunge Global SA, as Performance Undertaking Provider and Coöperatieve Rabobank U.A., as Administrative Agent to the Receivables Transfer Agreement dated June 1, 2011, as amended (incorporated by reference from Bunge Limited’s Form 8-K filed on June 26, 2023) | | |
| [removed: [10.10](http://www.sec.gov/Archives/edgar/data/1144519/000110465911045140/a11-13908_1ex10d6.htm)] [added: [10.11](https://www.sec.gov/Archives/edgar/data/1144519/000110465911045140/a11-13908_1ex10d6.htm)] | | | | | | Subordinated Loan Agreement, dated June 1, 2011, among Koninklijke Bunge B.V. (f/k/a Bunge Finance B.V.), as Subordinated Lender, Bunge Securitization B.V., as Seller, Koninklijke Bunge B.V. (f/k/a Bunge Finance B.V.), as Master Servicer, and Coöperatieve Rabobank U.A. (f/k/a Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.), as Administrative Agent (incorporated by reference from Bunge Limited’s Form 10-Q filed on August 9, 2011) | | |
| [removed: [10.11](https://www.sec.gov/Archives/edgar/data/1144519/000114451921000006/firstamendmenttosubordinat.htm)] [added: [10.17](https://www.sec.gov/Archives/edgar/data/1144519/000110465912053289/a12-12379_1ex10d4.htm)] | | | | | | First Amendment to [removed: the Subordinated Loan] [added: U.S. Intermediate Transfer] Agreement, dated [removed: August 27, 2019,] [added: June 15, 2012,] among [removed: Koninklijke] Bunge [removed: B.V. (f/k/a] [added: North America Capital, Inc., as the Transferor,] Bunge Finance [removed: B.V.),] [added: B.V.,] as [removed: Subordinated Lender,] [added: Transferor Agent, and] Bunge Securitization B.V., as [removed: Seller, Koninklijke Bunge B.V. (f/k/a Bunge Finance B.V.) as Master Servicer, and Coöperatieve Rabobank U.A. (f/k/a Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.), as Administrative Agent] [added: the Transferee] (incorporated by reference from Bunge Limited’s Form [removed: 10-K] [added: 10-Q] filed on [removed: February 19, 2021)] [added: August 1, 2012)] | | |
| [removed: [10.12](http://www.sec.gov/Archives/edgar/data/1144519/000110465911045140/a11-13908_1ex10d7.htm)] [added: [10.13](https://www.sec.gov/Archives/edgar/data/1144519/000110465911045140/a11-13908_1ex10d7.htm)] | | | ++ | | | U.S. Receivables Purchase Agreement, dated June 1, 2011, among Bunge North America, Inc., Bunge Oils, Inc., Bunge North America (East), LLC, Bunge Milling, Inc., Bunge North America (OPD West), Inc., each as a Seller, respectively, Bunge Finance B.V., as Seller Agent, and Bunge North America Capital, Inc., as the Buyer (incorporated by reference from Bunge Limited’s Form 10-Q filed on August 9, 2011) | | |
| [removed: [10.13](http://www.sec.gov/Archives/edgar/data/1144519/000110465912053289/a12-12379_1ex10d3.htm)] [added: [10.14](https://www.sec.gov/Archives/edgar/data/1144519/000110465912053289/a12-12379_1ex10d3.htm)] | | | | | | First Amendment to U.S. Receivables Purchase Agreement, dated June 15, 2012, among Bunge North America, Inc., Bunge Oils, Inc., Bunge North America (East), LLC, Bunge Milling, Inc., Bunge North America (OPD West), Inc., each as a Seller, respectively, Bunge Finance B.V., as Seller Agent, and Bunge North America Capital, Inc., as the Buyer (incorporated by reference from Bunge Limited’s Form 10-Q filed on August 1, 2012) | | |
| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/1144519/000104746917001059/a2230755zex-10_22.htm)] [added: [10.15](https://www.sec.gov/Archives/edgar/data/1144519/000104746917001059/a2230755zex-10_22.htm)] | | | | | | Second Amendment to the U.S. Receivables Purchase Agreement, dated June 30, 2016, among Bunge North America, Inc., Bunge Oils, Inc., Bunge North America (East), LLC, Bunge Milling, Inc., Bunge North America (OPD West), Inc., each as a Seller, respectively, Koninklijke Bunge B.V., as Seller Agent, Bunge North America Capital, Inc., as the Buyer, and Coöperatieve Rabobank U.A., as Administrative Agent (incorporated by reference from Bunge Limited’s Form 10-K filed on February 28, 2017) | | |
| [removed: [10.15](http://www.sec.gov/Archives/edgar/data/1144519/000110465911045140/a11-13908_1ex10d8.htm)] [added: [10.16](https://www.sec.gov/Archives/edgar/data/1144519/000110465911045140/a11-13908_1ex10d8.htm)] | | | ++ | | | U.S. Intermediate Transfer Agreement, dated June 1, 2011, among Bunge North America Capital, Inc., as the Transferor, Bunge Finance B.V., as the Transferor Agent, and Bunge Securitization B.V., as the Transferee (incorporated by reference from Bunge Limited’s Form 10-Q filed on August 9, 2011) | | |
| [removed: [10.17](https://www.sec.gov/Archives/edgar/data/1144519/000114451921000006/fiftharpre-exportfinancing.htm)] [added: [10.18](https://www.sec.gov/Archives/edgar/data/1144519/000114451921000006/fiftharpre-exportfinancing.htm)] | | | | | | Fifth Amended and Restated Pre-Export Financing Agreement, dated November 6, 2020, among the Pre-Export Borrowers party thereto, the Pre-Export Lenders party thereto, Sumitomo Mitsui Banking Corporation, as Pre-Export Administrative Agent, and Banco Rabobank International Brasil S.A., as Pre-Export Collateral Agent (incorporated by reference from Bunge Limited’s Form 10-K filed on February 19, 2021) | | |
| [removed: [10.18](https://www.sec.gov/Archives/edgar/data/1144519/000094787121000779/ss373914_ex1006.htm)] [added: [10.19](https://www.sec.gov/Archives/edgar/data/1144519/000094787121000779/ss373914_ex1006.htm)] | | | | | | Tenth Amended and Restated Guaranty, dated as of July 16, 2021, by Bunge Limited, as Guarantor, to Coöperatieve Rabobank U.A., New York Branch, in its capacity as Letter of Credit Agent, and the Letter of Credit Banks named therein, JPMorgan Chase Bank, N.A., as Administrative Agent under the Liquidity Agreement, and The Bank of New York Mellon, as Collateral Agent under the Security Agreement and Trustee under the Pooling Agreement (incorporated by reference from Bunge Limited’s Form 8-K filed on July 19, 2021) | | |
| [removed: [10.19](https://www.sec.gov/Archives/edgar/data/1144519/000114451923000166/a101creditagreementdatedju.htm)] [added: [10.20](https://www.sec.gov/Archives/edgar/data/1144519/000114451923000166/a101creditagreementdatedju.htm)] | | | | | | Credit Agreement, dated as of July 7, 2023, by and among Bunge Limited Finance Corp., as Borrower, CoBank, ACB, as Administrative Agent and Lead Arranger, and the several lenders from time to time parties thereto (incorporated by reference from Bunge Limited’s Form 8-K filed on July 11, 2023) | | |
| [removed: [10.20](https://www.sec.gov/Archives/edgar/data/1144519/000114451923000166/a102guarantydatedjuly72023.htm)] [added: [10.21](https://www.sec.gov/Archives/edgar/data/1144519/000114451923000166/a102guarantydatedjuly72023.htm)] | | | | | | Guaranty, dated as of July 7, 2023, by Bunge Limited and Bunge Global SA, as Guarantor, to CoBank, ACB, as Administrative Agent under the Credit Agreement incorporated as Exhibit [removed: 10.42] [added: 10.20] hereto (incorporated by reference from Bunge Limited’s Form 8-K filed July 11, 2023) | | |
| [removed: [10.21](https://www.sec.gov/Archives/edgar/data/1144519/000114451923000163/a101firstamendedandrestate.htm)] [added: [10.30](https://www.sec.gov/Archives/edgar/data/1144519/000114451923000163/a107firstamendedandrestate.htm)] | | | | | | First Amended and Restated [removed: Revolving Credit] [added: Term Loan] Agreement, dated as of June 21, 2023, by and among Bunge Limited Finance Corp., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, [removed: Citibank,] [added: Sumitomo Mitsui Banking Corporation, Bank of America,] N.A., [removed: as Syndication Agent,] BNP Paribas, [added: Citibank, N.A.,] Coöperatieve Rabobank U.A., New York Branch, [added: ING Bank N.V., JPMorgan Chase Bank, N.A.,] Mizuho Bank, Ltd., [removed: Sumitomo Mitsui Banking Corporation and] [added: PNC Bank, National Association, Royal Bank of Canada, The Toronto-Dominion Bank, New York Branch, Truist Bank,] U.S. Bank National [added: Association and Wells Fargo Bank, National] Association, as [removed: Co-Documentation] [added: Syndication] Agents, and the several lenders from time to time parties thereto (incorporated by reference from Bunge Limited’s Form 8-K filed on June 26, 2023) | | |
| [removed: [10.22](https://www.sec.gov/Archives/edgar/data/1144519/000114451923000163/a102firstamendedandrestate.htm)] [added: [10.31](https://www.sec.gov/Archives/edgar/data/1144519/000114451923000163/a108firstamendedandrestate.htm)] | | | | | | First Amended and Restated Guaranty, dated as of June 21, 2023, by Bunge Limited and Bunge Global SA, as Guarantor, to JPMorgan Chase Bank, N.A., as Administrative Agent [removed: under] [added: to] the First Amended and Restated [removed: Revolving Credit] [added: Term Loan] Agreement incorporated as Exhibit [removed: 10.44] [added: 10.30] hereto (incorporated by reference from Bunge Limited’s Form 8-K filed on June 26, 2023) | | |
| [removed: [10.23](https://www.sec.gov/Archives/edgar/data/1144519/000114451923000163/a109secondamendmentagreeme.htm)] [added: [10.24](https://www.sec.gov/Archives/edgar/data/1144519/000114451923000163/a109secondamendmentagreeme.htm)] | | | +++ | | | Second Amendment Agreement to Facility Agreement, dated as of June 21, 2023, by and among Bunge Finance Europe B.V., as Borrower, BNP Paribas, Crédit Agricole Corporate and Investment Bank, ING Bank N.V., Natixis and SMBC Bank International Plc as Arrangers, BNP Paribas, as Sustainability Co-ordinator, Natixis, as Lead Sustainability Co-ordinator, and Crédit Agricole Corporate and Investment Bank, as Agent, and certain lenders party thereto (incorporated by reference from Bunge Limited’s Form 8-K filed on June 26, 2023) | | |
| [removed: [10.24](https://www.sec.gov/Archives/edgar/data/1144519/000114451923000163/a1010firstamendedandrestat.htm)] [added: [10.25](https://www.sec.gov/Archives/edgar/data/1144519/000114451923000163/a1010firstamendedandrestat.htm)] | | | | | | First Amended and Restated Guaranty, dated as of June 21, 2023, by Bunge Limited, as Guarantor, to Crédit Agricole Corporate and Investment Bank, as Administrative Agent to the Facility Agreement incorporated as Exhibit [removed: 10.46] [added: 10.24] hereto (incorporated by reference from Bunge Limited’s Form 8-K filed on June 26, 2023) | | |
| [removed: [10.25](https://www.sec.gov/Archives/edgar/data/1144519/000114451923000163/a101711billion2024creditag.htm)] [added: [10.26](https://www.sec.gov/Archives/edgar/data/1996862/000110465924047771/tm2411681d1_ex10-1.htm)] | | | | | | [added: First Amended and Restated] Revolving Credit Agreement, dated [removed: June 21, 2023,] [added: as of April 12, 2024,] by and among Bunge Limited Finance Corp., as Borrower, Coöperatieve Rabobank U.A., New York Branch, as Administrative Agent, Sumitomo Mitsui Banking Corporation, as Syndication Agent, BNP Paribas, Citibank, N.A., Natixis, New York Branch and U.S. Bank National Association, as Co-Documentation Agents, and the several lenders from time to time parties thereto (incorporated by reference from [removed: Bunge Limited’s] [added: the Registrant’s] Form 8-K filed on [removed: June 26, 2023)] [added: April 16, 2024)] | | |
| [removed: [10.26](https://www.sec.gov/Archives/edgar/data/1144519/000114451923000163/a101811billion2024creditag.htm)] [added: [10.27](https://www.sec.gov/Archives/edgar/data/1996862/000110465924047771/tm2411681d1_ex10-2.htm)] | | | | | | [added: First Amended and Restated] Guaranty, dated as of [removed: June 21, 2023,] [added: April 12, 2024,] by Bunge [removed: Limited and Bunge] Global SA, as Guarantor, to Coöperatieve Rabobank U.A., New York Branch, as Administrative Agent under the [added: First Amended and Restated] Revolving Credit Agreement incorporated as Exhibit [removed: 10.48] [added: 10.26] hereto (incorporated by reference from [removed: Bunge Limited’s] [added: the Registrant’s] Form 8-K [added: Form 8-K] filed on [removed: June 26, 2023)] [added: April 16, 2024)] | | |
| [removed: [10.27](https://www.sec.gov/Archives/edgar/data/1144519/000114451923000163/a105secondamendmenttoterml.htm)] [added: [10.28](https://www.sec.gov/Archives/edgar/data/1144519/000114451923000163/a105secondamendmenttoterml.htm)] | | | | | | Second Amendment to Term Loan Agreement, dated as of June 21, 2023, by and among Bunge Limited Finance Corp., as Borrower, Sumitomo Mitsui Banking Corporation, as Administrative Agent, and the several lenders from time to time parties thereto (incorporated by reference from Bunge Limited’s Form 8-K filed on June 26, 2023) | | |
| [removed: [10.28](https://www.sec.gov/Archives/edgar/data/1144519/000114451923000163/a106secondamendedandrestat.htm)] [added: [10.29](https://www.sec.gov/Archives/edgar/data/1144519/000114451923000163/a106secondamendedandrestat.htm)] | | | | | | Second Amended and Restated Guaranty, dated as of June 21, 2023, by Bunge Limited and Bunge Global SA, as Guarantor, to Sumitomo Mitsui Banking Corporation, as Administrative Agent under the Term Loan Agreement incorporated as Exhibit [removed: 10.50] [added: 10.28] hereto (incorporated by reference from Bunge Limited’s Form 8-K filed on June 26, 2023) | | |
| [removed: [10.29](https://www.sec.gov/Archives/edgar/data/1144519/000114451923000163/a107firstamendedandrestate.htm)] [added: [10.22](https://www.sec.gov/Archives/edgar/data/1996862/000199686224000049/a101-blfcxjpmxrevolvingcre.htm)] | | | | | | [removed: First Amended and Restated Term Loan] [added: Revolving Credit] Agreement, dated as of [removed: June 21, 2023, by and] [added: March 1, 2024,] among Bunge Limited Finance Corp., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, Sumitomo Mitsui Banking Corporation, [added: as Syndication Agent, Banco Bilbao Vizcaya Argentaria, S.A. New York Branch,] Bank of America, N.A., [added: Bank of Montreal,] BNP Paribas, Citibank, N.A., Coöperatieve Rabobank U.A., New York Branch, [added: Crédit Agricole Corporate and Investment Bank, Deutsche Bank Securities Inc.,] ING Bank N.V., [removed: JPMorgan Chase Bank, N.A.,] Mizuho Bank, [removed: Ltd., PNC Bank, National Association, Royal Bank of Canada, The Toronto-Dominion Bank, New York Branch, Truist Bank, U.S. Bank National Association] [added: Ltd.] and Wells Fargo Bank, [removed: National Association,] [added: N.A.,] as [removed: Syndication] [added: Documentation] Agents, and the several lenders from time to time parties thereto (incorporated by reference from [removed: Bunge Limited’s] [added: the Registrant’s] Form 8-K filed on [removed: June 26, 2023)] [added: March 6, 2024)] | | |
| [removed: [10.30](https://www.sec.gov/Archives/edgar/data/1144519/000114451923000163/a108firstamendedandrestate.htm)] [added: [10.23](https://www.sec.gov/Archives/edgar/data/1996862/000199686224000049/a102-blfcxjpmguarantydated.htm)] | | | | | | [removed: First Amended and Restated] Guaranty, dated as of [removed: June 21, 2023,] [added: March 1, 2024,] by Bunge [removed: Limited and Bunge] Global [removed: SA, as Guarantor,] [added: SA] to JPMorgan Chase Bank, N.A., [added: in its capacity] as Administrative Agent [removed: to] [added: under] the [removed: First Amended and Restated Term Loan] [added: Revolving Credit] Agreement incorporated as Exhibit [removed: 10.52] [added: 10.22] hereto (incorporated by reference from [removed: Bunge Limited’s] [added: the Registrant’s] Form 8-K filed on [removed: June 26, 2023)] [added: March 6, 2024)] | | |
| [removed: [10.31](https://www.sec.gov/Archives/edgar/data/1144519/000114451923000223/a101facilityagreementdated.htm)] [added: [10.32](https://www.sec.gov/Archives/edgar/data/1996862/000199686224000049/a105-bfeeuropeanrevolvingc.htm)] | | | +++ | | | [added: First Amended and Restated] Facility Agreement, dated as of [removed: October 6, 2023,] [added: March 1, 2024,] by and among Bunge Finance Europe B.V., as Borrower, BNP Paribas, Crédit Agricole Corporate and Investment Bank, ING Bank N.V., Natixis and SMBC Bank International Plc as Arrangers, Natixis and BNP Paribas, as Sustainability Co-ordinators, and Crédit Agricole Corporate and Investment Bank, as Agent, and certain lenders party thereto (incorporated by reference from [removed: Bunge Limited’s] [added: the Registrant’s] Form 8-K filed [removed: on October 13, 2023)] [added: March 6, 2024)] | | |
| [removed: [10.32](https://www.sec.gov/Archives/edgar/data/1144519/000114451923000223/a102guarantydatedoctober62.htm)] [added: [10.35](https://www.sec.gov/Archives/edgar/data/1996862/000199686224000049/a106-bfeguarantydatedmarch.htm)] | | | | | | [added: First Amended and Restated] Guaranty, dated as of [removed: October 6, 2023,] [added: March 1, 2024,] by Bunge [removed: Limited, as Guarantor,] [added: Global SA] to Crédit Agricole Corporate and Investment Bank, as the facility agent to the [added: First Amended and Restated] Facility Agreement incorporated as Exhibit [removed: 10.54] [added: 10.32] hereto (incorporated by reference from [removed: Bunge Limited’s] [added: the Registrant’s] Form 8-K filed [removed: on October 13, 2023)] [added: March 6, 2024)] | | |
| [removed: [10.33](https://www.sec.gov/Archives/edgar/data/1996862/000110465923113123/tm2329005d3_ex10-1.htm)] [added: [10.38](https://www.sec.gov/Archives/edgar/data/1996862/000110465923113123/tm2329005d3_ex10-2.htm)] | | | + | | | Bunge [removed: 2009] [added: 2016] Equity Incentive Plan, as amended and restated (incorporated by reference from the [removed: Registrant's] [added: Registrant’s] Form 8-K12G3 filed November 1, 2023) | | |
| [removed: [10.34](http://www.sec.gov/Archives/edgar/data/1144519/000104746911001636/a2202154zex-10_20.htm)] [added: [10.37](https://www.sec.gov/Archives/edgar/data/1144519/000104746911001636/a2202154zex-10_20.htm)] | | | + | | | Form of Nonqualified Stock Option Award Agreement under the Bunge 2009 Equity Incentive Plan (incorporated by reference from Bunge Limited’s Form 10-K filed March 1, 2011) | | |
| [removed: [10.35](https://www.sec.gov/Archives/edgar/data/1996862/000110465923113123/tm2329005d3_ex10-2.htm)] [added: [10.45](https://www.sec.gov/Archives/edgar/data/1996862/000110465923113123/tm2329005d3_ex10-3.htm)] | | | + | | | Bunge [removed: 2016] [added: 2017 Non-Employee Directors] Equity Incentive Plan, as amended and restated (incorporated by reference from the Registrant’s Form 8-K12G3 filed November 1, 2023) | | |
| [removed: [10.36](http://www.sec.gov/Archives/edgar/data/1144519/000104746917001059/a2230755zex-10_32.htm)] [added: [10.39](https://www.sec.gov/Archives/edgar/data/1144519/000104746917001059/a2230755zex-10_32.htm)] | | | + | | | Form of Global Stock Option Agreement under the Bunge 2016 Equity Incentive Plan (incorporated by reference from Bunge Limited’s Form 10-K filed February 28, 2017) | | |
| [removed: [10.37](https://www.sec.gov/Archives/edgar/data/1996862/000199686224000007/ex-1037bggsaxbungeglobalrs.htm)] [added: [1](https://www.sec.gov/Archives/edgar/data/1996862/000199686224000007/ex-1037bggsaxbungeglobalrs.htm)[0.40](https://www.sec.gov/Archives/edgar/data/1996862/000199686224000007/ex-1037bggsaxbungeglobalrs.htm)] | | | [removed: *+] [added: +] | | | Form of Global Restricted Stock Unit Agreement under the Bunge 2016 Equity Incentive Plan [added: (incorporated by reference from the Registrant’s Form 10-K filed February 22, 2024)] | | |
| [removed: [10.38](https://www.sec.gov/Archives/edgar/data/1996862/000199686224000007/ex-1038bggsaxbungeglobalpe.htm)] [added: [10.41](https://www.sec.gov/Archives/edgar/data/1996862/000199686224000007/ex-1038bggsaxbungeglobalpe.htm)] | | | [removed: *+] [added: +] | | | Form of Global Performance Unit Agreement under the Bunge 2016 Equity Incentive Plan [added: (incorporated by reference from the Registrant’s Form 10-K filed February 22, 2024)] | | |
| [removed: [10.39](https://www.sec.gov/Archives/edgar/data/1996862/000110465923113123/tm2329005d3_ex10-3.htm)] [added: [10.46](https://www.sec.gov/Archives/edgar/data/1996862/000199686224000007/ex-1040bggsaxbungenedrsuag.htm)] | | | + | | | [added: Form of Restricted Stock Unit Award Agreement under the] Bunge 2017 Non-Employee Directors Equity Incentive [removed: Plan, as amended and restated] [added: Plan] (incorporated by reference from the Registrant’s Form [removed: 8-K12G3] [added: 10-K] filed [removed: November 1, 2023)] [added: February 22, 2024)] | | |
| [2.3](https://www.sec.gov/Archives/edgar/data/1996862/000199686224000094/ex22bloom-bcaamendment.htm) | | | +++ | | | Amendment, dated April 10, 2024, to the Business Combination Agreement dates as of June 13, 2023, by and among Bunge Limited, Viterra Limited and the Sellers as defined and listed therein (incorporated by reference from the Registrant's Form 10-Q filed April 24, 2024) | | |
| [10.2](https://www.sec.gov/Archives/edgar/data/1996862/000199686224000194/a101bungesecuritization-tw.htm) | | | | | | Twenty-Fifth Amendment to Receivables Transfer Agreement, dated May 21, 2024, among Bunge Securitization B.V., as Seller, Koninklijke Bunge B.V., as Master Servicer and Subordinated Lender, Coöperatieve Rabobank U.A., as Administrative Agent, Committed Purchaser and Purchaser Agent and on behalf of its Conduit Purchaser, Bunge Global SA, as Performance Undertaking Provider, Crédit Agricole Corporate & Investment Bank, as Sustainability Co-ordinator, and the Conduit Purchasers, Committed Purchasers and Purchaser Agents party thereto (incorporated by reference from the Registrant’s Form 10-Q filed on August 1, 2024) | | |
| [10.3](https://www.sec.gov/Archives/edgar/data/1996862/000199686224000259/a101bungesecuritization-tw.htm) | | | | | | Twenty-Sixth Amendment to Receivables Transfer Agreement, dated September 30, 2024, among Bunge Securitization B.V., as Seller, Koninklijke Bunge B.V., as Master Servicer and Subordinated Lender, Coöperatieve Rabobank U.A., as Administrative Agent, Committed Purchaser and Purchaser Agent and on behalf of its Conduit Purchaser, Bunge Global SA, as Performance Undertaking Provider, Crédit Agricole Corporate & Investment Bank, as Sustainability Co-ordinator, Bunge Agribusiness Iberica, S.L.U., as New Spanish Originator, and the Conduit Purchasers, Committed Purchasers and Purchaser Agents party thereto (incorporated by reference from the Registrant’s Form 10-Q filed on October 30, 2024) | | |
| [10.33](https://www.sec.gov/Archives/edgar/data/1996862/000199686224000049/a103-accordionincreasecert.htm) | | | | | | Accordion Increase Certificate, dated as of March 1, 2024, under the First Amended and Restated Facility Agreement incorporated as Exhibit 10.32 hereto (incorporated by reference from the Registrant’s Form 8-K filed on March 6, 2024) | | |
| [10.34](https://www.sec.gov/Archives/edgar/data/1996862/000199686224000049/a104-bfefirstamendmentdate.htm) | | | | | | First Amendment and Waiver Agreement, dated as of March 1, 2024, under the First Amended and Restated Facility Agreement incorporated as Exhibit 10.32 hereto (incorporated by reference from the Registrant’s Form 8-K filed March 6, 2024) | | |
| [10.44](https://www.sec.gov/Archives/edgar/data/1996862/000199686225000008/a1044formofglobalperforman.htm) | | | *+ | | | Form of Global Performance Unit Agreement under the Bunge 2024 Long-Term Incentive Plan | | |
| [19.1](https://www.sec.gov/Archives/edgar/data/1996862/000199686225000008/ex-191bgsainsidertradingpo.htm) | | | * | | | Insider Trading Policy | | |
| | | | | | | | | |
| | | | | | | | | |
| Exhibit Number | | | | | | Description | | |
(d)Includes allowances for secured advances to suppliers for current and non-current secured advances.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
February 20, 2025
| [10.16](http://www.sec.gov/Archives/edgar/data/1144519/000110465912053289/a12-12379_1ex10d4.htm) | | | | | | First Amendment to U.S. Intermediate Transfer Agreement, dated June 15, 2012, among Bunge North America Capital, Inc., as the Transferor, Bunge Finance B.V., as Transferor Agent, and Bunge Securitization B.V., as the Transferee (incorporated by reference from Bunge Limited’s Form 10-Q filed on August 1, 2012) | | |
| [10.51](https://www.sec.gov/Archives/edgar/data/1996862/000110465923113233/tm2329099d7_ex99-3.htm) | | | | | | Bunge Retirement Savings Plan, as amended (incorporated by reference from the Registrant’s Form S-8 POS filed November 1, 2023) | | |
- We evaluated the competence, capabilities, and objectivity of our specialists used to estimate the fair value of RMI and physically settled forward purchase and sale contracts.
February 22, 2024
An excerpt. Shown here: 40 of 82 rewritten, all 14 added and all 4 removed. The counts are complete. For every sentence, read Item 15. Exhibits, Financial Statement Schedules in the FY2024 filing and the FY2023 filing.