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COMMITMENTS AND CONTINGENCIES
12 Months Ended
Dec. 31, 2016
COMMITMENTS AND CONTINGENCIES  
COMMITMENTS AND CONTINGENCIES

20. COMMITMENTS AND CONTINGENCIES

        Bunge is party to a large number of claims and lawsuits, primarily non-income tax and labor claims in Brazil and non-income tax claims in Argentina, arising in the normal course of business. The ability to predict the ultimate outcome of such matters involves judgments, estimates and inherent uncertainties. Bunge records liabilities related to its general claims and lawsuits when the exposure item becomes probable and can be reasonably estimated. Bunge management does not expect these matters to have a material adverse effect on Bunge's financial condition, results of operations or liquidity. However, these matters are subject to inherent uncertainties and there exists the remote possibility of an adverse impact on Bunge's position in the period the uncertainties are resolved whereby the settlement of the identified contingencies could exceed the amount of provisions included in the consolidated balance sheets. Included in other non-current liabilities at December 31, 2016 and 2015 are the following amounts related to these matters:

                                                                                                                                                                                    

(US$ in millions)

 

December 31,
2016

 

December 31,
2015

 

Non-income tax claims

 

$

170 

 

$

163 

 

Labor claims

 

 

82 

 

 

75 

 

Civil and other claims

 

 

98 

 

 

78 

 

​  

​  

​  

​  

Total

 

$

350 

 

$

316 

 

​  

​  

​  

​  

​  

​  

​  

​  

        Non-income Tax claims—These tax claims relate principally to claims against Bunge's Brazilian subsidiaries, primarily value added tax claims (ICMS, IPI, PIS/COFINS). The determination of the manner in which various Brazilian federal, state and municipal taxes apply to the operations of Bunge is subject to varying interpretations arising from the complex nature of Brazilian tax law. In addition to the matter discussed below, Bunge monitors other potential claims in Brazil regarding these value-added taxes. In particular, Bunge monitors the Brazilian federal and state governments' responses to recent Brazilian Supreme Court decisions invalidating on constitutional grounds certain ICMS incentives and benefits granted by various states. While Bunge was not a recipient of any of the incentives and benefits that were the subject of these Supreme Court decisions, it has received other similar tax incentives and benefits, which are being challenged before the Supreme Court. Bunge has not received any tax assessment from the states that granted these incentives or benefits related to their validity and, based on the Company's evaluation of this matter as required by U.S. GAAP, no liability has been recorded in the consolidated financial statements.

        On February 13, 2015, Brazil's Supreme Federal Court ruled in a leading case that certain state ICMS tax credits for staple foods (including soy oil, margarine, mayonnaise and wheat flours) are unconstitutional. Bunge, like other companies in the Brazilian food industry, is involved in several administrative and judicial disputes with Brazilian states regarding these tax credits. While the leading case does not involve Bunge and each case is unique in facts and circumstances and applicable state law, the ruling has general precedent authority on lower court cases. Based on management's review of the ruling (without considering the future success of any potential clarification or modulation of the ruling) and its general application to Bunge's pending cases, management recorded a liability of 468 million Brazilian reais (approximately $144 million and $120 million as of December 31, 2016 and 2015, respectively), plus applicable interest. During the fourth quarter of 2016, Bunge settled a portion of its outstanding liabilities in amnesty programs in certain Brazilian states. As of December 31, 2016, the accrued liability was 418 million Brazilian reais (approximately $128 million), plus applicable interest.

        As of December 31, 2016, the Brazilian state authorities have concluded examinations of the ICMS tax returns from 1990 to the present and have issued approximately 1,300 assessments totaling approximately 797 million Brazilian reais (approximately $245 million as of December 31, 2016), plus applicable interest and penalties on the outstanding amount. As of December 31, 2015, the claims were approximately 740 million Brazilian reais (approximately $228 million), plus applicable interest and penalties on the outstanding amount. Management intends to continue to vigorously defend against its pending state cases. Management, in consultation with external legal advisors, has established appropriate reserves for potential exposures.

        As of December 31, 2016 the Brazilian authorities have concluded examinations of the PIS COFINS tax returns and issued assessments relating to years 2004 through the first quarter of 2011. As of December 31, 2016, the cumulative claims for 2004 through 2011 were approximately 510 million Brazilian reais (approximately $156 million), plus applicable interest and penalties on the outstanding amount. As of December 31, 2015, the claims for 2004 through 2010 were approximately 500 million Brazilian reais (approximately $154 million as of December 31, 2016), plus applicable interest and penalties on the outstanding amount. Management, in consultation with external legal advisors, has established appropriate reserves for potential exposures.

        Since 2010, the Argentine tax authorities have been conducting a review of income and other taxes paid by exporters and processors of cereals and other agricultural commodities in the country. In that regard, the Company has been subject to a number of assessments, proceedings and claims related to its activities. In 2011, Bunge's subsidiary in Argentina paid $112 million of accrued export tax obligations under protest and preserved its rights with respect to such payment. In 2012, the Argentine tax authorities further assessed interest on these payments, which as of December 31, 2016, totaled approximately $234 million. In 2012, the Argentine government suspended Bunge's Argentine subsidiary from a registry of grain traders. While the suspension has not had a material adverse effect on Bunge's business in Argentina, these actions have resulted in additional administrative requirements and increased logistical costs on domestic grain shipments within Argentina. Bunge is challenging these actions in the Argentine courts.

        Labor claims—The labor claims are principally claims against Bunge's Brazilian subsidiaries. The labor claims primarily relate to dismissals, severance, health and safety, salary adjustments and supplementary retirement benefits.

        Civil and other claims—The civil and other claims relate to various disputes with third parties, including suppliers and customers.

        During the first quarter of 2016, Bunge received a notice from the Brazilian Administrative Council for Economic Defense initiating an administrative proceeding against its Brazilian subsidiary and two of its employees, certain of its former employees, several other companies in the Brazilian wheat milling industry and others for alleged anticompetitive activities in the north and northeast of Brazil. Bunge is defending against this action; however, the proceedings are at an early stage and Bunge cannot, at this time, reasonably predict the ultimate outcome of the proceedings or sanctions, if any, which may be imposed.

        Guarantees—Bunge has issued or was a party to the following guarantees at December 31, 2016:

                                                                                                                                                                                    

(US$ in millions)

 

Maximum
Potential
Future
Payments

 

Unconsolidated affiliates guarantee(1)(2)

 

$

99 

 

Residual value guarantee(3)

 

 

222 

 

​  

​  

Total

 

$

321 

 

​  

​  

​  

​  


 

 

(1)          

Bunge issued guarantees to certain financial institutions related to debt of certain of its unconsolidated joint ventures. The terms of the guarantees are equal to the terms of the related financings which have maturity dates in 2017 through 2022. There are no recourse provisions or collateral that would enable Bunge to recover any amounts paid under these guarantees. At December 31, 2016, Bunge recorded no obligation related to these guarantees.

(2)          

Bunge issued guarantees to certain third parties related to performance of its unconsolidated joint ventures. There are no recourse provisions or collateral that would enable Bunge to recover any amounts paid under these guarantees. At December 31, 2016, Bunge recorded no obligation related to these guarantees.

(3)          

Bunge issued guarantees to certain financial institutions which are party to certain operating lease arrangements for railcars and barges. These guarantees provide for a minimum residual value to be received by the lessor at conclusion of the lease term. These leases expire at various dates from 2018 through 2021. At December 31, 2016, Bunge's recorded obligation related to these guarantees was $4 million.

        Bunge Limited has provided a Guaranty to the Director of the Illinois Department of Agriculture as Trustee for Bunge North America, Inc. ("BNA"), an indirect wholly-owned subsidiary, which guarantees all amounts due and owing by BNA, to grain producers and/or depositors in the State of Illinois who have delivered commodities to BNA's Illinois facilities.

        In addition, Bunge Limited has provided full and unconditional parent level guarantees of the outstanding indebtedness under certain credit facilities entered into and senior notes issued by, its subsidiaries. At December 31, 2016, Bunge's consolidated balance sheet includes debt with a carrying amount of $4,035 million related to these guarantees. This debt includes the senior notes issued by three of Bunge's 100% owned finance subsidiaries, Bunge Limited Finance Corp., Bunge Finance Europe B.V. and Bunge N.A. Finance L.P. There are largely no restrictions on the ability of Bunge Limited Finance Corp., Bunge Finance Europe B.V. and Bunge N.A. Finance L.P. or any other Bunge subsidiary to transfer funds to Bunge Limited.

        Freight Supply Agreements—In the ordinary course of business, Bunge enters into time charter agreements for the use of ocean freight vessels and freight service on railroad lines for the purpose of transporting agricultural commodities. In addition, Bunge sells the right to use these ocean freight vessels when excess freight capacity is available. These agreements generally range from two months to approximately seven years, in the case of ocean freight vessels, depending on market conditions, and five to nine years in the case of railroad services. Future minimum payment obligations due under these agreements are as follows:

                                                                                                                                                                                    

(US$ in millions)

 

Ocean
Freight
Vessels

 

Railroad
Services

 

Minimum
Payment
Obligations

 

2017

 

$

114 

 

$

43 

 

$

157 

 

2018 and 2019

 

 

112 

 

 

68 

 

 

180 

 

2020 and 2021

 

 

91 

 

 

68 

 

 

159 

 

2022 and thereafter

 

 

53 

 

 

102 

 

 

155 

 

​  

​  

​  

​  

​  

​  

Total

 

$

370 

 

$

281 

 

$

651 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

        Actual amounts paid under these contracts may differ due to the variable components of these agreements and the amount of income earned on the sales of excess capacity. The agreements for the freight service on railroad lines require a minimum monthly payment regardless of the actual level of freight services used by Bunge. The costs of Bunge's freight supply agreements are typically passed through to the customers as a component of the prices charged for its products.

        Also in the ordinary course of business, Bunge enters into relet agreements related to ocean freight vessels. Such relet agreements are similar to sub-leases. Bunge received approximately $60 million during the year ended December 31, 2016 and expects to receive payments of approximately $10 million in 2017 under such relet agreements.

        Commitments—At December 31, 2016, Bunge had approximately $16 million of purchase commitments related to its inventories, $109 million of power supply contracts and $72 million of contractual commitments related to construction in progress.