bg-20220630

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-16625

BUNGE LIMITED

(Exact name of registrant as specified in its charter)


Bermuda						98-0231912
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1391 Timberlake Manor Parkway
Chesterfield
Missouri						63017
(Address of principal executive offices)						(Zip Code)

(314) 292-2000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, $0.01 par value per share

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No ý

As of July 22, 2022, the number of common shares outstanding of the registrant was:

Common shares, par value $.01 per share:151,898,168

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BUNGE LIMITED

TABLE OF CONTENTS


		Page
PART I — FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Statements of Income for the Three and Six Months Ended June 3 0 , 2022 and 2021	3

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 3 0 , 2022 and 2021	4

	Condensed Consolidated Balance Sheets as of June 3 0 , 2022 and December 31, 2021	5

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 3 0 , 2022 and 2021	6

	Condensed Consolidated Statements of Changes in Equity and Redeemable Noncontrolling Interests for the Three and Six Months Ended June 30 , 2022 and 2021	7

	Notes to the Condensed Consolidated Financial Statements	9

	Cautionary Statement Regarding Forward-Looking Statements	43

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	61

Item 4.	Controls and Procedures	64

PART II — INFORMATION

Item 1.	Legal Proceedings	65

Item 1A.	Risk Factors	65

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	66

Item 3.	Defaults Upon Senior Securities	66

Item 4.	Mine Safety Disclosures	66

Item 5.	Other Information	66

Item 6.	Exhibits	66

Exhibit Index		67

Signatures		67

Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BUNGE LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(Unaudited)

(U.S. dollars in millions, except per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net sales	$	17,933	$	15,391	$	33,813	$	28,352
Cost of goods sold	(17,161)		(14,726)		(31,837)		(26,540)
Gross profit	772		665		1,976		1,812
Selling, general and administrative expenses	(334)		(297)		(642)		(568)
Interest income	11		6		20		15
Interest expense	(92)		(54)		(203)		(127)
Foreign exchange (losses) gains	(110)		35		(98)		25
Other income (expense) – net	(6)		35		(53)		298
Income (loss) from affiliates	20		29		65		73
Income (loss) before income tax	261		419		1,065		1,528
Income tax (expense) benefit	(36)		(50)		(144)		(242)
Net income (loss)	225		369		921		1,286


Net (income) loss attributable to noncontrolling interests and redeemable noncontrolling interests	(19)		(7)		(27)		(92)
Net income (loss) attributable to Bunge	206		362		894		1,194
Convertible preference share dividends	—		(9)		—		(17)

Net income (loss) available to Bunge common shareholders	$	206	$	353	$	894	$	1,177

Earnings per common share—basic (Note 20)


Net income (loss) attributable to Bunge common shareholders - basic	$	1.36	$	2.50	$	6.08	$	8.35

Earnings per common share—diluted (Note 20)


Net income (loss) attributable to Bunge common shareholders - diluted	$	1.34	$	2.37	$	5.81	$	7.85

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BUNGE LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(U.S. dollars in millions)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net income (loss)	$	225	$	369	$	921	$	1,286
Other comprehensive income (loss):
Foreign exchange translation adjustment	(289)		328		100		71
Unrealized gains (losses) on designated hedges, net of tax benefit (expense) of zero and $(2) in 2022 and $(3) and $(3) in 2021	47		(92)		(70)		(94)

Pension adjustment, net of tax (expense) benefit of zero and zero in 2022 and $(2) and $(2) in 2021	—		(2)		—		(2)
Reclassification of net (gains) losses to net income, net of tax (benefit) expense of $2 and $12 in 2022 and zero and zero in 2021	(5)		(1)		(34)		(2)
Total other comprehensive income (loss)	(247)		233		(4)		(27)
Total comprehensive income (loss)	(22)		602		917		1,259
Less: comprehensive (income) loss attributable to noncontrolling interests and redeemable noncontrolling interests	5		(14)		12		(80)
Total comprehensive income (loss) attributable to Bunge	$	(17)	$	588	$	929	$	1,179

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BUNGE LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(U.S. dollars in millions, except share data)


	June 30, 2022		December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	818	$	902

Trade accounts receivable (less allowances of $82 and $85) (Note 5)	2,427		2,112
Inventories (Note 6)	10,481		8,431
Assets held for sale (Note 3)	317		264
Other current assets (Note 7)	5,689		4,751
Total current assets	19,732		16,460
Property, plant and equipment, net	3,463		3,499
Operating lease assets	1,038		912
Goodwill	468		484
Other intangible assets, net	383		431
Investments in affiliates	986		764
Deferred income taxes	622		550

Other non-current assets (Note 8)	727		719
Total assets	$	27,419	$	23,819
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt (Note 14)	$	2,154	$	673
Current portion of long-term debt (Note 14)	1,303		504

Trade accounts payable (includes $1,117 and $568 carried at fair value)	5,347		4,250
Current operating lease obligations	396		350
Liabilities held for sale (Note 3)	61		122
Other current liabilities (Note 11)	3,840		3,425
Total current liabilities	13,101		9,324
Long-term debt (Note 14)	3,062		4,787
Deferred income taxes	315		338
Non-current operating lease obligations	585		506
Other non-current liabilities (Note 17)	816		658

Redeemable noncontrolling interest (Note 18)	351		381
Equity (Note 19):
Convertible perpetual preference shares, par value $.01; authorized – 21,000,000 shares, issued and outstanding: 2022 - zero shares, 2021 - 6,899,683 shares (liquidation preference $100 per share)	—		690
Common shares, par value $.01; authorized – 400,000,000 shares; issued and outstanding: 2022 –151,885,454 shares, 2021 – 141,057,414 shares	1		1
Additional paid-in capital	6,595		5,590
Retained earnings	9,692		8,979
Accumulated other comprehensive income (loss) (Note 19)	(6,436)		(6,471)
Treasury shares, at cost - 2022 - 16,726,697 shares, 2021 - 16,726,697 shares	(1,120)		(1,120)
Total Bunge shareholders’ equity	8,732		7,669
Noncontrolling interests	457		156
Total equity	9,189		7,825
Total liabilities, redeemable noncontrolling interest and equity	$	27,419	$	23,819

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BUNGE LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(U.S. dollars in millions)


	Six Months Ended June 30,
	2022		2021
OPERATING ACTIVITIES
Net income (loss)	$	921	$	1,286
Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities:


Foreign exchange (gain) loss on net debt	(6)		(133)
Bad debt expense	9		3
Depreciation, depletion and amortization	204		212
Share-based compensation expense	32		29
Deferred income tax expense (benefit)	(59)		(83)
(Gain) loss on sale of investments and property, plant and equipment	—		(240)
Other, net	27		(56)
Changes in operating assets and liabilities, excluding the effects of acquisitions and dispositions:
Trade accounts receivable	(341)		(784)
Inventories	(2,341)		(1,003)
Secured advances to suppliers	46		25
Trade accounts payable and accrued liabilities	943		737
Advances on sales	(54)		(150)
Net unrealized (gains) losses on derivative contracts	(159)		639
Margin deposits	(86)		391
Marketable securities	285		(5)
Beneficial interest in securitized trade receivables	(3,443)		(2,121)
Other, net	(435)		(183)
Cash provided by (used for) operating activities	(4,457)		(1,436)
INVESTING ACTIVITIES
Payments made for capital expenditures	(212)		(133)

Proceeds from investments	87		26
Payments for investments	(117)		(153)
Settlements of net investment hedges	(143)		(25)
Proceeds from beneficial interest in securitized trade receivables	3,311		2,049
Payments for beneficial interest in securitized trade receivables	—		(177)
Proceeds from disposals of businesses and property, plant and equipment	1		345

Payments for investments in affiliates	(54)		(42)
Other, net	(6)		(1)
Cash provided by (used for) investing activities	2,867		1,889
FINANCING ACTIVITIES

Proceeds from short-term debt	19,842		19,986
Repayments of short-term debt	(18,266)		(20,954)
Proceeds from long-term debt	50		998
Repayments of long-term debt	(628)		—
Proceeds from the exercise of options for common shares	44		72

Dividends paid to common and preference shareholders	(162)		(158)

Sale of noncontrolling interest	521		—
Acquisition of noncontrolling interest	—		(147)
Other, net	44		(27)
Cash provided by (used for) financing activities	1,445		(230)
Effect of exchange rate changes on cash and cash equivalents and restricted cash	63		(100)
Net increase (decrease) in cash and cash equivalents and restricted cash	(82)		123
Cash and cash equivalents and restricted cash - beginning of period	905		381
Cash and cash equivalents and restricted cash - end of period	$	823	$	504

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BUNGE LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

(Unaudited)

(U.S. dollars in millions, except share data)


			Convertible Preference Shares			Common Shares
	Redeemable Non- Controlling Interests		Shares	Amount		Shares	Amount		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Shares		Non- Controlling Interests		Total Equity
Balance, April 1, 2022	$	370	—	$	—	151,653,069	$	1	$	6,332	$	9,581	$	(6,213)	$	(1,120)	$	160	$	8,741
Net income (loss)	2		—	—		—	—		—		206		—		—		17		223

Other comprehensive income (loss)	(21)		—	—		—	—		—		—		(223)		—		(3)		(226)

Dividends on common shares, $0.625 per share	—		—	—		—	—		—		(95)		—		—		—		(95)

Dividends to noncontrolling interests on subsidiary common stock	—		—	—		—	—		—		—		—		—		(4)		(4)


Sale of noncontrolling interest	—		—	—		—	—		234		—		—		—		287		521


Share-based compensation expense	—		—	—		—	—		16		—		—		—		—		16



Issuance of common shares, including stock dividends	—		—	—		232,385	—		13		—		—		—		—		13
Balance, June 30, 2022	$	351	—	$	—	151,885,454	$	1	$	6,595	$	9,692	$	(6,436)	$	(1,120)	$	457	$	9,189



			Convertible Preference Shares			Common Shares
	Redeemable Non- Controlling Interests		Shares	Amount		Shares	Amount		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Shares		Non- Controlling Interests		Total Equity
Balance, April 1, 2021	$	473	6,899,683	$	690	141,260,402	$	1	$	5,468	$	7,982	$	(6,484)	$	(1,020)	$	144	$	6,781
Net income (loss)	2		—	—		—	—		—		363		—		—		4		367

Other comprehensive income (loss)	7		—	—		—	—		—		—		226		—		1		227

Dividends on common shares, $0.525 per share	—		—	—		—	—		—		(76)		—		—		—		(76)
Dividends on preference shares, $1.21875 per share	—		—	—		—	—		—		(9)		—		—		—		(9)
Dividends to noncontrolling interests on subsidiary common stock	—		—	—		—	—		—		—		—		—		(2)		(2)
Disposition of noncontrolling interest in a subsidiary	1		—	—		—	—		—		—		—		—		—		—
Share-based compensation expense	—		—	—		—	—		16		—		—		—		—		16

Issuance of common shares, including stock dividends	—		—	—		454,445	—		28		(1)		—		—		—		27
Balance, June 30, 2021	$	483	6,899,683	$	690	141,714,847	$	1	$	5,512	$	8,259	$	(6,258)	$	(1,020)	$	147	$	7,331

Table of Contents


			Convertible Preference Shares			Common Shares
	Redeemable Non- Controlling Interests		Shares	Amount		Shares	Amount		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Shares		Non- Controlling Interests		Total Equity
Balance, January 1, 2022	$	381	6,899,683	$	690	141,057,414	$	1	$	5,590	$	8,979	$	(6,471)	$	(1,120)	$	156	$	7,825
Net income (loss)	6		—	—		—	—		—		894		—		—		21		915

Other comprehensive income (loss)	(36)		—	—		—	—		—		—		35		—		(3)		32

Dividends on common shares, $1.15 per share	—		—	—		—	—		—		(176)		—		—		—		(176)

Dividends to noncontrolling interests on subsidiary common stock	—		—	—		—	—		—		—		—		—		(4)		(4)


Sale of noncontrolling interest	—		—	—		—	—		234		—		—		—		287		521


Share-based compensation expense	—		—	—		—	—		32		—		—		—		—		32

Conversion of preference shares to common shares	—		(6,899,683)	(690)		8,863,331	—