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TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2016
Or


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
(State or other jurisdiction of
incorporation or organization)
98-0231912
(IRS Employer
Identification No.)
50 Main Street
White Plains, New York USA
(Address of principal executive offices)
10606
(Zip Code)
(914) 684-2800
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Shares, par value $.01 per share
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes 
No 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities
Act. Yes  No 
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  No 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive
Data File required to be submitted and posted 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 and post such files). Yes  No 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act:
Large Accelerated filer 
Accelerated filer 
Non-accelerated filer 
Smaller reporting company 
(do not check if a
smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes 
No 
The aggregate market value of registrant's common shares held by non-affiliates, based upon the closing price of our common shares on
the last business day of the registrant's most recently completed second fiscal quarter, June 30, 2016, as reported by the New York Stock
Exchange, was approximately $8,220 million. Common shares held by executive officers and directors and persons who own 10% or more of
the issued and outstanding common shares have been excluded since such persons may be deemed affiliates. This determination of affiliate
status is not a determination for any other purpose.
As of February 17, 2017, 139,508,796 Common Shares, par value $.01 per share, were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the proxy statement for the 2017 Annual General Meeting of Shareholders to be held on May 25, 2017 are incorporated by
reference into Part III.
Table of Contents
Table of Contents
Page
PART I
Item 1.
Business
3
Item 1A.
Risk Factors
15
Item 1B.
Unresolved Staff Comments
25
Item 2.
Properties
25
Item 3.
Legal Proceedings
26
Item 4.
Mine Safety Disclosures
27
PART II
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
28
Item 6.
Selected Financial Data
31
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
33
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
62
Item 8.
Financial Statements and Supplementary Data
66
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
66
Item 9A.
Controls and Procedures
66
Item 9B.
Other Information
69
PART III
Item 10.
Directors, Executive Officers, and Corporate Governance
69
Item 11.
Executive Compensation
69
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
69
Item 13.
Certain Relationships and Related Transactions, and Director Independence
69
Item 14.
Principal Accounting Fees and Services
69
PART IV
Item 15.
Exhibits, Financial Statement Schedules
70
Schedule II—Valuation and Qualifying Accounts
E-1
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1
SIGNATURES
S-1
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Cautionary Statement Regarding Forward Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward looking statements to encourage companies to
provide prospective information to investors. This Annual Report on Form 10-K includes forward looking statements that reflect our current
expectations and projections about our future results, performance, prospects and opportunities. Forward looking statements include all
statements that are not historical in nature. We have tried to identify these forward looking statements by using words including "may," "will,"
"should," "could," "expect," "anticipate," "believe," "plan," "intend," "estimate," "continue" and similar expressions. These forward looking
statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause our actual results, performance,
prospects or opportunities to differ materially from those expressed in, or implied by, these forward looking statements. These factors include
the risks, uncertainties, trends and other factors discussed under the headings "Item 1A. Risk Factors," as well as "Item 1. Business," "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this Annual Report on Form 10-K,
including:
•
changes in governmental policies and laws affecting our business, including agricultural and trade policies and environmental, tax
and biofuels regulation;
•
our funding needs and financing sources;
•
changes in foreign exchange policy or rates;
•
the outcome of pending regulatory and legal proceedings;
•
our ability to complete, integrate and benefit from acquisitions, divestitures, joint ventures and strategic alliances;
•
our ability to achieve the efficiencies, savings and other benefits anticipated from our cost reduction, margin improvement,
operational excellence and other business optimization initiatives;
•
industry conditions, including fluctuations in supply, demand and prices for agricultural commodities and other raw materials and
products that we sell and use in our business, fluctuations in energy and freight costs and competitive developments in our
industries;
•
weather conditions and the impact of crop and animal disease on our business;
•
global and regional economic, agricultural, financial and commodities market, political, social and health conditions;
•
operational risks, including industrial accidents and natural disasters; and
•
other factors affecting our business generally.
In light of these risks, uncertainties and assumptions, you should not place undue reliance on any forward looking statements contained in
this Annual Report on Form 10-K. 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 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 Report on Form 10-K.
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PART I
Item 1.
Business
References in this Annual Report on Form 10-K to "Bunge Limited," "Bunge," "the Company," "we," "us" and "our" refer to Bunge
Limited and its consolidated subsidiaries, unless the context otherwise indicates.
Business Overview
We are a leading global agribusiness and food company with integrated operations that stretch from the farm field to consumer foods. We
believe we are a leading:
•
global oilseed processor and producer of vegetable oils and protein meals, based on processing capacity;
•
global grain processor, based on volume;
•
seller of packaged vegetable oils worldwide, based on sales;
•
producer and seller of wheat flours and bakery mixes and dry milled corn products in North and South America, based on volume;
and
•
producer of sugar and ethanol in Brazil and global trader and merchandiser of sugar, based on volume.
We conduct our operations in five segments: Agribusiness, Edible Oil Products, Milling Products, Sugar and Bioenergy and Fertilizer. We
refer to the Edible Oil and Milling Products segments collectively as our Food and Ingredients businesses. Our strategy is to profitably grow
our position in our core grain and oilseed value chains, capitalizing on our integrated global footprint and key origination, logistics, processing
and risk management competencies while pursuing operational excellence. We also are focused on growing our value added Food and
Ingredients businesses so that over time they represent a more significant percentage of our earnings. Our strategy is aligned with long-term
global macroeconomic and consumer growth trends, including a commitment to sustainability.
Our Agribusiness segment is an integrated, global business principally involved in the purchase, storage, transport, processing and sale of
agricultural commodities and commodity products. Our Agribusiness operations and assets are located in North and South America, Europe
and Asia-Pacific, and we have merchandising and distribution offices throughout the world.
Our Food and Ingredients businesses, which consist of two reportable business segments: Edible Oil Products and Milling Products,
include businesses that produce and sell edible oil based products, including vegetable oils, shortenings, margarines and mayonnaise and milled
grain products such as wheat flours, bakery mixes, corn-based products and rice. The operations and assets of our Edible Oil Products segment
are located in North and South America, Europe and Asia-Pacific and the operations and assets of our Milling Products segment are located in
North and South America.
Our Sugar and Bioenergy segment produces and sells sugar and ethanol derived from sugarcane, as well as energy derived from the sugar
and ethanol production process, through our operations in Brazil. Our operations in this segment also include global trading and merchandising
of sugar and ethanol.
Our Fertilizer segment is involved in producing, blending and distributing fertilizer products for the agricultural industry in South
America, with production and blending assets and operations in Argentina and port facilities in Brazil and Argentina.
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2016 Summary Operating Highlights —In our Agribusiness segment in 2016 we continued to expand our global network of integrated
assets. We formed joint ventures with leading regional players in Brazil and Asia-Pacific, to increase operating, marketing and logistics
synergies and announced the acquisition of oilseed processing plants and operations in the Netherlands and France. In addition, we continued
upgrading and expanding an existing port terminal in the United States, completed the construction of an oilseed processing plant in Ukraine
and progressed on the construction of an oilseed processing plant in Asia-Pacific. In our Food and Ingredients businesses, we acquired a
vegetable oil blends producer for large-scale commercial customers, based in Germany. In addition, we announced the acquisitions of a leading
olive oil and seed oil producer in Turkey and a leading corn flour producer in North America. We also completed the construction of a wheat
mill in Rio de Janeiro state, Brazil. In our Sugar and Bioenergy segment, our sugarcane milling operations benefitted from higher global sugar
prices and improved domestic market conditions in Brazil, as well as lower costs and greater efficiency due to our continuous performance
improvement initiatives.
History and Corporate Information
Bunge Limited is a limited liability company formed under the laws of Bermuda. We are registered with the Registrar of Companies in
Bermuda under registration number EC20791. We trace our history back to 1818 when we were founded as a trading company in Amsterdam,
The Netherlands. We are a holding company, and substantially all of our operations are conducted through our subsidiaries. Our principal
executive offices and corporate headquarters are located at 50 Main Street, White Plains, New York, 10606, United States of America and our
telephone number is (914) 684-2800. Our registered office is located at 2 Church Street, Hamilton, HM 11, Bermuda.
Agribusiness
Overview —Our Agribusiness segment is an integrated, global business involved in the purchase, storage, transport, processing and sale of
agricultural commodities and commodity products while managing risk across various product lines. The principal agricultural commodities
that we handle in this segment are oilseeds, primarily soybeans, rapeseed, canola and sunflower seed, and grains, primarily wheat and corn. We
process oilseeds into vegetable oils and protein meals, principally for the food, animal feed and biodiesel industries, through a global network
of facilities. Our footprint is well balanced, with approximately 35% of our processing capacity located in South America, 28% in
North America, 23% in Europe and 14% in Asia-Pacific.
Customers —We sell agricultural commodities and processed commodity products to customers throughout the world. The principal
purchasers of our oilseeds, grains and oilseed meal are animal feed manufacturers, livestock producers, wheat and corn millers and other
oilseed processors. As a result, our agribusiness operations generally benefit from global demand for protein, primarily for poultry and pork
products. The principal purchasers of the unrefined vegetable oils produced in this segment are our own Food and Ingredients businesses and
third-party edible oil processing companies, which use these oils as raw materials in the production of edible oil products for the food service,
food processor and retail markets. In addition, we sell oil products for various non-food uses, including industrial applications and the
production of biodiesel.
Distribution and Logistics —We have developed an extensive global logistics network to transport our products, including trucks, railcars,
river barges and ocean freight vessels. Typically, we either lease the transportation assets or contract with third parties for these services. To
better serve our customer base and develop our global distribution and logistics capabilities, we own or operate either directly or through joint
venture arrangements, various port terminal facilities globally, including in Brazil, Argentina, the United States, Canada, Russia, Ukraine,
Poland, Vietnam and Australia.
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Financial Services and Activities —We also offer various financial services, principally trade structured finance and financial risk
management services for customers and other third parties. Our trade structured finance operations leverage our international trade flows to
generate trade finance derived liquidity in emerging markets for customers and other third parties. Our financial risk management services
include structuring and marketing over-the-counter ("OTC") risk management products to enable agricultural producers and end users of
commodities to manage their commodity price risk exposures. Through our Financial Services Group we also engage in proprietary trading of
foreign exchange and other financial instruments. Additionally, in Brazil, we provide financing services to farmers from whom we purchase
soybeans and other agricultural commodities. Our farmer financing activities are an integral part of our grain and oilseed origination activities
as they help assure the annual supply of raw materials for our Brazilian agribusiness operations.
Biodiesel —We own and operate biodiesel facilities in Europe and Brazil and have equity method investments in biodiesel producers in
Europe and Argentina. This business is complementary to our core Agribusiness operations as in each case we supply some of the raw
materials (crude vegetable oil and soybean meal) used in their production processes.
Raw Materials —We purchase oilseeds and grains either directly from farmers or indirectly through intermediaries. Although the
availability and price of agricultural commodities may, in any given year, be affected by unpredictable factors such as weather, government
programs and policies and farmer planting and selling decisions, our operations in major crop growing regions globally have enabled us to
source adequate raw materials for our operational needs.
Competition —Due to their commodity nature, markets for our products are highly competitive and subject to product substitution.
Competition is principally based on price, quality, product and service offerings and geographic location. Major competitors include but are not
limited to: The Archer Daniels Midland Co. ("ADM"), Cargill Incorporated ("Cargill"), Louis Dreyfus Group ("Louis Dreyfus"), Glencore
International PLC and large regional companies such as Wilmar International Limited and COFCO Agri Limited ("COFCO") largely in
Asia-Pacific.
Food and Ingredients
Overview —Our Food and Ingredients businesses include two reportable business segments: Edible Oil Products and Milling Products.
We primarily sell our products to three customer types or market channels: food processors, food service companies and retail outlets. The
principal raw materials used in our Food and Ingredients businesses are various crude and further processed vegetable oils in our Edible Oil
Products segment, and wheat, corn and rice in our Milling Products segment. These raw materials are agricultural commodities that we either
produce or purchase from third parties. We believe that our global integrated business model enables us to realize synergies between our
Agribusiness and Food and Ingredients operations through raw material procurement, logistics, risk management and co-location of industrial
facilities, enabling us to supply customers with reliable, high quality products on a global basis. Additionally, our Food and Ingredients
businesses are focused on capitalizing on growing global consumer food trends, including a desire for less processed, healthier foods, interest
in new flavors and increases in snacking and eating outside the home.
Edible Oil Products
Products —Our edible oil products include packaged and bulk oils, shortenings, margarines, mayonnaise and other products derived from
the vegetable oil refining process. We primarily use soybean, sunflower, rapeseed and canola oil that we produce in our Agribusiness segment
oilseed processing operations as raw materials in this business. We are a leading seller of packaged vegetable oils worldwide, based on sales.
We have edible oil refining and packaging facilities in North America, South America, Europe and Asia-Pacific. Our edible oil products
business is largely business to business ("B2B") focused in North America, in Brazil and Europe it is a mix of B2B and business to consumer
("B2C"), and in Asia-Pacific it is largely a B2C focused business.
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In Brazil, our retail edible oil brands include Soya , the leading packaged vegetable oil brand, as well as Primor and Salada . We are also a
leading producer in the Brazilian margarine market with our brands Delicia and Primor , as well as in mayonnaise with our Soya, Primor and
Salada brands. In shortenings, we are a leading supplier to the food processor market. We also produce processed tomato and other staple food
products, including sauces, condiments and seasonings in Brazil under several brand names.
In the United States and Canada, we offer our customers high quality solutions to fit their goals, such as reducing trans-fats or lowering
saturated fats. Our products include Nutra-Clear NT Ultra , a high oleic canola oil that is trans-fat free and low in saturated fats and
Pro-Formance NT , a high oleic soybean oil that is highly stable and trans-fat free. We have also developed proprietary fiber addition processes
that allow bakery and food processor customers to achieve significant reductions in saturated fats in shortenings. We also offer expeller pressed
and physically refined oils to food service customers under the brand Whole Harvest and also produce margarines and buttery spreads,
including our leading brand Country Premium , for food service, food processor and retail private label customers.
In Europe, we are a leader in consumer packaged vegetable oils, which are sold in various geographies under brand names including
Venusz, Floriol, Kujawski, Olek, Unisol, Ideal, Oleina, Maslenitsa, Oliwier, Salat and Rozumnitsa, and a leader in margarines, including our
brand names Smakowita, Maslo Rosline, Masmix, Optima, Deli Reform, Keiju, Evesol, Linco, Gottgott, Suvela and Finuu. Most recently, we
have introduced Optima margarine with DHA for consumers interested in adding omega-3 fatty acids to their diets. Additionally, we have
introduced first cold pressed oils and spice and herb enhanced products under our Deli Reform brand.
With the acquisition of a majority share in Walter Rau Neusser Öl und Fett Aktiengesellschaft ("Walter Rau Neusser") in 2016, a leading
oils & fats producer in Germany, we are now a significant oils supplier in the West European foodservice channel. We also supply a range of
refined seed oils (sunflower and rapeseed) in bulk formats to industrial food processors who are among the leading brand owners in the global
food industry.
In December 2016, we announced the acquisition of Ana Gyda Yhtiyaç Maddeleri ve Sanayi Ticaret A.Ş ("Ana Gyda"), a leading Turkish
olive oil and seed oil producer. Ana Gyda is the owner of Komili , the market leading olive oil brand in Turkey. The transaction closed on
February 21, 2017.
In India, our brands include Dalda , Ginni and Chambal in edible oils; Dalda and Gagan in vanaspati; and Masterline in professional
bakery fats. In China, our edible oil brand is Dou Wei Jia . In Asia-Pacific, we recently entered into distribution arrangements to sell and
distribute packaged softseed oils and coconut oil.
Customers —Our customers include baked goods companies, snack food producers, restaurant chains, foodservice distributors and other
food manufacturers who use vegetable oils and shortenings as ingredients in their operations, as well as grocery chains, wholesalers,
distributors and other retailers who sell to consumers under our brand names or under private labels. These customers include global and
national food processors and manufacturers, many of which are leading brand owners in their product categories.
Competition —Competition is based on a number of factors, including price, raw material procurement, distribution capabilities and cost
structure, brand recognition, product quality, innovation, technical support, new product introductions, composition and nutritional value and
advertising and promotion. Our products may compete with widely advertised, well-known, branded products, as well as private label and
customized products. In the United States and Canada, our principal competitors in the Edible Oil Products segment include ADM, Cargill,
Stratas Foods LLC, Unilever NV/PLC ("Unilever") and Ventura Foods LLC. In Brazil, our principal competitors also include ADM, Cargill,
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Imcopa, BRF S.A. and JBS S.A. In Europe, our principal competitors include ADM, Cargill, Unilever and various local companies in each
country.
Milling Products
Products —Our Milling Products segment activities include the production and sale of a variety of wheat flours and bakery mixes in
Brazil and Mexico, corn-based products in the United States and Mexico derived from the corn dry milling process and milled rice products in
the United States and Brazil.
Our brands in Brazil include Suprema, Soberana, Primor and Predileta wheat flours and Gradina, and Pre-Mescla bakery premixes. Our
wheat flour and bakery mix brands in Mexico include Espiga, Esponja, Francesera, Chulita, Galletera and Pastelera. Our corn milling
products consist primarily of dry-milled corn meals, flours and flaking and brewer's grits, as well as soy-fortified corn meal, corn-soy blend and
other similar products. As part of our corn portfolio, we also sell whole grain and fiber ingredients. In the United States, we have most recently
added ancient grains, such as quinoa and millet to our portfolio. We have also introduced a range of extruded products that include die cut
pellets for the snack food industry. Additionally, we offer non-GMO products in the United States, including corn varieties. We mill and sell
bulk and packaged rice in the United States and also sell branded rice in Brazil under the Primor brand.
In August 2016, we announced the acquisition of a controlling interest in Grupo Minsa, S.A.B. de C.V. ("Minsa"), a leading corn flour
producer in North America. As part of the transaction, Bunge will control four mills in Mexico and two in the United States, which produce a
broad portfolio of branded corn flours and pre-mixes for tortillas and other products. The transaction is expected to close in the first half of
2017, subject to certain closing conditions, including the resolution of pending litigation brought by a former shareholder of the parent
company of Minsa challenging the proposed acquisition.
Customers —The primary customers for our wheat milling products are food processing, bakery and food service companies. The primary
customers for our corn milling products are companies in the food-processing sector, such as cereal, snack, bakery and brewing companies, as
well as the U.S. Government for humanitarian assistance programs. Our rice milling business sells to customers in the food service and food
processing channels, as well as for export markets.
Competition —Competition is based on a variety of factors, including price, raw material procurement, brand recognition, product quality,
nutritional profile, dietary trends and distribution capabilities. In Brazil, our major competitors are Glencore, M. Dias Branco, J.Macedo and
Moinho Anaconda, as well as many small regional producers. Our major competitors in North American corn milling include Cargill, Didion
Milling Company, SEMO Milling, LLC and Life Line Foods, LLC. Our major competitors in our U.S. rice milling business include ADM and
Farmers' Rice Cooperative. Our major competitors in Mexico include Grupo Elizondo, Molinera de México and Grupo Trimex.
Sugar and Bioenergy
Overview —We are a leading, integrated producer of sugar and ethanol in Brazil, and a leading global trader and merchandiser of sugar.
We own and operate eight sugarcane mills in Brazil, the world's largest producer and exporter of sugar. As of December 31, 2016, our mills
had a total crushing capacity of approximately 21 million metric tons per year. Sugarcane, which is the raw material that we use to produce
sugar and ethanol, is supplied by a combination of our own plantations and third-party farmers. Additionally, through cogeneration facilities at
our sugarcane mills, we produce electricity from the burning of sugarcane bagasse (the fibrous portion of the sugarcane that remains after the
extraction of sugarcane juice) in boilers, which enables our mills to meet their energy requirements. Any surplus electricity is sold to the local
grid or other large third-party users of electricity. Our trading and merchandising operations engage in marketing and selling sugar through
regional marketing offices in various locations and managing the sugar price risk for our business.
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Since 2014, after our decision of reducing the capital allocated to this business and focusing our investments primarily on agricultural
productivity increase and industrial yields, the business has experienced a significant turnaround. The strengthening of our sugarcane milling
operations in Brazil, bringing the operating costs down and efficiencies up resulted in significantly improved results. The early stage of an
anticipated cycle of higher sugar prices and changes in the fuel policy for the domestic market should contribute to further improvement of our
results. Additionally, as previously announced, we are continuing to explore alternatives to reduce our exposure to the Brazilian sugarcane
industry. However, the nature and timing of any potential outcome or transaction is uncertain and cannot be predicted.
Raw Materials —Sugarcane is our principal raw material in this segment, and we both produce it and procure it through third-party supply
contracts. The annual harvesting cycle in Brazil typically begins in late March/early April and ends in late November/early December. Once
planted, sugarcane is harvested for five to seven years on average, but the yield decreases with each harvest over the life cycle of the cane. As a
result, after this period, old sugarcane plants are typically removed and the area is replanted. The quality and yield of the harvested cane are
also affected by factors such as soil quality, topography, weather and agricultural practices.
Our mills are supplied with sugarcane grown on approximately 326,000 hectares of land. This land represents approximately 19,000
hectares of land that we own, 211,000 hectares of land that we manage under agricultural partnership arrangements and 96,000 hectares of land
farmed by third-party farmers. In 2016, approximately 67% of our total milled sugarcane came from our owned or managed plantations and
33% was purchased from third-party suppliers. Payments under the agricultural partnership agreements and third-party supply contracts are
based on a formula, which factors in the volume of sugarcane per hectare, sucrose content of the sugarcane and market prices for sugarcane,
which are set by Consecana, the São Paulo state sugarcane, sugar and ethanol council.
Our sugarcane planting and harvesting processes are substantially mechanized. Mechanized harvesting does not require burning of the
cane prior to harvesting, significantly reducing the environmental impact when compared to manual harvesting, and resulting in improved soil
condition.
Logistics —Harvested sugarcane is loaded onto trucks and trailers and transported to our mills. Since the sucrose content of the sugarcane
begins to degrade rapidly after harvesting, we seek to minimize the time and distance between the cutting of the cane and its delivery to our
mills for processing.
Products —Our mills allow us to produce ethanol, sugar and electricity, as further described below. At mills that produce both sugar and
ethanol, we are able to adjust our production mix within certain capacity limits between ethanol and sugar, as well as, for certain mills, between
different types of sugar (raw and crystal) and ethanol (hydrous and anhydrous). The ability to adjust our production mix allows us to respond to
changes in customer demand and market prices.
Sugar —Our current maximum sugar production capacity is 5,900 metric tons per day, which in a season of 5,000 hours of milling, results
in an annual maximum production capacity of approximately 1.2 million metric tons of sugar. We produce two types of sugar: very high
polarity ("VHP") raw sugar and white 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 —Our current maximum ethanol production capacity is 6,200 cubic meters per day, which in a season of 5,000 hours of milling,
results in an annual maximum production capacity of over 1.3 million cubic meters of ethanol. We produce and sell two types of ethanol:
hydrous and anhydrous. Hydrous ethanol is consumed directly as a transport fuel, while anhydrous ethanol is blended with gasoline in transport
fuels.
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Electricity —We generate electricity from burning sugarcane bagasse in our mills. As of December 31, 2016, our total installed
cogeneration capacity was approximately 322 megawatts, with approximately 131 megawatts available for resale to third parties after
supplying our mills' energy requirements, representing approximately 596,000 megawatt hours of electricity available for resale.
Customers —The sugar we produce at our mills is sold in both the Brazilian domestic and export markets. Our domestic customers are
primarily in the confectionary and food processing industries. The ethanol we produce is primarily sold to customers for use in the Brazilian
domestic market to meet the demand for fuel. We also export ethanol in the international market. Our sugar trading and merchandising
operations purchase and sell sugar and ethanol from our own operations as well as third parties to meet international demand.
Other —We have a minority investment in a U.S. corn based ethanol production facility and a 50% interest in a joint venture that
produces corn based ethanol in Argentina. We have a 49.9% interest in a joint venture with TerraVia Holdings, Inc. (formerly Solazyme, Inc.)
for the development and production of value added oils and feed ingredients, which uses sugar supplied by one of our mills as a raw material.
Competition —We compete with other sugar and ethanol producers in Brazil and internationally, and in the global market with beet sugar
processors, producers of other sweeteners and other biofuels producers. The industry is highly competitive, with raw material procurement, cost
structure, selling price and distribution capabilities being important competitive factors. Our major competitors in Brazil include Cosan
Limited/Raizen, São Martinho S.A., Biosev (Louis Dreyfus) and ED&F Man. Our major international competitors include British Sugar PLC,
Südzucker AG, Cargill, Tereos Group, Sucden Group and COFCO.
Fertilizer
Overview —Through our operations in Argentina, we produce, blend and distribute a range of NPK fertilizers, including phosphate-based
liquid and solid nitrogen fertilizers. NPK refers to nitrogen (N), phosphate (P) and potassium (K), the main components of chemical fertilizers,
used for crop production primarily of soybeans, corn and wheat. Our operations in Argentina are closely linked to our grain origination
activities as we supply fertilizer to producers who supply us with grain. We also have a 75% controlling interest in a single super phosphate
production ("SSP") plant and a strategically located river port facility in Argentina. In Brazil, we supply fertilizer to farmers as part of our grain
origination activities, and operate a fertilizer terminal in the Port of Santos.
Products and Services —We offer a complete fertilizer portfolio, including SSP, ammonia, urea and ammonium thiosulfate that we
produce, as well as monoammonium phosphate ("MAP"), diammonium phosphate, triple supersphosphate, urea, UAN, ammonium sulfate and
potassium chloride that we purchase from third parties and resell. We market our products under the Bunge brand, as well as the Solmix brand
for liquid fertilizers.
Raw Materials —Our principal raw materials in this segment are concentrated phosphate rock, sulfuric acid, natural gas, ammonium
nitrate and sulphur. The prices of fertilizer raw materials are typically based on international prices that reflect global supply and demand
factors and global transportation and other logistics costs. Each of these fertilizer raw materials is readily available in the international market
from multiple sources.
Competition —Competition is based on a number of factors, including delivered price, product offering and quality, location, access to
raw materials, production efficiency and customer service, including, in some cases, customer financing terms. Our main competitors in our
fertilizer operations in Argentina are ASP (Agrium), YPF, Profertil, Nidera, Yara International and Louis Dreyfus.
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Risk Management
Risk management is a fundamental aspect of our business. Engaging in the hedging of risk exposures and anticipating market
developments are critical to protect and enhance our return on assets. As such, we are active in derivative markets for agricultural commodities,
energy, ocean freight, foreign currency and interest rates. We seek to leverage the market insights that we gain through our global operations
across our businesses by actively managing our physical and financial positions on a daily basis. See "Item 7A. Quantitative and Qualitative
Disclosures About Market Risk."
Insurance
In each country where we conduct business, our operations and assets are subject to varying degrees of risk and uncertainty. We insure our
businesses and assets in each country in a manner that it deems appropriate for a company of our size and activities, based on an analysis of the
relative risks and costs. We believe that our geographic dispersion of assets helps mitigate risk to our business from an adverse event affecting
a specific facility; however, if we were to incur a significant loss or liability for which we were not fully insured, it could have a materially
adverse effect on our business, financial condition and results of operations.
Operating Segments and Geographic Areas
We have included financial information about our reportable segments and our operations by geographic area in Note 26 of the notes to
our consolidated financial statements.
Research and Development, Innovation, Patents and Licenses
Our research and development activities are focused on developing products and improving processes that will drive growth or otherwise
add value to our core business operations. In our Food and Ingredients business, we have nine research and development centers globally
dedicated to supporting product development and enhancement. Additionally, our global innovation activities involve scouting, developing,
buying, selling and/or licensing next generation technologies in food, feed and fuel.
Our total research and development expenses were $17 million for the year 2016, $16 million for the year 2015 and $20 million for the
year 2014. As of December 31, 2016, our research and development organization consisted of 119 employees worldwide.
We own trademarks on the majority of the brands we produce in our Food and Ingredients and Fertilizer businesses. We typically obtain
long-term licenses for the remainder. We have patents covering some of our products and manufacturing processes. However, we do not
consider any of these patents to be material to our business. We believe we have taken appropriate steps to either own or license all intellectual
property rights that are material to carrying out our business.
Seasonality
In our Agribusiness segment, while there is a degree of seasonality in the growing season and procurement of our principal raw materials,
such as oilseeds and grains, we typically do not experience material fluctuations in volume between the first and second half of the year since
we are geographically diversified between the northern and southern hemispheres, and we sell and distribute products throughout the year.
However, the first fiscal quarter of the year has generally been our weakest in terms of financial results due to the timing of the North and
South American oilseed harvests as the North American harvest peaks in the third and fourth fiscal quarters and the South American harvest
peaks in the second fiscal quarter, and thus our North and South American grain merchandising and oilseed processing activities are generally
at lower levels during the first quarter.
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In our Food and Ingredients segments, demand for certain of our food items may be influenced by holidays and other annual events.
We experience seasonality in our Sugar and Bioenergy segment as a result of the Brazilian sugarcane growing cycle. In the Center-South
of Brazil, the sugarcane harvesting period typically begins in late March/early April and ends in late November/early December. This creates
fluctuations in our sugar and ethanol inventories, which usually peak in December to cover sales between crop harvests. These factors result in
earnings being weighted towards the second half of the year. This segment is also impacted by the yield development of the sugarcane crops
over the course of the crop year with sugar content reaching its highest level in the middle of the crop. As a result of the above factors, there
may be significant variations in our results of operations from one quarter to another.
In our Fertilizer segment, we are subject to seasonal trends based on the South American agricultural growing cycle as farmers typically
purchase the bulk of their fertilizer needs in the second half of the year.
Government Regulation
We are subject to a variety of laws in each of the countries in which we operate which govern various aspects of our business, including
the processing, handling, storage, transport and sale of our products; risk management activities; land-use and ownership of land, including
laws regulating the acquisition or leasing of rural properties by certain entities and individuals; and environmental, health and safety matters.
To operate our facilities, we must obtain and maintain numerous permits, licenses and approvals from governmental agencies and our facilities
are subject to periodic inspection by governmental agencies. In addition, we are subject to other laws and government policies affecting the
food and agriculture industries, including food and feed safety, nutritional and labeling requirements and food security policies. From
time-to-time, agricultural production shortfalls in certain regions and growing demand for agricultural commodities for feed, food and fuel use
have caused prices for relevant agricultural commodities to rise. High commodity prices and regional crop shortfalls have led, and in the future
may lead, governments to impose price controls, tariffs, export restrictions and other measures designed to assure adequate domestic supplies
and/or mitigate price increases in their domestic markets, as well as increase the scrutiny of competitive conditions in their markets.
Many countries globally are using and producing biofuels as alternatives to traditional fossil fuels. Biofuels convert crops, such as
sugarcane, corn, soybeans, palm, rapeseed or canola and other oilseeds, into ethanol or biodiesel to extend, enhance or substitute for fossil
fuels. Production of biofuels has increased significantly in the last decade in response to both periods of high fossil fuel prices and to
government incentives for the production of biofuels offered in many countries, including the United States, Brazil, Argentina and many
European countries. Furthermore, in several countries, governmental authorities are mandating biofuels use in transport fuel at specified levels.
As such, the markets for agricultural commodities used in the production of biofuels have become increasingly affected by the growth of the
biofuels industry and related legislation.
Environmental Matters and Sustainability
We incorporate a commitment to sustainability into many of the areas of our business; from how we plan and develop our strategic goals
and operate our facilities, to how we do business with our suppliers and customers and engage with our communities. Our philosophy is to
"Act, Conserve and Engage" and our efforts include policies and initiatives to reduce deforestation, conserve resources in our operations and
engage across our sector to address the sustainability challenges in the agribusiness and food value chain.
We are subject to various environmental protection and occupational health and safety laws and regulations in the countries in which we
operate. Our operations may emit or release certain
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substances, which may be regulated or limited by applicable laws and regulations. In addition, we handle and dispose of materials and wastes
classified as hazardous or toxic by one or more regulatory agencies. Our operations are also subject to laws relating to environmental licensing
of facilities, restrictions on land use in certain protected areas, forestry reserve requirements, limitations on the burning of sugarcane and water
use. We incur costs to comply with health, safety and environmental regulations applicable to our activities and have made and expect to make
substantial capital expenditures on an ongoing basis to continue to ensure our compliance with environmental laws and regulations. However,
due to our extensive operations across multiple industries and jurisdictions globally, we are exposed to the risk of claims and liabilities under
environmental regulations. Violation of these laws and regulations can result in substantial fines, administrative sanctions, criminal penalties,
revocations of operating permits and/or shutdowns of our facilities.
Additionally, our business could be affected in the future by regulation or taxation of greenhouse gas emissions or policies related to
national emission reduction plans. It is difficult to assess the potential impact of any resulting regulation of greenhouse gas emissions. Potential
consequences could include increased energy, transportation and raw material costs, and we may be required to make additional investments to
modify our facilities, equipment and processes. As a result, the effects of additional climate change regulatory initiatives could have adverse
impacts on our business and results of operations. Compliance with environmental laws and regulations did not materially affect our earnings
or competitive position in 2016.
Employees
As of December 31, 2016, we had approximately 32,000 employees. Many of our employees are represented by labor unions, and their
employment is governed by collective bargaining agreements. In general, we consider our employee relations to be good.
Available Information
Our website address is www.bunge.com. Through the "Investors: SEC Filings" section of our website, it is possible to access our periodic
report filings with the Securities and Exchange Commission ("SEC") pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), including our Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on
Form 8-K, and any amendments to those reports. These reports are made available free of charge. Also, filings made pursuant to Section 16 of
the Exchange Act with the SEC by our executive officers, directors and other reporting persons with respect to our common shares are made
available, free of charge, through our website. Our periodic reports and amendments and the Section 16 filings are available through our
website as soon as reasonably practicable after such report, amendment or filing is electronically filed with or furnished to the SEC.
Through the "Investors: Corporate Governance" section of our website, it is possible to access copies of the charters for our Audit
Committee, Compensation Committee, Finance and Risk Policy Committee, Corporate Governance and Nominations Committee and
Sustainability and Corporate Responsibility Committee. Our corporate governance guidelines and our Code of Conduct are also available in
this section of our website. Each of these documents is made available, free of charge, through our website.
The foregoing information regarding our website and its content is for your convenience only. The information contained in or connected
to our website is not deemed to be incorporated by reference in this report or filed with the SEC.
In addition, you may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549 and may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC maintains a
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website that contains reports, proxy and information statements, and other information regarding issuers that file electronically. The SEC
website address is www.sec.gov.
Executive Officers and Key Employees of the Company
Set forth below is certain information concerning the executive officers and key employees of the company.
Name
Position
Soren
Schroder
Chief Executive Officer
Todd
Bastean
Chief Executive Officer, Bunge North America
Thomas
Boehlert
Executive Vice President—Chief Financial Officer
Deborah
Borg
Executive Vice President—Chief Human Resources Officer
Gordon
Hardie
Managing Director, Food & Ingredients
Enrique
Humanes
Chief Executive Officer, Bunge Southern Cone
Tommy
Jensen
Chief Executive Officer, Bunge Europe, Middle East & Africa
David
Kabbes
General Counsel and Managing Director, Corporate Affairs
Pierre
Mauger
Chief Development Officer
Raul
Padilla
Chief Executive Officer, Bunge Brazil and Managing Director,
Sugar & Bioenergy
Brian
Thomsen
Managing Director, Bunge Global Agribusiness and Chief
Executive Officer, Bunge Product Lines
Soren Schroder, 55 —Mr. Schroder has been our Chief Executive Officer since June 1, 2013. Prior to his current position, he was the
Chief Executive Officer of Bunge North America since April 2010. Previously, he served as Vice President of Agribusiness for Bunge Europe
since June 2006 and in a variety of agribusiness leadership roles at the company in the United States and Europe since joining Bunge in 2000.
Prior to joining Bunge, he worked for over 15 years at Continental Grain and Cargill. Mr. Schroder is a member of Rabobank International's
North American Agribusiness Advisory Board. He holds a bachelor's degree in Economics from Connecticut College.
Todd Bastean, 50 —Mr. Bastean became Chief Executive Officer, Bunge North America, in June 2013. He started his career at Bunge in
1994 and became Chief Financial Officer of Bunge North America in 2010. Before assuming that role, he served as Vice President and General
Manager of Bunge North America's Milling and Biofuels business units, and as Vice President and Chief Administrative Officer of its Grain
and Milling business units. He also held positions in strategic planning and auditing. Prior to joining Bunge, he worked for KPMG Peat
Marwick. Mr. Bastean holds a B.S. in Accounting from Western Illinois University.
Thomas Boehlert , 57 —Mr. Boehlert assumed the role of Chief Financial Officer on January 1, 2017. Previously, he was Chief
Executive Officer, President and a Director of First Nickel Inc. from 2011 to 2015. First Nickel entered Canadian receivership in August 2015.
Prior to that, he was Chief Financial Officer for Kinross Gold Corporation from 2006 to 2011 and served as Chief Financial Officer for several
energy companies, including Texas Genco, Direct Energy and Sithe Energies, Inc. Previously, Mr. Boehlert spent 14 years in banking with
Credit Suisse, where his focus was on the electric power, natural resources and infrastructure sectors, and where he built and headed the firm's
London-based project finance business covering Europe, Africa and the Middle East. He started his career as an auditor at a KPMG
predecessor firm in 1983. Mr. Boehlert is a Certified Public
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Accountant and holds a B.A. in Accounting from Indiana University and an M.B.A. in Finance from New York University.
Deborah Borg, 40 —Ms. Borg assumed the role of Chief Human Resources Officer in January 2016. She joined Bunge from Dow
Chemical, where she served as President Dow USA, a role in which she was responsible for regional business strategy and external
relationships with customers, government organizations and joint venture partners. She started her career at Dow in 2000 as Human Resources
Manager for Australia / New Zealand, and went on to hold regional and business HR roles in Asia, Europe and North America. She also served
as Global HR Director, Marketing and Sales, and led the Human Capital Planning and Development function for Dow focusing on talent
acquisition, retention, diversity and development. Previously, Ms. Borg served in HR and talent development roles with General Motors
Australia. She holds a Bachelor of Business Management in Human Resources and a Master in Training and Change Management from
Victoria University, Australia.
Gordon Hardie, 53 —Mr. Hardie has served as Managing Director, Food & Ingredients since July 2011. Prior to joining Bunge,
Mr. Hardie founded Morningside Partners, a corporate strategy and M&A advisory firm focused on the food and beverage industries in 2009.
Prior to that, from 2003 to 2009, he led the Fresh Baking Division of Goodman Fielder Ltd, the leading producer of bakery brands in Australia
and New Zealand, and held leadership roles at companies in a variety of international markets, including as Group General Manager,
Marketing at Southcorp Wines; Vice President, Asia-Pacific, Middle East and Africa at Fosters Group International; and Regional Director,
Americas & Asia-Pacific at Pernod Ricard. He holds a Bachelor's degree in European Language and Psychology from the National University
of Ireland, University College Cork and an M.B.A. from the University College Dublin, Michael Smurfit Graduate School of Business.
Enrique Humanes, 57 —Mr. Humanes has served as Chief Executive Officer of Bunge Argentina since February 2011 and previously
served as interim Chief Executive Officer of Bunge Argentina since July 2010. He started his career at the company in 2000 as the Operations
Director of Bunge Argentina. Prior to joining Bunge, he served in industrial roles at Unilever and Dow Chemical. He holds an undergraduate
degree in chemical engineering from the Technology University of Rosario, a postgraduate degree in Process Management Administration
from Rice University and an M.B.A. from IDEA in Argentina.
Tommy Jensen, 55 —Mr. Jensen has served as Chief Executive Officer of Bunge Europe, Middle East and Africa ("Bunge EMEA") since
May 2012 and previously served as Bunge EMEA's Chief Operating Officer, Vice President, Northern and Central Europe and Managing
Director, Poland. Prior to joining Bunge in 2003, he held leadership positions at Animex S.A. in Poland, a subsidiary of Smithfield Foods,
Continental Grain in Poland and Germany, and Jyske Bank A/S in Denmark. He has a Bachelor's degree in Finance from Aarhus School of
Business at Aarhus University, Denmark, and has completed the Advanced Management Program at Harvard Business School.
David Kabbes, 54 —Mr. Kabbes became General Counsel and Managing Director, Corporate Affairs in February 2015 after serving as
Senior Vice President, Corporate and Legal Affairs for Bunge North America since 2000, where he oversaw the legal, government and industry
affairs, communications, foreign trade support and environmental functions. Prior to joining Bunge in 2000, he was Executive Vice President,
Secretary and General Counsel at Purina Mills, a corporate attorney at Koch Industries, Inc., a partner at Schiff Hardin & Waite and an
associate at Thompson Coburn. He received a bachelor's degree in business from Quincy University and a law degree from the University of
Illinois.
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Pierre Mauger, 44 —Mr. Mauger has served as Chief Development Officer since September 2013. Prior to joining Bunge, Mr. Mauger
was a partner at McKinsey & Company, where he led the firm's agriculture service line in Europe, the Middle East and Africa from 2009 to
2013, overseeing client relationships with leading global companies in the commodity processing and trading, agrochemicals and fertilizer
sectors, as well as with governments. Prior to that, he served as a partner in the firm's consumer goods practice. He joined McKinsey as an
associate in 2000. Mr. Mauger previously worked as an auditor at Nestlé and KPMG. He holds a B.Sc. in Economics and Business Finance
from Brunel University in the United Kingdom and an M.B.A. from INSEAD.
Raul Padilla, 61 —Mr. Padilla became Chief Executive Officer of Bunge Brazil in May 2014. He has also served as Managing Director,
Sugar and Bioenergy, since September 2014. Prior to that, he served as Managing Director, Bunge Global Agribusiness and Chief Executive
Officer, Bunge Product Lines since July 2010. Prior to that, he was Chief Executive Officer of Bunge Argentina since 1999, having joined the
company in 1997 as Commercial Director. Mr. Padilla has over 30 years of experience in the oilseed processing and grain handling industries
in Argentina, beginning his career with La Plata Cereal in 1977. He has served as President of the Argentine National Oilseed Crushers
Association, Vice President of the International Association of Seed Crushers and Director of the Buenos Aires Cereal Exchange and the
Rosario Futures Exchange. Mr. Padilla is a graduate of the University of Buenos Aires.
Brian Thomsen, 50 —Mr. Thomsen became Managing Director, Bunge Global Agribusiness and Chief Executive Officer, Bunge Product
Lines in May 2014. Previously, he served as Managing Director, Global Grains and Oilseeds Product Lines. He joined the company in 2004 as
Director, Grains Product Line. Prior to Bunge, Mr. Thomsen was Managing Director, Dry Commodity Trading at Nidera, and previously
served in global trading and management roles at Cargill. He started his career in 1988 at Aarhus Oil, a Danish crush and refining company,
and is a graduate of the International Academy of Business in Aarhus, Denmark.
Item 1A.
Risk Factors
Risk Factors
Our business, financial condition or results of operations could be materially adversely affected by any of the risks and uncertainties
described below. Additional risks not presently known to us, or that we currently deem immaterial, may also impair our financial condition and
business operations. See "Cautionary Statement Regarding Forward Looking Statements."
Risks Relating to Our Business and Industries
Adverse weather conditions, including as a result of future climate change, may adversely affect the availability, quality and price of
agricultural commodities and agricultural commodity products, as well as our operations and operating results.
Adverse weather conditions have historically caused volatility in the agricultural commodity industry and consequently in our operating
results by causing crop failures or significantly reduced harvests, which may affect the supply and pricing of the agricultural commodities that
we sell and use in our business, reduce demand for our fertilizer products and negatively affect the creditworthiness of agricultural producers
who do business with us.
Additionally, our sugar production depends on the volume and sucrose content of the sugarcane that we cultivate or that is supplied to us
by third-party growers. Both sugarcane crop yields and sucrose content depend significantly on weather conditions, such as rainfall and
prevailing temperatures, which can vary substantially. Adverse weather conditions can also impair our ability to harvest and transport
sugarcane to our mills, leading to decreased productivity and higher production
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costs. As a result, unfavorable weather conditions have had and could in the future have a material adverse effect on our sugar operations.
Severe adverse weather conditions, such as hurricanes or severe storms, may also result in extensive property damage, extended business
interruption, personal injuries and other loss and damage to us. Our operations also rely on dependable and efficient transportation services. A
disruption in transportation services, as a result of weather conditions or otherwise, may also significantly adversely impact our operations.
Additionally, the potential physical impacts of climate change are uncertain and may vary by region. These potential effects could include
changes in rainfall patterns, water shortages, changing sea levels, changing storm patterns and intensities, and changing temperature levels that
could adversely impact our costs and business operations, the location and costs of global agricultural commodity production and the supply
and demand for agricultural commodities. These effects could be material to our results of operations, liquidity or capital resources.
We face intense competition in each of our businesses.
We face significant competition in each of our businesses and we have numerous competitors, some of which are larger and have greater
financial resources than we have. As many of the products we sell are global commodities, the markets for our products are highly price
competitive and in many cases sensitive to product substitution. In addition, to compete effectively, we must continuously focus on improving
efficiency in our production and distribution operations, as well as developing and maintaining appropriate market share and customer
relationships. We also compete for talent in our industries, particularly commercial personnel. Competition could cause us to lose market share
and talented employees, exit certain lines of business, increase marketing or other expenditures or reduce pricing, each of which could have an
adverse effect on our business and profitability.
We are subject to fluctuations in agricultural commodity and other raw material prices caused by other factors outside of our control that
could adversely affect our operating results.
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, government agriculture programs and policies, global inventory levels, demand for
biofuels, weather and crop conditions and demand for and supply of, competing commodities and substitutes. These factors may cause
volatility in our operating results.
Our fertilizer business may also be adversely affected by fluctuations in the prices of agricultural commodities and fertilizer raw materials
that are caused by market factors beyond our control. Increases in fertilizer prices due to higher raw material costs have in the past and could in
the future adversely affect demand for our fertilizer products. Additionally, as a result of competitive conditions in our Food and Ingredients
and Fertilizer segments, we may not be able to recoup increases in raw material costs through increases in sales prices for our products, which
may adversely affect our profitability.
We are vulnerable to the effects of supply and demand imbalances in our industries .
Historically, the market for some of our agricultural commodities and fertilizer products has been cyclical, with periods of high demand
and capacity utilization stimulating new plant investment and the addition of incremental processing or production capacity by industry
participants to meet the demand. The timing and extent of this expansion may then produce excess supply conditions in the market, which, until
the supply/demand balance is again restored, negatively impacts product prices and operating results. During times of reduced market demand,
we may suspend or reduce production at
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some of our facilities. The extent to which we efficiently manage available capacity at our facilities will affect our profitability.
Fluctuations in energy prices could adversely affect our operating results.
Our operating costs and selling prices of certain of our products are sensitive to changes in energy prices. Our industrial operations utilize
significant amounts of electricity, natural gas and coal, and our transportation operations are dependent upon diesel fuel and other
petroleum-based products. Significant increases in the cost of these items could adversely affect our operating costs and results.
We also sell certain biofuel products, such as ethanol and biodiesel, which are closely related to, or may be substituted for, petroleum
products. As a result, the selling prices of ethanol and biodiesel can be impacted by the selling prices of oil, gasoline and diesel fuel. In turn, the
selling prices of the agricultural commodities and commodity products that we sell, such as corn and vegetable oils that are used as feedstocks
for biofuels, are also sensitive to changes in the market price for biofuels, and consequently world petroleum prices as well. Prices for
petroleum products and biofuels are affected by market factors and government fuel policies, over which we have no control. Lower prices for
oil, gasoline or diesel fuel could result in decreased selling prices for ethanol, biodiesel and their raw materials, which could adversely affect
our revenues and operating results. Additionally, the prices of sugar and sugarcane-based ethanol are also correlated, and, therefore, a decline
in world sugar prices may also adversely affect the selling price of the ethanol we produce in Brazil.
We are subject to global and regional economic downturns and related risks.
The level of demand for our products is affected by global and regional demographic and macroeconomic conditions, including population
growth rates and changes in standards of living. A significant downturn in global economic growth, or recessionary conditions in major
geographic regions, may lead to reduced demand for agricultural commodities, which could adversely affect our business and results of
operations.
Additionally, weak global economic conditions and adverse conditions in global financial and capital markets, including 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
some of our customers, suppliers and other counterparties, which in turn may negatively impact our financial condition and results of
operations. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Item 7A. Quantitative
and Qualitative Disclosures About Market Risk" for more information.
For example, after a period of accelerated economic expansion, Brazil's economic growth rates began to decline over the past four years,
with the country experiencing recessions in 2015 and 2016, while facing increasing inflation. Weak macroeconomic conditions in Brazil are
expected to continue into 2017. At the same time, ongoing, high profile political corruption scandals have led to criminal charges being filed
against various prominent business and political figures in Brazil, and proceedings regarding the violation of federal budget laws resulted in the
impeachment of former Brazilian President Dilma Rousseff. The weakened economic and political situation and outlook in Brazil has
adversely affected consumer confidence levels and spending, which has led to significantly reduced demand for products in our Food and
Ingredients businesses in the country. The timing of any economic improvement is uncertain, and there can be no assurance that economic and
political conditions will not deteriorate further in the near term. Additionally, a slowdown in China's economy over a prolonged period could
lead to reduced demand for agricultural commodities. To the extent that such economic and political conditions negatively impact consumer
and business confidence and consumption patterns or volumes, our business and results of operations could be significantly and adversely
affected.
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We are subject to economic, political and other risks of doing business globally and in emerging markets.
We are a global business with a substantial majority of our assets and operations located outside the United States. In addition, part of our
strategy involves expanding our business in several emerging market regions, including Eastern Europe, Asia-Pacific, the Middle East and
Africa. Volatile international economic, political and market conditions may have a negative impact on our operating results and our ability to
achieve our business strategies.
Due to the international nature of our business, we are exposed to currency exchange rate fluctuations. Changes in exchange rates between
the U.S. dollar and other currencies, particularly the Brazilian real , the Argentine peso , the euro and certain Eastern European currencies
affect our revenues and expenses that are denominated in local currencies, affect farm economics in those regions and may also have a negative
impact on the value of our assets located outside of the United States.
We are also exposed to other risks of international operations, including:
•
adverse trade policies or trade barriers on agricultural commodities and commodity products;
•
inflation and hyperinflationary economic conditions and adverse economic effects resulting from governmental attempts to control
inflation, such as imposition of wage and price controls and higher interest rates;
•
changes in laws and regulations or their interpretation or enforcement in the countries where we operate, such as tax laws,
including the risk of future adverse tax regulation in the United States relating to our status as a Bermuda company;
•
difficulties in enforcing agreements or judgments and collecting receivables in foreign jurisdictions;
•
sovereign risk;
•
exchange controls or other currency restrictions and limitations on the movement of funds, such as on the remittance of dividends
by subsidiaries;
•
inadequate infrastructure;
•
government intervention, including through expropriation, or regulation of the economy or natural resources, including restrictions
on foreign ownership of land or other assets;
•
the requirement to comply with a wide variety of foreign and United States laws and regulations that apply to international
operations, including, without limitation, economic sanctions regulations, labor laws, import and export regulations,
anti-corruption and anti-bribery laws, as well as other laws or regulations discussed in this "Item 1A. Risk Factors" section;
•
challenges in maintaining an effective internal control environment with operations in multiple international locations, including
language differences, varying levels of U.S. Generally Accepted Accounting Principles ("U.S. GAAP") expertise in international
locations and multiple financial information systems; and
•
labor disruptions, civil unrest, significant political instability, wars or other armed conflict or acts of terrorism.
These risks could adversely affect our operations, business strategies and operating results. Additionally, recent events, including the 2016
U.S. presidential election and potential future changes in U.S. and global trade policies are creating a level of uncertainty for multinational
companies. As we continue to operate and expand our business globally, our success will depend, in part, on our ability to anticipate, respond
to and effectively manage these and other changes and risks.
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Government policies and regulations, particularly those affecting the agricultural sector and related industries, could adversely affect our
operations and profitability.
Agricultural commodity production and trade flows are significantly affected by government policies and regulations. Governmental
policies affecting the agricultural industry, such as taxes, tariffs, duties, subsidies, import and export restrictions on agricultural commodities
and commodity products and energy policies (including biofuels mandates), can influence industry profitability, the planting of certain crops
versus other uses of agricultural resources, the location and size of crop production, whether unprocessed or processed commodity products are
traded and the volume and types of imports and exports. In addition, international trade disputes can adversely affect agricultural commodity
trade flows by limiting or disrupting trade between countries or regions.
Increases in prices for, among other things, food, fuel and crop inputs, such as fertilizers, have become the subject of significant discussion
by governmental bodies and the public throughout the world in recent years. In some countries, this has led to the imposition of policies such as
price controls, tariffs and export restrictions on agricultural commodities. Additionally, continuing efforts to change the regulation of financial
markets, including the U.S. Dodd-Frank Act and European regulations, may subject large users of derivatives, such as Bunge, to extensive new
oversight and regulation. Such initiatives could impose significant additional costs on us, including operating and compliance costs, and could
materially affect the availability, as well as the cost and terms, of certain transactions. Future governmental policies, regulations or actions
affecting our industries may adversely affect the supply of, demand for and prices of our products, restrict our ability to do business and cause
our financial results to suffer.
Increases in commodity prices can increase the scrutiny to which we are subject under antitrust laws.
We are subject to antitrust and competition laws in various countries throughout the world. We cannot predict how these laws or their
interpretation, administration and enforcement will change over time, particularly in periods of significant price increases in our industries.
Changes or developments in antitrust laws globally, or in their interpretation, administration or enforcement, may limit our existing or future
operations and growth. Increases in food and fertilizer prices have in the past resulted in increased scrutiny of our industries under antitrust and
competition laws in Europe, Brazil and other jurisdictions and increase the risk that these laws could be interpreted, administered or enforced in
a manner that could affect our operations or impose liability on us in a manner that could have a material adverse effect on our operating results
and financial condition.
We may be adversely affected by a shortage of sugarcane or by high sugarcane costs.
Sugarcane is our principal raw material used in the production of ethanol and sugar. Our ability to secure an adequate supply of sugarcane
depends on our ability to negotiate and maintain satisfactory land rights and supply contracts with third parties. Currently, approximately 94%
of the land we use for sugarcane supply is not owned by us, with such land typically managed through agricultural partnership agreements
having an average remaining term of four years. We cannot guarantee that these agreements will be renewed after their respective terms or that
any such renewals will be on terms and conditions satisfactory to us. A significant shortage of sugarcane supply or increase in the cost of
available sugarcane, including as a result of the termination of our partnership or supply contracts or the inability to enter into alternative
arrangements on economic terms, would likely have an adverse effect on our business and financial performance, and such effect could be
material.
We may not realize the anticipated benefits of acquisitions, divestitures or joint ventures.
We have been an active acquirer of other companies, and we have joint ventures with several partners. Part of our strategy involves
acquisitions, alliances and joint ventures designed to expand and
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enhance our business. Our ability to benefit from acquisitions, joint ventures and alliances depends on many factors, including our ability to
identify suitable prospects, access funding sources on acceptable terms, negotiate favorable transaction terms and successfully consummate and
integrate any businesses we acquire. In addition, we may decide, from time to time, to divest certain of our assets or businesses. Our ability to
successfully complete a divestiture will depend on, among other things, our ability to identify buyers that are prepared to acquire such assets or
businesses on acceptable terms and to adjust and optimize our retained businesses following the divestiture.
Our acquisition or divestiture activities may involve unanticipated delays, costs and other problems. If we encounter unexpected problems
with one of our acquisitions, alliances or divestitures, our senior management may be required to divert attention away from other aspects of
our businesses to address these problems. Additionally, we may fail to consummate proposed acquisitions or divestitures, after incurring
expenses and devoting substantial resources, including management time, to such transactions.
Acquisitions also pose the risk that we may be exposed to successor liability relating to actions by an acquired company and its
management before the acquisition. The due diligence we conduct in connection with an acquisition, and any contractual guarantees or
indemnities that we receive from the sellers of acquired companies, may not be sufficient to protect us from, or compensate us for, actual
liabilities. A material liability associated with an acquisition could adversely affect our reputation and results of operations and reduce the
benefits of the acquisition. 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 resulting from the completion and integration of a sizeable
acquisition, the need to fund increased capital expenditures and working capital requirements, our ability to retain and motivate employees of
acquired entities and other unanticipated problems and liabilities.
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 environmental or litigation matters, associated with the assets or businesses that we sell. The
magnitude of any such retained liability or indemnification obligation may be difficult to quantify at the time of the transaction, and its cost to
us could ultimately exceed the proceeds we receive for the divested assets or businesses. Divestitures also have other inherent risks, including
possible delays in closing transactions (including potential difficulties in obtaining regulatory approvals), the risk of lower-than-expected sales
proceeds for the divested businesses and unexpected costs or other difficulties associated with the separation of the businesses to be sold from
our information technology and other systems and management processes, including the loss of key personnel. Additionally, expected cost
savings or other anticipated efficiencies or benefits from divestitures may also be difficult to achieve or maximize.
Additionally, we have several joint ventures and investments where we may have limited control over governance, financial reporting and
operations. As a result, we face certain operating, financial and other risks relating to these investments, including risks related to the financial
strength of our joint venture partners or their willingness to provide adequate funding for the joint venture, having differing objectives from our
partners, the inability to implement some actions with respect to the joint venture's activities that we may believe are favorable if the joint
venture partner does not agree, compliance risks relating to actions of the joint venture or our partners and the risk that we will be unable to
resolve disputes with the joint venture partner. As a result, these investments may contribute significantly less than anticipated to our earnings
and cash flows.
We are subject to industry and other risks that could adversely affect our reputation and financial results.
We are subject to food and feed industry risks which include, but are not limited to, spoilage, contamination, tampering or other
adulteration of products, product liability claims and recalls and
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government regulation, regarding matters such as food and feed safety, nutritional standards and genetically modified organisms. We are also
subject to shifts in customer and consumer preferences and concerns regarding the outbreak of disease associated with livestock and poultry,
including avian or swine influenza. These risks could not only adversely affect our business and operating results but also our corporate
reputation.
As a company whose products comprise staple food and feed products sold globally, maintaining a good corporate reputation is critical to
our continued success. Reputational value is based in large part on perceptions, which can shift rapidly in response to negative incidents. The
failure or alleged failure to maintain high standards for quality, safety, integrity, environmental sustainability and social responsibility,
including with respect to raw materials and services obtained from suppliers, even if untrue, may result in tangible effects, such as reduced
demand for our products, disruptions to our operations, increased costs and loss of market share to competitors. Our reputation and results of
operations could also be adversely impacted by changing consumer preferences and perceptions relating to some of the products we sell, such
as with regard to the quantity and type of fats, sugars and grains consumed as well as concerns regarding genetically modified crops. Failure to
anticipate, adapt or respond effectively to these trends or issues may result in material adverse effects on our business, financial condition, and
results of operations.
We are subject to environmental, health and safety regulation in numerous jurisdictions. We may be subject to substantial costs, liabilities
and other adverse effects on our business relating to these matters.
Our operations are regulated by environmental, health and safety laws and regulations in the countries where we operate, including those
governing the labeling, use, storage, discharge and disposal of hazardous materials. These laws and regulations require us to implement
procedures for the handling of hazardous materials and for operating in potentially hazardous conditions and they impose liability on us for the
cleanup of environmental contamination. 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 liabilities for past operations at current facilities and in some
cases to liabilities for past operations at facilities that we no longer own or operate. We may also be subject to liabilities for operations of
acquired companies. We may incur material costs or liabilities to comply with environmental, health and safety requirements. In addition, our
industrial activities can result in serious accidents that could result in personal injuries, facility shutdowns, reputational harm to our business
and/or the expenditure of significant amounts to remediate safety issues or repair damaged facilities.
In addition, continued government and public emphasis in countries where we operate on environmental issues, including climate change,
conservation and natural resource management, have resulted in and could result in new or more stringent forms of regulatory oversight of our
industries, including increased environmental controls, land-use restrictions affecting us or our suppliers and other conditions that could have a
material adverse effect on our business, financial condition and results of operations. For example, certain aspects of our business and the larger
food production chain generate carbon emissions. The imposition of regulatory restrictions on greenhouse gas emissions, which may include
limitations on greenhouse gas emissions, other restrictions on industrial operations, taxes or fees on greenhouse gas emissions and other
measures, could affect land-use decisions, the cost of agricultural production and the cost and means of processing and transporting of our
products, which could adversely affect our business, cash flows and results of operations.
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We are exposed to credit and counterparty risk relating to our customers in the ordinary course of business. In particular, we advance
capital and provide other financing arrangements to farmers in Brazil and, as a result, our business and financial results may be adversely
affected if these farmers are unable to repay the capital advanced to them.
We have various credit terms with customers, and our customers have varying degrees of creditworthiness, which exposes us to the risk of
non-payment or other default under our contracts and other arrangements with them. In the event that we experience significant defaults on
their payment obligations to us, our financial condition, results of operations or cash flows could be materially and adversely affected.
In Brazil, where there are limited third-party financing sources available to farmers, we provide financing to farmers from whom we
purchase soybeans and other agricultural commodities through prepaid commodity purchase contracts and advances, which are generally
intended to be short-term in nature and are typically secured by the farmer's crop and a mortgage on the farmer's land and other assets to
provide a means of repayment in the potential event of crop failure or shortfall. At December 31, 2016 and 2015, respectively, we had
approximately $966 million and $847 million in outstanding prepaid commodity purchase contracts and advances to farmers. We are exposed
to the risk that the underlying crop will be insufficient to satisfy a farmer's obligation under the financing arrangements as a result of weather
and crop growing conditions, and other factors that influence the price, supply and demand for agricultural commodities. In addition, any
collateral held by us as part of these financing transactions may not be sufficient to fully protect us from loss.
We are a capital intensive business and depend on cash provided by our operations as well as access to external financing to operate and
expand our business.
We require significant amounts of capital to operate our business and fund capital expenditures. In addition, our working capital needs are
directly affected by the prices of agricultural commodities, with increases in commodity prices generally causing increases in our borrowing
levels. We are also required to make substantial capital expenditures to maintain, upgrade and expand our extensive network of storage
facilities, processing plants, refineries, mills, logistics assets and other facilities to keep pace with competitive developments, technological
advances and safety and environmental standards. Furthermore, the expansion of our business and pursuit of acquisitions or other business
opportunities may require us to have access to significant amounts of capital. If we are unable to generate sufficient cash flows or raise
sufficient external financing on attractive terms to fund these activities, including as a result of a tightening in the global credit markets, we
may be forced to limit our operations and growth plans, which may adversely impact our competitiveness and, therefore, our results of
operations.
As of December 31, 2016, we had $5,015 million unused and available borrowing capacity under various committed long-term credit
facilities and $4,264 million in total debt. Our debt could limit our ability to obtain additional financing, limit our flexibility in planning for, or
reacting to, changes in the markets in which we compete, place us at a competitive disadvantage compared to our competitors that are less
leveraged than we are and require us to dedicate more cash on a relative basis to servicing our debt and less to developing our business. This
may limit our ability to run our business and use our resources in the manner in which we would like. Furthermore, difficult conditions in
global credit or financial markets generally could adversely impact our ability to refinance maturing debt or the cost or other terms of such
refinancing, as well as adversely affect the financial position of the lenders with whom we do business, which may reduce our ability to obtain
financing for our operations. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity
and Capital Resources."
Our credit ratings are important to our liquidity. While our debt agreements do not have any credit rating downgrade triggers that would
accelerate the maturity of our debt, a reduction in our
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credit ratings would increase our borrowing costs and, depending on their severity, could impede our ability to obtain credit facilities or access
the capital markets in the future on favorable terms. A significant increase in our borrowing costs could impair our ability to compete
effectively in our business relative to competitors with higher credit ratings.
Our risk management strategies may not be effective.
Our business is affected by fluctuations in agricultural commodity prices, transportation costs, energy prices, interest rates and foreign
currency exchange rates. We engage in hedging transactions to manage these risks. However, our exposures may not always be fully hedged
and our hedging strategies may not be successful in minimizing our exposure to these fluctuations. In addition, our risk management strategies
may seek to position our overall portfolio relative to expected market movements. While we have implemented a broad range of control
procedures and policies to mitigate potential losses, they may not in all cases successfully protect us from losses that have the potential to
impair our financial position. See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk."
We may not be able to achieve the efficiencies, savings and other benefits anticipated from our cost reduction, margin improvement and
other business optimization initiatives.
We are continually implementing programs throughout the company to reduce costs, increase efficiencies and enhance our business.
Initiatives currently in process or implemented in the past several years include the outsourcing of certain administrative activities in several
regions, the rationalization of manufacturing operations globally, including the closing of facilities, and the implementation of operational
improvement program in our Food and Ingredients businesses. Unexpected delays, increased costs, adverse effects on our internal control
environment, inability to retain and motivate employees or other challenges arising from these initiatives could adversely affect our ability to
realize the anticipated savings or other intended benefits of these activities.
The loss of or a disruption in our manufacturing and distribution operations or other operations and systems could adversely affect our
business.
We are engaged in manufacturing and distribution activities on a global scale, and our business depends on our ability to execute and
monitor, on a daily basis, a significant number of transactions across numerous markets or geographies. 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
and disruptions in logistics or information systems, as well as natural disasters, pandemics, acts of terrorism and other external factors over
which we have no control. While we insure ourselves against many of these types of risks in accordance with industry standards, our level of
insurance may not cover all losses. The loss of, or damage to, any of our facilities could have a material adverse effect on our business, results
of operations and financial condition.
Our information technology systems and processes may suffer a significant breach or disruption that may adversely affect our ability to
conduct our business.
Our information technology systems, some of which are dependent on services provided by third parties, provide critical data and services
for internal and external users, including procurement and inventory management, transaction processing, financial, commercial and
operational data, human resources management, legal and tax compliance information and other information and processes necessary to operate
and manage our business. Our information technology and infrastructure may experience attacks by hackers, breaches or other failures or
disruptions that could compromise our systems and the information stored there. While we have implemented security measures and disaster
recovery plans designed to protect the security and continuity of our networks and critical systems,
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these measures may not adequately prevent adverse events such as breaches or failures from occurring or mitigate their severity if they do
occur. If our information technology systems are breached, damaged or fail to function properly due to any number of causes, such as security
breaches or cyber based attacks, systems implementation difficulties, catastrophic events or power outages, and our security, contingency
disaster recovery or other risk mitigation plans do not effectively mitigate these occurrences on a timely basis, we may experience a material
disruption in our ability to manage our business operations, as well as significant costs and lost business opportunities until they are
remediated. We may also be subject to legal claims or proceedings, liability under laws that protect the privacy of personal information,
potential regulatory penalties and damage to our reputation. These impacts may adversely impact our business, results of operations and
financial condition, as well as our competitive position.
Changes in tax laws or exposure to additional tax liabilities could have a material impact on our financial condition and results of
operations
We are subject to income taxes as well as non-income taxes in various jurisdictions throughout the world. Tax authorities may disagree
with certain positions we have taken and assess additional taxes, along with interest and penalties. We regularly assess the likely outcomes of
these audits in order to assess the appropriateness of our tax assets and liabilities. However, the calculation of such liabilities involves
significant judgment in the interpretation of complex tax regulations in many jurisdictions. Therefore, any dispute with a taxing authority may
result in a payment or outcome that is significantly different from current estimates. There can be no assurance that we will accurately predict
the outcomes of these audits and the actual outcomes of these audits could have a material impact on our consolidated earnings and financial
condition in the periods in which they are recognized.
Additionally, changes in tax laws could materially impact our tax rate and the monetization of recoverable tax assets (indirect tax credits).
For example, various proposals involving U.S. corporate tax reform could have a material impact on our financial condition and results of
operations. The recent efforts in corporate tax transparency by the Organization of Economic Cooperation and Development ("OECD")
resulting in additional mandated disclosures will likely cause additional scrutiny on the Company's tax positions and potentially increased tax
liabilities.
Risks Relating to Our Common Shares
We are a Bermuda company, and it may be difficult to enforce judgments against us and our directors and executive officers.
We are a Bermuda exempted company. As a result, the rights of holders of our common shares will be governed by Bermuda law and our
memorandum of association and bye-laws. The rights of shareholders under Bermuda law may differ from the rights of shareholders of
companies or corporations incorporated in other jurisdictions, including the United States. Several of our directors and some of our officers are
non-residents of the United States, and a substantial portion of our assets and the assets of those directors and officers are located outside the
United States. As a result, it may be difficult to effect service of process on those persons in the United States or to enforce in the U.S.
judgments obtained in U.S. courts against us or those persons based on civil liability provisions of the U.S. securities laws. It is doubtful
whether courts in Bermuda will enforce judgments obtained in other jurisdictions, including the United States, against us or our directors or
officers under the securities laws of those jurisdictions or entertain actions in Bermuda against us or our directors or officers under the
securities laws of other jurisdictions.
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Our bye-laws restrict shareholders from bringing legal action against our officers and directors.
Our bye-laws contain a broad waiver by our shareholders of any claim or right of action, both individually and on our behalf, against any
of our officers or directors. The waiver applies to any action taken by an officer or director, or the failure of an officer or director to take any
action, in the performance of his or her duties, except with respect to any matter involving any fraud or dishonesty on the part of the officer or
director. This waiver limits the right of shareholders to assert claims against our officers and directors unless the act, or failure to act, involves
fraud or dishonesty.
We have anti-takeover provisions in our bye-laws that may discourage a change of control.
Our bye-laws contain provisions that could make it more difficult for a third party to acquire us without the consent of our Board of
Directors. These provisions provide for:
•
directors to be removed without cause at any special general meeting only upon the affirmative vote of at least 66% of all votes
attaching to all shares then in issue entitling the holder to attend and vote on the resolution;
•
restrictions on the time period in which directors may be nominated;
•
our Board of Directors to determine the powers, preferences and rights of our preference shares and to issue the preference shares
without shareholder approval; and
•
an affirmative vote of at least 66% of all votes attaching to all shares then in issue entitling the holder to attend and vote on the
resolution for some business combination transactions, which have not been approved by our Board of Directors.
These provisions, as well as any additional anti-takeover measures our Board of Directors could adopt in the future, could make it more
difficult for a third party to acquire us, even if the third party's offer may be considered beneficial by many shareholders. As a result,
shareholders may be limited in their ability to obtain a premium for their shares.
Item 1B.
Unresolved Staff Comments
Not applicable.
Item 2.
Properties
The following tables provide information on our principal operating facilities as of December 31, 2016.
Facilities by Business Area
Aggregate Daily
Production
Capacity
(metric tons)
Business Area
Agribusiness
Food and Ingredients
Sugar and Bioenergy
Fertilizer
146,236
101,213
112,493
16,004
25
Aggregate
Storage
Capacity
17,354,480
1,932,970
806,521
995,133
Table of Contents
Facilities by Geographic Region
Aggregate Daily
Production
Capacity
(metric tons)
Region
North America
South America
Europe
Asia-Pacific
104,972
192,999
50,246
27,729
Aggregate
Storage
Capacity
6,666,770
10,797,758
2,667,311
957,265
Agribusiness
In our Agribusiness segment, we have 174 commodity storage facilities globally that are located close to agricultural production areas or
export locations. We also have 49 oilseed processing plants globally. We have 56 merchandising and distribution offices throughout the world.
Food and Ingredients
In our Food and Ingredients businesses, we have 105 refining, packaging and milling facilities throughout the world. In addition, to
facilitate distribution in Brazil, we operate 20 distribution centers.
Sugar and Bioenergy
In our Sugar and Bioenergy segment, we have eight sugarcane mills, all of which are located in Brazil within close proximity to sugarcane
production areas. We also manage land through agricultural partnership agreements for the cultivation of sugarcane as described under "Item 1.
Business—Sugar and Bioenergy."
Fertilizer
In our Fertilizer segment, we operate four fertilizer processing and blending plants in Argentina and fertilizer ports in Brazil and
Argentina.
Other
Our corporate headquarters in White Plains, New York, occupies approximately 66,300 square feet of space under a lease that expires in
June 2025. We also own or lease other office space for our operations worldwide.
We believe that our facilities are adequate to address our operational requirements.
Item 3.
Legal Proceedings
We are subject to various legal proceedings and risks globally in the course of our business, including claims, suits, and government
investigations involving competition, tax, labor and employment, commercial disputes and other matters. Although we cannot accurately
predict the amount of any liability that may ultimately arise with respect to any of these matters, we make provisions for potential liabilities
when we deem them probable and reasonably estimable. These provisions are based on current information and legal advice and are adjusted
from time to time according to developments. We do not expect the outcome of these proceedings, net of established reserves, to have a
material adverse effect on our financial condition or results of operations. Due to their inherent uncertainty, however, there can be no assurance
as to the ultimate outcome of current or future litigation, proceedings, investigations or claims and it is possible that a resolution of one or more
such
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proceedings could result in fines and penalties that could adversely affect our business, consolidated financial position, results of operations, or
cash flows in a particular period.
For a discussion of certain legal and tax matters relating to Argentina and Brazil, see Notes 13 and 20 to our consolidated financial
statements included as part of this Annual Report on Form 10-K. Additionally, we are a party to a large number of labor and civil claims
relating to our Brazilian operations. We have reserved an aggregate of $76 million and $74 million for labor and civil claims, respectively, as of
December 31, 2016. The labor claims primarily relate to dismissals, severance, health and safety, salary adjustments and supplementary
retirement benefits. The civil claims relate to various legal proceedings and disputes, including disputes with suppliers and customers and
include approximately 93 million Brazilian reais (approximately $28 million as of December 31, 2016) related to a legacy environmental claim
in Brazil.
Item 4.
Mine Safety Disclosures
Not applicable.
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PART II
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
(a)
Market Information
Our common shares trade on the New York Stock Exchange under the ticker symbol "BG". The following table sets forth, for the periods
indicated, the high and low closing prices of our common shares, as reported on the New York Stock Exchange.
(US$)
High
Low
2017
First quarter (to February 17, 2017)
2016
$
77.78
$
67.81
Fourth quarter
Third quarter
Second quarter
First quarter
2015
$
73.61
66.21
67.77
66.82
$
58.64
57.76
55.62
47.79
Fourth quarter
Third quarter
Second quarter
First quarter
$
79.41
89.86
92.85
92.31
$
61.81
68.94
83.16
78.50
(b)
Approximate Number of Holders of Common Stock
To our knowledge, based on information provided by Computershare Investor Services LLC, our transfer agent, as of December 31, 2016,
we had 139,500,862 common shares outstanding, which were held by approximately 81 registered holders.
(c)
Dividends
We intend to pay cash dividends to holders of our common shares on a quarterly basis. In addition, holders of our 4.875% cumulative
convertible perpetual preference shares are entitled to annual dividends per share in the amount of $4.875 per year payable quarterly, when, as
and if declared by the Board of Directors in accordance with the terms of these shares. Any future determination to pay dividends will, subject
to the provisions of Bermuda law, be at the discretion of our Board of Directors and will depend upon then existing conditions, including our
financial condition, results of operations, contractual and other relevant legal or regulatory restrictions, capital requirements, business prospects
and other factors our Board of Directors deems relevant.
Under Bermuda law, a company's board of directors may not declare or pay dividends from time to time if there are reasonable grounds
for believing that the company is, or would after the payment be, unable to pay its liabilities as they become due or that the realizable value of
its assets would thereby be less than of its liabilities. Under our bye-laws, each common share is entitled to dividends if, as and when dividends
are declared by our Board of Directors, subject to any preferred dividend right of the holders of any preference shares. There are no restrictions
on our ability to transfer funds (other than funds denominated in Bermuda dollars) in or out of Bermuda or to pay dividends to U.S. residents
who are holders of our common shares.
We paid quarterly dividends on our common shares of $0.38 per share in the first two quarters of 2016 and $0.42 per share in the last two
quarters of 2016. We paid quarterly dividends on our common shares of $0.34 per share in the first two quarters of 2015 and $0.38 per share in
the last two quarters
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of 2015. We have declared a regular quarterly cash dividend of $0.42 per share payable on March 2, 2017 to shareholders of record on
February 16, 2017.
(d)
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth certain information, as of December 31, 2016, with respect to our equity compensation plans.
(c)
(a)
(b)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a))
Plan category
Number of Securities
to be Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
Weighted-Average
Exercise Price Per
Share of Outstanding
Options, Warrants
and Rights
Equity
compensation
plans approved
by shareholders
7,498,109 (2) $
(1)
Equity
compensation
plans not
approved by
shareholders (5)
Total
69.35 (3)
5,880,219 (4)
(7)
(8)
12,664 (6)
7,510,773
$
69.35
5,880,219
(1)
Includes our 2016 Equity Incentive Plan, 2009 Equity Incentive Plan, Equity Incentive Plan, Non-Employee Directors'
Equity Incentive Plan and 2007 Non-Employee Directors' Equity Incentive Plan.
(2)
Includes non-statutory stock options outstanding as to 5,940,719 common shares, performance-based restricted stock unit
awards outstanding as to 1,495,824 common shares and 4,025 vested and deferred restricted stock units outstanding
(including, for all restricted and deferred restricted stock unit awards outstanding, dividend equivalents payable in
common shares) under our 2009 Equity Incentive Plan. This number also includes non-statutory stock options
outstanding as to 9,100 common shares under our 2016 Equity Incentive Plan and 24,028 and 24,413 unvested restricted
stock units under our 2007 Non-Employee Directors' Equity Incentive Plan and 2016 Equity Incentive Plan, respectively.
Dividend equivalent payments that are credited to each participant's account are paid in our common shares at the time an
award is settled. Vested deferred restricted stock units are paid at the time the applicable deferral period lapses.
(3)
Calculated based on non-statutory stock options outstanding under our 2016 Equity Incentive Plan, 2009 Equity Incentive
Plan, Equity Incentive Plan and our Non-Employee Directors' Equity Incentive Plan. This number excludes outstanding
time-based restricted stock unit and performance-based restricted stock unit awards under the 2016 Equity Incentive Plan,
2009 Equity Incentive Plan and restricted and deferred restricted stock unit awards under the 2007 Non-Employee
Directors' Equity Incentive Plan.
(4)
Includes dividend equivalents payable in common shares. Shares available under our 2016 Equity Incentive Plan may be
used for any type of award authorized under the plan. Awards under the plan may be in the form of statutory or
non-statutory stock options, restricted stock units (including performance-based) or other awards that are based on the
value of our common shares. Our 2016 Equity Incentive Plan provides that the maximum number of common shares
issuable under the plan is 5,800,000, subject to adjustment in accordance with the terms of the plan. This number also
includes shares available for future issuance under our 2007 Non-Employee Directors' Equity Incentive Plan. Our 2007
Non-Employee Directors' Equity Incentive Plan provides that the maximum number of common shares issuable under the
plan may not exceed 600,000, subject to adjustment in accordance with the terms of the plan. No additional awards may
be granted under the Equity Incentive Plan and the Non-Employee Directors' Equity Incentive Plan.
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(5)
Includes our Non-Employee Directors' Deferred Compensation Plan.
(6)
Includes rights to acquire 12,664 common shares under our Non-Employee Directors' Deferred Compensation Plan
pursuant to elections by our non-employee directors.
(7)
Not applicable.
(8)
Our Non-Employee Directors' Deferred Compensation Plan does not have an explicit share limit.
(e)
Performance Graph
The performance graph shown below compares the quarterly change in cumulative total shareholder return on our common shares with the
Standard & Poor's (S&P) 500 Stock Index and the S&P Food Products Index from December 31, 2011 through the quarter ended December 31,
2016. The graph sets the beginning value of our common shares and the Indices at $100, and assumes that all dividends are reinvested. All
Index values are weighted by the capitalization of the companies included in the Index.
Comparison of 5 Year Cumulative Total Return
(f)
Purchases of Equity Securities by Registrant and Affiliated Purchasers
In May 2015, we established a new program for the repurchase of up to $500 million of our issued and outstanding common shares. The
program has no expiration date. Bunge did not repurchase any common shares during the fourth quarter ended December 31, 2016. Bunge
repurchased 3,296,230 common shares for the twelve months ended December 31, 2016 under this program for $200 million. Total repurchases
under the program from its inception in May 2015 through December 31, 2016 were 4,707,440 shares for $300 million. Bunge completed the
previous program of $975 million during the first quarter of 2015 with the repurchase of 2,460,600 common shares for $200 million.
Any repurchases may be made from time to time through a variety of means, including in the open market, in privately negotiated
transactions or through other means as determined by us, and in compliance with applicable legal requirements. The timing and number of any
shares repurchased will depend on a variety of factors, including share price and market conditions, and the program may be suspended or
discontinued at any time at our discretion.
30
Table of Contents
Item 6.
Selected Financial Data
The following table sets forth our selected historical consolidated financial information for each of the five periods indicated. You should
read this information together with "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and with
the consolidated financial statements and notes to the consolidated financial statements included elsewhere in this Annual Report on
Form 10-K.
Our consolidated financial statements are prepared in U.S. dollars and in accordance with U.S. GAAP. The selected historical financial
information as of and for the years ended December 31, 2016, 2015, 2014, 2013 and 2012 are derived from our audited consolidated financial
statements and related notes. Activities of the Fertilizer segment reported in continuing operations include our port operations in Brazil, our
fertilizer production operations in Argentina and our 50% equity interest in the Morocco joint venture through the date of its sale.
Year Ended December 31,
(US$ in millions)
2016
2015
2014
2013
2012
Consolidated
Statements of
Income Data:
Net sales
Cost of goods sold
Gross profit
Selling, general and
administrative
expenses
Interest income
Interest expense
Foreign exchange
gains (losses)
Other income
(expense)—net
Gain on disposition
of equity interests
and sale of assets
Equity investment
impairments
Goodwill and
intangible
impairments
Gain on acquisition
of controlling
interest
Income from
continuing
operations before
income tax
Income tax (expense)
benefit
Income from
continuing
operations
Income (loss) from
discontinued
operations, net of
tax
Net income
$
42,679 $
(40,269 )
43,455 $
(40,762 )
57,161 $
(54,540 )
61,347 $
(58,587 )
60,991
(58,418 )
2,410
2,693
2,621
2,760
2,573
(1,286 )
51
(234 )
(1,435 )
43
(258 )
(1,691 )
87
(347 )
(1,559 )
76
(363 )
(1,563 )
53
(294 )
(8 )
(8 )
47
53
88
12
(18 )
17
44
(92 )
122
47
—
3
85
(59 )
—
—
—
—
(12 )
(13 )
—
—
(514 )
—
—
—
—
36
996
1,051
734
1,014
372
(220 )
(296 )
(249 )
(904 )
776
755
485
110
378
35
32
97
(342 )
790
517
207
36
(9 )
767
6
Net loss (income)
attributable to
noncontrolling
interests
Net income
attributable to
Bunge
Convertible
preference share
dividends and other
obligations
Net income available
to Bunge common
shareholders
1
(22 )
$
(2 )
99
28
745
791
515
306
64
(36 )
(53 )
(48 )
(76 )
(36 )
709
$
738
31
$
467
$
230
$
28
Table of Contents
Year ended December 31,
(US$, except outstanding share
data)
2016
Per Share Data:
Earnings per common
share—basic (1)
Net income (loss) from
continuing operations
Net income (loss) from
discontinued operations
2015
5.13 $
$
(0.06 )
Net income (loss) to Bunge
common shareholders
Earnings per common
share—diluted (2)
Net income (loss) from
continuing operations
Net income (loss) from
discontinued operations
2014
2013
4.90 $
2.98 $
0.91 $
0.24
0.22
0.66
$
5.07 $
5.14 $
3.20 $
1.57 $
$
5.07 $
4.84 $
2.96 $
0.90 $
0.23
0.21
0.65
(0.06 )
Net income (loss) to Bunge
common shareholders
$
5.01 $
5.07 $
3.17 $
1.55 $
Cash dividends declared per
common share
$
1.64 $
1.48 $
1.32 $
1.17 $
Weighted-average common
shares outstanding—basic
Weighted-average common
shares
outstanding—diluted (2)
139,845,124
143,671,546
146,209,508
147,204,082
148,226,475
152,238,967
147,230,778
148,257,309
Year Ended December 31,
(US$ in millions)
Consolidated Cash Flow Data:
Cash provided by (used for)
operating activities
Cash provided by (used for)
investing activities
Cash provided by (used for)
financing activities
2016
$
1,904
2015
$
2014
610
$
(926 )
(802 )
(488 )
360
2013
1,399
$
2012
2,225
(685 )
(429 )
(1,058 )
(1,565 )
$
(457 )
(967 )
1,206
December 31,
(US$ in millions)
2016
2015
2014
2013
2012
Consolidated Balance
Sheet Data:
Cash and cash equivalents
Inventories (3)
Working capital (4)
Total assets
Short-term debt, including
current portion of
long-term debt
Long-term debt
Convertible perpetual
preference shares (2)
Common shares and
additional paid-in-capital
$
Total equity
$
934
4,773
3,408
19,188
$
411
4,466
3,576
17,914
$
362
5,554
4,377
21,425
$
742
5,796
5,237
26,771
$
569
6,590
5,703
27,266
1,195
3,069
1,517
2,926
1,002
2,848
1,465
3,169
2,317
3,518
690
690
690
690
690
5,144
5,106
5,054
4,968
4,910
7,343
$
6,652
32
$
8,690
$
10,088
$
11,255
Table of Contents
Year ended December 31,
(in millions of metric tons)
Other Data:
Volumes:
Agribusiness
Edible Oil Products
Milling Products
Total Food and Ingredients
Sugar and Bioenergy
Fertilizer
2016
2015
134.6
7.0
4.5
11.5
8.8
1.3
134.1
6.8
4.2
11.0
10.4
1.0
2014
138.7
6.9
4.5
11.4
9.7
1.1
2013
137.4
7.0
4.0
11.0
10.3
1.0
2012
132.8
6.7
4.3
11.0
8.6
1.0
(1)
Earnings per common share-basic is computed by dividing net income available to common shareholders by the
weighted-average number of common shares outstanding for the period.
(2)
Bunge has 6,900,000 4.875% cumulative convertible perpetual preference shares outstanding. Each cumulative
convertible preference share has an initial liquidation preference of $100 per share plus accumulated and unpaid
dividends up to a maximum of an additional $25 per share. As a result of adjustments made to the initial conversion price
because cash dividends paid on Bunge Limited's common shares exceeded certain specified thresholds, each cumulative
convertible preference share is convertible, at the holder's option, at any time, into approximately 1.1507 Bunge Limited
common shares (7,939,830 Bunge Limited common shares), subject to certain additional anti-dilution adjustments.
(3)
Included in inventories were readily marketable inventories of $3,855 million, $3,666 million, $4,409 million,
$4,600 million, $5,306 million at December 31, 2016, 2015, 2014, 2013 and 2012, respectively. Readily marketable
inventories are agricultural commodity inventories, such as soybeans, soybean meal, soybean oil, corn and wheat that are
readily convertible to cash because of their commodity characteristics, widely available markets and international pricing
mechanisms. Working capital is calculated as current assets less current liabilities.
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
The following should be read in conjunction with "Cautionary Statement Regarding Forward Looking Statements" and our combined
consolidated financial statements and notes thereto included in Item 15 of this Annual Report on Form 10-K.
Non-U.S. GAAP Financial Measures
Total segment earnings before interest and taxes ("EBIT") is an operating performance measure used by Bunge's management to evaluate
segment operating activities. Bunge's management believes total segment EBIT is a useful measure of operating profitability, since the measure
allows for an evaluation of the performance of its segments without regard to its financing methods or capital structure. In addition, EBIT is a
financial measure that is widely used by analysts and investors in Bunge's industries. Total Segment EBIT is a non-U.S. GAAP financial
measure and is not intended to replace net income attributable to Bunge, the most directly comparable U.S. GAAP financial measure.
Operating Results
Factors Affecting Operating Results
Bunge Limited, a Bermuda company, together with its subsidiaries, is a leading global agribusiness and food company operating in the
farm-to-consumer food chain. 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. Accordingly,
33
Table of Contents
information is included in " Segment Results " that summarizes certain items in our consolidated statements of income and volumes by
reportable segment. The common unit of measure for all reported volumes is metric tons. A description of reported volumes for each reportable
segment has also been included in the discussion of key factors affecting results of operations in each of our business segments as discussed
below.
Agribusiness
In the Agribusiness segment, we purchase, store, transport, process and sell agricultural commodities and commodity products.
Profitability in this segment is affected by the availability and market prices of agricultural commodities and processed commodity products
and the availability and costs of energy, transportation and logistics services. Profitability in our oilseed processing operations is also impacted
by volumes procured, processed and sold and by capacity utilization rates. Availability of agricultural commodities is affected by many factors,
including weather, farmer planting and selling decisions, plant diseases, governmental policies and agricultural sector economic conditions.
Reported volumes in this segment primarily reflect (i) grains and oilseeds originated from farmers, cooperatives or other aggregators and from
which "origination margins" are earned; (ii) oilseeds processed in our oilseed processing facilities and from which "crushing margins" are
earned—representing the margin from the industrial separation of the oilseed into its protein meal and vegetable oil components, both of which
are separate commodity products; and (iii) third party sales of grains, oilseeds and related commodity products merchandised through our
distribution businesses and from which "distribution margins" are earned. The foregoing sub-segment volumes may overlap as they produce
separate margin capture opportunities. For example, oilseeds procured in our South American grain origination activities may be processed in
our oilseed processing facilities in Asia-Pacific and will be reflected at both points within the segment. As such, these reported volumes do not
represent solely volumes of net sales to third-parties, but rather where margin is earned, appropriately reflecting their contribution to our global
network's capacity utilization and profitability.
Demand for our purchased and processed agribusiness products is affected by many factors, including global and regional economic
conditions, changes in per capita incomes, the financial condition of customers and customer access to credit, worldwide consumption of food
products, particularly pork and poultry, population growth rates, relative prices of substitute agricultural products, outbreaks of disease
associated with livestock and poultry, and demand for renewable fuels produced from agricultural commodities and commodity products.
We expect that the factors described above will continue to affect global supply and demand for our agribusiness products for the
foreseeable future. We also expect that, from time to time, imbalances will likely exist between oilseed processing capacity and demand for
oilseed products in certain regions, which impacts our decisions regarding whether, when and where to purchase, store, transport, process or
sell these commodities, including whether to change the location of or adjust our own oilseed processing capacity.
Additionally, price fluctuations and availability of commodities may cause fluctuations in our working capital, such as inventories,
accounts receivable and borrowings over the course of a given year. For example, increased availability of commodities at harvest times often
causes fluctuations in our inventories and borrowings. Increases in agricultural commodity prices will also generally cause our cash flow
requirements to increase as our operations require increased use of cash to acquire inventories and fund daily settlement requirements on
exchange traded futures that we use to hedge our physical inventories.
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Table of Contents
Food and Ingredients
In the Food and Ingredients business, which consists of our Edible Oil Products and Milling Products segments, our operating results are
affected by changes in the prices of raw materials, such as crude vegetable oils and grains, the mix of products that we sell, changes in
consumer eating habits, changes in per capita incomes, consumer purchasing power levels, availability of credit to customers, governmental
dietary guidelines and policies, changes in regional economic conditions and the general competitive environment in our markets. Raw material
inputs to our production processes in the Edible Oil Products and Milling Products segments are largely sourced at market prices from our
Agribusiness segment. Reported volumes in these segments reflect third-party sales of our finished products and, as such, include the sales of
products derived from raw materials sourced from the Agribusiness segment as well as from third-parties. The unit of measure for these
volumes is metric tons as these businesses are linked to the commodity raw materials, which are their primary inputs.
Sugar and Bioenergy
The Sugar and Bioenergy segment is an integrated business which primarily includes the procurement and growing of sugarcane and the
production of sugar, ethanol and electricity in our eight mills in Brazil, global sugar trading and merchandising activities and investment
interests in affiliates.
Profitability in this segment is affected by the availability and quality of sugarcane, which impacts our capacity utilization rates and the
amount of sugar that can be extracted from the sugarcane, and by market prices of sugarcane, sugar and ethanol. Availability and quality of
sugarcane is affected by many factors, including weather, geographical factors such as soil quality and topography, and agricultural practices.
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 or six consecutive harvests, depending on location. We own and/or have partnership
agreements to manage farmland on which we grow and harvest sugarcane. We also purchase sugarcane from third parties. Prices of sugarcane
in Brazil are established by Consecana, the São Paulo state sugarcane, sugar and ethanol council, and are based on the sucrose content of the
cane and the market prices of sugar and ethanol. Demand for our products is affected by such factors as 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 incomes and demand for and governmental support of renewable fuels produced from agricultural commodities,
including sugarcane. We expect that these factors will continue to affect supply and demand for our sugar and bioenergy products in the
foreseeable future. Reported volumes in this segment reflect third-party sales of sugar and ethanol.
Fertilizer
In the Fertilizer segment, demand for our products is affected by the profitability of the agricultural sectors we serve, the availability of
credit to farmers, agricultural commodity prices, the types of crops planted, the number of acres planted, the quality of the land under
cultivation and weather-related issues affecting the success of the harvests. Our profitability is impacted by international selling prices for
fertilizers and fertilizer raw materials, such as phosphate, sulfur, ammonia and urea, ocean freight rates and other import costs, as well as
import volumes at the port facilities we manage. As our operations are in South America, primarily Argentina, our results in this segment are
typically seasonal, with fertilizer sales normally concentrated in the third and fourth quarters of the year due to the timing of the South
American agricultural cycle. Reported volumes in this segment reflect third-party sales of our finished products.
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In addition to these industry related factors which impact our business areas, our results of operations in all business areas and segments
are affected by the following factors:
Foreign Currency Exchange Rates
Due to the global nature of our operations, our operating results can be materially impacted by foreign currency exchange rates. Both
translation of our foreign subsidiaries' financial statements and foreign currency transactions can affect our results. On a monthly basis, for
subsidiaries whose functional currency is their local currency, subsidiary statements of income and cash flows must be translated into U.S.
dollars for consolidation purposes based on weighted-average exchange rates in each monthly period. As a result, fluctuations of local
currencies compared to the U.S. dollar during each monthly period impact our consolidated statements of income and cash flows for each
reported period (quarter and year-to-date) and also affect comparisons between those reported periods. Subsidiary balance sheets are translated
using exchange rates as of the balance sheet date with the resulting translation adjustments reported in our consolidated balance sheets as a
component of other comprehensive income (loss). Included in accumulated other comprehensive income for the years ended December 31,
2016, 2015, and 2014 were foreign exchange net translation gains (losses) of $709 million, $(2,546) million, and $(1,411) million, respectively,
resulting from the translation of our foreign subsidiaries' assets and liabilities.
Additionally, we record transaction gains or losses on monetary assets and liabilities that are not denominated in the functional currency of
the entity. 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 gains (losses).
We primarily use a combination of equity and intercompany loans to finance our subsidiaries. Intercompany loans that are of a long-term
investment nature with no intention of repayment in the foreseeable future are considered permanently invested and as such are treated as
analogous to equity for accounting purposes. As a result, any foreign exchange translation gains or losses on such permanently invested
intercompany loans are reported in accumulated other comprehensive income (loss) in our consolidated balance sheets. In contrast, foreign
exchange 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 gains (losses).
Income Taxes
As a Bermuda exempted company, we are not subject to income taxes on income in our jurisdiction of incorporation. However, our
subsidiaries, which operate in multiple tax jurisdictions, are subject to income taxes at various statutory rates ranging from 0% to 39%. The
jurisdictions that significantly impact our effective tax rate are Brazil, the United States, Argentina and Bermuda. Determination of taxable
income requires the interpretation of related and often complex tax laws and regulations in each jurisdiction where we operate and the use of
estimates and assumptions regarding future events.
Results of Operations
2016 Overview
Net income attributable to Bunge for 2016 decreased by $46 million to $745 million compared to $791 million for 2015. This decrease in
net income was driven by a decline in Total Segment EBIT of $105 million, as discussed below, and lower results in discontinued operations of
$44 million is primarily due to the impact of cumulative translation adjustments, partially offset by lower income tax expense of $76 million
and lower net interest costs of $32 million. Income tax expense in 2016 included
36
Table of Contents
net tax benefits of $34 million that resulted primarily from refund claims in North America and the release of deferred income tax valuation
allowances in Brazil, partially offset by unrecognized tax benefits in Asia-Pacific. Interest expense in 2016 included a $26 million reversal of
interest recorded in previous years.
Total segment EBIT of $1,143 million in 2016 decreased from $1,248 million in 2015. EBIT for 2016 included $120 million of gains on
the disposition of equity interests of port and transshipment operations in Brazil and oilseed crush operations in Vietnam and a $14 million gain
related to a wheat export tax contingency settlement in Brazil. In addition, 2016 EBIT included impairment charges of $44 million and
$15 million of equity investments in Brazil and Asia-Pacific, respectively, impairment charges of $12 million of intangible assets, $9 million of
asset impairment charges in our fertilizer operations in Argentina, an $8 million provision for long-term receivables in Brazil and $3 million of
restructuring charges in our industrial sugar operations in Brazil. EBIT for 2015 includes a $47 million gain on the sale of certain grain assets
in Canada to G3 Canada Limited (formerly the Canadian Wheat Board) and a $30 million reversal of an export tax contingency in Argentina.
In addition 2015 EBIT includes a $13 million goodwill impairment charge in our Brazilian tomato products business, impairment charges in
our equity method investment in a freight shipping company of $14 million and a $15 million impairment charge as a result of the announced
closure of a packaged oil plant in the United States, as well as a $9 million charge for administrative tax assessment fees related to export
activities in our Argentine subsidiary.
Agribusiness segment EBIT of $875 million for 2016 was $233 million lower compared to $1,108 million in 2015. The primary drivers of
this decrease included weaker crush margins in our soy processing operations and lower grain origination results in Brazil due to weaker farmer
selling compared to a strong performance in 2015. In addition, our risk management activities contributed to a lesser extent to our results in
2016 as compared to 2015. Foreign exchange results were losses of $7 million in 2016 as compared to gains of $67 million in 2015. The
decrease in EBIT in 2016 was partly offset by a reduction of SG&A expenses and improved results in certain of our non-consolidated equity
investments in Brazil and Asia.
Edible Oil Products segment EBIT was $112 million in 2016 compared to $59 million in 2015. Gross profit increased $35 million driven
by higher volumes and stronger margins. In Brazil, results improved due to higher market share for packaged oils products, in Canada demand
for refined oil showed strong growth, and in India, both volumes and margins improved. Gross profit was adversely impacted by weaker results
in our margarines business in Europe. SG&A expense was lower in the year ended December 31, 2016 compared to the same period a year ago,
driven by cost-cutting and efficiency initiatives. In 2015, results included impairment charges related to goodwill in our Brazil tomato products
business and the closure of an oil packaging facility in the United States.
Milling Products segment EBIT increased by $28 million to $131 million in 2016 from $103 million in 2015, primarily driven by higher
volumes and margins in Brazil and the contribution to results by Moinho Pacifico, a wheat mill in Brazil, which we acquired in the fourth
quarter of 2015. Gross profit in Mexico was lower resulting from reduced volumes. In 2016, we recovered $14 million of wheat import taxes in
Brazil that we have paid in prior years.
Sugar and Bioenergy segment EBIT in 2016 was a loss of $4 million compared to a loss of $27 million in 2015. The improved results
were primarily driven by higher sugar and Brazilian ethanol prices, operational improvements in our industrial operations and foreign exchange
gains, partly offset by lower volumes and increased local currency costs in Brazil driven by inflation. In 2016, we recorded $44 million of
impairment charges in our equity method investment for the development and production of value added oils and feed ingredients in Brazil,
$8 million to provision for certain long-term receivables in Brazil and $3 million for restructuring charges in our sugar milling business.
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Table of Contents
Fertilizer segment EBIT increased to $29 million in 2016 compared to $5 million in 2015. In 2016 gross profit increased as a result of
higher volumes and margins in Argentina, as demand from farmers increased due to larger crop areas. In addition, in 2016 we recorded the
reversal of a natural gas tariff contingency from prior years totaling $11 million. Results in 2015 were impacted due to a strike in one of our
plants.
Segment Results
Bunge has five reportable segments—Agribusiness, Edible Oil Products, Milling Products, Sugar and Bioenergy and Fertilizer—which
are organized based upon similar economic characteristics and are similar in nature of products and services offered, the nature of production
processes, the type and class of customer and distribution methods. The Agribusiness segment is characterized by both inputs and outputs being
agricultural commodities and thus high volume and low margin. The Edible Oil Products segment involves the manufacturing and marketing of
products derived from vegetable oils. The Milling Products segment involves the manufacturing and marketing of products derived primarily
from wheat and corn. The Sugar and Bioenergy segment involves sugarcane growing and milling in Brazil, sugar and ethanol trading and
merchandising in various countries, as well as sugarcane-based ethanol production and corn-based ethanol investments and related activities.
The Fertilizer segment includes the activities of our port operations in Brazil and Argentina and blending and distribution operations in
Argentina.
A summary of certain items in our consolidated statements of income and volumes by reportable segment for the periods indicated is set
forth below.
Year Ended December 31,
(US$ in millions)
2016
Volume (in thousands of metric tons):
Agribusiness
Edible Oil Products
Milling Products
Sugar and Bioenergy
Fertilizer
Net sales:
2015
2014
134,136
6,831
4,199
10,440
979
134,605
6,989
4,498
8,847
1,272
138,690
6,845
4,514
9,678
1,090
Agribusiness
Edible Oil Products
Milling Products
Sugar and Bioenergy
Fertilizer
$
30,061
6,859
1,647
3,709
403
$
31,267
6,698
1,609
3,495
386
$
42,109
7,972
2,064
4,542
474
Total
$
42,679
$
43,455
$
57,161
Cost of goods sold:
Agribusiness
Edible Oil Products
Milling Products
Sugar and Bioenergy
Fertilizer
$
(28,571 ) $
(6,420 )
(1,378 )
(3,550 )
(350 )
(29,409 ) $
(6,294 )
(1,372 )
(3,331 )
(356 )
(40,367 )
(7,424 )
(1,753 )
(4,583 )
(413 )
Total
$
(40,269 ) $
(40,762 ) $
(54,540 )
Gross profit (loss):
Agribusiness
Edible Oil Products
$
1,490
439
$
1,858
404
$
1,742
548
Milling Products
Sugar and Bioenergy
Fertilizer
237
164
30
269
159
53
Total
$
38
2,410
$
2,693
311
(41 )
61
$
2,621
Table of Contents
Year Ended December 31,
(US$ in millions)
2016
2015
2014
Selling, general & administrative expenses:
Agribusiness
Edible Oil Products
Milling Products
Sugar and Bioenergy
Fertilizer
$
(706 ) $
(320 )
(127 )
(112 )
(21 )
(851 ) $
(328 )
(123 )
(109 )
(24 )
(875 )
(482 )
(168 )
(156 )
(10 )
Total
$
(1,286 ) $
(1,435 ) $
(1,691 )
Agribusiness
Edible Oil Products
Milling Products
Sugar and Bioenergy
Fertilizer
$
(7 ) $
(1 )
(7 )
9
(2 )
67 $
—
(8 )
(68 )
1
39
(4 )
(8 )
19
1
Total
$
(8 ) $
(8 ) $
47
Agribusiness
Edible Oil Products
Milling Products
Sugar and Bioenergy
Fertilizer
$
(21 ) $
(13 )
—
—
(2 )
(9 ) $
(8 )
—
—
(1 )
(23 )
(9 )
—
(1 )
(5 )
Total
$
(36 ) $
(18 ) $
(38 )
Agribusiness
Edible Oil Products
Milling Products
Sugar and Bioenergy
Fertilizer
$
24 $
7
(4 )
(16 )
1
(3 ) $
4
(3 )
(15 )
(1 )
8
5
(4 )
10
(2 )
Total
$
12
$
(18 ) $
17
Gain on disposition of equity interests and sale of
assets—Agribusiness
$
122
$
Foreign exchange gain (loss):
Noncontrolling interests:
Other income (expense):
47
$
—
Equity investment impairment—Agribusiness
$
(15 ) $
—
$
—
Intangible asset impairment—Agribusiness
$
(12 ) $
—
$
—
Goodwill impairment—Edible Oil Products
$
(13 ) $
—
Equity investment impairment—Sugar and
Bioenergy
$
(44 ) $
Agribusiness
Edible Oil Products
Milling Products
Sugar and Bioenergy
Fertilizer
$
875 $
112
131
(4 )
29
Total
$
—
$
—
$
—
Segment EBIT (1)
1,143
$
1,108 $
59
103
(27 )
5
1,248
$
890
58
131
(168 )
45
956
Depreciation, depletion and amortization:
Agribusiness
Edible Oil Products
Milling Products
Sugar and Bioenergy
$
39
(236 ) $
(94 )
(62 )
(143 )
(234 ) $
(90 )
(46 )
(160 )
(240 )
(96 )
(47 )
(208 )
Table of Contents
Year Ended December 31,
(US$ in millions)
2016
2015
Fertilizer
(15 )
(12 )
Total
$
Net income attributable to Bunge
$
(547 ) $
745
2014
(16 )
(545 ) $
$
791
(607 )
$
515
(1)
We refer to our earnings before interest and taxes as "Segment EBIT". Total Segment EBIT is an operating performance
measure used by Bunge's management to evaluate its segments' operating activities. Total segment EBIT is a
non-U.S. GAAP financial measure and is not intended to replace net income attributable to Bunge, the most directly
comparable U.S. GAAP financial measure. Bunge's management believes segment EBIT is a useful measure of its
segments' operating profitability, since the measure allows for an evaluation of the performance of its segments without
regard to its financing methods or capital structure. In addition, EBIT is a financial measure that is widely used by
analysts and investors in Bunge's industries. Total segment EBIT is not a measure of consolidated operating results under
U.S. GAAP and should not be considered as an alternative to net income attributable to Bunge or any other measure of
consolidated operating results under U.S. GAAP.
A reconciliation of net income attributable to Bunge to Total segment EBIT follows:
Year Ended
December 31,
(US$ in millions)
2016
Net income attributable to Bunge
Interest income
Interest expense
Income tax expense
(Income) loss from discontinued operations
Noncontrolling interests' share of interest and tax
$
Total segment EBIT
$
2015
745 $
(51 )
234
220
9
(14 )
1,143
$
2014
791 $
(43 )
258
296
(35 )
(19 )
1,248
$
515
(87 )
347
249
(32 )
(36 )
956
2016 Compared to 2015
Net Income Attributable to Bunge —For the year ended December 31, 2016, net income attributable to Bunge of $745 million represents a
decrease of $46 million from $791 million in 2015. This decline resulted primarily from a decrease in Total Segment EBIT of $105 million and
reduced income from discontinued operations of $44 million, partially offset by lower income tax expenses of $76 million, lower net interest
expense of $24 million and higher interest income of $8 million. Agribusiness Segment EBIT decreased by $233 million primarily due to lower
gross profit driven by weaker results in our oilseed processing and grain origination businesses, trading and distribution activities and risk
management contributions that were lower than the same period last year, partially offset by lower industrial and SG&A expenses. Results in
2016 benefitted from $120 million of gains on the disposition of equity interests of port and transshipment operations in Brazil and an oilseed
crush facility in Vietnam and 2015 results included a $47 million gain on the sale of grain assets in Canada. The Agribusiness Segment EBIT
decline was partially offset by an increase in EBIT across all other segments. Edible Oil Products Segment EBIT improved $53 million
primarily due to improved results in Brazil and lower SG&A expense. Milling Products Segment EBIT improved $28 million primarily driven
by increased gross profit in Brazil from stronger demand for flour in the food service industry, the contribution to results from a wheat mill
acquired in the fourth quarter of 2015 and a recovery of $14 million in Brazilian wheat import taxes paid in prior years. Sugar and Bioenergy
Segment EBIT improved $23 million primarily due to foreign exchange gains, partly offset by restructuring and
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impairment charges. Fertilizer Segment EBIT improved $24 million primarily due to increased gross profit because of higher fertilizer sales in
Argentina driven by higher fertilizer usage by farmers and the reversal of a gas tariff contingency from prior years totaling $11 million. Income
tax expense decreased $76 million due to the effect of reduced taxable income and a lower effective tax rate in 2016 primarily due to
geographical earnings mix and the net positive impact of certain income tax benefits and charges. Interest expense included the $26 million
reversal of interest recorded in previous years in Brazil and Argentina. Discontinued operations results declined $44 million primarily driven by
the translation impact of a stronger Brazilian real relative to the U.S. dollar in 2016.
Income Tax Expense —In the year ended December 31, 2016, income tax expense was $220 million compared to $296 million in 2015.
The effective tax rate in 2016 was 22% compared to 28% in 2015. The lower effective tax rate in 2016 was primarily due to the favorable
impact of refund claims in North America and Europe, along with favorable geographical earnings mix.
Agribusiness Segment —Agribusiness segment net sales decreased 4% to $30.1 billion in 2016 compared to $31.3 billion in 2015, with
volumes being essentially flat. Volumes were lower in Brazil driven by reduced farmer selling and a reduced corn crop due to drought. In Asia,
volumes were lower in our oilseed processing businesses driven by weaker margins and in our trading and distribution businesses. These
decreases were partially offset by higher volumes in grain origination in North America and Europe, which benefitted from larger crops and in
Argentina as a result of normalized commercialization following the elimination on grain export taxes and the devaluation of the Argentine
peso in December 2015.
Cost of goods sold decreased by 3% to $28.6 billion in 2016, compared with $29.4 billion last year in line with the reductions in net sales
noted above. In addition, lower industrial costs due to the relative weakening of most currencies to the U.S. dollar and certain insurance
recovery benefits contributed to lower cost of goods sold in the year ended December 31, 2016 when compared to the same period last year.
Gross profit decreased 20% to $1,490 million, from $1,858 million in 2015, primarily driven by lower results in oilseed processing and
grain origination and to a lesser extent in our trading and distribution businesses. In oilseeds, soy processing results in the United States, Brazil
and Europe declined from a strong performance in 2015 due to lower crush margins. In grain origination, gross profit in Brazil significantly
declined from strong performances in the same period last year, primarily due to slower farmer selling and lower margins. In trading and
distribution, results declined primarily due to lower contribution from our risk management activities.
SG&A expenses were $706 million in 2016 compared to $851 million in 2015. This reduction was primarily driven by a reduction in
headcount, cost-cutting initiatives, lower bad debt expenses and the result of the conversion of local currency costs into U.S. dollars as a result
of the weakening of most global currencies relative to the U.S. dollar, with exception of the Brazilian real , which appreciated in 2016.
Foreign exchange results in 2016 were a loss of $7 million, compared to gains of $67 million in 2015. These results were related primarily
to results on certain currency hedges and the movements in the Brazilian real and Argentine peso .
Gains on the disposition of grain and oilseed assets were $120 million in 2016. The disposition of a 50% ownership interest in our Terfron
port and transshipment terminal in Brazil to Amaggi Exportaçao E Importaçao Ltda. ("Amaggi") resulted in a $92 million gain and $2 million
related losses recorded in foreign exchange results. Additionally, the disposition of a 45% interest in our Vietnam crush operations to Wilmar
International Limited ("Wilmar") resulted in a gain of $30 million. In 2015, a gain of $47 million was recorded on the sale of Canadian grain
assets to G3 Canada Limited (formerly the Canadian Wheat Board).
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Other income (expense)-net was income of $24 million and expense of $3 million for 2016 and 2015, respectively. The improvement in
other income (expense)-net was primarily due to improvements in the results of certain non-consolidated equity investments; mostly in our
logistics joint ventures in Brazil and in PT Bumiraya Investindo ("BRI"), our palm oil plantation joint venture in Indonesia.
Impairment and restructuring charges of $27 million in 2016 included an impairment charge of $15 million for BRI and $12 million for
intangible assets related to aquaculture and other related patents.
Noncontrolling interests represent (income) loss attributed to the noncontrolling interest holders in joint venture operations that are
consolidated in our financial statements. Noncontrolling interests generated income of $21 million in 2016 compared to income of $9 million in
2015. The increased 2016 income was primarily driven by our oilseed processing activities in Asia-Pacific and Europe partially offset by the
deconsolidation of a Brazilian grain terminal, which reported income in 2015.
Segment EBIT decreased to $875 million in 2016 from $1,108 million in 2015, primarily driven by lower gross profit due to weaker crush
margins that drove reduced soy processing results in the United States, Brazil and Spain, weaker softseed processing results in Europe, lower
grain origination results in Brazil due to weaker farmer selling compared to a strong performance in 2015, and lower contributions from risk
management. Foreign exchange results reduced Segment EBIT by $74 million. The decrease was partially offset by $120 million pre-tax gains
on the disposition of equity interests in Brazil and Vietnam and lower SG&A expenses. In 2015, we recorded a pre-tax gain of $47 million on
the sale of certain grain assets in Canada.
Edible Oil Products Segment —Edible oil products segment net sales were $6.9 billion in 2016 compared to $6.7 billion in 2015. These
higher sales are primarily due to a volume increase of 2% resulting from a higher market share of packaged oil products in Brazil, refined oils
in Canada and the additional net sales derived from our acquisition of a 62.8% equity stake in Walter Rau Neusser in Germany.
Cost of goods sold increased 2% to $6.4 billion in 2016 from $6.3 billion in 2015. The higher costs were in line with the increase in net
sales, as noted above. In 2015, cost of goods sold was negatively impacted by a $15 million impairment charge related to the closure of an
edible oils packaging facility in the United States.
Gross profit increased 9% to $439 million in 2016 from $404 million in 2015. The increase was primarily driven by higher market share
for packaged oils products in Brazil, stronger demand for refined oil in Canada and improved volumes and margins in India, partially offset by
weaker margins in our margarines business in Europe. In addition, gross profit for 2015 was reduced by the $15 million impairment charge
noted above.
SG&A expenses decreased to $320 million in 2016 from $328 million in 2015, primarily as a result of lower marketing expenses, savings
from cost-cutting initiatives and the weakening of most currencies relative to the U.S. dollar, partly offset by the appreciation of the Brazilian
real in 2016.
Goodwill and intangible impairments of $13 million in 2015 represent the full impairment of goodwill in our Brazilian tomato products
business.
Segment EBIT increased by $53 million to $112 million in 2016, compared to $59 million in 2015. Gross profit improved due to
increased market share in Brazil packaged oils, improved results in refined oil in Canada and India, and lower SG&A expenses. Additionally,
2015 included impairment charges related to the goodwill of the Brazil tomato products business and the closure of an edible oils packaging
facility in the United States.
Milling Products Segment —Milling products segment net sales increased by 2% to $1,647 million in 2016 from $1,609 million in 2015,
primarily from an 8% increase in volumes primarily as a result of our
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acquisition of the Moinho Pacifico wheat mill in Brazil, which occurred in the fourth quarter of 2015. In addition, sales increased in our rice
and corn milling businesses in the United States, partially offset by volume decreases in Mexico. The net volume increase was mostly offset by
the weakening of the Mexican peso by 18% against the U.S. dollar and lower selling prices of flour due to lower commodity prices in wheat,
our primary raw material.
Cost of goods sold increased slightly to $1,378 million in 2016 from $1,372 million in 2015, primarily driven by volume increase,
partially offset by lower commodity prices in wheat, and net foreign exchange effects on local currency industrial costs, lower energy prices in
the United States and a recovery of $14 million in Brazilian wheat import taxes paid in prior years.
Gross profit improved by $32 million to $269 million in 2016 from $237 million in 2015, primarily from higher volumes and improved
unit margins in wheat milling products in Brazil, the incremental gross profit from the acquisition of the Moinho Pacifico wheat mill in Brazil,
which occurred in the fourth quarter of 2015 and the recovery of $14 million in Brazilian import taxes paid in prior years. These increases were
partially offset by lower gross profit in Mexico as volumes were lower in 2016 compared to 2015.
SG&A expenses increased to $127 million in 2016 from $123 million in 2015, mainly due to SG&A expenses related to the Moinho
Pacifico wheat mill in Brazil, which we acquired in the fourth quarter of 2015. This increase was partially offset by the net translation benefit
of the stronger Brazilian real and weaker Mexican peso on the translation of local currency expenses to U.S. dollars as well as benefits from
our performance improvement initiatives to contain costs.
Segment EBIT increased to $131 million in 2016 from $103 million in 2015, primarily as a result of higher gross profit in Brazil due to
higher volumes and improved margins, results from the Moinho Pacifico wheat mill, acquired in the fourth quarter of 2015 and a recovery of
$14 million in Brazilian wheat import taxes paid in prior years.
Sugar and Bioenergy Segment —Sugar and Bioenergy segment net sales increased 6% to $3.7 billion in 2016 compared to $3.5 billion in
2015, as a result of higher average market prices of raw sugar and ethanol of 39% and 24%, respectively. The impact on sales of these price
increases was partially offset by a decrease in volumes in our industrial operations due to the adverse weather in Brazil that reduced crushing
volume and in our global trading and merchandising activities, where higher global sugar prices reduced demand. In addition, sales in our
industrial operations in Brazil were lower driven by our commercial decision to carry less inventories into 2016 than we did in the previous
year.
Cost of goods sold increased 7% to $3.6 billion in 2016 compared to $3.3 billion in 2015, in line with the sales increase noted above,
primarily due to the increase in sugar and ethanol prices, partially offset by a decline in volumes.
Gross profit was $159 million in 2016 compared to $164 million in 2015. In 2016, higher sugar and ethanol prices in Brazil were partly
offset by lower volumes, which drove per unit increases in sugar and ethanol industrial cost. Gross profit in 2015 benefitted from the
classification of currency hedge losses reported separately in foreign exchange gains and losses.
SG&A expenses were $112 million in 2016, 3% higher compared to $109 million in 2015, driven by increases in local currency costs in
Brazil due to higher inflation, partially offset by lower personnel costs from cost-cutting initiative. In addition the appreciation of the Brazilian
real , relative to the U.S. dollar resulted in higher expense when converted into U.S. dollar.
Foreign exchange results in 2016 were gains of $9 million, compared to losses of $68 million in 2015. These results were related primarily
to results on certain currency hedges.
Equity investment impairment charges of $44 million in 2016 included an impairment charge of our equity investment in Solazyme Bunge
Renewable Oils ("SB Oils"), our joint venture that operates a commercial-scale algae oils facility adjacent to our Moema sugarcane mill in
Brazil.
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Segment EBIT improved by $23 million to a loss of $4 million in 2016, compared to a loss of $27 million in 2015 primarily due to
improved results in our industrial operations and foreign exchange gains on certain currency hedges partially offset by impairment of
$44 million in SB Oils.
Fertilizer Segment —Fertilizer segment net sales increased 4% to $403 million in 2016 compared to $386 million in 2015, primarily due
to an increase of 30% in volumes from higher nitrogen and phosphate fertilizer usage in Argentina as a result of expanded corn and wheat
planting areas. The impact of higher sales was substantially offset by a decrease in global nitrogen, phosphate and single superphosphate prices.
In 2015 volumes were impacted by a strike in one of our plants.
Cost of goods sold was $350 million in 2016, compared to $356 million in 2015 driven by lower industrial costs and lower costs from
nitrogen, as we were required to import higher cost nitrogen last year due to the 2015 strike. This was partially offset by an increase in volumes
in 2016. In addition, in 2016 we recorded a reversal of a natural gas tariff reserve of $11 million due to a recent Argentine Supreme Court
decision finding the tariff invalid. We also recorded a $9 million impairment charge in 2016 on long lived assets related to a fertilizer
production line in one of our plants in Argentina.
Gross profit increased to $53 million in 2016 from $30 million in 2015. The increase was primarily driven by improved gross profit in
Argentina resulting from the increased usage of fertilizers by the Argentine farmer from planting a larger crop area, improved fertilizer unit
margins and lower product costs. Gross profit in 2015 was impacted by a strike in one of our plants.
Segment EBIT improved by $24 million to $29 million in 2016 compared to $5 million in 2015, primarily due to improved gross profit
driven by higher volumes and margins in Argentina.
Interest —A summary of consolidated interest income and expense for the periods indicated follows:
Year Ended December 31,
(US$ in millions)
2016
Interest income
Interest expense
$
51 $
(234 )
2015
43
(258 )
Interest income increased by $8 million to $51 million in 2016 compared to $43 million in 2015, primarily due to higher average cash and
cash equivalent balances held in certain Brazilian operating entities. Interest expense decreased $24 million to $234 million in 2016 from
$258 million in 2015, primarily due to the reversal of previously recorded interest expense of $16 million for certain ICMS tax credits in Brazil
that were recorded in 2014 and $10 million related to unpaid tariffs for natural gas in Argentina, which were found invalid by an Argentine
Supreme Court ruling in 2016.
Discontinued Operations —Discontinued operations results in 2016 were a loss of $9 million, net of tax, compared to income of
$35 million, net of tax, in 2015. Results declined in 2016 primarily due to cumulative translation adjustments, driven by the appreciation of the
Brazilian real relative to the U.S. dollar.
2015 Compared to 2014
Net Income Attributable to Bunge —Net income attributable to Bunge for 2015 was $791 million compared to $515 million for 2014. The
increase in Total Segment EBIT of $292 million discussed below and reduced net interest cost of $45 million driven by lower average
borrowings during the year was partially offset by the higher income tax expense ($296 million in 2015 compared with $249 million in 2014)
on the higher income from continuing operations, before taxes.
Income Tax Expense —In 2015, income tax expense from continuing operations increased to $296 million from $249 million in 2014 and
the effective tax rate in 2015 decreased to 28% compared
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to 34% in 2014. Income tax expenses in 2015 included net tax charges of $16 million that resulted primarily from the establishment of income
tax valuation allowances in Asia-Pacific partially offset by the release of income tax valuation allowances in North America. The lower
effective tax rate for 2015 resulted mainly from geographical earnings mix and valuation allowance movements.
Agribusiness Segment —Agribusiness segment net sales decreased 26% to $31.3 billion in 2015 compared to $42.1 billion in 2014. The
decrease was primarily driven by significantly lower global commodity prices in 2015 compared to 2014, especially soybean prices which were
on average 24% lower. Volumes decreased 3% driven by lower grain origination and grain and oilseed trading and distribution volumes,
partially offset by higher oilseed processing volumes. In our grains business, origination volumes declined in North America due to lower
farmer selling and a reduction in volumes related to the sale of certain Canadian grain assets in the third quarter to G3 Canada Limited
(formerly the Canadian Wheat Board). Argentina grain origination was down as farmers retained their crops in anticipation of a more favorable
environment following the December presidential election. The reduced grain origination volumes in North America and Argentina were partly
offset by higher volumes in Brazil during the latter part of 2015 as farmers were strong sellers in order to fix their local Brazilian real sales at
relatively high rates as the Brazilian real weakened against the U.S. dollar. In oilseed processing, higher volumes in North America, Asia,
Brazil and Argentina driven by strong crush margins were fully offset by lower global commodity prices. In our trading and distribution
businesses, volumes were lower in both grains and oilseeds in most regions due to a soft margin environment.
Cost of goods sold decreased by 27% to $29.4 billion in 2015, compared with $40.4 billion last year as a result of lower global commodity
prices and the translation effect of weaker global currencies compared with 2014. The average global price of soybeans, corn and wheat
declined 24%, 9% and 14%, respectively in 2015 compared to 2014. The volume decline of 3% noted above also contributed to the decline in
cost of goods sold. Improvement in ocean freight costs, particularly bunker fuel procurement, and in ports and services also contributed to the
lower year-over-year cost. In addition, in the second quarter of 2015 we reversed a $30 million export tax contingency in our Argentine
subsidiary.
Gross profit increased 7% to $1,858 million in 2015 from $1,742 million in 2014, primarily driven by improved performance in our
oilseed processing business, particularly in China, Argentina, the U.S., and Brazil, partially offset by declines in softseed processing in Europe
and Canada. Grain trading and distribution also benefitted from improved ocean freight costs and port logistics operations. These increases
more than offset weak grain origination margins in the United States primarily driven by lack of export demand due to the impacts of stronger
U.S. dollar.
SG&A expenses were $851 million in 2015 compared to $875 million in 2014. SG&A benefitted in 2015 from weaker currencies as local
currency costs were translated into U.S. dollars, partially offset by an impairment charge of $14 million in our equity method investment in a
freight shipping company and a $9 million charge of administrative tax assessment fees related to export activities in our Argentine subsidiary
for 2008 through 2009.
Foreign exchange gains were $67 million in 2015 compared to gains of $39 million in the same period of 2014. These results were
primarily driven by movements in the Brazilian real and the Argentine peso .
Noncontrolling interests represent (income) loss attributed to the noncontrolling interest holders in joint venture operations that are
consolidated in our financial statements. The income of $9 million in 2015 compared to income of $23 million in 2014 and was primarily
driven by lower results in our U.S. Pacific Northwest port operation and oilseed and biodiesel production joint ventures in Europe.
Gain on the sale of Canadian grain assets to G3 Canada Limited (formerly the Canadian Wheat Board) was $47 million.
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Segment EBIT increased 24% to $1,108 million in 2015 from $890 million in 2014 primarily as a result of improved gross profit in our
oilseed processing business, grain trading and distribution business, a reduction in SG&A, primarily from the weakening of global currencies
against the U.S. dollar and a $47 million gain on the sale of certain assets in Canada to G3 Canada Limited.
Edible Oil Products Segment —Edible Oil Products segment net sales were $6.7 billion in 2015 compared to $8.0 billion in 2014. The
lower net sales in 2015 were primarily a result of lower global vegetable oil prices and the translation impact of weaker global currencies
relative to the U.S. dollar. Volumes in 2015 were essentially flat as higher demand in India and China were offset by a decline in Brazil and
Europe, resulting from weak economic conditions, which directly impacted packaged oil and margarine demand.
Cost of goods sold decreased 15% to $6.3 billion in 2015 from $7.4 billion in 2014, due to lower raw material costs resulting from market
price declines of edible oils, lower demand in Brazil and Europe, which lowered production volumes, and the translation impact of the weaker
global currencies relative to the U.S. dollar. Cost of goods sold in 2015 included an impairment charge of $15 million related to the announced
closure of one of our U.S. edible oil packaging facilities.
Gross profit in 2015 decreased to $404 million from $548 million in 2014. The decrease was driven by lower volumes and margins in
Brazil and Europe as consumers reduced purchases and traded down to lower value products. The impact of the weaker economic environment
was partly offset by cost benefits from our performance improvement programs. An impairment charge of $15 million in 2015 relating to the
closure of a U.S. facility also contributed to the reduced gross profit.
SG&A expenses decreased to $328 million in 2015 from $482 million in 2014, primarily as a result of the translation benefits of the
strengthening U.S. dollar relative to other global currencies, notably the Brazilian real , Argentine peso and euro as well as our cost reduction
initiatives. In addition, 2014 included $98 million of expenses related to certain ICMS tax credits in Brazil.
A goodwill impairment charge of $13 million, representing all of the goodwill of the Brazilian tomato products business, was recorded in
the fourth quarter of 2015 upon completion of our annual impairment analysis.
Segment EBIT was $59 million in 2015 compared to $58 million in 2014. EBIT for 2015 included a charge of $15 million for the
announced closure of a packaged oil plant in the United States and a $13 million goodwill impairment charge in our Brazilian tomato products
business. EBIT for 2014 included an expense of $98 million related to certain ICMS tax credits in Brazil. Excluding the effects of these items,
results declined by $69 million driven by lower volumes and margins in Brazil edible oils, and margarines in Europe as consumers pulled-back
on purchases and traded down to lower value products. This was partially offset by lower SG&A expenses as a result of the factors noted
above.
Milling Products Segment —Milling Products segment sales decreased by 22% to $1,609 million in 2015 from $2,064 million in 2014 in
part due to approximately 9% lower average prices for corn and 14% lower average prices for wheat. Volumes declined 7% compared to the
same period last year, primarily in our wheat milling business in Brazil, which was impacted by the weak economic environment that depressed
demand, as well as in our U.S. corn milling operations, driven by soft demand in the ready-to-eat cereal and brewery industries. Additionally,
the foreign exchange impact from the devaluation of the Brazilian real and Mexican peso against the U.S. dollar for our Brazilian and Mexican
operations negatively impacted sales.
Cost of goods sold decreased 22% to $1,372 million in 2015 from $1,753 million in 2014 primarily due to lower volumes, lower
commodity raw material costs in corn and wheat and the translation impact of the devaluation of the Brazilian real and Mexican peso against
the U.S. dollar.
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Gross profit decreased to $237 million in 2015, from $311 million in 2014, primarily due to lower volumes and margins in Brazil related
to food service and retail channels and lower volumes in U.S. corn milling as a result of depressed demand from the ready-to-eat cereal and
brewery industries in the first half of 2015. Margins in Brazil were adversely impacted by the effects of the currency devaluation.
SG&A expenses decreased by $45 million to $123 million in 2015 from $168 million in 2014 mainly resulting from the benefit of the
weaker Brazilian real and Mexican peso on the translation of local currency expenses. In addition, 2014 included $14 million of expenses
related to certain ICMS tax credits in Brazil.
Segment EBIT decreased to $103 million in 2015 from $131 million in 2014, as weaker demand in Brazil and the U.S. resulted in lower
volumes and margins, partially offset by lower SG&A expenses.
Sugar and Bioenergy Segment —Sugar and Bioenergy segment net sales decreased to $3.5 billion in 2015 compared to $4.5 billion in
2014. The 23% decrease in sales was primarily driven by lower global average prices of sugar and the significant devaluation of the Brazilian
real impacting our local currency net sales when translated into U.S. dollars. This was partially offset by higher average domestic ethanol
prices in Brazil and an increase in volumes. On average, the futures price of raw sugar was 20% lower in 2015 compared 2014. Average
ethanol prices in Brazil were higher by 8% driven by a large increase in the fourth quarter. Partially offsetting the sales decreases was an
improvement in volumes of 8% compared to 2014, primarily due to increased activity in our global trading and merchandising operations.
Cost of goods sold decreased 27% to $3.3 billion in 2015, compared to $4.6 billion in 2014, primarily driven by lower prices of purchased
sugarcane and the impact of the weaker Brazilian real relative to the U.S. dollar, partially offset by higher volumes.
Gross profit was $164 million in 2015. This compared to a loss of $41 million in 2014, which included $113 million of impairment and
related charges related to one of our sugar mills. Excluding the impairment and related charges, results improved by $92 million primarily
driven by improved results in our industrial operations resulting from increased efficiency, both in volumes crushed and lower related industrial
costs, as well as higher volumes and margins in cogeneration. In our global trading and distribution operations, higher volumes were more than
offset by lower margins.
SG&A expenses were $109 million in 2015, 30% lower compared to $156 million in 2014, driven by translation benefits of the
devaluation of the Brazilian real on local currency costs, and cost reduction and efficiency initiatives in our sugar milling business. In addition,
2015 and 2014 included $5 million and $20 million, respectively, of restructuring costs, which include costs of our strategic review of the sugar
milling business.
Foreign exchange results in 2015 were losses of $68 million, compared to gains of $19 million in 2014. These results were related
primarily to results on certain currency hedges.
Other income (expenses)—net was expense of $15 million in 2015 compared to income of $10 million in 2014. Results in our North
American ethanol investment were lower as the decrease in global oil prices resulted in lower ethanol margins. Results also decreased in our
joint venture for the production of renewable oils in Brazil and our corn wet-milling joint venture in Argentina.
Segment EBIT improved by $141 million to a loss of $27 million in 2015, compared to a loss of $168 million in 2014. Results were
impacted by $5 million of restructuring charges and $133 million of impairment and restructuring charges in 2015 and 2014, respectively.
Excluding the impairment and restructuring charges, results improved by $13 million due to improved performance in our industrial milling
operations in Brazil and lower SG&A expenses from the translation benefit of the weaker Brazilian real on local currency costs, partially offset
by foreign exchange losses and lower results in certain joint ventures.
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Fertilizer Segment —Fertilizer segment net sales decreased 19% to $386 million in 2015 compared to $474 million in 2014, primarily due
to lower fertilizer imports in Brazil. In Argentina, sales declined mainly due to lower volumes driven by reduced fertilizer usage by Argentine
farmers as a result of the local economic environment and lower farm margins for corn and wheat production. In addition, in the first quarter of
2015, volumes were reduced due to a strike at one of our facilities.
Cost of goods sold was $356 million in 2015, compared to $413 million in 2014. Lower volumes and raw material costs and the
translation benefit of the weaker Argentine peso , were partly offset by higher cost imports of nitrogen due to the aforementioned strike.
Gross profit decreased to $30 million in 2015 from $61 million in 2014. The decrease was primarily driven by lower volumes and not
fully recovered industrial costs in our Brazilian port operations. Gross profit in our Argentine operation was impacted by higher production
costs, depressed volumes from lower farmer fertilizer usage and impacts of a strike at one of our facilities.
SG&A was $24 million in 2015 compared to $10 million in 2014. The lower expense in 2014 includes the reversal of certain value added
tax, labor and bad debt provisions in Brazil.
Noncontrolling interests represents (income) loss attributed to the noncontrolling interest holders in operations that are consolidated in our
financial statements. The $1 million income in 2015 and $5 million income in 2014 represents the noncontrolling interests share of income at
our non-wholly owned Brazilian port operations.
Segment EBIT decreased to $5 million in 2015, compared to $45 million in 2014, mainly driven by lower gross profit in our Brazilian port
operations, the impact of the strike and weaker farmer usage of fertilizer in Argentina and the positive SG&A impact on 2014 results.
Interest —A summary of consolidated interest income and expense for the periods indicated follows:
Year Ended
December 31,
(US$ in millions)
2015
Interest income
Interest expense
$
43 $
(258 )
2014
87
(347 )
Interest income decreased to $43 million when compared to the same period of 2014, as a result of lower cash investments in Brazil and
Argentina and $12 million of accumulated interest on a loan provided to and repaid by a related party in 2014. Interest expense decreased by
26% compared to last year, primarily due to lower average outstanding debt, mainly as a result of reduced working capital requirements due to
lower global commodity prices in 2015 and interest charges of $65 million related to certain ICMS tax credits in Brazil.
Discontinued Operations —Discontinued operations results in 2015 were income of $35 million, net of tax, compared to income of
$32 million, net of tax, in 2014. Results in 2015, included gains in Brazilian fertilizer driven by foreign exchange gains and the recovery of
previously written-off farmer receivables, which were partly offset by losses in our asset management business. Results in 2014 included
benefits related to a tax amnesty program in Brazil and collections of previously written-off farmer receivables.
Liquidity and Capital Resources
Liquidity
Our main financial objectives are to prudently manage financial risks, ensure consistent access to liquidity and minimize cost of capital in
order to efficiently finance our business and maintain balance sheet strength. We generally finance our ongoing operations with cash flows
generated from operations,
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issuance of commercial paper, borrowings under various bilateral and syndicated revolving credit facilities, term loans and proceeds from the
issuance of senior notes. Acquisitions and long-lived assets are generally financed with a combination of equity and long-term debt.
Our current ratio, which is a widely used measure of liquidity and is defined as current assets divided by current liabilities, was 1.44 and
1.49 at December 31, 2016 and 2015, respectively.
Cash and Cash Equivalents —Cash and cash equivalents were $934 million at December 31, 2016 and $411 million at December 31,
2015. Cash balances are managed in accordance with our investment policy, the objectives of which are to preserve the principal value of our
cash assets, maintain a high degree of liquidity and deliver competitive returns subject to prevailing market conditions. Cash balances are
invested in short-term deposits with highly rated financial institutions and in U.S. government securities.
Readily Marketable Inventories ("RMI") —RMI are agricultural commodity inventories, such as soybeans, soybean meal, soybean oil,
corn, wheat, and sugar that are readily convertible to cash because of their commodity characteristics, widely available markets and
international pricing mechanisms. RMI in our Agribusiness segment are reported at fair value and were $3,593 million at December 31, 2016
and $3,393 million at December 31, 2015. Of these amounts $2,523 million and $2,513 million were attributable to merchandising activities at
December 31, 2016 and December 31, 2015, respectively. RMI at fair value in the aggregate amount of $123 million and $110 million at
December 31, 2016 and December 31, 2015, respectively, were included in our Edible Oil Products segment inventories. The Sugar and
Bioenergy segment included RMI of $139 million and $163 million at December 31, 2016 and December 31, 2015, respectively which can be
attributed to our trading and merchandising business.
Financing Arrangements and Outstanding Indebtedness —We conduct most of our financing activities through a centralized financing
structure that provides the company efficient access to debt and capital markets. This structure includes a master trust, the primary assets of
which consist of intercompany loans made to Bunge Limited and its subsidiaries. Certain of Bunge Limited's 100% owned finance subsidiaries,
Bunge Limited Finance Corp., Bunge Finance Europe B.V. and Bunge Asset Funding Corp., fund the master trust with short and long-term
debt obtained from third parties, including through our commercial paper program and certain credit facilities, as well as the issuance of senior
notes. Borrowings by these finance subsidiaries carry full, unconditional guarantees by Bunge Limited.
Revolving Credit Facilities —At December 31, 2016, we had $5,015 million of aggregate committed borrowing capacity under our
commercial paper program and various revolving bilateral and syndicated credit facilities, of which all was unused and available. The
following table summarizes these facilities as of the periods presented:
Total Committed
Capacity
Commercial Paper
Program and
Revolving Credit
Facilities
Borrowings
Outstanding
December 31,
2016
Maturities
December 31,
2016
December 31,
2015
(US$ in millions)
Commercial
Paper
Long-Term
Revolving
Credit
Facilities (1)
Total
2019
$
2018 - 2019
600
$
5,015
$
—
4,415
$
—
$
—
—
752
$
752
(1)
Borrowings under the revolving credit facilities that have maturities greater than one year from the date of the
consolidated balance sheets are classified as long-term debt, consistent with the long-term maturity of the underlying
facilities. However, individual borrowings under the revolving credit facilities are generally short-term in nature, bear
interest at variable rates and can be repaid or renewed as each such individual borrowing matures.
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On June 24, 2016, we completed the refinancing on a $200 million three-year committed unsecured bilateral revolving credit facility, to
mature on June 24, 2019. A further $500 million of unsecured bilateral revolving credit facilities were refinanced on September 23, 2016 to
mature on September 23, 2019. Borrowings under these Facilities bear interest at LIBOR plus a margin, which will vary from 0.65% to 1.40%
per annum based on the credit ratings on its senior long-term unsecured debt. Amounts under the Facilities that remain undrawn are subject to a
commitment fee payable at a rate ranging from 0.20% to 0.25%.
In addition to committed credit facilities, from time-to-time, we, through our financing subsidiaries, enter into bilateral short-term credit
lines as necessary based on our financing requirements. At December 31, 2016 and 2015, no borrowings were outstanding under these bilateral
short-term credit lines.
Short and long-term debt —Our short and long-term debt decreased by $179 million at December 31, 2016 from December 31, 2015,
primarily due to a decrease in working capital requirements in the latter part of the year. For the year ended December 31, 2016, our average
short and long-term debt outstanding was approximately $5,201 million compared to approximately $4,316 million for the year ended
December 31, 2015, primarily due to higher average working capital financing requirements, driven by higher average global commodity
prices. Our long-term debt outstanding balance was $4,007 million at December 31, 2016 compared to $3,795 million at December 31, 2015.
The following table summarizes our short-term debt activity at December 31, 2016.
Outstanding
Balance at
December 31,
2016
(US$ in millions)
Bank
Borrowings
Commercial
Paper
Total
Weighted
Average
Interest
Rate at
December 31,
2016
$
257
Highest
Balance
Outstanding
During
2016
8.69 % $
—
$
257 (1)
1,179
Average
Balance
During
2016
$
565
8.69 % $
1,744
$
Weighted
Average
Interest
Rate
During
2016
671
5.02 %
278
0.67 %
949
3.75 %
(1)
Includes $148 million of local currency borrowings in certain Central and Eastern European, South American, South
African and Asia-Pacific countries at a weighted average interest rate of 13.63% as of December 31, 2016.
On August 15, 2016, we completed the sale of $700 million aggregate principal amount of 3.25% senior notes due August 15, 2026. The
unsecured senior notes were issued by Bunge's 100% owned finance subsidiary, Bunge Limited Finance Corp., and are fully and
unconditionally guaranteed by Bunge. The offering was made pursuant to a registration statement filed with the U.S. Securities and Exchange
Commission. The net proceeds of $695 million were used for general corporate purposes, including, but not limited to, the repayment of
outstanding indebtedness, which includes indebtedness under revolving credit facilities.
On June 16, 2016, we completed the sale of 600 million euro (approximately $670 million) aggregate principal amount of 1.85% senior
notes due June 16, 2023 ("Notes"). Additionally, on November 17, 2016 we completed the sale of 200 million euro (approximately
$214 million) of the Notes bringing the aggregate principal amount to 800 million euro . The Notes were issued by Bunge's 100% owned
finance subsidiary, Bunge Finance Europe B.V., and are fully and unconditionally guaranteed by Bunge. The offering was made pursuant to a
registration statement filed with the U.S. Securities and Exchange Commission. The aggregated net proceeds of 802 million euro
(approximately $887 million) were used for general corporate purposes, including, but not limited to the repayment of outstanding
indebtedness, which includes indebtedness under revolving credit facilities.
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The following table summarizes our short and long-term debt:
December 31,
(US$ in millions)
2016
2015
Short-term debt: (1)
Short-term debt, including consolidated investment fund debt (2) (3)
Current portion of long-term debt
$
Total short-term debt
Long-term debt (4) :
Bilateral revolving credit facilities expiry 2016
Revolving credit facilities expiry 2018
Term loan due 2019—three-month Yen LIBOR plus 0.75% (Tranche A)
Term loan due 2019—fixed Yen interest rate of 0.96% (Tranche B)
Term loan due 2019—three-month LIBOR plus 1.30% (Tranche C)
4.10% Senior Notes due 2016
5.90% Senior Notes due 2017
3.20% Senior Notes due 2017
8.50% Senior Notes due 2019
3.50% Senior Notes due 2020
1.85% Senior Notes due 2023—Euro
3.25% Senior Notes due 2026
Other (5)
Subtotal
Less: Current portion of long-term debt
257
938
$
1,195
1,517
—
—
243
51
85
—
250
600
600
497
843
694
144
300
452
237
50
85
500
250
600
600
497
—
—
224
4,007
3,795
(869 )
(938 )
Total long-term debt including consolidated investment fund debt
Total debt
2,926
3,069
$
648
869
4,264
$
4,443
(1)
Includes secured debt of $7 million and $36 million at December 31, 2016 and December 31, 2015, respectively.
(2)
Includes $148 million and $137 million of local currency borrowings in certain Central and Eastern European, South
American, South African and Asia-Pacific countries at a weighted average interest rate of 13.63% and 15.54% as of
December 31, 2016 and 2015, respectively.
(3)
There is no consolidated investment fund debt as of December 31, 2016. Includes consolidated investment fund debt, for
which Bunge elected to account for $22 million at fair value as of December 31, 2015.
(4)
Includes secured debt of $34 million and $47 million at December 31, 2016 and December 31, 2015, respectively.
(5)
There is no consolidated investment fund debt as of December 31, 2016. Includes consolidated investment fund debt, for
which Bunge elected to account for $53 million at fair value as of December 31, 2015.
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Credit Ratings —Bunge's debt ratings and outlook by major credit rating agencies at December 31, 2016 were as follows:
Standard & Poor's
Moody's
Fitch
Short-term
Debt (1)
Long-term
Debt
Outlook
A-1
P-1
Not rated
BBB
Baa2
BBB
Stable
Stable
Stable
(1)
Short-term rating applies only to Bunge Asset Funding Corp., the issuer under our commercial paper program.
Our debt agreements do not have any credit rating downgrade triggers that would accelerate maturity of our debt. However, credit rating
downgrades would increase our borrowing costs under our syndicated credit facilities and, depending on their severity, could impede our
ability to obtain credit facilities or access the capital markets in the future on competitive terms. A significant increase in our borrowing costs
could impair our ability to compete effectively in our business relative to competitors with higher credit ratings.
Our credit facilities and certain senior notes require us to comply with specified financial covenants, including minimum net worth,
minimum current ratio, a maximum debt to capitalization ratio and limitations on secured indebtedness. We were in compliance with these
covenants as of December 31, 2016.
Trade Receivable Securitization Program —We initially entered into our trade receivable securitization program (the "Program") in June
2011, which provides us with an additional source of liquidity. On May 26, 2016, Bunge and certain of its subsidiaries renewed and amended
its $700 million trade receivables securitization program, which terminates on May 26, 2021. However, each committed purchaser's
commitment to fund trade receivables sold under the Program will terminate on May 26, 2019 unless extended in accordance with the terms of
the receivables transfer agreement.
At December 31, 2016 and 2015, $628 million and $524 million, respectively, of receivables sold under the Program were derecognized
from our consolidated balance sheets. Proceeds received in cash related to transfers of receivables under the Program totaled $9,197 million
and $10,396 million for the years ended December 31, 2016 and 2015, respectively. In addition, cash collections from customers on receivables
previously sold were $9,176 million and $10,542 million for the years ended December 31, 2016 and 2015, respectively. As this is a revolving
facility, cash collections from customers are reinvested to fund new receivable sales. Gross receivables sold under the Program for the years
ended December 31, 2016 and 2015 were $9,405 million and $10,601 million, respectively. These sales resulted in discounts of $6 million for
the year ended December 31, 2016, $5 million for the year ended December 31, 2015 and $7 million for the year ended December 31, 2014,
which were included in SG&A in the consolidated statements of income. Servicing fees under the Program were not significant in any period.
Our risk of loss following the sale of the trade receivables is limited to the deferred purchase price receivable ("DPP"), which at
December 31, 2016 and 2015 had a fair value of $87 million and $79 million, respectively, and is included in other current assets in our
consolidated balance sheets (see Note 17 to our consolidated financial statements). The DPP will be repaid in cash as receivables are collected,
generally within 30 days. Delinquencies and credit losses on trade receivables sold under the Program during the years ended December 31,
2016, 2015 and 2014 were insignificant. We have reflected all cash flows under the Program as operating cash flows in the consolidated
statements of cash flows for the years ended December 31, 2016 and 2015.
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Interest Rate Swap Agreements —We may use interest rate swaps as hedging instruments and record the swaps at fair value in the
consolidated balance sheets with changes in fair value recorded contemporaneously in earnings. Additionally, the carrying amount of the
associated debt is adjusted through earnings for changes in the fair value due to changes in benchmark interest rates. Ineffectiveness, as defined
in ASC Topic 815 Derivatives and Hedging , is recognized to the extent that these two adjustments do not offset.
Equity —Total equity is set forth in the following table:
December 31,
(US$ in millions)
2016
Convertible perpetual preference shares
Common shares
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income
Treasury shares, at cost (2016—12,882,313 and
2015—9,586,083)
$
2015
690 $
1
5,143
8,208
(5,978 )
(720 )
(920 )
Total Bunge shareholders' equity
Noncontrolling interests
6,441
211
7,144
199
Total equity
$
7,343
690
1
5,105
7,725
(6,360 )
$
6,652
Total Bunge shareholders' equity increased to $7,144 million at December 31, 2016 from $6,441 million at December 31, 2015. The
change in equity was primarily due to net income attributable to Bunge for the year ended December 31, 2016 of $745 million and cumulative
translation gains of $709 million, resulting from the revaluation of global currencies relative to the U.S. dollar in 2016. This increase partially
offset by paid dividends to common and preferred shareholders of $223 million and $34 million, respectively and treasury shares acquired of
$200 million.
Noncontrolling interest decreased to $199 million at December 31, 2016 from $211 million at December 31, 2015 primarily due to
deconsolidation of a variable interest entity that was previously consolidated and dividends paid to non-controlling interest holders, partly
offset by the acquisition of a majority share in Walter Rau Neusser.
At December 31, 2016, we had 6,900,000 4.875% cumulative convertible perpetual preference shares outstanding with an aggregate
liquidation preference of $690 million. Each convertible perpetual preference share has an initial liquidation preference of $100, which will be
adjusted for any accumulated and unpaid dividends. The convertible perpetual preference shares carry an annual dividend of $4.875 per share
payable quarterly. As a result of adjustments made to the initial conversion price because cash dividends paid on Bunge Limited's common
shares exceeded certain specified thresholds, each convertible perpetual preference share is convertible, at the holder's option, at any time into
1.1507 Bunge Limited common shares, based on the conversion price of $86.901 per share, subject to certain additional anti-dilution
adjustments (which represents 7,939,830 Bunge Limited common shares at December 31, 2016). At any time, if the closing price of our
common shares equals or exceeds 130% of the conversion price for 20 trading days during any consecutive 30 trading days (including the last
trading day of such period), we may elect to cause the convertible perpetual preference shares to be automatically converted into Bunge
Limited common shares at the then-prevailing conversion price. The convertible perpetual preference shares are not redeemable by us at any
time.
Cash Flows
Our cash flow from operations varies depending on, among other items, the market prices and timing of the purchase and sale of our
inventories. Generally, during periods when commodity prices are rising, our Agribusiness operations require increased use of cash to support
working capital to acquire inventories and fund daily settlement requirements on exchange traded futures that we use to minimize price risk
related to our inventories.
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2016 Compared to 2015 —In 2016, our cash and cash equivalents increased by $523 million reflecting the net effect of cash flows from
operating, investing and financing activities. For the year ended December 31, 2015, our cash and cash equivalents increased by $49 million
reflecting the net effect of cash flows from operating, investing and financing activities.
Cash provided by our operating activities was $1,904 million for the year ended December 31, 2016 compared to $610 million for the year
ended December 31, 2015. Net cash inflows from operating activities for the years ended December 31, 2016 and 2015, were principally due to
net income, including adjustments for non-cash items, and a decrease in the use of cash for net operating assets and liabilities. In 2016, higher
prices for sugar and the soybean complex, together with essentially flat volumes resulted in higher working capital needs, however this was
more than offset by initiatives to reduce working capital and an appreciation of the Brazilian real relative to the U.S. dollar, which mostly
impacted trade accounts payable in our Brazilian operations. In 2015, the increase in net operating assets and liabilities was primarily due to
increases in secured advances to farmers in South America, who were motivated to sell their record level crops as the Brazilian real and
Argentine peso depreciated relative to the U.S. dollar.
Certain of our non-U.S. operating subsidiaries are primarily funded with U.S. dollar-denominated debt, while currency risk is hedged with
U.S. dollar denominated assets. The functional currency of our operating subsidiaries is generally the local currency. In addition, certain of our
U.S. dollar functional operating subsidiaries outside the United States are partially funded with local currency borrowings, while the currency
risk is hedged with local currency denominated assets. The financial statements of our subsidiaries are calculated in the functional currency,
and when the local currency is the functional currency, translated into U.S. dollar. U.S. dollar-denominated loans are remeasured into their
respective functional currencies at exchange rates at the applicable balance sheet date. Local currency loans are remeasured into U.S. dollar at
the exchange rate at the applicable balance sheet date. The resulting gain or loss is included in our consolidated statements of income as foreign
exchange gains or losses. For the years ended December 31, 2016 and December 31, 2015, we recorded foreign exchange losses of $80 million
and gains of $213 million, respectively, which were included as adjustments to reconcile net income to cash used for operating activities in the
line item "Foreign exchange loss (gain) on debt" in our consolidated statements of cash flows. This adjustment is required because the cash
flow impacts of these gains or losses are non-cash items and will represent financing activities when the subsidiary repays the underlying debt
and therefore, have no impact on cash flows from operations.
Cash used for investing activities was $926 million for the year ended December 31, 2016 compared to $802 million for the year ended
December 31, 2015. During 2016, payments made for capital expenditures of $784 million, compared to $649 million during 2015, were
primarily related to replanting of sugarcane and maintenance and improvements for our industrial sugar business in Brazil, upgrade and
expansion of an export terminal in the United States, construction of a wheat milling facility in Brazil, the expansion of a port facility in
Ukraine and the construction of oilseed processing plants in Ukraine and Asia-Pacific. In addition, we acquired for $34 million Walter Rau
Neusser, a vegetable oil blends producer for large-scale commercial customers, based in Germany. In the year ended December 31, 2015, we
paid $347 million for the acquisitions of businesses, net of cash acquired. In the year ended December 31, 2016, we had cash outflows related
to settlements of net investment hedges of $375 million in the year ended December 31, 2016, primarily driven by the appreciation of the
Brazilian real relative to the US dollar in 2016, compared to cash inflows of $203 million in the year ended December 31, 2015. Proceeds from
disposition of investment in affiliates included $145 million and $33 million for the disposition of equity interests of operations in Brazil and
Vietnam, respectively. In addition, we sold 10% of our minority share in G3 Global Holdings GP Inc. ("G3") for net proceeds of $37 million to
our joint venture partner, Saudi Agricultural and Livestock Investment Company (or SALIC). Proceeds from and payments for investments for
both years 2016 and 2015 included primarily purchases and sales of certain marketable securities and other short term
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investments. Investments in affiliates in 2016 included additional investments in SB Oils, our joint venture with TerraVia Holdings Inc. to
produce renewable oils in Brazil and G3.
Cash used for financing activities was $488 million in the year ended December 31, 2016, compared to cash provided by financing
activities of $360 million for the year ended December 31, 2015. The cash used for financing activities is primarily reflecting lower working
capital needs, partially offset by an increase of cash used for investing activities. Dividends paid to our common shareholders and holders of
our convertible preference shares were $257 million and $241 million, for the years ended December 31, 2016 and 2015, respectively. In
connection with our common share repurchase program, in 2016, we purchased 3,296,230 of our common shares at a cost of $200 million and
in 2015, we purchased 3,871,810 of our common shares at a cost of $300 million. In the year ended December 31, 2016, we paid $25 million of
dividends to non-controlling interest holders and $39 million for the acquisition of the non-controlling interest of a joint venture in Europe.
2015 Compared to 2014 —In 2015, our cash and cash equivalents increased by $49 million reflecting the net effect of cash flows from
operating, investing and financing activities. For the year ended December 31, 2014, our cash and cash equivalents decreased by $380 million.
Cash provided by our operating activities was $610 million for the year ended December 31, 2015 compared to $1,399 million for the year
ended December 31, 2014. Net cash inflows from operating activities for the year ended December 31, 2015 were principally due to net
income, including adjustments for non cash items, partially offset by an increase in the use of cash for net operating assets and liabilities. The
increase in net operating assets and liabilities is primarily due to increases in secured advances to farmers in South America who were
motivated to sell their record level crops as the Brazilian real and Argentine peso depreciated relative to the U.S. dollar. The net cash provided
by operating activities for the year ended December 31, 2014 were principally due to net income, including adjustments for non-cash items.
The decrease in net operating assets and liabilities in 2014 is primarily due to lower working capital levels than at December 31, 2013, resulting
from, on average, lower global commodity prices, which effect was partially offset by the impact of the depreciation from certain currencies
including the Brazilian real, Argentine peso, Ukrainian hryvnia and the euro relative to the U.S. dollar.
Certain of our non U.S. operating subsidiaries are primarily funded with U.S. dollar denominated debt, while currency risk is hedged with
U.S. dollar denominated assets. The functional currency of our operating subsidiaries is generally the local currency. Also, certain of our U.S.
dollar functional operating subsidiaries outside the United States are partially funded with local currency borrowings, while the currency risk is
hedged with local currency denominated assets. The financial statements of our subsidiaries are calculated in the functional currency, and when
the local currency is the functional currency, translated into U.S. dollar. U.S. dollar denominated loans are remeasured into their respective
functional currencies at exchange rates at the applicable balance sheet date. Local currency loans are remeasured into U.S. dollar at the
exchange rate at the applicable balance sheet date. The resulting gain or loss is included in our consolidated statements of income as foreign
exchange gains or losses. For the years ended December 31, 2015 and December 31, 2014, we recorded foreign exchange gains of $213 million
and $215 million, respectively, which were included as adjustments to reconcile net income to cash used for operating activities in the line item
"Foreign exchange loss (gain) on debt" in our consolidated statements of cash flows. This adjustment is required because the cash flow impacts
of these gains or losses are non cash items and will represent financing activities when the subsidiary repays the underlying debt and therefore,
have no impact on cash flows from operations.
Cash used for investing activities was $802 million for the year ended December 31, 2015 compared to cash used of $685 million for the
year ended December 31, 2014. During 2015, payments made for capital expenditures of $649 million were primarily related to replanting of
sugarcane and maintenance and improvements for our industrial sugar business in Brazil, upgrade and expansion of an
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export terminal in the United States, construction of a wheat milling facility in Brazil, the expansion of a port facility in Ukraine and
construction of oilseed processing plants in Ukraine and in Asia Pacific. We also acquired Moinho Pacifico, a Brazilian wheat mill and port
terminal in Santos, Brazil, Whole Harvest Foods, a U.S. refiner and packager of expeller pressed commercial cooking oil and Heartland
Harvest, Inc., a U.S. based producer of die cut pellets for the snack food industry, and the remaining interest in a Spanish biodiesel production
facility. Proceeds from settlement of net investment hedges totaled $203 million. Proceeds from sales of investment in affiliates included net
proceeds of $88 million for the sale of certain assets in our grain business in Canada to G3 Canada Limited (formerly the Canadian Wheat
Board). Capital expenditures in 2015 were $649 million, 23% lower compared to $839 million in 2014, as a result of management's disciplined
capital management and generally lower capital expenditures in our industrial Sugar and Bioenergy operations in Brazil. Proceeds from and
payments for investments for both years 2015 and 2014 included primarily sales of assets in funds in our asset management business and the
purchases and sales of certain marketable securities and other short term investments. Investments in affiliates in 2015 included our payment
for our share of G3 Canada Limited (formerly the Canadian Wheat Board) and additional investments in SB Oils, our joint venture with
Solazyme, Inc. to produce renewable oils in Brazil. Investments in affiliates in 2014 included primarily investments in SB Oils.
Cash provided by financing activities was $360 million in the year ended December 31, 2015, compared to cash used for financing
activities of $1,058 million for the year ended December 31, 2014. The increase in cash provided by financing activities was primarily due to
net borrowings of debt of $882 million, which were used to fund capital expenditures and increased activity in acquisitions of businesses and
investments in affiliates. Dividends paid to our common shareholders and holders of our convertible preference shares were $241 million and
$221 million, for the years ended December 31, 2015 and 2014, respectively. In connection with our common share repurchase program, in
2015 we purchased 3,871,810 of our common shares at a cost of $300 million and in 2014 we purchased 3,780,987 of our common shares at a
cost of $300 million. For the year ended December 31, 2014, financing activities reflected reduced financing requirements due to a declining
global commodity price environment.
Brazilian Farmer Credit
Background —We advance funds to farmers, primarily in Brazil, through secured advances to suppliers and prepaid commodity purchase
contracts. These activities are generally intended to be short-term in nature. The ability of our customers and suppliers to repay these amounts
is affected by agricultural economic conditions in the relevant geography, which are, in turn, affected by commodity prices, currency exchange
rates, crop input costs and crop quality and yields. As a result, these arrangements are typically secured by the farmer's crop and, in many cases,
the farmer's land and other assets. Upon farmer default, we generally initiate legal proceedings to recover the defaulted amounts. However, the
legal recovery process through the judicial system is a long-term process, generally spanning a number of years. As a result, once accounts
have been submitted to the judicial process for recovery, we may also seek to renegotiate certain terms with the defaulting farmer in order to
accelerate recovery of amounts owed. In addition, we have tightened our credit policies to reduce exposure to higher risk accounts and have
increased collateral requirements for certain customers.
Because Brazilian farmer credit exposures are denominated in local currency, reported values are impacted by movements in the value of
the Brazilian real when translated into U.S. dollars. From December 31, 2015 to December 31, 2016, the Brazilian real appreciated by
approximately 17%, increasing the reported farmer credit exposure balances when translated into U.S. dollars.
We periodically evaluate the collectability of our farmer receivable and record allowances if we determine that collection is doubtful. We
base our determination of the allowance on analyses of credit quality of individual accounts, considering also the economic and financial
condition of the farming
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industry and other market conditions as well as the value of any collateral related to amounts owed. We continuously review defaulted farmer
receivables for impairment on an individual account basis. We consider all accounts in legal collections processes to be defaulted and past due.
For such accounts, we determine the allowance for uncollectible amounts based on the fair value of the associated collateral, net of estimated
costs to sell. For all renegotiated accounts (current and past due), we consider changes in farm economic conditions and other market
conditions, our historical experience related to renegotiated accounts and the fair value of collateral in determining the allowance for doubtful
accounts.
Secured Advances to Suppliers and Prepaid Commodity Contracts —We purchase soybeans through prepaid commodity purchase
contracts (advance cash payments to suppliers against contractual obligations to deliver specified quantities of soybeans in the future) and
secured advances to suppliers (advances to suppliers against commitments to deliver soybeans in the future), primarily in Brazil. These
financing arrangements are typically secured by the farmer's future crop and mortgages on the farmer's land, buildings and equipment, and are
generally settled after the farmer's crop is harvested and sold.
Interest earned on secured advances to suppliers of $38 million, $38 million and $37 million for the years ended December 31, 2016, 2015
and 2014, respectively, is included in net sales in the consolidated statements of income.
The table below shows details of prepaid commodity contracts and secured advances to suppliers outstanding at our Brazilian operations
as of the dates indicated. See Notes 5 and 11 of the notes to our consolidated financial statements for more information.
December 31,
(US$ in millions)
2016
Prepaid commodity contracts
Secured advances to suppliers (current)
$
189
593
2015
$
175
514
Total (current)
Commodities not yet priced (1)
782
(26 )
689
(12 )
Net
Secured advances to suppliers (non-current)
756
184
677
158
Total (current and non-current)
940
835
(53 ) $
(42 )
Allowance for uncollectible amounts (current and non-current)
$
(1)
Commodities delivered by suppliers that are yet to be priced are reflected at prevailing market prices at
December 31, 2016 and December 31, 2015, respectively.
Capital Expenditures
Our cash payments made for capital expenditures were $784 million, $649 million and $839 million for the years ended December 31,
2016, 2015 and 2014, respectively. We intend to make capital expenditures of approximately $750 million in 2017. Our priorities for 2017
capital expenditures are growth, maintenance and compliance projects first (where we expect to use approximately 66% of our funds allocated
to capital expenditures), followed by projects enhancing productivity of our operations, and sugar planting. We intend to fund these capital
expenditures primarily with cash flows from operations.
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Off-Balance Sheet Arrangements
Guarantees
We have issued or were party to the following guarantees at December 31, 2016:
Maximum Potential
Future Payments
(US$ in millions)
Unconsolidated affiliates financing (1) (2)
Residual value guarantee (3)
$
99
222
Total
$
321
(1)
We issued guarantees to certain financial institutions related to debt of certain of our 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 us to recover any amounts
paid under these guarantees. At December 31, 2016, we had no outstanding recorded obligation related to these
guarantees.
(2)
We issued guarantees to certain third parties related to performance of its unconsolidated joint ventures. There are
no recourse provisions or collateral that would enable us to recover any amounts paid under these guarantees. At
December 31, 2016, we had no outstanding recorded obligation related to these guarantees.
(3)
We 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 the
conclusion of the lease term. These leases expire at various dates from 2018 through 2021. At December 31, 2016,
our 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
senior credit facilities and senior notes entered into or issued by its 100% owned subsidiaries. At December 31, 2016, debt with a carrying
amount of $4,035 million related to these guarantees is included in our consolidated balance sheet. This debt includes the senior notes issued by
two of our 100% owned finance subsidiaries, Bunge Limited Finance Corp. and Bunge N.A. Finance L.P. There are largely no restrictions on
the ability of Bunge Limited Finance Corp., Bunge N.A. Finance L.P. or any other of our subsidiaries to transfer funds to Bunge Limited.
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Contractual Obligations
The following table summarizes our scheduled contractual obligations and their expected maturities at December 31, 2016, and the effect
such obligations are expected to have on our liquidity and cash flows in the future periods indicated.
Payments due by period
(US$ in millions)
Short-term debt
Long-term debt (1)
Variable interest rate
obligations
Interest obligations
on fixed rate debt
Non-cancelable lease
obligations (2)
Capital commitments
Freight supply
agreements (3)
Inventory purchase
commitments
Power supply
purchase
commitments
Total contractual cash
obligations (4) (5)
Total
$
$
2017
257 $
4,024
2018 - 2019
257
938
$
2022 and there
after
2020 - 2021
—
1,006
$
— $
529
—
1,551
14
4
9
1
—
542
125
193
95
129
668
72
152
59
214
13
131
—
171
—
650
156
180
159
155
16
16
—
—
—
108
79
26
3
—
6,351 $
1,786
$
1,641
$
918 $
2,006
(1)
Excludes changes in long-term debt attributable to fair value hedge accounting of $17 million.
(2)
Represents future minimum payments under non-cancelable leases with initial or remaining terms of one year or more.
(3)
In the ordinary course of business, we enter into purchase commitments for time on ocean freight vessels and freight
service on railroad lines for the purpose of transporting agricultural commodities. In addition, we sell time on these ocean
freight vessels when excess freight capacity is available. Payments to be received by us under such relet agreements are
anticipated to be approximately $10 million in 2017. These agreements range from two months to approximately seven
years in the case of ocean freight vessels and 5 to 9 years in the case of railroad services. Actual amounts paid under these
contracts may differ due to the variable components of these agreements and the amount of income earned by us on the
sale of excess capacity. The railroad freight services agreements require a minimum monthly payment regardless of the
actual level of freight services used by us. The costs of our freight supply agreements are typically passed through to our
customers as a component of the prices we charge for our products. However, changes in the market value of freight
compared to the rates at which we have contracted for freight may affect margins on the sales of agricultural
commodities.
(4)
Does not include estimated payments of liabilities associated with uncertain income tax positions. As of December 31,
2016, Bunge had tax liabilities of $130 million, including interest and penalties. At this time, we are unable to make a
reasonably reliable estimate of the timing of payments in individual years in connection with these tax liabilities;
therefore, such amounts are not included in the above contractual obligation table. See Note 13 to our consolidated
financial statements.
(5)
Does not include obligations for pension and postretirement benefits for which we expect to make employer contributions
of $21 million in 2017. We also expect to make a significant contribution to our plans in future years.
In addition, we have entered into partnership agreements for the production of sugarcane. These agreements have an average remaining
life of four years and cover approximately 211,017 hectares of land under cultivation. Amounts owed under these agreements are dependent on
several variables including the quantity of sugarcane produced per hectare, the total recoverable sugar ("ATR") per ton of sugarcane produced
and the price for each kilogram of ATR as determined by Consecana, the São
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Paulo state sugarcane, sugar and ethanol council. During the years ended December 31, 2016, 2015 and 2014, we made payments related to
these agreements of $154 million, $125 million and $162 million, respectively. Of these amounts $89 million, $75 million and $95 million for
the years ended December 31, 2016, 2015 and 2014, respectively, were advances for future purchases and $65 million, $50 million and
$67 million were included in cost of goods sold in the consolidated statements of income for the years ended December 31, 2016, 2015 and
2014, respectively.
Employee Benefit Plans
We expect to contribute $13 million to our defined benefit pension plans and $8 million to our postretirement healthcare benefit plans in
2017.
Critical Accounting Policies and Estimates
The Company's accounting policies are more fully described in Note 1 to our consolidated financial statements included as part of this
Annual Report on Form 10-K. As disclosed in Note 1, the preparation of financial statements in conformity with U.S. GAAP requires
management to make substantial judgment or estimation in their application that may significantly affect reported amounts in the financial
statements and accompanying notes. Actual results could differ significantly from those estimates. The Company believes that the following
discussion addresses the Company's most critical accounting policies, which are those that are most important to the portrayal of the Company's
financial condition and results of operations and require management's most difficult, subjective and complex judgments.
Allowances for Uncollectible Accounts
Accounts receivable and secured advances to suppliers are stated at the historical carrying amounts net of write-offs and allowances for
uncollectible accounts. We establish an allowance for uncollectible trade accounts receivable and secured advances to farmers based on
historical experience, farming, economic and other market conditions as well as specific identified customer collection issues. Uncollectible
accounts are written off when a settlement is reached for an amount that is less than the outstanding historical balance or when we have
determined that collection of the balance is unlikely.
We follow the accounting guidance on the disclosure of the credit quality of financing receivables and the allowance for credit losses
which requires information to be disclosed at disaggregated levels, defined as portfolio segments and classes. Based upon an analysis of credit
losses and risk factors to be considered in determining the allowance for credit losses, we have determined that the long-term receivables from
farmers in Brazil are a single portfolio segment.
We evaluate this single portfolio segment by class of receivables, which is defined as a level of information (below a portfolio segment) in
which the receivables have the same initial measurement attribute and a similar method for assessing and monitoring risk. We have identified
accounts in legal collection processes and renegotiated amounts as classes of long-term receivables from farmers. Valuation allowances for
accounts in legal collection processes are determined by us on individual accounts based on the fair value of the collateral provided as security
for the secured advance or credit sale. The fair value is determined using a combination of internal and external resources, including published
information concerning Brazilian land values by region. For determination of the valuation allowances for renegotiated amounts, we consider
historical experience with the individual farmers, current weather and crop conditions, as well as the fair value of non-crop collateral.
For both classes, a long-term receivable from farmers in Brazil is considered impaired, based on current information and events, if we
determine it to be probable that all amounts due under the original terms of the receivable will not be collected. Recognition of interest income
on secured advances to farmers is suspended once the farmer defaults on the originally scheduled delivery of agricultural commodities as the
collection of future income is determined not to be probable. No
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additional interest income is accrued from the point of default until ultimate recovery, where amounts collected are credited first against the
receivable and then to any unrecognized interest income.
Inventories and Derivatives
We use derivative instruments for the purpose of managing the exposures associated with agricultural commodity prices, transportation
costs, foreign currency exchange rates, interest rates and energy costs and for positioning our overall portfolio relative to expected market
movements in accordance with established policies and procedures. We are exposed to loss in the event of non-performance by counterparties
to certain of these contracts. The risk of non-performance is routinely monitored and adjustments recorded, if necessary, to account for
potential non-performance. Different assumptions, changes in economic circumstances or the deterioration of the financial condition of the
counterparties to these derivative instruments could result in additional fair value adjustments and changes in expense reflected in cost of goods
sold, foreign exchange or interest expense. We did not have significant valuation adjustments relating to non-performance by counterparties at
December 31, 2016 or 2015.
Our RMI, forward purchase and sale contracts, and exchange traded futures and options are primarily valued at fair value. RMI are
freely-traded, have quoted market prices, may be sold without significant additional processing and have predictable and insignificant disposal
costs. We estimate fair values of commodity inventories and forward purchase and sale contracts based on exchange-quoted prices, adjusted for
differences in local markets. Changes in the fair values of these inventories and contracts are recognized in our consolidated statements of
income as a component of cost of goods sold. If we used different methods or factors to estimate fair values, amounts reported as inventories
and unrealized gains and losses on derivative contracts in the consolidated balance sheets and cost of goods sold could differ. Additionally, if
market conditions change subsequent to year-end, amounts reported in future periods as inventories, unrealized gains and losses on derivative
contracts and cost of goods sold could differ.
Recoverable Taxes
We evaluate the collectability of our recoverable taxes and record allowances if we determine that collection is doubtful. Recoverable
taxes include value-added taxes paid upon the acquisition of fixed assets, raw materials and taxable services and other transactional taxes,
which can be recovered in cash or as compensation against income taxes, or other taxes we may owe, primarily in Brazil. Management's
assumption about the collectability of recoverable taxes requires significant judgment because it involves an assessment of the ability and
willingness of the applicable federal or local government to refund the taxes. The balance of these allowances fluctuates depending on the sales
activity of existing inventories, purchases of new inventories, percentages of export sales, seasonality, changes in applicable tax rates, cash
payment by the applicable government agencies and compensation of outstanding balances against income or certain other taxes owed to the
applicable governments. At December 31, 2016 and 2015, the allowance for recoverable taxes was $35 million and $32 million, respectively.
We continue to monitor the economic environment and events taking place in the applicable countries and in cases where we determine that
recovery is doubtful, recoverable taxes are reduced by allowances for the estimated unrecoverable amounts.
Property, Plant and Equipment and Other Finite-Lived Intangible Assets
Long-lived assets include property, plant and equipment and other finite-lived intangible assets. When facts and circumstances indicate
that the carrying values of property, plant and equipment assets may be impaired, an evaluation of recoverability is performed by comparing
the carrying value of the assets to the undiscounted projected future cash flows to be generated by such assets. If it appears that the carrying
value of our assets is not recoverable, we recognize an impairment loss as a charge against results of operations. Our judgments related to the
expected useful lives of property, plant and
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equipment assets and our ability to realize undiscounted cash flows in excess of the carrying amount of such assets are affected by factors such
as the ongoing maintenance of the assets, changes in economic conditions and changes in operating performance. As we assess the ongoing
expected cash flows and carrying amounts of our property, plant and equipment assets, changes in these factors could cause us to realize
material impairment charges. We recorded impairment charges of $9 million for the year ended December 31, 2016 primarily related to the
impairment of an Argentina fertilizer plant.
Contingencies
We are a 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, and have accrued our estimates of the probable costs to resolve these claims. These estimates have been developed in consultation
with in-house and outside counsel and are based on an analysis of potential results, assuming a combination of litigation and settlement
strategies. Future results of operations for any particular quarterly or annual period could be materially affected by changes in our assumptions
or the effectiveness of our strategies relating to these proceedings. For more information on tax and labor claims in Brazil, see "Item 3. Legal
Proceedings."
Income Taxes
We record valuation allowances to reduce our deferred tax assets to the amount that we are likely to realize. We consider projections of
future taxable income and prudent tax planning strategies to assess the need for and the size of the valuation allowances. If we determine that
we can realize a deferred tax asset in excess of our net recorded amount, we decrease the valuation allowance, thereby decreasing income tax
expense. Conversely, if we determine that we are unable to realize all or part of our net deferred tax asset, we increase the valuation allowance,
thereby increasing income tax expense.
We apply a "more likely than not" threshold to the recognition and de-recognition of tax benefits. Accordingly we recognize the amount of
tax benefit that has a greater than 50 percent likelihood of being ultimately realized upon settlement. The calculation of our uncertain tax
positions involves uncertainties in the application of complex tax regulations in a multitude of jurisdictions across our global operations. Future
changes in judgment related to the ultimate resolution of unrecognized tax benefits will affect the earnings in the quarter of such change. At
December 31, 2016 and 2015, we had recorded uncertain tax positions of $130 million and $64 million, respectively, in our consolidated
balance sheets. For additional information on income taxes, please refer to Note 13 of the consolidated financial statements.
New Accounting Pronouncements
See Note 1— Nature of Business, Basis of Presentation, and Significant Accounting Policies to our consolidated financial statements in
this Annual Report on Form 10-K.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Risk Management
As a result of our global operating and financing activities, we are exposed to changes in, among other things, agricultural commodity
prices, transportation costs, foreign currency exchange rates, interest rates and energy costs which may affect our results of operations and
financial position. We actively monitor and manage these various market risks associated with our business activities. Our risk management
decisions take place in various locations but exposure limits are centrally set and monitored, operating under a global governance framework.
We have a corporate risk management group which analyzes and monitors various risk exposures globally. Additionally, our Board of
Directors' Finance and Risk Policy Committee oversees our global governance framework including all risk management policies and limits.
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We use derivative instruments for the purpose of managing the exposures associated with commodity prices, transportation costs, foreign
currency exchange rates, interest rates and energy costs and for positioning our overall portfolio relative to expected market movements in
accordance with established policies and procedures. We enter into derivative instruments primarily with major financial institutions,
commodity exchanges in the case of commodity futures and options, or approved exchange clearing shipping companies in the case of ocean
freight. While these derivative instruments are subject to fluctuations in value, for hedged exposures those fluctuations are generally offset by
the changes in fair value of the underlying exposures. The derivative instruments that we use for hedging purposes are intended to reduce the
volatility on our results of operations; however, they can occasionally result in earnings volatility, which may be material. See Note 14 to the
consolidated financial statements in this Annual Report on Form 10-K for a more detailed discussion of our use of derivative instruments.
Credit and Counterparty Risk
Through our normal business activities, we are subject to significant credit and counterparty risks that arise through normal commercial
sales and purchases, including forward commitments to buy or sell, and through various other OTC derivative instruments that we utilize to
manage risks inherent in our business activities. We define credit and counterparty risk as a potential financial loss due to the failure of a
counterparty to honor its obligations. The exposure is measured based upon several factors, including unpaid accounts receivable from
counterparties and unrealized gains from OTC derivative instruments (including forward purchase and sale contracts). Credit and counterparty
risk also includes sovereign credit risk. We actively monitor credit and counterparty risk through credit analysis by the local credit staff and
review by various local and corporate committees which monitor counterparty performance. We record provisions for counterparty losses from
time to time as a result of our credit and counterparty analysis.
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 heightened. This increased risk is monitored through, among other things, increased communication
with key counterparties, management reviews and specific focus on counterparties or groups of counterparties that we may determine as high
risk. In addition, we have limited new credit extensions in certain cases and reduced our use of non-exchange cleared derivative instruments.
Commodities Risk
We operate in many areas of the food industry, from agricultural raw materials to the production and sale of branded food products. As a
result, we purchase and produce various materials, many of which are agricultural commodities, including: soybeans, soybean oil, soybean
meal, softseeds (including sunflower seed, rapeseed and canola) and related oil and meal derived from them, wheat and corn. In addition, we
grow and purchase sugarcane to produce sugar, ethanol and electricity. Agricultural commodities are subject to price fluctuations due to a
number of unpredictable factors that may create price risk. As described above, we are also subject to the risk of counterparty non-performance
under forward purchase or sale contracts. From time to time, we have experienced instances of counterparty non-performance, including as a
result of significant declines in counterparty profitability under these contracts due to significant movements in commodity prices between the
time the contracts were executed and the contractual forward delivery period.
We enter into various derivative contracts with the primary objective of managing our exposure to adverse price movements in the
agricultural commodities used and produced in our business operations. We have established policies that limit the amount of unhedged fixed
price agricultural commodity positions permissible for our operating companies, which are generally a combination of volume and value-at-risk
("VaR") limits. We measure and review our net commodities position on a
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daily basis. Bunge also employs stress testing techniques in order to quantify its exposures to price and liquidity risks under non-normal or
event driven market conditions.
Our daily net agricultural commodity position consists of inventory, forward purchase and sale contracts, OTC and exchange traded
derivative instruments, including those used to hedge portions of our production requirements. The fair value of that position is a summation of
the fair values calculated for each agricultural commodity by valuing all of our commodity positions at quoted market prices for the period
where available or utilizing a close proxy. VaR is calculated on the net position and monitored at the 95% confidence interval. In addition,
scenario analysis and stress testing are performed. For example, one measure of market risk is estimated as the potential loss in fair value
resulting from a hypothetical 10% adverse change in prices. The results of this analysis, which may differ from actual results, are as follows:
Year Ended
December 31, 2016
(US$ in millions)
Highest daily aggregated
position value
Lowest daily aggregated
position value
Fair Value
$
1,207
Year Ended
December 31, 2015
Market Risk
$
Fair Value
(121 )
(682 )
(68 )
$
642
(950 )
Market Risk
$
(64 )
(95 )
Ocean Freight Risk
Ocean freight represents a significant portion of our operating costs. The market price for ocean freight varies depending on the supply
and demand for ocean vessels, global economic conditions and other factors. We enter into time charter agreements for time on ocean freight
vessels based on forecasted requirements for the purpose of transporting agricultural commodities. Our time charter agreements generally have
terms ranging from two months to approximately seven years. We use financial derivatives, generally freight forward agreements, to hedge
portions of our ocean freight costs. The ocean freight derivatives are included in other current assets and other current liabilities on the
consolidated balance sheets at fair value.
Energy Risk
We purchase various energy commodities such as electricity, natural gas and bunker fuel, that are used to operate our manufacturing
facilities and ocean freight vessels. The energy commodities are subject to price risk. We use financial derivatives, including exchange traded
and OTC swaps and options for various purposes, including to manage our exposure to volatility in energy costs. These energy derivatives are
included in other current assets and other current liabilities on the consolidated balance sheets at fair value.
Currency Risk
Our global operations require active participation in foreign exchange markets. Our primary foreign currency exposures are the Brazilian
real , Canadian dollar , the e uro and other European currencies, the Argentine peso and the Chinese yuan/renminbi . To reduce the risk arising
from foreign exchange rate fluctuations, we enter into derivative instruments, such as foreign currency forward contracts, swaps and options.
The changes in market value of such contracts have a high correlation to the price changes in the related currency exposures. The potential loss
in fair value for such net currency position resulting from a hypothetical 10% adverse change in foreign currency exchange rates as of
December 31, 2016 was not material.
When determining our exposure, we exclude intercompany loans that are deemed to be permanently invested. The repayments of
permanently invested intercompany loans are not planned or anticipated in the foreseeable future and therefore, are treated as analogous to
equity for accounting purposes. As a result, the foreign exchange gains and losses on these borrowings are excluded from the
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determination of net income and recorded as a component of accumulated other comprehensive income (loss) in the consolidated balance
sheets. Included in other comprehensive income (loss) are foreign exchange losses of $257 million and $541 million for the years ended
December 31, 2016 and 2015, respectively, related to permanently invested intercompany loans.
Interest Rate Risk
We have debt in fixed and floating rate instruments. We are exposed to market risk due to changes in interest rates. We may enter into
interest rate swap agreements to manage our interest rate exposure related to our debt portfolio.
The aggregate fair value of our short and long-term debt, based on market yields at December 31, 2016, was $4,420 million with a
carrying value of $4,264 million.
A hypothetical 100 basis point increase in the interest yields on our senior note debt at December 31, 2016 would result in a decrease of
approximately $22 million in the fair value of our debt. Similarly, a decrease of 100 basis points in the interest yields on our debt at
December 31, 2016 would cause an increase of approximately $22 million in the fair value of our debt.
A hypothetical 1% change in LIBOR would result in a change of approximately $36 million in our interest expense on our variable rate
debt at December 31, 2016. Some of our variable rate debt is denominated in currencies other than in U.S. dollars and is indexed to non-U.S.
dollar-based interest rate indices, such as EURIBOR and TJLP and certain benchmark rates in local bank markets. As such, the hypothetical
1% change in interest rate ignores the potential impact of any currency movements.
Derivative Instruments
Interest Rate Derivatives —Interest rate derivatives used by us as hedging instruments are recorded at fair value in the consolidated
balance sheets with changes in fair value recorded contemporaneously in earnings. Certain of these swap agreements may be designated as fair
value hedges. The carrying amount of the associated hedged debt is also adjusted through earnings for changes in the fair value arising from
changes in benchmark interest rates. Ineffectiveness is recognized to the extent that these two adjustments do not offset. We may enter into
interest rate swap agreements for the purpose of managing certain of our interest rate exposures. We may also enter into interest rate basis swap
agreements that do not qualify as hedges for accounting purposes. Changes in fair value of such interest rate basis swap agreements are
recorded in earnings.
We recognized gains of approximately $3 million, $9 million and $12 million, respectively, as a reduction of interest expense in the
consolidated statements of income, related to the amortization of deferred gains on termination of interest rate swap agreements for the years
ended December 31, 2016, 2015 and 2014.
Foreign Exchange Derivatives —We use a combination of foreign exchange forward, swap and option contracts in certain of our
operations to mitigate the risk from exchange rate fluctuations in connection with certain commercial and balance sheet exposures. The foreign
exchange forward swap and option contracts may be designated as cash flow hedges. We may also use net investment hedges to partially offset
the translation adjustments arising from the remeasurement of our investment in certain of our foreign subsidiaries.
We assess, both at the inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedge transactions are
highly effective in offsetting changes in the hedged items.
Commodity Derivatives —We use derivative instruments to primarily manage exposure to movements associated with agricultural
commodity prices. We generally use exchange traded futures and options contracts to minimize the effects of changes in the prices of
agricultural commodities on agricultural commodity inventories and forward purchase and sale contracts, but may also from time to
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time 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 and/or losses on these instruments
are settled daily generally through our 100% owned futures clearing subsidiary. Forward purchase and sale contracts are primarily settled
through delivery of agricultural commodities. While we consider these exchange traded futures and forward purchase and sale contracts to be
effective economic hedges, we do not designate or account for the majority of our commodity contracts as hedges. Changes in fair values of
these contracts and related RMI are included in cost of goods sold in the consolidated statements of income. The forward contracts require
performance of both us and the contract counterparty in future periods. Contracts to purchase agricultural commodities generally relate to
current or future crop years for delivery periods quoted by regulated commodity exchanges. Contracts for the sale of agricultural commodities
generally do not extend beyond one future crop cycle.
Ocean Freight Derivatives —We use derivative instruments referred to as freight forward agreements, or FFAs, and FFA options to hedge
portions of our current and anticipated ocean freight costs. A portion of the ocean freight derivatives may be designated as fair value hedges of
our firm commitments to purchase time on ocean freight vessels. Changes in the fair value of the ocean freight derivatives that are qualified,
designated and highly effective as a fair value hedge, along with the gain or loss on the hedged firm commitments to purchase time on ocean
freight vessels that is attributable to the hedged risk, are recorded in earnings. Changes in the fair values of ocean freight derivatives that are not
designated as hedges are also recorded in earnings.
Energy Derivatives —We use derivative instruments for various purposes including to manage our exposure to volatility in energy costs.
Our operations use substantial amounts of energy, including natural gas, coal and fuel oil, including bunker fuel.
For more information, see Note 14 to our consolidated financial statements included as part of this Annual Report on Form 10-K.
Item 8.
Financial Statements and Supplementary Data
Our financial statements and related schedule required by this item are contained on pages F-1 through F-72 and on page E-1 of this
Annual Report on Form 10-K. See Item 15(a) for a listing of financial statements provided.
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Controls and Procedures
Disclosure Controls and Procedures
Disclosure controls and procedures are the controls and other procedures that are designed to provide reasonable assurance that
information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act of 1934, as amended (the
"Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and
communicated to the issuer's management, including the principal executive and principal financial officer, or persons performing similar
functions, as appropriate, to allow timely decisions regarding required disclosure.
As of December 31, 2016, 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
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defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of the end of the period covered by this Annual Report on Form 10-K. Based upon
that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were
effective at the reasonable assurance level as of the end of the fiscal year covered by this Annual Report on Form 10-K.
Management's Report on Internal Control over Financial Reporting
Bunge Limited's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Exchange Act Rules 13a-15(f). Bunge Limited's internal control over financial reporting is designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
U.S. Generally Accepted Accounting Principles.
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 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 or COSO.
Based on this assessment, management concluded that Bunge Limited's internal control over financial reporting was effective as of the
end of the fiscal year covered by this annual report.
Deloitte & Touche LLP, the independent registered public accounting firm that has audited and reported on Bunge Limited's consolidated
financial statements included in this annual report, has issued its written attestation report on Bunge Limited's internal control over financial
reporting, which is included in this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting during the fourth fiscal quarter ended December 31, 2016 that
has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls or
our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and
operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. The design of a control system
must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because
of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or
fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.
Controls may also be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of
the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of
controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or
deterioration in the degree of compliance with policies or procedures.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Bunge Limited
White Plains, New York
We have audited the internal control over financial reporting of Bunge Limited and subsidiaries (the "Company") as of December 31,
2016, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and
for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on
Internal Control Over Financial Reporting . Our responsibility is to express an opinion on the Company's internal control over financial
reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal
executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors,
management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper
management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also,
projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the
controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31,
2016, based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2016 of the Company and our
report dated February 28, 2017 expressed an unqualified opinion on the consolidated financial statements and financial statement schedule.
/s/ Deloitte & Touche LLP
New York, New York
February 28, 2017
68
Table of Contents
Item 9B.
Other Information
None.
PART III
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 2017 Annual General Meeting of Shareholders.
Item 10.
Directors, Executive Officers, and Corporate Governance
We will provide information that is responsive to this Item 10 in our definitive proxy statement for our 2017 Annual General Meeting of
Shareholders under the captions "Election of Directors," "Section 16(a) Beneficial Ownership Reporting Compliance," "Corporate
Governance—Board Meetings and Committees—Audit Committee," "Corporate Governance—Board Composition and Independence," "Audit
Committee Report," "Corporate Governance—Corporate Governance Guidelines and Code of Conduct" and possibly elsewhere therein. That
information is incorporated in this Item 10 by reference. The information required by this item with respect to our executive officers and key
employees is found in Part I of this Annual Report on Form 10-K under the caption "Item 1. Business—Executive Officers and Key Employees
of the Company," which information is incorporated herein by reference.
Item 11.
Executive Compensation
We will provide information that is responsive to this Item 11 in our definitive proxy statement for our 2017 Annual General Meeting of
Shareholders under the captions "Executive Compensation," "Director Compensation," "Compensation Committee Report," and possibly
elsewhere therein. That information is incorporated in this Item 11 by reference.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
We will provide information that is responsive to this Item 12 in our definitive proxy statement for our 2017 Annual General Meeting of
Shareholders under the caption "Share Ownership of Directors, Executive Officers and Principal Shareholders" and possibly elsewhere therein.
That information is incorporated in this Item 12 by reference. The information required by this item with respect to our equity compensation
plan information is found in Part II of this Annual Report on Form 10-K under the caption "Item 5. Market for Registrant's Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity Securities—Securities Authorized for Issuance Under Equity Compensation
Plans," which information is incorporated herein by reference.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
We will provide information that is responsive to this Item 13 in our definitive proxy statement for our 2017 Annual General Meeting of
Shareholders under the captions "Corporate Governance—Board Composition and Independence," "Certain Relationships and Related Party
Transactions" and possibly elsewhere therein. That information is incorporated in this Item 13 by reference.
Item 14.
Principal Accounting Fees and Services
We will provide information that is responsive to this Item 14 in our definitive proxy statement for our 2017 Annual General Meeting of
Shareholders under the caption "Appointment of Independent Auditor" and possibly elsewhere therein. That information is incorporated in this
Item 14 by reference.
69
Table of Contents
PART IV
Item 15.
Exhibits, Financial Statement Schedules
a.
(1) (2) Financial Statements and Financial Statement Schedules
See "Index to Consolidated Financial Statements" on page F-1 and Financial Statement Schedule II—Valuation and Qualifying
Accounts on page E-1 of this Annual Report on Form 10-K.
a.
(3) Exhibits
The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Form 10-K.
Certain of the agreements filed as exhibits to this Form 10-K contain representations and warranties by the parties to the agreements
that have been made solely for the benefit of the parties to the agreement, which may have been included in the agreement for the
purpose of allocating risk between the parties rather than establishing matters as facts and may have been qualified by disclosures that
were made to the parties in connection with the negotiation of these agreements and not necessarily reflected in the agreements.
Accordingly, the representations and warranties contained in these agreements may not describe the actual state of affairs of Bunge
Limited or its subsidiaries as of the date that these representations and warranties were made or at any other time. Investors should
not rely on these representations and warranties as statements of fact. Additional information about Bunge Limited and its
subsidiaries may be found elsewhere in this Annual Report on Form 10-K and Bunge Limited's other public filings, which are
available without charge through the SEC's website at www.sec.gov.
See "Index to Exhibits" set forth below.
Exhibit
Number
Description
3.1
Memorandum of Association (incorporated by reference from the Registrant's Form F-1
(No. 333-65026) filed July 13, 2001)
3.2
Certificate of Deposit of Memorandum of Increase of Share Capital (incorporated by reference
from the Registrant's Form 10-Q filed August 11, 2008)
3.3 * Bye-laws, amended and restated as of May 25, 2016
4.1
Form of Common Share Certificate (incorporated by reference from the Registrant's
Form 10-K filed March 3, 2008)
4.2
Certificate of Designation of 4.875% Cumulative Convertible Perpetual Preference Shares
(incorporated by reference from the Registrant's Form 8-K filed November 20, 2006)
4.3
Form of 4.875% Cumulative Convertible Perpetual Preference Share Certificate (incorporated
by reference from the Registrant's Form 8-K filed November 20, 2006)
4.4
The instruments defining the rights of holders of the long-term debt securities of Bunge and its
subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. Bunge hereby
agrees to furnish copies of these instruments to the Securities and Exchange Commission upon
request
70
Table of Contents
Exhibit
Number
Description
10.1
Fifth Amended and Restated Pooling Agreement, dated as of June 28, 2004, among Bunge
Funding Inc., Bunge Management Services Inc., as Servicer, and The Bank of New York
Mellon, as Trustee (incorporated by reference from the Registrant's Form 10-K filed
February 27, 2012)
10.2
Fifth Amended and Restated Series 2000-1 Supplement, dated as of June 28, 2004, among
Bunge Funding Inc., Bunge Management Services, Inc., as Servicer, Coöperatieve Centrale
Raiffeisen-Boerenleenbank B.A., "Rabobank International," New York Branch, as Letter of
Credit Agent, JPMorgan Chase Bank, N.A., as Administrative Agent, The Bank of New York
Mellon, as Collateral Agent and Trustee, and Bunge Asset Funding Corp., as Series 2000-1
Purchaser (incorporated by reference from the Registrant's Form 10-K filed February 27, 2012)
10.3
Twelfth Amended and Restated Liquidity Agreement, dated as of November 20, 2014, among
Bunge Asset Funding Corp., the financial institutions party thereto, Citibank, N.A., as
Syndication Agent, BNP Paribas and The Bank of Tokyo Mitsubishi UFJ, Ltd., as
Co-Documentation Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent
(incorporated by reference from the Registrant's Form 8-K filed November 24, 2014)
10.4
Annex X, dated as of November 20, 2014 (incorporated by reference from the Registrant's
Form 8-K filed on November 24, 2014)
10.5
Eighth Amended and Restated Guaranty, dated as of November 20, 2014, by Bunge Limited, as
Guarantor, to Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank
International," New York Branch, in its capacity as the letter of credit agent under the Letter of
Credit Reimbursement Agreement for the benefit of the Letter of Credit Banks, JPMorgan
Chase Bank, N.A., in its capacity as the administrative agent under the Liquidity Agreement,
for the benefit of the Liquidity Banks and The Bank of New York Mellon (formerly known as
The Bank of New York), in its capacity as collateral agent under the Security Agreement and as
trustee under the Pooling Agreement (incorporated by reference from the Registrant's Form 8-K
filed on November 24, 2014)
10.6
Facility Agreement, dated March 17, 2014, among Bunge Finance Europe B.V., as Borrower,
ABN AMRO Bank N.V., BNP Paribas, ING Bank N.V., Lloyds Bank plc, The Royal Bank of
Scotland plc, Citigroup Global Markets Limited, Coöperatieve Centrale
Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International), Crédit Agricole
Corporate and Investment Bank, HSBC Bank plc, Industrial and Commercial Bank of
China Ltd., New York Branch, Mizuho Bank, Ltd., Natixis, SG Americas Securities LLC,
Standard Chartered Bank, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Unicredit Bank AG,
New York Branch, as Mandated Lead Arrangers, the financial institutions from time to time
party thereto, and ABN AMRO Bank N.V., as Agent (incorporated by reference from the
Registrant's Form 8-K filed on March 19, 2014)
71
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Exhibit
Number
Description
10.7
Amendment Agreement, dated August 10, 2015, relating to the Facility Agreement, dated
March 17, 2014, among Bunge Finance Europe B.V., as Borrower, ABN AMRO Bank N.V.,
BNP Paribas, ING Bank N.V., Lloyds Bank plc, The Royal Bank of Scotland plc, Citigroup
Global Markets Limited, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as
Rabobank International), Crédit Agricole Corporate and Investment Bank, HSBC Bank plc,
Industrial and Commercial Bank of China Ltd., New York Branch, Mizuho Bank, Ltd., Natixis,
SG Americas Securities LLC, Standard Chartered Bank, The Bank of Tokyo-Mitsubishi
UFJ, Ltd. and Unicredit Bank AG, New York Branch, as Mandated Lead Arrangers, the
financial institutions from time to time party thereto, and ABN AMRO Bank N.V., as Agent
(incorporated by reference from Registrant's Form 8-K filed on August 10, 2015)
10.8
Amended and Restated Guaranty, dated as of August 10, 2015, by Bunge Limited, as
Guarantor, to ABN AMRO Bank N.V., as Agent (incorporated by reference from the
Registrant's Form 8-K filed on August 10, 2015)
10.9
Revolving Credit Agreement, dated as of November 20, 2014, among Bunge Limited Finance
Corp., as Borrower, Citibank, N.A., as Syndication Agent, BNP Paribas and The Bank of
Tokyo Mitsubishi UFJ, Ltd., as Co-Documentation Agents, JPMorgan Chase Bank, N.A., as
Administrative Agent, and certain lenders party thereto (incorporated by reference from the
Registrant's Form 8-K filed on November 24, 2014)
10.10
Guaranty, dated as of November 20, 2014, by Bunge Limited, as Guarantor, to JPMorgan
Chase Bank, N.A., as administrative agent under the Revolving Credit Agreement
(incorporated by reference from the Registrant's Form 8-K filed on November 24, 2014)
10.11
Amended and Restated Credit Agreement, dated June 17, 2014, among Bunge Limited Finance
Corp., as Borrower, CoBank ACB, as Administrative Agent and Lead Arranger, and certain
lenders party thereto (incorporated by reference from the Registrant's Form 10-K filed on
March 2, 2015)
10.12
Amended and Restated Guaranty, dated as of June 17, 2014, between Bunge Limited, as
Guarantor, and CoBank ACB, as Administrative Agent (incorporated by reference from the
Registrant's Form 10-K filed on March 2, 2015)
10.13
Eighth Amendment to and Restatement of the Receivables Transfer Agreement, dated May 26,
2016, among Bunge Securitization B.V., as Seller, Koninklijke Bunge B.V. (f/k/a Bunge
Finance B.V.), as Master Servicer, the persons from time to time party thereto as Conduit
Purchasers, the persons from time to time party thereto as Committed Purchasers, the persons
from time to time party thereto as Purchaser Agents, Coöperatieve Rabobank U.A. (f/k/a
Centrale Raiffeisen-Boerenleenbank B.A.), as Administrative Agent and Purchaser Agent, and
Bunge Limited, as Performance Undertaking Provider (incorporated by reference from the
Registrant's Form 10-Q filed on July 28, 2016)
10.14
Ninth Amendment to the Receivables Transfer Agreement, dated June 30, 2016, among Bunge
Securitization B.V., as Seller, Koninklijke Bunge B.V., as Master Servicer, the persons from
time to time party thereto as Conduit Purchasers, the persons from time to time party thereto as
Committed Purchasers, the persons from time to time party thereto as Purchaser Agents,
Coöperatieve Rabobank U.A., as Administrative Agent and Purchaser Agent, and Bunge
Limited, as Performance Undertaking Provider (incorporated by reference from the Registrant's
form 10-Q filed on July 28, 2016)
72
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Exhibit
Number
Description
10.15 * Tenth Amendment to the Receivables Transfer Agreement, dated October 11, 2016, among
Bunge Securitization B.V., as Seller, Koninklijke Bunge B.V., as Master Servicer, the persons
from time to time party thereto as Conduit Purchasers, the persons from time to time party
thereto as Committed Purchasers, the persons from time to time party thereto as Purchaser
Agents, Coöperatieve Rabobank U.A., as Administrative Agent and Purchaser Agent, and
Bunge Limited, as Performance Undertaking Provider
10.16 * 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, and Coöperatieve
Rabobank U.A., as Administrative Agent
10.17
Performance and Indemnity Agreement, dated June 1, 2011, between Bunge Limited, as
Performance Undertaking Provider and Coöperatieve Centrale Raiffeisen-Boerenleenbank
B.A., as Administrative Agent (incorporated by reference from the Registrant's Form 10-Q
filed on August 9, 2011)
10.18
First Amendment to Performance and Indemnity Agreement, dated May 24, 2012, between
Bunge Limited, as Performance Undertaking Provider and Coöperatieve Centrale
Raiffeisen-Boerenleenbank B.A., as Administrative Agent (incorporated by reference from the
Registrant's Form 10-Q filed on August 1, 2012)
10.19
Subordinated Loan Agreement, dated June 1, 2011, among Bunge Finance B.V., as
Subordinated Lender, Bunge Securitization B.V., as Seller, Bunge Finance B.V., as Master
Servicer, and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., as Administrative Agent
(incorporated by reference from the Registrant's Form 10-Q filed on August 9, 2011)
++10.20
U.S. Receivables Purchase Agreement, dated June 1, 2011, among Bunge North America, Inc.,
Bunge Oils, Inc., Bunge North America (East), LLC, Bunge Milling, Inc., Bunge North
America (OPD West), Inc., each as a Seller, respectively, Bunge Finance B.V., as Seller
Agent, and Bunge North America Capital, Inc., as the Buyer (incorporated by reference from
the Registrant's Form 10-Q filed on August 9, 2011)
10.21
First Amendment to U.S. Receivables Purchase Agreement, dated June 15, 2012, among Bunge
North America, Inc., Bunge Oils, Inc., Bunge North America (East), LLC, Bunge Milling, Inc.,
Bunge North America (OPD West), Inc., each as a Seller, respectively, Bunge Finance B.V., as
Seller Agent, and Bunge North America Capital, Inc., as the Buyer (incorporated by reference
from the Registrant's Form 10-Q filed on August 1, 2012)
10.22*
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
++10.23
U.S. Intermediate Transfer Agreement, dated June 1, 2011, among Bunge North America
Capital, Inc., as the Transferor, Bunge Finance B.V., as the Transferor Agent, and Bunge
Securitization B.V., as the Transferee (incorporated by reference from the Registrant's
Form 10-Q filed on August 9, 2011)
73
Table of Contents
Exhibit
Number
Description
10.24
First Amendment to U.S. Intermediate Transfer Agreement, dated June 15, 2012, among Bunge
North America Capital, Inc., as the Transferor, Bunge Finance B.V., as the Transferor Agent,
and Bunge Securitization B.V., as the Transferee (incorporated by reference from the
Registrant's Form 10-Q filed on August 1, 2012)
10.25
Bunge Limited Equity Incentive Plan (Amended and Restated as of December 31, 2008)
(incorporated by reference from the Registrant's Form 10-K filed March 2, 2009)
10.26
Form of Nonqualified Stock Option Award Agreement (effective as of 2005) under the Bunge
Limited Equity Incentive Plan (incorporated by reference from the Registrant's Form 10-K filed
March 15, 2006)
10.27
Bunge Limited 2009 Equity Incentive Plan (incorporated by reference from the Registrant's
Definitive Proxy Statement filed April 11, 2014)
10.28
Form of Nonqualified Stock Option Award Agreement under the 2009 Bunge Limited Equity
Incentive Plan (incorporated by reference from the Registrant's Form 10-K filed March 1,
2011)
10.29
Form of Restricted Stock Unit Award Agreement under the 2009 Bunge Limited Equity
Incentive Plan (incorporated by reference from the Registrant's Form 10-K filed March 1,
2011)
10.30
Form of Performance Based Restricted Stock Unit-Target EPS Award Agreement under the
2009 Bunge Limited Equity Incentive Plan (incorporated by reference from the Registrant's
Form 10-K filed March 1, 2011)
10.31
Bunge Limited 2016 Equity Incentive Plan (incorporated by reference from the Registrant's
Definitive Proxy Statement filed April 15, 2016)
10.32 * Form of Global Stock Option Agreement under the 2016 Bunge Limited Equity Incentive Plan
10.33 * Form of Global Restricted Stock Unit Agreement under the 2016 Bunge Limited Equity
Incentive Plan (for RSUs subject to pro rata vesting)
10.34 * Form of Global Restricted Stock Unit Agreement under the 2016 Bunge Limited Equity
Incentive Plan (for RSUs subject to cliff vesting)
10.35 * Form of Global Performance Unit Agreement under the 2016 Bunge Limited Equity Incentive
Plan
10.36
Bunge Limited Non-Employee Directors' Equity Incentive Plan (Amended and Restated as of
February 25, 2005) (incorporated by reference from the Registrant's Form 10-K filed March 16,
2005)
10.37
Bunge Limited 2007 Non-Employee Directors' Equity Incentive Plan (Amended and Restated
as of December 31, 2008) (incorporated by reference from the Registrant's Form 10-K filed
March 2, 2009)
10.38
Form of Deferred Restricted Stock Unit Award Agreement (effective as of 2007) under the
Bunge Limited 2007 Non-Employee Directors' Equity Incentive Plan (incorporated by
reference from the Registrant's Form 10-K filed March 3, 2008)
10.39
Form of Restricted Stock Unit Award Agreement under the Bunge Limited 2007
Non-Employee Directors' Equity Incentive Plan (incorporated by reference from the
Registrant's Form 10-K filed March 1, 2010)
74
Table of Contents
Exhibit
Number
Description
10.40
Form of Nonqualified Stock Option Award Agreement (effective as of 2005) under the Bunge
Limited Non-Employee Directors' Equity Incentive Plan (incorporated by reference from the
Registrant's Form 10-K filed March 15, 2006)
10.41
Bunge Limited Deferred Compensation Plan for Non-Employee Directors (Amended and
Restated as of December 31, 2008) (incorporated by reference from the Registrant's Form 10-K
filed March 2, 2009)
10.42
Bunge Excess Benefit Plan (Amended and Restated as of January 1, 2009) (incorporated by
reference from the Registrant's Form 10-K filed March 2, 2009)
10.43
Bunge Excess Contribution Plan (Amended and Restated as of January 1, 2009) (incorporated
by reference from the Registrant's Form 10-K filed March 2, 2009)
10.44
Bunge U.S. SERP (Amended and Restated as of January 1, 2011) (incorporated by reference
from the Registrant's Form 10-K filed March 1, 2011)
10.45
Bunge Limited Employee Deferred Compensation Plan (effective January 1, 2008)
(incorporated by reference from the Registrant's Form 10-K filed March 2, 2009)
10.46
Bunge Limited Annual Incentive Plan (effective January 1, 2011) (incorporated by reference
from the Registrant's Definitive Proxy Statement filed April 16, 2010)
10.47
Description of Non-Employee Directors' Compensation (effective as of January 1, 2014)
10.48
Offer Letter, amended and restated as of December 31, 2008, for Andrew J. Burke
(incorporated by reference from the Registrant's Form 10-K filed March 2, 2009)
10.49
Compensation Letter to Andrew J. Burke, dated August 3, 2011 (incorporated by reference
from the Registrant's Form 10-Q filed on August 9, 2011)
10.50
Offer Letter, dated as of June 14, 2011, for Gordon Hardie (incorporated by reference from the
Registrant's Form 10-Q filed on August 9, 2011)
10.51
Offer Letter, dated as of September 24, 2010, for Raul Padilla (incorporated by reference from
the Registrant's Form 10-Q filed on November 9, 2011)
10.52
Employment Agreement, dated as of February 6, 2013, between Bunge Limited and Soren
Schroder (incorporated by reference from the Registrant's Form 8-K filed February 7, 2013)
10.53 * Offer Letter, dated as of April 11, 2014 for Brian Thomsen
10.54 * Offer Letter, dated as of December 7, 2016, for Thomas Boehlert
12.1 * Computation of Ratio of Earnings to Fixed Charges
21.1 * Subsidiaries of the Registrant
23.1 * Consent of Deloitte & Touche LLP
31.1 * Certification of Bunge Limited's Chief Executive Officer pursuant to Section 302 of the
Sarbanes Oxley Act
31.2 * Certification of Bunge Limited's Chief Financial Officer pursuant to Section 302 of the
Sarbanes Oxley Act
32.1 * Certification of Bunge Limited's Chief Executive Officer pursuant to Section 906 of the
Sarbanes Oxley Act
75
Table of Contents
Exhibit
Number
Description
32.2 * Certification of Bunge Limited's Chief Financial Officer pursuant to Section 906 of the
Sarbanes Oxley Act
101 * The following financial information from Bunge Limited's Annual Report on Form 10-K for
the fiscal year ended December 31, 2015 formatted in Extensible Business Reporting Language
(XBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Balance Sheets,
(iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of
Shareholders' Equity, (v) the Notes to the Consolidated Financial Statements and
(vi) Schedule II—Valuation and Qualifying Accounts
*
Filed herewith.
++
Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission as part of
an application for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
76
Table of Contents
BUNGE LIMITED
Schedule II—Valuation and Qualifying Accounts
(US$ in millions)
Description
FOR THE
YEAR
ENDED
DECEMBER
31, 2014
Allowances for
doubtful
accounts (a)
Allowances for
secured
advances to
suppliers
Allowances for
recoverable
taxes
Income tax
valuation
allowances
FOR THE
YEAR
ENDED
DECEMBER
31, 2015
Allowances for
doubtful
accounts (a)
Allowances for
secured
advances to
suppliers
Allowances for
recoverable
taxes
Income tax
valuation
allowances
FOR THE
YEAR
ENDED
DECEMBER
31, 2016
Allowances for
doubtful
accounts (a)
Allowances for
secured
advances to
suppliers
Allowances for
recoverable
taxes
Income tax
Balance at
beginning of
period
Charged to
costs and
expenses
Charged to
other
accounts (b)
Deductions
from reserves
Balance at
end of period
$
283
71
(23 )
(84) (c) $
247
$
75
9
(7 )
(16 )
$
61
$
70
7
(14 )
(20 )
$
43
$
1,048
76
(46) (d)
—
$
1,078
$
247
64
(47 )
(54) (c) $
210
$
61
11
(21 )
(9 )
$
42
$
43
7
(16 )
(2 )
$
32
$
1,078
44
(324) (d)
—
$
798
$
210
45
15
(58) (c) $
212
$
42
1
9
$
32
798
162
(44 )
1
85 (d)
(2 )
$
50
(160 )
—
$
35
839
valuation
allowances
$
$
(a)
This includes an allowance for doubtful accounts for current and non-current trade accounts receivables.
(b)
This consists primarily of foreign exchange translation adjustments.
(c)
Such amounts include write-offs of uncollectible accounts and recoveries.
(d)
Includes primarily cumulative translation adjustments.
E-1
Table of Contents
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Income for the Years Ended December 31, 2016, 2015 and 2014
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2016,
2015 and 2014
Consolidated Balance Sheets at December 31, 2016 and 2015
Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015 and 2014
Consolidated Statements of Changes in Equity and Redeemable Noncontrolling Interests for the Years
Ended December 31, 2016, 2015 and 2014
Notes to the Consolidated Financial Statements
F-1
F-2
F-3
F-4
F-5
F-6
F-7
F-8
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Bunge Limited
White Plains, New York
We have audited the accompanying consolidated balance sheets of Bunge Limited and subsidiaries (the "Company") as of December 31,
2016 and 2015, and the related consolidated statements of income, comprehensive income (loss), changes in equity and redeemable
noncontrolling interests, and cash flows for each of the three years in the period ended December 31, 2016. Our audits also included the
financial statement schedule listed in the Index at Item 15. These financial statements and the financial statement schedule are the responsibility
of the Company's management. Our responsibility is to express an opinion on the financial statements and the financial statement schedule
based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Bunge Limited and
subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period
ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion,
such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly,
in all material respects, the information set forth therein.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
Company's internal control over financial reporting as of December 31, 2016, based on the criteria established in Internal Control—Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2017
expressed an unqualified opinion on the Company's internal control over financial reporting.
/s/ Deloitte & Touche LLP
New York, New York
February 28, 2017
F-2
Table of Contents
PART I—FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
BUNGE LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(U.S. dollars in millions, except per share data)
2016
Net sales
Cost of goods sold
$
Gross profit
Selling, general and administrative expenses
Interest income
Interest expense
Foreign exchange gains (losses)
Other income (expense)—net
Gain on disposition of equity interests and sale of assets
Equity investment impairments
Goodwill and intangible impairments
Year Ended December 31,
2015
42,679 $
(40,269 )
2014
43,455 $
(40,762 )
57,161
(54,540 )
2,410
(1,286 )
51
(234 )
(8 )
12
122
(59 )
(12 )
2,693
(1,435 )
43
(258 )
(8 )
(18 )
47
—
(13 )
2,621
(1,691 )
87
(347 )
47
17
—
—
—
996
(220 )
1,051
(296 )
734
(249 )
Income (loss) from continuing operations
Income (loss) from discontinued operations, net of tax
776
(9 )
755
35
485
32
Net income (loss)
Net loss (income) attributable to noncontrolling interests
767
(22 )
790
1
517
(2 )
Net income (loss) attributable to Bunge
Convertible preference share dividends and other
obligations
745
791
515
(36 )
(53 )
(48 )
Income (loss) from continuing operations before
income tax
Income tax (expense)
Net income (loss) available to Bunge common
shareholders
$
709
$
738
$
467
5.13 $
(0.06 )
4.90
0.24
$
2.98
0.22
5.14
$
3.20
Earnings per common share—basic (Note 23)
Net income (loss) from continuing operations
Net income (loss) from discontinued operations
$
Net income (loss) to Bunge common shareholders
$
5.07
$
Earnings per common share—diluted (Note 23)
Net income (loss) from continuing operations
Net income (loss) from discontinued operations
$
Net income (loss) to Bunge common shareholders
$
5.07 $
(0.06 )
5.01
$
4.84
0.23
$
2.96
0.21
5.07
$
3.17
The accompanying notes are an integral part of these consolidated financial statements.
F-3
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(U.S. dollars in millions)
Year Ended
December 31,
2015
2016
Net income (loss)
Other comprehensive income (loss):
Foreign exchange translation adjustment
Unrealized gains (losses) on designated cash flow and net
investment hedges, net of tax (expense) benefit of nil, nil
and nil
Unrealized gains (losses) on investments, net of tax
(expense) benefit of nil, nil and $2
Reclassification of realized net losses (gains) to net income,
net of tax expense (benefit) of nil, nil and nil
Pension adjustment, net of tax (expense) benefit of $4, $1
and $32
$
767
$
713
Total other comprehensive income (loss)
Total comprehensive income (loss)
Less: comprehensive (income) loss attributable to
noncontrolling interest
$
790
$
(2,550 )
(1,419 )
147
21
—
—
(2 )
(11 )
77
(9 )
(11 )
20
(85 )
386
(2,306 )
(1,494 )
1,153
(1,516 )
(977 )
1,127
5
$
(1,511 ) $
The accompanying notes are an integral part of these consolidated financial statements.
F-4
517
(305 )
(26 )
Total comprehensive income (loss) attributable to Bunge
2014
6
(971 )
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(U.S. dollars in millions, except share data)
December 31,
2016
ASSETS
Current assets:
Cash and cash equivalents
Time deposits under trade structured finance program (Note 3)
Trade accounts receivable (less allowances of $122 and $125)
(Note 17)
Inventories (Note 4)
Deferred income taxes (Note 13)
Other current assets (Note 5)
$
Total current assets
Property, plant and equipment, net (Note 6)
Goodwill (Note 7)
Other intangible assets, net (Note 8)
Investments in affiliates (Note 10)
Deferred income taxes (Note 13)
Time deposits under trade structured finance program (Note 3)
Other non-current assets (Note 11)
Total assets
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt (Note 15)
Current portion of long-term debt (Note 16)
Letter of credit obligations under trade structured finance
program (Note 3)
Trade accounts payable
Deferred income taxes (Note 13)
Other current liabilities (Note 12)
Total current liabilities
Long-term debt (Note 16)
Deferred income taxes (Note 13)
Other non-current liabilities
Commitments and contingencies (Note 20)
Redeemable noncontrolling interests (Note 21)
Equity (Note 22):
Convertible perpetual preference shares, par value $.01;
authorized, issued and outstanding:
2016 and 2015—6,900,000 shares (liquidation preference
$100 per share)
Common shares, par value $.01; authorized—400,000,000
shares; issued and outstanding:
2016—139,500,862 shares, 2015—142,483,467 shares
Additional paid-in capital
Retained earnings
December 31,
2015
934
64
$
411
325
1,676
4,773
—
3,645
1,607
4,466
208
3,899
11,092
10,916
5,099
373
336
373
524
464
927
4,736
418
326
329
417
—
772
$
19,188
$
17,914
$
257
938
$
648
869
528
3,485
—
2,476
325
2,675
60
2,763
7,684
3,069
239
853
7,340
2,926
209
750
—
37
690
690
1
5,143
8,208
1
5,105
7,725
Accumulated other comprehensive income (loss) (Note 22)
Treasury shares, at cost—2016—12,882,313 and
2015—9,586,083 shares, respectively
(5,978 )
(6,360 )
(920 )
(720 )
Total Bunge shareholders' equity
Noncontrolling interests
7,144
199
6,441
211
Total equity
7,343
6,652
Total liabilities and equity
$
19,188
$
The accompanying notes are an integral part of these consolidated financial statements.
F-5
17,914
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in millions)
Year Ended
December 31,
2015
2016
2014
OPERATING ACTIVITIES
Net income
Adjustments to reconcile net income to cash provided by (used for) operating activities:
Impairment charges
Foreign exchange loss (gain) on debt
Gain on disposition of equity interest of operations
Bad debt expense
Depreciation, depletion and amortization
Share-based compensation expense
Deferred income tax expense/(benefit)
Other, net
Changes in operating assets and liabilities, excluding the effects of acquisitions:
Trade accounts receivable
Inventories
Secured advances to suppliers
Trade accounts payable
Advances on sales
Net unrealized gain/loss on derivative contracts
Margin deposits
Recoverable and income taxes, net
Accrued liabilities
Other, net
$
Cash provided by (used for) operating activities
INVESTING ACTIVITIES
Payments made for capital expenditures
Acquisitions of businesses (net of cash acquired)
Proceeds from investments
Payments for investments
Settlement of net investment hedges
Proceeds from disposals of property, plant and equipment
Change in restricted cash
Proceeds from sale of grain assets in Canada and investments in affiliates
Payments for investments in affiliates
Other, net
$
Cash provided by (used for) financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of period
$
790
$
517
87
80
(122 )
13
547
44
126
15
57
(213 )
(47 )
35
545
46
16
(26 )
130
(215 )
—
30
607
49
(90 )
(76 )
(131 )
(269 )
38
708
36
(84 )
199
(178 )
(148 )
176
(97 )
314
(397 )
(88 )
22
(16 )
(154 )
(36 )
(7 )
(134 )
108
(161 )
21
(100 )
78
237
(22 )
(59 )
367
(22 )
610
1,904
Cash provided by (used for) investing activities
FINANCING ACTIVITIES
Net change in short-term debt with maturities of 90 days or less
Proceeds from short-term debt with maturities greater than 90 days
Repayments of short-term debt with maturities greater than 90 days
Proceeds from long-term debt
Repayments of long-term debt
Proceeds from sale of common shares
Repurchases of common shares
Dividends paid to preference shareholders
Dividends paid to common shareholders
Dividends paid to noncontrolling interests
Capital contributions (return of capital) from noncontrolling interests, net
Acquisition of noncontrolling interest
Other, net
Cash and cash equivalents, end of period
767
1,399
(784 )
(34 )
802
(553 )
(375 )
27
(2 )
—
(40 )
33
(649 )
(347 )
295
(235 )
203
13
1
88
(167 )
(4 )
(839 )
(39 )
282
(196 )
—
22
101
—
(57 )
41
(926 )
(802 )
(685 )
(206 )
428
(477 )
10,396
(10,080 )
—
(200 )
(34 )
(223 )
(25 )
(10 )
(39 )
(18 )
(176 )
713
(350 )
9,354
(8,659 )
25
(300 )
(34 )
(207 )
(8 )
(13 )
—
15
(134 )
863
(667 )
13,014
(13,667 )
74
(300 )
(34 )
(187 )
(9 )
6
—
(17 )
(488 )
33
360
(119 )
(1,058 )
(36 )
523
411
49
362
934
$
411
(380 )
742
$
362
The accompanying notes are an integral part of these consolidated financial statements.
F-6
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS
(U.S. dollars in millions, except share data)
Convertible
Preference Shares
Redeemable
NonControlling
Interests
Common Shares
Amoun
t
Shares
Balance, January 1,
2014
Net income (loss)
Accretion of
noncontrolling
interest
Other comprehensive
income (loss)
Dividends on common
shares
Dividends on
preference shares
Dividends to
noncontrolling
interests on
subsidiary common
stock
Acquisition of
Noncontrolling
interest
Share-based
compensation
expense
Repurchase of
common shares
Issuance of common
shares
Balance, December 31,
2014
Net income (loss)
Accretion of
noncontrolling
interests
Other comprehensive
income (loss)
Dividends on common
shares
Dividends on
preference shares
Dividends to
noncontrolling
interests on
subsidiary common
stock
Return of capital to
noncontrolling
interests
Share-based
compensation
expense
Repurchase of
common shares
Issuance of common
shares
Balance, December 31,
2015
Net income (loss)
Accretion of
noncontrolling
interests
Other comprehensive
income (loss)
Dividends on common
shares
$
$
$
Accumulated
Other
Comprehensive
Income (Loss)
37
(9 )
6,900,000
—
$
Additional
Paid-in
Capital
Retained
Earnings
$
$
690
—
147,796,784
—
$
1
—
4,967
—
6,891
515
—
—
—
—
(14 )
—
(5 )
—
—
—
—
—
—
—
—
—
—
—
—
(192 )
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
6,900,000
—
$
NonControlling
Interests
Amoun
t
Shares
14
37
(14 )
Treasury
Shares
$
(2,572 ) $
—
231
2
—
—
—
(8
—
—
—
(34 )
—
—
—
—
—
—
—
(10
—
(23 )
—
—
—
29
—
49
—
—
—
—
(3,780,987 )
—
—
—
—
(300 )
—
—
1,687,401
—
74
—
—
—
—
690
—
145,703,198
—
$
1
—
$
5,053
—
$
7,180
791
—
(120 ) $
—
(1,486 )
$
(4,058 ) $
—
244
(1
19
—
—
—
—
(19 )
—
(5 )
—
—
—
—
—
—
—
—
—
—
—
—
(212 )
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
652,079
37
1
6,900,000
—
690
—
142,483,467
—
2
—
—
—
—
(2 )
—
—
—
—
(1 )
—
—
—
—
—
—
382
—
4
—
—
—
—
—
—
(228 )
—
—
—
$
(3,871,810 )
$
—
—
—
(4
—
—
—
(34 )
—
—
—
—
—
—
—
(9
—
—
—
—
—
(19
—
46
—
—
—
—
—
—
—
—
(300 )
—
—
25
—
—
—
—
1
—
$
5,105
—
$
7,725
745
—
(420 ) $
—
(2,302 )
$
(6,360 ) $
—
(720 ) $
—
211
22
Dividends on
preference shares
Dividends to
noncontrolling
interests on
subsidiary common
stock
Noncontrolling
decrease from
redemption
Acquisition of
Noncontrolling
interest
Deconsolidation of a
subsidiary
Share-based
compensation
expense
Repurchase of
common shares
Issuance of common
shares
Balance,
December 31, 2016
$
—
—
—
—
—
—
(34 )
—
—
—
—
—
—
—
—
—
—
—
—
(25
—
—
—
—
—
—
—
—
(6
(39 )
—
—
—
—
(2 )
—
—
—
19
—
—
—
—
—
—
—
—
—
(26
—
—
—
—
—
44
—
—
—
—
—
—
—
—
—
—
—
(200 )
—
—
—
—
313,625
—
(2 )
—
—
—
—
—
6,900,000
690
139,500,862
$
(3,296,230 )
$
1
$
5,143
$
8,208
The accompanying notes are an integral part of these consolidated financial statements.
F-7
$
(5,978 ) $
(920 ) $
199
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF BUSINESS, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES
Description of Business —Bunge Limited, a Bermuda holding company, together with its consolidated subsidiaries and variable interest
entities ("VIEs") in which it is considered the primary beneficiary, through which its businesses are conducted (collectively "Bunge"), is an
integrated, global Agribusiness and Food company. Bunge's common shares trade on the New York Stock Exchange under the ticker symbol
"BG." Bunge operates in four principal business areas, which include five reportable segments: Agribusiness, Edible Oil Products, Milling
Products, Sugar and Bioenergy and Fertilizer.
Agribusiness —Bunge's Agribusiness segment is an integrated business involved in the purchase, storage, transport, processing and sale of
agricultural commodities and commodity products. Bunge's agribusiness operations and assets are located in North America, South America,
Europe and Asia-Pacific with merchandising and distribution offices throughout the world.
Bunge's Agribusiness segment also participates in related financial activities, such as offering trade structured finance, which leverages its
international trade flows, providing risk management services to customers by assisting them with managing price exposure to agricultural
commodities, proprietary trading of foreign exchange and other financial instruments and developing private investment vehicles to invest in
businesses complementary to Bunge's commodities operations.
Edible Oil products —Bunge's Edible Oil Products segment produces and sells edible oil products, such as packaged and bulk oils,
shortenings, margarine, mayonnaise and other products derived from the vegetable oil refining process. Bunge's edible oil products operations
are located in North America, South America, Europe and Asia-Pacific.
Milling products —Bunge's Milling Products segment includes wheat, corn and rice milling businesses, which purchase wheat, corn and
rice directly from farmers and dealers and process them into milled products for food processors, bakeries, brewers, snack food producers and
other customers. Bunge's wheat milling activities are primarily in Mexico and Brazil. Corn and rice milling activities are in the United States
and Mexico.
Sugar and Bioenergy —Bunge's Sugar and Bioenergy segment includes its global sugar merchandising and distribution activities, sugar
and ethanol production in Brazil, and ethanol production investments. This segment is an integrated business involved in the growing and
harvesting of sugarcane from land owned or managed through agricultural partnership agreements and additional sourcing of sugarcane from
third parties to be processed at its eight mills in Brazil to produce sugar, ethanol and electricity. The Sugar and Bioenergy segment is also a
merchandiser and distributor of sugar and ethanol within Brazil and a global merchandiser and distributor of sugar through its global trading
offices. In addition, the segment includes investments in corn-based ethanol producers in the United States and Argentina.
Fertilizer —Bunge's Fertilizer segment operates primarily as a producer and blender of NPK (nitrogen, phosphate and potassium)
fertilizer formulas, including phosphate-based liquid and solid nitrogen fertilizers through its operations in Argentina to farmers and
distributors in Argentina. This segment also includes the operations of fertilizer ports in Brazil and Argentina.
Basis of Presentation —The consolidated financial statements are prepared in conformity with accounting principles generally accepted
in the United States of America ("U.S. GAAP").
F-8
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
1. NATURE OF BUSINESS, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
Discontinued Operations —In determining whether a disposal group should be presented as discontinued operations, Bunge makes a
determination of whether such a group being disposed of comprises a component of the entity, or a group of components of the entity, that
represents a strategic shift that has, or will have, a major effect on the reporting entity's operations and financial results. If these determinations
are made affirmatively, the results of operations of the group being disposed of (as well as any gain or loss on the disposal transaction) are
aggregated for separate presentation apart from the continuing operations of the Company for all periods presented in the consolidated financial
statements.
Principles of Consolidation —The accompanying consolidated financial statements include the accounts of Bunge, its subsidiaries and
VIEs in which Bunge is considered to be the primary beneficiary, and as a result, include the assets, liabilities, revenues and expenses of all
entities over which Bunge exercises control. Equity investments in which Bunge has the ability to exercise significant influence but does not
control are accounted for by the equity method of accounting. Investments in which Bunge does not exercise significant influence are
accounted for by the cost method of accounting. Intercompany accounts and transactions are eliminated. Bunge consolidates VIEs in which it is
considered to be the primary beneficiary and reconsiders such conclusion at each reporting period. An enterprise is determined to be the
primary beneficiary if it has a controlling financial interest under U.S. GAAP, defined as (a) the power to direct the activities of a VIE that
most significantly impact the VIE's business and (b) the obligation to absorb losses of or the right to receive benefits from the VIE that could
potentially be significant to the VIE's operations. Performance of that analysis requires the exercise of judgment.
Noncontrolling interests in subsidiaries related to Bunge's ownership interests of less than 100% are reported as noncontrolling interests in
the consolidated balance sheets. The noncontrolling ownership interests in Bunge's earnings, net of tax, is reported as net (income) loss
attributable to noncontrolling interests in the consolidated statements of income.
Reclassifications —Certain prior year amounts have been reclassified to conform to current year presentation.
Use of Estimates —The preparation of consolidated financial statements in conformity with U.S. GAAP requires the application of
accounting policies that often require management to make substantial judgment or estimation in their application. These judgments and
estimations may significantly affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements. They may also affect reported amounts of revenues and expenses. Actual results could differ from those estimates.
Translation of Foreign Currency Financial Statements —Bunge's reporting currency is the U.S. dollar. The functional currency of the
majority of Bunge's foreign subsidiaries is their local currency and, as such, amounts included in the consolidated statements of income,
comprehensive income (loss), cash flows and changes in equity are translated using average exchange rates during each period. Assets and
liabilities are translated at period-end exchange rates and resulting foreign exchange translation adjustments are recorded in the consolidated
balance sheets as a component of accumulated other comprehensive income (loss).
F-9
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
1. NATURE OF BUSINESS, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
Foreign Currency Transactions —Monetary assets and liabilities denominated in currencies other than the functional currency are
remeasured into their respective functional currencies at exchange rates in effect at the balance sheet date. The resulting exchange gain or loss
is included in Bunge's consolidated statements of income as foreign exchange gain (loss) unless the remeasurement gain or loss relates to an
intercompany transaction that is of a long-term investment nature and for which settlement is not planned or anticipated in the foreseeable
future. Gains or losses arising from translation of such transactions are reported as a component of accumulated other comprehensive income
(loss) in Bunge's consolidated balance sheets.
Cash and Cash Equivalents —Cash and cash equivalents include time deposits and readily marketable securities with original maturity
dates of three months or less at the time of acquisition.
Trade Accounts Receivable and Secured Advances to Suppliers —Trade accounts receivable and secured advances to suppliers are stated
at their historical carrying amounts net of write-offs and allowances for uncollectible accounts. Bunge establishes an allowance for
uncollectible trade accounts receivable and secured advances to farmers based on historical experience, farming economics and other market
conditions as well as specific customer collection issues. Uncollectible accounts are written off when a settlement is reached for an amount
below the outstanding historical balance or when Bunge has determined that collection is unlikely.
Secured advances to suppliers bear interest at contractual rates which reflect current market interest rates at the time of the transaction.
There are no deferred fees or costs associated with these receivables. As a result, there are no imputed interest amounts to be amortized under
the interest method. Interest income is calculated based on the terms of the individual agreements and is recognized on an accrual basis.
Bunge follows accounting guidance on the disclosure of the credit quality of financing receivables and the allowance for credit losses,
which requires information to be disclosed at disaggregated levels, defined as portfolio segments and classes.
Under this guidance, a class of receivables is considered impaired, based on current information and events, if Bunge determines it
probable that all amounts due under the original terms of the receivable will not be collected. Recognition of interest income is suspended once
the farmer defaults on the originally scheduled delivery of agricultural commodities as the collection of future income is determined not to be
probable. No additional interest income is accrued from the point of default until ultimate recovery, at which time amounts collected are
credited first against the receivable and then to any unrecognized interest income.
Inventories —Readily marketable inventories ("RMI") are agricultural commodity inventories, such as soybeans, soybean meal, soybean
oil, corn and wheat that are readily convertible to cash because of their commodity characteristics, widely available markets and international
pricing mechanisms. All of Bunge's RMI are valued at fair value. These agricultural commodity inventories have quoted market prices in active
markets, may be sold without significant further processing and have predictable and insignificant disposal costs. Changes in the fair values of
merchandisable agricultural commodities inventories are recognized in earnings as a component of cost of goods sold.
F-10
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
1. NATURE OF BUSINESS, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
Inventories other than RMI are stated at the lower of cost or market by inventory product class. Cost is determined using primarily the
weighted-average cost method.
Derivative Instruments and Hedging Activities —Bunge enters into derivative instruments to manage its exposure to movements
associated with agricultural commodity prices, transportation costs, foreign currency exchange rates, interest rates and energy costs. Bunge's
use of these instruments is generally intended to mitigate the exposure to market variables (see Note 14).
Generally, derivative instruments are recorded at fair value in other current assets or other current liabilities in Bunge's consolidated
balance sheets. Bunge assesses, both at the inception of a hedge and on an ongoing basis, whether any derivatives designated as hedges are
highly effective in offsetting changes in the hedged items. The effective and ineffective portions of changes in fair values of derivative
instruments designated as fair value hedges, along with the gains or losses on the related hedged items are recorded in earnings in the
consolidated statements of income in the same caption as the hedged items. The effective portion of changes in fair values of derivative
instruments that are designated as cash flow hedges are recorded in accumulated other comprehensive income (loss) and are reclassified to
earnings when the hedged cash flows affect earnings or when the hedge is no longer considered to be effective. The ineffective portion of cash
flow hedges is recorded in earnings. In addition, Bunge may designate certain derivative instruments as net investment hedges to hedge the
exposure associated with its equity investments in foreign operations. The effective portions of changes in the fair values of net investment
hedges, which are evaluated based on forward rates, are recorded as a component of accumulated other comprehensive income (loss) in the
consolidated balance sheets and the ineffective portions of such derivative instruments are recorded in foreign exchange gains (losses) in the
consolidated statements of income.
Marketable Securities and Other Short-Term Investments —Bunge classifies its marketable securities and short-term investments as
held-to-maturity and trading. Available-for sale securities are reported at fair value with unrealized gains (losses) included in accumulated other
comprehensive income (loss). Held-to-maturity securities and investments represent financial assets in which Bunge has the intent and ability
to hold to maturity. Trading securities are bought and held principally for the purpose of selling them in the near term and therefore held for
only a short period of time. Bunge values its marketable securities at fair value and monitors its held-to-maturity investments for impairment
periodically, and recognizes an impairment charge when the decline in fair value of an investment is judged to be other than temporary.
Recoverable Taxes —Recoverable taxes include value-added taxes paid upon the acquisition of raw materials and taxable services and
other transactional taxes, which can be recovered in cash or as compensation against income taxes or other taxes owed by Bunge, primarily in
Brazil and Europe. These recoverable tax payments are included in other current assets or other non-current assets based on their expected
realization. In cases where Bunge determines that recovery is doubtful, recoverable taxes are reduced by allowances for the estimated
unrecoverable amounts.
Property, Plant and Equipment, Net —Property, plant and equipment, net is stated at cost less accumulated depreciation and depletion.
Major improvements that extend the life, capacity or efficiency or improve the safety of an asset are capitalized, while maintenance and repairs
are expensed as incurred. Costs related to legal obligations associated with the future retirement of capitalized assets
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
1. NATURE OF BUSINESS, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
are capitalized as part of the cost of the related asset. Bunge generally capitalizes eligible costs to acquire or develop internal-use software that
are incurred during the application development stage. Interest costs on borrowings during construction/completion periods of major capital
projects are also capitalized.
Included in property, plant and equipment are biological assets, primarily sugarcane, that are stated at cost less accumulated depletion.
Depletion is calculated using the estimated units of production based on the remaining useful life of the growing sugarcane. Depreciation is
computed based on the straight-line method over the estimated useful lives of the assets.
Useful lives for property, plant and equipment are as follows:
Years
Biological assets
Buildings
Machinery and equipment
Furniture, fixtures and other
Computer software
5-7
10 - 50
7 - 25
3 - 20
3 - 10
Goodwill —Goodwill represents the cost in excess of the fair value of net assets acquired in a business acquisition. Goodwill is not
amortized but is tested annually for impairment or between annual tests if events or circumstances indicate potential impairment. Bunge's
annual impairment testing is generally performed during the fourth quarter of its fiscal year.
Goodwill is tested for impairment at the reporting unit level, which has been determined to be the Company's operating segments or one
level below the operating segments in certain instances (see Note 7).
Impairment of Property, Plant and Equipment and Finite Lived Intangible Assets —Finite lived intangible assets include primarily
trademarks, customer lists and port facility usage rights and are amortized on a straight-line basis over their contractual or legal lives (see
Note 8) or their estimated useful lives where such lives are not determined by law or contract.
Bunge reviews its property, plant and equipment and finite-lived intangible assets for impairment whenever events or changes in
circumstances indicate that carrying amounts may not be recoverable. Bunge bases its evaluation of recoverability on such indicators as the
nature, future economic benefits and geographic locations of the assets, historical or future profitability measures and other external market
conditions. If these indicators result in the expected non-recoverability of the carrying amount of an asset or asset group, Bunge evaluates
potential impairment using undiscounted estimated future cash flows. If such undiscounted future cash flows during the asset's remaining
useful life are below its carrying value, a loss is recognized for the shortfall, measured by the present value of the estimated future cash flows
or by third-party appraisals. Bunge records impairments related to property, plant and equipment and finite-lived intangible assets used in the
processing of its products in cost of goods sold in its consolidated statements of income. Any impairment of marketing or brand assets is
recognized in selling, general and administrative expenses in the consolidated statements of income (see Note 9).
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
1. NATURE OF BUSINESS, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
Property, plant and equipment and other finite-lived intangible assets to be sold or otherwise disposed of are reported at the lower of
carrying amount or fair value less cost to sell.
Impairment of Investments in Affiliates —Bunge reviews its investments annually or when an event or circumstances indicate that a
potential decline in value may be other than temporary. Bunge considers various factors in determining whether to recognize an impairment
charge, including the length of time that the fair value of the investment is expected to be below its carrying value, the financial condition,
operating performance and near-term prospects of the affiliate and Bunge's intent and ability to hold the investment for a period of time
sufficient to allow for recovery of the fair value. Impairment charges for investments in affiliates are included within selling, general and
administrative expenses (see Note 9 and 10).
Share-Based Compensation —Bunge maintains equity incentive plans for its employees and non-employee directors (see Note 24).
Bunge accounts for share-based compensation based on the grant date fair value. Share-based compensation expense is recognized on a
straight-line basis over the requisite service period.
Income Taxes —Income tax expenses and benefits are recognized based on the tax laws and regulations in the jurisdictions in which
Bunge's subsidiaries operate. Under Bermuda law, Bunge is not required to pay taxes in Bermuda on either income or capital gains. The
provision for income taxes includes income taxes currently payable and deferred income taxes arising as a result of temporary differences
between the carrying amounts of existing assets and liabilities in Bunge's financial statements and their respective tax bases. Deferred tax assets
are reduced by valuation allowances if current evidence does not suggest that the deferred tax asset will be realized. Accrued interest and
penalties related to unrecognized tax benefits are recognized in income tax (expense) benefit in the consolidated statements of income (see
Note 13).
The calculation of tax liabilities involves management's judgments concerning uncertainties in the application of complex tax regulations
in the many jurisdictions in which Bunge operates. Investment tax credits are recorded in income tax expense in the period in which such
credits are granted.
Revenue Recognition —Sales of agricultural commodities, fertilizers and other products are recognized when persuasive evidence of an
arrangement exists, the price is determinable, the product has been delivered, title to the product and risk of loss transfer to the customer, which
is dependent on the agreed upon sales terms with the customer and when collection of the sale price is reasonably assured. Sales terms provide
for passage of title either at the time and point of shipment or at the time and point of delivery of the product being sold. Net sales consist of
gross sales less discounts related to promotional programs and sales taxes. Interest income on secured advances to suppliers is included in net
sales due to its operational nature (see Note 5). Shipping and handling charges billed to customers are included in net sales and related costs are
included in cost of goods sold.
Research and Development —Research and development costs are expensed as incurred. Research and development expenses were
$17 million, $16 million and $20 million for the years ended December 31, 2016, 2015 and 2014, respectively.
New Accounting Pronouncements —In November 2016, the Financial Accounting Standards Board ("FASB") issued Accounting
Standards Update ("ASU") 2016-18, Statement of Cash Flows (Topic 230),
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
1. NATURE OF BUSINESS, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
Restricted Cash (a consensus of the Emerging Issues Task Force) . Similar to ASU 2016-15 as described below, this update attempts to reduce
diversity in practice and provides guidance on the presentation of restricted cash or restricted cash equivalents in the statement of cash flows.
The guidance will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early
adoption is permitted. Bunge is evaluating the impact of this guidance on its consolidated financial statements.
In October 2016, the FASB issued ASU 2016-17, Consolidation (Topic 810), Interests Held through Related Parties That Are under
Common Control, which provides that a single decision maker is not required to consider indirect interests held through related parties that are
under common control with the decision maker to be equivalents of direct interests in their entity. The new guidance will be effective for fiscal
years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The adoption of this
standard is not expected to have a material impact on Bunge's consolidated financial statements.
In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory, which
eliminates an exception in the current guidance prohibiting a reporting entity to recognize income taxes consequences of an intra-entity transfer
of an asset other than inventory, such as transfers of intellectual property and property, plant, and equipment, until the asset has been sold to an
outside party. The new guidance does not include new disclosure requirements; however, existing disclosure requirements might be applicable
when accounting for the current and deferred income taxes for an intra-entity transfer. ASU 2016-16 will be effective for fiscal years beginning
after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. Bunge is evaluating the impact of this
standard on its consolidated financial statements.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash
Payments (a consensus of the Emerging Issues Task Force). This update attempts to reduce diversity in practice by providing guidance on the
classification of certain cash receipts and payments in the statement of cash flows. The new standard is effective for Bunge for fiscal years
beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. Bunge is evaluating the
impact of this standard on its consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326) , which introduces a new accounting
model, referred to as the current expected credit losses (CECL) model, for estimating credit losses on certain financial instruments and expands
the disclosure requirements for estimating such credit losses. Under the new model, an entity is required to estimate the credit losses expected
over the life of an exposure (or pool of exposures). The guidance also amends the current impairment model for debt securities classified as
available-for-sale securities. The new guidance will be effective for fiscal years beginning after December 15, 2019, including interim periods
within those fiscal years. Early adoption is permitted. Bunge is evaluating the impact of this standard on its consolidated financial statements.
In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718), Improvements to Employee
Share-Based Payment Accounting . This update identifies areas for simplification involving several aspects of accounting for share-based
payment transactions, including
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
1. NATURE OF BUSINESS, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense
with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. The new standard is effective
for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The adoption of this standard is not expected
to have a material impact on Bunge's consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . Under the new provisions, all lessees will report on the balance
sheet a right-of-use asset and a liability for the obligation to make payments with the exception of those leases with a term of 12 months or less.
The new provisions will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.
Early adoption is permitted. Bunge is evaluating the expected impact of this standard on its consolidated financial statements.
In January 2016, the FASB issued ASU 2016-01, Financial Instruments —Overall (Subtopic 825-10): Recognition and Measurement of
Financial Assets and Financial Liabilities , which amends the guidance relating to the classification and measurement of financial instruments.
Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the
presentation and disclosure requirements for financial instruments. The new standard is effective for fiscal years, including interim periods
within those fiscal years, beginning after December 15, 2017. Early adoption is not permitted except for certain provisions. Bunge is evaluating
the expected impact of this standard on its consolidated financial statements.
In May 2014, the FASB amended ASC (Topic 605) Revenue Recognition and created ASC ( Topic 606 ) Revenue from Contracts with
Customers . The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to
customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The
initial effective date is for interim and annual periods beginning on or after December 15, 2016. However, in August 2015, the FASB issued an
amendment effectively deferring the implementation date for all entities by one year but also permitting companies to early adopt the guidance
as of the original effective date, but not before January 1, 2017. During 2016, the FASB issued additional implementation guidance and
practical expedients in ASU 2016-08 Revenue from Contracts with Customers (Topic 606), Principal versus Agent Considerations (Reporting
Revenue Gross versus Net) , ASU 2016-10 Revenue from Contracts with Customers (Topic 606), Identifying Performance Obligations and
Licensing , ASU 2016-12 Revenue from Contracts with Customers (Topic 606), Narrow-Scope Improvements and Practical Expedients, and
ASU 2016-20 Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, to improve the guidance. The
new requirements may be implemented either retrospectively for all prior periods presented (i.e., the full retrospective approach), or
retrospectively with a cumulative-effect adjustment at the date of initial application (i.e., the modified retrospective approach). The Company
expects to adopt the standard under the modified retrospective approach upon its effective date with a cumulative-effect adjustment to opening
retained earnings. The Company has substantially completed its adoption assessment and does not expect a material measurement impact on
the Company's results of operations, financial position or cash flows. The adoption of the new guidance will require expanded disclosure which
the Company is still evaluating.
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BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
1. NATURE OF BUSINESS, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recently Adopted Accounting Pronouncements —In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740),
Balance Sheet Classification of Deferred Taxes . The amendments in this update require that deferred tax liabilities and assets be classified as
noncurrent in a classified balance sheet. The update is effective for fiscal years beginning after December 15, 2016 on a prospective or
retrospective basis, with earlier application permitted. Bunge early adopted this ASU on a prospective basis effective April 1, 2016 and the
adoption did not have a material impact on Bunge's consolidated financial statements.
In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt
Issuance Costs. The amendments in this update require debt issuance costs related to a recognized debt liability to be presented in the balance
sheet as a direct deduction from the carrying amount of the related debt liability, consistent with debt discounts, instead of being presented as
an asset. Bunge adopted this ASU upon its effective date of January 1, 2016 and the adoption did not have a material impact on Bunge's
consolidated financial statements.
In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810), Amendments to the Consolidation Analysis. The standard
makes targeted amendments to the current consolidation guidance and ends the deferral granted to investment companies from applying the
VIE guidance and requires companies to reevaluate all legal entities under revised consolidation guidance. The revised consolidation rules
provide guidance for evaluating: i) limited partnerships and similar entities for consolidation, ii) how decision maker or service provider fees
affect the consolidation analysis, iii) how interests held by related parties affect the consolidation analysis and iv) the consolidation analysis
required for certain investment funds. The standard was effective for interim and annual reporting periods beginning after December 15, 2015
and Bunge adopted ASU 2015-02 upon its effective date of January 1, 2016 using a modified retrospective approach. As a result of the initial
application of ASU 2015-02, Bunge deconsolidated a Brazilian grain terminal and the remainder of its previously consolidated private equity
and other investment funds. There was no cumulative effect to retained earnings as a result of the deconsolidation of these entities since there
was no difference between the net amounts subtracted from Bunge's financial statements and the retained interest in those entities.
2. BUSINESS ACQUISITIONS AND DISPOSTIONS
Acquisitions
On October 4, 2016, Bunge acquired a 62.8% equity stake in Walter Rau Neusser Öl und Fett Aktiengesellschaft ("Walter Rau Neusser"),
a vegetable oil blends producer for large-scale commercial customers based in Germany. Bunge paid approximately $33 million for its
controlling interest in Walter Rau Neusser and has been consolidated in Bunge's financial statements.
On August 30, 2016, Bunge announced it had reached an agreement to acquire a controlling interest in Grupo Minsa S.A.B. de C.V.
("Minsa"), a leading corn flour producer in North America. The transaction is expected to close in the first half of 2017, subject to certain
closing conditions, including the resolution of pending litigation brought by a former shareholder of the parent company of Minsa challenging
the proposed acquisition. As part of the transaction, Bunge will acquire control of four mills in Mexico and two mills in the United States. The
purchase price is expected to be approximately $311 million, subject to working capital and other adjustments.
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BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. BUSINESS ACQUISITIONS AND DISPOSTIONS (Continued)
On February 28, 2017, Bunge and Cargill, Inc. closed on the acquisition of two oilseed processing plants and operations in the
Netherlands and France pursuant to an agreement on August 5, 2016. Bunge paid a total purchase price of approximately $225 million, plus
working capital and other adjustments of approximately $120 million. Results of operations for this acquisition will be included in Bunge's
consolidated financial statements from the date of acquisition.
In October 2015, Bunge Alimentos S.A., an indirect wholly owned subsidiary of Bunge, closed on the acquisition of 100% ownership
interest in Moinho Pacifico, a Brazilian wheat mill and port terminal in Santos, Brazil. Bunge paid approximately 1,087 million Brazilian reais
(approximately $282 million). The final allocation of the purchase price based on the fair values of assets and liabilities acquired resulted in
$98 million in property, plant and equipment, $10 million in inventory, $9 million in other net assets and liabilities and $97 million of
finite-lived intangible assets. The transaction also resulted in $68 million of goodwill allocated to Bunge's milling operations in Brazil.
In October 2015, Bunge acquired Whole Harvest Foods ("WHF") for $27 million, including $25 million in cash and $2 million in a
working capital adjustment. The purchase price allocation resulted in $4 million in property, plant and equipment, $2 million in inventory and
$15 million of intangible assets. The transaction also resulted in $6 million of goodwill allocated to Bunge's edible oils operations in the United
States. WHF refines expeller pressed soybean, canola, and cottonseed oil to produce extended life oil that is chemical solvent, trans fat and
cholesterol free. WHF has operations in North Carolina and a packaging/distribution center in Nevada within the United States.
In June 2015, Bunge entered into a transaction to acquire the 80% majority interest in a biodiesel entity operating a plant in Spain where
Bunge had, prior to this transaction, a 20% interest accounted for under the equity method in its Agribusiness segment. The purchase price of
the majority interest was $7 million, net of cash acquired including existing loans and other receivables totaling $3 million owed to Bunge by
the entity were extinguished as part of the transaction. The preliminary purchase price of $7 million was allocated primarily to property, plant
and equipment and $2 million to goodwill.
In April 2015, Bunge and Saudi Agricultural and Livestock Investment Company ("SALIC"), formed a Canadian entity, G3. Bunge had a
51% ownership interest in G3. Bunge accounts for G3 under the equity method of accounting as the ownership interest does not provide Bunge
with a controlling financial interest due to certain contractual restrictions. In July 2015, G3 closed on the acquisition of an approximate 61%
ownership interest in G3 Canada Limited, formerly the Canadian Wheat Board ("CWB") for $368 million Canadian dollars (approximately
$266 million, as of December 31, 2015). The remaining interest was acquired by the CWB Farmers Equity Trust. In order to fund the
acquisition amount and future cash flow requirements, Bunge contributed capital to G3 of $130 million and SALIC contributed capital in the
amount of $126 million and $115 million in the form of convertible debt. Simultaneously, the CWB acquired certain assets of Bunge's grain
business in Canada for $88 million, which includes Bunge's export facility and grain elevators in Quebec for $54 million plus certain working
capital of $34 million. The consolidated statement of income for the year ended December 31, 2015 includes a pre-tax gain of $47 million on
the sale of the grain assets in Canada. In February 2016, SALIC completed the conversion of debt to equity under the promissory notes granted
in favor of G3, thus reducing Bunge's ownership interest from 51% to 35%. Additionally, Bunge has exercised its right under a put option and
sold an additional 10% ownership interest in G3 to SALIC for cash, which further reduced Bunge's ownership interest to 25%.
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BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
2. BUSINESS ACQUISITIONS AND DISPOSTIONS (Continued)
In March 2015, Bunge acquired the assets of Heartland Harvest, Inc. ("HHI") for $47 million, including $40 million in cash and cash
settlement of an existing third-party loan to HHI of $7 million. The purchase price allocation resulted in $18 million in property, plant and
equipment, $2 million in inventory and $18 million of finite-lived intangible assets. The transaction also resulted in $9 million of goodwill
allocated to Bunge's milling operations in the United State. HHI produces die cut pellets made of a variety of starches which are then expanded
through popping, baking or frying in the production of certain lower fat snacks. HHI consists of one facility in the state of Illinois, United
States.
Dispositions
On November 30, 2016, Bunge closed on the disposition of a 50% ownership interest in its Terfron port terminal Terminal Fronteira Norte
Logistica S.A. ("TFN") in Brazil to Amaggi Exportaçao E Importaçao Ltda. for a total consideration in cash of approximately $145 million,
which resulted in a gain of $90 million. As a result of this transaction Bunge will account for the TFN joint venture as an equity method
investment.
On November 30, 2016, Bunge and Wilmar International Limited ("Wilmar") completed the formation of a joint venture in Vietnam in
which Wilmar will invest into Bunge's crush operations in Vietnam, creating a three-party joint venture with Bunge and Wilmar as equal 45%
shareholders and Quang Dung, a leading soybean meal distributor in Vietnam, retaining its existing 10% stake in the operations. Bunge
received $33 million cash in consideration for its 45% share of interest in Bunge's crush operations. This transaction resulted in a gain of
$30 million. As a result of this transaction Bunge will account for the joint venture as an equity method investment.
On February 1, 2016, SALIC Canada Limited ("SALIC Canada") converted two non-interest bearing convertible promissory notes issued
to SALIC by G3 of $106 million into 148,323,000 common shares of G3, increasing SALIC Canada's ownership percentage in G3 from 49% to
65% and reducing Bunge Canada's ownership in G3 from 51% to 35%. On the same day, Bunge Canada and SALIC Canada transferred all of
their common shares of G3 to G3 Global Holdings Limited Partnership in exchange for additional Class A limited partnership units in G3
Global Holdings Limited Partnership. As a result, as of February 1, 2016, G3 Global Holdings Limited Partnership became the holder of all of
the issued and outstanding common shares in G3. On March 30, 2016, Bunge Canada, under the G3 Global Holdings Shareholders Agreement,
exercised a contractual put right and sold 10% of its common shares to SALIC Canada in exchange for $37 million of cash so that Bunge
Canada now holds 25% ownership of G3 Global Holdings Limited Partnership and SALIC Canada holds 75% ownership.
3. TRADE STRUCTURED FINANCE PROGRAM
Bunge engages in various trade structured finance activities to leverage the value of its trade flows across its operating regions. For the
years ended December 31, 2016 and 2015, net return from these activities, were $57 million and $66 million, respectively, and were included
as a reduction of cost of goods sold in the accompanying consolidated statements of income. These activities include programs under which
Bunge generally obtains U.S. dollar-denominated letters of credit ("LCs") (each based on an underlying commodity trade flow) from financial
institutions and time deposits denominated in either the local currency of the financial institutions counterparties or in U.S. dollars, as well as
foreign exchange forward contracts, all of which are subject to legally enforceable set-off agreements. The LCs
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BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3. TRADE STRUCTURED FINANCE PROGRAM (Continued)
and foreign exchange contracts are presented within the line item letter of credit obligations under trade structured finance program on the
consolidated balance sheets as of December 31, 2016 and December 31, 2015.
The table below summarizes the assets and liabilities included in the condensed consolidated balance sheets and the associated fair value
amounts at December 31, 2016 and December 31, 2015, related to the program. The fair values approximated the carrying amount of the
related financial instruments.
December 31,
2016
(US$ in millions)
December 31,
2015
Current assets:
Carrying value of time deposits
$
64
$
325
Fair value (Level 2 measurement) of time deposits
$
64
$
325
Non-current assets:
Carrying value of time deposits
$
464
$
—
Fair value (Level 2 measurement) of time deposits
$
464
$
—
Current liabilities:
Carrying value of letters of credit obligations and foreign
exchange contracts
$
528
$
325
$
528
$
323
Fair value (Level 2 measurement) of letters of credit
obligations
Fair value (Level 2 measurement) of foreign exchange
forward contracts-(gains) losses
Total fair value (Level 2 measurement) of letters of credit
obligations and foreign exchange contracts
—
$
528
2
$
325
As of December 31, 2016 and 2015, time deposits, LCs, and foreign exchange contracts of $5,732 million and $3,394 million,
respectively, were presented net on the consolidated balance sheets as the criteria of ASC 210-20, Offsetting , had been met. At December 31,
2016 and 2015, time deposits, including those presented on a net basis, carried weighted-average interest rates of 2.36% and 2.21%,
respectively. During the years ended December 31, 2016, 2015 and 2014, total net proceeds from issuances of LCs were $7,191 million,
$5,563 million and $7,058 million, respectively. These cash inflows are offset by the related cash outflows resulting from placement of the time
deposits and repayment of the LCs. All cash flows related to the programs are included in operating activities in the consolidated statements of
cash flows.
4. INVENTORIES
Inventories by segment are presented below. RMI are agricultural commodity inventories, such as soybeans, soybean meal, soybean oil,
corn and wheat, carried at fair value because of their commodity
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
4. INVENTORIES (Continued)
characteristics, widely available markets and international pricing mechanisms. All other inventories are carried at lower of cost or market.
December 31,
2016
(US$ in millions)
December 31,
2015
Agribusiness (1)
Edible Oil Products (2)
Milling Products
Sugar and Bioenergy (3)
Fertilizer
$
3,741
404
167
406
55
$
3,533
356
164
350
63
Total
$
4,773
$
4,466
(1)
Includes RMI of $3,593 million and $3,393 million at December 31, 2016 and 2015, respectively. Of these
amounts $2,523 million and $2,513 million can be attributable to merchandising activities at December 31, 2016
and 2015, respectively.
(2)
Includes RMI of bulk soybean and canola oil in the aggregate amount of $123 million and $110 million at
December 31, 2016 and 2015, respectively.
(3)
Includes sugar RMI, which can be attributable to Bunge's trading and merchandising business of $139 million and
$163 million at December 31, 2016 and 2015, respectively.
5. OTHER CURRENT ASSETS
Other current assets consist of the following:
December 31,
2016
(US$ in millions)
Unrealized gains on derivative contracts, at fair value
Prepaid commodity purchase contracts (1)
Secured advances to suppliers, net (2)
Recoverable taxes, net
Margin deposits
Marketable securities, at fair value and other short-term
investments
Deferred purchase price receivable, at fair value (3)
Prepaid expenses
Other
$
Total
$
(1)
December 31,
2015
1,327
273
601
467
251
$
234
79
132
359
94
87
148
397
3,645
1,456
287
521
364
467
$
3,899
Prepaid commodity purchase contracts represent advance payments against contracts for future delivery of specified
quantities of agricultural commodities.
(2)
Bunge provides cash advances to suppliers, primarily Brazilian farmers of soybeans and sugarcane, to finance a portion
of the suppliers' production costs. Bunge does not bear any of the costs or operational risks associated with the related
growing crops. The advances are largely collateralized by future crops and physical assets of the suppliers, carry a local
market interest rate and settle
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BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
5. OTHER CURRENT ASSETS (Continued)
when the farmer's crop is harvested and sold. The secured advances to farmers are reported net of allowances of $1 million
and $2 million at December 31, 2016 and December 31, 2015, respectively. There were no significant changes in the
allowance for 2016 and 2015, respectively.
Interest earned on secured advances to suppliers of $38 million, $38 million and $37 million, respectively, for the years
ended December 31, 2016, 2015 and 2014, respectively, is included in net sales in the consolidated statements of income.
(3)
Deferred purchase price receivable represents additional credit support for the investment conduits in Bunge's accounts
receivables sales program (see Note 17).
Marketable Securities and Other Short-Term Investments —The Company invests in foreign government securities, corporate debt
securities, deposits, and other securities. The following is a summary of amounts recorded on the consolidated balance sheets for marketable
securities and other short-term investments.
December 31,
2016
(US$ in millions)
Foreign government securities
Corporate debt securities
Certificate of deposits/time deposits
Other
Total marketable securities and other
short-term investments
December 31,
2015
$
28
57
7
2
$
61
92
55
26
$
94
$
234
As of December 31, 2016, total marketable securities and other short-term investments includes $22 million of assets classified as
available for sale, $63 million as trading and $9 million as other short-term investments. As of December 31, 2015, total marketable securities
and other short-term investments includes $76 million of assets classified as held-to-maturity and $158 million as trading. Held-to-maturity
foreign government and corporate debt securities and certificate of deposits/time deposits are expected to be converted to cash within a twelve
month period and are therefore classified as current. Due to the short term nature of these investments, carrying value approximates fair value.
F-21
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
6. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following:
December 31,
(US$ in millions)
2016
Land
Biological assets
Buildings
Machinery and equipment
Furniture, fixtures and other
Construction in progress
$
356
613
1,934
5,055
514
765
2015
$
8,279
(3,543 )
9,237
(4,138 )
Less: accumulated depreciation and depletion
Total
$
5,099
339
454
1,840
4,488
437
721
$
4,736
Bunge capitalized expenditures of $810 million, $592 million and $846 million during the years ended 2016, 2015 and 2014, respectively.
Included in these capitalized expenditures was capitalized interest on construction in progress of $9 million, $7 million and $6 million for the
years ended December 31, 2016, 2015 and 2014, respectively. Depreciation and depletion expense was $517 million, $518 million and
$576 million for the years ended December 31, 2016, 2015 and 2014, respectively.
7. GOODWILL
Bunge performs its annual goodwill impairment testing in the fourth quarter of each year. Step 1 of the goodwill impairment test compares
the fair value of Bunge's reporting units to which goodwill has been allocated to the carrying values of those reporting units. The fair value of
certain reporting units is determined using a combination of two methods: estimates based on market earnings multiples of peer companies
identified for the reporting unit (the market approach) and a discounted cash flow model with estimates of future cash flows based on internal
forecasts of revenues and expenses (the income approach). The market multiples are generally derived from public information related to
comparable companies with operating and investing characteristics similar to those reporting units and from market transactions in the industry.
The income approach estimates fair value by discounting a reporting unit's estimated future cash flows using a weighted-average cost of capital
that reflects current market conditions and the risk profile of the respective business unit and includes, among other things, assumptions about
variables such as commodity prices, crop and related throughput and production volumes, profitability, future capital expenditures and discount
rates, all of which are subject to a high degree of judgment. For other reporting units, the estimated fair value of the reporting unit is determined
utilizing a discounted cash flow analysis.
F-22
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
7. GOODWILL (Continued)
Changes in the carrying value of goodwill by segment for the years ended December 31, 2016 and 2015 are as follows:
(US$ in millions)
Goodwill
Accumulated
impairment
losses
155
Goodwill acquired
Impairment (3)
Tax benefit on
goodwill
amortization (2)
Foreign exchange
translation
Goodwill, gross of
impairments
Accumulated
impairment
losses
Goodwill acquired
(1)
Measurement
period
adjustments
Tax benefit on
goodwill
amortization (2)
Foreign exchange
translation
Goodwill, gross of
impairments
Accumulated
impairment
losses
(3 )
Fertilizer
Total
514
2
868
(514 )
—
(519 )
153
86
108
—
2
349
2
—
6
(13 )
141
—
—
—
—
—
149
(13 )
(3 )
—
—
—
—
(3 )
(31 )
(14 )
(18 )
—
(1 )
(64 )
123
78
234
514
1
950
(514 )
—
(532 )
(13 )
(3 )
121
65
231
—
1
418
—
13
—
—
—
13
—
—
(76 )
—
—
(76 )
(3 )
—
—
—
—
(3 )
8
—
13
—
—
21
128
91
171
514
1
905
(514 )
—
(532 )
(2 )
$
Sugar and
Bioenergy
111
—
(2 )
Balance,
December 31,
2015, net
Milling
Products
86
(2 )
Balance,
December 31,
2014, net
Balance,
December 31,
2016, net
Edible Oil
Products
Agribusiness
126
(13 )
$
78
(3 )
$
168
$
—
$
1 $
373
(1)
Relates to the 2016 acquisition of Walter Rau Neusser.
(2)
Bunge's Brazilian subsidiary's tax deductible goodwill is in excess of its book goodwill. For financial reporting purposes
for goodwill acquired prior to 2009, the tax benefits attributable to the excess tax goodwill are first used to reduce
associated goodwill and then other intangible assets to zero, prior to recognizing any income tax benefit in the
consolidated statements of income.
(3)
In 2015, goodwill impairment charge of $13 million represents all of the goodwill of the Brazilian tomato products
business, recorded in the fourth quarter upon completion of Bunge's annual impairment analysis. This analysis was
performed using discounted cash flow projections (the income approach) to determine the fair value of the business unit.
The income approach estimates fair value by discounting the business unit's estimated future cash flows using a discount
rate that reflects current market conditions and the risk profile of the business and includes, among other things, making
assumptions about variables such as product pricing, future profitability and future capital expenditures that might be
used by a market participant. All of these assumptions are subject to a high degree of judgment.
F-23
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
8. OTHER INTANGIBLE ASSETS
Other intangible assets consist of the following:
December 31,
(US$ in millions)
2016
Trademarks/brands, finite-lived
Licenses
Port rights
Other
$
Less accumulated amortization:
Trademarks/brands (1)
Licenses
Port rights
Other
Intangible assets, net of accumulated amortization
$
141
7
156
254
2015
$
144
11
124
220
558
499
(64 )
(5 )
(23 )
(130 )
(53 )
(6 )
(16 )
(98 )
(222 )
(173 )
336
$
326
(1)
Bunge's Brazilian subsidiary's tax deductible goodwill in the Agribusiness segment is in excess of its book
goodwill. For financial reporting purposes, for other intangible assets acquired prior to 2009, before recognizing
any income tax benefit of tax deductible goodwill in excess of its book goodwill in the consolidated statements of
income and after the related book goodwill has been reduced to zero, any such remaining tax deductible goodwill
in excess of its book goodwill is used to reduce other intangible assets to zero.
In 2016, Bunge acquired $9 million of port rights, $4 million of brands and trademarks, and $8 million other intangible assets. Bunge
allocated $12 million to the Edible Oils segment and $9 million to the Agribusiness segment. Finite lives of these intangibles range from 10 to
27 years. In 2015, Bunge acquired $73 million of port rights and $55 million other intangible assets including $36 million of customer lists.
Bunge allocated $111 million to the Milling segment, $15 million to the Edible Oils segment and $2 million to the Agribusiness segment.
Finite lives of these intangibles range from 10 to 27 years.
Aggregate amortization expense was $31 million, $27 million and $32 million for the years ended December 31, 2016, 2015 and 2014,
respectively. The estimated future aggregate amortization expense is $31 million for 2017 and approximately $31 million annually for 2018
through 2020.
9. IMPAIRMENTS
For the year ended December 31, 2016, Bunge recorded pre-tax, impairment charges of $87 million, of which $9 million and $71 million
are in cost of goods sold and other income (expense)—net, respectively, in its consolidated statement of income. These amounts are primarily
made up of $44 million that relates to the impairment of an investment in affiliate and other investments in the Sugar and Bioenergy segment,
$15 million that relates to the impairment of an investment in affiliate in the Agribusiness segment, $12 million that relates to an intangible
asset impairment of aquaculture patents and $9 million that relates to a property, plant and equipment
F-24
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
9. IMPAIRMENTS (Continued)
impairment of an Argentina fertilizer plant. The remaining impairment amounts recorded by Bunge for the year ended December 31, 2016 were
individually insignificant. The fair values of the assets were determined utilizing discounted future expected cash flows, and in the case of the
investment in affiliate in the Agribusiness segment, net market value based on quotes of similar assets.
For the year ended December 31, 2015, Bunge recorded pre-tax, impairment charges of $57 million, of which $15 million, $14 million
and $13 million are included in cost of goods sold, selling, general and administrative expenses and goodwill impairment, respectively, in its
consolidated statement of income. These amounts are primarily made up of $15 million that relates to the announced closure of an oil
packaging plant in the United States, $14 million that relates to the impairment of an equity method investment in a freight shipping company
in Europe and $13 million that relates to a pre-tax goodwill impairment charge related to the tomato products business in Brazil. The remaining
impairment amounts recorded by Bunge for the year ended December 31, 2015 were individually insignificant. The fair values of the assets
were determined utilizing discounted future expected cash flows, and in the case of the equity method investment, net market value based on
broker quotes of similar assets.
For the year ended December 31, 2014, Bunge recorded pre-tax, non-cash impairment charges of $130 million, of which $103 million and
$18 million are included in cost of goods sold and selling, general and administrative expenses, respectively, in its consolidated statement of
income. These amounts are primarily made up of $114 million that relates to a Brazil sugarcane mill and a portion of the associated biological
assets as well as agricultural machinery in the Sugar and Bioenergy segment, $5 million that relates to the impairment of an investment in a
biodiesel company in Europe and $2 million in certain Agribusiness assets in Brazil. The remaining impairment amounts recorded by Bunge
for the year ended December 31, 2014 were individually insignificant. The fair values of the assets were determined utilizing discounted future
expected cash flows and, in the case of the agricultural machinery, bids from prospective buyers.
Nonrecurring fair value measurements —The following table summarizes assets measured at fair value on a nonrecurring basis
subsequent to initial recognition at December 31, 2016, 2015 and 2014, respectively. For additional information on Level 1, 2 and 3 inputs see
Note 14.
Fair Value
Measurements Using
Carrying Value
Year Ended
December 31, 2016
Impairment Losses
Year ended
December 31, 2016
(US$ in millions)
Level 1
Level 2
Level 3
Property, plant
and equipment
$
7
$
—
$
—
$
7
$
(9 )
Intangibles
$
—
$
—
$
—
$
—
$
(12 )
Investment in
affiliates and
other
investments
$
13
$
—
$
—
$
13
$
(59 )
F-25
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
9. IMPAIRMENTS (Continued)
Fair Value
Measurements Using
Carrying Value
Year Ended
December 31, 2015
Impairment Losses
Year ended
December 31, 2015
(US$ in millions)
Level 1
Level 2
Level 3
Property, plant
and equipment
$
12
$
—
$
—
$
12
$
(15 )
Goodwill (see
Note 7)
$
—
$
—
$
—
$
—
$
(13 )
Investments in
affiliates
$
3
$
—
$
—
$
3
$
(14 )
Fair Value
Measurements Using
Carrying Value
Year Ended
December 31, 2014
(US$ in millions)
Impairment Losses
Year ended
December 31, 2014
Level 1
Level 2
Level 3
Non-current
assets held for
sale
$
33
$
—
$
—
$
33
$
(13 )
Investment in
affiliates
$
17
$
—
$
—
$
17
$
(5 )
Property, plant
and equipment
$
165
$
—
$
—
$
165
$
(103 )
10. INVESTMENTS IN AFFILIATES
Bunge participates in various unconsolidated joint ventures and other investments accounted for using the equity method. Certain equity
method investments at December 31, 2016 are described below. Bunge allocates equity in earnings of affiliates to its reporting segments.
Agribusiness
Vietnam Agribusiness Holdings Ptd. Ltd. —Bunge and Wilmar International Limited ("Wilmar") completed the formation of a joint
venture in Vietnam in which Wilmar will invest into Bunge's crush operations in Vietnam, creating a three-party joint venture with Bunge and
Wilmar as equal 45% shareholders and Quang Dung, a leading soybean meal distributor in Vietnam, retaining its existing 10% stake in the
operations.
Terminal Fronteira Norte Logística S.A.("TFN") —Bunge has a 50% ownership interest in TFN, a joint venture with Amaggi located in
Barcarena, Brazil. The TFN complex is mainly dedicated to exporting soybean and corn from the key Brazilian producing region of Mato
Grosso.
Terminais do Graneis do Guaruja("TGG") —Bunge has a 57% ownership interest in Terminais do Graneis do Guaruja, a joint venture
with Amaggi International Ltd. located on the left bank of the Port of Santos, Brazil. TGG acts as a port terminal for reception, storage and
shipment of solid bulk cargoes.
G3 Global Holding GP Inc. —Bunge has a 25% ownership interest in G3 Global Holding GP Inc., a joint venture with SALIC that
operates grain facilities in Canada.
PT Bumiraya Investindo —Bunge has a 35% ownership interest in PT Bumiraya Investindo, an Indonesian palm plantation company.
F-26
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
10. INVESTMENTS IN AFFILIATES (Continued)
Caiasa—Paraguay Complejo Agroindustrial Angostura S.A —Bunge has a 33.33% ownership interest in an oilseed processing facility
joint venture with Louis Dreyfus Company and Aceitera General Deheza S.A. ("AGD"), in Paraguay.
Terminal 6 S.A. and Terminal 6 Industrial S.A —Bunge has a joint venture, Terminal 6 S.A., in Argentina with AGD for the operation of a
port facility located in the Santa Fe province of Argentina. Bunge is also a party to a second joint venture with AGD, Terminal 6
Industrial S.A., that operates a crushing facility located adjacent to the port facility. Bunge owns 40% and 50%, respectively, of these joint
ventures.
Sugar and Bioenergy
Solazyme Bunge Produtos Renovaveis Ltda. —In April 2012, Bunge entered into a joint venture with TerraVia Holdings Inc. (formerly
Solazyme Inc.) for the production of renewable oils in Brazil, using sugar supplied by one of Bunge's mills. Bunge owns a 49.9% interest in
this entity.
ProMaiz —Bunge has a joint venture in Argentina with AGD for the operation of a corn wet milling facility. Bunge is a 50% owner in this
joint venture.
Southwest Iowa Renewable Energy, LLC ("SIRE") —Bunge is a 25% owner of SIRE. The other owners are primarily agricultural
producers located in Southwest Iowa. SIRE operates an ethanol plant near Bunge's oilseed processing facility in Council Bluffs, Iowa.
11. OTHER NON-CURRENT ASSETS
Other non-current assets consist of the following:
December 31,
2016
(US$ in millions)
Recoverable taxes, net (1)
Judicial deposits (1)
Other long-term receivables
Income taxes receivable (1)
Long-term investments
Affiliate loans receivable
Long-term receivables from farmers in Brazil,
net (1)
Other
$
Total
$
December 31,
2015
139
129
23
261
54
25
$
117
121
133
163
927
133
119
23
195
49
15
$
772
(1)
These non-current assets arise primarily from Bunge's Brazilian operations and their realization could take in
excess of five years.
Recoverable taxes, net —Recoverable taxes are reported net of allowances of $32 million and $20 million at December 31, 2016 and
2015, respectively.
Judicial deposits —Judicial deposits are funds that Bunge has placed on deposit with the courts in Brazil. These funds are held in judicial
escrow relating to certain legal proceedings pending legal
F-27
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
11. OTHER NON-CURRENT ASSETS (Continued)
resolution and bear interest at the SELIC rate, which is the benchmark rate of the Brazilian central bank.
Income taxes receivable —Income taxes receivable includes overpayments of current income taxes plus accrued interest. These income
tax prepayments are expected to be utilized for settlement of future income tax obligations. Income taxes receivable in Brazil bear interest at
the SELIC rate.
Affiliate loans receivable —Affiliate loans receivable, are primarily interest bearing receivables from unconsolidated affiliates with a
remaining maturity of greater than one year.
Long-term receivables from farmers in Brazil, net of reserves —Bunge provides financing to farmers in Brazil, primarily through secured
advances against farmer commitments to deliver agricultural commodities (primarily soybeans) upon harvest of the then-current year's crop and
through credit sales of fertilizer to farmers.
The table below summarizes Bunge's recorded investment in long-term receivables from farmers in Brazil.
December 31,
(US$ in millions)
2016
2015
Legal collection process (1)
Renegotiated amounts (2)
Other long-term receivables
$
144
52
46
$
119
58
40
Total
$
242
$
217
(1)
All amounts in legal process are considered past due upon initiation of legal action.
(2)
All renegotiated amounts are current on repayment terms.
The average recorded investment in long-term receivables from farmers in Brazil for the years ended December 31, 2016 and 2015 was
$235 million and $214 million, respectively. The table below summarizes Bunge's recorded investment in long-term receivables from farmers
in Brazil and the related allowance amounts.
December 31, 2016
Recorded
Investment
Allowance
(US$ in millions)
For which an allowance has
been provided:
Legal collection process
Renegotiated amounts
For which no allowance has
been provided:
Legal collection process
Renegotiated amounts
Other long-term receivables
Total
$
$
December 31, 2015
Recorded
Investment
Allowance
84
36
78
31
60
16
46
—
—
—
242
$
109
$
78
37
$
—
—
—
41
21
40
$
217
69
31
$
100
F-28
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
11. OTHER NON-CURRENT ASSETS (Continued)
The table below summarizes the activity in the allowance for doubtful accounts related to long-term receivables from farmers in Brazil.
December 31,
(US$ in millions)
2016
2015
Beginning balance
Bad debt provisions
Recoveries
Write-offs
Transfers (1)
Foreign exchange translation
$
100 $
3
(12 )
(1 )
—
19
Ending balance
$
109
153
11
(20 )
(2 )
5
(47 )
$
100
(1)
Represents reclassifications from allowance for doubtful accounts-current for secured advances to suppliers.
12. OTHER CURRENT LIABILITIES
Other current liabilities consist of the following:
December 31,
2016
(US$ in millions)
Accrued liabilities
Unrealized losses on derivative contracts at fair
value
Advances on sales
Other
$
Total
$
December 31,
2015
548
$
688
1,471
371
233
1,203
395
330
2,476
$
2,763
13. INCOME TAXES
Bunge operates globally and is subject to the tax laws and regulations of numerous tax jurisdictions and authorities, as well as tax
agreements and treaties among these jurisdictions. Bunge's tax provision is impacted by, among other factors, changes in tax laws, regulations,
agreements and treaties, currency exchange rates and Bunge's profitability in each taxing jurisdiction.
Bunge has elected to use the U.S. federal income tax rate to reconcile the actual provision for income taxes.
The components of income from operations before income tax are as follows:
Year Ended December 31,
(US$ in millions)
United States
2016
102
2015
2014
207
315
$
$
Non-United States
Total
$
F-29
996
$
844
894
$
1,051
419
$
734
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
13. INCOME TAXES (Continued)
The components of the income tax expense (benefit) are:
Year Ended
December 31,
(US$ in millions)
2016
2015
2014
Current:
United States
Non-United States
(76 ) $
170
$
Deferred:
United States
Non-United States
Total
$
35
245
$
93
246
94
280
339
38
88
36
(20 )
20
(110 )
126
16
(90 )
$
220
296
$
249
Reconciliation of the income tax expense (benefit) if computed at the U.S. Federal income tax rate to Bunge's reported income tax expense
(benefit) is as follows:
Year Ended December 31,
(US$ in millions)
Income from operations before income tax
Income tax rate
2016
$
Income tax expense at the U.S. Federal tax rate
Adjustments to derive effective tax rate:
Foreign earnings taxed at different statutory rates
Valuation allowances
Fiscal incentives (1)
Foreign exchange on monetary items
Tax rate changes
Non-deductible expenses
Uncertain tax positions
Deferred balance adjustments
Equity distributions
Foreign income taxed in Brazil
Tax credits
Other
Income tax (benefit) expense
$
2015
996 $
35 %
2014
1,051 $
35 %
734
35 %
349
368
257
(68 )
(44 )
(34 )
5
4
3
89
—
—
—
(89 )
5
(16 )
44
(41 )
(5 )
1
16
(14 )
(8 )
(64 )
—
—
15
(37 )
112
(41 )
(24 )
4
38
6
25
(32 )
(93 )
—
34
220
$
296
$
249
(1)
Fiscal incentives predominantly relate to investment incentives in Brazil that are exempt from Brazilian income
tax.
F-30
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
13. INCOME TAXES (Continued)
The primary components of the deferred tax assets and liabilities and the related valuation allowances are as follows:
December 31,
(US$ in millions)
2016
2015
Deferred income tax assets: (1)
Net operating loss carryforwards
Employee benefits
Tax credit carryforwards
Inventories
Intangibles
Accrued expenses and other
$
Total deferred tax assets
Less valuation allowances
944
158
10
18
9
231
$
923
89
8
—
20
378
1,370
(839 )
1,418
(798 )
Deferred tax assets, net of valuation allowance
531
620
Deferred income tax liabilities: (1)
Property, plant and equipment
Undistributed earnings of affiliates
Investments
Inventories
200
13
33
—
211
11
38
4
Total deferred tax liabilities
246
264
Net deferred tax assets
$
285
$
356
(1)
Bunge has changed its presentation of the composition of deferred tax assets and liabilities to a net approach, where a net
deferred tax asset or liability is disclosed for each primary component of the deferred tax assets and liabilities. The
change in presentation did not impact the consolidated balance sheet presentation of deferred tax assets and liabilities.
Bunge has provided a deferred tax liability totaling $13 million and $11 million as of December 31, 2016 and 2015, respectively for
unremitted earnings that are not considered to be permanently reinvested. As of December 31, 2016, Bunge has determined it has unremitted
earnings that are considered to be indefinitely reinvested of approximately $1,120 million and accordingly, no provision for income taxes has
been made. If these earnings were distributed in the form of dividends or otherwise, Bunge would be subject to income taxes either in the form
of withholding taxes or income taxes to the recipient; however, it is not practicable to estimate the amount of taxes that would be payable upon
remittance of these earnings.
At December 31, 2016, Bunge's net operating loss carryforwards totaled $3,350 million, of which $2,709 million have no expiration,
including loss carryforwards of $1,705 million in Brazil. While loss carryforwards in Brazil can be carried forward indefinitely, annual
utilization is limited to 30% of taxable income calculated on an entity by entity basis as Brazil tax law does not provide for a consolidated
return concept. As a result, realization of these carryforwards may take in excess of five years.
The remaining tax loss carryforwards expire at various periods beginning in 2016 through the year 2033.
F-31
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
13. INCOME TAXES (Continued)
Income Tax Valuation Allowances —Bunge records valuation allowances when current evidence does not suggest that some portion or all
of its deferred tax assets will be realized. The ultimate realization of deferred tax assets depends primarily on Bunge's ability to generate
sufficient timely future income of the appropriate character in the appropriate taxing jurisdiction.
As of December 31, 2016 and 2015, Bunge has recorded valuation allowances of $839 million and $798 million, respectively. The net
increase of $41 million results primarily from cumulative translation adjustments for Brazil offset by the release of valuation allowances from
sugar mills in Brazil.
Unrecognized Tax Benefits —ASC Topic 740 requires applying a "more likely than not" threshold to the recognition and de-recognition of
tax benefits. Accordingly, Bunge recognizes the amount of tax benefit that has a greater than 50 percent likelihood of being ultimately realized
upon settlement. At December 31, 2016 and 2015, respectively, Bunge had recorded unrecognized tax benefits of $81 million and $63 million
in other non-current liabilities and $49 million and $1 million in current liabilities in its consolidated balance sheets. During 2016, 2015 and
2014, respectively, Bunge recognized $10 million, $1million and $16 million of interest and penalty charges in income tax (expense) benefit in
the consolidated statements of income. At December 31, 2016 and 2015, respectively, Bunge had included accrued interest and penalties of
$36 million and $26 million within the related tax liability line in the consolidated balance sheets. A reconciliation of the beginning and ending
amount of unrecognized tax benefits follows:
(US$ in millions)
2016
2015
Balance at January 1,
Additions based on tax positions related to the current year
Additions based on acquisitions
Additions based on tax positions related to prior years
Reductions for tax positions of prior years
Settlement or clarification from tax authorities
Expiration of statute of limitations
Foreign currency translation
$
51 $
9
2
374
—
(1 )
(9 )
(17 )
Balance at December 31,
$
409
$
2014
72 $
6
10
1
(14 )
(6 )
(5 )
(13 )
51
$
151
9
—
16
(12 )
(79 )
(1 )
(12 )
72
The majority of the additions based on tax positions related to prior years relates to three events recognized during 2016. During the
second quarter of 2016, one of Bunge's European subsidiaries amended a tax position for the 2010-2015 tax years as a result of the receipt of a
tax ruling, and filed refund claims. However, given the unique factual circumstances and the uncertain state of the applicable tax regulations,
Bunge has recorded an unrecognized tax benefit of $240 million as of December 31, 2016. In addition, the Company recorded additional
unrecognized tax benefits of $30 million and $26 million for tax positions in Asia in the first and fourth quarters of 2016.
Except for a $24 million unrecognized tax benefit for temporary differences, substantially all of the unrecognized tax benefits balance, if
recognized, would affect Bunge's effective tax rate. A significant portion of the unrecognized tax benefits, if recognized, would result in
additional deferred tax assets that would be assessed for recoverability. It is anticipated that approximately $213 million of the unrecognized
tax benefits, if recognized, would be fully offset by a valuation allowance as it is more likely than not that Bunge would not realize a tax benefit
from the deferred tax assets.
F-32
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
13. INCOME TAXES (Continued)
Bunge believes that it is reasonably possible that approximately $50 million of its unrecognized tax benefits may be recognized by the end
of 2017 as a result of a lapse of the statute of limitations or settlement with the tax authorities.
Bunge, through its subsidiaries, files income tax returns in the United States (federal and various states) and non-United States
jurisdictions. The table below reflects the tax years for which Bunge is subject to income tax examinations by tax authorities:
Open Tax Years
North America
South America
Europe
Asia-Pacific
2009 - 2016
2010 - 2016
2004 - 2016
2003 - 2016
As of December 31, 2016, Bunge's Brazilian subsidiaries have received income tax and penalty assessments through 2012 of
approximately 4,453 million Brazilian reais (approximately $1,366 million), plus applicable interest on the outstanding amount. Bunge has
recorded unrecognized tax benefits related to these assessments of 23 million Brazilian reais (approximately $7 million) as of December 31,
2016.
In addition, as of December 31, 2016, Bunge's Argentine subsidiary had received income tax assessments relating to 2006 through 2009 of
approximately 1,275 million Argentine pesos (approximately $80 million), plus applicable interest on the outstanding amount of approximately
3,327 million Argentine pesos (approximately $209 million). Bunge anticipates that the tax authorities will examine subsequent fiscal years,
although no notice has been rendered to Bunge's Argentine subsidiary.
Management, in consultation with external legal advisors, believes that it is more likely than not that Bunge will prevail on the proposed
assessments (with exception of unrecognized tax benefit discussed above) in Brazil and Argentina and intends to vigorously defend its position
against these assessments.
Bunge made cash income tax payments, net of refunds received, of $144 million, $271 million and $303 million during the years ended
December 31, 2016, 2015, and 2014, respectively.
14. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Bunge's various financial instruments include certain components of working capital such as cash and cash equivalents, trade accounts
receivable and trade accounts payable. Additionally, Bunge uses short and long-term debt to fund operating requirements. Cash and cash
equivalents, trade accounts receivable, trade accounts payable and short-term debt are stated at their carrying value, which is a reasonable
estimate of fair value. See Note 3 for trade structured finance program, Note 17 for deferred purchase price receivable related to sales of trade
receivables, Note 11 for long-term receivables from farmers in Brazil, net and other long-term investments, Note 16 for long-term debt, Note 9
for other non-recurring fair value measurements and Note 18 for employee benefit plans. Bunge's financial instruments also include derivative
instruments and marketable securities, which are stated at fair value.
F-33
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
14. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
Fair value is the expected price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Bunge determines
the fair values of its readily marketable inventories, derivatives, and certain other assets based on the fair value hierarchy, which requires an
entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs are
inputs based on market data obtained from sources independent of Bunge that reflect the assumptions market participants would use in pricing
the asset or liability. Unobservable inputs are inputs that are developed based on the best information available in circumstances that reflect
Bunge's own assumptions based on market data and on assumptions that market participants would use in pricing the asset or liability. The fair
value standard describes three levels within its hierarchy that may be used to measure fair value.
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 1 assets and liabilities include exchange
traded derivative contracts.
Level 2: Observable inputs, including Level 1 prices (adjusted), quoted prices for similar assets or liabilities, quoted prices in markets that
are less active than traded exchanges and other inputs that are observable or can be corroborated by observable market data for substantially the
full term of the assets or liabilities. Level 2 assets and liabilities include readily marketable inventories and over-the-counter ("OTC")
commodity purchase and sale contracts and other OTC derivatives whose value is determined using pricing models with inputs that are
generally based on exchange traded prices, adjusted for location specific inputs that are primarily observable in the market or can be derived
principally from or corroborated by observable market data.
Level 3: Unobservable inputs that are supported by little or no market activity and that are a significant component of the fair value of the
assets or liabilities. In evaluating the significance of fair value inputs, Bunge gives consideration to items that individually or when aggregated
with other inputs, generally represent more than 10% of the fair value of the assets or liabilities. For such identified inputs, judgments are
required when evaluating both quantitative and qualitative factors in the determination of significance for purposes of fair value level
classification and disclosure. Level 3 assets and liabilities include assets and liabilities whose value is determined using proprietary pricing
models, discounted cash flow methodologies or similar techniques; as well as, assets and liabilities for which the determination of fair value
requires significant management judgment or estimation. Bunge believes a change in these inputs would not result in a significant change in the
fair values.
The majority of Bunge's exchange traded agricultural commodity futures are settled daily generally through its clearing subsidiary and,
therefore, such futures are not included in the table below. Assets and liabilities are classified in their entirety based on the lowest level of input
that is a significant component of the fair value measurement. The lowest level of input is considered Level 3.
F-34
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
14. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
The following table sets forth, by level, Bunge's assets and liabilities that were accounted for at fair value on a recurring basis.
Fair Value Measurements at Reporting Date
December 31, 2016
December 31, 2015
(US$ in millions)
Assets:
Readily marketable
inventories
(Note 4)
Trade accounts
receivable (1)
Unrealized gain on
designated
derivative
contracts (2) :
Interest Rate
Foreign exchange
Unrealized gain on
undesignated
derivative
contracts (2) :
Interest rate
Foreign exchange
Commodities
Freight
Energy
Deferred purchase
price receivable
(Note 17)
Other (3)
Total assets
Liabilities:
Trade accounts
payable (1)
Unrealized loss on
designated
derivative
contracts (4) :
Interest rate
Foreign exchange
Unrealized loss on
undesignated
derivative
contracts (4) :
Foreign exchange
Commodities
Freight
Level 1
$
Level 2
Level 3
— $ 3,618
Level 1
$ 237 $ 3,855
$
Level 2
Level 3
— $ 3,421
Total
$ 245 $ 3,666
—
6
—
6
—
6
—
6
—
—
1
29
—
—
1
29
—
—
—
30
—
—
—
30
—
—
421
16
23
1
312
431
—
1
—
—
96
—
—
1
312
948
16
24
—
9
252
65
7
—
176
696
—
—
—
—
220
—
1
—
185
1,168
65
8
—
18
87
108
—
—
87
126
—
68
79
176
—
—
79
244
$ 478 $ 4,594
$
Total
— $
478
$ 333 $ 5,405
$ 401 $ 4,584
$
$
44 $
522
— $
399
$ 466 $ 5,451
$
44 $
443
—
—
18
—
—
—
18
—
—
—
3
15
—
—
3
15
—
356
14
233
444
—
—
144
1
233
944
15
1
402
56
605
304
—
—
52
—
606
758
56
Energy
Total liabilities
9
—
$ 379 $ 1,173
2
11
$ 191 $ 1,743
31
—
$ 490 $ 1,326
2
$
33
98 $ 1,914
(1)
Trade accounts receivable and payable are generally stated at historical amounts, net of write-offs and allowances, with
the exception of $6 million and $522 million, at December 31, 2016 and $6 million and $443 million at December 31,
2015, respectively, related to certain delivered inventory for which the receivable and payable, respectively, fluctuate
based on changes in
F-35
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
14. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
commodity prices. These receivables and payables are hybrid financial instruments for which Bunge has elected the fair
value option.
(2)
Unrealized gains on designated and undesignated derivative contracts are generally included in other current assets. There
were $5 million and nil included in other non-current assets at December 31, 2016 and December 31, 2015, respectively.
(3)
Other includes the fair values of marketable securities and investments in other current assets and other non-current
assets.
(4)
Unrealized losses on designated and undesignated derivative contracts are generally included in other current liabilities.
There were $18 million and nil included in other non-current liabilities at December 31, 2016 and December 31, 2015,
respectively.
Derivatives —Exchange traded futures and options contracts and exchange cleared contracts are valued based on unadjusted quoted prices
in active markets and are classified within Level 1. Bunge's forward commodity purchase and sale contracts are classified as derivatives along
with other OTC derivative instruments relating primarily to freight, energy, foreign exchange and interest rates, and are classified within
Level 2 or Level 3 as described below. Bunge estimates fair values based on exchange quoted prices, adjusted as appropriate for differences in
local markets. These differences are generally valued using inputs from broker or dealer quotations, or market transactions in either the listed or
OTC markets. In such cases, these derivative contracts are classified within Level 2.
OTC derivative contracts include swaps, options and structured transactions that are valued at fair value generally determined using
quantitative models that require the use of multiple market inputs including quoted prices for similar assets or liabilities in active markets,
quoted prices for identical or similar assets or liabilities in markets which are not highly active, other observable inputs relevant to the asset or
liability, and market inputs corroborated by correlation or other means. These valuation models include inputs such as interest rates, prices and
indices to generate continuous yield or pricing curves and volatility factors. Where observable inputs are available for substantially the full
term of the asset or liability, the instrument is categorized in Level 2. Certain OTC derivatives trade in less active markets with less availability
of pricing information and certain structured transactions can require internally developed model inputs that might not be observable in or
corroborated by the market. When unobservable inputs have a significant impact on the measurement of fair value, the instrument is
categorized in Level 3.
Exchange traded or cleared derivative contracts are classified in Level 1, thus transfers of assets and liabilities into and/or out of Level 1
occur infrequently. Transfers into Level 1 would generally only be expected to occur when an exchange cleared derivative contract historically
valued using a valuation model as the result of a lack of observable inputs becomes sufficiently observable, resulting in the valuation price
being essentially the exchange traded price. There were no significant transfers into or out of Level 1 during the periods presented.
Readily marketable inventories —RMI reported at fair value are valued based on commodity futures exchange quotations, broker or dealer
quotations, or market transactions in either listed or OTC markets with appropriate adjustments for differences in local markets where Bunge's
inventories are located. In such cases, the inventory is classified within Level 2. Certain inventories may utilize
F-36
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
14. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
significant unobservable data related to local market adjustments to determine fair value. In such cases, the inventory is classified as Level 3.
If Bunge used different methods or factors to determine fair values, amounts reported as unrealized gains and losses on derivative
contracts and RMI at fair value in the consolidated balance sheets and consolidated statements of income could differ. Additionally, if market
conditions change subsequent to the reporting date, amounts reported in future periods as unrealized gains and losses on derivative contracts
and RMI at fair value in the consolidated balance sheets and consolidated statements of income could differ.
Level 3 Measurements —Transfers in and/or out of Level 3 represent existing assets or liabilities that were either previously categorized as
a higher level for which the inputs to the model became unobservable or assets and liabilities that were previously classified as Level 3 for
which the lowest significant input became observable during the period. Bunge's policy regarding the timing of transfers between levels is to
record the transfers at the beginning of the reporting period.
Level 3 Derivatives —Level 3 derivative instruments utilize both market observable and unobservable inputs within the fair value
measurements. These inputs include commodity prices, price volatility, interest rates, volumes and locations. In addition, with the exception of
the exchange cleared instruments, Bunge is exposed to loss in the event of the non-performance by counterparties on OTC derivative
instruments and forward purchase and sale contracts. Adjustments are made to fair values on occasions when non-performance risk is
determined to represent a significant input in Bunge's fair value determination. These adjustments are based on Bunge's estimate of the
potential loss in the event of counterparty non-performance. Bunge did not have significant adjustments related to non-performance by
counterparties at December 31, 2016 and 2015, respectively.
Level 3 Readily marketable inventories and other —The significant unobservable inputs resulting in Level 3 classification for RMI,
physically settled forward purchase and sale contracts, and trade accounts receivable and payable, net, relate to certain management estimations
regarding costs of transportation and other local market or location-related adjustments, primarily freight related adjustments in the interior of
Brazil and the lack of market corroborated information in Canada. In both situations, Bunge uses proprietary information such as purchase and
sale contracts and contracted prices for freight, premiums and discounts to value its contracts. Movements in the price of these unobservable
inputs alone would not have a material effect on Bunge's financial statements as these contracts do not typically exceed one future crop cycle.
The tables below present reconciliations for assets and liabilities measured at fair value on a recurring basis using significant unobservable
inputs (Level 3) during the years ended December 31,
F-37
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
14. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
2016 and 2015. These instruments were valued using pricing models that management believes reflect the assumptions that would be used by a
marketplace participant.
Level 3 Instruments
Fair Value Measurements
Derivatives,
Net (1)
(US$ in millions)
Balance, January 1, 2016
Total gains and losses
(realized/unrealized)
included in cost of goods
sold
$
Balance, December 31, 2016
167
$
(88 )
$
(51 )
245
$
237
368
24
1,107
(1,400 )
—
—
760
(637 )
$
Total
(44 ) $
162
—
—
(1 )
(133 )
(4 )
8
Purchases
Sales
Issuances
Settlements
Transfers into Level 3
Transfers out of Level 3
Trade
Accounts
Receivable/
Payable, Net (2)
Readily
Marketable
Inventories
(222 )
—
—
206
(78 )
70
$
98
885
(1,400 )
(1 )
73
678
(559 )
(44 ) $
142
(1)
Derivatives, net include Level 3 derivative assets and liabilities.
(2)
Trade Accounts Receivable and Trade Accounts Payable, net, include Level 3 inventory related receivables and payables.
Level 3 Instruments
Fair Value Measurements
Derivatives,
Net (1)
(US$ in millions)
Balance, January 1, 2015
Total gains and losses
(realized/unrealized)
included in cost of goods
sold
Purchases
Sales
Issuances
Settlements
Transfers into Level 3
$
Trade
Accounts
Receivable/
Payable, Net (2)
Readily
Marketable
Inventories
(2 )
389
1
—
(1 )
(219 )
5
$
255
135
1,329
(1,982 )
—
—
845
$
Total
(33 ) $
(6 )
(12 )
—
(327 )
610
(204 )
220
518
1,318
(1,982 )
(328 )
391
646
Transfers out of Level 3
Balance, December 31, 2015
(6 )
$
167
(337 )
$
245
(72 )
$
(44 ) $
(415 )
368
(1)
Derivatives, net include Level 3 derivative assets and liabilities.
(2)
Trade Accounts Receivable and Trade Accounts Payable, net, include Level 3 inventory related receivables and payables.
F-38
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
14. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
The tables below summarize changes in unrealized gains or (losses) recorded in earnings during the years ended December 31, 2016 and
2015 for Level 3 assets and liabilities that were held at December 31, 2016 and 2015.
Level 3 Instruments
Fair Value Measurements
Derivatives,
Net (1)
(US$ in millions)
Trade
Accounts
Receivable and
Payable, Net (2)
Readily
Marketable
Inventories
Total
Changes in unrealized
gains and (losses)
relating to assets and
liabilities held at
December 31, 2016
Cost of goods sold
$
(1 )
$
(41 )
$
$
37
$
(13 )
$
1
$
(48 )
Changes in unrealized
gains and (losses)
relating to assets and
liabilities held at
December 31, 2015
Cost of goods sold
(2 ) $
22
(1)
Derivatives, net include Level 3 derivative assets and liabilities.
(2)
Trade Accounts Receivable and Trade Accounts Payable, net, include Level 3 inventory related receivables and payables.
Derivative Instruments and Hedging Activities
Interest rate derivatives —Bunge from time-to-time uses interest rate derivatives, including interest rate swaps, interest rate basis swaps,
interest rate options or interest rate futures. Bunge has entered into interest rate swap agreements for the purpose of managing certain of its
interest rate exposures. The interest rate swaps used by Bunge as hedging instruments have been recorded at fair value in the consolidated
balance sheets with changes in fair value recorded contemporaneously in earnings. These swap agreements have been designated as fair value
hedges. Additionally, the carrying amount of the associated hedged debt is adjusted through earnings for changes in the fair value arising from
changes in benchmark interest rates. Ineffectiveness is recognized to the extent that these two adjustments do not offset.
As of December 31, 2016, Bunge had fixed-to-variable interest rate swap agreements. Below is a summary of Bunge's current interest rate
swap agreements designated as fair value hedge agreements as of December 31, 2016.
Notional
Amount of
Hedged
Obligation
Notional
Amount of
Derivative
$500
$
Maturity Date
500 November 24,
Payment
Weighted
Average Rate
Payable
3 month
Fixed Rate
Receivable
3.50 %
2020
euro 800
euro
800 June 16, 2023
$550
$
550 August 15, 2026
LIBOR plus
1.91%
6 month
EURIBOR
plus 1.64%
3 month
LIBOR plus
1.12%
1.85 %
3.25 %
Additionally, on various dates in 2016, Bunge entered into interest rate futures, one year interest rate swap agreements and forward rate
agreements that do not qualify for hedge accounting, and therefore Bunge has not designated these as hedge instruments for accounting
purposes. The interest
F-39
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
14. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
rate futures, interest rate swaps and forward rate agreements have been recorded at fair value in the consolidated condensed balance sheets with
changes in fair value recorded contemporaneously in earnings. Below is a summary of Bunge's outstanding interest rate swap agreements and
forward rate agreements.
December 31, 2016
Exchange
Traded
Non-exchange
Traded
Net (Short) &
Long (1)
Unit of
Measure
(US$ in millions)
(Short) (2)
Long (2)
Interest Rate
Futures
Swaps
Forward Rate Agreements
$
5
—
—
$
— $
(500 )
(68 )
—
569
979
Notional
Notional
Notional
(1)
Exchange traded derivatives are presented on a net (short) and long position basis.
(2)
Non-exchange traded derivatives are presented on a gross (short) and long position basis.
Foreign exchange derivatives and hedging activities —Bunge uses a combination of foreign exchange forward, swap and option contracts
in certain of its operations to mitigate the risk from exchange rate fluctuations in connection with certain commercial and balance sheet
exposures. The foreign exchange forward and option contracts may be designated as cash flow hedges. Bunge may also use net investment
hedges to partially offset the translation adjustments arising from the remeasurement of its investment in certain of its foreign subsidiaries.
Foreign exchange risk is also managed through the use of foreign currency debt. Bunge has 800 million euro senior unsecured
euro-denominated notes of which 797 million euro is designated as, and effective as, a net investment hedge of euro denominated assets.
Accordingly, foreign currency transaction gains or losses due to spot rate fluctuations on the euro-denominated debt instruments are included in
foreign currency translation adjustment within OCI.
Bunge assesses, both at the inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedge transactions are
highly effective in offsetting changes in the hedged items.
F-40
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
14. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
The table below summarizes the notional amounts of open foreign exchange positions.
December 31, 2016
Exchange
Traded
Non-exchange
Traded
Net (Short) &
Long (1)
Unit of
Measure
(US$ in millions)
(Short) (2)
Long (2)
Foreign Exchange
Options
Forwards
Swaps
$
—
—
—
$
(126 ) $
(8,889 )
(129 )
268
6,126
157
Delta
Notional
Notional
(1)
Exchange traded derivatives are presented on a net (short) and long position basis.
(2)
Non-exchange traded derivatives are presented on a gross (short) and long position basis.
Commodity derivatives —Bunge uses commodity derivative instruments to manage its exposure to movements associated with
agricultural commodity prices. Bunge generally uses exchange traded futures and options contracts to minimize the effects of changes in the
prices of agricultural commodities on its agricultural commodity inventories and forward purchase and sale contracts, but may also from
time-to-time enter into OTC commodity transactions, including swaps, which are settled in cash at maturity or termination based on
exchange-quoted futures prices. Forward purchase and sale contracts are primarily settled through delivery of agricultural commodities. While
Bunge considers these exchange traded futures and forward purchase and sale contracts to be effective economic hedges, Bunge does not
designate or account for the majority of its commodity contracts as hedges. The forward contracts require performance of both Bunge and the
contract counterparty in future periods. Contracts to purchase agricultural commodities generally relate to current or future crop years for
delivery periods quoted by regulated commodity exchanges. Contracts for the sale of agricultural commodities generally do not extend beyond
one future crop cycle.
The table below summarizes the volumes of open agricultural commodities derivative positions.
December 31, 2016
Exchange
Traded
Non-exchange Traded
Net (Short) &
Long (1)
Unit of
Measure
(Short) (2)
Agricultural Commodities
Futures
Options
Forwards
Swaps
(6,914,908 )
(334,494 )
—
—
—
—
(35,672,883 )
(3,326,874 )
Long (2)
—
—
25,960,476
1,442,144
(1)
Exchange traded derivatives are presented on a net (short) and long position basis.
(2)
Non-exchange traded derivatives are presented on a gross (short) and long position basis.
Metric Tons
Metric Tons
Metric Tons
Metric Tons
F-41
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
14. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
Ocean freight derivatives —Bunge uses derivative instruments referred to as freight forward agreements (FFAs) and FFA options to hedge
portions of its current and anticipated ocean freight costs. Changes in the fair values of ocean freight derivatives that are not designated as
hedges are recorded in earnings. There were no designated hedges at December 31, 2016 and 2015, respectively.
The table below summarizes the open ocean freight positions.
December 31, 2016
Exchange
Cleared
Non-exchange
Cleared
Net (Short) &
Long (1)
Unit of
Measure
(Short) (2)
Ocean Freight
FFA
FFA Options
Long (2)
—
—
(3,165 )
(467 )
—
—
Hire Days
Hire Days
(1)
Exchange cleared derivatives are presented on a net (short) and long position basis.
(2)
Non-exchange cleared derivatives are presented on a gross (short) and long position basis.
Energy derivatives —Bunge uses energy derivative instruments for various purposes including to manage its exposure to volatility in
energy costs. Bunge's operations use energy, including electricity, natural gas, coal, and fuel oil, including bunker fuel.
The table below summarizes the open energy positions.
December 31, 2016
Exchange
Traded
Non-exchange Cleared
Net (Short) &
Long (1)
Unit of
Measure (3)
(Short) (2)
Natural Gas
Futures
Swaps
Energy—Other
Futures
Forwards
Swaps
Options
Long (2)
(3)
3,930,000
—
1,777
—
215,100
(1,285 )
—
—
—
1,351,351
MMBtus
MMBtus
—
—
—
—
—
6,048,869
—
—
Metric Tons
Metric Tons
Metric Tons
Metric Tons
(1)
Exchange traded and cleared derivatives are presented on a net (short) and long position basis.
(2)
Non-exchange cleared derivatives are presented on a gross (short) and long position basis.
(3)
Million British Thermal Units ("MMBtus") are standard units of measurement used to denote an amount of electricity and
natural gas, respectively.
F-42
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
14. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
The Effect of Financial Instruments on the Consolidated Statements of Income
The table below summarizes the effect of derivative instruments that are designated as fair value hedges and also derivative instruments
that are undesignated on the consolidated statements of income for the years ended December 31, 2016 and 2015.
Gain or (Loss)
Recognized in
Income on
Derivative
Instruments
December 31,
(US$ in millions)
Location
2016
2015
Designated Derivative Contracts:
Interest Rate
Interest income/Interest expense
Total
$
5
$
—
$
5
$
—
$
(4 ) $
—
267
772
(618 )
8
19
Undesignated Derivative Contracts:
Interest Rate
Interest Rate
Foreign Exchange
Foreign Exchange
Commodities
Freight
Energy
Interest income/Interest expense
Other income (expense)-net
Foreign exchange gains (losses)
Cost of goods sold
Cost of goods sold
Cost of goods sold
Cost of goods sold
Total
$
F-43
444
$
—
(2 )
(302 )
(620 )
1,062
6
(25 )
119
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
14. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
The table below summarizes the effect of financial instruments that are designated and qualify as cash flow and net investment hedges on
the consolidated statement of income.
Year Ended December 31, 2016
Gain or (Loss)
Reclassified from
Accumulated OCI into
Income (1)
Gain or
(Loss)
Recognized in
Accumulated
OCI (1)
Gain or (Loss) Recognized
in Income on Derivatives
Notional
Amount
(US$ in millions)
Cash Flow
Hedge:
Foreign
Exchange (3)
Location
Amoun
t
Location
Amoun
t (2)
$
181
$
48 Foreign
exchange gains
(losses)
$ 16 Foreign
exchange gains
(losses)
$ —
Total
$
181
$
48
$ 16
$ —
Net Investment
Hedge:
Foreign Currency
denominated
debt (4)
$
881
$
41 Foreign
currency
denominated
debt
$ — Foreign
currency
denominated
debt
$ —
Foreign
Exchange (3)
$
—
$
(394 ) Foreign
exchange gains
(losses)
$ — Foreign
exchange gains
(losses)
$ —
Total
$
881
$
(353 )
$ —
$ —
(1)
The gain (loss) recognized relates to the effective portion of the hedging relationship. At December 31, 2016, Bunge
expects to reclassify into income in the next 12 months $44 million of after-tax loss related to its foreign exchange cash
flow hedges and nil for net investment hedges.
(2)
There was no gain or loss recognized in income relating to the ineffective portion of the hedging relationships or relating
to amounts excluded from the assessment of hedge effectiveness.
(3)
The foreign exchange contracts mature at various dates through January 2018.
(4)
The euro loans mature in 2023.
F-44
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
14. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
The table below summarizes the effect of financial instruments that are designated and qualify as cash flow hedges on the condensed
consolidated statement of income for the year ended December 31, 2015.
Year Ended December 31, 2015
Gain or (Loss)
Reclassified from
Accumulated OCI into
Income (1)
Gain or
(Loss)
Recognized in
Accumulated
OCI (1)
Gain or (Loss)
Recognized
in Income on
Derivatives
Notional
Amount
(US$ in millions)
Cash Flow
Hedge:
Foreign
Exchange (3)
Location
238
$
$
Total
238
$
76 Foreign
exchange
gains
(losses)
Location
Amoun
t (2)
(76 ) Foreign
exchange
gains
(losses)
$ —
(76 )
$ —
$
Net Investment
Hedge:
Foreign
1,878
Exchange (3)
$
1,878
$
$
76
$
Total
Amoun
t
$
$
223 Foreign
exchange
gains
(losses)
$
223
— Foreign
exchange
gains
(losses)
$ —
—
$ —
$
(1)
The gain or (loss) recognized relates to the effective portion of the hedging relationship. At December 31, 2015, Bunge
expected to reclassify into income in the next 12 months approximately $76 million of after-tax gains (losses) related to
its foreign exchange cash flow hedges and nil for net investment hedges.
(2)
There was no gain or loss recognized in income relating to the ineffective portion of the hedging relationships or to
amounts excluded from the assessment of hedge effectiveness.
(3)
The foreign exchange contracts matured at various dates through November 2020.
15. SHORT-TERM DEBT AND CREDIT FACILITIES
Bunge's short-term borrowings are typically sourced from various banking institutions and the U.S. commercial paper market. Bunge also
borrows from time to time in local currencies in various foreign jurisdictions. Interest expense includes facility commitment fees, amortization
of deferred financing costs and charges on certain lending transactions, including certain intercompany loans and foreign
F-45
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
15. SHORT-TERM DEBT AND CREDIT FACILITIES (Continued)
currency conversions in Brazil. The weighted-average interest rate on short-term borrowings at December 31, 2016 and 2015 was 8.69% and
4.92%, respectively.
December 31,
(US$ in millions)
2016
2015
Lines of credit:
Secured, variable interest rate of 2.33%
Unsecured, variable interest rates from 1.27% to 32.00% (1)
$
—
257
$
25
623
Total short-term debt
$
257
$
648
(1)
Includes $148 million and $137 million of local currency borrowings in certain Central and Eastern European,
South American, South African and Asia-Pacific countries at a weighted-average interest rate of 13.63% and
15.54% as of December 31, 2016 and 2015, respectively.
Bunge's commercial paper program is supported by an identical amount of committed back up bank credit lines (the "Liquidity Facility")
provided by banks that are rated at least A-1 by Standard & Poor's Financial Services and P-1 by Moody's Investors Service. On November 20,
2014, Bunge entered into an unsecured $600 million five-year Liquidity Facility with certain lenders party thereto. The Liquidity Facility
replaced the then existing $600 million five-year liquidity facility, dated as of November 17, 2011. The cost of borrowing under the Liquidity
Facility would typically be higher than the cost of issuing under Bunge's commercial paper program. At December 31, 2016 and December 31,
2015, there were no borrowings outstanding under the commercial paper program and no borrowings under the Liquidity Facility.
In addition to the committed facilities discussed above, from time-to-time, Bunge Limited and/or its financing subsidiaries enter into
uncommitted bilateral short-term credit lines as necessary based on its financing requirements. At December 31, 2016 and 2015, nil and nil
were outstanding under these bilateral short-term credit lines, respectively. Loans under such credit lines are non-callable by the respective
lenders. In addition, Bunge's operating companies had $257 million in short-term borrowings outstanding from local bank lines of credit at
December 31, 2016 to support working capital requirements.
F-46
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
16. LONG-TERM DEBT AND CREDIT FACILITIES
Long-term debt obligations are summarized below.
December 31,
(US$ in millions)
2016
Revolving credit facilities
Term loan due 2019—three-month Yen LIBOR plus 0.75%
(Tranche A)
Term loan due 2019—fixed Yen interest rate of 0.96%
(Tranche B)
Term loan due 2019—three-month LIBOR plus 1.30%
(Tranche C)
4.10% Senior Notes due 2016
5.90% Senior Notes due 2017
3.20% Senior Notes due 2017
8.50% Senior Notes due 2019
3.50% Senior Notes due 2020
1.85% Senior Notes due 2023—Euro
3.25% Senior Notes due 2026
Consolidated investment fund debt (1)
Other
—
$
Subtotal
Less: Current portion of long-term debt
Total long-term debt
$
2015
$
752
243
237
51
50
85
—
250
600
600
497
843
694
—
144
85
500
250
600
600
497
—
—
53
171
4,007
(938 )
3,795
(869 )
$
3,069
2,926
(1)
There is no consolidated investment fund debt as of December 31, 2016. Bunge elected to account for $53 million
at fair value as of December 31, 2015.
The fair values of long-term debt, including current portion, at December 31, 2016 and 2015 $4,163 million and $3,940 million,
respectively, are calculated based on interest rates currently available on comparable maturities to companies with credit standing similar to
that of Bunge. The carrying amounts and fair values of long-term debt are as follows:
(US$ in millions)
Long-term
debt,
including
current
portion
Carrying
Value
$
December 31,
2016
Fair Value
(Level 2)
4,007 $
4,163
Fair Value
(Level 3)
$
Carrying
Value
— $
December 31,
2015
Fair Value
(Level 2)
3,795 $
3,887
Fair Value
(Level 3)
$
53
On August 15, 2016, Bunge completed the sale of $700 million aggregate principal amount of 3.25% senior notes due August 15, 2026.
The unsecured senior notes were issued by Bunge's 100% owned finance subsidiary, Bunge Limited Finance Corp., and are fully and
unconditionally guaranteed by Bunge. The offering was made pursuant to a registration statement filed with the U.S. Securities and Exchange
Commission. The net proceeds of $695 million were used for general corporate purposes, including, but not limited to, the repayment of
outstanding indebtedness, which includes indebtedness under revolving credit facilities.
F-47
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
16. LONG-TERM DEBT AND CREDIT FACILITIES (Continued)
On June 24, 2016, Bunge completed the refinancing on a $200 million three-year committed unsecured bilateral revolving credit facility,
to mature on June 24, 2019. A further $500 million of unsecured bilateral revolving credit facilities were refinanced on September 23, 2016 to
mature on September 23, 2019. Borrowings under these facilities bear interest at LIBOR plus a margin, which will vary from 0.65% to 1.40%
per annum based on the credit ratings on its senior long-term unsecured debt. Amounts under the Facilities that remain undrawn are subject to a
commitment fee payable at a rate ranging from 0.20% to 0.25%.
On June 16, 2016, Bunge completed the sale of 600 million euro (approximately $670 million) aggregate principal amount of 1.85%
senior notes due June 16, 2023 ("Notes"). Additionally, on November 17, 2016 Bunge completed the sale of 200 million euro (approximately
$214 million) of the Notes bringing the aggregate principal amount to 800 million euro. The Notes were issued by Bunge's 100% owned
finance subsidiary, Bunge Finance Europe B.V., and are fully and unconditionally guaranteed by Bunge. The offering was made pursuant to a
registration statement filed with the U.S. Securities and Exchange Commission. The aggregated net proceeds of 802 million euro
(approximately $887 million) were used for general corporate purposes, including, but not limited to the repayment of outstanding
indebtedness, which includes indebtedness under revolving credit facilities.
At December 31, 2016, Bunge had $5,015 million of unused and available borrowing capacity under its committed long-term credit
facilities with a number of lending institutions.
Certain land, property, equipment and investments in consolidated subsidiaries having a net carrying value of approximately $63 million
at December 31, 2016 have been mortgaged or otherwise collateralized against long-term debt of $41 million at December 31, 2016.
Principal Maturities —Principal maturities of long-term debt at December 31, 2016 are as follows:
(US$ in millions)
2017
2018
2019
2020
2021
Thereafter
$
938
14
992
511
18
1,551
Total (1)
$
4,024
(1)
Excludes changes in long-term debt attributable to fair value hedge accounting of $17 million.
Bunge's credit facilities and certain senior notes require it to comply with specified financial covenants related to minimum net worth,
minimum current ratio, a maximum debt to capitalization ratio and limitations on secured indebtedness. Bunge was in compliance with these
covenants at December 31, 2016.
During the years ended December 31, 2016, 2015 and 2014, Bunge paid interest, net of interest capitalized, of $234 million, $227 million
and $223 million, respectively.
F-48
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
17. TRADE RECEIVABLES SECURITIZATION PROGRAM
Bunge and certain of its subsidiaries participate in a trade receivables securitization program ("Program") with a financial institution, as
administrative agent, and certain commercial paper conduit purchasers and committed purchasers (collectively, the Purchasers) that provides
for funding of up to $700 million against receivables sold into the Program. The Program is designed to enhance Bunge's financial flexibility
by providing an additional source of liquidity for its operations. In connection with the Program, certain of Bunge's U.S. and non-U.S.
subsidiaries that originate trade receivables may sell eligible receivables in their entirety on a revolving basis to a consolidated bankruptcy
remote special purpose entity, Bunge Securitization B.V. ("BSBV") formed under the laws of The Netherlands. BSBV in turn sells such
purchased trade receivables to the administrative agent (acting on behalf of the Purchasers) pursuant to a receivables transfer agreement. In
connection with these sales of accounts receivable, Bunge receives a portion of the proceeds up front and an additional amount upon the
collection of the underlying receivables, which is expected to be generally between 10% and 15% of the aggregate amount of receivables sold
through the Program.
Koninklijke Bunge B.V., a wholly owned subsidiary of Bunge, acts as master servicer, responsible for servicing and collecting the
accounts receivable for the Program. The Program terminates on May 26, 2021. The trade receivables sold under the program are subject to
specified eligibility criteria, including eligible currencies, and country and obligor concentration limits.
The table below summarizes the cash flows and discounts of Bunge's trade receivables associated with the Program. Servicing fees under
the Program were not significant in any period.
December 31,
2016
(US$ in millions)
December 31,
2015
Receivables sold which were derecognized on
Bunge balance sheet
$
628
$
524
Proceeds received in cash related to transfer of
receivables
$
9,197
$
10,396
Cash collections from customers on receivables
previously sold
$
9,176
$
10,542
Gross receivables sold
$
9,405
$
10,601
December 31,
2016
(US$ in millions)
Discounts related
to gross
receivables sold
included in
SG&A
$
December 31,
2015
6
$
December 31,
2014
5
$
7
December 31,
2016
(US$ in millions)
Deferred purchase price included in other
current assets
$
December 31,
2015
87
$
79
Bunge's risk of loss following the sale of the trade receivables is limited to the deferred purchase price ("DPP"), and is included in other
current assets in the consolidated balance sheets (see Note 5). The DPP will be repaid in cash as receivables are collected, generally within
30 days. Delinquencies and credit losses on trade receivables sold under the Program during the years ended December 31,
F-49
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
17. TRADE RECEIVABLES SECURITIZATION PROGRAM (Continued)
2016 and 2015 were insignificant. Bunge has reflected all cash flows under the Program as operating cash flows in the consolidated statements
of cash flows for the years ended December 31, 2016, 2015 and 2014.
18. EMPLOYEE BENEFIT PLANS
Certain U.S., Canadian, European and Brazilian based subsidiaries of Bunge sponsor non-contributory defined benefit pension plans
covering substantially all employees of the subsidiaries. The plans provide benefits based primarily on participants' salary and length of service.
The funding policies for Bunge's defined benefit pension plans are determined in accordance with statutory funding requirements. The most
significant defined benefit plan is in the United States. The U.S. funding policy requires at least those amounts required by the Pension
Protection Act of 2006. Assets of the plans consist primarily of equity and fixed income investments.
Certain United States and Brazil based subsidiaries of Bunge have benefit plans to provide certain postretirement healthcare benefits to
eligible retired employees of those subsidiaries. The plans require minimum retiree contributions and define the maximum amount the
subsidiaries will be obligated to pay under the plans. Bunge's policy is to fund these costs as they become payable.
Plan Amendments and Transfers In and Out —There were no significant amendments, settlements or transfers into or out of Bunge's
employee benefit plans during the years ended December 31, 2016 or 2015.
F-50
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
18. EMPLOYEE BENEFIT PLANS (Continued)
The following table sets forth in aggregate the changes in the defined benefit pension and postretirement benefit plans' benefit obligations,
assets and funded status at December 31, 2016 or 2015. A measurement date of December 31 was used for all plans.
Pension
Benefits
December 31,
(US$ in millions)
2016
Postretirement
Benefits
December 31,
2015
2016
2015
Change in benefit obligations:
Benefit obligation at the beginning of year
Service cost
Interest cost
Plan curtailments
Actuarial (gain) loss, net
Employee contributions
Net transfers in (out)
Plan settlements
Benefits paid
Expenses paid
Impact of foreign exchange rates
$
864 $
32
35
(3 )
31
6
8
(5 )
(21 )
(2 )
(4 )
Benefit obligation at the end of year
$
941
Fair value of plan assets at the beginning of year
Actual return on plan assets
Employer contributions
Employee contributions
Plan settlements
Effect of plan combinations
Benefits paid
Expenses paid
Impact of foreign exchange rates
$
689 $
53
20
6
(4 )
1
(21 )
(3 )
(1 )
Fair value of plan assets at the end of year
$
740
$
906 $
35
33
(6 )
(54 )
6
—
(6 )
(30 )
(3 )
(17 )
56 $
—
7
—
8
1
—
—
(7 )
—
9
864
74
$
$
69
—
5
—
8
1
—
—
(8 )
—
(19 )
56
Change in plan assets:
$
650 $
(3 )
90
6
(6 )
—
(30 )
(3 )
(15 )
— $
—
6
1
—
—
(7 )
—
—
—
—
7
1
—
—
(8 )
—
—
689
—
—
$
$
Funded (unfunded) status and net amounts
recognized:
Plan assets (less than) in excess of benefit obligation
Net (liability) asset recognized in the balance sheet
$
(201 ) $
(175 ) $
(74 ) $
(56 )
(201 )
(175 )
(74 )
(56 )
$
$
$
$
Non-current assets
Current liabilities
Non-current liabilities
$
16 $
(5 )
(212 )
12 $
(5 )
(182 )
— $
(8 )
(66 )
—
(6 )
(50 )
Net liability recognized
$
(201 ) $
(175 ) $
(74 ) $
(56 )
Amounts recognized in the balance sheet consist of:
Included in accumulated other comprehensive income for pension benefits at December 31, 2016 are the following amounts that have not
yet been recognized in net periodic benefit costs: unrecognized
F-51
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
18. EMPLOYEE BENEFIT PLANS (Continued)
prior service credit of $6 million ($4 million, net of tax) and unrecognized actuarial loss of $190 million ($124 million, net of tax). Expected
prior service costs and unrecognized actuarial losses as a component of net periodic benefit costs included in accumulated other comprehensive
income in 2016 is $10 million ($7 million, net of tax).
Included in accumulated other comprehensive income for postretirement healthcare benefits at December 31, 2016 are the following
amounts that have not yet been recognized in net periodic benefit costs: unrecognized prior service credit of $1 million ($1 million, net of tax),
and unrecognized actuarial loss of $14 million ($9 million, net of tax). Bunge does not expect to recognize any unrecognized prior service
credits or unrecognized actuarial losses as components of net periodic benefit costs for its postretirement benefit plans in 2016.
Bunge has aggregated certain defined benefit pension plans with projected benefit obligations in excess of fair value of plan assets with
pension plans that have fair value of plan assets in excess of projected benefit obligations. At December 31, 2016, $941 million projected
benefit obligations includes plans with projected benefit obligations of $806 million which were in excess of the fair value of related plan assets
of $589 million. At December 31, 2015, the $864 million projected benefit obligations include plans with projected benefit obligations of
$758 million which were in excess of the fair value of related plan assets of $570 million. The accumulated benefit obligation for the defined
pension benefit plans, respectively, was $850 million at December 31, 2016 and $786 million at December 31, 2015.
The following table summarizes information relating to aggregated defined benefit pension plans with an accumulated benefit obligation
in excess of plan assets:
Pension
Benefits
December 31,
(US$ in millions)
2016
2015
Projected benefit obligation
$
680
$
642
Accumulated benefit obligation
$
617
$
588
Fair value of plan assets
$
484
$
474
At December 31, 2016, for measurement purposes related to postretirement benefit plans, an 8.8% annual rate of increase in the per capita
cost of covered healthcare benefits was assumed for 2016, decreasing to 8.0% by 2038, remaining at that level thereafter. At December 31,
2015, for measurement purposes related to postretirement benefit plans, an 8.1% annual rate of increase in the per capita cost of covered
healthcare benefits was assumed for 2015, decreasing to 7.4% by 2029, remaining at that level thereafter.
A one-percentage point change in assumed healthcare cost trend rates would have the following effects:
One-percentage
point increase
(US$ in millions)
Effect on total service and interest cost
Effect on postretirement benefit
obligation
One-percentage
point decrease
$
1
$
—
$
5
$
(5 )
F-52
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
18. EMPLOYEE BENEFIT PLANS (Continued)
The components of net periodic benefit costs are as follows for defined benefit pension plans and postretirement benefit plans:
Postretirement
Benefits
December 31,
Pension Benefits
December 31,
(US$ in millions)
2016
Service cost
Interest cost
Expected return on plan assets
Amortization of prior service cost
Amortization of net loss
Curtailment loss
Settlement loss recognized
Special termination benefit
$
Net periodic benefit costs
$
2015
32 $
35
(44 )
—
10
—
—
1
35 $
33
(42 )
1
12
1
1
—
$
34
2014
41
2016
30 $
36
(39 )
1
4
—
—
—
$
32
$
2015
2014
—
7
—
—
—
—
—
—
$
—
5
—
—
—
—
—
—
$
—
6
—
—
(1 )
(2 )
—
—
7
$
5
$
3
The weighted-average actuarial assumptions used in determining the benefit obligation under the defined benefit pension and
postretirement benefit plans are as follows:
Pension
Benefits
December 31,
2016
Discount rate
Increase in future compensation levels
Postretirement
Benefits
December 31,
2015
3.9 %
3.2 %
2016
4.2 %
3.3 %
2015
10.8 %
N/A
11.4 %
N/A
The weighted-average actuarial assumptions used in determining the net periodic benefit cost under the defined benefit pension and
postretirement benefit plans are as follows:
Postretirement
Pension Benefits
December 31,
Pension Benefits
December 31,
2016
Discount rate
Expected long-term rate of return on
assets
Increase in future compensation levels
2015
2014
2016
4.2 %
3.8 %
4.9 %
11.4 %
6.4 %
3.3 %
6.7 %
3.5 %
6.7 %
3.5 %
N/A
N/A
2015
9.8 %
N/A
N/A
2014
10.0 %
N/A
N/A
The sponsoring subsidiaries select the expected long-term rate of return on assets in consultation with their investment advisors and
actuaries. These rates are intended to reflect the average rates of earnings expected on the funds invested or to be invested to provide required
plan benefits. The plans are assumed to continue in effect as long as assets are expected to be invested.
In estimating the expected long-term rate of return on assets, appropriate consideration is given to historical performance for the major
asset classes held or anticipated to be held by the applicable plan trusts and to current forecasts of future rates of return for those asset classes.
Cash flows and expenses are taken into consideration to the extent that the expected returns would be affected by them. As assets are generally
held in qualified trusts, anticipated returns are not reduced for taxes.
F-53
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
18. EMPLOYEE BENEFIT PLANS (Continued)
Pension Benefit Plan Assets —The objectives of the plans' trust funds are to sufficiently diversify plan assets to maintain a reasonable
level of risk without imprudently sacrificing returns, with a target asset allocation of approximately 40% fixed income securities and
approximately 60% equities. Bunge implements its investment strategy through a combination of indexed mutual funds and a proprietary
portfolio of fixed income securities. Bunge's policy is not to invest plan assets in Bunge Limited shares.
Plan investments are stated at fair value which is the amount that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date. The Plan classifies its investments in Level 1, which refers to
securities that are actively traded on a public exchange and valued using quoted prices from active markets for identical assets, Level 2, which
refers to securities not traded in an active market but for which observable market inputs are readily available and Level 3, which refers to other
assets valued based on significant unobservable inputs.
The fair values of Bunge's defined benefit pension plans' assets at the measurement date, by category, are as follows:
Fair Value Measurements at December 31, 2016
(US$ in millions)
Asset Category
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Total
Cash
Equities:
Mutual Funds (1)
Fixed income
securities:
Mutual Funds (2)
Others (3)
$
Total
$
8
$
Pension Benefits
Significant
Observable
Inputs
(Level 2)
8
$
Significant
Unobservable
Inputs
(Level 3)
—
$
—
406
366
40
—
299
27
199
—
100
23
—
4
740
$
573
F-54
$
163
$
4
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
18. EMPLOYEE BENEFIT PLANS (Continued)
Fair Value Measurements at December 31, 2015
(US$ in millions)
Asset Category
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Total
Cash
Equities:
Mutual Funds (1)
Fixed income
securities:
Mutual Funds (2)
Others (3)
$
Total
$
81
$
Pension Benefits
Significant
Observable
Inputs
(Level 2)
81
Significant
Unobservable
Inputs
(Level 3)
—
$
$
—
354
306
48
—
242
12
80
—
162
12
—
—
689
$
467
$
222
$
—
(1)
This category represents a portfolio of equity investments comprised of equity index funds that invest in U.S. equities and
non-U.S. equities. The U.S. equities are comprised of investments focusing on large, mid and small cap companies and
non-U.S. equities are comprised of international, emerging markets and real estate investment trusts.
(2)
This category represents a portfolio of fixed income investments in mutual funds comprised of investment grade U.S.
government bonds and notes, foreign government bonds and corporate bonds from diverse industries.
(3)
This category represents a portfolio consisting of a mixture of equity, fixed income and cash.
Bunge expects to contribute $13 million and $8 million, respectively, to its defined benefit pension and postretirement benefit plans in
2017.
The following benefit payments, which reflect future service as appropriate, are expected to be paid related to defined benefit pension and
postretirement benefit plans:
Pension
Benefit Payments
(US$ in millions)
2017
2018
2019
2020
2021
2022 and onwards
$
Postretirement
Benefit Payments
42
42
44
46
48
270
$
8
8
8
7
7
30
Employee Defined Contribution Plans —Bunge also makes contributions to qualified defined contribution plans for eligible employees.
Contributions to these plans amounted to $11 million, $11 million and $12 million during the years ended December 31, 2016, 2015 and 2014,
respectively.
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BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
19. RELATED PARTY TRANSACTIONS
Notes receivable —Bunge holds a note receivable from Navegações Unidas Tapajós S.A., a 50% equity method investment in Brazil,
having a carrying value of $20 million at December 31, 2016, which matures in June 2019, with interest based on CDI, the average one-day
interbank deposit rate in Brazil.
Bunge holds a note receivable from Solazyme Bunge Renewable Oils Cooperatief U.A., a 49.9% equity method investment in Brazil,
having a carrying value of $10 million at December 31, 2016, which matures in April 2017, with an interest rate of 11.05%.
In addition, Bunge held notes receivables from other related parties totaling $6 million at December 31, 2016, and 2015, respectively.
Notes payable —Bunge holds a note payable with its joint venture Bunge SCF Grain LLC with a carrying value of $18 million at
December 31, 2016. This note matures on March 31, 2019 with an interest rate based on LIBOR and is included in other long-term liabilities in
Bunge's consolidated balance sheet.
Other —Bunge purchased soybeans and other commodity products and received port services from certain of its unconsolidated ventures,
totaling $1,054 million, $757 million and $746 million for the years ended December 31, 2016, 2015 and 2014, respectively. Bunge also sold
soybeans and other commodity products and provided port services to certain of its unconsolidated ventures, totaling $326 million,
$351 million and $345 million for the years ended December 31, 2016, 2015 and 2014, respectively. At December 31, 2016 and 2015, Bunge
had approximately $33 million and $16 million of receivables from these ventures included in trade accounts receivable in the consolidated
balance sheets as of those dates. In addition, at December 31, 2016 and 2015, Bunge had approximately $46 million and $25 million of
payables to these ventures included in trade accounts payable in the consolidated balance sheets as of those dates.
In addition, Bunge provided services during the years ended December 31, 2016, 2015 and 2014, to its unconsolidated ventures totaling
$103 million, $106 million and $111 million, respectively, for services including primarily tolling and administrative support. Bunge believes
all of these transaction values are similar to those that would be conducted with third parties.
20. COMMITMENTS AND CONTINGENCIES
Bunge is party to a large number of claims and lawsuits, primarily non-income tax and labor claims in Brazil and non-income tax claims
in Argentina, arising in the normal course of business. The ability to predict the ultimate outcome of such matters involves judgments,
estimates and inherent uncertainties. Bunge records liabilities related to its general claims and lawsuits when the exposure item becomes
probable and can be reasonably estimated. Bunge management does not expect these matters to have a material adverse effect on Bunge's
financial condition, results of operations or liquidity. However, these matters are subject to inherent uncertainties and there exists the remote
possibility of an adverse impact on Bunge's position in the period the uncertainties are resolved whereby the settlement of the identified
contingencies could exceed the amount of provisions included in the
F-56
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BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
20. COMMITMENTS AND CONTINGENCIES (Continued)
consolidated balance sheets. Included in other non-current liabilities at December 31, 2016 and 2015 are the following amounts related to these
matters:
December 31,
2016
(US$ in millions)
December 31,
2015
Non-income tax claims
Labor claims
Civil and other claims
$
170
82
98
$
163
75
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.
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BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
20. COMMITMENTS AND CONTINGENCIES (Continued)
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 $234 million. In 2012, the Argentine government suspended Bunge's
Argentine subsidiary from a registry of grain traders. While the suspension has not had a material adverse effect on Bunge's business in
Argentina, these actions have resulted in additional administrative requirements and increased logistical costs on domestic grain shipments
within Argentina. Bunge is challenging these actions in the Argentine courts.
Labor claims —The labor claims are principally claims against Bunge's Brazilian subsidiaries. The labor claims primarily relate to
dismissals, severance, health and safety, salary adjustments and supplementary retirement benefits.
Civil and other claims —The civil and other claims relate to various disputes with third parties, including suppliers and customers.
During the first quarter of 2016, Bunge received a notice from the Brazilian Administrative Council for Economic Defense initiating an
administrative proceeding against its Brazilian subsidiary and two of its employees, certain of its former employees, several other companies in
the Brazilian wheat milling industry and others for alleged anticompetitive activities in the north and northeast of Brazil. Bunge is defending
against this action; however, the proceedings are at an early stage and Bunge cannot, at this time, reasonably predict the ultimate outcome of
the proceedings or sanctions, if any, which may be imposed.
F-58
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BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
20. COMMITMENTS AND CONTINGENCIES (Continued)
Guarantees —Bunge has issued or was a party to the following guarantees at December 31, 2016:
Maximum
Potential
Future
Payments
(US$ in millions)
Unconsolidated affiliates guarantee (1) (2)
Residual value guarantee (3)
$
99
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 $4,035 million related to these guarantees. This debt includes the senior notes issued by three of Bunge's 100%
owned finance subsidiaries, Bunge Limited Finance Corp., Bunge Finance Europe B.V. and Bunge N.A. Finance L.P. There are largely no
restrictions on the ability of Bunge Limited Finance Corp., Bunge Finance Europe B.V. and Bunge N.A. Finance L.P. or any other Bunge
subsidiary to transfer funds to Bunge Limited.
Freight Supply Agreements —In the ordinary course of business, Bunge enters into time charter agreements for the use of ocean freight
vessels and freight service on railroad lines for the purpose of transporting agricultural commodities. In addition, Bunge sells the right to use
these ocean freight vessels when excess freight capacity is available. These agreements generally range from two months to approximately
seven years, in the case of ocean freight vessels, depending on market conditions, and
F-59
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BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
20. COMMITMENTS AND CONTINGENCIES (Continued)
five to nine years in the case of railroad services. Future minimum payment obligations due under these agreements are as follows:
Ocean
Freight
Vessels
(US$ in millions)
Minimum
Payment
Obligations
Railroad
Services
2017
2018 and 2019
2020 and 2021
2022 and thereafter
$
114
112
91
53
$
43
68
68
102
$
157
180
159
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.
21. REDEEMABLE NONCONTROLLING INTERESTS
In July 2012, Bunge and Nutre Farming B.V. entered into a joint venture agreement whereby Bunge acquired a 55% interest in a newly
formed oilseed processing venture in its agribusiness segment in Eastern Europe. Bunge consolidates the venture in its consolidated financial
statements. In conjunction with the formation of the venture, Bunge entered into an agreement to acquire the remaining 45% interest at either
Bunge's or the noncontrolling interest holder's option in the future. The exercise date and price of the option were reasonably determinable. As
a result, Bunge had classified the noncontrolling interest as redeemable noncontrolling interest in its consolidated balance sheet as of
December 31, 2012. During the second quarter of 2016, Bunge exercised its call option for the remaining 45% interest in the joint venture for
approximately $39 million. The transaction has concluded in September 2016.
22. EQUITY
Share Repurchase Program —In May 2015, Bunge established a new program for the repurchase of up to $500 million of Bunge's issued
and outstanding common shares. The program has no expiration date. Bunge did not repurchase any common shares during the fourth quarter
ended December 31, 2016. Bunge repurchased 3,296,230 common shares for the nine months ended September 30, 2016 under this program
for $200 million. Total repurchases under the program from its inception in May
F-60
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
22. EQUITY (Continued)
2015 through December 31, 2016 were 4,707,440 shares for $300 million. Bunge completed the previous program of $975 million during the
first quarter of 2015 with the repurchase of 2,460,600 common shares for $200 million.
Cumulative Convertible Perpetual Preference Shares —Bunge has 6,900,000, 4.875% cumulative convertible perpetual preference shares
(convertible preference shares), par value $0.01 outstanding at December 31, 2016. Each convertible preference share has an initial liquidation
preference of $100 per share plus accumulated unpaid dividends up to a maximum of an additional $25 per share. As a result of adjustments
made to the initial conversion price because cash dividends paid on Bunge Limited's common shares exceeded certain specified thresholds,
each convertible preference share is convertible at any time at the holder's option into approximately 1.1507 common shares based on a
conversion price of $86.9010 per convertible preference share, subject in each case to certain specified anti-dilution adjustments (which
represents 7,939,830 Bunge Limited common shares at December 31, 2016).
At any time on or after December 1, 2011, if the closing market price of Bunge's common shares equals or exceeds 130% of the
conversion price of the convertible preference shares, for 20 trading days within any period of 30 consecutive trading days (including the last
trading day of such period), Bunge may elect to cause all outstanding convertible preference shares to be automatically converted into the
number of common shares that are issuable at the conversion price. The convertible preference shares are not redeemable by Bunge at any time.
The convertible preference shares accrue dividends at an annual rate of 4.875%. Dividends are cumulative from the date of issuance and
are payable, quarterly in arrears, on each March 1, June 1, September 1 and December 1, commencing on March 1, 2007, when, as and if
declared by Bunge's Board of Directors. The dividends may be paid in cash, common shares or a combination thereof. Accumulated but unpaid
dividends on the convertible preference shares will not bear interest. In each of the years ended December 31, 2016, 2015 and 2014, Bunge
recorded $34 million of dividends on its convertible preference shares.
F-61
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BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
22. EQUITY (Continued)
Accumulated Other Comprehensive Income (Loss) Attributable to Bunge —The following table summarizes the balances of related
after-tax components of accumulated other comprehensive income (loss) attributable to Bunge:
(US$ in millions)
Balance January 1, 2014
Other comprehensive
income (loss) before
reclassifications
Amount reclassified from
accumulated other
comprehensive income
Foreign
Exchange
Translation
Adjustment (1)
$
(2,486 ) $
(2,572 )
21
(90 )
(2 )
(1,482 )
(9 )
5
—
12
(85 )
(2 )
(1,486 )
(3,897 ) $
(10 )
(154 )
3
(4,058 )
(2,546 )
147
7
—
(2,392 )
77
13
—
(2,546 )
224
20
—
(2,302 )
(6,443 ) $
214
(134 )
3
(6,360 )
709
(305 )
(11 )
—
393
—
(11 )
—
—
(11 )
709
(316 )
(11 )
—
382
—
Balance, December 31,
2015
Other comprehensive
income (loss) before
reclassifications
Amount reclassified from
accumulated other
comprehensive income
(loss)
Net-current period other
comprehensive income
(loss)
$
Accumulated
Other
Comprehensive
Income (Loss)
5
(1,411 )
Net-current period other
comprehensive income
(loss)
Unrealized
Gains (Losses)
on
Investments
(69 )
—
Balance, December 31,
2014
Other comprehensive
income (loss) before
reclassifications
Amount reclassified from
accumulated other
comprehensive income
(loss)
Pension and
Other
Postretirement
Liability
Adjustments
(22 )
(1,411 )
Net-current period other
comprehensive income
(loss)
Balance, December 31,
2016
Deferred
Gains
(Losses)
on Hedging
Activities
(5,734 ) $
(102 ) $
(145 ) $
3
(4 )
90
$
(5,978 )
(1)
Bunge has significant operating subsidiaries in Brazil, Argentina, North America, Europe and Asia-Pacific. The
functional currency of Bunge's subsidiaries is the local currency. The assets and liabilities of these subsidiaries are
translated into U.S. dollars from local currency at month-end exchange rates, and the resulting foreign exchange
translation gains (losses) are recorded in the consolidated balance sheets as a component of accumulated other
comprehensive income (loss).
23. EARNINGS PER COMMON SHARE
Basic earnings per share is computed by dividing net income available to Bunge common shareholders by the weighted-average number
of common shares outstanding, excluding any dilutive effects of stock options, restricted stock unit awards, convertible preference shares and
convertible notes during the reporting period. Diluted earnings per share is computed similar to basic earnings per
F-62
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
23. EARNINGS PER COMMON SHARE (Continued)
share, except that the weighted-average number of common shares outstanding is increased to include additional shares from the assumed
exercise of stock options, restricted stock unit awards and convertible securities and notes, if dilutive. The number of additional shares is
calculated by assuming that outstanding stock options, except those which are not dilutive, were exercised and that the proceeds from such
exercises were used to acquire common shares at the average market price during the reporting period. In addition, Bunge accounts for the
effects of convertible securities and convertible notes, using the if-converted method. Under this method, the convertible securities and
convertible notes are assumed to be converted and the related dividend or interest expense, net of tax, is added back to earnings, if dilutive.
The following table sets forth the computation of basic and diluted earnings per common share:
Year Ended December 31,
(US$ in millions, except for share data)
Income from continuing operations
Net (income) loss attributable to
noncontrolling interests
2016
$
Other redeemable obligations (1)
Convertible preference share dividends
Income (loss) from discontinued
operations, net of tax
$
Weighted-average number of
common shares outstanding:
Basic
Effect of dilutive shares:
—stock options and awards (2)
—convertible preference shares (3)
Diluted
Basic earnings per common share:
Net income (loss) from continuing
operations
Net income (loss) from discontinued
operations
Net income (loss) to Bunge common
shareholders—basic
776
$
$
755
$
485
(2 )
754
756
483
(2 )
(34 )
(19 )
(34 )
(14 )
(34 )
(9 )
35
32
709
$
738
$
467
139,845,124
143,671,546
146,209,508
441,521
7,939,830
749,031
7,818,390
1,021,270
—
148,226,475
152,238,967
147,230,778
5.13
$
5.07
4.90
$
0.24
(0.06 )
$
2014
1
(22 )
Income (loss) from continuing
operations attributable to Bunge
Net income (loss) available to Bunge
common shareholders
2015
$
5.14
2.98
0.22
$
3.20
Diluted earnings per common share:
Net income (loss) from continuing
operations
Net income (loss) from discontinued
operations
Net income (loss) to Bunge common
shareholders—diluted
$
5.07
$
5.01
$
0.23
(0.06 )
$
4.84
$
5.07
2.96
0.21
$
3.17
(1)
Accretion of redeemable noncontrolling interest of $2 million, $19 million and $14 million for the years ended
December 31, 2016, 2015 and 2014, respectively, relates to a non-fair value variable put arrangement whereby the
noncontrolling interest holder may have required Bunge to purchase
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Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
23. EARNINGS PER COMMON SHARE (Continued)
the remaining shares of an oilseed processing operation in Central and Eastern Europe. As further discussed in Note 21
Redeemable Noncontrolling Interest, during the second quarter of 2016 Bunge exercised its call option with Prio for their
45% interest in the joint venture for approximately $39 million. The transaction concluded in September 2016. Accretion
for the respective periods includes the effect of losses incurred by the operations for the years ended December 31, 2016,
2015 and 2014, respectively.
(2)
The weighted-average common shares outstanding-diluted excludes approximately 4 million, 3 million and 2 million
stock options and contingently issuable restricted stock units, which were not dilutive and not included in the
computation of earnings per share for the years ended December 31, 2016, 2015 and 2014, respectively.
(3)
Weighted-average common share outstanding-diluted for the year ended December 31, 2014 excludes approximately
8 million weighted-average common shares that are issuable upon conversion of the convertible preference shares that
were not dilutive and not included in the weighted-average number of common shares outstanding.
24. SHARE-BASED COMPENSATION
For the years ended December 31, 2016, 2015 and 2014, Bunge recognized in additional paid-in capital approximately $44 million,
$46 million and $49 million, respectively, of total compensation expense for awards classified as equity awards related to its stock option and
restricted stock unit awards in additional paid-in capital.
In 2016, Bunge granted equity awards under the 2016 Equity Incentive Plan (the "2016 EIP") and 2009 Equity Incentive Plan (the "2009
EIP"), both shareholder approved plans. Under the 2016 EIP and 2009 EIP, the Compensation Committee of Bunge's Board of Directors may
grant equity based awards to officers, employees, consultants and independent contractors in the form of stock options, restricted stock units
(performance based or time-vested) or other equity based awards. The 2016 EIP replaced the 2009 EIP, under which, beginning May 26, 2016,
no further awards may be granted. Shares issued under the Plan may consist, in whole or in part, of authorized and unissued Shares, treasury
Shares or Shares reacquired by the Company in any manner, or a combination thereof.
(i) Stock Option Awards—Options to purchase Bunge Limited common shares are granted with an exercise price equal to the grant date
fair market value of Bunge common stock, vest over service periods that generally range from one to three years, and expire 10 years from the
date of grant. Vesting may be accelerated in certain circumstances as provided in the plans or associated Award Agreements. Grant date fair
value is recognized as compensation expense on a straight-line basis for option grants beginning in 2006 and for options granted prior to 2006,
compensation expense is recognized on an accelerated basis over the vesting period of each grant.
(ii) Restricted Stock Units—Restricted stock units ("RSUs") give recipients the right to receive shares of Bunge common stock upon the
lapse of related restrictions determined by the Compensation Committee. Restrictions on RSUs may be based on continued service by the
recipient through the designated term and/or based on the achievement of certain performance targets. These targets may be financial or
market-based, and the number of units actually earned varies based on the level of achievement of predefined goals. Compensation expense in
recognized on a straight-line bases over the vesting period for restricted stock units. RSUs vest in various increments and at various dates,
generally
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BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
24. SHARE-BASED COMPENSATION (Continued)
over periods ranging from one to three years. Vesting may be accelerated under certain circumstances as defined in the plans or associated
Award Agreements. RSUs are generally settled in shares of Bunge common stock upon satisfaction of the applicable vesting terms. Where
share settlement may be prohibited under local law, RSUs are settled in cash. At the time of settlement, a participant holding a vested restricted
stock unit will also be entitled to receive corresponding accrued dividend equivalent share payments.
Bunge has also established the Bunge Limited 2007 Non-Employee Directors' Equity Incentive Plan (the "2007 Directors' Plan"), a
shareholder approved plan. Under the 2007 Directors' Plan, the Compensation Committee may grant equity based awards to non-employee
directors of Bunge Limited. Awards may consist of restricted stock, restricted stock units, deferred restricted stock units and non-statutory
stock options. The 2007 Directors' Plan replaced the Non-Employee Directors Equity Incentive Plan, under which no further awards may be
granted.
(i) Stock Option Awards—Options to purchase Bunge Limited common shares were historically granted with an exercise price equal to
the grant date fair market value of Bunge Limited common stock. Options were set to expire ten years after the date of grant and generally
vested and became exercisable on the third anniversary of the grant date. Bunge no longer makes grants of options under the 2007 Directors'
Plan and there are no longer any options outstanding under the plan.
(ii) Restricted Stock Units—Restricted stock units granted to non-employee directors generally vest on the first anniversary of the grant
date, provided the director continues to serve on the Board until such date, and are settled in Bunge Limited common stock. RSUs granted as
part of our Chairman's supplemental annual retainer have historically vested on December 31 of the year of grant. At the time of settlement, a
participant holding a vested restricted stock unit or deferred restricted stock unit is also entitled to receive corresponding accrued dividend
equivalent share payments.
The fair value of each stock option granted under any of Bunge's equity incentive plans is estimated on the grant date using the Black
Scholes Merton option pricing model. Assumptions for the prior three years are noted in the following table. The expected volatility of Bunge's
common shares is a weighted average of historical volatility calculated using the daily closing price of Bunge's shares up to the grant date and
implied volatilities on open option contracts on Bunge's stock as of the grant date. Bunge uses historical employee exercise behavior for
valuation purposes. The expected option term of granted options represents the period of time that the granted options are expected to be
outstanding based on historical experience and giving consideration for the contractual terms, vesting periods and expectations of future
employee behavior. The risk-free interest rate is based on U.S. Treasury zero-coupon bonds with a term equal to the expected option term of
the respective grants and grant dates.
December 31,
Assumptions:
2016
Expected option term (in years)
Expected dividend yield
Expected volatility
Risk-free interest rate
5.67
3.04 %
26.06 %
1.41 %
F-65
2015
5.87
1.67 %
27.47 %
1.73 %
2014
6.02
1.51 %
40.91 %
1.84 %
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
24. SHARE-BASED COMPENSATION (Continued)
A summary of option activity under the plans for the year ended December 31, 2016 is presented below:
Options
Weighted-Average
Exercise Price
Shares
Outstanding at
January 1, 2016
Granted
Exercised
Forfeited or
expired
Weighted-Average
Remaining
Contractual
Term (Years)
4,795,671
1,586,400
(78,189 )
$
$
$
75.64
50.18
57.77
(354,063 )
$
72.30
Aggregate
Intrinsic
Value
Outstanding at
December 31,
2016
5,949,819
$
69.35
6.26
$
45
Exercisable at
December 31,
2016
3,635,613
$
75.19
4.67
$
10
The weighted-average grant date fair value of options granted during the years ended December 31, 2016, 2015 and 2014 was $8.86,
$19.36 and $28.25, respectively. The total intrinsic value of options exercised during the years ended December 31, 2016, 2015 and 2014 was
approximately $1 million, $11 million and $34 million, respectively. The excess tax benefit classified as a financing cash flow was not
significant for any of the periods presented.
At December 31, 2016, $17 million of total unrecognized compensation cost related to non-vested stock options granted under the equity
incentive plan is expected to be recognized over the next two years.
A summary of activity under Bunge's restricted stock unit plans for the year ended December 31, 2016 is presented below.
Restricted Stock Units
Weighted-Average
Grant-Date
Fair Value
Shares
Restricted stock units at January 1, 2016
Granted
Vested/issued (2)
Forfeited/cancelled (2)
1,160,628
866,790
(317,586 )
(165,567 )
$
79.16
51.42
75.43
75.43
Restricted stock units at December 31, 2016 (1)
1,544,265
$
64.85
(1)
Includes accrued unvested dividends, which are payable in Bunge's common shares upon vesting of underlying
restricted stock units.
(2)
During the year ended December 31, 2016, Bunge issued 235,204 common shares, net of common shares withheld
to cover taxes, including related common shares representing accrued dividends, with a weighted-average fair
value of $57.91 per share. During the year ended December 31, 2016, 82,520 performance-based restricted stock
units vested. During the year ended December 31, 2016, Bunge canceled approximately 135,948 shares related to
performance-based restricted stock unit awards that did not vest due to non-achievement of performance targets
and performance-based restricted stock unit awards that were withheld to cover payment of employee related
taxes.
F-66
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
24. SHARE-BASED COMPENSATION (Continued)
The fair value of RSU and performance-based awards is determined based on the market value of the Company's shares on the grant date.
The weighted-average grant date fair value of restricted stock units granted during the years ended December 31, 2016, 2015 and 2014 was
$51.42, $81.97 and $79.26, respectively.
At December 31, 2016, there was approximately $42 million of total unrecognized compensation cost related to restricted stock units
share-based compensation arrangements under the equity incentive plans, which is expected to be recognized over the next two years. The total
fair value of restricted stock units vested during the year ended December 31, 2016 was approximately $18 million.
Common Shares Reserved for Share-Based Awards —The 2007 Directors' Plan, the 2009 EIP and the 2016 EIP provide that 600,000,
10,000,000 and 5,800,000 common shares, respectively, are to be reserved for grants of stock options, restricted stock units and other awards
under the plans. At December 31, 2016, 113,732 and 5,766,487 common shares were available for future grants under the 2007 Directors' Plan
and the 2016 EIP, respectively. Upon approval of the 2016 EIP, no shares were available for future grant under the 2009 EIP.
25. LEASE COMMITMENTS
Bunge routinely leases storage facilities, transportation equipment and office facilities under operating leases. Future minimum lease
payments by year and in the aggregate under non-cancelable operating leases with initial or remaining terms of one year or more at
December 31, 2016 are as follows:
Minimum
Lease
Payments
(US$ in millions)
2017
2018
2019
2020
2021
Thereafter
$
152
115
99
72
59
171
Total
$
668
Net rent expense under non-cancelable operating leases is as follows:
Year Ended
December 31,
(US$ in millions)
2016
2015
Rent expense
Sublease income
$
213 $
(9 )
Net rent expense
$
204
$
2014
182 $
(6 )
259
(22 )
176
237
$
In addition, Bunge enters into agricultural partnership agreements for the production of sugarcane. These agreements have an average
remaining life of four years and cover approximately 211,017 hectares of land under cultivation. Amounts owed under these agreements are
dependent on
F-67
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
25. LEASE COMMITMENTS (Continued)
several variables including the quantity of sugarcane produced per hectare, the total recoverable sugar ("ATR") per ton of sugarcane produced
and the price for each kilogram of ATR as determined by Consecana, the São Paulo state sugarcane, sugar and ethanol council. During the
years ended December 31, 2016, 2015 and 2014, Bunge made payments related to these agreements of $154 million, $125 million and
$162 million, respectively. Of these amounts $89 million, $75 million and $95 million, respectively, were payments for advances on future
production and $65 million, $50 million and $67 million, respectively, were included in cost of goods sold in the consolidated statements of
income for the years ended December 31, 2016, 2015 and 2014, respectively.
26. SEGMENT INFORMATION
Bunge has five reportable segments—Agribusiness, Edible Oil Products, Milling Products, Sugar and Bioenergy, and Fertilizer—which
are organized based upon similar economic characteristics and are similar in nature of products and services offered, the nature of production
processes and the type and class of customer and distribution methods. The Agribusiness segment is characterized by both inputs and outputs
being agricultural commodities and thus high volume and low margin. The Edible Oil Products segment involves the processing, production
and marketing of products derived from vegetable oils. The Milling Products segment involves the processing, production and marketing of
products derived primarily from wheat and corn. The Sugar and Bioenergy segment involves sugarcane growing and milling in Brazil, sugar
merchandising in various countries, as well as sugarcane-based ethanol production and corn-based ethanol investments and related activities.
Following the classification of the Brazilian fertilizer distribution and North American fertilizer businesses as discontinued operations, the
activities of the Fertilizer segment include its port operations in Brazil and Argentina and its blending and retail operations in Argentina.
The "Discontinued Operations & Unallocated" column in the following table contains the reconciliation between the totals for reportable
segments and Bunge consolidated totals, which consist primarily of amounts attributable to discontinued operations, corporate items not
allocated to the operating segments and inter-segment eliminations. Transfers between the segments are generally
F-68
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
26. SEGMENT INFORMATION (Continued)
valued at market. The segment revenues generated from these transfers are shown in the following table as "Inter-segment revenues."
(US$ in millions)
2016
Net sales to external
customers
Inter—segment
revenues
Foreign exchange
gains (losses)
Noncontrolling
interests (1)
Other income
(expense)—net
Segment EBIT (3)
Discontinued
operations (2)
Depreciation,
depletion and
amortization
Investments in
affiliates
Total assets
Capital expenditures
2015
Net sales to external
customers
Inter—segment
revenues
Foreign exchange
gains (losses)
Noncontrolling
interests (1)
Other income
(expense)—net
Segment EBIT (4)
Discontinued
operations (2)
Depreciation,
depletion and
amortization
Investments in
affiliates
Total assets
Capital expenditures
2014
Net sales to external
customers
Inter—segment
Agribusiness
$
Sugar and
Bioenergy
115
3,709
Fertilizer
Discontinued
Operations &
Unallocated (1)
$
$
403
9
13
—
Total
— $ 42,679
(4,004 )
—
(7 )
(1 )
(7 )
9
(2 )
—
(8 )
(21 )
(13 )
—
—
(2 )
14
(22 )
24
875
7
112
(4 )
131
(16 )
(4 )
1
29
—
—
—
—
—
—
—
(9 )
(236 )
(94 )
(62 )
(143 )
(12 )
—
—
318
16
—
184
33
325
12,159
421
—
2,329
108
—
1,444
75
31,267 $ 6,698 $ 1,609 $
48
2,754
131
3,495
$
386
$
12
1,143
(9 )
(547 )
373
19,188
784
— $ 43,455
3,499
178
37
12
—
67
—
(8 )
(68 )
1
—
(8 )
(9 )
(8 )
—
—
(1 )
19
1
4
59
(3 )
103
(15 )
(27 )
(1 )
5
—
—
—
—
—
—
—
35
35
(234 )
(90 )
(46 )
(160 )
(15 )
—
(545 )
—
299
17
—
159
25
(3 )
1,108
249
11,832
359
$
Milling
Products
30,061 $ 6,859 $ 1,647 $
3,867
$
Edible Oil
Products
—
1,963
63
—
1,343
60
42,109 $ 7,972 $ 2,064 $
3,510
161
88
80
2,318
125
4,542
—
$
474
—
(3,726 )
$
—
(18 )
1,248
329
17,914
649
— $ 57,161
(3,759 )
—
revenues
Foreign exchange
gains (losses)
Noncontrolling
interests (1)
Other income
(expense)—net
Segment EBIT
Discontinued
operations (2)
Depreciation,
depletion and
amortization
Investments in
affiliates
Total assets
Capital expenditures
39
(4 )
(8 )
19
1
—
47
(23 )
(9 )
—
(1 )
(5 )
36
(2 )
8
890
5
58
(4 )
131
10
(168 )
(2 )
45
—
—
17
956
—
—
—
—
—
32
32
(240 )
(96 )
(47 )
(208 )
(16 )
—
(607 )
—
356
16
—
249
21
178
14,268
411
—
2,235
95
—
1,174
103
116
3,143
193
294
21,425
839
(1)
Includes the noncontrolling interests' share of interest and tax to reconcile to consolidated noncontrolling interests.
F-69
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
26. SEGMENT INFORMATION (Continued)
(2)
Represents net income (loss) from discontinued operations.
(3)
2016 EBIT includes $122 million of gains related to disposition of equity interest in operations in Agribusiness, recorded
in other income (expense)-net. In addition, Bunge recorded pre-tax impairment charges of $71 million and $9 million in
other income (expense)-net and cost of goods sold, respectively. Of these pre-tax impairment charges, $44 million was
allocated to Sugar and Bioenergy, $27 million to Agribusiness and $9 million to Fertilizer.
(4)
2015 EBIT includes a $47 million gain on the sale of assets in Agribusiness. In addition, Bunge recorded pre-tax
impairment charges of $57 million, of which $15 million, $14 million and $13 million are included in cost of goods sold,
selling, general and administrative expenses and goodwill impairment, respectively. Of these pre-tax impairment charges,
$14 million was allocated to Agribusiness and $28 million to Edible Oil Products.
Total segment earnings before interest and taxes ("EBIT") is an operating performance measure used by Bunge's management to evaluate
segment operating activities. Bunge's management believes total segment EBIT is a useful measure of operating profitability, since the measure
allows for an evaluation of the performance of its segments without regard to its financing methods or capital structure. In addition, EBIT is a
financial measure that is widely used by analysts and investors in Bunge's industries.
A reconciliation of total segment EBIT to net income attributable to Bunge follows:
Year Ended December 31,
(US$ in millions)
2016
Total segment EBIT from continuing operations
Interest income
Interest expense
Income tax (expense) benefit
Income (loss) from discontinued operations, net of
tax
Noncontrolling interests' share of interest and tax
$
Net income attributable to Bunge
$
2015
1,143 $
51
(234 )
(220 )
2014
1,248 $
43
(258 )
(296 )
35
19
(9 )
14
745
956
87
(347 )
(249 )
$
32
36
791
$
515
Net sales by product group to external customers were as follows:
Year Ended December 31,
(US$ in millions)
Agricultural Commodity Products
Edible Oil Products
Wheat Milling Products
Corn Milling Products
Sugar and Bioenergy Products
Fertilizer Products
Total
2016
$
30,061
6,859
1,079
568
3,709
403
42,679
2015
$
31,267
6,698
1,054
555
3,495
386
43,455
2014
$
42,109
7,972
1,462
602
4,542
474
57,161
$
F-70
$
$
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
26. SEGMENT INFORMATION (Continued)
Geographic area information for net sales to external customers, determined based on the location of the subsidiary making the sale, and
long-lived assets follows:
Year Ended December 31,
(US$ in millions)
2016
2015
2014
Net sales to external customers:
Europe
United States
Asia-Pacific
Brazil
Argentina
Canada
Rest of world
Total
$
14,238
10,239
7,843
6,604
1,406
1,120
1,229
$
14,346
10,256
8,680
6,117
1,490
1,245
1,321
$
18,234
12,199
10,932
10,422
1,857
1,784
1,733
$
42,679
$
43,455
$
57,161
Year Ended December 31,
(US$ in millions)
2016
2015
2014
Long-lived assets (1) :
Brazil
United States
Europe
Asia-Pacific
Canada
Argentina
Rest of world
Total
$
2,452
1,249
1,107
505
378
189
320
$
2,086
1,130
1,074
558
400
204
377
$
2,711
1,022
1,181
572
347
257
480
$
6,200
$
5,829
$
6,570
(1)
Long-lived assets include property, plant and equipment, net, goodwill and other intangible assets, net,
investments in affiliates and non-current assets held for sale.
F-71
Table of Contents
BUNGE LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
27. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
Quarter
(US$ in millions, except per
share data)
First
Second
Third
Fourth
Year End
2016
Net sales
Gross profit
Income (loss) from
discontinued operations, net
of tax
Net income (loss)
Net income (loss) attributable
to Bunge
Earnings per common
share—basic (1)
$
Net income (loss)
$
1.64
$
0.86
$
0.93
$
2.04
$
5.48
$
1.64
$
0.81
$
0.80
$
1.89
$
5.13
Net income (loss) from
continuing operations
Net income (loss) from
discontinued operations
Net income (loss) to Bunge
common shareholders
8,916
620
$
10,541
530
$
11,423
556
$
11,799
704
$
42,679
2,410
(9 )
232
(4 )
120
5
130
(1 )
285
(9 )
767
235
121
118
271
745
(0.07 )
(0.03 )
0.03
(0.01 )
(0.06 )
$
1.57
$
0.78
$
0.83
$
1.88
$
5.07
$
$1.55
$
0.86
$
0.93
$
1.92
$
5.17
$
1.60
$
0.81
$
0.79
$
1.83
$
5.07
Earnings per common
share—diluted (1)
Net income (loss)
Net income (loss) from
continuing operations
Net income (loss) from
discontinued operations
Net income (loss) to Bunge
common shareholders
(0.06 )
$
Weighted-average number of
shares:
Weighted-average number of
shares
outstanding—basic
Weighted-average number of
shares
outstanding—diluted
Market price:
High
Low
$
1.54
(0.03 )
$
0.78
0.04
$
0.83
(0.01 )
$
1.82
(0.06 )
$
5.01
141,062,415
139,406,634
139,444,320
139,475,593
139,845,124
149,213,091
139,764,877
139,927,845
148,078,492
148,226,475
66.82
47.79
$
67.77
55.62
$
66.21
57.76
$
73.61
58.64
$
$
$
$
2015
Net sales
Gross profit
Income (loss) from
discontinued operations, net
of tax
Net income (loss)
Net income (loss) attributable
to Bunge
Earnings per common
share—basic (1)
$
Net income (loss)
$
1.79
$
0.65
$
1.63
$
1.42
$
5.50
$
1.61
$
0.50
$
1.45
$
1.33
$
4.90
Net income (loss) from
continuing operations
Net income (loss) from
discontinued operations
Net income (loss) to Bunge
common shareholders
10,806
710
$
10,782
535
$
10,762
745
$
11,105
703
$
43,455
2,693
14
260
1
93
21
234
(1 )
203
35
790
263
86
239
203
791
0.10
0.01
0.14
(0.01 )
0.24
$
1.71
$
0.51
$
1.59
$
1.32
$
5.14
$
1.69
$
0.64
$
1.54
$
1.35
$
5.19
$
1.58
$
0.50
$
1.42
$
1.31
$
4.84
Earnings per common
share—diluted (1)
Net income (loss)
Net income (loss) from
continuing operations
Net income (loss) from
discontinued operations
Net income (loss) to Bunge
common shareholders
—
0.09
$
Weighted-average number of
shares:
Weighted-average number of
shares
outstanding—basic
Weighted-average number of
shares
outstanding—diluted
Market price:
1.67
$
0.50
0.14
$
1.56
(0.01 )
$
1.30
0.23
$
5.07
145,164,587
143,726,689
143,361,057
142,466,906
143,671,546
153,817,713
144,626,753
151,794,399
150,744,716
152,238,967
High
$
92.31
$
92.85
$
89.86
$
79.41
Low
$
78.50
$
83.16
$
68.94
$
61.81
(1)
Earnings per share to Bunge common shareholders for both basic and diluted is computed independently for each period presented. As a result, the sum of the
quarterly earnings per share for the years ended December 31, 2016 and 2015 does not equal the total computed for the year.
F-72
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
BUNGE LIMITED
Dated: February 28, 2017
By:
/s/ THOMAS M. BOEHLERT
Thomas M. Boehlert
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
February 28, 2017
By:
/s/ SOREN SCHRODER
Soren Schroder
Chief Executive Officer
February 28, 2017
By:
/s/ THOMAS M. BOEHLERT
Thomas Boehlert
Chief Financial Officer
February 28, 2017
By:
/s/ J. MATT SIMMONS, JR.
J. Matt Simmons, Jr.
Controller and Principal Accounting Officer
February 28, 2017
By:
/s/ ERNEST G. BACHRACH
Ernest G. Bachrach
Director
February 28, 2017
By:
/s/ ENRIQUE H. BOILINI
Enrique H. Boilini
Director
February 28, 2017
By:
/s/ CAROL M. BROWNER
Carol M. Browner
Director
S-1
Table of Contents
February 28, 2017
By:
/s/ PAUL CORNET DE WAYS-RUART
Paul Cornet De Ways-Ruart
Director
February 28, 2017
By:
/s/ WILLIAM ENGELS
William Engels
Director
February 28, 2017
By:
/s/ ANDREW FERRIER
Andrew Ferrier
Director
February 28, 2017
By:
/s/ ANDREAS FIBIG
Andreas Fibig
Director
February 28, 2017
By:
/s/ KATHLEEN W. HYLE
Kathleen W. Hyle
Director
February 28, 2017
By:
/s/ L. PATRICK LUPO
L. Patrick Lupo
Director and Chairman of the Board of
Directors
February 28, 2017
By:
/s/ JOHN E. MCGLADE
John E. McGlade
Director
S-2
Exhibit 3.3
(as amended 25 May 2016)
BYE-LAWS
of
BUNGE LIMITED
TABLE OF CONTENTS
Bye-Law
Page
1
INTERPRETATION
Interpretation
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
BOARD OF DIRECTORS
Board of Directors
Management of the Company
Power to appoint manager
Power to authorise specific actions
Power to appoint attorney
Power to delegate to a committee
Power to appoint and dismiss employees
Power to borrow and charge property
Exercise of power to purchase shares of or discontinue the Company
Number and Tenure of Directors
Defects in appointment of Directors
Alternate Directors
Removal of Directors
Vacancies on the Board
Notice of meetings of the Board
Quorum at meetings of the Board
Meetings of the Board
Unanimous written resolutions
Contracts and disclosure of Directors’ interests
Remuneration of Directors and Members of Committees
3
3
3
3
3
3
4
4
4
4
5
5
5
6
6
6
6
7
7
7
22
23
24
25
26
27
OFFICERS
Officers of the Company
Appointment of Officers
Remuneration of Officers
Duties of Officers
Chairman of meetings
Register of Directors and Officers
7
8
8
8
8
8
28
MINUTES
Obligations of Board to keep minutes
8
i
29
30
INDEMNITY
Indemnification of Directors and Officers of the Company
Waiver of claim by Member
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
MEETINGS
Notice of annual general meeting
Notice of special general meeting
Accidental omission of notice of general meeting
Meeting called on requisition of members
Nomination of Directors
Short notice
Postponement and Cancellation of meetings
Quorum for general meeting
Adjournment of meetings
Written resolutions
Attendance of Directors
Voting at meetings
Voting by poll
Manner of taking a poll
Ballot procedures
Seniority of joint holders voting
Instrument of proxy
Representation of corporations at meetings
Security at General Meetings
9
10
10
10
11
11
12
12
12
12
13
13
13
14
14
14
14
15
15
50
51
52
53
54
55
56
57
SHARE CAPITAL AND SHARES
Rights of shares
Power to issue shares
Variation of rights, alteration of share capital and purchase of shares of the Company
Registered holder of shares
Death of a joint holder
Share certificates
Calls on shares
Forfeiture of Shares
15
17
18
19
19
20
20
21
58
59
60
61
REGISTER OF MEMBERS
Contents of Register of Members
Branch Register of Members
Inspection of Register of Members
Determination of record dates
21
21
21
22
ii
9
9
62
63
64
TRANSFER OF SHARES
Instrument of transfer
Restriction on transfer
Transfers by joint holders
22
22
22
65
66
TRANSMISSION OF SHARES
Representative of deceased Member
Registration on death or bankruptcy
22
23
67
68
69
70
DIVIDENDS AND OTHER DISTRIBUTIONS
Declaration of dividends by Board
Other distributions
Reserve fund
Deduction of amounts due to the Company
23
23
23
23
71
CAPITALISATION
Issue of bonus shares
24
72
73
74
ACCOUNTS AND FINANCIAL STATEMENTS
Records of account
Financial year end
Financial statements
24
24
24
75
76
77
78
79
AUDIT
Appointment of Auditor
Remuneration of Auditor
Vacation of office of Auditor
Access to books of the Company
Report of the Auditor
24
25
25
25
25
80
81
82
NOTICES
Notices to Members of the Company
Notices to joint Members
Service and delivery of notice
25
26
26
83
84
SEAL OF THE COMPANY
The seal
Manner in which seal is to be affixed
26
26
85
WINDING-UP
Winding-up/distribution by liquidator
27
86
BUSINESS COMBINATIONS
Business combinations
27
iii
87
ALTERATION OF BYE-LAWS
Alteration of Bye-laws
27
Schedule - Form A (Bye-law 47)
Schedule - Form B (Bye-law 57)
Schedule - Form C (Bye-law 62)
Schedule - Form D (Bye-law 66)
29
30
31
32
iv
INTERPRETATION
1.
Interpretation
(1)
In these Bye-laws the following words and expressions shall, where not inconsistent with the context, have the
following meanings respectively:(a)
“Act” means the Companies Act 1981 as amended or re-enacted from time to time;
(b)
“Auditor” includes any individual or partnership or any other person;
(c)
“Board” means the board of directors appointed or elected pursuant to these Bye-laws and acting by
resolution in accordance with the Act and these Bye-laws or the Directors present at a meeting of Directors at
which there is a quorum;
(d)
“Company” means Bunge Limited, being the company for which these Bye-laws are approved and
confirmed;
(e)
“Director” means a director of the Company;
(f)
“Group” means the Company and every company and other entity which is for the time being controlled
by the Company (for these purposes, “control” means the power to direct the management or policies of the
person in question, whether by means of an ownership interest or otherwise);
(g)
“Member” means the person registered in the Register of Members as the holder of shares in the
Company and, when two or more persons are so registered as joint holders of shares, means the person whose
name stands first in the Register of Members as one of such joint holders or all of such persons as the context so
requires;
(h)
“notice” means written notice as further defined in these Bye-laws unless otherwise specifically stated;
(i)
“Officer” means any person appointed by the Board to hold an office in the Company;
(j)
“Register of Directors and Officers” means the register of Directors and Officers referred to in these
Bye-laws;
(k)
“Register of Members” means the principal register and, where applicable, any branch register of
Members referred to in these Bye-laws;
(l)
“Registration Office” means such place as the Board may from time to time determine to keep a branch
register of Members and where (except in cases where the Board otherwise directs) the transfers or other
documents of title may be lodged for registration;
(m)
“Resident Representative” means any person appointed to act as resident representative and includes any
deputy or assistant resident representative;
(n)
“Secretary” means the person appointed to perform any or all of the duties of secretary of the Company
and includes any deputy or assistant secretary; and
(o)
“Treasury Share” means a share of the Company that was or is treated as having been acquired and held
by the Company and has been held continuously by the Company since it was so acquired and has not been
cancelled.
(2)
In these Bye-laws, where not inconsistent with the context:(a)
words denoting the plural number include the singular number and vice versa;
(b)
words denoting the masculine gender include the feminine gender;
(c)
words importing persons include companies, associations or bodies of persons whether corporate or not;
(d)
the word:-
(e)
(i)
“may” shall be construed as permissive;
(ii)
“shall” shall be construed as imperative; and
unless otherwise provided herein words or expressions defined in the Act shall bear the same meaning in
these Bye-laws.
(3)
In these Bye-laws, expressions referring to writing or written shall, unless the contrary intention appears, include
facsimile, printing, lithography, photography and other modes of representing words in a visible form.
(4)
hereof.
In these Bye-laws headings are used for convenience only and are not to be used or relied upon in the construction
BOARD OF DIRECTORS
2.
Board of Directors
The business of the Company shall be managed and conducted by the Board.
3.
Management of the Company
(1)
In managing the business of the Company, the Board may exercise all such powers of the Company as are not, by
statute or by these Bye-laws, required to be exercised by the Members subject, nevertheless, to these Bye-laws and the provisions of any
statute.
(2)
No alteration to these Bye-laws made by the Company in general meeting shall invalidate any prior act of the
Board which would have been valid if that alteration had not been made.
(3)
The Board may from time to time appoint a chief executive officer who shall, subject to the control of the Board,
supervise and administer the general business and affairs of the Company.
4.
Power to appoint manager
The Board may appoint a person to act as manager of the Company’s day to day business and may entrust to and confer upon
such manager such powers and duties as it deems appropriate for the transaction or conduct of such business.
5.
Power to authorise specific actions
The Board may from time to time and at any time authorise any person to act on behalf of the Company for any specific purpose
and in connection therewith to execute any agreement, document or instrument on behalf of the Company.
6.
Power to appoint attorney
The Board may from time to time and at any time by power of attorney appoint any person, whether nominated directly or
indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding
those vested in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of
attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit
and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney. Such
attorney may, if so authorised under the seal of the Company, execute any deed or instrument under such attorney’s personal seal with the same
effect as the affixation of the seal of the Company.
7.
Power to delegate to a committee
The Board may delegate any of its powers to a committee appointed by the Board which may consist partly or entirely of
non-Directors and every such committee shall conform to such directions as the Board shall impose on them. The quorum necessary for the
transaction of business at a meeting of any such committee shall be a majority of the members of the committee then in office. The meetings
and proceedings of any such committee shall be
governed by the provisions of these Bye-laws regulating the meetings and proceedings of the Board, so far as the same are applicable and are
not superseded by directions imposed by the Board.
8.
Power to appoint and dismiss employees
The Board may appoint, suspend or remove any manager, secretary, clerk, agent or employee of the Company and may fix their
remuneration and determine their duties.
9.
Power to borrow and charge property
Subject to the requirements of any exchange on which the shares of the Company are listed, the Board may exercise all the
powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and
may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company
or any third party.
10.
Exercise of power to purchase shares of or discontinue the Company
(1)
The Board may exercise all the powers of the Company to purchase or acquire all or any part of its own shares
pursuant to section 42A of the Act.
(2)
The Board may, with the approval of a resolution of the Members, exercise all the powers of the Company to
discontinue the Company to a named country or jurisdiction outside Bermuda pursuant to section 132G of the Act.
11.
Number and Tenure of Directors
(1)
The Board may from time to time determine the total number of directorships, which shall not be less than seven
nor more than fifteen. Any increase or decrease in the number of directorships shall require the affirmative vote of not less than 66 percent of
the Directors then in office. The Board shall have the authority to appoint persons to fill newly created directorships, provided that any such
appointment shall require the affirmative vote of not less than 66 percent of the Directors then in office. In no case shall a decrease in the size
of the Board shorten the term of any Director then in office.
(2)
No more than two of the Directors shall be employees of the Company or any other entity in the Group.
(3)
Directors whose term expires at the 2016 annual general meeting shall be elected for a term expiring at the next
annual general meeting. At each annual general meeting thereafter, all Directors shall be elected for a term expiring at the next annual general
meeting. In addition, at the direction of and in the sole discretion of the Board, Directors may be elected at any general meeting called for the
purpose to fill any newly created directorships on the Board arising under Bye-law 11(1) or any vacancy on the Board arising under Bye-law
15(3) or otherwise. Any person elected or appointed in accordance with these Bye-laws shall hold office for a term expiring at the next annual
general meeting, subject to his or her office being vacated pursuant to Bye-law 15(3).
12.
Defects in appointment of Directors
All acts done bona fide by any meeting of the Board or by a committee of the Board or by any person acting as a Director shall,
notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or person acting as aforesaid, or
that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.
13.
Alternate Directors
No Director may appoint a person or persons to act as a Director in the alternative to himself.
14.
Removal of Directors
(1)
Subject to any provision to the contrary in these Bye-laws, the Members entitled to vote for the election of
Directors may, at any special general meeting convened and held in accordance with these Bye-laws, remove a Director with cause, provided
that the notice of any such meeting convened for the purpose of removing a Director shall contain a statement of the intention so to do and a
summary of the facts justifying the removal and be served on such Director not less than 14 days before the meeting and at such meeting such
Director shall be entitled to be heard on the motion for such Director’s removal.
(2)
Subject to any provisions to the contrary in these Bye-laws, the Members may, at any special general meeting
convened and held in accordance with these Bye-laws, remove a director without cause by a resolution of the Members including the
affirmative votes of not less than 66% of all votes attaching to all shares then in issue entitling the holder to attend and vote on the resolution in
question, provided that the notice for any such meeting convened for the purpose of removing a Director shall contain a statement of the
intention so to do and be served on such Director not less than 14 days before the meeting and at such meeting such Director shall be entitled to
be heard on the motion for such Director’s removal.
(3)
A vacancy on the Board created by the removal of a Director under the provisions of subparagraph (1) or
sub-paragraph (2) of this Bye-law may be filled by the Members at the meeting at which such Director is removed and, in the absence of such
election or appointment, the Board may fill the vacancy.
15.
Vacancies on the Board
(1)
The Board shall have the power from time to time and at any time to appoint any person as a Director to fill a
vacancy on the Board occurring pursuant to subparagraph (3) of this Bye-law.
(2)
The Board may act notwithstanding any vacancy in its number.
(3)
The office of Director shall be vacated if the Director:(a)
is removed from office pursuant to these Bye-laws or is prohibited from being a Director by law;
16.
(b)
is or becomes bankrupt or makes any arrangement or composition with his creditors generally;
(c)
is or becomes of unsound mind or dies;
(d)
resigns his office by notice in writing to the Company.
Notice of meetings of the Board
(1)
A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the
Board.
(2)
Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to such Director
verbally in person or by telephone or otherwise communicated or sent to such Director by post, courier service, cable, telex, telecopier,
facsimile, electronic mail or other mode of representing words in a legible and non-transitory form at such Director’s last known address or any
other address given by such Director to the Company for this purpose.
17.
Quorum at meetings of the Board
The quorum necessary for the transaction of business at a meeting of the Board shall be a majority of the number of Directors
then in office.
18.
Meetings of the Board
(1)
The Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit.
(2)
Directors may participate in any meeting of the Board by means of such telephone, electronic or other
communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously,
and participation in such a meeting shall constitute presence in person at such meeting.
(3)
Subject to the provisions of the Act and these Bye-laws, a resolution put to the vote at a meeting of the Board shall
be carried by the affirmative votes of a majority of the votes cast and, in the case of an equality of votes, the resolution shall fail.
19.
Unanimous written resolutions
A resolution in writing signed by all the Directors which may be in counterparts, shall be as valid as if it had been passed at a
meeting of the Board duly called and constituted, such resolution to be effective on the date on which the last Director signs the resolution.
20.
Contracts and disclosure of Directors’ interests
(1)
Any Director, or any Director’s firm, partner or any company with whom any Director is associated, may act in a
professional capacity for the Company and such Director or such Director’s firm, partner or such company shall be entitled to remuneration for
professional services as if such Director were not a Director, provided that nothing herein contained shall authorise a Director or Director’s
firm, partner or such company to act as Auditor of the Company.
(2)
A Director who is directly or indirectly interested in a contract or proposed contract or arrangement with the
Company shall declare the nature of such interest as required by the Act.
(3)
Following a declaration being made pursuant to this Bye-law, and unless disqualified by the chairman of the
relevant Board meeting, a Director may vote in respect of any contract or proposed contract or arrangement in which such Director is interested
and may be counted in the quorum at such meeting.
(4)
If a declaration is made pursuant to this Bye-law by the chairman of the relevant Board meeting, he shall not act as
chairman in respect of the conduct of the business at the meeting in which he is interested and the other Directors shall appoint a chairman
(who is not so interested) to act as chairman in respect of that business. The chairman so appointed may determine whether to disqualify a
Director or not under the provisions of sub-paragraph (3) of this Bye-law. After the business in which he is interested has been concluded, the
chairman of the relevant Board meeting shall resume his position as chairman of the meeting.
21.
Remuneration of Directors and Members of Committees
The remuneration (if any) of the Directors and of any members of any committees appointed by the Board shall be determined by
the Board and shall be deemed to accrue from day to day. The Directors and members of committees may also be paid all travel, hotel and
other expenses properly incurred by them in attending and returning from meetings of the Board, any committee appointed by the Board,
general meetings of the Company, or in connection with the business of the Company or their duties as Directors or committee members
generally.
OFFICERS
22.
Officers of the Company
The Officers of the Company shall consist of a Chairman and a Deputy Chairman, a Secretary and such additional Officers as the
Board may from time to time determine all of whom shall be deemed to be Officers for the purposes of these Bye-laws.
23.
Appointment of Officers
(1)
The Board shall appoint a Chairman and a Deputy Chairman, who shall be Directors, for such term as the Board
may by resolution determine. The Chairman and Deputy Chairman of the Board shall hold office until their term of office expires whereupon
they shall retire from office but shall be eligible for re-election by the Board. The Board may at any time by resolution dismiss the Chairman
or Deputy Chairman respectively and may appoint another Director to the vacated office. The Board may by resolution appoint a Director to
fill the office of Chairman or Deputy Chairman vacated by the death or resignation of the existing incumbent.
(2)
The Secretary and additional Officers, if any, shall be appointed by the Board from time to time.
24.
Remuneration of Officers
The Officers shall receive such remuneration as the Board may from time to time determine.
25.
Duties of Officers
The Officers shall have such powers and perform such duties in the management, business and affairs of the Company as may be
delegated to them by the Board from time to time.
26.
Chairman of meetings
Unless otherwise agreed by a majority of those attending and entitled to attend and vote thereat, the Chairman shall act as
chairman at all meetings of the Members and of the Board at which such person is present and in his absence the Deputy Chairman, if present,
shall act as chairman. In the absence of both of them a chairman shall be appointed or elected by those present at the meeting and entitled to
vote.
27.
Register of Directors and Officers
The Board shall cause to be kept in one or more books at the registered office of the Company a Register of Directors and
Officers and shall enter therein the particulars required by the Act.
MINUTES
28.
Obligations of Board to keep minutes
(1)
The Board shall cause minutes to be duly entered in books provided for the purpose:(a)
of all elections and appointments of Officers;
(b)
of the names of the Directors present at each meeting of the Board and of any committee appointed by the
Board; and
(c)
of all resolutions and proceedings of general meetings of the Members, meetings of the Board and meetings of
committees appointed by the Board.
(2)
office of the Company.
Minutes prepared in accordance with the Act and these Bye-laws shall be kept by the Secretary at the registered
INDEMNITY
29.
Indemnification of Directors and Officers of the Company
The Directors, Secretary and other Officers (such term to include, for the purposes of Bye-laws 29 and 30, any person appointed
to any committee by the Board) for the time being acting in relation to any of the affairs of the Company and the liquidator or trustees (if any)
for the time being acting in relation to any of the affairs of the Company and every one of them, and their heirs, executors and administrators,
shall be indemnified and secured harmless out of the assets of the Company from and against all actions, costs, charges, losses, damages and
expenses
which they or any of them, their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in
or omitted in or about the execution of their duty, or supposed duty, or in their respective offices or trusts, and none of them shall be
answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any
bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or
for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or
for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto,
PROVIDED THAT this indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to any of said persons.
30.
Waiver of claim by Member
Each Member agrees to waive any claim or right of action such Member might have, whether individually or by or in the right of
the Company, against any Director or Officer on account of any action taken by such Director or Officer, or the failure of such Director or
Officer to take any action in the performance of his duties with or for the Company, PROVIDED THAT such waiver shall not extend to any
matter in respect of any fraud or dishonesty which may attach to such Director or Officer.
MEETINGS
31.
Notice of annual general meeting
The annual general meeting of the Company shall be held in each year at such time and place as the Chairman or the Board shall
appoint. At least 21 days’ notice of such meeting shall be given to each Member stating the date, place and time at which the meeting is to be
held, that the election of Directors will take place thereat (if applicable), and as far as practicable, the other business to be conducted at the
meeting.
32.
Notice of special general meeting
The Chairman or the Board may convene a special general meeting of the Company whenever in their judgment such a meeting is
necessary, upon not less than 21 days’ notice which shall state the date, time, place and the general nature of the business to be considered at
the meeting.
33.
Accidental omission of notice of general meeting
The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a general meeting by, any person
entitled to receive notice shall not invalidate the proceedings at that meeting.
34.
Meeting called on requisition of Members and Member Proposals
(1)
Notwithstanding anything herein, the Board shall, on the requisition of Members holding at the date of the deposit
of the requisition not less than one-tenth of such of the paid-up share capital of the Company as at the date of the deposit carries the right to
vote at general meetings of the Company, forthwith proceed to convene a special general meeting of the Company and the provisions of section
74 of the Act shall apply.
(2)
In addition to any rights of Members under the Act, business which may be properly moved by a Member at a
general meeting, other than the nomination of persons for election as Directors, may be proposed to be brought before any annual general
meeting of the Company, or any special general meeting of the Company by any person who: (i) is a Member on the date of the giving of the
notice provided for in this Bye-law and on the record date for the determination of Members entitled to receive notice of and vote at such
meeting; and (ii) complies with the notice procedures set forth in this Bye-law.
(3)
In addition to any other applicable requirements, for business to be proposed by a Member pursuant to paragraph
(2) of this Bye-law, notice must be given in writing and in proper form to the Secretary of the Company at the Company’s registered office not
later than 120 days before the first anniversary of the date on which the Company’s proxy statement was distributed to Members in connection
with the prior year’s annual general meeting. If no annual general meeting was held in the prior year or if the date of the annual general
meeting has been changed by more than 30 days from the date contemplated in the prior year’s proxy statement, the notice must be given prior
to the later of (i) 150 days prior to the contemplated date of the annual general meeting and (ii) the date which is ten days after the date of the
first public announcement or other notification of the actual date of the annual general meeting. In the case of a special general meeting, such
notice must be given prior to the later of (i) 120 days before the date of the special general meeting and (ii) the date which is ten days after the
date of the first public announcement or other notification of the date of the special general meeting
(4)
To be in proper written form, a notice given to the Secretary pursuant to paragraph (3) of this Bye-law must set
forth as to each matter such Member proposes to bring before the general meeting: (i) a brief description of the business desired to be brought
before the general meeting and the reasons for conducting such business at the general meeting, (ii) the name and registered address of such
Member, (iii) the class or series and number of shares of the Company which are registered in the name of such Member, (iv) a description of
all arrangements or understandings between such Member and any other person or persons (including their names) in connection with the
proposal of such business by such Member and any material interest of such Member in such business, (v) a representation that such Member
intends to appear in person or by proxy at the General Meeting to bring such business before the general meeting, and (vi) a statement in
support of the matter.
35.
Nomination of Directors
(1)
Only persons who are nominated in accordance with this Bye-law shall be eligible for election as Directors at any
general meeting called for the purpose. The Board may nominate persons for election as Directors. Any Member who is a Member both on the
record date for the determination of persons entitled to attend and vote at such general meeting and on the date of the giving of the notice
provided for in this Bye-law may nominate persons for election as Directors. Where a Member wishes to nominate any person for election as a
Director, notice as required by Bye-laws 35(2) and (3) must be given to the Company.
(2)
Any notice of a nomination of a person by a Member for election as a Director at an annual general meeting must
be given in writing to the Secretary of the Company at the Company’s registered office not later than 120 days before the first anniversary of
the date on which the Company’s proxy statement was distributed to Members in connection with the prior year’s annual general meeting. If
no annual general meeting was held in the prior year or if the date of the annual general meeting has been changed by more than thirty days
from the date contemplated in the prior year’s proxy statement, the notice must be given prior to the later of 150 days prior to the contemplated
date of the annual general meeting and the date which is ten days after the date of the first public announcement or other notification of the
actual date of the annual general meeting. In the case of any notice of a nomination of a person by a Member for election as a Director at a
special general meeting, such notice must be given prior to the later of 120 days before the date of the special general meeting and the date
which is ten days after the date of the first public announcement or other notification of the date of the special general meeting.
(3)
Such notice must include, as to each person whom the Member nominates for election or re-election as director, all
information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is
otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
(including such person’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected, and
evidence satisfactory to the Company that such nominee has no interests that would limit such nominee’s ability to fulfil their duties of office).
The Company may require any nominee to furnish such other information as reasonably may be required by the Company to determine the
eligibility of such nominee to serve as a Director of the Company.
36.
Short notice
A general meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in these Bye-laws,
be deemed to have been properly called if it is so agreed by (i) all the Members entitled to attend and vote thereat in the case of an annual
general meeting; and (ii) by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together
holding not less than 95% in nominal value of the shares giving a right to attend and vote thereat in the case of a special general meeting.
37.
Postponement and Cancellation of meetings
The Secretary may postpone or cancel any general meeting called in accordance with the provisions of these Bye-laws (other than
a meeting requisitioned under these Bye-laws) provided that notice of postponement or cancellation is given to each Member before the time
for such meeting. Fresh notice of the date, time and place for the postponed meeting shall be given to each Member in accordance with the
provisions of these Bye-laws.
38.
Quorum for general meeting
At any general meeting of the Company two or more persons present in person at the start of the meeting and representing in
person or by proxy in excess of one-half of such of the paid-up share capital of the Company as at the date of the general meeting carries the
right to vote at general meetings of the Company shall form a quorum for the transaction of business, PROVIDED that if the Company shall at
any time have only one Member, one Member present in person or by proxy shall form a quorum for the transaction of business at any general
meeting of the Company held during such time. If within half an hour from the time appointed for the meeting a quorum is not present, the
meeting shall stand adjourned to the same day one week later, at the same time and place or to such other day, time or place as the Secretary
may determine.
39.
Adjournment of meetings
(1)
The chairman of a general meeting may, with the consent of the Members at any general meeting at which a
quorum is present (and shall if so directed), adjourn the meeting.
(2)
Unless the meeting is adjourned to a specific date, time and place, fresh notice of the date, time and place for the
resumption of the adjourned meeting shall be given to each Member in accordance with the provisions of these Bye-laws. No business shall be
transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment
took place.
40.
Written resolutions
(1)
Subject to subparagraph (6) of this Bye-law, anything which may be done by resolution of the Company in general
meeting or by resolution of a meeting of any class of the Members of the Company, may, without a meeting and without any previous notice
being required, be done by resolution in writing signed by, or, in the case of a Member that is a corporation whether or not a company within
the meaning of the Act, on behalf of, all the Members who at the date of the resolution would be entitled to attend the meeting and vote on the
resolution.
(2)
A resolution in writing may be signed by, or, in the case of a Member that is a corporation whether or not a
company within the meaning of the Act, on behalf of, all the Members, or any class thereof, in as many counterparts as may be necessary.
(3)
For the purposes of this Bye-law, the date of the resolution is the date when the resolution is signed by, or, in the
case of a Member that is a corporation whether or not a company within the meaning of the Act, on behalf of, the last Member to sign and any
reference in any Bye-law to the date of passing of a resolution is, in relation to a resolution made in accordance with this Bye-law, a reference
to such date.
(4)
A resolution in writing made in accordance with this Bye-law is as valid as if it had been passed by the Company
in general meeting or by a meeting of the relevant class of Members, as the case may be, and any reference in any Bye-law to a meeting at
which a resolution is passed or to Members voting in favour of a resolution shall be construed accordingly.
(5)
81 and 82 of the Act.
A resolution in writing made in accordance with this Bye-law shall constitute minutes for the purposes of sections
(6)
This Bye-law shall not apply to:(a)
(b)
41.
a resolution passed pursuant to section 89(5) of the Act; or
a resolution passed for the purpose of removing a Director before the expiration of his term of office
under these Bye-laws.
Attendance of Directors
The Directors of the Company shall be entitled to receive notice of and to attend and be heard at any general meeting.
42.
Voting at meetings
(1)
Subject to the provisions of the Act and these Bye-laws, any question proposed for the consideration of the
Members at any general meeting shall be decided by the affirmative votes of a majority of the votes cast in accordance with the provisions of
these Bye-laws and in the case of an equality of votes the resolution shall fail.
(2)
Where the number of persons validly nominated for re-election or election as Directors at any general meeting
called for the purpose is greater than the number of Directors to be elected, the persons receiving the most affirmative votes (up to the number
of Directors to be elected) shall be elected as Directors, and an absolute majority of the votes cast shall not be a prerequisite to the election of
such Directors.
(3)
held by such Member.
43.
No Member shall be entitled to vote at any general meeting unless such Member has paid all the calls on all shares
Voting by poll
(1)
At any general meeting of the Company, all resolutions and all questions proposed for the consideration of the
Members shall be decided on a poll.
(2)
Where a poll is taken, subject to any rights or restrictions for the time being lawfully attached to any class of
shares, every person present at such meeting shall have one vote for each share entitled to be voted on such matter of which such person is the
holder or for which such person holds a proxy and such vote shall be counted in the manner set out in Bye-Law 45 and the result of such poll
shall be deemed to be the resolution of the meeting at which the poll was demanded. A person entitled to more than one vote need not use all
his votes or cast all the votes he uses in the same way.
44.
Manner of taking a poll
A poll taken in accordance with the provisions of Bye-law 43, for the purpose of electing a chairman of the meeting or on a
question of adjournment, shall be taken forthwith and a poll demanded on any other question shall be taken at such meeting in such manner and
at such time and place as the chairman of the meeting (or acting chairman) may direct and any business
other than that upon which a poll is to be taken may be proceeded with pending the taking of the poll.
45.
Ballot procedures
Where a vote is taken by poll, each person present and entitled to vote shall be furnished with a ballot paper on which such person
shall record his or her vote in such manner as shall be determined at the meeting having regard to the nature of the question on which the vote
is taken, and each ballot paper shall be signed or initialled or otherwise marked so as to identify the voter and the registered holder in the case
of a proxy. At the conclusion of the poll, the ballot papers shall be examined and counted as the chairman of the meeting may direct and in
default of any direction by a committee of not less than two Members or proxy holders appointed by the chairman of the meeting for the
purpose and the result of the poll shall be declared by the chairman of the meeting.
46.
Seniority of joint holders voting
In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the
exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the
Register of Members.
47.
Instrument of proxy
(1)
A Member may appoint a proxy by (a) instrument in writing in the form, or as near thereto as circumstances admit, of
Form “A” in the Schedule hereto or in such other form as the Board may determine from time to time, under the hand of
the appointor or of the appointor’s attorney duly authorised in writing, or if the appointer is a corporation, either under its
seal, or under the hand of a duly authorised officer or attorney, or (b) such telephonic, electronic or other means as may be
approved by the Board from time to time.
(2)
The appointment of a proxy must be received by the Company at the registered office or at such other place or in such
manner as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in
relation to the meeting at which the person named in the appointment proposes to vote, and an appointment of proxy which
is not received in the manner so permitted shall be invalid.
(3)
Delivery of an instrument of proxy shall not preclude a Member from attending and voting in person at the meeting
and, in such event, the proxy shall be deemed to be revoked.
(4)
A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his
behalf.
(5)
The decision of the chairman of any general meeting as to the validity of any appointment of a proxy shall be final.
48.
Representation of corporations at meetings
A corporation which is a Member may, by written instrument, authorise such person as it thinks fit to act as its representative at
any meeting of the Members and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which such
person represents as that corporation could exercise if it were an individual Member, and that Member shall be deemed to be present in person
at any such meeting attended by its authorized representative. Notwithstanding the foregoing, the chairman of the meeting may accept such
assurances as he or she thinks fit as to the right of any person to attend and vote at general meetings on behalf of a corporation which is a
Member.
49.
Security at General Meetings
The Board and, at any general meeting, the chairman of such meeting may make any arrangement and impose any requirement or
restriction it or he considers appropriate to ensure the security of a general meeting including, without limitation, requirements for evidence of
identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken
into the meeting place. The Board and, at any general meeting, the chairman of such meeting are entitled to refuse entry to a person who
refuses to comply with these arrangements, requirements or restrictions.
SHARE CAPITAL AND SHARES
50.
Rights of shares
(1)
At the date these Bye-laws are adopted, the share capital of the Company shall be divided into two classes:
240,000,000 common shares having a par value of US$0.01 each (the ACommon Shares@), and 10,000,000 preference shares having a par
value of US$0.01 each (the APreference Shares@).
(2)
The holders of Common Shares shall, subject to the provisions of these Bye-laws (including, without limitation,
the rights attaching to the Preference Shares):
(a)
be entitled to one vote per share;
(b)
be entitled to such dividends as the Board may from time to time declare;
(c)
(d)
in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the
purpose of a reorganisation or otherwise or upon any distribution of capital, be entitled to the surplus assets of
the Company; and
generally be entitled to enjoy all of the rights attaching to shares.
(3)
All the rights attaching to a Treasury Share shall be suspended and shall not be exercised by the Company while it
holds such Treasury Share and, except where required by the Act, all Treasury Shares shall be excluded from the calculation of any percentage
or fraction of the share capital, or shares, of the Company.
(4)
Subject to these Bye-laws and the requirements of any exchange on which the shares of the Company are listed,
and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the Board shall have
the full power to issue any unissued shares of the Company on such terms and conditions as it may, in its absolute discretion, determine.
(5)
The Board is authorized to provide for the issuance of the Preference Shares in one or more series, and to establish
from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the
shares of each such series and the qualifications, limitations or restrictions thereof (and, for the avoidance of doubt, such matters and the
issuance of such Preference Shares shall not be deemed to vary the rights attached to the Common Shares). The authority of the Board with
respect to each series shall include, but not be limited to, determination of the following:
(a)
the number of shares constituting that series and the distinctive designation of that series;
(b)
the dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from
which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;
(c)
whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the
terms of such voting rights, provided that no share shall carry the right to more than one vote;
(d)
whether that series shall have conversion or exchange privileges (including, without limitation,
conversion into Common Shares), and, if so, the terms and conditions of such conversion or exchange,
including provision for adjustment of the conversion or exchange rate in such events as the Board shall
determine;
(e)
whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such
redemption, including the manner of selecting shares for redemption if less than all shares are to be redeemed,
the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of
redemption, which amount may vary under different conditions and at different redemption dates;
(f)
whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and,
if so, the terms and amount of such sinking fund;
51.
(g)
the right of the shares of that series to the benefit of conditions and restrictions upon the creation of
indebtedness of the Company or any subsidiary, upon the issue of any additional shares (including additional
shares of such series or any other series) and upon the payment of dividends or the making of other distributions
on, and the purchase, redemption or other acquisition by the Company or any subsidiary of any outstanding
shares of the Company;
(h)
the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or
winding up of the Company, and the relative rights of priority, if any, of payment on shares of that series; and
(i)
any other relative participating, optional or other special rights, qualifications, limitations or restrictions
of that series.
Power to issue shares
(1)
Any Preference Shares of any series which have been redeemed (whether through the operation of a sinking fund
or otherwise) or which, if convertible or exchangeable, have been converted into or exchanged for shares of any other class or classes shall
have the status of authorized and unissued Preference Shares of the same series and may be reissued as a part of the series of which they were
originally a part or may be reclassified and reissued as part of a new series of Preference Shares to be created by resolution or resolutions of the
Board or as part of any other series of Preference Shares, all subject to the conditions and the restrictions on issuance set forth in the resolution
or resolutions adopted by the Board providing for the issue of any series of Preference Shares.
(2)
At the discretion of the Board, whether or not in connection with the issuance and sale of any of its shares or other
securities, the Company may issue securities, contracts, warrants or other instruments evidencing any shares, option rights, securities having
conversion or option rights, or obligations on such terms, conditions and other provisions as are fixed by the Board.
(3)
The Board shall, in connection with the issue of any share, have the power to pay such commission and brokerage
as may be permitted by law.
(4)
The Company shall not give, whether directly or indirectly, whether by means of loan, guarantee, provision of
security or otherwise, any financial assistance for the purpose of a purchase or subscription made or to be made by any person of or for any
shares in the Company, except as permitted by the Act.
(5)
The Company may from time to time do any one or more of the following things:
52.
(a)
accept from any Member the whole or a part of the amount remaining unpaid on any shares held by such
Member, although no part of that amount has been called up;
(b)
pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on
some shares than on others; and
(c)
issue its shares in fractional denominations and deal with such fractions to the same extent as its whole
shares and shares in fractional denominations shall have in proportion to the respective fractions represented
thereby all of the rights of whole shares including (but without limiting the generality of the foregoing) the right
to vote, to receive dividends and distributions and to participate in a winding up.
Variation of rights, alteration of share capital and purchase of shares of the Company
(1)
Subject to the provisions of sections 42 and 43 of the Act any preference shares may be issued or converted into
shares that, at a determinable date or at the option of the Company, are liable to be redeemed on such terms and in such manner as the
Company before the issue or conversion may by resolution of the Board determine.
(2)
If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless
otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound-up, be varied with the
consent in writing of the holders of three-fourths of the issued shares of that class or with the sanction of a resolution passed by a majority of
the votes cast at a separate general meeting of the holders of the shares of the class in accordance with section 47(7) of the Act. The rights
conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the
terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.
(3)
The Company may from time to time if authorized by resolution of the Members change the currency
denomination of, increase, alter or reduce its share capital in accordance with the provisions of sections 45 and 46 of the Act. Where, on any
alteration of share capital, fractions of shares or some other difficulty would arise, the Board may deal with or resolve the same in such manner
as it thinks fit including, without limiting the generality of the foregoing, the issue to Members, as appropriate, of fractions of shares and/or
arranging for the sale or transfer of the fractions of shares of Members.
(4)
The Company may from time to time purchase its own shares for cancellation or acquire them as Treasury Shares
in accordance with the Act on such terms as the Board shall think fit.
53.
Registered holder of shares
(1)
The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and
accordingly shall not be bound to recognise any equitable or other claim to, or interest in, such share on the part of any other person.
(2)
Any dividend or other moneys payable in cash in respect of shares may be paid by cheque or warrant sent through
the post directed to the Member at such Member’s address in the Register of Members or, in the case of joint holders, to such address of the
holder first named in the Register of Members, or to such person and to such address as the holder or joint holders may in writing direct, or by
direct bank transfer to such bank account as such holder or joint holders or person entitled thereto may direct. Every such cheque or warrant
shall be made payable to the order of the person to whom it is sent or to such persons as the holder or joint holders may direct and payment of
the cheque or warrant shall be a good discharge to the Company. Every such cheque or warrant shall be sent at the risk of the person entitled
to the money represented thereby.
(3)
Any dividend or other monies payable in respect of a share which has remained unclaimed for 12 years from the
date when it became due for payment shall, if the Board so resolves, be forfeited and cease to remain owing by the Company. The payment of
any unclaimed dividend or other monies payable in respect of a share may (but need not) be paid by the Company into an account separate
from the Company’s own account. Such payment shall not constitute the Company a trustee in respect of it.
(4)
The Company shall be entitled to cease sending dividend warrants and cheques by post or otherwise to a Member
if those instruments have been returned undelivered to, or left uncashed by, that Member on at least two consecutive occasions, or, following
one such occasion, reasonable enquiries have failed to establish the Member’s new address. The entitlement conferred on the Company by this
Bye-law in respect of any Member shall cease if the Member claims a dividend or cashes a dividend cheque or warrant.
54.
Death of a joint holder
Where two or more persons are registered as joint holders of a share or shares then in the event of the death of any joint holder or
holders the remaining joint holder or holders shall be absolutely entitled to the said share or shares and the Company shall recognise no claim
in respect of the estate of any joint holder except in the case of the last survivor of such joint holders.
55.
Share certificates
(1)
Every Member shall be entitled to a certificate under the seal of the Company (or a facsimile thereof) specifying
the number and, where appropriate, the class of shares held by such Member and whether the same are fully paid up and, if not, how much has
been paid thereon. The Board may by resolution determine, either generally or in a particular case, that any or all signatures on certificates
may be printed thereon or affixed by mechanical means.
(2)
The Company shall be under no obligation to complete and deliver a share certificate unless specifically called
upon to do so by the person to whom such shares have been allotted.
(3)
If any such certificate shall be proved to the satisfaction of the Board to have been worn out, lost, mislaid, stolen or
destroyed the Board may cause a new certificate to be issued and request a bond or an indemnity for the lost, mislaid, stolen or destroyed
certificate if it sees fit. If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such
terms (if any) as to evidence and indemnity and payment of any exceptional out-of-pocket expenses reasonably incurred by the Company in
investigating evidence and preparing the requisite form of indemnity as the Board may determine but otherwise free of charge, and (in the case
of defacement or wearing out) on delivery up of the old certificate.
56.
Calls on shares
(1)
The Board may from time to time make such calls as it thinks fit upon the Members in respect of any monies
(whether on account of the nominal value of the shares or by way of premium) unpaid on the shares allotted to or held by such Members (and
not made payable at fixed times by the conditions of allotment thereof) and, if a call is not paid on or before the day appointed for payment
thereof, the Member may at the discretion of the Board be liable to pay the Company interest on the amount of such call at such rate as the
Board may determine, from the date when such call was payable up to the actual date of payment. The joint holders of a share shall be jointly
and severally liable to pay all calls in respect thereof.
(2)
A person on whom a call is made shall remain liable for calls made on him even if the shares in respect of which
the call was made are subsequently transferred.
(3)
Any sum which by the terms of issue of a share becomes payable upon allotment or at any fixed date, whether on
account of the nominal value of the share or by way of premium, shall for all the purposes of these Bye-laws be deemed to be a call duly made
and payable on the date on which, by the terms of issue, the same becomes payable, and in case of non-payment all the relevant provisions of
these Bye-laws as to payment of interest, costs, charges and expenses, forfeiture or otherwise shall apply as if such sum had become payable by
virtue of a call duly made and notified.
(4)
The Directors, may, if they think fit, receive from any Member willing to advance the same all or any part of the
money unpaid upon the shares held by such Member beyond the sums actually called up thereon as a payment in advance of calls, and such
payment in advance of calls shall extinguish so far as the same shall extend, the liability upon the shares in respect of which it is advanced, and
upon the money so received or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of
which it has been received the Company may pay interest at such rate as the Member paying such sum and the Directors by resolution
shall agree provided that the Member shall not thereby be entitled to participate in respect thereof in a dividend subsequently declared. The
Directors may also at any time repay the amount so advanced upon giving to such Member one month’s notice in writing.
57.
Forfeiture of shares
(1)
If any Member fails to pay, on the day appointed for payment thereof, any call in respect of any share allotted to or
held by such Member, the Board may, at any time thereafter during such time as the call remains unpaid, direct the Secretary to forward to such
Member a notice in the form, or as near thereto as circumstances admit, of Form “B” in the Schedule hereto.
(2)
If the requirements of such notice are not complied with, any such share may at any time thereafter before the
payment of such call and the interest due in respect thereof be forfeited by a resolution of the Board to that effect, and such share shall
thereupon become the property of the Company and may be disposed of as the Board shall determine.
(3)
A Member whose share or shares have been forfeited as aforesaid shall, notwithstanding such forfeiture, be liable
to pay to the Company all calls owing on such share or shares at the time of the forfeiture and all interest due thereon.
REGISTER OF MEMBERS
58.
Contents of Register of Members
The Board shall cause to be kept in one or more books a Register of Members and shall enter therein the particulars required by
the Act.
59.
Branch Register of Members
Subject to the Act, the Company may keep an overseas branch register of Members, and the Board may make and vary such
regulations as it determines in respect of the keeping of any such register and maintaining a Registration Office in connection therewith.
60.
Inspection of Register of Members
The Register of Members shall be open to inspection on every business day, subject to such reasonable restrictions as the Board
may impose, so that not less than two hours in each business day be allowed for inspection. The Register of Members may, after notice has
been given by advertisement in an appointed newspaper (or national newspaper in the jurisdiction of a branch register) to that effect, be closed
for any time or times not exceeding in the whole thirty days in each year.
61.
Determination of record dates
Notwithstanding any other provision of these Bye-laws, the Board may fix any date as the record date for:(a)
determining the Members entitled to receive any dividend or other distribution; and
(b)
determining the Members entitled to receive notice of and to vote at any general meeting of the Company.
TRANSFER OF SHARES
62.
Instrument of transfer
(1)
An instrument of transfer shall be in the form or as near thereto as circumstances admit of Form “C” in the
Schedule hereto or in such other common form as the Board may accept. Such instrument of transfer shall be signed by or on behalf of the
transferor and transferee provided that, in the case of a fully paid share, the Board may accept the instrument signed by or on behalf of the
transferor alone. The Board may also accept mechanically executed transfers. The transferor shall be deemed to remain the holder of such
share until the same has been transferred to the transferee in the Register of Members.
(2)
The Board may refuse to recognise any instrument of transfer unless it is accompanied by the certificate in respect
of the shares to which it relates and by such other evidence as the Board may reasonably require to show the right of the transferor to make the
transfer.
63.
Restriction on transfer
(1)
The Board may in its absolute discretion and without assigning any reason therefor refuse to register the transfer of
a share which is not fully paid.
(2)
If the Board refuses to register a transfer of any share the Secretary shall, within two weeks after the date on which
the transfer was refused, send to the transferor and transferee notice of the refusal.
64.
Transfers by joint holders
The joint holders of any share or shares may transfer such share or shares to one or more of such joint holders, and the surviving
holder or holders of any share or shares previously held by them jointly with a deceased Member may transfer any such share to the executors
or administrators of such deceased Member.
TRANSMISSION OF SHARES
65.
Representative of deceased Member
In the case of the death of a Member, the survivor or survivors where the deceased Member was a joint holder, and the legal
personal representatives of the deceased Member where the deceased Member was a sole holder, shall be the only persons recognised by the
Company as having any title to the deceased Member’s interest in the shares. Nothing herein
contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by such
deceased Member with other persons. Subject to the provisions of section 52 of the Act, for the purpose of this Bye-law, legal personal
representative means the executor or administrator of a deceased Member or such other person as the Board may in its absolute discretion
decide as being properly authorised to deal with the shares of a deceased Member.
66.
Registration on death or bankruptcy
Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may be registered as a
Member upon such evidence as the Board may deem sufficient or may elect to nominate some person to be registered as a transferee of such
share, and in such case the person becoming entitled shall execute in favour of such nominee an instrument of transfer in the form, or as near
thereto as circumstances admit, of Form “D” in the Schedule hereto. On the presentation thereof to the Board, accompanied by such evidence
as the Board may require to prove the title of the transferor, the transferee shall be registered as a Member but the Board shall, in either case,
have the same right to decline or suspend registration as it would have had in the case of a transfer of the share by that Member before such
Member’s death or bankruptcy, as the case may be.
DIVIDENDS AND OTHER DISTRIBUTIONS
67.
Declaration of dividends by the Board
The Board may, subject to these Bye-laws and in accordance with section 54 of the Act, declare a dividend to be paid to the
Members, in proportion to the number of shares held by them, and such dividend may be paid wholly or partly in cash or wholly or partly in
specie in which case the Board may fix the value for distribution in specie of any property.
68.
Other distributions
The Board may declare and make such other distributions (in cash or in specie) to the Members as may be lawfully made out of
the assets of the Company.
69.
Reserve fund
The Board may from time to time before declaring a dividend set aside, out of the surplus or profits of the Company, such sum as
it thinks proper as a reserve to be used to meet contingencies or for equalising dividends or for any other special purpose.
70.
Deduction of Amounts due to the Company
The Board may deduct from the dividends or distributions payable to any Member all monies due from such Member to the
Company on account of calls or otherwise.
CAPITALISATION
71.
Issue of bonus shares
(1)
The Board may, subject to these Bye-laws, resolve to capitalise any part of the amount for the time being standing
to the credit of any of the Company’s share premium or other
reserve accounts or to the credit of the profit and loss account or otherwise available for distribution by applying such sum in paying up
unissued shares to be allotted as fully paid bonus shares pro rata (except in connection with the conversion of shares of one class to shares of
another class) to the Members.
(2)
The Company may capitalise any sum standing to the credit of a reserve account or sums otherwise available for
dividend or distribution by applying such amounts in paying up in full partly paid shares of those Members who would have been entitled to
such sums if they were distributed by way of dividend or distribution.
ACCOUNTS AND FINANCIAL STATEMENTS
72.
Records of account
The Board shall cause to be kept proper records of account with respect to all transactions of the Company and in particular with
respect to:(a)
all sums of money received and expended by the Company and the matters in respect of which the receipt and
expenditure relates;
(b)
all sales and purchases of goods by the Company; and
(c)
the assets and liabilities of the Company.
Such records of account shall be kept at the registered office of the Company or, subject to section 83 (2) of the Act, at such other place as the
Board thinks fit and shall be available for inspection by the Directors during normal business hours.
73.
Financial year end
The financial year end of the Company may be determined by resolution of the Board and failing such resolution shall be 31st
December in each year.
74.
Financial statements
Financial statements as required by the Act shall be made available to every Member as required by the Act and shall be laid
before the Members in general meeting.
AUDIT
75.
Appointment of Auditor
Subject to section 88 of the Act, at the annual general meeting or at a subsequent special general meeting in each year, an
independent representative of the Members shall be appointed by them as Auditor of the accounts of the Company. No Member, Director,
Officer or employee of the Company shall, during his or its continuance in that capacity, be eligible to act as an Auditor of the Company.
76.
Remuneration of Auditor
The remuneration of the Auditor shall be fixed by the Board or in such manner as the Members may determine.
77.
Vacation of office of Auditor
If the office of Auditor becomes vacant by the resignation or death of the Auditor, or by the Auditor becoming incapable of acting
by reason of illness or other disability at a time when the Auditor’s services are required, the Board shall, as soon as practicable, convene a
special general meeting to fill the vacancy thereby created.
78.
Access to books of the Company
The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating
thereto, and the Auditor may call on the Directors or Officers of the Company for any information in their possession relating to the books or
affairs of the Company.
79.
Report of the Auditor
(1)
Subject to any rights to waive laying of accounts or appointment of an Auditor pursuant to section 88 of the Act,
the accounts of the Company shall be audited at least once in every year.
(2)
The financial statements provided for by these Bye-laws shall be audited by the Auditor in accordance with
generally accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing
standards and the report of the Auditor shall be submitted to the Members in general meeting.
(3)
The generally accepted auditing standards referred to in subparagraph (2) of this Bye-law may be those of a
country or jurisdiction other than Bermuda. If so, the financial statements and the report of the Auditor must disclose this fact and identify the
standards used.
NOTICES
80.
Notices to Members of the Company
A notice may be given by the Company to any Member either by delivering it to such Member in person or by sending it to such
Member’s address in the Register of Members or to such other address given for the purpose. For the purposes of this Bye-law, a notice may
be sent by post, courier service, cable, telex, telecopier, facsimile, electronic mail or other mode of representing words in a legible and
non-transitory form. The Company shall be under no obligation to send a notice or other document to the address shown for any particular
Member in the Register of Members if the Directors consider that the legal or practical problems under the laws of, or the requirements of any
regulatory body or stock exchange in, the territory in which that address is situated are such that it is necessary or expedient not to send the
notice or document concerned to such Member at such address and may require a Member with such an address to provide the Company with
an alternative acceptable address for delivery of notices by the Company.
81.
Notices to joint Members
Any notice required to be given to a Member shall, with respect to any shares held jointly by two or more persons, be given to
whichever of such persons is named first in the
Register of Members and notice so given shall be sufficient notice to all the holders of such shares.
82.
Service and delivery of notice
(1)
Subject to subparagraph (2) of this Bye-law, any notice shall be deemed to have been served at the time when the
same would be delivered in the ordinary course of transmission and, in proving such service, it shall be sufficient to prove that the notice was
properly addressed and prepaid, if posted, and the time when it was posted, delivered to the courier or to the cable company or transmitted by
telex, facsimile, electronic mail or other method as the case may be.
(2)
Postal notice shall be deemed to have been served five days after the date on which it is deposited, with postage
prepaid, in the United States or Bermuda post or in the post of the jurisdiction in which the Company has its principal place of business for the
time being.
(3)
Every person who by operation of law, transfer or other means shall become entitled to any share shall be bound
by every notice in respect of such share which, prior to his name and address being entered in the Register of Members, shall have been duly
given to the person entered in the Register of Members as the holder of such share.
SEAL OF THE COMPANY
83.
The seal
The seal of the Company shall be in such form as the Board may from time to time determine. The Board may adopt one or more
duplicate seals for use outside Bermuda.
84.
Manner in which seal is to be affixed
The seal of the Company shall not be affixed to any instrument except attested by the signature of a Director and the Secretary or
any two Directors, or any person appointed by the Board for the purpose, provided that any Director, Officer or Resident Representative,
may affix the seal of the Company attested by such Director, Officer or Resident Representative’s signature to any authenticated copies of these
Bye-laws, the incorporating documents of the Company, the minutes of any meetings or any other documents required to be authenticated by
such Director, Officer or Resident Representative.
WINDING-UP
85.
Winding-up/distribution by liquidator
If the Company shall be wound up the liquidator may, with the sanction of a resolution of the Members, divide amongst the
Members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or
not) and may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid and may determine how such
division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the
whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator
shall think fit, but so that no Member shall be compelled to accept any shares or other securities or assets whereon there is any liability.
BUSINESS COMBINATIONS
86.
Business Combinations
(1)
Subject to paragraph (2), the Company shall not engage in any Business Combination unless such Business
Combination has been approved by a resolution of the Members including the affirmative votes of not less than 66% of all votes attaching to all
shares then in issue entitling the holder to attend and vote on the resolution in question.
(2)
Paragraph (1) shall not apply in respect of any Business Combination approved by the Board, and in respect of any
Business Combination approved by the Board which the Act requires to be approved by the Members, the necessary general meeting quorum
and Members’ approval shall be as set out in Bye-laws 38 and 42 respectively.
In this Bye-law, “Business Combination” means:
(3)
(a)
any amalgamation, merger, consolidation or similar transaction involving the Company;
(b)
any sale or other disposition of all or substantially all of the assets of the Company or of all or
substantially all of the assets of any company or other entity in the group.
ALTERATION OF BYE-LAWS
87.
Alteration of Bye-laws
(1)
Subject to paragraphs (2), (3) and 4, no Bye-law shall be rescinded, altered or amended and no new Bye-law shall
be made until the same has been approved by a resolution of the Board and by a resolution of the Members.
(2)
Bye-laws 11, 86 and 87 shall not be rescinded, altered or amended, and no new Bye law shall be made which
would have the effect of rescinding, altering or amending the provisions of such Bye-Laws, until the same has been approved by a resolution of
the Board including the affirmative vote of not less than 66 percent of the Directors then in office and by a resolution of the Members including
the affirmative votes of not less than 66% of all votes attaching to all shares then in issue entitling the holder to attend and vote on the
resolution in question.
(3)
Bye-law 14 shall not be rescinded, altered or amended and no new Bye-law shall be made which would have the
effect of rescinding, altering or amending the provisions of such Bye-laws, until the same has been approved by a resolution of the Board
including the affirmative vote of not less than a simple majority of the Directors then in office and by a resolution of the Members including the
affirmative votes of not less than 66% of all votes attaching to all shares then in issue entitling the holder to attend and vote on the resolution in
question.
(4)
Bye-laws 50(3), 50(4) and 51(2) shall not be rescinded, altered or amended and no new Bye-law shall be made
which would have the effect of rescinding, altering or amending the provisions of such Bye-laws, until the same has been approved by a
resolution of the Board including the affirmative vote of not less than a simple majority of the Directors then in office and by a resolution of the
Members including the affirmative votes of not less than 66% of votes cast on the resolution.
******
***
*
SCHEDULE - FORM A (Bye-law 47)
BUNGE LIMITED
PROXY
I/We
of
the holder(s) of
share(s) in the above-named company (the “Company”) hereby
appoint
or failing him/her
or failing him/her
my/our proxy to vote on my/our behalf at the general meeting of the Company to be held on the
of
,
, and at any adjournment thereof.
Dated this
day of
*GIVEN under the seal of the above-named
*Signed by the above-named
Witness
*Delete as applicable.
,
as
day
SCHEDULE - FORM B (Bye-law 57)
NOTICE OF LIABILITY TO FORFEITURE FOR NON PAYMENT OF CALL
You have failed to pay the call of [amount of call] made on the
day of
,
last, in respect of
the [number] share(s) [numbers in figures] standing in your name in the Register of Members of Bunge Limited (the “Company”),
on the
day of
,
last, the day appointed for payment of such call. You are hereby notified that
unless you pay such call together with interest thereon at the rate of
per annum computed from the
said
day of
,
last, on or before the
day of
,
next at the place of
business of the Company the share(s) will be liable to be forfeited.
Dated this
day of
[Signature of Secretary]
By order of the Board
,
SCHEDULE - FORM C (Bye-law 62)
TRANSFER OF A SHARE OR SHARES
FOR VALUE RECEIVED
[amount]
[transferor]
hereby sell assign and transfer unto
[transferee]
of
[address]
[number of shares]
shares of Bunge Limited
Dated
(Transferor)
In the presence of:
(Witness)
(Transferee)
In the presence of:
(Witness)
SCHEDULE - FORM D (Bye-law 66)
TRANSFER BY A PERSON BECOMING ENTITLED ON DEATH/BANKRUPTCY
OF A MEMBER
I/We having become entitled in consequence of the [death/bankruptcy] of [name of the deceased Member] to [number]
share(s) standing in the register of members of Bunge Limited in the name of the said [name of deceased Member] instead of
being registered myself/ourselves elect to have [name of transferee] (the “Transferee”) registered as a transferee of such
share(s) and I/we do hereby accordingly transfer the said share(s) to the Transferee to hold the same unto the Transferee his or her
executors administrators and assigns subject to the conditions on which the same were held at the time of the execution thereof;
and the Transferee does hereby agree to take the said share(s) subject to the same conditions.
WITNESS our hands this
day of
,
Signed by the above-named
[person or persons entitled]
in the presence of:
)
)
)
Signed by the above-named
[transferee]
in the presence of:
)
)
)
Exhibit 10.15
Dated
2016
(1)
BUNGE SECURITIZATION B.V. , as Seller
(2)
KONINKLIJKE BUNGE B.V. , as Master Servicer
(3)
The Conduit Purchasers party hereto
(4)
The Committed Purchasers party hereto
(5)
The Purchaser Agents party hereto
(6)
COÖPERATIEVE RABOBANK U.A. , as Administrative Agent and Purchaser Agent
(7)
BUNGE LIMITED , as Performance Undertaking Provider
TENTH AMENDMENT TO THE RECEIVABLES
TRANSFER AGREEMENT
CONTENTS
Clause
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Page
Definitions and interpretation
Amendment of the Receivables Transfer Agreement
Representations
Continuance
Further Assurance
Conditions Precedent
Notices, etc.
Execution in counterparts
Governing law; submission to jurisdiction
No proceeding; limited recourse
1
2
2
2
2
3
3
3
3
4
i
THIS TENTH AMENDMENT TO THE RECEIVABLES TRANSFER AGREEMENT (this “Amendment” ) is dated
2016 and made between:
,
(1)
BUNGE SECURITIZATION B.V. , a private limited liability company organized under the laws of the Netherlands, as Seller
(the “ Seller ”);
(2)
KONINKLIJKE BUNGE B.V. , a private limited liability company organized under the laws of the Netherlands, as Master
Servicer (the “ Master Servicer ”);
(3)
the Conduit Purchasers party hereto (the “ Conduit Purchasers ”);
(4)
the Committed Purchasers party hereto (the “ Committed Purchasers ”);
(5)
the Purchaser Agents party hereto (the “ Purchaser Agents ”);
(6)
COÖPERATIEVE RABOBANK U.A. , as Administrative Agent (the “ Administrative Agent ”); and
(7)
BUNGE LIMITED , a company formed under the laws of Bermuda, as Performance Undertaking Provider (the “ Performance
Undertaking Provider ”),
the Seller, the Master Servicer, the Conduit Purchasers, the Committed Purchasers, the Purchaser Agents, the Administrative Agent
and the Performance Undertaking Provider are hereinafter collectively referred to as the “ Parties ” and each of them a “ Party ”.
BACKGROUND:
(A)
This Amendment is supplemental to and amends the receivables transfer agreement dated June 1, 2011 (as amended and restated
on May 26, 2016 and as further amended on June 30, 2016) made among the Parties to this Amendment (the “Receivables Transfer
Agreement” ).
(B)
The Parties have agreed to further amend the Receivables Transfer Agreement on the terms set out below.
(C)
This Amendment is a Transaction Document as defined in the Receivables Transfer Agreement.
IT IS AGREED that:
1.
DEFINITIONS AND INTERPRETATION
Unless otherwise defined herein, capitalized terms which are used herein shall have the meanings assigned to such terms in
Section 1.1 ( Certain defined terms ) of the Receivables Transfer Agreement. The principles of interpretation set forth in Section 1.2 (
Other terms ) and Section 1.3 ( Computation of time periods ) of the Receivables Transfer Agreement shall apply to this Amendment
as if fully set forth herein.
1
2.
AMENDMENT OF THE RECEIVABLES TRANSFER AGREEMENT
With effect from the Amendment Effective Date (as such term is defined in Clause 6 ( Conditions Precedent )), the Receivables
Transfer Agreement shall be amended as follows:
(a)
In Section 1.1 ( Definitions ) the definition of “Excluded Obligor” shall be deleted and replaced with the following:
“Excluded Obligor” means any Obligor set forth on Schedule 9 ( Excluded Obligors ), as such Schedule may be amended
from time to time by agreement between the Master Servicer and the Administrative Agent as notified in writing by the
Administrative Agent to the other Purchasers with a copy to the Master Servicer (and, for the avoidance of doubt, upon the
addition of any Obligor to Schedule 9 , only Receivables originated on or after such date of addition shall be excluded from
the Portfolio Receivables under the Transaction Documents). It being understood that upon any change to Schedule 9 any
required corresponding change to the list of “Determined Debtors” or “Further Determined Debtors” (under and as defined in
the Italian RPA) shall be made concurrently and any changes to the existing “Determined Debtors” of the Italian Originator
will only become effective once the list of “Further Determined Debtors” to the Italian RPA has been updated in accordance
with Section 2.9 of the Italian RPA.
(b)
3.
Schedule 9 ( Excluded Obligors ) shall be deleted and replaced with the contents of the Schedule.
REPRESENTATIONS
Each of the Seller, the Master Servicer and the Performance Undertaking Provider represents and warrants to the other Parties hereto
that, after giving effect to this Amendment, each of its representations and warranties set forth in the Receivables Transfer Agreement,
as such representations and warranties apply to such Person, is true and correct in all material respects on and as of the date hereof as
though made on and as of such date except for representations and warranties stated to refer to a specific earlier date, in which case
such representations and warranties are true and correct as of such earlier date.
4.
CONTINUANCE
The Parties hereby confirm that the provisions of the Receivables Transfer Agreement and the other Transaction Documents shall
continue in full force and effect, subject only to the amendments effected thereto by this Amendment.
5.
FURTHER ASSURANCE
The Parties shall, upon request of the Administrative Agent, and at the cost of the Seller, do all such acts and things necessary or
desirable to give effect to the amendments
2
effected or to be effected by this Amendment. Each of the Parties thereto hereby ratifies and confirms each of the Transaction
Documents to which it is a party.
6.
CONDITIONS PRECEDENT
This Amendment shall become effective as of the date first written above upon the satisfaction of the following:
(a)
The Administrative Agent shall have received counterparts of this Amendment duly executed by each of the Parties and
the Italian law governed letter agreement setting out the list of Further Determined Debtors (the “ Amendment Effective
Date ”).
Notwithstanding paragraph (a) above, the changes made by this Amendment to Schedule 9 (Excluded Obligors) of the Receivables
Transfer Agreement insofar as they relate to the existing “Determined Debtors”of the Italian Originator that are, or as a result of such
amendment will constitute “Further Determined Debtors” (as defined in the Italian RPA) contained in the Italian RPA shall only
become effective once the list of “Further Determined Debtors” has been correspondingly updated in accordance with Section 2.9 of
the Italian RPA.
7.
NOTICES, ETC.
All communications and notices provided for hereunder shall be provided in the manner described in Schedule 2 ( Address and Notice
Information ) to the Receivables Transfer Agreement.
8.
EXECUTION IN COUNTERPARTS
This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature
page to this Amendment by facsimile or by electronic file in a format that is accessible by the recipient shall be effective as delivery of
a manually executed counterpart of this Amendment.
9.
GOVERNING LAW; SUBMISSION TO JURISDICTION
(a)
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF
THE STATE OF NEW YORK.
(b)
Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the
non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan and of the
United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Amendment. Each party hereto hereby irrevocably waives, to the fullest extent
that it may legally do so, the defense of an inconvenient forum to the
3
maintenance of such action or proceeding. Each party hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by
law.
10.
NO PROCEEDING; LIMITED RECOURSE
(a)
Each of the parties hereto hereby agrees that (i) it will not institute against any Conduit Purchaser any proceeding of the
type referred to in the definition of Event of Bankruptcy until there shall have elapsed two years plus one day since the Final
Payout Date and (ii) notwithstanding anything contained herein or in any other Transaction Document to the contrary, the
obligations of the Conduit Purchasers under the Transaction Documents are solely the corporate obligations of the Conduit
Purchasers and shall be payable solely to the extent of funds which are received by the Conduit Purchasers pursuant to the
Transaction Documents and available for such payment in accordance with the terms of the Transaction Documents and shall
be non-recourse other than with respect to such available funds and, without limiting this Section 11, if ever and until such
time as any Conduit Purchaser has sufficient funds to pay such obligation shall not constitute a claim against such Conduit
Purchaser.
(b)
No recourse under any obligation, covenant or agreement of any Conduit Purchaser contained in this Amendment or
any other Transaction Document shall be had against any incorporator, stockholder, officer, director, member, manager,
employee or agent of such Conduit Purchaser by the enforcement of any assessment or by any legal or equitable proceeding,
by virtue of any statute or otherwise; it being expressly agreed and understood that this Amendment and the other
Transaction Documents are solely a corporate obligation of such Conduit Purchaser, and that no personal liability whatever
shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or agent of such
Conduit Purchaser or any of them under or by reason of any of the obligations, covenants or agreements of such Conduit
Purchaser contained in this Amendment or any other Transaction Document, or implied therefrom, and that any and all
personal liability for breaches by such Conduit Purchaser of any of such obligations, covenants or agreements, either at
common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director, member,
manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of this
Amendment; provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a
result of fraudulent actions taken or fraudulent omissions made by them.
[Signature pages follow.]
4
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written.
BUNGE SECURITIZATION B.V. , as Seller
By:
Name:
Title:
By:
Name:
Title:
KONINKLIJKE BUNGE B.V. , as Master
Servicer
By:
Name:
Title:
By:
Name:
Title:
BUNGE LIMITED , as Performance Undertaking
Provider
By:
Name:
Title:
By:
Name:
Title:
[Signature to Tenth Amendment to the Receivables Transfer Agreement]
COÖPERATIEVE RABOBANK U.A ., as
Administrative Agent, Committed Purchaser and
Purchaser Agent
By:
Name:
Title:
NIEUW AMSTERDAM RECEIVABLES
CORPORATION B.V. , as Conduit Purchaser
By:
Name:
Title:
[Signature to Tenth Amendment to the Receivables Transfer Agreement]
CREDIT AGRICOLE CORPORATE &
INVESTMENT BANK , as Purchaser Agent and
Committed Purchaser
By:
Name:
Title:
By:
Name:
Title:
[Signature to Tenth Amendment to the Receivables Transfer Agreement]
THE BANK OF TOKYO-MITSUBISHI UFJ,
LTD. , as Purchaser Agent
By:
Name:
Title:
THE BANK OF TOKYO-MITSUBISHI UFJ,
LTD. , as Committed Purchaser
By:
Name:
Title:
ALBION CAPITAL CORPORATION S.A. , as
Conduit Purchaser
By:
Name:
Title:
[Signature to Tenth Amendment to the Receivables Transfer Agreement]
BNP PARIBAS, LONDON BRANCH , as
Purchaser Agent
By:
Name:
Title:
MATCHPOINT FINANCE PLC, as Committed
Purchaser and Conduit Purchaser
By:
Name:
Title:
[Signature to Tenth Amendment to the Receivables Transfer Agreement]
THE SCHEDULE
SCHEDULE 9
EXCLUDED OBLIGORS
10
Exhibit 10.16
Execution Version
May 26, 2016
(1)
BUNGE SECURITIZATION B.V. , as Seller
(2)
BUNGE NORTH AMERICA CAPITAL, INC. , as U.S. Intermediate Transferor
(3)
COÖPERATIEVE RABOBANK U.A. (F/K/A COÖPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.) , as Italian Intermediate Transferor
(4)
KONINKLIJKE BUNGE B.V. (F/K/A BUNGE FINANCE B.V.) , as Master Servicer
(5)
The Persons set forth on Schedule 1 hereto as Sub-Servicers
(6)
The Committed Purchasers party hereto
(7)
COÖPERATIEVE RABOBANK U.A. (F/K/A COÖPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.) , as Administrative Agent
AMENDMENT TO AND RESTATEMENT OF THE
SERVICING AGREEMENT
CONTENTS
Clause
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Page
Definitions and interpretation
Amendment and restatement of the Servicing Agreement
Representations
Continuance
Further Assurance
Conditions Precedent
Notices, etc.
Execution in counterparts
Governing law; submission to jurisdiction
No proceeding; limited recourse
Schedules
Schedule 1
Schedule 2
Sub-Servicers
Amended and Restated Servicing Agreement
2
2
2
2
2
2
3
3
3
3
THIS AMENDMENT TO AND RESTATEMENT OF THE SERVICING AGREEMENT (this “Amendment and Restatement” ) is
dated May 26, 2016 and made between:
(1)
BUNGE SECURITIZATION B.V. , as Seller (the “ Seller ”);
(2)
BUNGE NORTH AMERICA CAPITAL, INC. , as U.S. Intermediate Transferor (the “ U.S. Intermediate Transferor ”);
(3)
COÖPERATIEVE RABOBANK U.A. (F/K/A COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
B.A.) , as Italian Intermediate Transferor (the “ Italian Intermediate Tranferor ”);
(4)
KONINKLIJKE BUNGE B.V. (F/K/A BUNGE FINANCE B.V.) , as Master Servicer (the “ Master Servicer ”);
(5)
The Persons set forth on Schedule 1 hereto, as Sub-Servicers (the “ Sub-Servicers ”);
(6)
The Committed Purchasers party hereto (the “ Committed Purchasers ”); and
(7)
COÖPERATIEVE RABOBANK U.A. (F/K/A COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
B.A.) , as Administrative Agent (the “ Administrative Agent ”),
the Seller, the U.S. Intermediate Transferor, the Italian Intermediate Transferor, the Master Servicer, the Sub-Servicers, the
Committed Purchasers and the Administrative Agent are hereinafter collectively referred to as the “ Parties ” and each of them a “
Party ”.
BACKGROUND:
(A)
(B)
(C)
This Amendment and Restatement is supplemental to and amends and restates the servicing agreement, dated June 1, 2011,
made among the Parties to this Amendment and Restatement (the “Servicing Agreement” ).
The Parties have agreed to amend the Servicing Agreement and restate it on the terms set out below.
This Amendment and Restatement is a Transaction Document as defined in the Receivables Transfer Agreement, dated June 1,
2011, as amended on May 24, 2012, July 25, 2012, April 23, 2013, May 28, 2013 and March 14, 2014 and as amended and restated on
May 27, 2014, as further amended and restated on May 22, 2015, and as further amended and restated on May 26, 2016, among the
Seller, the Master Servicer, the persons from time to time party thereto as Conduit Purchasers, the persons from time to time party
thereto as Committed Purchasers, the persons from time to time party thereto as Purchaser Agents, Coöperatieve Rabobank U.A., as
the Administrative Agent and Purchaser Agent, and Bunge Limited, as Performance Undertaking Provider (the “ Receivables
Transfer Agreement ”).
IT IS AGREED that:
1.
DEFINITIONS AND INTERPRETATION
Unless otherwise defined herein, capitalized terms which are used herein shall have the meanings assigned to such terms in
Section 1.1 ( Certain defined terms ) of the Receivables Transfer Agreement. The principles of interpretation set forth in Section 1.2 (
Other terms ) and 1.3 ( Computation of time periods ) of the Receivables Transfer Agreement shall apply to this Amendment and
Restatement as if fully set forth herein.
2.
AMENDMENT AND RESTATEMENT OF THE SERVICING AGREEMENT
With effect from the Amendment Effective Date (as such term is defined in Clause 6 ( Conditions Precedent )), the Servicing
Agreement shall be amended and restated so that it shall be read and construed for all purposes as set out in the Schedule ( Amended
and Restated Servicing Agreement ).
3.
REPRESENTATIONS
The Master Servicer represents and warrants to the other Parties hereto that, after giving effect to this Amendment and Restatement,
each of its representations and warranties set forth in the Servicing Agreement, as such representations and warranties apply to the
Master Servicer, is true and correct in all material respects on and as of the date hereof as though made on and as of such date except
for representations and warranties stated to refer to a specific earlier date, in which case such representations and warranties are true
and correct as of such earlier date.
4.
CONTINUANCE
The Parties hereby confirm that the provisions of the Servicing Agreement and the other Transaction Documents shall continue in full
force and effect, subject only to the amendments effected thereto by this Amendment and Restatement.
5.
FURTHER ASSURANCE
The Parties shall, upon request of the Administrative Agent, and at the cost of the Seller, do all such acts and things necessary or
desirable to give effect to the amendments effected or to be effected by this Amendment and Restatement. Each of the Parties thereto
hereby ratifies and confirms each of the Transaction Documents to which it is a party.
6.
CONDITIONS PRECEDENT
This Amendment and Restatement shall become effective as of the date first above written upon receipt by the Administrative Agent
of counterparts of this Amendment and Restatement duly executed by each of the Parties (the “ Amendment Effective Date ” ).
2
7.
NOTICES, ETC.
All communications and notices provided for hereunder shall be provided in the manner described in Schedule 2 ( Address and Notice
Information ) to the Receivables Transfer Agreement.
8.
EXECUTION IN COUNTERPARTS
This Amendment and Restatement may be executed in any number of counterparts, each of which when so executed shall be deemed
to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Amendment and Restatement by facsimile or by electronic file in a format that is accessible by
the recipient shall be effective as delivery of a manually executed counterpart of this Amendment and Restatement.
9.
GOVERNING LAW; SUBMISSION TO JURISDICTION
(a)
THIS AMENDMENT AND RESTATEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
(b)
Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the
non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan and of the
United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Amendment and Restatement. Each party hereto hereby irrevocably waives, to
the fullest extent that it may legally do so, the defense of an inconvenient forum to the maintenance of such action or
proceeding. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
10.
NO PROCEEDING; LIMITED RECOURSE
(a)
Each of the parties hereto hereby agrees that (i) it will not institute against any Conduit Purchaser any proceeding of the
type referred to in the definition of Event of Bankruptcy until there shall have elapsed two years plus one day since the Final
Payout Date and (ii) notwithstanding anything contained herein or in any other Transaction Document to the contrary, the
obligations of the Conduit Purchasers under the Transaction Documents are solely the corporate obligations of the Conduit
Purchasers and shall be payable solely to the extent of funds which are received by the Conduit Purchasers pursuant to the
Transaction Documents and available for such payment in accordance with the terms of the Transaction Documents and shall
be non-recourse other than with respect to such available funds and, without limiting this Section 10 , if ever and until such
time as any Conduit Purchaser has sufficient funds to pay such obligation shall not constitute a claim against such Conduit
Purchaser.
3
(b)
No recourse under any obligation, covenant or agreement of any Conduit Purchaser contained in this Amendment and
Restatement or any other Transaction Document shall be had against any incorporator, stockholder, officer, director, member,
manager, employee or agent of such Conduit Purchaser by the enforcement of any assessment or by any legal or equitable
proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Amendment and
Restatement and the other Transaction Documents are solely a corporate obligation of such Conduit Purchaser, and that no
personal liability whatever shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager,
employee or agent of such Conduit Purchaser or any of them under or by reason of any of the obligations, covenants or
agreements of such Conduit Purchaser contained in this Amendment and Restatement or any other Transaction Document, or
implied therefrom, and that any and all personal liability for breaches by such Conduit Purchaser of any of such obligations,
covenants or agreements, either at common law or at equity, or by statute, rule or regulation, of every such incorporator,
stockholder, officer, director, member, manager, employee or agent is hereby expressly waived as a condition of and in
consideration for the execution of this Amendment and Restatement; provided that the foregoing shall not relieve any such
Person from any liability it might otherwise have as a result of fraudulent actions taken or fraudulent omissions made by
them.
[Signature pages follow.]
4
IN WITNESS WHEREOF, the parties have executed this Amendment and Restatement as of the day and year first above written.
KONINKLIJKE BUNGE B.V. , as Master Servicer
By:
Name:
Title:
By:
Name:
Title:
BUNGE SECURITIZATION B.V. , as Seller
By:
Name:
Title:
By:
Name:
Title:
[Signature to Amendment to and Restatement of the Servicing Agreement]
COÖPERATIEVE RABOBANK U.A ., as Administrative Agent,
Committed Purchaser and Italian Intermediate Transfer
By:
Name:
Title:
[Signature to Amendment to and Restatement of the Servicing Agreement]
BUNGE NORTH AMERICA CAPITAL, INC. , as U.S. Intermediate
Transferor
By:
Name:
Title:
[Signature to Amendment to and Restatement of the Servicing Agreement]
CRÉDIT AGRICOLE CORPORATE & INVESTMENT BANK ,
as Committed Purchaser
By:
Name:
Title:
[Signature to Amendment to and Restatement of the Servicing Agreement]
MATCHPOINT FINANCE PLC , as Committed Purchaser
By:
Name:
Title:
[Signature to Amendment to and Restatement of the Servicing Agreement]
BUNGE NORTH AMERICA INC. , as Sub-Servicer
By:
Name:
Title:
[Signature to Amendment to and Restatement of the Servicing Agreement]
BUNGE OILS INC. , as Sub-Servicer
By:
Name:
Title:
[Signature to Amendment to and Restatement of the Servicing Agreement]
BUNGE NORTH AMERICA (EAST), LLC , as Sub-Servicer
By:
Name:
Title:
[Signature to Amendment to and Restatement of the Servicing Agreement]
BUNGE MILLING, INC. , as Sub-Servicer
By:
Name:
Title:
[Signature to Amendment to and Restatement of the Servicing Agreement]
BUNGE MILLING, LLC. , as Sub-Servicer
By:
Name:
Title:
[Signature to Amendment to and Restatement of the Servicing Agreement]
BUNGE NORTH AMERICA (OPD WEST), INC. , as Sub-Servicer
By:
Name:
Title:
[Signature to Amendment to and Restatement of the Servicing Agreement]
BUNGE CANADA , as Sub-Servicer
By:
Name:
Title:
[Signature to Amendment to and Restatement of the Servicing Agreement]
WALTER RAU LEBENSMITTELWERKE
GMBH , as Sub-Servicer
By:
Name:
Title:
By:
Name:
Title:
[Signature to Amendment to and Restatement of the Servicing Agreement]
BUNGE ITALIA S.P.A. , as Sub-Servicer
By:
Name:
Title:
[Signature to Amendment to and Restatement of the Servicing Agreement]
BUNGE IBÉRICA PORTUGAL, S.A. , as SubServicer
By:
Name:
Title:
By:
Name:
Title:
[Signature to Amendment to and Restatement of the Servicing Agreement]
BUNGE IBÉRICA, S.A.U. , as Sub- Servicer
By:
Name:
Title:
By:
Name:
Title:
[Signature to Amendment to and Restatement of the Servicing Agreement]
SCHEDULE 1
INITIAL SUB-SERVICERS
1.
Bunge North America Inc.
2.
Bunge Oils Inc.
3.
Bunge North America (East), LLC
4.
Bunge Milling, LLC
5.
Bunge Milling, Inc.
6.
Bunge North America (OPD West), Inc.
7.
Bunge Canada
8.
Walter Rau Lebensmittelwerke GmbH
9.
Bunge Italia S.p.A.
10.
Bunge Ibérica Portugal, S.A.
11.
Bunge Ibérica, S.A.U.
SCHEDULE 2
AMENDED AND RESTATED SERVICING AGREEMENT
Exhibit 10.22
June 30, 2016
(1)
KONINKLIJKE BUNGE B.V. (F/K/A BUNGE FINANCE B.V.) , as Seller Agent
(2)
BUNGE NORTH AMERICA CAPITAL, INC. , as Buyer
(3)
The Sellers party hereto
(4)
COÖPERATIEVE RABOBANK U.A. (F/K/A COÖPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.) , as Administrative Agent
SECOND AMENDMENT TO THE U.S.
RECEIVABLES PURCHASE AGREEMENT
CONTENTS
Clause
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Page
Definitions and interpretation
Amendment of the Purchase Agreement
Representations
Continuance
Further Assurance
Conditions Precedent
Notices, etc.
Execution in counterparts
Governing law; submission to jurisdiction
No proceeding; limited recourse
2
2
3
3
3
3
3
3
4
4
i
THIS SECOND AMENDMENT TO THE U.S. RECEIVABLES PURCHASE AGREEMENT (this “Amendment” ) is dated June 30,
2016 and made between:
(1)
KONINKLIJKE BUNGE B.V. (F/K/A BUNGE FINANCE B.V.) , as Seller Agent (the “ Seller Agent ”);
(2)
BUNGE NORTH AMERICA CAPITAL, INC. , as Buyer (the “ Buyer ”);
(3)
The Sellers party hereto (the “ Sellers ”); and
(4)
COÖPERATIEVE RABOBANK U.A. (F/K/A COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
B.A.) , as Administrative Agent (the “ Administrative Agent ”),
the Seller Agent, the Buyer, the Sellers and the Administrative Agent are hereinafter collectively referred to as the “ Parties ” and
each of them a “ Party ”.
BACKGROUND:
(A)
(B)
(C)
This Amendment is supplemental to and amends the U.S. receivables purchase agreement, dated June 1, 2011, as amended on
June 15, 2012 and as supplemented by that certain Additional Seller Supplement, dated March 12, 2014, made among the Seller
Agent, the Buyer and the Sellers (the “Purchase Agreement” ).
The Parties have agreed to amend the Purchase Agreement on the terms set out below.
This Amendment is a Transaction Document as defined in the Receivables Transfer Agreement, dated June 1, 2011, as amended
on May 24, 2012, July 25, 2012, April 23, 2013, May 28, 2013, March 14, 2014 and June 30, 2016 and as amended and restated on
May 27, 2014, as further amended and restated on May 22, 2015, and as further amended and restated on May 26, 2016, among Bunge
Securitization B.V., the Master Servicer, the persons from time to time party thereto as Conduit Purchasers, the persons from time to
time party thereto as Committed Purchasers, the persons from time to time party thereto as Purchaser Agents, Coöperatieve Rabobank
U.A., as the Administrative Agent and Purchaser Agent, and Bunge Limited, as Performance Undertaking Provider (the “
Receivables Transfer Agreement ”).
IT IS AGREED that:
1.
DEFINITIONS AND INTERPRETATION
Unless otherwise defined herein, capitalized terms which are used herein shall have the meanings assigned to such terms in
Section 1.1 ( Certain defined terms ) of the Purchase Agreement or, if not defined in the Purchase Agreement, Section 1.1 ( Certain
defined terms ) of the Receivables Transfer Agreement. In the case of inconsistency between such terms in the Receivables Transfer
Agreement and the terms defined in Section 1.1 of the Purchase Agreement, the terms defined in Section 1.1 of the Purchase
Agreement shall prevail for all purposes of the Purchase Agreement. The principles of interpretation set
forth in Section 1.2 ( Other terms ) and 1.3 ( Computation of time periods ) of the Receivables Transfer Agreement shall apply to this
Amendment as if fully set forth herein.
2.
AMENDMENT OF THE PURCHASE AGREEMENT
With effect from the Amendment Effective Date (as such term is defined in Clause 6 ( Conditions Precedent )), the Purchase
Agreement shall be amended as follows:
(a)
The definition of Acquired Receivable shall be amended in its entirety to read as follows:
“Acquired Receivable” means each and every Receivable that existed and was owing to a Seller as of the opening of such
Seller’s business on the Initial Purchase Date applicable to such Seller and each Receivable created or originated by such
Seller from the opening of such Seller’s business on the Initial Purchase Date applicable to such Seller to and including such
Seller’s Termination Date; provided that (i) no Receivable the Obligor of which is included on Schedule 9 ( Excluded
Obligors ) attached to the Receivables Transfer Agreement on the Effective Date or created or acquired by a Seller on or after
the date the Administrative Agent has received written notice from such Seller or the Seller Agent including such Obligor on
the revised Schedule 9 ( Excluded Obligors ) shall be an Acquired Receivable hereunder unless in either case, the
Administrative Agent has received written notice from such Seller or the Seller Agent removing such Obligor from the
revised Schedule 9 ( Excluded Obligors ), (ii) no Receivable constituting a Repurchased Receivable shall be considered an
Acquired Receivable hereunder after such Repurchased Receivable’s Repurchase Date, (iii) a Destination Sales Receivable
shall only be deemed created or originated (and therefore shall only be sold, assigned, transferred and conveyed by the
applicable Seller to the Buyer) on the applicable Destination Sale Transfer Date and (iv) no new Destination Sales Receivable
shall constitute an Acquired Receivable (or be sold, assigned, transferred and conveyed by a Seller to the Buyer) following
the occurrence of a Confidence Level Trigger Event.
(b)
The following definition of Confidence Level Trigger Event and Destination Sale Transfer Date shall be added
to Section 1.1 as alphabetically appropriate:
“ Confidence Level Trigger Event ” means the failure of 10 percent or more of the railcars used by the Sellers and the
Canadian Originator for the delivery of goods under Contracts to arrive at the related Obligor’s destination by the related
Destination Sale Transfer Date as set forth in the most recent table of average travel times provided by the Master Servicer
for the preceding three calendar months, as reported on a monthly basis in accordance with the Servicing Agreement.
2
“ Destination Sale Transfer Date ” means, with respect to a Destination Sales Receivable, the date occurring the number of
days following the date of the creation of the invoice related to such Destination Sales Receivable equal to (x) 5 plus (y) the
average number of days required for delivery of the related goods for the specific origin/destination combination (as
calculated by the applicable Seller in good faith and reflected in the servicing systems).
3.
REPRESENTATIONS
Each Seller represents and warrants to the other Parties hereto that, after giving effect to this Amendment, each of its representations
and warranties set forth in the Purchase Agreement, as such representations and warranties apply to such Seller, is true and correct in
all material respects on and as of the date hereof as though made on and as of such date except for representations and warranties
stated to refer to a specific earlier date, in which case such representations and warranties are true and correct as of such earlier date.
4.
CONTINUANCE
The Parties hereby confirm that the provisions of the Purchase Agreement and the other Transaction Documents shall continue in full
force and effect, subject only to the amendments effected thereto by this Amendment.
5.
FURTHER ASSURANCE
The Parties shall, upon request of the Administrative Agent, and at the cost of the Seller, do all such acts and things necessary or
desirable to give effect to the amendments effected or to be effected by this Amendment. Each of the Parties thereto hereby ratifies
and confirms each of the Transaction Documents to which it is a party.
6.
CONDITIONS PRECEDENT
This Amendment shall become effective as of the date first above written upon receipt by the Administrative Agent of counterparts of
this Amendment duly executed by each of the Parties (the “ Amendment Effective Date ” ).
7.
NOTICES, ETC.
All communications and notices provided for hereunder shall be provided in the manner described in Section 9.2 of the Purchase
Agreement.
8.
EXECUTION IN COUNTERPARTS
This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall
3
constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or by
electronic file in a format that is accessible by the recipient shall be effective as delivery of a manually executed counterpart of this
Amendment.
9.
GOVERNING LAW; SUBMISSION TO JURISDICTION
(a)
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF
THE STATE OF NEW YORK.
(b)
Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the
non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan and of the
United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Amendment. Each party hereto hereby irrevocably waives, to the fullest extent
that it may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Each party
hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
10.
NO PROCEEDING; LIMITED RECOURSE
(a)
Each of the parties hereto hereby agrees that (i) it will not institute against any Conduit Purchaser any proceeding of the
type referred to in the definition of Event of Bankruptcy until there shall have elapsed two years plus one day since the Final
Payout Date and (ii) notwithstanding anything contained herein or in any other Transaction Document to the contrary, the
obligations of the Conduit Purchasers under the Transaction Documents are solely the corporate obligations of the Conduit
Purchasers and shall be payable solely to the extent of funds which are received by the Conduit Purchasers pursuant to the
Transaction Documents and available for such payment in accordance with the terms of the Transaction Documents and shall
be non-recourse other than with respect to such available funds and, without limiting this Section 10 , if ever and until such
time as any Conduit Purchaser has sufficient funds to pay such obligation shall not constitute a claim against such Conduit
Purchaser.
(b)
No recourse under any obligation, covenant or agreement of any Conduit Purchaser contained in this Amendment or
any other Transaction Document shall be had against any incorporator, stockholder, officer, director, member, manager,
employee or agent of such Conduit Purchaser by the enforcement of any assessment or by any legal or equitable proceeding,
by virtue of any statute or otherwise; it being expressly agreed and understood that this Amendment and the other
Transaction Documents are solely a corporate obligation of such Conduit Purchaser, and that no personal liability whatever
shall attach to or be incurred by any incorporator, stockholder, officer, director, member, manager, employee or
4
agent of such Conduit Purchaser or any of them under or by reason of any of the obligations, covenants or agreements of
such Conduit Purchaser contained in this Amendment or any other Transaction Document, or implied therefrom, and that any
and all personal liability for breaches by such Conduit Purchaser of any of such obligations, covenants or agreements, either
at common law or at equity, or by statute, rule or regulation, of every such incorporator, stockholder, officer, director,
member, manager, employee or agent is hereby expressly waived as a condition of and in consideration for the execution of
this Amendment; provided that the foregoing shall not relieve any such Person from any liability it might otherwise have as a
result of fraudulent actions taken or fraudulent omissions made by them.
[Signature pages follow.]
5
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written.
KONINKLIJKE BUNGE B.V. (F/K/A BUNGE
FINANCE B.V.) , as Seller Agent
By:
Name:
Title:
By:
Name:
Title:
[Signature to Second Amendment to the U.S. Receivables Purchase Agreement]
COÖPERATIEVE RABOBANK U.A ., as
Administrative Agent
By:
Name:
Title:
[Signature to Second Amendment to the U.S. Receivables Purchase Agreement]
BUNGE NORTH AMERICA CAPITAL, INC. , as
Buyer
By:
Name:
Title:
[Signature to Second Amendment to the U.S. Receivables Purchase Agreement]
BUNGE NORTH AMERICA, INC. , as Seller
By:
Name:
Title:
[Signature to Second Amendment to the U.S. Receivables Purchase Agreement]
BUNGE OILS, INC. , as Seller
By:
Name:
Title:
[Signature to Second Amendment to the U.S. Receivables Purchase Agreement]
BUNGE NORTH AMERICA (EAST), LLC , as
Seller
By:
Name:
Title:
[Signature to Second Amendment to the U.S. Receivables Purchase Agreement]
BUNGE MILLING, INC. , as Seller
By:
Name:
Title:
[Signature to Second Amendment to the U.S. Receivables Purchase Agreement]
BUNGE MILLING, LLC , as Seller
By:
Name:
Title:
[Signature to Second Amendment to the U.S. Receivables Purchase Agreement]
BUNGE NORTH AMERICA (OPD WEST),
INC. , as Seller
By:
Name:
Title:
[Signature to Second Amendment to the U.S. Receivables Purchase Agreement]
Exhibit 10.32
BUNGE LIMITED
2016 EQUITY INCENTIVE PLAN
GLOBAL STOCK OPTION AGREEMENT
1.
General. Unless otherwise defined herein, the terms defined in the Bunge Limited 2016 Equity Incentive Plan (the “ Plan ”)
shall have the same defined meanings in this Global Stock Option Agreement and any terms and conditions applicable to the country included
in the Country-Specific Appendix (if any) attached hereto as Exhibit A (the “ Appendix ”) (collectively, this “ Agreement ”). The Plan, which
is incorporated by reference, and this Agreement constitute the entire understanding and agreement between you and Bunge Limited (the “
Company ”) regarding the number of Nonqualified Stock Options (the “ Option ”) specified in your account.
2.
Grant of Option . Subject to the terms and conditions of the Plan and this Agreement, effective as of the date specified in your
account (the “ Date of Grant ”), the Company grants you the Option, at the exercise price per Share specified in your account (the “ Exercise
Price ”). Each Option shall entitle you to purchase one Share subject to your satisfaction of the terms and conditions of the Plan and this
Agreement.
3.
Vesting of Options . Subject to the terms and conditions of the Plan and this Agreement, the Option shall vest as to [
] of
the Shares subject to the Option on each of the first [ ] anniversaries of the Date of Grant (each, a “ Vesting Date ”), provided that you
remain continuously employed by the Company or a Subsidiary on the applicable Vesting Date. Any fractional Shares subject to the Option
resulting from the application of the vesting schedule will be aggregated and will become exercisable on the first Vesting Date.
4.
Exercise of the Option.
4.1
Right to Exercise . Subject to the terms and conditions of the Plan and this Agreement, the Option is exercisable during
its term in accordance with the vesting schedule set forth in Section 3 above.
4.2
Method of Exercise . This Option may be exercised with respect to all or any part of any vested Shares by providing
the Company, or the third-party stock option plan administrator designated by the Company, written or electronic notice of such
exercise, in the form designated by the Company or the Company’s designated third-party stock option plan administrator, specifying
the number of Shares as to which the Option is exercised and accompanied by payment of the aggregate Exercise Price as to all
exercised Shares. The Option shall be deemed exercised upon receipt of a properly executed exercise notice accompanied by
payment of the aggregate Exercise Price.
No Shares shall be issued pursuant to the exercise of the Option (nor will you have the rights of a shareholder with respect to
the Shares) unless such issuance and exercise complies with all applicable laws. Assuming such compliance, for income tax purposes
the exercised Shares shall be considered transferred to you on the date the Option is exercised with respect to such exercised Shares .
4.3
Payment of Exercise Price . Subject to prior approval by the Committee in its discretion, payment of the aggregate
Exercise Price may be by any of the following methods, or a combination thereof:
(i)
cash;
(ii)
check;
(iii)
tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the
Exercise Price;
(iv)
net share settlement or similar procedure involving the cancellation of a portion of the Option representing Shares with
an aggregate Fair Market Value at the time of exercise equal to the Exercise Price; or
(v)
delivery of a properly executed exercise notice together with such other documentation as the Committee and a broker,
if applicable, shall require to effect a “cashless” exercise of the Option and delivery to the Company of the sale proceeds
required to pay the Exercise Price.
5.
Term of the Option . Subject to the terms and conditions of the Plan and this Agreement, the Option shall be exercisable until
the tenth anniversary of the Date of Grant (the “ Expiration Date ”). Notwithstanding any provision in the Plan or this Agreement to the
contrary, any portion of the Option that has not been exercised by 4:00 p.m. (New York City time) on the Expiration Date shall expire and be
automatically cancelled.
6.
Effect of Termination of Employment .
6.1
Termination of Employment for Cause; Breach of Restrictive Covenant . If your employment with the Company or a
Subsidiary is terminated for Cause, or you breach any of the provisions set forth in Section 8 of this Agreement, any Shares subject to
the Option (whether or not vested) will immediately be cancelled and forfeited without payment.
6.2
Resignation of Employment for any Reason . If you resign your employment with the Company or a Subsidiary for
any reason, the unvested portion of the Option will immediately be cancelled and forfeited without payment; provided, that you may
exercise the vested portion of the Option, but only within such period of time ending on the earlier of (x) ninety (90) days following
the date of your termination of employment or (b) the Expiration Date.
6.3
Termination of Employment without Cause . If your employment with the Company or a Subsidiary is terminated
without Cause, the unvested portion of the Option will vest on a pro rata basis. The pro rata calculation will be determined by
multiplying (x) the number of Shares subject to the Option on the Date of Grant, by (y) a fraction, with a numerator equal to the
number of days from the Date of Grant through the date of your termination of employment, and a denominator equal to the number of
days from the Date of Grant through the last Vesting Date, minus (z) the number of Shares subject to the Option that vested prior to
the date of your termination of employment in accordance with the vesting schedule in Section 3 above. Fractional shares shall be
disregarded. You may exercise the vested portion of the Option, but
2
only within such period of time ending on the earlier of (i) ninety (90) days following the date of your termination of employment or
(ii) the Expiration Date.
6.4
Termination of Employment on Account of Disability; death or Retirement . If your employment with the Company or
a Subsidiary is terminated on account of death, Disability or Retirement (for purposes of this Agreement, defined as your termination
of employment after attaining (i) age 65 or (ii) age 55 with ten (10) years of completed service with the Company or a Subsidiary), the
unvested portion of the Option will vest on a pro rata basis. The pro rata calculation will be determined by multiplying (x) the number
of Shares subject to the Option on the Date of Grant, by (y) a fraction, with a numerator equal to the number of days from the Date of
Grant through the date of your termination of employment, and a denominator equal to the number of days from the Date of Grant
through the last Vesting Date, minus (z) the number of Shares subject to the Option that vested prior to the date of your termination of
employment in accordance with the vesting schedule in Section 3 above. Fractional shares shall be disregarded. You may exercise
the vested portion of the Option, but only within such period of time ending on the earlier of (i) the thirty six (36) month anniversary
of the date of your termination of employment or (ii) the Expiration Date.
6.5
Termination of Employment without Cause following a Change of Control . Unless specifically prohibited by the Plan
or unless the Committee provides otherwise prior to a Change of Control, upon the occurrence of a Change of Control and a
termination of your employment with the Company or a Subsidiary without Cause on or before the second anniversary of the
occurrence of a Change of Control, the unvested portion of your Option will vest in full and become immediately exercisable.
7.
Tax Withholding .
7.1
You acknowledge and agree the Company may refuse to issue or deliver Shares or the proceeds from the sale of Shares
to you until satisfactory arrangements (as determined by the Company) have been made for the payment of income, employment,
social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to your participation in the Plan
and legally applicable to you, including, without limitation, in connection with the grant, vesting and exercise of the Option, the
subsequent sale of the Shares acquired upon the exercise of the Option and/or the receipt of any dividends upon such Shares (“
Tax-Related Items ”) that the Company determines must be withheld. If you are a non-U.S. employee, the method of payment of
Tax-Related Items may be restricted by the Appendix.
7.2
The Company has the right (but not the obligation) to satisfy any Tax-Related Items by (i) withholding from proceeds
of the sale of Shares acquired upon exercise of the Option through a sale arranged by the Company (on your behalf pursuant to this
authorization without further consent), (ii) requiring you to pay cash, (iii) withholding from any wages or other cash compensation
payable to you by the Company or your employer (the “ Employer ”), and (iv) reducing the number of Shares otherwise deliverable to
you. The Company will have discretion to determine the method of satisfying Tax-Related Items. In this regard, you authorize the
Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with
regard to all Tax-Related Items by one or a combination of the aforementioned withholding methods. Depending on the withholding
method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates
or other applicable withholding rates, including maximum applicable
3
rates, in which case you will receive a refund of any over-withheld amount in cash and with no entitlement to the Share equivalent or
if not refunded, you may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by
withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the exercised Option,
notwithstanding that a number of the Shares are held back solely for the purposed of paying the Tax -Related Items.
7.3
If you are subject to taxation in more than one jurisdiction, you acknowledge that the Company and/or, if different, your
current or former Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
7.4
Regardless of any action of the Company or the Employer, you acknowledge that the ultimate liability for all
Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the
Employer. You further acknowledge that the Company and the Employer (x) make no representations or undertakings regarding the
treatment of any Tax-Related Items in connection with any aspect of the Option; and (y) do not commit to and are under no obligation
to structure the terms of the grant or any aspect of the Option to reduce or eliminate your liability for Tax-Related Items or achieve
any particular tax result.
8.
Restricted Covenants .
8.1
Confidentiality . You acknowledge and agree with the Company that you shall not at any time, except in the
performance of your obligations to the Company or with the prior written consent of the Company, directly or indirectly, reveal to any
person, entity or other organization (other than the Company, its parent companies and subsidiaries (individually and as a group, the “
Bunge Group ”) or use for your own benefit any information deemed to be confidential by any member of the Bunge Group (“
Confidential Information ”) relating to the assets, liabilities, employees, goodwill, business or affairs of any member of the Bunge
Group, including, without limitation, any information concerning past, present or prospective customers, manufacturing processes,
marketing data, financial or commercial information, business plans or other Confidential Information used by, or useful to, any
member of the Bunge Group and known to you by reason of your employment by, shareholdings in or other association with any
member of the Bunge Group. You further agree that you shall retain all copies and extracts of any written Confidential Information
acquired or developed by you during any such employment, shareholding or association in trust for the sole benefit of the Bunge
Group and its successors and assigns. You further agree that you shall not, without the prior written consent of the Company, remove
or take from the Bunge Group’s premises (or, if previously removed or taken, you shall, at the Company’s request, promptly return)
any written Confidential Information or any copies or extracts thereof. Upon the request and at the expense of the Company, you
shall promptly make all disclosures, execute all instruments and papers and perform all acts reasonably necessary to vest and confirm
in the Bunge Group, fully and completely, all rights created or contemplated by this Section 8.1. The term “Confidential Information”
shall not include information that is or becomes generally available to the public other than as a result of a disclosure by you, or at
your direction.
8.2
No Competing Employment. You agree with the Company that, for so long as you are employed by the Bunge Group
and continuing until the last day of the twelfth month following your termination of employment for any reason (such period to be
referred to as the “ Restricted Period ”), you shall not, without the prior written consent of the Company, directly or indirectly, and
whether as principal or investor or as an employee, officer, director, manager, partner,
4
consultant, agent or otherwise, alone or in association with any other person, firm, corporation or other business organization, engage
in a business competitive to that of the Bunge Group; provided, however , that nothing herein shall limit your right to own not more
than 5% of any of the debt or equity securities of any business organization that is then filing reports with the U.S. Securities and
Exchange Commission pursuant to Section 13 or 15(d) of the Exchange Act. The Restricted Period shall be extended by the length of
any period during which you are in breach of any of the terms of this Section 8.
8.3
Restrictions on Solicitation . During the Restricted Period, you agree with the Company that you shall not in any way,
directly or indirectly (except in the course of your employment with the Company), (x) call upon, solicit, advise or otherwise do, or
attempt to do, business with any person who is, or was, during the then most recent 12-month period, a customer of any member of the
Bunge Group (or any other entity that you know is a potential customer with respect to specific products of the Bunge Group and with
which you have had contact during the period of your employment with the Bunge Group), for purposes of competing with the Bunge
Group, (y) take away or interfere or attempt to take away or interfere with any custom, trade or business of any member of the Bunge
Group, or (z) interfere with or attempt to interfere with any person who is, or was during the then most recent 12-month period, an
employee, officer, representative or agent of any member of the Bunge Group, or hire, solicit, induce or attempt to solicit or induce
any of them to terminate their service with any member of the Bunge Group or violate the terms of their contracts or any employment
arrangements, with any member of the Bunge Group. The Restricted Period shall be extended by the length of any period during
which you are in breach of any of the terms of this Section 8.
8.4
Application of Covenants . The activities described in this Section 8 shall be prohibited regardless of whether
undertaken by you in an individual or representative capacity, and regardless of whether performed for your own account or for the
account of any other individual, partnership, firm, corporation or other business organization (other than the Company).
8.5
Injunctive Relief . Without limiting the remedies available to the Company, you acknowledge that a breach of any of
the covenants contained in this Section 8 may result in irreparable injury to the Company for which there is no adequate remedy at
law, that it shall not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof,
the Company shall be entitled to seek a temporary restraining order or a preliminary or permanent injunction restraining you from
engaging in activities prohibited by this Section 8 or such other relief as may be required to specifically enforce any of the covenants
in this Section 8.
9.
Acknowledgements and Agreements . You agree, accept and acknowledge the following:
(a)
THE OPTIONS AND THIS AGREEMENT DO NOT CREATE AN EXPRESS OR IMPLIED PROMISE OF
CONTINUED EMPLOYMENT FOR ANY PERIOD, AND WILL NOT INTERFERE IN ANY WAY WITH YOUR RIGHT OR THE
RIGHT OF THE COMPANY OR THE EMPLOYER TO TERMINATE YOUR EMPLOYMENT AT ANY TIME, WITH OR WITHOUT
CAUSE.
(b)
The delivery of the Plan, this Agreement, the Plan’s prospectus and any reports of the Company provided generally to
the Company’s shareholders, may be made by electronic delivery. Such means of electronic delivery may include but do not necessarily
include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of
5
the document via e-mail or such other means of electronic delivery specified by the Company. By electronically accepting this Agreement,
you agree to the following: “This electronic contract contains my electronic signature, which I have executed with the intent to sign this
Agreement.”
(c)
All decisions or interpretations of the Committee or the Company regarding the Plan, this Agreement and the Option
shall be binding, conclusive and final on you and all other interested persons.
(d)
The Plan is established voluntarily by the Company, it is discretionary in nature, and may be modified, amended,
suspended or terminated by the Company at any time, to the extent permitted by the Plan.
(e)
The grant of the Option is exceptional, voluntary and occasional and does not create any contractual or other right to
receive future grants of Options, or benefits in lieu of Options, even if Options have been granted in the past.
(f)
All decisions regarding future Awards, if any, will be at the discretion of the Company.
(g)
You are voluntarily participating in the Plan.
(h)
The Option and any Shares acquired upon exercise of the Option, and the income from and value of same, are not
intended to replace any pension rights or compensation.
(i)
The Option and any Shares acquired upon exercise of the Option, and the income and value of same, are not part of
normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service
payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments.
(j)
Unless otherwise agreed with the Company in writing, the Options and any Shares acquired upon exercise of the
Options, and the income from and value of same, are not granted as consideration for, or in connection with, the service you may provide as a
director of a Subsidiary.
(k)
For purposes of the Option, your employment will be considered terminated as of the date you cease to actively provide
services to the Company, the Employer or any member of the Bunge Group (regardless of the reason for such termination and whether or not
the termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your
employment agreement, if any). The Committee shall have the exclusive discretion to determine when you are no longer actively providing
services for the purpose of your Option grant (including whether you may still be considered to be providing services while on a leave of
absence).
(l)
Unless otherwise expressly provided in this Agreement or determined by the Company, any right to vest in the Option
will terminate as of the date described in the previous paragraph and will not be extended by any notice period (e.g., your period of service
would not include any contractual notice period, period of pay in lieu of such notice, or any period of “garden leave” or similar period
mandated under applicable law).
(m)
The future value of the underlying Shares is unknown, indeterminable, and cannot be predicted with certainty.
(n)
If the underlying Shares do not increase in value, the Options will have no value.
6
(o)
the Exercise Price.
If you exercise the Options and acquire Shares, the value of such Shares may increase or decrease in value, even below
(p)
No claim or entitlement to compensation or damages shall arise from forfeiture of the Options resulting from the
termination of your employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach
of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any).
(q)
The following provisions apply if you are providing services outside the U.S.:
(i).
The Options and any Shares acquired upon exercise of the Options, and the income from and value of same,
are not part of normal or expected compensation or salary for any purpose.
(ii).
None of the Company, the Employer, or any member of the Bunge Group will be liable for any foreign
exchange rate fluctuation between your local currency and the U.S. Dollar that may affect the value of the Option or of any amounts due to you
pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.
10.
No Advice Regarding Grant . The Company is not providing any tax, legal or financial advice, nor is the Company making any
recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares.
11.
Compensation Recovery Policy . The Option is subject to the terms of any compensation recovery policy or policies established
by the Company as may be amended from time to time (“ Compensation Recovery Policy ”). The Company hereby incorporates into this
Agreement the terms of the Compensation Recovery Policy.
12.
Section 409A Compliance. This Section 12 may not apply if you are not a U.S. taxpayer. The Option is intended to comply
with Section 409A or an exemption thereunder, and, accordingly, to the maximum extent permitted, the Option and this Agreement shall be
interpreted and administered in compliance therewith. Notwithstanding any other provision of this Agreement, payments provided pursuant to
this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments
pursuant to this Agreement that may be excluded from Section 409A shall be excluded to the maximum extent possible. To the extent that any
provision of this Agreement would cause a conflict with the requirements of Section 409A or would cause the administration of the Option to
fail to satisfy Section 409A, such provision shall be deemed null and void to the extent permitted by applicable law. Nothing herein shall be
construed as a guarantee of any particular tax treatment. The Company makes no representation that this Agreement or the Option will comply
with Section 409A and in no event shall the Company be liable for the payment of any taxes and penalties that you may incur under
Section 409A.
13.
Rights as Shareholder . Neither you nor any person claiming under or through you will have any of the rights or privileges of a
shareholder of the Company, including as to voting Shares and the receipt of dividends and distributions in respect of any Shares deliverable
hereunder, unless and until Shares have been issued and recorded on the records of the Company or its transfer agents or registrars.
14.
Appendix . If applicable, the Option is subject to any additional terms and conditions for the country set forth in the
Appendix. If you relocate to another country, the terms and conditions for that
7
country (if any) will apply to you to the extent the Company determines that applying such terms and conditions are necessary or advisable for
legal or administrative reasons.
15.
Language . If you have received this Agreement or any other document related to the Plan translated into a language other than
English and if the meaning of the translated version is different from the English version, the English version will control.
16.
Notices. Any notice to be given under this Agreement to the Company will be addressed to: Bunge Limited, 50 Main Street,
6th Floor, White Plains, New York 10606, Attention: Chief Human Resources Officer. Any notice to be given under this Agreement to you
will be provided to the physical or electronic mail address maintained in the Company’s records; or in either case, at such other address as the
Company or you, as the case may be, may hereafter designate in writing.
17.
Governing Law; Venue. To the extent not preempted by federal law, the Option and this Agreement will be governed by and
construed in accordance with the laws of the State of New York, without regard to its conflicts of law provisions. The parties agree that any
legal action, suit or proceeding arising from or related to this Agreement shall be instituted exclusively in the state courts of New York located
in New York County or in the federal courts for the United States for the Southern District of New York and no other courts. The parties
consent to the personal jurisdiction of such courts over them, waive all objections to the contrary, and waive any and all objections to the
exclusive location of legal proceedings in New York County or in the federal courts for the United States for the Southern District of New
York.
18.
Option Not Transferable . The Option and the rights and privileges conferred by the Option may not be transferred, assigned,
pledged or hypothecated in any manner (whether by operation of law or otherwise) other than by will or by the laws of descent or distribution
and may be exercised during your lifetime only by you. The terms of the Plan and this Agreement shall be binding upon your executors,
administrators, heirs, successors and assigns.
19.
Additional Conditions to Issuance of Stock . If at any time the Company determines, in its discretion, that the listing,
registration or qualification of the Shares upon any securities exchange or under any foreign, state, federal law, or the consent or approval of
any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to you (or your estate), such issuance
will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any
conditions not acceptable to the Company.
20.
Imposition of Other Requirements . The Company reserves the right to impose other requirements on your participation in the
Plan, on the Options and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or
administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the
foregoing.
21.
I nsider-Trading/Market-Abuse Laws . You acknowledge that, depending on your country, you may be subject to
insider-trading restrictions and/or market-abuse laws, which may affect your ability to purchase or sell Shares acquired under the Plan during
such times as you are considered to have “inside information” regarding the Company (as defined by the laws in your country). Any
restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable
Company insider-trading policy. You are responsible for complying with any applicable restrictions and are encouraged to speak to your
personal legal advisor for further details regarding any applicable insider-trading and/or market-abuse laws in your country.
8
22.
Foreign Asset/Account Reporting Requirements; Exchange Controls . You acknowledge that your country may have certain
foreign asset and/or foreign account reporting requirements and exchange controls which may affect your ability to acquire or hold Shares
acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on Shares acquired under the Plan)
in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other
authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the
Plan to your country through a designated bank or broker within a certain time after receipt. You acknowledge that it is your responsibility to
be compliant with such regulations and are encouraged to consult your personal legal advisor for any details.
23.
Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining parts of the Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid
provision had not been included.
24.
Modifications to this Agreement . Amendments or modifications to this Agreement that adversely affect the Option in any
material way may only be made with your written consent. Notwithstanding anything to the contrary in the Plan or this Agreement, the
Company reserves the right to revise this Agreement as it deems necessary or advisable, in its discretion and without your consent, to comply
with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to the
Option, or to comply with other applicable laws.
25.
Waiver . You acknowledge that a waiver by the Company of breach of any provision of this Agreement shall not operate or be
construed as a waiver of any other provision of this Agreement or of any subsequent breach of this Agreement.
26.
Data Privacy .
26.1
You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of
your personal data as described in this Agreement and any other grant materials by and among, as applicable, the Company, the
Employer, and any member of the Bunge Group for the exclusive purpose of implementing, administering and managing your
participation in the Plan .
26.2
You understand that the Company, the Employer and members of the Bunge Group may hold certain personal
information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth,
social insurance number, passport or other identification number, salary, nationality, residency, status, job title, any shares of
stock or directorships held in the Company, the Employer, or the Bunge Group, details of the Option or any other entitlement to
stock awarded, canceled, exercised, vested, unvested or outstanding in your favor (collectively “ Data ”), for the exclusive purpose
of implementing, administering and managing the Plan.
26.3
You understand that Data will be transferred to the Company, the Employer, any member of the Bunge Group, or one
or more stock plan service providers as may be selected by the Company from time to time, which is assisting the Company with the
implementation, administration and management of the Plan. You understand that the recipients of the Data may be located in
the U.S. or elsewhere, and that the recipient’s country of operation (e.g., the U.S.) may have different data privacy laws and
protections than your country. You understand that if you reside outside the U.S., you may request a list with the names and
addresses of any potential recipients of the Data by contacting your local human resources
9
representative. You authorize the Company and any other possible recipients which may assist the Company (presently or in the
future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the sole purposes of implementing, administering and managing your participation in the Plan. You
understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the
Plan. You understand that if you reside outside the U.S., you may, at any time, view Data, request additional information about
the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any
case without cost, by contacting in writing your local human resources representative. Further, you understand that you are
providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your
engagement as an employee and career with the Employer will not be affected; the only consequence of refusing or withdrawing
your consent is that the Company would not be able to grant Options or other equity awards to you or administer or maintain such
awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the
Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you
may contact your local human resources representative.
10
EXHIBIT A
BUNGE LIMITED
2016 EQUITY INCENTIVE PLAN
GLOBAL STOCK OPTION AGREEMENT
TERMS AND CONDITIONS
This Appendix, which is part of the Agreement, includes additional or different terms and conditions that govern the Options and that will
apply to you if you are in one of the countries listed below. Unless otherwise defined herein, capitalized terms set forth in this Appendix shall
have the meanings ascribed to them in the Plan or the Global Stock Option Agreement, as applicable.
If you are a citizen or resident of a country other than the one in which you are currently working and/or residing, are considered a resident of
another country for local law purposes or transfer residency between countries after the Date of Grant, the Company shall, in its sole discretion,
determine to what extent the terms and conditions included herein will apply to you under these circumstances.
NOTIFICATIONS
This Appendix also includes information regarding securities, exchange control and certain other issues of which you should be aware with
respect to your participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective
countries as of June 2016. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not
rely on the information in this Appendix as the only source of information relating to the consequences of your participation in the Plan
because such information may be outdated when you exercise your Options and/or sell any Shares acquired at exercise.
In addition, the information contained herein is general in nature and may not apply to your particular situation. As a result, the Company is
not in a position to assure you of any particular result. You, therefore, are encouraged to seek appropriate professional advice as to how the
relevant laws in your country may apply to your particular situation.
Finally, if you are a citizen or resident of a country other than that in which you are currently working and/or residing, are considered a resident
of another country for local law purposes or transfer residency to a different country after the Date of Grant, the information contained herein
may not apply in the same manner to you.
11
ARGENTINA
Notifications
Securities Law Information . Neither the Option nor the Shares subject to the Option are publicly offered or listed on any stock exchange in
Argentina. The offer is private and not subject to the supervision of any Argentine governmental authority.
Foreign Asset/Account Reporting Information . If you hold Shares (acquired upon exercise of the Option) as of December 31, you are required
to report certain information regarding the Shares on your annual tax return. In addition, when you acquire, sell, transfer or otherwise dispose
of Shares, you must register the transaction with the Federal Tax Administration.
AUSTRALIA
Notifications
Tax Information . The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (the “ Act ”) (subject
to the conditions in the Act).
Securities Law Information . If you acquire Shares under the Plan and offer such Shares for sale to a person or entity resident in Australia, the
offer may be subject to disclosure requirements under Australian law. You should obtain legal advice on your disclosure obligations prior to
making any such offer.
BELGIUM
Terms and Conditions
Acceptance of Option . The timing of taxation of the Option depends upon whether it is accepted (i) within 60 days of the offer (for tax at
offer) or (ii) more than 60 days after the offer (for tax at exercise). You will receive a separate communication in addition to the Agreement
with information about the tax treatment of the Option. You should refer to the communication for a more detailed description of the tax
consequences of choosing to accept the Option. Belgian residents should consult their personal tax advisor with respect to the Option before
taking any action.
Notifications
Foreign Asset/Account Reporting Information . You are required to report any securities ( e.g. , Shares acquired under the Plan) or bank
accounts (including brokerage accounts) held outside of Belgium on your annual tax return. You are also required to complete a separate
report providing the National Bank of Belgium with details regarding any such account, including the account number, the name of the bank in
which such account is held and the country in which such account is located.
12
BRAZIL
Terms and Conditions
Nature of Grant . The following provision supplements Section 9 of this Agreement:
In accepting the Options, you acknowledge, understand and agree that (i) you are making an investment decision, (ii) you will be entitled to
exercise, and receive Shares pursuant to, the Options only if the vesting conditions are met and any necessary services are rendered by you
between the Date of Grant and the exercise date, and (iii) the value of the underlying shares is not fixed and may increase or decrease without
compensation to you.
Compliance with Law . In accepting the Options, you agree to comply with all applicable Brazilian laws and report and pay any and all
applicable Tax-Related Items associated with the exercise of the Options, the sale of any Shares acquired under the Plan, and the receipt of any
dividends.
Notifications
Foreign Asset/Account Reporting Information . If you are a resident or domiciled in Brazil, you will be required to submit an annual
declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or
greater than US$100,000. The assets and rights that must be reported include Shares acquired under the Plan.
Tax on Financial Transaction (“IOF”) . Cross-border financial transactions relating to the Options may be subject to the IOF (tax on financial
transactions). You should consult with your personal tax advisor for additional details.
CANADA
Terms and Conditions
Payment of Exercise Price . The following provision supplements Sections 4.3 and 7 of this Agreement:
Due to legal restrictions in Canada and notwithstanding any language to the contrary in the Plan, you are not permitted to pay the Exercise
Price or any Tax-Related Items by tendering previously acquired Shares or by using a net share settlement or similar procedure. The Company
reserves the right to provide you with additional methods of payment in the future depending on the development of local law.
Forfeiture upon Termination of Services . The following provision replaces Section 9(k) of this Agreement:
(k) For purposes of the Options, your employer-employee or service relationship will be considered terminated as of the date that is the earlier
of: (1) the date of termination of employment, (2) the date you receive notice of termination from the Employer, or (3) the date you are no
longer actively providing services (regardless of the reason for such termination and whether or not the termination is later found to be invalid
or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any). The
Committee shall have the exclusive discretion to determine when you are no longer actively providing services for the purpose of your Option
grant (including whether you may still be considered to be providing services while on a leave of absence)..
13
The following provisions will apply if you are a resident of Quebec:
Language Consent . The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices, and legal
proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.
Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention (« Agreement »), ainsi que de tous documents, avis et
procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention.
Data Privacy . The following provision supplements Section 26 of the Agreement:
You hereby authorize the Company and the Company’s representatives to discuss and obtain all relevant information from all personnel,
professional or non-professional, involved in the administration of the Plan. You further authorize the Company, the Employer, its other
Subsidiaries and the Committee to disclose and discuss the Plan with their advisors. You further authorize the Company, the Employer and
any other Subsidiary to record such information and to keep such information in your employee file.
Notifications
Securities Law Information . You are permitted to sell Shares acquired under the Plan through the designated broker appointed under the Plan,
if any, provided the sale of the Shares acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which
the Shares are listed ( i.e. , the New York Stock Exchange in the U.S.).
Foreign Asset/Account Reporting Information . If you are a Canadian resident, you must report annually on Form T1135 (Foreign Income
Verification Statement) the foreign property (including Shares acquired under the Plan) you hold, if the total cost of such foreign property
exceeds C$100,000 at any time during the year. Unvested Options also must be reported (generally at nil cost) on Form T1135 if the
C$100,000 threshold is exceeded due to other foreign property you hold. If Shares are acquired, their cost generally is the adjusted cost base (“
ACB ”) of the Shares. The ACB would normally equal the fair market value of the Shares at the time of acquisition, but if you own other
shares, this ACB may have to be averaged with the ACB of the other shares. The Form T1135 must be filed at the same time you file your
annual tax return. You should consult your personal legal advisor to ensure compliance with applicable reporting obligations.
COLOMBIA
Terms and Conditions
Labor Law Acknowledgement . You acknowledge that pursuant to Article 128 of the Colombian Labor Code, the Plan and related benefits do
not constitute a component of “salary” for any purposes. Therefore, the Options and related benefits will not be included and/or considered for
purposes of calculating any and all labor benefits, such as legal/fringe benefits, vacations, indemnities, payroll taxes, social insurance
contributions and/or any other labor-related amount which may be payable.
Securities Law Information . The Shares are not and will not be registered in the Colombian registry of publicly traded securities ( Registro
Nacional de Valores y Emisores ). Therefore, the Shares may not be offered to the public in Colombia. Nothing in this document should be
construed as the making of a public offer of securities in Colombia.
14
Notifications
Exchange Control Information . Investment in assets located abroad (such as Shares acquired under the Plan) does not require prior
approval. However, if the value of your aggregate investments held abroad, including Shares, as of December 31 of the applicable calendar
year equals or exceeds US$500,000, these investments must be registered with the Central Bank ( Banco de la Republica ). Upon the sale or
disposition of the investments, you may either choose to keep the resulting sums abroad or to repatriate them to Colombia. If you choose to
repatriate funds to Colombia and you have not registered the investment with the Central Bank, you will need to file Form No. 5 with the
Central Bank upon conversion of funds into local currency, which should be duly completed to reflect the nature of the transaction. If you have
registered the investment with the Central Bank, then you will need to file Form No. 4 with the Central Bank upon conversion of funds into
local currency, which should be duly completed to reflect the nature of the transaction. If funds are remitted from Colombia to purchase
Shares under the Plan through an authorized local financial institution, the Central Bank will automatically register the investment. If no funds
are remitted from Colombia to purchase the Shares because a partial cashless exercise method is used (selling only enough Shares to cover the
Exercise Price and any brokerage fees), then you will need to register the foreign investment with the Central Bank if the applicable threshold
is exceeded. If you use a cashless sell-all method of exercise, then no registration is required because no funds are remitted from Colombia
and no Shares are held abroad. You are advised to consult with a personal advisor to ensure you comply with the applicable reporting
obligations.
FINLAND
There are no country-specific provisions.
FRANCE
Terms and Conditions
Language . By accepting the grant, you confirm having read and understood the Plan and Agreement which were provided in the English
language. You accept the terms of these documents accordingly.
En acceptant l’attribution, vous confirmez avoir lu et compris le Plan et le Contrat, qui ont été communiqués en langue anglaise. Vous
acceptez les termes de ces documents en connaissance de cause.
Notifications
Tax Information . The Options are not intended to be French tax-qualified awards.
Foreign Asset/Account Reporting Information . French residents must report all foreign bank and brokerage accounts on an annual basis
(including accounts opened or closed during the tax year) on a specific form together with the income tax return. Failure to comply could
trigger significant penalties.
GERMANY
There are no country-specific provisions.
HUNGARY
There are no country-specific provisions.
15
INDIA
Terms and Conditions
Payment of Exercise Price . The following provision supplements Sections 4.3 and 7 of this Agreement:
Due to exchange control restrictions in India and not withstanding any provision of the Plan to the contrary, payment of the aggregate Exercise
Price and any Tax-Related Items withholding may not be made pursuant to a cashless “sell to cover” exercise. The Company reserves the right
to provide you with additional methods of payment in the future depending on the development of local law.
Notifications
Exchange Control Information . You are required to repatriate any proceeds from the sale of Shares acquired under the Plan to India within 90
days of receipt and any dividends within 180 days of receipt. You must obtain a foreign inward remittance certificate (“ FIRC ”) from the
bank where you deposit the foreign currency and should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve
Bank of India or the Employer requests proof of repatriation. You are responsible for complying with applicable exchange control laws in
India.
Because exchange control restrictions in India change frequently, you are advised to consult with your personal advisor before taking any
action under the Plan.
Foreign Asset/Account Reporting Information . You understand that you are required to declare any foreign bank accounts and any foreign
financial assets (including Shares held outside India) in your annual tax return. You are solely responsible for complying with this reporting
obligation and are encouraged to confer with your personal tax advisor in this regard.
ITALY
Terms and Conditions
Cashless Exercise Restriction . The following provision supplements Sections 4.2 and 4.3 of this Agreement:
Due to legal restrictions in Italy, you are restricted to paying the Exercise Price and any Tax-Related Items by the cashless sell-all method of
exercise pursuant to which you shall deliver, together with an Exercise Notice or such other documentation as the Company in its sole and
absolute discretion shall require, irrevocable instructions to a broker approved by the Company to (i) sell the Shares acquired upon exercise of
the Option and (ii) use the sale proceeds to pay the Exercise Price, brokerage fees and any Tax-Related Items. The balance of the sale proceeds,
if any, will be delivered to you, but you are not entitled to hold any Shares. The Company reserves the right to provide you with additional
methods of paying the Exercise Price depending on the development of local laws.
Data Privacy . The following provisions replace Section 26 of this Agreement in its entirety:
You understand that the Company, the Employer and any other Subsidiary may hold certain personal information about you, including, but not
limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification
number, salary, nationality, job title, any shares or directorships held in the Company or any Subsidiary, details of all Options, or any other
entitlement to shares awarded, canceled, vested, exercised, unvested or outstanding in your favor (“ Data ”), for the exclusive purpose of
implementing, managing and administering the Plan.
16
You also understand that providing the Company with Data is necessary for the performance of the Plan and that your refusal to provide Data
would make it impossible for the Company to perform its contractual obligations and may affect your ability to participate in the Plan. The
controller of personal data processing is Bunge Limited with registered offices at 50 Main Street, White Plains, New York, 10606, U.S.A., and,
pursuant to Legislative Decree no. 196/2003, its representative in Italy is Bunge Italia Spa, with registered offices at Via Baiona, 203 - 48123
Ravenna, Italy.
You understand that Data will not be publicized. You understand that Data may also be transferred to the independent registered public
accounting firm engaged by the Company. You further understand that the Company and/or its Subsidiaries, will transfer Data among
themselves as necessary for the purpose of implementing, administering and managing your participation in the Plan, and that the Company
and its Subsidiaries may each further transfer Data to banks, other financial institutions, brokers or other third parties assisting the Company
in the implementation, administration, and management of the Plan, including any requisite transfer of Data to a broker or other third party
with whom you may elect to deposit any Shares acquired at exercise of the Options. Such recipients may receive, possess, process, retain, and
transfer Data in electronic or other form, for the purposes of implementing, administering, and managing your participation in the Plan. You
understand that these recipients may be located in or outside the European Economic Area, such as in the U.S. or elsewhere. Should the
Company exercise its discretion in suspending all necessary legal obligations connected with the management and administration of the Plan,
it will delete Data as soon as it has completed all the necessary legal obligations connected with the management and administration of the
Plan.
You understand that Data processing related to the purposes specified above shall take place under automated or non-automated conditions,
anonymously when possible, that comply with the purposes for which Data is collected and with confidentiality and security provisions, as set
forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003.
The processing activity, including communication, the transfer of Data abroad, including outside of the European Economic Area, as herein
specified and pursuant to applicable laws and regulations, does not require your consent thereto, as the processing is necessary to
performance of contractual obligations related to implementation, administration, and management of the Plan. You understand that,
pursuant to Section 7 of the Legislative Decree no. 196/2003, you have the right to, including but not limited to, access, delete, update, correct,
or terminate, for legitimate reason, the Data processing.
Furthermore, you are aware that Data will not be used for direct-marketing purposes. In addition, Data provided can be reviewed and
questions or complaints can be addressed by contacting your local human resources representative.
Plan Document Acknowledgement . You acknowledge that you have read and specifically and expressly approves, without limitation, the
following sections of this Agreement: Sections 6, 7, 8, 9, 11, 15, 17, 20 and the Data Privacy provisions included in this Appendix.
Notifications
Foreign Asset/Account Reporting Information . If at any time during the fiscal year you hold foreign financial assets (including cash and
Shares) which may generate income taxable in Italy, you are required to report these assets on your annual tax return (UNICO Form, RW
Schedule) for the year during which the assets are held, or on a special form if no tax return is due. These reporting obligations will also apply
to Italian residents who are the beneficial owners of foreign financial assets under Italian money laundering provisions.
Foreign Asset Tax Information . The value of the financial assets held outside of Italy by Italian residents is subject to a foreign asset
tax. Financial assets include Shares acquired under the Plan. The taxable
17
amount will be the fair market value of the financial assets assessed at the end of the calendar year. You should consult with your personal tax
advisor about the foreign financial assets tax.
MEXICO
Terms and Conditions
Acknowledgement of the Agreement . In accepting the Award granted hereunder, you acknowledge that you have received a copy of the
Plan, have reviewed the Plan and this Agreement in their entirety and fully understand and accept all provisions of the Plan and this
Agreement. You further acknowledge that you have read and specifically and expressly approve the terms and conditions of Section 9 of this
Agreement, in which the following is clearly described and established:
(1)
Your participation in the Plan does not constitute an acquired right.
(2)
The Plan and your participation in the Plan are offered by the Company on a wholly discretionary basis.
(3)
Your participation in the Plan is voluntary.
(4)
The Company and the Bunge Group are not responsible for any decrease in the value of the Options granted and/or
Shares issued under the Plan.
Labor Law Acknowledgement and Policy Statement . In accepting any Award granted hereunder, you expressly recognize that the Company,
with registered offices at 50 Main Street, White Plains, New York, 10606, U.S.A. is solely responsible for the administration of the Plan and
that your participation in the Plan and acquisition of Shares do not constitute an employment relationship between you and the Company since
you are participating in the Plan on a wholly commercial basis and your sole employer is Servicios Bunge, S.A. de C.V. or Servicios Molinos
Bunge de México, S.A. de C.V., as applicable, (“ Bunge-Mexico ”). Based on the foregoing, you expressly recognize that the Plan and the
benefits that you may derive from participation in the Plan do not establish any rights between you and the Employer, Bunge-Mexico, and do
not form part of the employment conditions and/or benefits provided by Bunge-Mexico and any modification of the Plan or its termination
shall not constitute a change or impairment of the terms and conditions of your employment.
You further understand that your participation in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the
Company reserves the absolute right to amend and/or discontinue your participation in the Plan at any time without any liability to you.
Finally, you hereby declare that you do not reserve to yourself any action or right to bring any claim against the Company for any
compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and you therefore grant a full and broad
release to the Company, its Subsidiaries, shareholders, officers, agents or legal representatives with respect to any claim that may arise.
Spanish Translation
Reconocimiento del Otorgamiento . Al aceptar cualquier Otorgamiento bajo de este documento, usted reconoce que ha recibido una copia del
Plan, que ha revisado el Plan y el Acuerdo en su totalidad, y que comprende y está de acuerdo con todas las disposiciones del Plan y el
Acuerdo. Asimismo, usted reconoce que ha leído y manifiesta específicamente y expresamente que aprueba de los términos y las condiciones
establecidos en la Sección 9 del Acuerdo, en los que se establece y describe claramente que:
18
(1)
Su participación en el Plan no constituye un derecho adquirido.
(2)
El Plan y su participación en el mismo son ofrecidos por la Compañía de forma completamente discrecional.
(3)
Su participación en el Plan es voluntaria.
(4)
The Company y sus filiales (el “Bunge Group”) no son responsables de ninguna disminución en el valor de las
Opciones o de las Acciones emitidas mediante el Plan.
Reconocimiento de la Ley Laboral y Declaración de Política . Al aceptar cualquier Otorgamiento bajo de este documento, usted reconoce
expresamente que la Compañía, con oficinas registradas y localizadas en 50 Main Street, White Plains, New York, 10606, U.S.A., es la única
responsable por la administración del Plan y que su participación en el mismo y la adquisición de Acciones no constituyen de ninguna manera
una relación laboral entre usted y la Compañía, debido a que su participación en el Plan es únicamente una relación comercial y que su único
empleador es Servicios Bunge, S.A. de C.V. o Servicios Molinos Bunge de México, S.A. de C.V., como sea aplicable, (“ Bunge-M é xico
”). Derivado de lo anterior, usted reconoce expresamente que el Plan y los beneficios a su favor que pudieran derivar de la participación en el
mismo no establecen ningún derecho entre usted y el Empleador, Bunge-México, y no forman parte de las condiciones laborales y/o los
beneficios otorgados por Bunge-México, y cualquier modificación del Plan o la terminación del mismo no constituirá un cambio o desmejora
de los términos y las condiciones de su trabajo.
Asimismo, usted entiende que su participación en el Plan se ha resultado de la decisión unilateral y discrecional de la Compañía; por lo tanto, la
Compañía se reserva el derecho absoluto de modificar y/o descontinuar su participación en el Plan en cualquier momento y sin ninguna
responsabilidad para usted.
Finalmente, usted manifiesta que no se reserva ninguna acción o derecho que origine una demanda en contra de la Compañía por cualquier
compensación o daños y perjuicios en relación con cualquier disposición del Plan o de los beneficios derivados del mismo, y en consecuencia
usted exime amplia y completamente a la Compañía de toda responsabilidad, como así también a sus Filiales, accionistas, directores, agentes o
representantes legales con respecto a cualquier demanda que pudiera surgir.
NETHERLANDS
There are no country-specific provisions.
PARAGUAY
There are no country-specific provisions.
PHILIPPINES
Notifications
Securities Law Information . You are permitted to dispose or sell Shares acquired under the Plan provided the offer and resale of the Shares
takes place outside the Philippines through the facilities of a stock exchange on which the Shares are listed. The Shares are currently listed on
the New York Stock Exchange in the U.S.
19
POLAND
Notifications
Exchange Control Information . If you hold foreign securities (including Shares) and maintain accounts abroad, you will be required to file
certain reports with the National Bank of Poland on the transactions and balances of the securities and cash deposited in such accounts if the
value of such transactions or balances exceeds PLN 7,000,000 in the aggregate. If required, you must file reports on the transactions and
balances of the accounts on a quarterly basis on special forms available on the website of the National Bank of Poland.
In addition, if you transfer funds in excess of €15,000 into Poland in connection with the sale of Shares under the Plan, the funds must be
transferred via a bank account held at a bank in Poland. You are required to retain the documents connected with a foreign exchange
transaction for a period of five years, as measured from the end of the year in which such transaction occurred.
ROMANIA
Notifications
Exchange Control Information . If you deposit the proceeds from the sale of Shares issued to you at exercise of the Options in a bank account
in Romania, you may be required to provide the Romanian bank with appropriate documentation explaining the source of the funds. You
should consult your personal advisor to determine whether you will be required to submit such documentation to the Romanian bank.
RUSSIA
Terms and Conditions
U.S. Transaction and Sale Restrictions . You understand that your acceptance of the Options results in a contract between you and the
Company that is completed in the U.S. and that the Agreement is governed by the laws of the State of New York, without giving effect to the
conflict of laws principles thereof. Further, any Shares to be issued to you upon exercise shall be delivered to you through a bank or brokerage
account in the U.S. You are not permitted to sell the Shares directly to other Russian legal entities or residents.
Securities Law Requirements . Any Options granted hereunder, this Agreement, the Plan and all other materials you may receive regarding
your participation in the Plan or any Options granted hereunder do not constitute advertising or an offering of securities in Russia. The
issuance of Shares under the Plan has not and will not be registered in Russia; therefore, Shares may not be offered or placed in public
circulation in Russia.
In no event will Shares acquired under the Plan be delivered to you in Russia; all Shares will be maintained on your behalf in the U.S.
Exchange Control Requirements . You understand and agree that, pursuant to Russian exchange control requirements, you will be required to
repatriate to Russia the cash proceeds from the sale of the Shares issued to you upon exercise of the Option, unless such proceeds will be paid
into and held in your brokerage account in the U.S., for example, for reinvestment purposes. As an express statutory exception to this
requirement, cash dividends (but not dividend equivalents) paid on Shares can be paid directly into a foreign bank or brokerage account opened
with a foreign bank located in Organisation for
20
Economic Co-operation and Development (“ OECD ”) or Financial Action Task Force (“ FATF ”) countries, without first remitting them to a
bank account in Russia. Other statutory exceptions may apply, and you should consult with your personal legal advisor in this regard.
You further agree to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance
with exchange control requirements in Russia. Without limiting the generality of the foregoing, you acknowledge that the Company reserves
the right, in its sole discretion depending on developments in Russian exchange control laws and regulations, to require you to exercise the
Options via a cashless exercise. You further agree that, if applicable, the Company is authorized to instruct Morgan Stanley Smith Barney
LLC (or such other broker as may be designated by the Company) to assist with the mandatory sale of such Shares (on your behalf pursuant to
this authorization) and you expressly authorize Morgan Stanley Smith Barney LLC (or such other broker as may be designated by the
Company) to complete the sale of such Shares. You further acknowledge that Morgan Stanley Smith Barney LLC (or such other broker as
may be designated by the Company) is under no obligation to arrange for the sale of the Shares at any particular trading price. Upon the sale
of Shares, you will receive the cash proceeds from the sale of Shares, less any brokerage fees or commissions and subject to your obligations in
connection with the Tax-Related Items.
You are strongly encouraged to contact your personal advisor to confirm the applicable Russian exchange control rules because significant
penalties may apply in the case of non-compliance and because exchange control requirements may change.
Labor Law Acknowledgement . You acknowledge that if you continue to hold Shares acquired under the Plan after an involuntary termination
of your employment, you will not be eligible to receive unemployment benefits in Russia.
Notifications
Foreign Asset/Account Reporting Information . Russian residents are required to notify Russian tax authorities within one (1) month of
opening, closing or changing the details of a foreign account. Russian residents also are required to report (i) the beginning and ending
balances in such a foreign bank account each year and (ii) transactions related to such a foreign account during the year to the Russian tax
authorities, on or before June 1 of the following year. The tax authorities can require you to provide appropriate supporting documents related
to transactions in a foreign bank account. You are encouraged to contact your personal advisor before remitting your proceeds from
participation in the Plan to Russia as exchange control requirements may change.
Anti-Corruption Legislation Information . Individuals holding public office in Russia, as well as their spouses and dependent children, may be
prohibited from opening or maintaining a foreign brokerage or bank account and holding any securities, whether acquired directly or indirectly,
in a foreign company (including Shares acquired under the Plan). You should consult with your personal legal advisor to determine whether
this restriction applies to your circumstances.
SINGAPORE
Terms and Conditions
Restriction on Sale and Transferability . You hereby agree that any Shares acquired pursuant to the exercise of the Options will not be offered
for sale in Singapore prior to the six-month anniversary of the Date of Grant, unless such sale or offer is made pursuant to one or more
exemptions under Part XIII
21
Division 1 Subdivision (4) (other than section 280) of the Securities and Futures Act (Chap. 289, 2006 Ed.) (“ SFA ”).
Notifications
Securities Law Information . The grant of the Options is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of
the SFA, on which basis it is exempt from the prospectus and registration requirements under the SFA, and is not made with a view to the
Shares being subsequently offered for sale to any other party. The Plan has not and will not be lodged or registered as a prospectus with the
Monetary Authority of Singapore.
Chief Executive Officer and Director Notification Requirement . The Chief Executive Officer (“ CEO ”) and the directors, associate directors
and shadow directors of a Singapore Subsidiary are subject to certain notification requirements under the Singapore Companies Act. The
CEO, directors, associate directors and shadow directors must notify the Singapore Subsidiary in writing of an interest ( e.g. , Options,
Shares, etc.) in the Company or any related company within two (2) business days of (i) its acquisition or disposal, (ii) any change in a
previously disclosed interest ( e.g., when the Shares are sold), or (iii) becoming the CEO or a director, associate director or shadow director.
SOUTH AFRICA
Terms and Conditions
Responsibility for Taxes . The following provision supplements Section 7 of this Agreement:
By accepting the Options, you agree that, immediately upon exercise of the Options, you will notify your Employer of the amount of any gain
realized. If you fail to advise the Employer of the gain realized upon exercise of the Options you may be liable for a fine. You will be solely
responsible for paying any difference between your actual tax liability and the amount withheld by the Employer.
Tax Clearance Certificate . You understand that to participate in the Plan, should you exceed any annual discretionary allowance, you must
obtain and provide to the Employer, or any third party designated by the Employer or the Company, a Tax Clearance Certificate (with respect
to foreign investments) bearing the official stamp and signature of the Exchange Control Department of the South African Revenue Service (“
SARS ”) and you must renew this Tax Clearance Certificate each year or such other period as may be required by the SARS.
Notifications
Exchange Control Information . Under current South African exchange control policy, you understand that if you are a South African resident,
you may invest a maximum of ZAR11,000,000 per annum in offshore investments, including in Shares. This limit does not apply to
non-resident employees. The first ZAR1,000,000 annual discretionary allowance requires no prior authorization but you understand that you
must obtain tax clearance for the next ZAR10,000,000. It is your responsibility to ensure that you do not exceed this limit and obtain the
necessary tax clearance for remittances exceeding ZAR1,000,000. This limit is a cumulative allowance; therefore, your ability to remit funds
for the purchase of Shares will be reduced if your foreign investment limit is utilized to make a transfer of funds offshore that is unrelated to the
Plan. You acknowledge that if the ZAR11,000,000 limit will be exceeded as a result of a purchase under the Plan, you may still participate in
the Plan; however, you will be required to immediately sell the Shares purchased on your behalf under the Plan and repatriate the proceeds to
South Africa in order to ensure that you do not hold assets outside South Africa with a value in excess of the permitted offshore investment
allowance amount.
22
SPAIN
Terms and Conditions
Labor Law Acknowledgement . The following provision supplements Section 9 of this Agreement:
By accepting the Options granted hereunder, you consent to participation in the Plan and acknowledge that you have received a copy of the
Plan.
You understand that the Company has unilaterally, gratuitously and in its sole discretion decided to grant any Options under the Plan to
individuals who may be members of the Board or Employees throughout the world. The decision is a limited decision, which is entered into
upon the express assumption and condition that any Options granted will not economically or otherwise bind the Company or any of its
Subsidiaries on an ongoing basis, other than as expressly set forth in this Agreement. Consequently, you understand that the Options granted
hereunder are given on the assumption and condition that they shall not become a part of any employment contract (either with the Company or
any of its Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any
other right whatsoever. Further, you understand and freely accept that there is no guarantee that any benefit whatsoever shall arise from any
gratuitous and discretionary grant of Options since the future value of the Options and the underlying Shares is unknown and unpredictable. In
addition, you understand that any Options granted hereunder would not be made but for the assumptions and conditions referred to above; thus,
you understand, acknowledge and freely accept that, should any or all of the assumptions be mistaken or should any of the conditions not be
met for any reason, then any grant of Options or right to Options shall be null and void.
Further, the grant of the Option is expressly conditioned on your continued and active rendering of service, such that if your employment
terminates for any reason whatsoever, the Options may cease vesting immediately, in whole or in part, effective on the date of your termination
of employment (unless otherwise specifically provided in Section 6 of this Agreement). This will be the case, for example, even if (i) you are
considered to be unfairly dismissed without good cause ( i.e. , subject to a “ despido improcedente ”); (ii) you are dismissed for disciplinary or
objective reasons or due to a collective dismissal; (iii) you terminate service due to a change of work location, duties or any other employment
or contractual condition; (iv) you terminate service due to a unilateral breach of contract by the Company or a Subsidiary; or (v) your
employment terminates for any other reason whatsoever. Consequently, upon termination of your employment for any of the above reasons,
you may automatically lose any rights to Options that were not vested on the date of your termination of employment, as described in the Plan
and this Agreement.
You acknowledge that you have read and specifically accept the conditions referred to in Section 6 of this Agreement.
Notifications
Securities Law Information . No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the
Spanish territory regarding the Options. No public offering prospectus has been, nor will it be, registered with the Comisión Nacional del
Mercado de Valores (Spanish Securities Exchange Commission) (“ CNMV ”). Neither the Plan nor this Agreement constitutes a public
offering prospectus and neither has been, nor will either be, registered with the CNMV.
Exchange Control Information . To participate in the Plan, you must comply with exchange control regulations in Spain. You are required to
declare electronically to the Bank of Spain any securities
23
accounts (including brokerage accounts held abroad), as well as the Shares held in such accounts, depending on the value of the transactions
during the prior tax year or the balances in such accounts as of December 31 of the prior tax year.
You also must declare any Shares that are acquired under the Plan to the Dirección General de Comercio e Inversiones of the Ministry of
Industry, Tourism and Commerce (the “ DGCI ”). After the initial declaration, the declaration must be filed with the DGCI on a Form D-6 on
an annual basis each January while the Shares are owned. However, if the value of the Shares acquired under the Plan or the amount of the
sale proceeds exceeds €1,502,530, the declaration must be filed within one month of the acquisition or sale, as applicable.
Foreign Asset/Account Reporting Information . You understand that if you hold rights or assets ( e.g. , Shares or cash held in a bank or
brokerage account) outside of Spain with a value in excess of €50,000 per type of right or asset ( e.g. , Shares, cash, etc.) as of December 31,
you are required to report certain information regarding such rights and assets on tax form 720. After such rights and/or assets are initially
reported, the reporting obligation will only apply for subsequent years if the value of any previously-reported rights or assets increases by more
than €20,000 or if you sell or otherwise dispose of previously-reported rights or assets. The reporting must be completed by the following
March 31.
SWITZERLAND
Notifications
Sec urities Law Information . The Options are not intended to be publicly offered in or from Switzerland. Because this is a private offering in
Switzerland, the Options are not subject to registration in Switzerland. Neither this document nor any other materials relating to the Options
constitutes a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations. Finally, neither this document
nor any other materials relating to the Options may be publicly distributed nor otherwise made publicly available in Switzerland.
TURKEY
Notifications
Securities Law Information . The Options are made available only to Employees and the offer of participation in the Plan is a private
offering. The grant of Options and the issuance of Shares upon exercise take place outside of Turkey. Furthermore, the sale of Shares
acquired under the Plan is not permitted within Turkey. The Shares are currently traded on the New York Stock Exchange in the U.S. under
the ticker symbol “BG” and Shares may be sold on this exchange.
Financial Intermediary Information . Pursuant to Decree No. 32 on the Protection of the Value of the Turkish Currency (“Decree 32”) and
Communiqué No. 2008-32/34 on Decree No. 32, any activity related to investments in foreign securities ( e.g. , the sale of Shares acquired
under the Plan) must be conducted through a bank or financial intermediary institution licensed by the Turkish Capital Markets Board and
should be reported to the Turkish Capital Markets Board. You are solely responsible for complying with this requirement and should contact
your personal legal advisor for further information regarding your obligations in this respect.
24
UNITED KINGDOM
Terms and Conditions
Tax Withholding . The following provisions supplement Section 7 of this Agreement:
You agree that, if you do not pay or the Employer or the Company does not withhold from you the full amount of income tax that you owe at
exercise of the Options, or the receipt of any other benefit in connection with the Options (the “ Taxable Event ”) within 90 days of the U.K.
tax year within which the Taxable Event occurs, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and
Pensions) Act 2003 (the “Due Date”), then the amount that should have been withheld shall constitute a loan owed by you to the Employer,
effective as of the Due Date. You agree that the loan will bear interest at the Her Majesty’s Revenue and Customs’ (“ HMRC ”) official rate
and will be immediately due and repayable by you, and the Company and/or the Employer may recover it at any time thereafter by any of the
means set forth in Section 7 of this Agreement.
Notwithstanding the foregoing, if you are an executive officer or director (within the meaning of Section 13(k) of the Exchange Act), the terms
of the immediately foregoing provision will not apply. In the event that you are an executive officer or director and income tax is not collected
from or paid by you by the Due Date, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax
and National Insurance contributions (“ NICs ”) may be due. You will be responsible for reporting and accounting for any income tax due on
this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer, as applicable,
for the value of any NICs due on this additional benefit.
Notifications
Foreign Asset/Account Reporting Information . The Foreign Account Tax Compliance Act (“ FATCA ”), pertains to U.S. citizens and/or U.S.
taxpayers who participate in or hold equity-based awards ( e.g., stock Options, RSUs, performance units) in one or more equity compensation
plans offered by the Company. Under FATCA, the Company is considered a “non-U.S. issuer” with the result that you may have reporting
obligations on Form 8938 when filing your annual income tax return. Information regarding Form 8938 is available at
http://www.irs.gov/pub/irs-pdf/i8938.pdf.
These reporting obligations apply to the extent the aggregate value of your holdings (when aggregated with other specified foreign financial
assets held by you) exceed certain thresholds. The threshold amounts of the value of the equity holdings (and other foreign assets) that trigger
the reporting obligations depend on your filing status ( e.g., unmarried/married filing separately) and whether you reside in the U.S. or outside
of the U.S. Shares issued by a non-U.S. issuer that are held in a financial account maintained by a U.S. financial institution (such as a
brokerage firm) are not subject to these reporting requirements. However, it is not clear under current guidance whether rights to acquire
Shares, such as Options ( i.e., as opposed to Shares you own), are eligible for this exception. You are encouraged to consult your personal tax
advisor to determine whether these FATCA reporting requirements apply to you as a result of your equity holdings in the Company, including
the Options or Shares you acquire under the Plan.
URUGUAY
There are no country-specific provisions.
25
Exhibit 10.33
BUNGE LIMITED
2016 EQUITY INCENTIVE PLAN
GLOBAL RESTRICTED STOCK UNIT AGREEMENT
1.
General. Unless otherwise defined herein, the terms defined in the Bunge Limited 2016 Equity Incentive Plan (the “ Plan ”)
shall have the same defined meanings in this Global Restricted Stock Unit Agreement and any terms and conditions applicable to the country
included in the Country-Specific Appendix (if any) attached hereto as Exhibit A (the “ Appendix ”) (collectively, this “ Agreement ”). The
Plan, which is incorporated by reference, and this Agreement constitute the entire understanding and agreement between you and Bunge
Limited (the “ Company ”) regarding the Restricted Stock Units (“ RSUs ”) specified in your account.
2.
Grant of RSUs . Subject to the terms and conditions of the Plan and this Agreement, effective as of the date specified in your
account (the “ Date of Grant ”), the Company grants you the number of RSUs specified in your account. Each RSU is equivalent to one Share
for purposes of determining the number of Shares subject to the RSU.
3.
Vesting of RSUs . Subject to the terms and conditions of the Plan and this Agreement, the RSUs and related accrued Dividend
Equivalents shall vest on the [
] anniversary of the Date of Grant (the “ Vesting Date ”), provided that you remain continuously employed by
the Company or a Subsidiary on the Vesting Date.
4.
Form and Timing of Payment. Subject to the terms and conditions of the Plan and this Agreement, each vested RSU, plus
related Dividend Equivalents, will be paid as soon as practical after the Vesting Date, but in no event later than sixty (60) days following the
Vesting Date; provided, however, that you will not be permitted, directly or indirectly, to designate the taxable year of the distribution.
5.
Dividend Equivalents . If the Board declares a cash dividend on the Shares, you will be entitled to a Dividend Equivalent, to be
credited to your account on the dividend payment date established by the Company, equal to the cash dividends payable on the same number of
Shares as the number of unvested RSUs credited to your account on the dividend record date established by the Company. Any Dividend
Equivalent will be in the form of additional whole RSUs, will be subject to the same terms and Vesting Dates as the corresponding RSUs, and
will be paid at the same time and in the same manner as the corresponding RSUs. The number of additional RSUs credited to your account on
the dividend payment date (rounded down to the nearest whole RSU) will be determined by (x) multiplying the number of unvested RSUs as of
the dividend record date (including any unvested RSUs previously credited to your account as a result of Dividend Equivalents) by (y) the
quotient of the cash dividend to be paid per Share, divided by the Fair Market Value per Share on the dividend payment date. Dividend
Equivalents will vest at the same time as their corresponding RSUs and convert into the right to receive Shares only to the extent the underlying
RSUs vest and become payable.
6.
Effect of Termination of Employment .
6.1
Termination of Employment for Cause; Resignation for any Reason; Breach of Restrictive Covenant . If your
employment with the Company or a Subsidiary is terminated for Cause, you resign your employment with the Company or a
Subsidiary for any reason, or you
breach any of the provisions set forth in Section 8 of this Agreement, any unvested RSUs (and related Dividend Equivalents), or
vested RSUs (and related Dividend Equivalents) that have not yet been settled, will immediately be cancelled and forfeited without
payment.
6.2
Termination of Employment without Cause or on Account of Disability, death or Retirement . If your employment
with the Company or a Subsidiary is terminated without Cause or on account of death, Disability or Retirement (for purposes of this
Agreement, defined as your termination of employment after attaining (i) age 65 or (ii) age 55 with ten (10) years of completed
service with the Company or a Subsidiary), any unvested RSUs (and related Dividend Equivalents) will vest on a pro rata basis and
will be payable as soon as practical following your termination of employment, provided that in no event will payment be made later
than sixty (60) days following such termination. The pro rata calculation will be determined by multiplying (x) the number of Shares
subject to the RSU on the Date of Grant, by (y) a fraction, with a numerator equal to the number of days from the Date of Grant
through the date of your termination of employment, and a denominator equal to the number of days from the Date of Grant through
the Vesting Date.
6.3
Termination of Employment without Cause following a Change of Control . Unless specifically prohibited by the Plan
or unless the Committee provides otherwise prior to a Change of Control, upon the occurrence of a Change of Control and a
termination of your employment with the Company or a Subsidiary without Cause on or before the second anniversary of the
occurrence of a Change of Control, any unvested RSUs (and related Dividend Equivalents) will vest in full and will be payable as
soon as practical following your termination of employment, provided that in no event will payment be made later than sixty (60) days
following such termination.
6.4
Specified Employees . For United States (“ U.S. ”) taxpayers, notwithstanding anything herein to the contrary, if you
are a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), as determined under the Company’s established
methodology for determining specified employees, at the time of your separation from service, any payment hereunder that provides
for a “deferral of compensation” within the meaning of Section 409A shall not be paid or commence to be paid on any date prior to
the first business day after the date that is six months following your separation from service; provided, however, that a payment
delayed pursuant to this Section 6.4 shall commence earlier in the event of your death prior to the end of the six-month period.
7.
Tax Withholding .
7.1
You acknowledge and agree the Company may refuse to issue or deliver Shares or the proceeds of the sale of Shares to
you until satisfactory arrangements (as determined by the Company) have been made for the payment of income, employment, social
insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to your participation in the Plan and
legally applicable to you, including, without limitation, in connection with the grant, vesting and settlement of the RSUs, the
subsequent sale of Shares acquired upon settlement of the RSUs and the receipt of any Dividend Equivalents (“ Tax-Related Items ”)
that the Company determines must be withheld. If you are a non-U.S. employee, the method of payment of Tax-Related Items may
be restricted by the Appendix.
7.2
The Company has the right (but not the obligation) to satisfy any Tax-Related Items by (i) withholding from proceeds
of the sale of Shares acquired upon the settlement of the RSUs
2
through a sale arranged by the Company (on your behalf pursuant to this authorization without further consent), (ii) requiring you to
pay cash, (iii) withholding from any wages or other cash compensation payable to you by the Company or your employer (the “
Employer ”), and/or (iv) reducing the number of Shares otherwise deliverable to you. The Company will have discretion to determine
the method of satisfying Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective
agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a
combination of the aforementioned withholding methods. Depending on the withholding method, the Company may withhold or
account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates,
including maximum applicable rates, in which case you will receive a refund of any over-withheld amount in cash with no entitlement
to the Share equivalent or if not refunded, you may seek a refund from the local tax authorities. If the obligation for Tax-Related
Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to
the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax -Related Items.
7.3
If you are subject to taxation in more than one jurisdiction, you acknowledge that the Company and/or, if different, your
current or former Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
7.4
Regardless of any action of the Company or the Employer, you acknowledge that the ultimate liability for all
Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the
Employer. You further acknowledge that the Company and the Employer (x) make no representations or undertakings regarding the
treatment of any Tax-Related Items in connection with any aspect of the RSUs; and (y) do not commit to and are under no obligation
to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items or achieve any
particular tax result.
8.
Restricted Covenants .
8.1
Confidentiality . You acknowledge and agree with the Company that you shall not at any time, except in the
performance of your obligations to the Company or with the prior written consent of the Company, directly or indirectly, reveal to any
person, entity or other organization (other than the Company, its parent companies and subsidiaries (individually and as a group, the “
Bunge Group ”) or use for your own benefit any information deemed to be confidential by any member of the Bunge Group (“
Confidential Information ”) relating to the assets, liabilities, employees, goodwill, business or affairs of any member of the Bunge
Group, including, without limitation, any information concerning past, present or prospective customers, manufacturing processes,
marketing data, financial or commercial information, business plans or other Confidential Information used by, or useful to, any
member of the Bunge Group and known to you by reason of your employment by, shareholdings in or other association with any
member of the Bunge Group. You further agree that you shall retain all copies and extracts of any written Confidential Information
acquired or developed by you during any such employment, shareholding or association in trust for the sole benefit of the Bunge
Group and its successors and assigns. You further agree that you shall not, without the prior written consent of the Company, remove
or take from the Bunge Group’s premises (or, if previously removed or taken, you shall, at the Company’s request, promptly return)
any written Confidential Information or any copies or extracts thereof. Upon the request and at the expense of the Company, you
shall promptly make all disclosures, execute all instruments and papers and perform all acts
3
reasonably necessary to vest and confirm in the Bunge Group, fully and completely, all rights created or contemplated by this
Section 8.1. The term “Confidential Information” shall not include information that is or becomes generally available to the public
other than as a result of a disclosure by you, or at your direction.
8.2
No Competing Employment. You agree with the Company that, for so long as you are employed by the Bunge Group
and continuing until the last day of the twelfth month following your termination of employment for any reason (such period to be
referred to as the “ Restricted Period ”), you shall not, without the prior written consent of the Company, directly or indirectly, and
whether as principal or investor or as an employee, officer, director, manager, partner, consultant, agent or otherwise, alone or in
association with any other person, firm, corporation or other business organization, engage in a business competitive to that of the
Bunge Group; provided, however , that nothing herein shall limit your right to own not more than 5% of any of the debt or equity
securities of any business organization that is then filing reports with the U.S. Securities and Exchange Commission pursuant to
Section 13 or 15(d) of the Exchange Act. The Restricted Period shall be extended by the length of any period during which you are in
breach of any of the terms of this Section 8.
8.3
Restrictions on Solicitation . During the Restricted Period, you agree with the Company that you shall not in any way,
directly or indirectly (except in the course of your employment with the Company), (x) call upon, solicit, advise or otherwise do, or
attempt to do, business with any person who is, or was, during the then most recent 12-month period, a customer of any member of the
Bunge Group (or any other entity that you know is a potential customer with respect to specific products of the Bunge Group and with
which you have had contact during the period of your employment with the Bunge Group), for purposes of competing with the Bunge
Group, (y) take away or interfere or attempt to take away or interfere with any custom, trade or business of any member of the Bunge
Group, or (z) interfere with or attempt to interfere with any person who is, or was during the then most recent 12-month period, an
employee, officer, representative or agent of any member of the Bunge Group, or hire, solicit, induce or attempt to solicit or induce
any of them to terminate their service with any member of the Bunge Group or violate the terms of their contracts or any employment
arrangements, with any member of the Bunge Group. The Restricted Period shall be extended by the length of any period during
which you are in breach of any of the terms of this Section 8.
8.4
Application of Covenants . The activities described in this Section 8 shall be prohibited regardless of whether
undertaken by you in an individual or representative capacity, and regardless of whether performed for your own account or for the
account of any other individual, partnership, firm, corporation or other business organization (other than the Company).
8.5
Injunctive Relief . Without limiting the remedies available to the Company, you acknowledge that a breach of any of
the covenants contained in this Section 8 may result in irreparable injury to the Company for which there is no adequate remedy at
law, that it shall not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof,
the Company shall be entitled to seek a temporary restraining order or a preliminary or permanent injunction restraining you from
engaging in activities prohibited by this Section 8 or such other relief as may be required to specifically enforce any of the covenants
in this Section 8.
9.
Acknowledgements and Agreements . You agree, accept and acknowledge the following:
4
(a)
THE RSUS AND THIS AGREEMENT DO NOT CREATE AN EXPRESS OR IMPLIED PROMISE OF
CONTINUED EMPLOYMENT FOR ANY PERIOD, AND WILL NOT INTERFERE IN ANY WAY WITH YOUR RIGHT OR THE
RIGHT OF THE COMPANY OR THE EMPLOYER TO TERMINATE YOUR EMPLOYMENT AT ANY TIME, WITH OR WITHOUT
CAUSE.
(b)
The delivery of the Plan, this Agreement, the Plan’s prospectus and any reports of the Company provided generally to
the Company’s shareholders, may be made by electronic delivery. Such means of electronic delivery may include but do not necessarily
include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the
document via e-mail or such other means of electronic delivery specified by the Company. By electronically accepting this Agreement, you
agree to the following: “This electronic contract contains my electronic signature, which I have executed with the intent to sign this
Agreement.”
(c)
All decisions or interpretations of the Committee or the Company regarding the Plan, this Agreement and the RSUs
shall be binding, conclusive and final on you and all other interested persons.
(d)
The Plan is established voluntarily by the Company, it is discretionary in nature, and may be modified, amended,
suspended or terminated by the Company at any time, to the extent permitted by the Plan.
(e)
The grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive
future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past.
(f)
All decisions regarding future Awards, if any, will be at the discretion of the Company.
(g)
You are voluntarily participating in the Plan.
(h)
The RSUs and any underlying Shares, and the income from and value of same, are not intended to replace any pension
rights or compensation.
(i)
The RSUs and any underlying Shares, and the income from and value of same, are not part of normal or expected
compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses,
holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments.
(j)
Unless otherwise agreed with the Company in writing, the RSUs and any underlying Shares, and the income from and
value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary.
(k)
The future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty.
(l)
For purposes of the RSUs, your employment will be considered terminated as of the date you cease to actively provide
services to the Company, the Employer or any member of the Bunge Group (regardless of the reason for such termination and whether or not
the termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your
employment agreement, if any). The Committee shall have the exclusive discretion to determine when
5
you are no longer actively providing services for the purpose of your RSU grant (including whether you may still be considered to be providing
services while on a leave of absence).
(m)
Unless otherwise expressly provided in this Agreement or determined by the Company, any right to vest in the RSUs
will terminate as of the date described in the previous paragraph and will not be extended by any notice period ( e.g., your period of service
would not include any contractual notice period, period of pay in lieu of such notice, any period of “garden leave” or similar period mandated
under applicable law).
(n)
No claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the
termination of your employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach
of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any.
(o)
The following provisions apply if you are providing services outside the U.S.:
(i).
The RSUs and any underlying Shares, and the income from and value of same, are not part of normal or
expected compensation or salary for any purpose.
(ii).
None of the Company, the Employer, or any member of the Bunge Group will be liable for any foreign
exchange rate fluctuation between your local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due to you
pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.
10.
No Advice Regarding Grant . The Company is not providing any tax, legal or financial advice, nor is the Company making any
recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares.
11.
Compensation Recovery Policy . The RSUs are subject to the terms of any compensation recovery policy or policies established
by the Company as may be amended from time to time (“ Compensation Recovery Policy ”). The Company hereby incorporates into this
Agreement the terms of the Compensation Recovery Policy.
12.
Section 409A Compliance. This Section 12 may not apply if you are not a U.S. taxpayer. The RSUs are intended to comply
with Section 409A or an exemption thereunder, and, accordingly, to the maximum extent permitted, the RSUs and this Agreement shall be
interpreted and administered in compliance therewith. Notwithstanding any other provision of this Agreement, payments provided pursuant to
this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments
pursuant to this Agreement that may be excluded from Section 409A as a short-term deferral shall be excluded from Section 409A to the
maximum extent possible. To the extent that any provision of this Agreement would cause a conflict with the requirements of Section 409A or
would cause the administration of the RSUs to fail to satisfy Section 409A, such provision shall be deemed null and void to the extent
permitted by applicable law. Nothing herein shall be construed as a guarantee of any particular tax treatment. The Company makes no
representation that this Agreement or the RSUs comply with Section 409A and in no event shall the Company be liable for the payment of any
taxes and penalties that you may incur under Section 409A.
13.
Rights as Shareholder . Neither you nor any person claiming under or through you will have any of the rights or privileges of a
shareholder of the Company in respect of any Shares deliverable hereunder
6
unless and until Shares have been issued and recorded on the records of the Company or its transfer agents or registrars.
14.
Appendix . If applicable, the RSUs are subject to any additional terms and conditions for the country set forth in the
Appendix. If you relocate to another country, the terms and conditions for that country (if any) will apply to you to the extent the Company
determines that applying such terms and conditions are necessary or advisable for legal or administrative reasons.
15.
Language . If you have received this Agreement or any other document related to the Plan translated into a language other than
English and if the meaning of the translated version is different from the English version, the English version will control.
16.
Notices. Any notice to be given under this Agreement to the Company will be addressed to: Bunge Limited, 50 Main Street,
6th Floor, White Plains, New York 10606, Attention: Chief Human Resources Officer. Any notice to be given under this Agreement to you
will be provided to the physical or electronic mail address maintained in the Company’s records; or in either case, at such other address as the
Company or you, as the case may be, may hereafter designate in writing.
17.
Governing Law; Venue. To the extent not preempted by federal law, the RSUs and this Agreement will be governed by and
construed in accordance with the laws of the State of New York, without regard to its conflicts of law provisions. The parties agree that any
legal action, suit or proceeding arising from or related to this Agreement shall be instituted exclusively in the state courts of New York located
in New York County or in the federal courts for the United States for the Southern District of New York and no other courts. The parties
consent to the personal jurisdiction of such courts over them, waive all objections to the contrary, and waive any and all objections to the
exclusive location of legal proceedings in New York County or in the federal courts for the U.S. for the Southern District of New York.
18.
RSUs Not Transferable . The RSUs and the rights and privileges conferred by the RSUs may not be transferred, assigned,
pledged or hypothecated in any manner (whether by operation of law or otherwise) other than by will or by the laws of descent or
distribution. The terms of the Plan and this Agreement shall be binding upon your executors, administrators, heirs, successors and assigns.
19.
Additional Conditions to Issuance of Stock . If at any time the Company determines, in its discretion, that the listing,
registration or qualification of the Shares upon any securities exchange or under any foreign, state, federal law, or the consent or approval of
any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to you (or your estate), such issuance
will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any
conditions not acceptable to the Company.
20.
Imposition of Other Requirements . The Company reserves the right to impose other requirements on your participation in the
Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or
administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the
foregoing.
21.
I nsider-Trading/Market-Abuse Laws . You acknowledge that, depending on your country, you may be subject to
insider-trading restrictions and/or market-abuse laws, which may affect your ability to acquire or sell Shares acquired under the Plan during
such times as you are considered to have “inside information” regarding the Company (as defined by the laws in your country). Any
restrictions under
7
these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company
insider-trading policy. You are responsible for complying with any applicable restrictions and are encouraged to speak to your personal legal
advisor for further details regarding any applicable insider-trading and/or market-abuse laws in your country.
22.
Foreign Asset/Account Reporting Requirements; Exchange Controls . You acknowledge that your country may have certain
foreign asset and/or foreign account reporting requirements and exchange controls which may affect your ability to acquire or hold Shares
acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on Shares acquired under the Plan)
in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other
authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the
Plan to your country through a designated bank or broker within a certain time after receipt. You acknowledge that it is your responsibility to
be compliant with such regulations and are encouraged to consult your personal legal advisor for any details.
23.
Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining parts of the Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid
provision had not been included.
24.
Modifications to this Agreement . Amendments or modifications to this Agreement that adversely affect the RSUs in any
material way may only be made with your written consent. Notwithstanding anything to the contrary in the Plan or this Agreement, the
Company reserves the right to revise this Agreement as it deems necessary or advisable, in its discretion and without your consent, to comply
with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to the RSUs,
or to comply with other applicable laws.
25.
Waiver . You acknowledge that a waiver by the Company of breach of any provision of this Agreement shall not operate or be
construed as a waiver of any other provision of this Agreement or of any subsequent breach of this Agreement.
26.
Data Privacy .
26.1
You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of
your personal data as described in this Agreement and any other grant materials by and among, as applicable, the Company, the
Employer, and any member of the Bunge Group for the exclusive purpose of implementing, administering and managing your
participation in the Plan .
26.2
You understand that the Company, the Employer and members of the Bunge Group may hold certain personal
information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth,
social insurance number, passport or other identification number, salary, nationality, residency, status, job title, any shares of
stock or directorships held in the Company, the Employer, or the Bunge Group, details of the RSUs or any other entitlement to
stock awarded, canceled, exercised, vested, unvested or outstanding in your favor (collectively “ Data ”), for the exclusive purpose
of implementing, administering and managing the Plan.
8
26.3
You understand that Data will be transferred to the Company, the Employer, any member of the Bunge Group, or one
or more stock plan service providers as may be selected by the Company from time to time, which is assisting the Company with the
implementation, administration and management of the Plan. You understand that the recipients of the Data may be located in
the U.S. or elsewhere, and that the recipient’s country of operation (e.g., the U.S.) may have different data privacy laws and
protections than your country. You understand that if you reside outside the U.S., you may request a list with the names and
addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the
Company and any other possible recipients which may assist the Company (presently or in the future) with implementing,
administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole
purposes of implementing, administering and managing your participation in the Plan. You understand that Data will be held
only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that if you
reside outside the U.S., you may, at any time, view Data, request additional information about the storage and processing of Data,
require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in
writing your local human resources representative. Further, you understand that you are providing the consents herein on a
purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your engagement as an employee and
career with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Company
would not be able to grant RSUs or other equity awards to you or administer or maintain such awards. Therefore, you understand
that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the
consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human
resources representative.
9
EXHIBIT A
BUNGE LIMITED
2016 EQUITY INCENTIVE PLAN
GLOBAL RESTRICTED STOCK UNIT AGREEMENT
TERMS AND CONDITIONS
This Appendix, which is part of the Agreement, includes additional or different terms and conditions that govern the RSUs and that will apply
to you if you are in one of the countries listed below. Unless otherwise defined herein, capitalized terms set forth in this Appendix shall have
the meanings ascribed to them in the Plan or the Global Restricted Stock Unit Agreement, as applicable.
If you are a citizen or resident of a country other than the one in which you are currently working and/or residing, are considered a resident of
another country for local law purposes or transfer residency between countries after the Date of Grant, the Company shall, in its sole discretion,
determine to what extent the terms and conditions included herein will apply to you under these circumstances.
NOTIFICATIONS
This Appendix also includes information regarding securities, exchange control and certain other issues of which you should be aware with
respect to your participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective
countries as of June 2016. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not
rely on the information in this Appendix as the only source of information relating to the consequences of your participation in the Plan
because such information may be outdated when you vest in this Award and/or sell any Shares acquired at vesting.
In addition, the information contained herein is general in nature and may not apply to your particular situation. As a result, the Company is
not in a position to assure you of any particular result. You, therefore, are encouraged to seek appropriate professional advice as to how the
relevant laws in your country may apply to your particular situation.
Finally, if you are a citizen or resident of a country other than that in which you are currently working and/or residing, are considered a resident
of another country for local law purposes or transfer residency to a different country after the Date of Grant, the information contained herein
may not apply in the same manner to you.
10
ARGENTINA
Notifications
Securities Law Information . Nether the RSUs nor the Shares subject to the RSUs are publicly offered or listed on any stock exchange in
Argentina. The offer is private and not subject to the supervision of any Argentine governmental authority.
Foreign Asset/Account Reporting Information . If you hold Shares (acquired upon settlement of the RSUs, any Dividend Equivalents or
otherwise) as of December 31, you are required to report certain information regarding the Shares on your annual tax return. In addition, when
you acquire, sell, transfer or otherwise dispose of Shares, you must register the transaction with the Federal Tax Administration.
AUSTRALIA
Notifications
Australian Offer Document . The offer of RSUs (including the Dividend Equivalents) is intended to comply with the provisions of the
Corporations Act 2001, ASIC Regulatory Guide 49 and ASIC Class Order CO 14/1000. Additional details are set forth in the Offer
Document, which will be provided to you with this Agreement.
Tax Information . The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (the “ Act ”) (subject
to the conditions in the Act).
BELGIUM
Notifications
Foreign Asset/Account Reporting Information . You are required to report any securities ( e.g., Shares acquired under the Plan) or bank
accounts (including brokerage accounts) held outside of Belgium on your annual tax return. You are also required to complete a separate
report providing the National Bank of Belgium with details regarding any such account, including the account number, the name of the bank in
which such account is held and the country in which such account is located.
BRAZIL
Terms and Conditions
Nature of Grant . The following provision supplements Section 9 of this Agreement:
In accepting the RSUs, you acknowledge, understand and agree that (i) you are making an investment decision, (ii) you will be entitled to vest
in, and receive Shares pursuant to, the RSUs (including any Dividend Equivalents) only if the vesting conditions are met and any necessary
services are rendered by you between the Date of Grant and the Vesting Date, and (iii) the value of the underlying Shares is not fixed and may
increase or decrease without compensation to you.
Compliance with Law . In accepting the RSUs, you agree to comply with all applicable Brazilian laws and report and pay any and all
applicable Tax-Related Items associated with the vesting and settlement of the RSUs (including any Dividend Equivalents), the sale of any
Shares acquired under the Plan, and the receipt of any dividends.
11
Notifications
Foreign Asset/Account Reporting Information . If you are a resident or domiciled in Brazil, you will be required to submit an annual
declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or
greater than US$100,000. The assets and rights that must be reported include Shares acquired under the Plan.
Tax on Financial Transaction (“IOF”) . Cross-border financial transactions relating to the RSUs (including any Dividend Equivalents) may be
subject to the IOF (tax on financial transactions). You are encouraged to consult with your personal tax advisor for additional details.
CANADA
Terms and Conditions
Form and Timing of Payment . The following provision supplements Section 4 of this Agreement:
Notwithstanding anything to the contrary in the Agreement or Section 5.4 of the Plan, the RSUs (including any Dividend Equivalents) will be
settled in Shares only, not cash.
Forfeiture upon Termination of Services . The following provision replaces Section 9(l) of this Agreement:
(l) For purposes of the RSUs (including any Dividend Equivalents), your employer-employee or service relationship will be considered
terminated as of the date that is the earlier of: (i) the date of termination of employment, (ii) the date you receive notice of termination from the
Employer, or (iii) the date you are no longer actively providing services (regardless of the reason for such termination and whether or not the
termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your
employment agreement, if any). The Committee shall have the exclusive discretion to determine when you are no longer actively providing
services for the purpose of your RSU grant (including whether you may still be considered to be providing services while on a leave of
absence).
The following provisions will apply if you are a resident of Quebec:
Language Consent . The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices, and legal
proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.
Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention (« Agreement »), ainsi que de tous documents, avis et
procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention.
Data Privacy . The following provision supplements Section 26 of this Agreement:
You hereby authorize the Company and the Company’s representatives to discuss and obtain all relevant information from all personnel,
professional or non-professional, involved in the administration of the Plan. You further authorize the Company, the Employer, its other
Subsidiaries and the Committee to disclose and discuss the Plan with their advisors. You further authorize the Company, the Employer and
any other Subsidiary to record such information and to keep such information in your employee file.
12
Notifications
Securities Law Information . You are permitted to sell Shares acquired under the Plan through the designated broker appointed under the Plan,
if any, provided the sale of the Shares acquired under Plan takes place outside of Canada through the facilities of a stock exchange on which the
Shares are listed ( i.e. , the New York Stock Exchange).
Foreign Asset/Account Reporting Information . If you are a Canadian resident, you must report annually on Form T1135 (Foreign Income
Verification Statement) the foreign property (including Shares acquired under the Plan) you hold if the total cost of such foreign property
exceeds C$100,000 at any time during the year. Unvested RSUs (including any Dividend Equivalents) also must be reported (generally at nil
cost) on Form T1135 if the C$100,000 threshold is exceeded due to other foreign property you hold. If Shares are acquired, their cost
generally is the adjusted cost base (“ ACB ”) of the Shares. The ACB would normally equal the fair market value of the Shares at vesting, but
if you own other shares, this ACB may have to be averaged with the ACB of the other shares. The Form T1135 must be filed at the same time
you file your annual tax return. You should consult your personal legal advisor to ensure compliance with applicable reporting obligations.
CHINA
Terms and Conditions
Form and Timing of Payment . The following provision supplements Section 4 of this Agreement.
Notwithstanding anything to the contrary in this Agreement or the Plan, you will not receive any Shares upon settlement of the RSUs
(including any Dividend Equivalents). Instead, you will receive a cash payment equal in value to the Fair Market Value of the Shares
(including any Dividend Equivalents) on the date the Shares would otherwise be issued to you.
Any cash payment received upon settlement of the RSUs (including any Dividend Equivalents) will be paid to you through local payroll in
China. In no event will payments under the Plan be made to you into an account outside of China.
COLOMBIA
Terms and Conditions
Labor Law Acknowledgement . You acknowledge that pursuant to Article 128 of the Colombian Labor Code, the Plan and related benefits do
not constitute a component of “salary” for any purposes. Therefore, the RSUs and related benefits will not be included and/or considered for
purposes of calculating any and all labor benefits, such as legal/fringe benefits, vacations, indemnities, payroll taxes, social insurance
contributions and/or any other labor-related amount which may be payable.
Securities Law Information . The Shares are not and will not be registered in the Colombian registry of publicly traded securities ( Registro
Nacional de Valores y Emisores ). Therefore, the Shares may not be offered to the public in Colombia. Nothing in this document should be
construed as the making of a public offer of securities in Colombia.
Notifications
Exchange Control Information . Investment in assets located abroad (such as Shares acquired under the Plan) does not require prior
approval. However, if the value of your aggregate investments held abroad,
13
including Shares, as of December 31 of the applicable calendar year equals or exceeds US$500,000, these investments must be registered with
the Central Bank ( Banco de la Republica ). Upon the sale or disposition of the investments, you may either choose to keep the resulting sums
abroad or to repatriate them to Colombia. If you choose to repatriate funds to Colombia and you have not registered the investment with the
Central Bank, you will need to file Form No. 5 with the Central Bank upon conversion of funds into local currency, which should be duly
completed to reflect the nature of the transaction. If you have registered the investment with the Central Bank, then you will need to file
Form No. 4 with the Central Bank upon conversion of funds into local currency, which should be duly completed to reflect the nature of the
transaction. If you immediately sell the Shares acquired upon vesting of the RSUs, no registration is required since no Shares will be held
abroad. You are advised to consult with a personal advisor to ensure you comply with the applicable reporting obligations.
FINLAND
There are no country-specific provisions.
FRANCE
Terms and Conditions
Language . By accepting the grant, you confirm having read and understood the Plan and Agreement which were provided in the English
language. You accept the terms of these documents accordingly.
En acceptant l’attribution, vous confirmez avoir lu et compris le Plan et le Contrat, qui ont été communiqués en langue anglaise. Vous
acceptez les termes de ces documents en connaissance de cause.
Notifications
Tax Information . The RSUs (including any Dividend Equivalents) are not intended to be French tax-qualified awards.
Foreign Asset/Account Reporting Information . French residents must report all foreign bank and brokerage accounts on an annual basis
(including accounts opened or closed during the tax year) on a specific form together with the income tax return. Failure to comply could
trigger significant penalties.
GERMANY
There are no country-specific provisions.
HUNGARY
There are no country-specific provisions.
INDIA
Notifications
Exchange Control Information . You are required to repatriate any proceeds from the sale of Shares acquired under the Plan to India within 90
days of receipt and any dividends within 180 days of receipt. You must obtain a foreign inward remittance certificate (“ FIRC ”) from the
bank where you deposit the foreign currency and should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve
Bank of India or the Employer requests proof of repatriation. You are responsible for complying with applicable exchange control laws in
India.
14
Because exchange control restrictions in India change frequently, you are advised to consult with your personal advisor before taking any
action under the Plan.
Foreign Asset/Account Reporting Information . You are required to declare any foreign bank accounts and any foreign financial assets
(including Shares held outside India) in your annual tax return. You are solely responsible for complying with this reporting obligation and are
encouraged to consult with your personal tax advisor in this regard.
ITALY
Terms and Conditions
Data Privacy . The following provisions replace Section 26 of this Agreement in its entirety:
You understand that the Company, the Employer and any other Subsidiary may hold certain personal information about you, including, but not
limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification
number, salary, nationality, job title, any shares or directorships held in the Company or any Subsidiary, details of all RSUs, or any other
entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in your favor (“ Data ”), for the exclusive purpose of
implementing, managing and administering the Plan.
You also understand that providing the Company with Data is necessary for the performance of the Plan and that your refusal to provide Data
would make it impossible for the Company to perform its contractual obligations and may affect your ability to participate in the Plan. The
controller of personal data processing is Bunge Limited with registered offices at 50 Main Street, White Plains, New York, 10606, U.S.A., and,
pursuant to Legislative Decree no. 196/2003, its representative in Italy is Bunge Italia Spa., with registered offices at Via Baiona, 203 - 48123
Ravenna, Italy.
You understand that Data will not be publicized. You understand that Data may also be transferred to the independent registered public
accounting firm engaged by the Company. You further understand that the Company and/or its Subsidiaries, will transfer Data among
themselves as necessary for the purpose of implementing, administering and managing your participation in the Plan, and that the Company
and its Subsidiaries may each further transfer Data to banks, other financial institutions, brokers or other third parties assisting the Company
in the implementation, administration, and management of the Plan, including any requisite transfer of Data to a broker or other third party
with whom you may elect to deposit any Shares acquired at vesting of the RSUs (including any Dividend Equivalents). Such recipients may
receive, possess, process, retain, and transfer Data in electronic or other form, for the purposes of implementing, administering, and managing
your participation in the Plan. You understand that these recipients may be located in or outside the European Economic Area, such as in the
U.S. or elsewhere. Should the Company exercise its discretion in suspending all necessary legal obligations connected with the management
and administration of the Plan, it will delete Data as soon as it has completed all the necessary legal obligations connected with the
management and administration of the Plan.
You understand that Data processing related to the purposes specified above shall take place under automated or non-automated conditions,
anonymously when possible, that comply with the purposes for which Data is collected and with confidentiality and security provisions, as set
forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003.
The processing activity, including communication, the transfer of Data abroad, including outside of the European Economic Area, as herein
specified and pursuant to applicable laws and regulations, does not
15
require your consent thereto, as the processing is necessary to performance of contractual obligations related to implementation,
administration, and management of the Plan. You understand that, pursuant to Section 7 of the Legislative Decree no. 196/2003, you have the
right to, including but not limited to, access, delete, update, correct, or terminate, for legitimate reason, the Data processing.
Furthermore, you are aware that Data will not be used for direct-marketing purposes. In addition, Data provided can be reviewed and
questions or complaints can be addressed by contacting your local human resources representative.
Plan Document Acknowledgement . You acknowledge that you have read and specifically and expressly approve, without limitation, the
following sections of this Agreement: Sections 6, 7, 8, 9, 11, 15, 17, 20 and the Data Privacy provisions include in this Appendix.
Notifications
Foreign Asset/Account Reporting Information . If at any time during the fiscal year you hold foreign financial assets (including cash and
Shares) which may generate income taxable in Italy, you are required to report these assets on your annual tax return (UNICO Form, RW
Schedule) for the year during which the assets are held, or on a special form if no tax return is due. These reporting obligations will also apply
to Italian residents who are the beneficial owners of foreign financial assets under Italian money laundering provisions.
Foreign Asset Tax Information . The value of the financial assets held outside of Italy by Italian residents is subject to a foreign asset
tax. Financial assets include Shares acquired under the Plan. The taxable amount will be the fair market value of the financial assets assessed
at the end of the calendar year. You are encouraged to consult with your personal tax advisor about the foreign financial assets tax.
MEXICO
Terms and Conditions
Acknowledgement of the Agreement . In accepting the Award granted hereunder, you acknowledge that you have received a copy of the
Plan, have reviewed the Plan and this Agreement in their entirety and fully understand and accept all provisions of the Plan and this
Agreement. You further acknowledge that you have read and specifically and expressly approve the terms and conditions of Section 9 of this
Agreement, in which the following is clearly described and established:
(1)
Your participation in the Plan does not constitute an acquired right.
(2)
The Plan and your participation in the Plan are offered by the Company on a wholly discretionary basis.
(3)
Your participation in the Plan is voluntary.
(4)
The Company and the Bunge Group are not responsible for any decrease in the value of the RSUs granted and/or
Shares issued under the Plan.
Labor Law Acknowledgement and Policy Statement . In accepting any Award granted hereunder, you expressly recognize that the Company,
with registered offices at 50 Main Street, White Plains, New York, 10606, U.S.A. is solely responsible for the administration of the Plan and
that your participation in the Plan and acquisition of Shares do not constitute an employment relationship between you and the Company since
you are participating in the Plan on a wholly commercial basis and your sole employer is Servicios Bunge, S.A. de C.V. or Servicios Molinos
Bunge de México, S.A. de C.V., as applicable,
16
(“ Bunge-Mexico ”). Based on the foregoing, you expressly recognize that the Plan and the benefits that you may derive from participation in
the Plan do not establish any rights between you and the Employer, Bunge-Mexico, and do not form part of the employment conditions and/or
benefits provided by Bunge-Mexico and any modification of the Plan or its termination shall not constitute a change or impairment of the terms
and conditions of your employment.
You further understand that your participation in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the
Company reserves the absolute right to amend and/or discontinue your participation in the Plan at any time without any liability to you.
Finally, you hereby declare that you do not reserve to yourself any action or right to bring any claim against the Company for any
compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and you therefore grant a full and broad
release to the Company, its Subsidiaries, shareholders, officers, agents or legal representatives with respect to any claim that may arise.
Spanish Translation
Reconocimiento del Otorgamiento . Al aceptar cualquier Otorgamiento bajo de este documento, usted reconoce que ha recibido una copia del
Plan, que ha revisado el Plan y el Acuerdo en su totalidad, además y que comprende y está de acuerdo con todas las disposiciones del Plan y
del Acuerdo. Asimismo, usted reconoce que ha leído y manifiesta específicamente y expresamente que aprueba de los términos y las
condiciones establecidos en la Sección 9 del Acuerdo, en los que se establece y describe claramente que:
(1)
Su participación en el Plan no constituye un derecho adquirido.
(2)
El Plan y su participación en el mismo son ofrecidos por la Compañía de forma completamente discrecional.
(3)
Su participación en el Plan es voluntaria.
(4)
La Compañía y sus filiales (el “Bunge Group”) no son responsables de ninguna disminución en el valor de las Acciones
Restringidas (“RSUs,” por sus siglas en Inglés) o de las Acciones emitidas mediante el Plan.
Reconocimiento de la Ley Laboral y Declaración de Política . Al aceptar cualquier Otorgamiento bajo este documento, usted reconoce
expresamente que la Compañía, con oficinas registradas y localizadas en 50 Main Street, White Plains, New York, 10606, U.S.A., es la única
responsable por la administración del Plan y que su participación en el mismo y la adquisición de Acciones no constituyen de ninguna manera
una relación laboral entre usted y la Compañía, debido a que su participación en el Plan es únicamente una relación comercial y su único
empleador es Servicios Bunge, S.A. de C.V. o Servicios Molinos Bunge de México, S.A. de C.V., como sea aplicable (“ Bunge-M é xico
”). Derivado de lo anterior, usted reconoce expresamente que el Plan y los beneficios a su favor que pudieran derivar de la participación en el
mismo no establecen ningún derecho entre usted y el Empleador, Bunge-México, y no forman parte de las condiciones laborales y/o los
beneficios otorgados por Bunge-México, y cualquier modificación del Plan o la terminación del mismo no constituirá un cambio o desmejora
de los términos y las condiciones de su trabajo.
Asimismo, usted entiende que su participación en el Plan se ha resultado de la decisión unilateral y discrecional de la Compañía; por lo tanto, la
Compañía se reserva el derecho absoluto de modificar y/o descontinuar su participación en el Plan en cualquier momento y sin ninguna
responsabilidad para usted.
17
Finalmente, usted manifiesta que no se reserva ninguna acción o derecho que origine una demanda en contra de la Compañía por cualquier
compensación o daños y perjuicios en relación con cualquier disposición del Plan o de los beneficios derivados del mismo, y en consecuencia
usted exime amplia y completamente a la Compañía de toda responsabilidad, como así también a sus Filiales, accionistas, directores, agentes o
representantes legales con respecto a cualquier demanda que pudiera surgir.
NETHERLANDS
There are no country-specific provisions.
PARAGUAY
There are no country-specific provisions.
PHILIPPINES
Notifications
Securities Law Information . You are permitted to dispose or sell Shares acquired under the Plan provided the offer and resale of the Shares
takes place outside the Philippines through the facilities of a stock exchange on which the Shares are listed. The Shares are currently listed on
the New York Stock Exchange in the U.S.
POLAND
Notifications
Exchange Control Information . If you hold foreign securities (including Shares) and maintain accounts abroad, you will be required to file
certain reports with the National Bank of Poland on the transactions and balances of the securities and cash deposited in such accounts if the
value of such transactions or balances exceeds PLN 7,000,000 in the aggregate. If required, you must file reports on the transactions and
balances of the accounts on a quarterly basis on special forms available on the website of the National Bank of Poland.
In addition, if you transfer funds in excess of €15,000 into Poland in connection with the sale of Shares under the Plan, the funds must be
transferred via a bank account held at a bank in Poland. You are required to retain the documents connected with a foreign exchange
transaction for a period of five years, as measured from the end of the year in which such transaction occurred.
ROMANIA
Notifications
Exchange Control Information . If you deposit the proceeds from the sale of Shares issued to you at vesting and settlement of the RSUs
(including any Dividend Equivalents) in a bank account in Romania, you may be required to provide the Romanian bank with appropriate
documentation explaining the source of the funds. You should consult your personal advisor to determine whether you will be required to
submit such documentation to the Romanian bank.
18
RUSSIA
Terms and Conditions
U.S. Transaction and Sale Restrictions . You understand that your acceptance of the RSUs results in a contract between you and the Company
that is completed in the U.S. and that this Agreement is governed by the laws of the State of New York, without giving effect to the conflict of
laws principles thereof. Further, any Shares to be issued to you upon vesting and settlement of the Award shall be delivered to you through a
bank or brokerage account in the U.S. You are not permitted to sell the Shares directly to other Russian legal entities or residents.
Securities Law Requirements . Any RSUs granted hereunder, this Agreement, the Plan and all other materials you may receive regarding your
participation in the Plan or any RSUs granted hereunder do not constitute advertising or an offering of securities in Russia. The issuance of
Shares under the Plan has not and will not be registered in Russia; therefore, Shares may not be offered or placed in public circulation in
Russia.
In no event will Shares acquired under the Plan be delivered to you in Russia; all Shares will be maintained on your behalf in the U.S.
Exchange Control Requirements . You understand and agree that, pursuant to Russian exchange control requirements, you will be required to
repatriate to Russia the cash proceeds from the sale of the Shares issued to you upon settlement of the RSUs and from the receipt of any
Dividend Equivalents paid on such Shares, unless such proceeds will be paid into and held in your brokerage account in the U.S., for example,
for reinvestment purposes. As an express statutory exception to this requirement, cash dividends (but not Dividend Equivalents) paid on
Shares can be paid directly into a foreign bank or brokerage account opened with a foreign bank located in Organisation for Economic
Co-operation and Development (“ OECD ”) or Financial Action Task Force (“ FATF ”) countries, without first remitting them to a bank
account in Russia. Other statutory exceptions may apply, and you should consult with your personal legal advisor in this regard.
You further agree to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance
with exchange control requirements in Russia. Without limiting the generality of the foregoing, you acknowledge that the Company reserves
the right, in its sole discretion depending on developments in Russian exchange control laws and regulations, to force the immediate sale of any
Shares to be issued upon vesting of the RSUs. You further agree that, if applicable, the Company is authorized to instruct Morgan Stanley
Smith Barney LLC (or such other broker as may be designated by the Company) to assist with the mandatory sale of such Shares (on your
behalf pursuant to this authorization) and you expressly authorize Morgan Stanley Smith Barney LLC (or such other broker as may be
designated by the Company) to complete the sale of such Shares. You further acknowledge that Morgan Stanley Smith Barney LLC (or such
other broker as may be designated by the Company) is under no obligation to arrange for the sale of the Shares at any particular trading
price. Upon the sale of Shares, you will receive the cash proceeds from the sale of Shares, less any brokerage fees or commissions and subject
to your obligations in connection with the Tax-Related Items.
You are strongly encouraged to contact your personal advisor to confirm the applicable Russian exchange control rules because significant
penalties may apply in the case of non-compliance and because exchange control requirements may change.
19
Labor Law Acknowledgement . You acknowledge that if you continue to hold Shares acquired under the Plan after an involuntary termination
of your employment, you will not be eligible to receive unemployment benefits in Russia.
Notifications
Foreign Asset/Account Reporting Information . Russian residents are required to notify Russian tax authorities within one (1) month of
opening, closing or changing the details of a foreign account. Russian residents also are required to report (i) the beginning and ending
balances in such a foreign bank account each year and (ii) transactions related to such a foreign account during the year to the Russian tax
authorities, on or before June 1 of the following year. The tax authorities can require you to provide appropriate supporting documents related
to transactions in a foreign bank account. You are encouraged to contact your personal advisor before remitting your proceeds from
participation in the Plan to Russia as exchange control requirements may change.
Anti-Corruption Legislation Information . Individuals holding public office in Russia, as well as their spouses and dependent children, may be
prohibited from opening or maintaining a foreign brokerage or bank account and holding any securities, whether acquired directly or indirectly,
in a foreign company (including Shares acquired under the Plan). You should consult with your personal legal advisor to determine whether
this restriction applies to your circumstances.
SINGAPORE
Terms and Conditions
Restriction on Sale and Transferability . You hereby agree that any Shares acquired pursuant to the RSUs will not be offered for sale in
Singapore prior to the six-month anniversary of the Date of Grant, unless such sale or offer is made pursuant to one or more exemptions under
Part XIII Division 1 Subdivision (4) (other than section 280) of the Securities and Futures Act (Chap. 289, 2006 Ed.) (“ SFA ” ).
Notifications
Securities Law Information . The grant of the RSUs is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of
the SFA, on which basis it is exempt from the prospectus and registration requirements under the SFA, and is not made with a view to the
RSUs being subsequently offered for sale to any other party. The Plan has not and will not be lodged or registered as a prospectus with the
Monetary Authority of Singapore.
Chief Executive Officer and Director Notification Requirement . The Chief Executive Officer (“ CEO ”) and the directors, associate directors
and shadow directors of a Singapore Subsidiary are subject to certain notification requirements under the Singapore Companies Act. The
CEO, directors, associate directors and shadow directors must notify the Singapore Subsidiary in writing of an interest ( e.g., RSUs,
Shares, etc.) in the Company or any related company within two (2) business days of (i) its acquisition or disposal, (ii) any change in a
previously disclosed interest ( e.g., when the Shares are sold), or (iii) becoming the CEO or a director, associate director or shadow director.
SOUTH AFRICA
Terms and Conditions
Tax Withholding . The following provision supplements Section 7 of this Agreement:
20
By accepting the RSUs, you agree that, immediately upon vesting and settlement of the RSUs, you will notify your Employer of the amount of
any gain realized. If you fail to advise the Employer of the gain realized upon vesting and settlement, you may be liable for a fine. You will
be solely responsible for paying any difference between your actual tax liability and the amount withheld by the Employer.
Notifications
Exchange Control Information . Because no transfer of funds from South Africa is required under the RSUs, no filing or reporting
requirements should apply when the RSUs are granted or when Shares are issued upon vesting and settlement of the RSUs. However, because
the exchange control regulations are subject to change, you should consult your personal advisor prior to vesting and settlement of the RSUs to
ensure compliance with current regulations. You are responsible for ensuring compliance with all exchange control laws in South Africa.
SPAIN
Terms and Conditions
Labor Law Acknowledgement . The following provision supplements Section 9 of this Agreement:
By accepting the RSUs granted hereunder, you consent to participation in the Plan and acknowledge that you have received a copy of the Plan.
You understand that the Company has unilaterally, gratuitously and in its sole discretion decided to grant RSUs under the Plan to individuals
who may be members of the Board or Employees throughout the world. The decision is a limited decision, which is entered into upon the
express assumption and condition that any RSUs granted will not economically or otherwise bind the Company or any of its Subsidiaries on an
ongoing basis, other than as expressly set forth in this Agreement. Consequently, you understand that the RSUs granted hereunder are given
on the assumption and condition that they shall not become a part of any employment contract (either with the Company or any of its
Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right
whatsoever. Further, you understand and freely accept that there is no guarantee that any benefit whatsoever shall arise from any gratuitous
and discretionary grant of RSUs since the future value of the RSUs and the underlying Shares is unknown and unpredictable. In addition, you
understand that any RSUs granted hereunder would not be made but for the assumptions and conditions referred to above; thus, you
understand, acknowledge and freely accept that, should any or all of the assumptions be mistaken or should any of the conditions not be met for
any reason, then any grant of RSUs or right to RSUs shall be null and void.
Further, the vesting of the RSUs is expressly conditioned on your continued and active rendering of service, such that if your employment
terminates for any reason whatsoever, the RSUs may cease vesting immediately, in whole or in part, effective on the date of your termination
of employment (unless otherwise specifically provided in Section 6 of the Agreement). This will be the case, for example, even if (i) you are
considered to be unfairly dismissed without good cause ( i.e., subject to a “ despido improcedente ”); (ii) you are dismissed for disciplinary or
objective reasons or due to a collective dismissal; (iii) you terminate service due to a change of work location, duties or any other employment
or contractual condition; (iv) you terminate service due to a unilateral breach of contract by the Company or a Subsidiary; or (v) your
employment terminates for any other reason whatsoever. Consequently, upon termination of your employment for any of the above reasons,
you may automatically lose any rights to RSUs that were not vested on the date of your termination of employment, as described in the Plan
and this Agreement.
21
Finally, you acknowledge that you have read and specifically accept the conditions referred to in Section 6 of this Agreement.
Notifications
Securities Law Information . No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the
Spanish territory regarding the RSUs. No public offering prospectus has been, nor will it be, registered with the Comisión Nacional del
Mercado de Valores (Spanish Securities Exchange Commission) (“ CNMV ”). Neither the Plan nor this Agreement constitute a public
offering prospectus and neither has been, nor will either be, registered with the CNMV.
Exchange Control Information . To participate in the Plan, you must comply with exchange control regulations in Spain. You are required to
declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the Shares held in
such accounts, depending on the value of the transactions during the prior tax year or the balances in such accounts as of December 31 of the
prior tax year.
You also must declare any Shares that are acquired under the Plan to the Dirección General de Comercio e Inversiones of the Ministry of
Industry, Tourism and Commerce (the “ DGCI ”). After the initial declaration, the declaration must be filed with the DGCI on a Form D-6 on
an annual basis each January while the Shares are owned. However, if the value of the Shares acquired under the Plan or the amount of the
sale proceeds exceeds €1,502,530, the declaration must be filed within one month of the acquisition or sale, as applicable.
Foreign Asset/Account Reporting Information . If you hold rights or assets ( e.g., Shares or cash held in a bank or brokerage account) outside
of Spain with a value in excess of €50,000 per type of right or asset ( e.g., Shares, cash, etc.) as of December 31, you are required to report
certain information regarding such rights and assets on tax form 720. After such rights and/or assets are initially reported, the reporting
obligation will only apply for subsequent years if the value of any previously-reported rights or assets increases by more than €20,000 or you
sell or otherwise dispose of previously-reported rights or assets. The reporting must be completed by the following March 31.
SWITZERLAND
Notifications
Sec urities Law Information . The Awards are not intended to be publicly offered in or from Switzerland. Because this is a private offering in
Switzerland, the RSUs are not subject to registration in Switzerland. Neither this document nor any other materials relating to the RSUs
constitutes a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations. Finally, neither this document
nor any other materials relating to the RSUs may be publicly distributed nor otherwise made publicly available in Switzerland.
TURKEY
Notifications
Securities Law Information . The RSUs are made available only to Employees and the offer of participation in the Plan is a private
offering. The grant of RSUs and the issuance of Shares at vesting take place outside of Turkey. Furthermore, the sale of Shares acquired
under the Plan is not permitted within Turkey. The Shares are currently traded on the New York Stock Exchange in the U.S. under the ticker
symbol “BG” and Shares may be sold on this exchange.
22
Financial Intermediary Information . Pursuant to Decree No. 32 on the Protection of the Value of the Turkish Currency (“ Decree 32 ”) and
Communiqué No. 2008-32/34 on Decree No. 32, any activity related to investments in foreign securities ( e.g., the sale of Shares acquired
under the Plan) must be conducted through a bank or financial intermediary institution licensed by the Turkish Capital Markets Board and
should be reported to the Turkish Capital Markets Board. You are solely responsible for complying with this requirement and should contact
your personal legal advisor for further information regarding your obligations in this respect.
UKRAINE
Terms and Conditions
Form and Timing of Payment . The following provision supplements Section 4 of this Agreement.
Notwithstanding anything to the contrary in this Agreement or the Plan, you will not receive any Shares upon settlement of the RSUs
(including any Dividend Equivalents). Instead, you will receive a cash payment equal in value to the Fair Market Value of the Shares
(including any Dividend Equivalents) on the date the Shares would otherwise be issued to you.
Any cash payment received upon settlement of the RSUs (including any Dividend Equivalents) will be paid to you through local payroll in the
Ukraine. In no event will payments under the Plan be made to you into an account outside of the Ukraine.
UNITED KINGDOM
Terms and Conditions
Tax Withholding . The following provisions supplement Section 7 of this Agreement:
You agree that, if you do not pay or the Employer or the Company does not withhold from you the full amount of income tax that you owe at
vesting of the RSUs (including any Dividend Equivalents), or the release or assignment of the RSUs (including any Dividend Equivalents) for
consideration, or the receipt of any other benefit in connection with the RSUs (the “ Taxable Event ”) within 90 days of the U.K. tax year
within which the Taxable Event occurs, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions)
Act 2003 (the “ Due Date ”), then the amount that should have been withheld shall constitute a loan owed by you to the Employer, effective as
of the Due Date. You agree that the loan will bear interest at the Her Majesty’s Revenue and Customs’ (“ HMRC ”) official rate and will be
immediately due and repayable by you, and the Company and/or the Employer may recover it at any time thereafter by any of the means set
forth in Section 7 of this Agreement.
Notwithstanding the foregoing, if you are an executive officer or director (within the meaning of Section 13(k) of the Exchange Act), the terms
of the immediately foregoing provision will not apply. In the event that you are an executive officer or director and income tax is not collected
from or paid by you by the Due Date, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax
and National Insurance contributions (“ NICs ”) may be due. You will be responsible for reporting and accounting for any income tax due on
this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer, as applicable,
for the value of any NICs due on this additional benefit, which the Company or the Employer may recover at any time thereafter by any of the
means set forth in Section 7 of this Agreement.
23
UNITED STATES
Notifications
Foreign Asset/Account Reporting Information . The Foreign Account Tax Compliance Act (“ FATCA ”), pertains to U.S. citizens and/or U.S.
taxpayers who participate in or hold equity-based awards ( e.g., stock options, RSUs, performance units) in one or more equity compensation
plans offered by the Company. Under FATCA, the Company is considered a “non-U.S. issuer” with the result that you may have reporting
obligations on Form 8938 when filing your annual income tax return. Information regarding Form 8938 is available at
http://www.irs.gov/pub/irs-pdf/i8938.pdf.
These reporting obligations apply to the extent the aggregate value of your holdings (when aggregated with other specified foreign financial
assets held by you) exceed certain thresholds. The threshold amounts of the value of the equity holdings (and other foreign assets) that trigger
the reporting obligations depend on your filing status ( e.g., unmarried/married filing separately) and whether you reside in the U.S. or outside
of the U.S. Shares issued by a non-U.S. issuer that are held in a financial account maintained by a U.S. financial institution (such as a
brokerage firm) are not subject to these reporting requirements. However, it is not clear under current guidance whether rights to acquire
Shares, such as RSUs ( i.e., as opposed to Shares you own), are eligible for this exception. You are encouraged to consult your personal tax
advisor to determine whether these FATCA reporting requirements apply to you as a result of your equity holdings in the Company, including
the RSUs or Shares you acquire under the Plan.
URUGUAY
There are no country-specific provisions.
VIETNAM
Terms and Conditions
Form and Timing of Payment . The following provision supplements Section 4 of this Agreement.
Notwithstanding anything to the contrary in this Agreement or the Plan, you will not receive any Shares upon settlement of the RSUs
(including any Dividend Equivalents). Instead, you will receive a cash payment equal in value to the Fair Market Value of the Shares
(including any Dividend Equivalents) on the date the Shares would otherwise be issued to you.
Any cash payment received upon settlement of the RSUs (including any Dividend Equivalents) will be paid to you through local payroll in
Vietnam. In no event will payments under the Plan be made to you into an account outside of Vietnam.
24
Exhibit 10.34
BUNGE LIMITED
2016 EQUITY INCENTIVE PLAN
GLOBAL RESTRICTED STOCK UNIT AGREEMENT
1.
General. Unless otherwise defined herein, the terms defined in the Bunge Limited 2016 Equity Incentive Plan (the “ Plan ”)
shall have the same defined meanings in this Global Restricted Stock Unit Agreement and any terms and conditions applicable to the country
included in the Country-Specific Appendix (if any) attached hereto as Exhibit A (the “ Appendix ”) (collectively, this “ Agreement ”). The
Plan, which is incorporated by reference, and this Agreement constitute the entire understanding and agreement between you and Bunge
Limited (the “ Company ”) regarding the Restricted Stock Units (“ RSUs ”) specified in your account.
2.
Grant of RSUs . Subject to the terms and conditions of the Plan and this Agreement, effective as of the date specified in your
account (the “ Date of Grant ”), the Company grants you the number of RSUs specified in your account. Each RSU is equivalent to one Share
for purposes of determining the number of Shares subject to the RSU.
3.
Vesting of RSUs . Subject to the terms and conditions of the Plan and this Agreement, the RSUs and related accrued Dividend
Equivalents shall vest [
] per year on each of the first [
] anniversaries of the Date of Grant (the “ Vesting Date ”), provided that you
remain continuously employed by the Company or a Subsidiary on the Vesting Date.
4.
Form and Timing of Payment. Subject to the terms and conditions of the Plan and this Agreement, each vested RSU, plus
related Dividend Equivalents, will be paid as soon as practical after the Vesting Date, but in no event later than sixty (60) days following the
Vesting Date; provided, however, that you will not be permitted, directly or indirectly, to designate the taxable year of the distribution.
5.
Dividend Equivalents . If the Board declares a cash dividend on the Shares, you will be entitled to a Dividend Equivalent, to be
credited to your account on the dividend payment date established by the Company, equal to the cash dividends payable on the same number of
Shares as the number of unvested RSUs credited to your account on the dividend record date established by the Company. Any Dividend
Equivalent will be in the form of additional whole RSUs, will be subject to the same terms and Vesting Dates as the corresponding RSUs, and
will be paid at the same time and in the same manner as the corresponding RSUs. The number of additional RSUs credited to your account on
the dividend payment date (rounded down to the nearest whole RSU) will be determined by (x) multiplying the number of unvested RSUs as of
the dividend record date (including any unvested RSUs previously credited to your account as a result of Dividend Equivalents) by (y) the
quotient of the cash dividend to be paid per Share, divided by the Fair Market Value per Share on the dividend payment date. Dividend
Equivalents will vest at the same time as their corresponding RSUs and convert into the right to receive Shares only to the extent the underlying
RSUs vest and become payable.
6.
Effect of Termination of Employment .
6.1
Termination of Employment for Cause; Resignation for any Reason; Breach of Restrictive Covenant . If your
employment with the Company or a Subsidiary is terminated for Cause, you resign your employment with the Company or a
Subsidiary for any reason, or you
breach any of the provisions set forth in Section 8 of this Agreement, any unvested RSUs (and related Dividend Equivalents), or
vested RSUs (and related Dividend Equivalents) that have not yet been settled, will immediately be cancelled and forfeited without
payment.
6.2
Termination of Employment without Cause or on Account of Disability, death or Retirement . If your employment
with the Company or a Subsidiary is terminated without Cause or on account of death, Disability or Retirement (for purposes of this
Agreement, defined as your termination of employment after attaining (i) age 65 or (ii) age 55 with ten (10) years of completed
service with the Company or a Subsidiary), any unvested RSUs (and related Dividend Equivalents) will vest on a pro rata basis and
will be payable as soon as practical following your termination of employment, provided that in no event will payment be made later
than sixty (60) days following such termination. The pro rata calculation will be determined by multiplying (x) the number of Shares
subject to the RSU on the Date of Grant, by (y) a fraction, with a numerator equal to the number of days from the Date of Grant
through the date of your termination of employment, and a denominator equal to the number of days from the Date of Grant through
the Vesting Date.
6.3
Termination of Employment without Cause following a Change of Control . Unless specifically prohibited by the Plan
or unless the Committee provides otherwise prior to a Change of Control, upon the occurrence of a Change of Control and a
termination of your employment with the Company or a Subsidiary without Cause on or before the second anniversary of the
occurrence of a Change of Control, any unvested RSUs (and related Dividend Equivalents) will vest in full and will be payable as
soon as practical following your termination of employment, provided that in no event will payment be made later than sixty (60) days
following such termination.
6.4
Specified Employees . For United States (“ U.S. ”) taxpayers, notwithstanding anything herein to the contrary, if you
are a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), as determined under the Company’s established
methodology for determining specified employees, at the time of your separation from service, any payment hereunder that provides
for a “deferral of compensation” within the meaning of Section 409A shall not be paid or commence to be paid on any date prior to
the first business day after the date that is six months following your separation from service; provided, however, that a payment
delayed pursuant to this Section 6.4 shall commence earlier in the event of your death prior to the end of the six-month period.
7.
Tax Withholding .
7.1
You acknowledge and agree the Company may refuse to issue or deliver Shares or the proceeds of the sale of Shares to
you until satisfactory arrangements (as determined by the Company) have been made for the payment of income, employment, social
insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to your participation in the Plan and
legally applicable to you, including, without limitation, in connection with the grant, vesting and settlement of the RSUs, the
subsequent sale of Shares acquired upon settlement of the RSUs and the receipt of any Dividend Equivalents (“ Tax-Related Items ”)
that the Company determines must be withheld. If you are a non-U.S. employee, the method of payment of Tax-Related Items may
be restricted by the Appendix.
7.2
The Company has the right (but not the obligation) to satisfy any Tax-Related Items by (i) withholding from proceeds
of the sale of Shares acquired upon the settlement of the RSUs
2
through a sale arranged by the Company (on your behalf pursuant to this authorization without further consent), (ii) requiring you to
pay cash, (iii) withholding from any wages or other cash compensation payable to you by the Company or your employer (the “
Employer ”), and/or (iv) reducing the number of Shares otherwise deliverable to you. The Company will have discretion to determine
the method of satisfying Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective
agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a
combination of the aforementioned withholding methods. Depending on the withholding method, the Company may withhold or
account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates,
including maximum applicable rates, in which case you will receive a refund of any over-withheld amount in cash with no entitlement
to the Share equivalent or if not refunded, you may seek a refund from the local tax authorities. If the obligation for Tax-Related
Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to
the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax -Related Items.
7.3
If you are subject to taxation in more than one jurisdiction, you acknowledge that the Company and/or, if different, your
current or former Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
7.4
Regardless of any action of the Company or the Employer, you acknowledge that the ultimate liability for all
Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the
Employer. You further acknowledge that the Company and the Employer (x) make no representations or undertakings regarding the
treatment of any Tax-Related Items in connection with any aspect of the RSUs; and (y) do not commit to and are under no obligation
to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items or achieve any
particular tax result.
8.
Restricted Covenants .
8.1
Confidentiality . You acknowledge and agree with the Company that you shall not at any time, except in the
performance of your obligations to the Company or with the prior written consent of the Company, directly or indirectly, reveal to any
person, entity or other organization (other than the Company, its parent companies and subsidiaries (individually and as a group, the “
Bunge Group ”) or use for your own benefit any information deemed to be confidential by any member of the Bunge Group (“
Confidential Information ”) relating to the assets, liabilities, employees, goodwill, business or affairs of any member of the Bunge
Group, including, without limitation, any information concerning past, present or prospective customers, manufacturing processes,
marketing data, financial or commercial information, business plans or other Confidential Information used by, or useful to, any
member of the Bunge Group and known to you by reason of your employment by, shareholdings in or other association with any
member of the Bunge Group. You further agree that you shall retain all copies and extracts of any written Confidential Information
acquired or developed by you during any such employment, shareholding or association in trust for the sole benefit of the Bunge
Group and its successors and assigns. You further agree that you shall not, without the prior written consent of the Company, remove
or take from the Bunge Group’s premises (or, if previously removed or taken, you shall, at the Company’s request, promptly return)
any written Confidential Information or any copies or extracts thereof. Upon the request and at the expense of the Company, you
shall promptly make all disclosures, execute all instruments and papers and perform all acts
3
reasonably necessary to vest and confirm in the Bunge Group, fully and completely, all rights created or contemplated by this
Section 8.1. The term “Confidential Information” shall not include information that is or becomes generally available to the public
other than as a result of a disclosure by you, or at your direction.
8.2
No Competing Employment. You agree with the Company that, for so long as you are employed by the Bunge Group
and continuing until the last day of the twelfth month following your termination of employment for any reason (such period to be
referred to as the “ Restricted Period ”), you shall not, without the prior written consent of the Company, directly or indirectly, and
whether as principal or investor or as an employee, officer, director, manager, partner, consultant, agent or otherwise, alone or in
association with any other person, firm, corporation or other business organization, engage in a business competitive to that of the
Bunge Group; provided, however , that nothing herein shall limit your right to own not more than 5% of any of the debt or equity
securities of any business organization that is then filing reports with the U.S. Securities and Exchange Commission pursuant to
Section 13 or 15(d) of the Exchange Act. The Restricted Period shall be extended by the length of any period during which you are in
breach of any of the terms of this Section 8.
8.3
Restrictions on Solicitation . During the Restricted Period, you agree with the Company that you shall not in any way,
directly or indirectly (except in the course of your employment with the Company), (x) call upon, solicit, advise or otherwise do, or
attempt to do, business with any person who is, or was, during the then most recent 12-month period, a customer of any member of the
Bunge Group (or any other entity that you know is a potential customer with respect to specific products of the Bunge Group and with
which you have had contact during the period of your employment with the Bunge Group), for purposes of competing with the Bunge
Group, (y) take away or interfere or attempt to take away or interfere with any custom, trade or business of any member of the Bunge
Group, or (z) interfere with or attempt to interfere with any person who is, or was during the then most recent 12-month period, an
employee, officer, representative or agent of any member of the Bunge Group, or hire, solicit, induce or attempt to solicit or induce
any of them to terminate their service with any member of the Bunge Group or violate the terms of their contracts or any employment
arrangements, with any member of the Bunge Group. The Restricted Period shall be extended by the length of any period during
which you are in breach of any of the terms of this Section 8.
8.4
Application of Covenants . The activities described in this Section 8 shall be prohibited regardless of whether
undertaken by you in an individual or representative capacity, and regardless of whether performed for your own account or for the
account of any other individual, partnership, firm, corporation or other business organization (other than the Company).
8.5
Injunctive Relief . Without limiting the remedies available to the Company, you acknowledge that a breach of any of
the covenants contained in this Section 8 may result in irreparable injury to the Company for which there is no adequate remedy at
law, that it shall not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof,
the Company shall be entitled to seek a temporary restraining order or a preliminary or permanent injunction restraining you from
engaging in activities prohibited by this Section 8 or such other relief as may be required to specifically enforce any of the covenants
in this Section 8.
9.
Acknowledgements and Agreements . You agree, accept and acknowledge the following:
4
(a)
THE RSUS AND THIS AGREEMENT DO NOT CREATE AN EXPRESS OR IMPLIED PROMISE OF
CONTINUED EMPLOYMENT FOR ANY PERIOD, AND WILL NOT INTERFERE IN ANY WAY WITH YOUR RIGHT OR THE
RIGHT OF THE COMPANY OR THE EMPLOYER TO TERMINATE YOUR EMPLOYMENT AT ANY TIME, WITH OR WITHOUT
CAUSE.
(b)
The delivery of the Plan, this Agreement, the Plan’s prospectus and any reports of the Company provided generally to
the Company’s shareholders, may be made by electronic delivery. Such means of electronic delivery may include but do not necessarily
include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the
document via e-mail or such other means of electronic delivery specified by the Company. By electronically accepting this Agreement, you
agree to the following: “This electronic contract contains my electronic signature, which I have executed with the intent to sign this
Agreement.”
(c)
All decisions or interpretations of the Committee or the Company regarding the Plan, this Agreement and the RSUs
shall be binding, conclusive and final on you and all other interested persons.
(d)
The Plan is established voluntarily by the Company, it is discretionary in nature, and may be modified, amended,
suspended or terminated by the Company at any time, to the extent permitted by the Plan.
(e)
The grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive
future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past.
(f)
All decisions regarding future Awards, if any, will be at the discretion of the Company.
(g)
You are voluntarily participating in the Plan.
(h)
The RSUs and any underlying Shares, and the income from and value of same, are not intended to replace any pension
rights or compensation.
(i)
The RSUs and any underlying Shares, and the income from and value of same, are not part of normal or expected
compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses,
holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments.
(j)
Unless otherwise agreed with the Company in writing, the RSUs and any underlying Shares, and the income from and
value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary.
(k)
The future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty.
(l)
For purposes of the RSUs, your employment will be considered terminated as of the date you cease to actively provide
services to the Company, the Employer or any member of the Bunge Group (regardless of the reason for such termination and whether or not
the termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your
employment agreement, if any). The Committee shall have the exclusive discretion to determine when
5
you are no longer actively providing services for the purpose of your RSU grant (including whether you may still be considered to be providing
services while on a leave of absence).
(m)
Unless otherwise expressly provided in this Agreement or determined by the Company, any right to vest in the RSUs
will terminate as of the date described in the previous paragraph and will not be extended by any notice period ( e.g., your period of service
would not include any contractual notice period, period of pay in lieu of such notice, any period of “garden leave” or similar period mandated
under applicable law).
(n)
No claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the
termination of your employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach
of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any.
(o)
The following provisions apply if you are providing services outside the U.S.:
(i).
The RSUs and any underlying Shares, and the income from and value of same, are not part of normal or
expected compensation or salary for any purpose.
(ii).
None of the Company, the Employer, or any member of the Bunge Group will be liable for any foreign
exchange rate fluctuation between your local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due to you
pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.
10.
No Advice Regarding Grant . The Company is not providing any tax, legal or financial advice, nor is the Company making any
recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares.
11.
Compensation Recovery Policy . The RSUs are subject to the terms of any compensation recovery policy or policies established
by the Company as may be amended from time to time (“ Compensation Recovery Policy ”). The Company hereby incorporates into this
Agreement the terms of the Compensation Recovery Policy.
12.
Section 409A Compliance. This Section 12 may not apply if you are not a U.S. taxpayer. The RSUs are intended to comply
with Section 409A or an exemption thereunder, and, accordingly, to the maximum extent permitted, the RSUs and this Agreement shall be
interpreted and administered in compliance therewith. Notwithstanding any other provision of this Agreement, payments provided pursuant to
this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments
pursuant to this Agreement that may be excluded from Section 409A as a short-term deferral shall be excluded from Section 409A to the
maximum extent possible. To the extent that any provision of this Agreement would cause a conflict with the requirements of Section 409A or
would cause the administration of the RSUs to fail to satisfy Section 409A, such provision shall be deemed null and void to the extent
permitted by applicable law. Nothing herein shall be construed as a guarantee of any particular tax treatment. The Company makes no
representation that this Agreement or the RSUs comply with Section 409A and in no event shall the Company be liable for the payment of any
taxes and penalties that you may incur under Section 409A.
13.
Rights as Shareholder . Neither you nor any person claiming under or through you will have any of the rights or privileges of a
shareholder of the Company in respect of any Shares deliverable hereunder
6
unless and until Shares have been issued and recorded on the records of the Company or its transfer agents or registrars.
14.
Appendix . If applicable, the RSUs are subject to any additional terms and conditions for the country set forth in the
Appendix. If you relocate to another country, the terms and conditions for that country (if any) will apply to you to the extent the Company
determines that applying such terms and conditions are necessary or advisable for legal or administrative reasons.
15.
Language . If you have received this Agreement or any other document related to the Plan translated into a language other than
English and if the meaning of the translated version is different from the English version, the English version will control.
16.
Notices. Any notice to be given under this Agreement to the Company will be addressed to: Bunge Limited, 50 Main Street,
6th Floor, White Plains, New York 10606, Attention: Chief Human Resources Officer. Any notice to be given under this Agreement to you
will be provided to the physical or electronic mail address maintained in the Company’s records; or in either case, at such other address as the
Company or you, as the case may be, may hereafter designate in writing.
17.
Governing Law; Venue. To the extent not preempted by federal law, the RSUs and this Agreement will be governed by and
construed in accordance with the laws of the State of New York, without regard to its conflicts of law provisions. The parties agree that any
legal action, suit or proceeding arising from or related to this Agreement shall be instituted exclusively in the state courts of New York located
in New York County or in the federal courts for the United States for the Southern District of New York and no other courts. The parties
consent to the personal jurisdiction of such courts over them, waive all objections to the contrary, and waive any and all objections to the
exclusive location of legal proceedings in New York County or in the federal courts for the U.S. for the Southern District of New York.
18.
RSUs Not Transferable . The RSUs and the rights and privileges conferred by the RSUs may not be transferred, assigned,
pledged or hypothecated in any manner (whether by operation of law or otherwise) other than by will or by the laws of descent or
distribution. The terms of the Plan and this Agreement shall be binding upon your executors, administrators, heirs, successors and assigns.
19.
Additional Conditions to Issuance of Stock . If at any time the Company determines, in its discretion, that the listing,
registration or qualification of the Shares upon any securities exchange or under any foreign, state, federal law, or the consent or approval of
any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to you (or your estate), such issuance
will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any
conditions not acceptable to the Company.
20.
Imposition of Other Requirements . The Company reserves the right to impose other requirements on your participation in the
Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or
administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the
foregoing.
21.
I nsider-Trading/Market-Abuse Laws . You acknowledge that, depending on your country, you may be subject to
insider-trading restrictions and/or market-abuse laws, which may affect your ability to acquire or sell Shares acquired under the Plan during
such times as you are considered to have “inside information” regarding the Company (as defined by the laws in your country). Any
restrictions under
7
these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company
insider-trading policy. You are responsible for complying with any applicable restrictions and are encouraged to speak to your personal legal
advisor for further details regarding any applicable insider-trading and/or market-abuse laws in your country.
22.
Foreign Asset/Account Reporting Requirements; Exchange Controls . You acknowledge that your country may have certain
foreign asset and/or foreign account reporting requirements and exchange controls which may affect your ability to acquire or hold Shares
acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on Shares acquired under the Plan)
in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other
authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the
Plan to your country through a designated bank or broker within a certain time after receipt. You acknowledge that it is your responsibility to
be compliant with such regulations and are encouraged to consult your personal legal advisor for any details.
23.
Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining parts of the Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid
provision had not been included.
24.
Modifications to this Agreement . Amendments or modifications to this Agreement that adversely affect the RSUs in any
material way may only be made with your written consent. Notwithstanding anything to the contrary in the Plan or this Agreement, the
Company reserves the right to revise this Agreement as it deems necessary or advisable, in its discretion and without your consent, to comply
with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to the RSUs,
or to comply with other applicable laws.
25.
Waiver . You acknowledge that a waiver by the Company of breach of any provision of this Agreement shall not operate or be
construed as a waiver of any other provision of this Agreement or of any subsequent breach of this Agreement.
26.
Data Privacy .
26.1
You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of
your personal data as described in this Agreement and any other grant materials by and among, as applicable, the Company, the
Employer, and any member of the Bunge Group for the exclusive purpose of implementing, administering and managing your
participation in the Plan .
26.2
You understand that the Company, the Employer and members of the Bunge Group may hold certain personal
information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth,
social insurance number, passport or other identification number, salary, nationality, residency, status, job title, any shares of
stock or directorships held in the Company, the Employer, or the Bunge Group, details of the RSUs or any other entitlement to
stock awarded, canceled, exercised, vested, unvested or outstanding in your favor (collectively “ Data ”), for the exclusive purpose
of implementing, administering and managing the Plan.
8
26.3
You understand that Data will be transferred to the Company, the Employer, any member of the Bunge Group, or one
or more stock plan service providers as may be selected by the Company from time to time, which is assisting the Company with the
implementation, administration and management of the Plan. You understand that the recipients of the Data may be located in
the U.S. or elsewhere, and that the recipient’s country of operation (e.g., the U.S.) may have different data privacy laws and
protections than your country. You understand that if you reside outside the U.S., you may request a list with the names and
addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the
Company and any other possible recipients which may assist the Company (presently or in the future) with implementing,
administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole
purposes of implementing, administering and managing your participation in the Plan. You understand that Data will be held
only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that if you
reside outside the U.S., you may, at any time, view Data, request additional information about the storage and processing of Data,
require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in
writing your local human resources representative. Further, you understand that you are providing the consents herein on a
purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your engagement as an employee and
career with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Company
would not be able to grant RSUs or other equity awards to you or administer or maintain such awards. Therefore, you understand
that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the
consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human
resources representative.
9
EXHIBIT A
BUNGE LIMITED
2016 EQUITY INCENTIVE PLAN
GLOBAL RESTRICTED STOCK UNIT AGREEMENT
TERMS AND CONDITIONS
This Appendix, which is part of the Agreement, includes additional or different terms and conditions that govern the RSUs and that will apply
to you if you are in one of the countries listed below. Unless otherwise defined herein, capitalized terms set forth in this Appendix shall have
the meanings ascribed to them in the Plan or the Global Restricted Stock Unit Agreement, as applicable.
If you are a citizen or resident of a country other than the one in which you are currently working and/or residing, are considered a resident of
another country for local law purposes or transfer residency between countries after the Date of Grant, the Company shall, in its sole discretion,
determine to what extent the terms and conditions included herein will apply to you under these circumstances.
NOTIFICATIONS
This Appendix also includes information regarding securities, exchange control and certain other issues of which you should be aware with
respect to your participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective
countries as of June 2016. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not
rely on the information in this Appendix as the only source of information relating to the consequences of your participation in the Plan
because such information may be outdated when you vest in this Award and/or sell any Shares acquired at vesting.
In addition, the information contained herein is general in nature and may not apply to your particular situation. As a result, the Company is
not in a position to assure you of any particular result. You, therefore, are encouraged to seek appropriate professional advice as to how the
relevant laws in your country may apply to your particular situation.
Finally, if you are a citizen or resident of a country other than that in which you are currently working and/or residing, are considered a resident
of another country for local law purposes or transfer residency to a different country after the Date of Grant, the information contained herein
may not apply in the same manner to you.
10
ARGENTINA
Notifications
Securities Law Information . Nether the RSUs nor the Shares subject to the RSUs are publicly offered or listed on any stock exchange in
Argentina. The offer is private and not subject to the supervision of any Argentine governmental authority.
Foreign Asset/Account Reporting Information . If you hold Shares (acquired upon settlement of the RSUs, any Dividend Equivalents or
otherwise) as of December 31, you are required to report certain information regarding the Shares on your annual tax return. In addition, when
you acquire, sell, transfer or otherwise dispose of Shares, you must register the transaction with the Federal Tax Administration.
AUSTRALIA
Notifications
Australian Offer Document . The offer of RSUs (including the Dividend Equivalents) is intended to comply with the provisions of the
Corporations Act 2001, ASIC Regulatory Guide 49 and ASIC Class Order CO 14/1000. Additional details are set forth in the Offer
Document, which will be provided to you with this Agreement.
Tax Information . The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (the “ Act ”) (subject
to the conditions in the Act).
BELGIUM
Notifications
Foreign Asset/Account Reporting Information . You are required to report any securities ( e.g., Shares acquired under the Plan) or bank
accounts (including brokerage accounts) held outside of Belgium on your annual tax return. You are also required to complete a separate
report providing the National Bank of Belgium with details regarding any such account, including the account number, the name of the bank in
which such account is held and the country in which such account is located.
BRAZIL
Terms and Conditions
Nature of Grant . The following provision supplements Section 9 of this Agreement:
In accepting the RSUs, you acknowledge, understand and agree that (i) you are making an investment decision, (ii) you will be entitled to vest
in, and receive Shares pursuant to, the RSUs (including any Dividend Equivalents) only if the vesting conditions are met and any necessary
services are rendered by you between the Date of Grant and the Vesting Date, and (iii) the value of the underlying Shares is not fixed and may
increase or decrease without compensation to you.
Compliance with Law . In accepting the RSUs, you agree to comply with all applicable Brazilian laws and report and pay any and all
applicable Tax-Related Items associated with the vesting and settlement of the RSUs (including any Dividend Equivalents), the sale of any
Shares acquired under the Plan, and the receipt of any dividends.
11
Notifications
Foreign Asset/Account Reporting Information . If you are a resident or domiciled in Brazil, you will be required to submit an annual
declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or
greater than US$100,000. The assets and rights that must be reported include Shares acquired under the Plan.
Tax on Financial Transaction (“IOF”) . Cross-border financial transactions relating to the RSUs (including any Dividend Equivalents) may be
subject to the IOF (tax on financial transactions). You are encouraged to consult with your personal tax advisor for additional details.
CANADA
Terms and Conditions
Form and Timing of Payment . The following provision supplements Section 4 of this Agreement:
Notwithstanding anything to the contrary in the Agreement or Section 5.4 of the Plan, the RSUs (including any Dividend Equivalents) will be
settled in Shares only, not cash.
Forfeiture upon Termination of Services . The following provision replaces Section 9(l) of this Agreement:
(l) For purposes of the RSUs (including any Dividend Equivalents), your employer-employee or service relationship will be considered
terminated as of the date that is the earlier of: (i) the date of termination of employment, (ii) the date you receive notice of termination from the
Employer, or (iii) the date you are no longer actively providing services (regardless of the reason for such termination and whether or not the
termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your
employment agreement, if any). The Committee shall have the exclusive discretion to determine when you are no longer actively providing
services for the purpose of your RSU grant (including whether you may still be considered to be providing services while on a leave of
absence).
The following provisions will apply if you are a resident of Quebec:
Language Consent . The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices, and legal
proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.
Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention (« Agreement »), ainsi que de tous documents, avis et
procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention.
Data Privacy . The following provision supplements Section 26 of this Agreement:
You hereby authorize the Company and the Company’s representatives to discuss and obtain all relevant information from all personnel,
professional or non-professional, involved in the administration of the Plan. You further authorize the Company, the Employer, its other
Subsidiaries and the Committee to disclose and discuss the Plan with their advisors. You further authorize the Company, the Employer and
any other Subsidiary to record such information and to keep such information in your employee file.
12
Notifications
Securities Law Information . You are permitted to sell Shares acquired under the Plan through the designated broker appointed under the Plan,
if any, provided the sale of the Shares acquired under Plan takes place outside of Canada through the facilities of a stock exchange on which the
Shares are listed ( i.e. , the New York Stock Exchange).
Foreign Asset/Account Reporting Information . If you are a Canadian resident, you must report annually on Form T1135 (Foreign Income
Verification Statement) the foreign property (including Shares acquired under the Plan) you hold if the total cost of such foreign property
exceeds C$100,000 at any time during the year. Unvested RSUs (including any Dividend Equivalents) also must be reported (generally at nil
cost) on Form T1135 if the C$100,000 threshold is exceeded due to other foreign property you hold. If Shares are acquired, their cost
generally is the adjusted cost base (“ ACB ”) of the Shares. The ACB would normally equal the fair market value of the Shares at vesting, but
if you own other shares, this ACB may have to be averaged with the ACB of the other shares. The Form T1135 must be filed at the same time
you file your annual tax return. You should consult your personal legal advisor to ensure compliance with applicable reporting obligations.
CHINA
Terms and Conditions
Form and Timing of Payment . The following provision supplements Section 4 of this Agreement.
Notwithstanding anything to the contrary in this Agreement or the Plan, you will not receive any Shares upon settlement of the RSUs
(including any Dividend Equivalents). Instead, you will receive a cash payment equal in value to the Fair Market Value of the Shares
(including any Dividend Equivalents) on the date the Shares would otherwise be issued to you.
Any cash payment received upon settlement of the RSUs (including any Dividend Equivalents) will be paid to you through local payroll in
China. In no event will payments under the Plan be made to you into an account outside of China.
COLOMBIA
Terms and Conditions
Labor Law Acknowledgement . You acknowledge that pursuant to Article 128 of the Colombian Labor Code, the Plan and related benefits do
not constitute a component of “salary” for any purposes. Therefore, the RSUs and related benefits will not be included and/or considered for
purposes of calculating any and all labor benefits, such as legal/fringe benefits, vacations, indemnities, payroll taxes, social insurance
contributions and/or any other labor-related amount which may be payable.
Securities Law Information . The Shares are not and will not be registered in the Colombian registry of publicly traded securities ( Registro
Nacional de Valores y Emisores ). Therefore, the Shares may not be offered to the public in Colombia. Nothing in this document should be
construed as the making of a public offer of securities in Colombia.
Notifications
Exchange Control Information . Investment in assets located abroad (such as Shares acquired under the Plan) does not require prior
approval. However, if the value of your aggregate investments held abroad,
13
including Shares, as of December 31 of the applicable calendar year equals or exceeds US$500,000, these investments must be registered with
the Central Bank ( Banco de la Republica ). Upon the sale or disposition of the investments, you may either choose to keep the resulting sums
abroad or to repatriate them to Colombia. If you choose to repatriate funds to Colombia and you have not registered the investment with the
Central Bank, you will need to file Form No. 5 with the Central Bank upon conversion of funds into local currency, which should be duly
completed to reflect the nature of the transaction. If you have registered the investment with the Central Bank, then you will need to file
Form No. 4 with the Central Bank upon conversion of funds into local currency, which should be duly completed to reflect the nature of the
transaction. If you immediately sell the Shares acquired upon vesting of the RSUs, no registration is required since no Shares will be held
abroad. You are advised to consult with a personal advisor to ensure you comply with the applicable reporting obligations.
FINLAND
There are no country-specific provisions.
FRANCE
Terms and Conditions
Language . By accepting the grant, you confirm having read and understood the Plan and Agreement which were provided in the English
language. You accept the terms of these documents accordingly.
En acceptant l’attribution, vous confirmez avoir lu et compris le Plan et le Contrat, qui ont été communiqués en langue anglaise. Vous
acceptez les termes de ces documents en connaissance de cause.
Notifications
Tax Information . The RSUs (including any Dividend Equivalents) are not intended to be French tax-qualified awards.
Foreign Asset/Account Reporting Information . French residents must report all foreign bank and brokerage accounts on an annual basis
(including accounts opened or closed during the tax year) on a specific form together with the income tax return. Failure to comply could
trigger significant penalties.
GERMANY
There are no country-specific provisions.
HUNGARY
There are no country-specific provisions.
INDIA
Notifications
Exchange Control Information . You are required to repatriate any proceeds from the sale of Shares acquired under the Plan to India within 90
days of receipt and any dividends within 180 days of receipt. You must obtain a foreign inward remittance certificate (“ FIRC ”) from the
bank where you deposit the foreign currency and should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve
Bank of India or the Employer requests proof of repatriation. You are responsible for complying with applicable exchange control laws in
India.
14
Because exchange control restrictions in India change frequently, you are advised to consult with your personal advisor before taking any
action under the Plan.
Foreign Asset/Account Reporting Information . You are required to declare any foreign bank accounts and any foreign financial assets
(including Shares held outside India) in your annual tax return. You are solely responsible for complying with this reporting obligation and are
encouraged to consult with your personal tax advisor in this regard.
ITALY
Terms and Conditions
Data Privacy . The following provisions replace Section 26 of this Agreement in its entirety:
You understand that the Company, the Employer and any other Subsidiary may hold certain personal information about you, including, but not
limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification
number, salary, nationality, job title, any shares or directorships held in the Company or any Subsidiary, details of all RSUs, or any other
entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in your favor (“ Data ”), for the exclusive purpose of
implementing, managing and administering the Plan.
You also understand that providing the Company with Data is necessary for the performance of the Plan and that your refusal to provide Data
would make it impossible for the Company to perform its contractual obligations and may affect your ability to participate in the Plan. The
controller of personal data processing is Bunge Limited with registered offices at 50 Main Street, White Plains, New York, 10606, U.S.A., and,
pursuant to Legislative Decree no. 196/2003, its representative in Italy is Bunge Italia Spa., with registered offices at Via Baiona, 203 - 48123
Ravenna, Italy.
You understand that Data will not be publicized. You understand that Data may also be transferred to the independent registered public
accounting firm engaged by the Company. You further understand that the Company and/or its Subsidiaries, will transfer Data among
themselves as necessary for the purpose of implementing, administering and managing your participation in the Plan, and that the Company
and its Subsidiaries may each further transfer Data to banks, other financial institutions, brokers or other third parties assisting the Company
in the implementation, administration, and management of the Plan, including any requisite transfer of Data to a broker or other third party
with whom you may elect to deposit any Shares acquired at vesting of the RSUs (including any Dividend Equivalents). Such recipients may
receive, possess, process, retain, and transfer Data in electronic or other form, for the purposes of implementing, administering, and managing
your participation in the Plan. You understand that these recipients may be located in or outside the European Economic Area, such as in the
U.S. or elsewhere. Should the Company exercise its discretion in suspending all necessary legal obligations connected with the management
and administration of the Plan, it will delete Data as soon as it has completed all the necessary legal obligations connected with the
management and administration of the Plan.
You understand that Data processing related to the purposes specified above shall take place under automated or non-automated conditions,
anonymously when possible, that comply with the purposes for which Data is collected and with confidentiality and security provisions, as set
forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003.
The processing activity, including communication, the transfer of Data abroad, including outside of the European Economic Area, as herein
specified and pursuant to applicable laws and regulations, does not
15
require your consent thereto, as the processing is necessary to performance of contractual obligations related to implementation,
administration, and management of the Plan. You understand that, pursuant to Section 7 of the Legislative Decree no. 196/2003, you have the
right to, including but not limited to, access, delete, update, correct, or terminate, for legitimate reason, the Data processing.
Furthermore, you are aware that Data will not be used for direct-marketing purposes. In addition, Data provided can be reviewed and
questions or complaints can be addressed by contacting your local human resources representative.
Plan Document Acknowledgement . You acknowledge that you have read and specifically and expressly approve, without limitation, the
following sections of this Agreement: Sections 6, 7, 8, 9, 11, 15, 17, 20 and the Data Privacy provisions include in this Appendix.
Notifications
Foreign Asset/Account Reporting Information . If at any time during the fiscal year you hold foreign financial assets (including cash and
Shares) which may generate income taxable in Italy, you are required to report these assets on your annual tax return (UNICO Form, RW
Schedule) for the year during which the assets are held, or on a special form if no tax return is due. These reporting obligations will also apply
to Italian residents who are the beneficial owners of foreign financial assets under Italian money laundering provisions.
Foreign Asset Tax Information . The value of the financial assets held outside of Italy by Italian residents is subject to a foreign asset
tax. Financial assets include Shares acquired under the Plan. The taxable amount will be the fair market value of the financial assets assessed
at the end of the calendar year. You are encouraged to consult with your personal tax advisor about the foreign financial assets tax.
MEXICO
Terms and Conditions
Acknowledgement of the Agreement . In accepting the Award granted hereunder, you acknowledge that you have received a copy of the
Plan, have reviewed the Plan and this Agreement in their entirety and fully understand and accept all provisions of the Plan and this
Agreement. You further acknowledge that you have read and specifically and expressly approve the terms and conditions of Section 9 of this
Agreement, in which the following is clearly described and established:
(1)
Your participation in the Plan does not constitute an acquired right.
(2)
The Plan and your participation in the Plan are offered by the Company on a wholly discretionary basis.
(3)
Your participation in the Plan is voluntary.
(4)
The Company and the Bunge Group are not responsible for any decrease in the value of the RSUs granted and/or
Shares issued under the Plan.
Labor Law Acknowledgement and Policy Statement . In accepting any Award granted hereunder, you expressly recognize that the Company,
with registered offices at 50 Main Street, White Plains, New York, 10606, U.S.A. is solely responsible for the administration of the Plan and
that your participation in the Plan and acquisition of Shares do not constitute an employment relationship between you and the Company since
you are participating in the Plan on a wholly commercial basis and your sole employer is Servicios Bunge, S.A. de C.V. or Servicios Molinos
Bunge de México, S.A. de C.V., as applicable,
16
(“ Bunge-Mexico ”). Based on the foregoing, you expressly recognize that the Plan and the benefits that you may derive from participation in
the Plan do not establish any rights between you and the Employer, Bunge-Mexico, and do not form part of the employment conditions and/or
benefits provided by Bunge-Mexico and any modification of the Plan or its termination shall not constitute a change or impairment of the terms
and conditions of your employment.
You further understand that your participation in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the
Company reserves the absolute right to amend and/or discontinue your participation in the Plan at any time without any liability to you.
Finally, you hereby declare that you do not reserve to yourself any action or right to bring any claim against the Company for any
compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and you therefore grant a full and broad
release to the Company, its Subsidiaries, shareholders, officers, agents or legal representatives with respect to any claim that may arise.
Spanish Translation
Reconocimiento del Otorgamiento . Al aceptar cualquier Otorgamiento bajo de este documento, usted reconoce que ha recibido una copia del
Plan, que ha revisado el Plan y el Acuerdo en su totalidad, además y que comprende y está de acuerdo con todas las disposiciones del Plan y
del Acuerdo. Asimismo, usted reconoce que ha leído y manifiesta específicamente y expresamente que aprueba de los términos y las
condiciones establecidos en la Sección 9 del Acuerdo, en los que se establece y describe claramente que:
(1)
Su participación en el Plan no constituye un derecho adquirido.
(2)
El Plan y su participación en el mismo son ofrecidos por la Compañía de forma completamente discrecional.
(3)
Su participación en el Plan es voluntaria.
(4)
La Compañía y sus filiales (el “Bunge Group”) no son responsables de ninguna disminución en el valor de las Acciones
Restringidas (“RSUs,” por sus siglas en Inglés) o de las Acciones emitidas mediante el Plan.
Reconocimiento de la Ley Laboral y Declaración de Política . Al aceptar cualquier Otorgamiento bajo este documento, usted reconoce
expresamente que la Compañía, con oficinas registradas y localizadas en 50 Main Street, White Plains, New York, 10606, U.S.A., es la única
responsable por la administración del Plan y que su participación en el mismo y la adquisición de Acciones no constituyen de ninguna manera
una relación laboral entre usted y la Compañía, debido a que su participación en el Plan es únicamente una relación comercial y su único
empleador es Servicios Bunge, S.A. de C.V. o Servicios Molinos Bunge de México, S.A. de C.V., como sea aplicable (“ Bunge-M é xico
”). Derivado de lo anterior, usted reconoce expresamente que el Plan y los beneficios a su favor que pudieran derivar de la participación en el
mismo no establecen ningún derecho entre usted y el Empleador, Bunge-México, y no forman parte de las condiciones laborales y/o los
beneficios otorgados por Bunge-México, y cualquier modificación del Plan o la terminación del mismo no constituirá un cambio o desmejora
de los términos y las condiciones de su trabajo.
Asimismo, usted entiende que su participación en el Plan se ha resultado de la decisión unilateral y discrecional de la Compañía; por lo tanto, la
Compañía se reserva el derecho absoluto de modificar y/o descontinuar su participación en el Plan en cualquier momento y sin ninguna
responsabilidad para usted.
17
Finalmente, usted manifiesta que no se reserva ninguna acción o derecho que origine una demanda en contra de la Compañía por cualquier
compensación o daños y perjuicios en relación con cualquier disposición del Plan o de los beneficios derivados del mismo, y en consecuencia
usted exime amplia y completamente a la Compañía de toda responsabilidad, como así también a sus Filiales, accionistas, directores, agentes o
representantes legales con respecto a cualquier demanda que pudiera surgir.
NETHERLANDS
There are no country-specific provisions.
PARAGUAY
There are no country-specific provisions.
PHILIPPINES
Notifications
Securities Law Information . You are permitted to dispose or sell Shares acquired under the Plan provided the offer and resale of the Shares
takes place outside the Philippines through the facilities of a stock exchange on which the Shares are listed. The Shares are currently listed on
the New York Stock Exchange in the U.S.
POLAND
Notifications
Exchange Control Information . If you hold foreign securities (including Shares) and maintain accounts abroad, you will be required to file
certain reports with the National Bank of Poland on the transactions and balances of the securities and cash deposited in such accounts if the
value of such transactions or balances exceeds PLN 7,000,000 in the aggregate. If required, you must file reports on the transactions and
balances of the accounts on a quarterly basis on special forms available on the website of the National Bank of Poland.
In addition, if you transfer funds in excess of €15,000 into Poland in connection with the sale of Shares under the Plan, the funds must be
transferred via a bank account held at a bank in Poland. You are required to retain the documents connected with a foreign exchange
transaction for a period of five years, as measured from the end of the year in which such transaction occurred.
ROMANIA
Notifications
Exchange Control Information . If you deposit the proceeds from the sale of Shares issued to you at vesting and settlement of the RSUs
(including any Dividend Equivalents) in a bank account in Romania, you may be required to provide the Romanian bank with appropriate
documentation explaining the source of the funds. You should consult your personal advisor to determine whether you will be required to
submit such documentation to the Romanian bank.
18
RUSSIA
Terms and Conditions
U.S. Transaction and Sale Restrictions . You understand that your acceptance of the RSUs results in a contract between you and the Company
that is completed in the U.S. and that this Agreement is governed by the laws of the State of New York, without giving effect to the conflict of
laws principles thereof. Further, any Shares to be issued to you upon vesting and settlement of the Award shall be delivered to you through a
bank or brokerage account in the U.S. You are not permitted to sell the Shares directly to other Russian legal entities or residents.
Securities Law Requirements . Any RSUs granted hereunder, this Agreement, the Plan and all other materials you may receive regarding your
participation in the Plan or any RSUs granted hereunder do not constitute advertising or an offering of securities in Russia. The issuance of
Shares under the Plan has not and will not be registered in Russia; therefore, Shares may not be offered or placed in public circulation in
Russia.
In no event will Shares acquired under the Plan be delivered to you in Russia; all Shares will be maintained on your behalf in the U.S.
Exchange Control Requirements . You understand and agree that, pursuant to Russian exchange control requirements, you will be required to
repatriate to Russia the cash proceeds from the sale of the Shares issued to you upon settlement of the RSUs and from the receipt of any
Dividend Equivalents paid on such Shares, unless such proceeds will be paid into and held in your brokerage account in the U.S., for example,
for reinvestment purposes. As an express statutory exception to this requirement, cash dividends (but not Dividend Equivalents) paid on
Shares can be paid directly into a foreign bank or brokerage account opened with a foreign bank located in Organisation for Economic
Co-operation and Development (“ OECD ”) or Financial Action Task Force (“ FATF ”) countries, without first remitting them to a bank
account in Russia. Other statutory exceptions may apply, and you should consult with your personal legal advisor in this regard.
You further agree to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance
with exchange control requirements in Russia. Without limiting the generality of the foregoing, you acknowledge that the Company reserves
the right, in its sole discretion depending on developments in Russian exchange control laws and regulations, to force the immediate sale of any
Shares to be issued upon vesting of the RSUs. You further agree that, if applicable, the Company is authorized to instruct Morgan Stanley
Smith Barney LLC (or such other broker as may be designated by the Company) to assist with the mandatory sale of such Shares (on your
behalf pursuant to this authorization) and you expressly authorize Morgan Stanley Smith Barney LLC (or such other broker as may be
designated by the Company) to complete the sale of such Shares. You further acknowledge that Morgan Stanley Smith Barney LLC (or such
other broker as may be designated by the Company) is under no obligation to arrange for the sale of the Shares at any particular trading
price. Upon the sale of Shares, you will receive the cash proceeds from the sale of Shares, less any brokerage fees or commissions and subject
to your obligations in connection with the Tax-Related Items.
You are strongly encouraged to contact your personal advisor to confirm the applicable Russian exchange control rules because significant
penalties may apply in the case of non-compliance and because exchange control requirements may change.
19
Labor Law Acknowledgement . You acknowledge that if you continue to hold Shares acquired under the Plan after an involuntary termination
of your employment, you will not be eligible to receive unemployment benefits in Russia.
Notifications
Foreign Asset/Account Reporting Information . Russian residents are required to notify Russian tax authorities within one (1) month of
opening, closing or changing the details of a foreign account. Russian residents also are required to report (i) the beginning and ending
balances in such a foreign bank account each year and (ii) transactions related to such a foreign account during the year to the Russian tax
authorities, on or before June 1 of the following year. The tax authorities can require you to provide appropriate supporting documents related
to transactions in a foreign bank account. You are encouraged to contact your personal advisor before remitting your proceeds from
participation in the Plan to Russia as exchange control requirements may change.
Anti-Corruption Legislation Information . Individuals holding public office in Russia, as well as their spouses and dependent children, may be
prohibited from opening or maintaining a foreign brokerage or bank account and holding any securities, whether acquired directly or indirectly,
in a foreign company (including Shares acquired under the Plan). You should consult with your personal legal advisor to determine whether
this restriction applies to your circumstances.
SINGAPORE
Terms and Conditions
Restriction on Sale and Transferability . You hereby agree that any Shares acquired pursuant to the RSUs will not be offered for sale in
Singapore prior to the six-month anniversary of the Date of Grant, unless such sale or offer is made pursuant to one or more exemptions under
Part XIII Division 1 Subdivision (4) (other than section 280) of the Securities and Futures Act (Chap. 289, 2006 Ed.) (“ SFA ” ).
Notifications
Securities Law Information . The grant of the RSUs is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of
the SFA, on which basis it is exempt from the prospectus and registration requirements under the SFA, and is not made with a view to the
RSUs being subsequently offered for sale to any other party. The Plan has not and will not be lodged or registered as a prospectus with the
Monetary Authority of Singapore.
Chief Executive Officer and Director Notification Requirement . The Chief Executive Officer (“ CEO ”) and the directors, associate directors
and shadow directors of a Singapore Subsidiary are subject to certain notification requirements under the Singapore Companies Act. The
CEO, directors, associate directors and shadow directors must notify the Singapore Subsidiary in writing of an interest ( e.g., RSUs,
Shares, etc.) in the Company or any related company within two (2) business days of (i) its acquisition or disposal, (ii) any change in a
previously disclosed interest ( e.g., when the Shares are sold), or (iii) becoming the CEO or a director, associate director or shadow director.
SOUTH AFRICA
Terms and Conditions
Tax Withholding . The following provision supplements Section 7 of this Agreement:
20
By accepting the RSUs, you agree that, immediately upon vesting and settlement of the RSUs, you will notify your Employer of the amount of
any gain realized. If you fail to advise the Employer of the gain realized upon vesting and settlement, you may be liable for a fine. You will
be solely responsible for paying any difference between your actual tax liability and the amount withheld by the Employer.
Notifications
Exchange Control Information . Because no transfer of funds from South Africa is required under the RSUs, no filing or reporting
requirements should apply when the RSUs are granted or when Shares are issued upon vesting and settlement of the RSUs. However, because
the exchange control regulations are subject to change, you should consult your personal advisor prior to vesting and settlement of the RSUs to
ensure compliance with current regulations. You are responsible for ensuring compliance with all exchange control laws in South Africa.
SPAIN
Terms and Conditions
Labor Law Acknowledgement . The following provision supplements Section 9 of this Agreement:
By accepting the RSUs granted hereunder, you consent to participation in the Plan and acknowledge that you have received a copy of the Plan.
You understand that the Company has unilaterally, gratuitously and in its sole discretion decided to grant RSUs under the Plan to individuals
who may be members of the Board or Employees throughout the world. The decision is a limited decision, which is entered into upon the
express assumption and condition that any RSUs granted will not economically or otherwise bind the Company or any of its Subsidiaries on an
ongoing basis, other than as expressly set forth in this Agreement. Consequently, you understand that the RSUs granted hereunder are given
on the assumption and condition that they shall not become a part of any employment contract (either with the Company or any of its
Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right
whatsoever. Further, you understand and freely accept that there is no guarantee that any benefit whatsoever shall arise from any gratuitous
and discretionary grant of RSUs since the future value of the RSUs and the underlying Shares is unknown and unpredictable. In addition, you
understand that any RSUs granted hereunder would not be made but for the assumptions and conditions referred to above; thus, you
understand, acknowledge and freely accept that, should any or all of the assumptions be mistaken or should any of the conditions not be met for
any reason, then any grant of RSUs or right to RSUs shall be null and void.
Further, the vesting of the RSUs is expressly conditioned on your continued and active rendering of service, such that if your employment
terminates for any reason whatsoever, the RSUs may cease vesting immediately, in whole or in part, effective on the date of your termination
of employment (unless otherwise specifically provided in Section 6 of the Agreement). This will be the case, for example, even if (i) you are
considered to be unfairly dismissed without good cause ( i.e., subject to a “ despido improcedente ”); (ii) you are dismissed for disciplinary or
objective reasons or due to a collective dismissal; (iii) you terminate service due to a change of work location, duties or any other employment
or contractual condition; (iv) you terminate service due to a unilateral breach of contract by the Company or a Subsidiary; or (v) your
employment terminates for any other reason whatsoever. Consequently, upon termination of your employment for any of the above reasons,
you may automatically lose any rights to RSUs that were not vested on the date of your termination of employment, as described in the Plan
and this Agreement.
21
Finally, you acknowledge that you have read and specifically accept the conditions referred to in Section 6 of this Agreement.
Notifications
Securities Law Information . No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the
Spanish territory regarding the RSUs. No public offering prospectus has been, nor will it be, registered with the Comisión Nacional del
Mercado de Valores (Spanish Securities Exchange Commission) (“ CNMV ”). Neither the Plan nor this Agreement constitute a public
offering prospectus and neither has been, nor will either be, registered with the CNMV.
Exchange Control Information . To participate in the Plan, you must comply with exchange control regulations in Spain. You are required to
declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the Shares held in
such accounts, depending on the value of the transactions during the prior tax year or the balances in such accounts as of December 31 of the
prior tax year.
You also must declare any Shares that are acquired under the Plan to the Dirección General de Comercio e Inversiones of the Ministry of
Industry, Tourism and Commerce (the “ DGCI ”). After the initial declaration, the declaration must be filed with the DGCI on a Form D-6 on
an annual basis each January while the Shares are owned. However, if the value of the Shares acquired under the Plan or the amount of the
sale proceeds exceeds €1,502,530, the declaration must be filed within one month of the acquisition or sale, as applicable.
Foreign Asset/Account Reporting Information . If you hold rights or assets ( e.g., Shares or cash held in a bank or brokerage account) outside
of Spain with a value in excess of €50,000 per type of right or asset ( e.g., Shares, cash, etc.) as of December 31, you are required to report
certain information regarding such rights and assets on tax form 720. After such rights and/or assets are initially reported, the reporting
obligation will only apply for subsequent years if the value of any previously-reported rights or assets increases by more than €20,000 or you
sell or otherwise dispose of previously-reported rights or assets. The reporting must be completed by the following March 31.
SWITZERLAND
Notifications
Sec urities Law Information . The Awards are not intended to be publicly offered in or from Switzerland. Because this is a private offering in
Switzerland, the RSUs are not subject to registration in Switzerland. Neither this document nor any other materials relating to the RSUs
constitutes a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations. Finally, neither this document
nor any other materials relating to the RSUs may be publicly distributed nor otherwise made publicly available in Switzerland.
TURKEY
Notifications
Securities Law Information . The RSUs are made available only to Employees and the offer of participation in the Plan is a private
offering. The grant of RSUs and the issuance of Shares at vesting take place outside of Turkey. Furthermore, the sale of Shares acquired
under the Plan is not permitted within Turkey. The Shares are currently traded on the New York Stock Exchange in the U.S. under the ticker
symbol “BG” and Shares may be sold on this exchange.
22
Financial Intermediary Information . Pursuant to Decree No. 32 on the Protection of the Value of the Turkish Currency (“ Decree 32 ”) and
Communiqué No. 2008-32/34 on Decree No. 32, any activity related to investments in foreign securities ( e.g., the sale of Shares acquired
under the Plan) must be conducted through a bank or financial intermediary institution licensed by the Turkish Capital Markets Board and
should be reported to the Turkish Capital Markets Board. You are solely responsible for complying with this requirement and should contact
your personal legal advisor for further information regarding your obligations in this respect.
UKRAINE
Terms and Conditions
Form and Timing of Payment . The following provision supplements Section 4 of this Agreement.
Notwithstanding anything to the contrary in this Agreement or the Plan, you will not receive any Shares upon settlement of the RSUs
(including any Dividend Equivalents). Instead, you will receive a cash payment equal in value to the Fair Market Value of the Shares
(including any Dividend Equivalents) on the date the Shares would otherwise be issued to you.
Any cash payment received upon settlement of the RSUs (including any Dividend Equivalents) will be paid to you through local payroll in the
Ukraine. In no event will payments under the Plan be made to you into an account outside of the Ukraine.
UNITED KINGDOM
Terms and Conditions
Tax Withholding . The following provisions supplement Section 7 of this Agreement:
You agree that, if you do not pay or the Employer or the Company does not withhold from you the full amount of income tax that you owe at
vesting of the RSUs (including any Dividend Equivalents), or the release or assignment of the RSUs (including any Dividend Equivalents) for
consideration, or the receipt of any other benefit in connection with the RSUs (the “ Taxable Event ”) within 90 days of the U.K. tax year
within which the Taxable Event occurs, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions)
Act 2003 (the “ Due Date ”), then the amount that should have been withheld shall constitute a loan owed by you to the Employer, effective as
of the Due Date. You agree that the loan will bear interest at the Her Majesty’s Revenue and Customs’ (“ HMRC ”) official rate and will be
immediately due and repayable by you, and the Company and/or the Employer may recover it at any time thereafter by any of the means set
forth in Section 7 of this Agreement.
Notwithstanding the foregoing, if you are an executive officer or director (within the meaning of Section 13(k) of the Exchange Act), the terms
of the immediately foregoing provision will not apply. In the event that you are an executive officer or director and income tax is not collected
from or paid by you by the Due Date, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax
and National Insurance contributions (“ NICs ”) may be due. You will be responsible for reporting and accounting for any income tax due on
this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer, as applicable,
for the value of any NICs due on this additional benefit, which the Company or the Employer may recover at any time thereafter by any of the
means set forth in Section 7 of this Agreement.
23
UNITED STATES
Notifications
Foreign Asset/Account Reporting Information . The Foreign Account Tax Compliance Act (“ FATCA ”), pertains to U.S. citizens and/or U.S.
taxpayers who participate in or hold equity-based awards ( e.g., stock options, RSUs, performance units) in one or more equity compensation
plans offered by the Company. Under FATCA, the Company is considered a “non-U.S. issuer” with the result that you may have reporting
obligations on Form 8938 when filing your annual income tax return. Information regarding Form 8938 is available at
http://www.irs.gov/pub/irs-pdf/i8938.pdf.
These reporting obligations apply to the extent the aggregate value of your holdings (when aggregated with other specified foreign financial
assets held by you) exceed certain thresholds. The threshold amounts of the value of the equity holdings (and other foreign assets) that trigger
the reporting obligations depend on your filing status ( e.g., unmarried/married filing separately) and whether you reside in the U.S. or outside
of the U.S. Shares issued by a non-U.S. issuer that are held in a financial account maintained by a U.S. financial institution (such as a
brokerage firm) are not subject to these reporting requirements. However, it is not clear under current guidance whether rights to acquire
Shares, such as RSUs ( i.e., as opposed to Shares you own), are eligible for this exception. You are encouraged to consult your personal tax
advisor to determine whether these FATCA reporting requirements apply to you as a result of your equity holdings in the Company, including
the RSUs or Shares you acquire under the Plan.
URUGUAY
There are no country-specific provisions.
VIETNAM
Terms and Conditions
Form and Timing of Payment . The following provision supplements Section 4 of this Agreement.
Notwithstanding anything to the contrary in this Agreement or the Plan, you will not receive any Shares upon settlement of the RSUs
(including any Dividend Equivalents). Instead, you will receive a cash payment equal in value to the Fair Market Value of the Shares
(including any Dividend Equivalents) on the date the Shares would otherwise be issued to you.
Any cash payment received upon settlement of the RSUs (including any Dividend Equivalents) will be paid to you through local payroll in
Vietnam. In no event will payments under the Plan be made to you into an account outside of Vietnam.
24
Exhibit 10.35
BUNGE LIMITED
2016 EQUITY INCENTIVE PLAN
GLOBAL PERFORMANCE UNIT AGREEMENT
1.
General . Unless otherwise defined herein, the terms defined in the Bunge Limited 2016 Equity Incentive Plan (the “ Plan ”)
shall have the same defined meanings in this Global Performance Unit Agreement; the performance vesting terms specified in Exhibit A; and
any terms and conditions applicable to the country included in the Country-Specific Appendix (if any) attached hereto as Exhibit B (the “
Appendix ”) (collectively, this “ Agreement ”). The Plan, which is incorporated by reference, and this Agreement constitute the entire
understanding and agreement between you and Bunge Limited (the “ Company ”) regarding the Performance Units specified in your account.
2.
Grant of Performance Units . Subject to the terms and conditions of the Plan and this Agreement, effective as of the date
specified in your account (the “ Date of Grant ”), the Company grants you the number of Performance Units specified in your account. Each
Performance Unit is equivalent to one Share for purposes of determining the number of Shares subject to the Performance Unit.
3.
Vesting of Performance Units . Subject to the terms and conditions of the Plan and this Agreement, the Performance Units and
related accrued Dividend Equivalents shall vest on the [
] anniversary of the Date of Grant in accordance with the vesting terms specified in
Exhibit A (the “ Vesting Date ”), provided that you remain continuously employed by the Company or a Subsidiary on the Vesting Date.
4.
Form and Timing of Payment . Subject to the terms and conditions of the Plan and this Agreement, each vested Performance
Unit, plus related Dividend Equivalents, will be paid as soon as practical after the Vesting Date, but in no event later than sixty (60) days
following the Vesting Date; provided, however, that you will not be permitted, directly or indirectly, to designate the taxable year of the
distribution.
5.
Dividend Equivalents . If the Board declares a cash dividend on the Shares, you will be entitled to a Dividend Equivalent, to be
credited to your account on the dividend payment date established by the Company, equal to the cash dividends payable on the same number of
Shares as the target number of Performance Units credited to your account on the dividend record date established by the Company. Any
Dividend Equivalent will be in the form of additional whole Performance Units, will be subject to the same terms and Vesting Date as the
corresponding Performance Units (including attainment of the vesting terms specified in Exhibit A), and will be paid at the same time and in
the same manner as the corresponding Performance Units. The number of additional Performance Units credited to your account on the
dividend payment date (rounded down to the nearest whole Performance Unit) will be determined by (x) multiplying the target number of
Performance Units as of the dividend record date (plus any unvested Performance Units previously credited to your account as a result of
Dividend Equivalents) by (y) the quotient of the cash dividend to be paid per Share, divided by the Fair Market Value per Share on the
dividend payment date. Dividend Equivalents will vest at the same time as their corresponding Performance Units and convert into the right to
receive Shares only to the extent the underlying Performance Units vest and become payable.
6.
Effect of Termination of Employment .
6.1
Termination of Employment for Cause; Resignation for any Reason; Breach of Restrictive Covenant . If your
employment with the Company or a Subsidiary is terminated for Cause, you resign your employment with the Company or a
Subsidiary for any reason, or you breach any of the provisions set forth in Section 8 of this Agreement, any unvested Performance
Units (and related Dividend Equivalents), or vested Performance Units (and related Dividend Equivalents) that have not yet been
settled, will immediately be cancelled and forfeited without payment.
6.2
Termination of Employment without Cause or on Account of Disability, death or Retirement . If your employment
with the Company or a Subsidiary is terminated without Cause or on account of death, Disability or Retirement (for purposes of this
Agreement, defined as your termination of employment after attaining (i) age 65 or (ii) age 55 with ten (10) years of completed
service with the Company or a Subsidiary), any unvested Performance Units (and related Dividend Equivalents) will vest on a pro rata
basis based on the attainment of the performance measures specified in Exhibit A and payment (if any) will be made in accordance
with Section 4. The pro rata calculation will be determined by multiplying (x) the number of Shares subject to the Performance Units
that become eligible to vest based on the attainment of the performance measures specified in Exhibit A, by (y) a fraction, with a
numerator equal to the number of days from the Date of Grant through the date of your termination of employment, and a denominator
equal to the number of days from the Date of Grant through the Vesting Date.
6.3
Termination of Employment without Cause following a Change of Control . Unless specifically prohibited by the Plan
or unless the Committee provides otherwise prior to a Change of Control, upon the occurrence of a Change of Control and a
termination of your employment with the Company or a Subsidiary without Cause on or before the second anniversary of the
occurrence of a Change of Control, any unvested Performance Units (and related Dividend Equivalents) shall vest and be payable in
accordance with Section 10(b) of the Plan.
6.4
Specified Employees . For United States (“U.S.”) taxpayers, notwithstanding anything herein to the contrary, if you are
a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), as determined under the Company’s established methodology
for determining specified employees, at the time of your separation from service, any payment hereunder that provides for a “deferral
of compensation” within the meaning of Section 409A shall not be paid or commence to be paid on any date prior to the first business
day after the date that is six months following your separation from service; provided, however, that a payment delayed pursuant to
this Section 6.4 shall commence earlier in the event of your death prior to the end of the six-month period.
7.
Tax Withholding .
7.1
You acknowledge and agree that Company may refuse to issue or deliver Shares or the proceeds of the sale of Shares to
you until satisfactory arrangements (as determined by the Company) have been made for the payment of income, employment, social
insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to your participation in the Plan and
legally applicable to you, including, without limitation, in connection with the grant, vesting and settlement of the Performance Units,
the subsequent sale of Shares acquired upon settlement of the Performance Units and the receipt of any Dividend Equivalents (“ Tax2
Related Items ”) that the Company determines must be withheld. If you are a non-U.S. employee, the method of payment of
Tax-Related Items may be restricted by the Appendix.
7.2
The Company has the right (but not the obligation) to satisfy any Tax-Related Items by (i) withholding from proceeds
of the sale of Shares acquired upon the settlement of the Performance Units through a sale arranged by the Company (on your behalf
pursuant to this authorization without further consent), (ii) requiring you to pay cash, (iii) withholding from any wages or other cash
compensation payable to you by the Company or your employer (the “ Employer ”), and/or (iv) reducing the number of Shares
otherwise deliverable to you. The Company will have discretion to determine the method of satisfying Tax-Related Items. In this
regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable
withholding obligations with regard to all Tax-Related Items by one or a combination of the aforementioned withholding
methods. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering
applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which
case you will receive a refund of any over-withheld amount in cash with no entitlement to the Share equivalent or if not refunded, you
may seek a refund from the local tax authorities. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax
purposes, you are deemed to have been issued the full number of Shares subject to the vested Performance Units, notwithstanding that
a number of the Shares are held back solely for the purpose of paying the Tax -Related Items.
7.3
If you are subject to taxation in more than one jurisdiction, you acknowledge that the Company and/or, if different, your
current or former Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
7.4
Regardless of any action of the Company or the Employer, you acknowledge that the ultimate liability for all
Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the
Employer. You further acknowledge that the Company and the Employer (x) make no representations or undertakings regarding the
treatment of any Tax-Related Items in connection with any aspect of the Performance Units; and (y) do not commit to and are under
no obligation to structure the terms of the grant or any aspect of the Performance Units to reduce or eliminate your liability for
Tax-Related Items or achieve any particular tax result.
8.
Restricted Covenants .
8.1
Confidentiality . You acknowledge and agree with the Company that you shall not at any time, except in the
performance of your obligations to the Company or with the prior written consent of the Company, directly or indirectly, reveal to any
person, entity or other organization (other than the Company, its parent companies and subsidiaries (individually and as a group, the “
Bunge Group ”) or use for your own benefit any information deemed to be confidential by any member of the Bunge Group (“
Confidential Information ”) relating to the assets, liabilities, employees, goodwill, business or affairs of any member of the Bunge
Group, including, without limitation, any information concerning past, present or prospective customers, manufacturing processes,
marketing data, financial or commercial information, business plans or other Confidential Information used by, or useful to, any
member of the Bunge Group and known to you by reason of your employment by, shareholdings in or other association with any
member of the Bunge Group. You further agree that you shall retain all copies and extracts of any written Confidential Information
acquired or developed by you during any such employment,
3
shareholding or association in trust for the sole benefit of the Bunge Group and its successors and assigns. You further agree that you
shall not, without the prior written consent of the Company, remove or take from the Bunge Group’s premises (or, if previously
removed or taken, you shall, at the Company’s request, promptly return) any written Confidential Information or any copies or
extracts thereof. Upon the request and at the expense of the Company, you shall promptly make all disclosures, execute all
instruments and papers and perform all acts reasonably necessary to vest and confirm in the Bunge Group, fully and completely, all
rights created or contemplated by this Section 8.1. The term “Confidential Information” shall not include information that is or
becomes generally available to the public other than as a result of a disclosure by you, or at your direction.
8.2
No Competing Employment. You agree with the Company that, for so long as you are employed by the Bunge Group
and continuing until the last day of the twelfth month following your termination of employment for any reason (such period to be
referred to as the “ Restricted Period ”), you shall not, without the prior written consent of the Company, directly or indirectly, and
whether as principal or investor or as an employee, officer, director, manager, partner, consultant, agent or otherwise, alone or in
association with any other person, firm, corporation or other business organization, engage in a business competitive to that of the
Bunge Group; provided, however , that nothing herein shall limit your right to own not more than 5% of any of the debt or equity
securities of any business organization that is then filing reports with the U.S. Securities and Exchange Commission pursuant to
Section 13 or 15(d) of the Exchange Act. The Restricted Period shall be extended by the length of any period during which you are in
breach of any of the terms of this Section 8.
8.3
Restrictions on Solicitation . During the Restricted Period, you agree with the Company that you shall not in any way,
directly or indirectly (except in the course of your employment with the Company), (x) call upon, solicit, advise or otherwise do, or
attempt to do, business with any person who is, or was, during the then most recent 12-month period, a customer of any member of the
Bunge Group (or any other entity that you know is a potential customer with respect to specific products of the Bunge Group and with
which you have had contact during the period of your employment with the Bunge Group), for purposes of competing with the Bunge
Group, (y) take away or interfere or attempt to take away or interfere with any custom, trade or business of any member of the Bunge
Group, or (z) interfere with or attempt to interfere with any person who is, or was during the then most recent 12-month period, an
employee, officer, representative or agent of any member of the Bunge Group, or hire, solicit, induce or attempt to solicit or induce
any of them to terminate their service with any member of the Bunge Group or violate the terms of their contracts or any employment
arrangements, with any member of the Bunge Group. The Restricted Period shall be extended by the length of any period during
which you are in breach of any of the terms of this Section 8.
8.4
Application of Covenants . The activities described in this Section 8 shall be prohibited regardless of whether
undertaken by you in an individual or representative capacity, and regardless of whether performed for your own account or for the
account of any other individual, partnership, firm, corporation or other business organization (other than the Company).
8.5
Injunctive Relief . Without limiting the remedies available to the Company, you acknowledge that a breach of any of
the covenants contained in this Section 8 may result in irreparable injury to the Company for which there is no adequate remedy at
law, that it shall not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof,
the Company shall be entitled to seek a temporary restraining order or a
4
preliminary or permanent injunction restraining you from engaging in activities prohibited by this Section 8 or such other relief as may
be required to specifically enforce any of the covenants in this Section 8.
9.
Acknowledgements and Agreements . You agree, accept and acknowledge the following:
(a)
THE PERFORMANCE UNITS AND THIS AGREEMENT DO NOT CREATE AN EXPRESS OR IMPLIED
PROMISE OF CONTINUED EMPLOYMENT FOR ANY PERIOD, AND WILL NOT INTERFERE IN ANY WAY WITH YOUR RIGHT
OR THE RIGHT OF THE COMPANY OR THE EMPLOYER TO TERMINATE YOUR EMPLOYMENT AT ANY TIME, WITH OR
WITHOUT CAUSE.
(b)
The delivery of the Plan, this Agreement, the Plan’s prospectus and any reports of the Company provided generally to
the Company’s shareholders, may be made by electronic delivery. Such means of electronic delivery may include but do not necessarily
include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the
document via e-mail or such other means of electronic delivery specified by the Company. By electronically accepting this Agreement, you
agree to the following: “This electronic contract contains my electronic signature, which I have executed with the intent to sign this
Agreement.”
(c)
All decisions or interpretations of the Committee or the Company regarding the Plan, this Agreement and the
Performance Units shall be binding, conclusive and final on you and all other interested persons.
(d)
The Plan is established voluntarily by the Company, it is discretionary in nature, and may be modified, amended,
suspended or terminated by the Company at any time, to the extent permitted by the Plan.
(e)
The grant of Performance Units is exceptional, voluntary and occasional and does not create any contractual or other
right to receive future grants of Performance Units, or benefits in lieu of Performance Units, even if Performance Units have been granted in
the past.
(f)
All decisions regarding future Awards, if any, will be at the discretion of the Company.
(g)
You are voluntarily participating in the Plan.
(h)
The Performance Units and any underlying Shares, and the income from and value of same, are not intended to replace
any pension rights or compensation.
(i)
The Performance Units and any underlying Shares, and the income from and value of same, are not part of normal or
expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments,
bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments.
(j)
Unless otherwise agreed with the Company, the Performance Units and any underlying Shares, and the income from
and value of same, are not granted as consideration for, or in connection with, the service you may provide as a director of a Subsidiary.
(k)
The future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty.
5
(l)
For purposes of the Performance Units, your employment will be considered terminated as of the date you cease to
actively provide services to the Company, the Employer or any member of the Bunge Group (regardless of the reason for such termination and
whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the
terms of your employment agreement, if any). The Committee shall have the exclusive discretion to determine when you are no longer
actively providing services for the purpose of your Performance Unit grant (including whether you may still be considered to be providing
services while on a leave of absence).
(m)
Unless otherwise expressly provided in this Agreement or determined by the Company, any right to vest in the
Performance Units will terminate as of the date described in the previous paragraph and will not be extended by any notice period (e.g., your
period of service would not include any contractual notice period, period of pay in lieu of such notice, or any period of “garden leave” or
similar period mandated under applicable law).
(n)
No claim or entitlement to compensation or damages shall arise from forfeiture of the Performance Units resulting from
the termination of your employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in
breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any.
(o)
The following provisions apply if you are providing services outside the U.S.:
(i).
The Performance Units and any underlying Shares, and the income from and value of same, are not part of
normal or expected compensation or salary for any purpose.
(ii).
None of the Company, the Employer, or any member of the Bunge Group will be liable for any foreign
exchange rate fluctuation between your local currency and the U.S. Dollar that may affect the value of the Performance Units or of any
amounts due to you pursuant to the settlement of the Performance Units or the subsequent sale of any Shares acquired upon settlement.
10.
No Advice Regarding Grant . The Company is not providing any tax, legal or financial advice, nor is the Company making any
recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares.
11.
Compensation Recovery Policy . The Performance Units are subject to the terms of any compensation recovery policy or
policies established by the Company as may be amended from time to time (“ Compensation Recovery Policy ”). The Company hereby
incorporates into this Agreement the terms of the Compensation Recovery Policy.
12.
Section 409A Compliance . This Section 12 may not apply if you are not a U.S. taxpayer. The Performance Units are intended
to comply with Section 409A or an exemption thereunder, and, accordingly, to the maximum extent permitted, the Performance Units and this
Agreement shall be interpreted and administered in compliance therewith. Notwithstanding any other provision of this Agreement, payments
provided pursuant to this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable
exemption. Any payments pursuant to this Agreement that may be excluded from Section 409A as a short-term deferral shall be excluded
from Section 409A to the maximum extent possible. To the extent that any provision of this Agreement would cause a conflict with the
requirements of Section 409A or would cause the administration of the Performance Units to fail to satisfy Section 409A, such provision shall
be deemed null and void to the extent permitted by applicable law. Nothing herein shall be construed as a guarantee of any particular
6
tax treatment. The Company makes no representation that this Agreement or the Performance Units comply with Section 409A and in no
event shall the Company be liable for the payment of any taxes and penalties that you may incur under Section 409A.
13.
Rights as Shareholder . Neither you nor any person claiming under or through you will have any of the rights or privileges of a
shareholder of the Company in respect of any Shares deliverable hereunder unless and until Shares have been issued and recorded on the
records of the Company or its transfer agents or registrars.
14.
Appendix . If applicable, the Performance Units are subject to any additional terms and conditions for the country set forth in
the Appendix. If you relocate to another country, the terms and conditions for that country (if any) will apply to you to the extent the Company
determines that applying such terms and conditions are necessary or advisable for legal or administrative reasons.
15.
Language . If you have received this Agreement or any other document related to the Plan translated into a language other than
English and if the meaning of the translated version is different from the English version, the English version will control.
16.
Notices . Any notice to be given under this Agreement to the Company will be addressed to: Bunge Limited, 50 Main Street,
6th Floor, White Plains, New York 10606, Attention: Chief Human Resources Officer. Any notice to be given under this Agreement to you
will be provided to the physical or electronic mail address maintained in the Company’s records; or in either case, at such other address as the
Company or you, as the case may be, may hereafter designate in writing.
17.
Governing Law; Venue . To the extent not preempted by federal law, the Performance Units and this Agreement will be
governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law provisions. The parties
agree that any legal action, suit or proceeding arising from or related to this Agreement shall be instituted exclusively in the state courts of New
York located in New York County or in the federal courts for the United States for the Southern District of New York and no other courts. The
parties consent to the personal jurisdiction of such courts over them, waive all objections to the contrary, and waive any and all objections to
the exclusive location of legal proceedings in New York County or in the federal courts for the United States for the Southern District of New
York.
18.
Performance Units Not Transferable . The Performance Units and the rights and privileges conferred by the Performance Units
may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) other than by will or by
the laws of descent or distribution. The terms of the Plan and this Agreement shall be binding upon your executors, administrators, heirs,
successors and assigns.
19.
Additional Conditions to Issuance of Stock . If at any time the Company determines, in its discretion, that the listing,
registration or qualification of the Shares upon any securities exchange or under any foreign, state, federal law, or the consent or approval of
any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to you (or your estate), such issuance
will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any
conditions not acceptable to the Company.
20.
Imposition of Other Requirements . The Company reserves the right to impose other requirements on your participation in the
Plan, on the Performance Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable
for legal or
7
administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the
foregoing.
21.
I nsider-Trading/Market-Abuse Laws . You acknowledge that, depending on your country, you may be subject to
insider-trading restrictions and/or market-abuse laws, which may affect your ability to acquire or sell Shares acquired under the Plan during
such times as you are considered to have “inside information” regarding the Company (as defined by the laws in your country). Any
restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable
Company insider-trading policy. You are responsible for complying with any applicable restrictions and are encouraged to speak to your
personal legal advisor for further details regarding any applicable insider-trading and/or market-abuse laws in your country.
22.
Foreign Asset/Account Reporting Requirements; Exchange Controls . You acknowledge that your country may have certain
foreign asset and/or foreign account reporting requirements and exchange controls which may affect your ability to acquire or hold Shares
acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on Shares acquired under the Plan)
in a brokerage or bank account outside your country. You may be required to report such accounts, assets or transactions to the tax or other
authorities in your country. You also may be required to repatriate sale proceeds or other funds received as a result of your participation in the
Plan to your country through a designated bank or broker within a certain time after receipt. You acknowledge that it is your responsibility to
be compliant with such regulations and are encouraged to consult your personal legal advisor for any details.
23.
Severability . In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining parts of the Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid
provision had not been included.
24.
Modifications to this Agreement . Amendments or modifications to this Agreement that adversely affect the Performance Units
in any material way may only be made with your written consent. Notwithstanding anything to the contrary in the Plan or this Agreement, the
Company reserves the right to revise this Agreement as it deems necessary or advisable, in its discretion and without your consent, to comply
with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to the
Performance Units, or to comply with other applicable laws.
25.
Waiver . You acknowledge that a waiver by the Company of breach of any provision of this Agreement shall not operate or be
construed as a waiver of any other provision of this Agreement or of any subsequent breach of this Agreement.
26.
Data Privacy .
26.1
You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of
your personal data as described in this Agreement and any other grant materials by and among, as applicable, the Company, the
Employer, and any member of the Bunge Group for the exclusive purpose of implementing, administering and managing your
participation in the Plan .
26.2
You understand that the Company, the Employer and members of the Bunge Group may hold certain personal
information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth,
social insurance number, passport or other identification number, salary, nationality, residency, status, job title, any
8
shares of stock or directorships held in the Company, the Employer, or the Bunge Group, details of the Performance Units or any
other entitlement to stock awarded, canceled, exercised, vested, unvested or outstanding in your favor (collectively “ Data ”), for
the exclusive purpose of implementing, administering and managing the Plan.
26.3
You understand that Data will be transferred to the Company, the Employer, any member of the Bunge Group, or one
or more stock plan service providers as may be selected by the Company from time to time, which is assisting the Company with the
implementation, administration and management of the Plan. You understand that the recipients of the Data may be located in
the U.S. or elsewhere, and that the recipient’s country of operation (e.g., the U.S.) may have different data privacy laws and
protections than your country. You understand that if you reside outside the U.S., you may request a list with the names and
addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the
Company and any other possible recipients which may assist the Company (presently or in the future) with implementing,
administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole
purposes of implementing, administering and managing your participation in the Plan. You understand that Data will be held
only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that if you
reside outside the U.S., you may, at any time, view Data, request additional information about the storage and processing of Data,
require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in
writing your local human resources representative. Further, you understand that you are providing the consents herein on a
purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your engagement as an employee and
career with the Employer will not be adversely affected; the only consequence of refusing or withdrawing your consent is that the
Company would not be able to grant you Performance Units or other equity awards or administer or maintain such
awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan.
For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may
contact your local human resources representative.
9
EXHIBIT A
10
EXHIBIT B
BUNGE LIMITED
2016 EQUITY INCENTIVE PLAN
GLOBAL PERFORMANCE UNIT AGREEMENT
TERMS AND CONDITIONS
This Appendix, which is part of the Agreement, includes additional or different terms and conditions that govern the Performance Units and
that will apply to you if you are in one of the countries listed below. Unless otherwise defined herein, capitalized terms set forth in this
Appendix shall have the meanings ascribed to them in the Plan or the Global Performance Unit Agreement, as applicable.
If you are a citizen or resident of a country other than the one in which you are currently working and/or residing, are considered a resident of
another country for local law purposes or transfer residency between countries after the Date of Grant, the Company shall, in its sole discretion,
determine to what extent the terms and conditions included herein will apply to you under these circumstances.
NOTIFICATIONS
This Appendix also includes information regarding securities, exchange control and certain other issues of which you should be aware with
respect to your participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective
countries as of June 2016. Such laws are often complex and change frequently. As a result, the Company strongly recommends that you not
rely on the information in this Appendix as the only source of information relating to the consequences of your participation in the Plan
because such information may be outdated when you vest in this Award and/or sell any Shares acquired at vesting.
In addition, the information contained herein is general in nature and may not apply to your particular situation. As a result, the Company is
not in a position to assure you of any particular result. You, therefore, are encouraged to seek appropriate professional advice as to how the
relevant laws in your country may apply to your particular situation.
Finally, if you are a citizen or resident of a country other than that in which you are currently working and/or residing, are considered a resident
of another country for local law purposes or transfer residency to a different country after the Date of Grant, the information contained herein
may not apply in the same manner to you.
11
ARGENTINA
Notifications
Securities Law Information . Nether the Performance Units nor the Shares subject to the Performance Units are publicly offered or listed on
any stock exchange in Argentina. The offer is private and not subject to the supervision of any Argentine governmental authority.
Foreign Asset/Account Reporting Information . If you hold Shares (acquired upon settlement of the Performance Units, any Dividend
Equivalents or otherwise) as of December 31, you are required to report certain information regarding the Shares on your annual tax return. In
addition, when you acquire, sell, transfer or otherwise dispose of Shares, you must register the transaction with the Federal Tax Administration.
AUSTRALIA
Terms and Conditions
Australian Offer Document . The offer of Performance Units (including the Dividend Equivalents) is intended to comply with the provisions
of the Corporations Act 2001, ASIC Regulatory Guide 49 and ASIC Class Order CO 14/1000. Additional details are set forth in the Offer
Document, which will be provided to you with this Agreement.
Notifications
Tax Information . The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (the “ Act ”) (subject
to the conditions in the Act).
BELGIUM
Notifications
Foreign Asset/Account Reporting Information . You are required to report any securities ( e.g. , Shares acquired under the Plan) or bank
accounts (including brokerage accounts) held outside of Belgium on your annual tax return. You are also required to complete a separate
report providing the National Bank of Belgium with details regarding any such account, including the account number, the name of the bank in
which such account is held and the country in which such account is located.
BRAZIL
Terms and Conditions
Nature of Grant . The following provision supplements Section 9 of this Agreement:
In accepting the Performance Units, you acknowledge, understand and agree that (i) you are making an investment decision, (ii) you will be
entitled to vest in, and receive Shares pursuant to, the Performance Units (including any Dividend Equivalents) only if the vesting conditions
are met and any necessary services are rendered by you between the Date of Grant and the Vesting Date, and (iii) the value of the underlying
Shares is not fixed and may increase or decrease without compensation to you.
Compliance with Law . In accepting the Performance Units, you agree to comply with all applicable Brazilian laws and report and pay any
and all applicable Tax-Related Items associated with the vesting
12
and settlement of the Performance Units (including any Dividend Equivalents), the sale of any Shares acquired under the Plan, and the receipt
of any dividends.
Notifications
Foreign Asset/Account Reporting Information . If you are a resident or domiciled in Brazil, you will be required to submit an annual
declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or
greater than US$100,000. The assets and rights that must be reported include Shares acquired under the Plan.
Tax on Financial Transaction (“IOF”) . Cross-border financial transactions relating to the Performance Units (including any Dividend
Equivalents) may be subject to the IOF (tax on financial transactions). You are encouraged to consult with your personal tax advisor for
additional details.
CANADA
Terms and Conditions
Form and Timing of Payment . The following provision supplements Section 4 of this Agreement:
Notwithstanding anything to the contrary in the Agreement or Section 5.4 of the Plan, the Performance Units (including any Dividend
Equivalents) will be settled in Shares only, not cash.
Forfeiture upon Termination of Services . The following provision replaces Section 9(l) of this Agreement:
(l) For purposes of the Performance Units (including any Dividend Equivalents), your employer-employee or service relationship will be
considered terminated as of the date that is the earlier of: (i) the date of termination of employment, (ii) the date you receive notice of
termination from the Employer, or (iii) the date you are no longer actively providing services (regardless of the reason for such termination and
whether or not the termination is later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the
terms of your employment agreement, if any). The Committee shall have the exclusive discretion to determine when you are no longer
actively providing services for the purpose of your Performance Unit grant (including whether you may still be considered to be providing
services while on a leave of absence).
The following provisions will apply if you are a resident of Quebec:
Language Consent . The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices, and legal
proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.
Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention (« Agreement »), ainsi que de tous documents, avis et
procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention.
Data Privacy . The following provision supplements Section 26 of this Agreement:
You hereby authorize the Company and the Company’s representatives to discuss and obtain all relevant information from all personnel,
professional or non-professional, involved in the administration of the Plan. You further authorize the Company, the Employer, its other
Subsidiaries and the Committee to disclose and discuss the Plan with their advisors. You further authorize the Company, the Employer and
any other Subsidiary to record such information and to keep such information in your employee file.
13
Notifications
Securities Law Information . You are permitted to sell Shares acquired under the Plan through the designated broker appointed under the Plan,
if any, provided the sale of the Shares acquired under Plan takes place outside of Canada through the facilities of a stock exchange on which the
Shares are listed ( i.e. , the New York Stock Exchange).
Foreign Asset/Account Reporting Information . If you are a Canadian resident, you must report annually on Form T1135 (Foreign Income
Verification Statement) the foreign property (including Shares acquired under the Plan) you hold if the total cost of such foreign property
exceeds C$100,000 at any time during the year. Unvested Performance Units (including any Dividend Equivalents) also must be reported
(generally at nil cost) on Form T1135 if the C$100,000 threshold is exceeded due to other foreign property you hold. If Shares are acquired,
their cost generally is the adjusted cost base (“ ACB ”) of the Shares. The ACB would normally equal the fair market value of the Shares at
vesting, but if you own other shares, this ACB may have to be averaged with the ACB of the other shares. The Form T1135 must be filed at
the same time you file your annual tax return. You should consult your personal legal advisor to ensure compliance with applicable reporting
obligations.
CHINA
Terms and Conditions
Form and Timing of Payment . The following provision supplements Section 4 of this Agreement.
Notwithstanding anything to the contrary in this Agreement or the Plan, you will not receive any Shares upon settlement of the Performance
Units (including any Dividend Equivalents). Instead, you will receive a cash payment equal in value to the Fair Market Value of the Shares
(including any Dividend Equivalents) on the date the Shares would otherwise be issued to you.
Any cash payment received upon settlement of the Performance Units (including any Dividend Equivalents) will be paid to you through local
payroll in China. In no event will payments under the Plan be made to you into an account outside of China.
COLOMBIA
Terms and Conditions
Labor Law Acknowledgement . You acknowledge that pursuant to Article 128 of the Colombian Labor Code, the Plan and related benefits do
not constitute a component of “salary” for any purposes. Therefore, the Performance Units and related benefits will not be included and/or
considered for purposes of calculating any and all labor benefits, such as legal/fringe benefits, vacations, indemnities, payroll taxes, social
insurance contributions and/or any other labor-related amount which may be payable.
Securities Law Information . The Shares are not and will not be registered in the Colombian registry of publicly traded securities ( Registro
Nacional de Valores y Emisores ). Therefore, the Shares may not be offered to the public in Colombia. Nothing in this document should be
construed as the making of a public offer of securities in Colombia.
14
Notifications
Exchange Control Information . Investment in assets located abroad (such as Shares acquired under the Plan) does not require prior
approval. However, if the value of your aggregate investments held abroad, including Shares, as of December 31 of the applicable calendar
year equals or exceeds US$500,000, these investments must be registered with the Central Bank ( Banco de la Republica ). Upon the sale or
disposition of the investments, you may either choose to keep the resulting sums abroad or to repatriate them to Colombia. If you choose to
repatriate funds to Colombia and you have not registered the investment with the Central Bank, you will need to file Form No. 5 with the
Central Bank upon conversion of funds into local currency, which should be duly completed to reflect the nature of the transaction. If you have
registered the investment with the Central Bank, then you will need to file Form No. 4 with the Central Bank upon conversion of funds into
local currency, which should be duly completed to reflect the nature of the transaction. If you immediately sell the Shares acquired upon
vesting of the Performance Units, no registration is required since no Shares will be held abroad. You are advised to consult with a personal
advisor to ensure you comply with the applicable reporting obligations.
FINLAND
There are no country-specific provisions.
FRANCE
Terms and Conditions
Language . By accepting the grant, you confirm having read and understood the Plan and Agreement which were provided in the English
language. You accept the terms of these documents accordingly.
En acceptant l’attribution, vous confirmez avoir lu et compris le Plan et le Contrat, qui ont été communiqués en langue anglaise. Vous
acceptez les termes de ces documents en connaissance de cause.
Notifications
Tax Information . The Performance Units (including any Dividend Equivalents) are not intended to be French tax-qualified awards.
Foreign Asset/Account Reporting Information . French residents must report all foreign bank and brokerage accounts on an annual basis
(including accounts opened or closed during the tax year) on a specific form together with the income tax return. Failure to comply could
trigger significant penalties.
GERMANY
There are no country-specific provisions.
HUNGARY
There are no country-specific provisions.
15
INDIA
Notifications
Exchange Control Information . You are required to repatriate any proceeds from the sale of Shares acquired under the Plan to India within 90
days of receipt and any dividends within 180 days of receipt. You must obtain a foreign inward remittance certificate (“ FIRC ”) from the
bank where you deposit the foreign currency and should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve
Bank of India or the Employer requests proof of repatriation. You are responsible for complying with applicable exchange control laws in
India.
Because exchange control restrictions in India change frequently, you are advised to consult with your personal advisor before taking any
action under the Plan.
Foreign Asset/Account Reporting Information . You are required to declare any foreign bank accounts and any foreign financial assets
(including Shares held outside India) in your annual tax return. You are solely responsible for complying with this reporting obligation and are
encouraged to consult with your personal tax advisor in this regard.
ITALY
Terms and Conditions
Data Privacy . The following provisions replace Section 26 of this Agreement in its entirety:
You understand that the Company, the Employer and any other Subsidiary may hold certain personal information about you, including, but not
limited to, your name, home address and telephone number, email address, date of birth, social insurance, passport or other identification
number, salary, nationality, job title, any shares or directorships held in the Company or any Subsidiary, details of all Performance Units, or
any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in your favor (“ Data ”), for the exclusive
purpose of implementing, managing and administering the Plan.
You also understand that providing the Company with Data is necessary for the performance of the Plan and that your refusal to provide Data
would make it impossible for the Company to perform its contractual obligations and may affect your ability to participate in the Plan. The
controller of personal data processing is Bunge Limited with registered offices at 50 Main Street, White Plains, New York, 10606, U.S.A., and,
pursuant to Legislative Decree no. 196/2003, its representative in Italy is Bunge Italia Spa., with registered offices at Via Baiona, 203 - 48123
Ravenna, Italy.
You understand that Data will not be publicized. You understand that Data may also be transferred to the independent registered public
accounting firm engaged by the Company. You further understand that the Company and/or its Subsidiaries, will transfer Data among
themselves as necessary for the purpose of implementing, administering and managing your participation in the Plan, and that the Company
and its Subsidiaries may each further transfer Data to banks, other financial institutions, brokers or other third parties assisting the Company
in the implementation, administration, and management of the Plan, including any requisite transfer of Data to a broker or other third party
with whom you may elect to deposit any Shares acquired at vesting of the Performance Units (including any Dividend Equivalents). Such
recipients may receive, possess, process, retain, and transfer Data in electronic or other form, for the purposes of implementing, administering,
and managing your participation in the Plan. You understand that these recipients may be located in or outside the European Economic Area,
such as in the U.S. or elsewhere. Should the Company exercise its discretion in suspending all necessary legal obligations connected with the
management and administration of the
16
Plan, it will delete Data as soon as it has completed all the necessary legal obligations connected with the management and administration of
the Plan.
You understand that Data processing related to the purposes specified above shall take place under automated or non-automated conditions,
anonymously when possible, that comply with the purposes for which Data is collected and with confidentiality and security provisions, as set
forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003.
The processing activity, including communication, the transfer of Data abroad, including outside of the European Economic Area, as herein
specified and pursuant to applicable laws and regulations, does not require your consent thereto, as the processing is necessary to
performance of contractual obligations related to implementation, administration, and management of the Plan. You understand that,
pursuant to Section 7 of the Legislative Decree no. 196/2003, you have the right to, including but not limited to, access, delete, update, correct,
or terminate, for legitimate reason, the Data processing.
Furthermore, you are aware that Data will not be used for direct-marketing purposes. In addition, Data provided can be reviewed and
questions or complaints can be addressed by contacting your local human resources representative.
Plan Document Acknowledgement . You acknowledge that you have read and specifically and expressly approve, without limitation, the
following sections of this Agreement: Sections 6, 7, 8, 9, 11, 15, 17, 20 and the Data Privacy provisions include in this Appendix.
Notifications
Foreign Asset/Account Reporting Information . If at any time during the fiscal year you hold foreign financial assets (including cash and
Shares) which may generate income taxable in Italy, you are required to report these assets on your annual tax return (UNICO Form, RW
Schedule) for the year during which the assets are held, or on a special form if no tax return is due. These reporting obligations will also apply
to Italian residents who are the beneficial owners of foreign financial assets under Italian money laundering provisions.
Foreign Asset Tax Information . The value of the financial assets held outside of Italy by Italian residents is subject to a foreign asset
tax. Financial assets include Shares acquired under the Plan. The taxable amount will be the fair market value of the financial assets assessed
at the end of the calendar year. You are encouraged to consult with your personal tax advisor about the foreign financial assets tax.
MEXICO
Terms and Conditions
Acknowledgement of the Agreement . In accepting the Award granted hereunder, you acknowledge that you have received a copy of the
Plan, have reviewed the Plan and this Agreement in their entirety and fully understand and accept all provisions of the Plan and this
Agreement. You further acknowledge that you have read and specifically and expressly approve the terms and conditions of Section 9 of this
Agreement, in which the following is clearly described and established:
(1)
Your participation in the Plan does not constitute an acquired right.
(2)
The Plan and your participation in the Plan are offered by the Company on a wholly discretionary basis.
(3)
Your participation in the Plan is voluntary.
17
(4)
The Company and the Bunge Group are not responsible for any decrease in the value of the Performance Units granted
and/or Shares issued under the Plan.
Labor Law Acknowledgement and Policy Statement . In accepting any Award granted hereunder, you expressly recognize that the Company,
with registered offices at 50 Main Street, White Plains, New York, 10606, U.S.A. is solely responsible for the administration of the Plan and
that your participation in the Plan and acquisition of Shares do not constitute an employment relationship between you and the Company since
you are participating in the Plan on a wholly commercial basis and your sole employer is Servicios Bunge, S.A. de C.V. or Servicios
Molinos Bunge de México, S.A. de C.V., as applicable, (“ Bunge-Mexico ”). Based on the foregoing, you expressly recognize that the Plan
and the benefits that you may derive from participation in the Plan do not establish any rights between you and the Employer, Bunge-Mexico,
and do not form part of the employment conditions and/or benefits provided by Bunge-Mexico and any modification of the Plan or its
termination shall not constitute a change or impairment of the terms and conditions of your employment.
You further understand that your participation in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the
Company reserves the absolute right to amend and/or discontinue your participation in the Plan at any time without any liability to you.
Finally, you hereby declare that you do not reserve to yourself any action or right to bring any claim against the Company for any
compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and you therefore grant a full and broad
release to the Company, its Subsidiaries, shareholders, officers, agents or legal representatives with respect to any claim that may arise.
Spanish Translation
Reconocimiento del Otorgamiento . Al aceptar cualquier Otorgamiento bajo de este documento, usted reconoce que ha recibido una copia del
Plan, que ha revisado el Plan y el Acuerdo en su totalidad, y que comprende y está de acuerdo con todas las disposiciones del Plan y del
Acuerdo. Asimismo, usted reconoce que ha leído y manifiesta específicamente y expresamente que aprueba de los términos y las condiciones
establecidos en la Sección 9 del Acuerdo, en los que se establece y describe claramente que:
(1)
Su participación en el Plan no constituye un derecho adquirido.
(2)
El Plan y su participación en el mismo son ofrecidos por la Compañía de forma completamente discrecional.
(3)
Su participación en el Plan es voluntaria.
(4)
La Compañía y sus filiales (el “Bunge Group”) no son responsables de ninguna disminución en el valor de las Unidades
o de las Acciones emitidas mediante el Plan.
Reconocimiento de la Ley Laboral y Declaración de Política . Al aceptar cualquier Otorgamiento bajo de este documento, usted reconoce
expresamente que la Compañía, con oficinas registradas y localizadas en 50 Main Street, White Plains, New York, 10606, U.S.A., es la única
responsable por la administración del Plan y que su participación en el mismo y la adquisición de Acciones no constituyen de ninguna manera
una relación laboral entre usted y la Compañía, debido a que su participación en el Plan es únicamente una relación comercial y su único
empleador es Servicios Bunge, S.A. de C.V. o Servicios Molinos Bunge de México, S.A. de C.V., como sea aplicable, (“ Bunge-M é xico
”). Derivado de lo anterior, usted reconoce expresamente que el Plan y los beneficios a su favor que pudieran derivar de la participación en el
mismo no establecen ningún derecho entre usted y el Empleador, Bunge — México, y
18
no forman parte de las condiciones laborales y/o los beneficios otorgados por Bunge — México, y cualquier modificación del Plan o la
terminación del mismo no constituirá un cambio o desmejora de los términos y las condiciones de su trabajo.
Asimismo, usted entiende que su participación en el Plan se ha resultado de la decisión unilateral y discrecional de la Compañía; por lo tanto, la
Compañía se reserva el derecho absoluto de modificar y/o descontinuar su participación en el Plan en cualquier momento y sin ninguna
responsabilidad para usted.
Finalmente, usted manifiesta que no se reserva ninguna acción o derecho que origine una demanda en contra de la Compañía por cualquier
compensación o daños y perjuicios en relación con cualquier disposición del Plan o de los beneficios derivados del mismo, y en consecuencia
usted exime amplia y completamente a la Compañía de toda responsabilidad, como así también a sus Filiales, accionistas, directores, agentes o
representantes legales con respecto a cualquier demanda que pudiera surgir.
NETHERLANDS
There are no country-specific provisions.
PARAGUAY
There are no country-specific provisions.
PHILIPPINES
Notifications
Securities Law Information . You are permitted to dispose or sell Shares acquired under the Plan provided the offer and resale of the Shares
takes place outside the Philippines through the facilities of a stock exchange on which the Shares are listed. The Shares are currently listed on
the New York Stock Exchange in the U.S.
POLAND
Notifications
Exchange Control Information . If you hold foreign securities (including Shares) and maintain accounts abroad, you will be required to file
certain reports with the National Bank of Poland on the transactions and balances of the securities and cash deposited in such accounts if the
value of such transactions or balances exceeds PLN 7,000,000 in the aggregate. If required, you must file reports on the transactions and
balances of the accounts on a quarterly basis on special forms available on the website of the National Bank of Poland.
In addition, if you transfer funds in excess of €15,000 into Poland in connection with the sale of Shares under the Plan, the funds must be
transferred via a bank account held at a bank in Poland. You are required to retain the documents connected with a foreign exchange
transaction for a period of five years, as measured from the end of the year in which such transaction occurred.
ROMANIA
Notifications
Exchange Control Information . If you deposit the proceeds from the sale of Shares issued to you at vesting and settlement of the Performance
Units (including any Dividend Equivalents) in a bank account
19
in Romania, you may be required to provide the Romanian bank with appropriate documentation explaining the source of the funds. You
should consult your personal advisor to determine whether you will be required to submit such documentation to the Romanian bank.
RUSSIA
Terms and Conditions
U.S. Transaction and Sale Restrictions . You understand that your acceptance of the Performance Units results in a contract between you and
the Company that is completed in the U.S. and that this Agreement is governed by the laws of the State of New York, without giving effect to
the conflict of laws principles thereof. Further, any Shares to be issued to you upon vesting and settlement of the Award shall be delivered to
you through a bank or brokerage account in the U.S. You are not permitted to sell the Shares directly to other Russian legal entities or
residents.
Securities Law Requirements . Any Performance Units granted hereunder, this Agreement, the Plan and all other materials you may receive
regarding your participation in the Plan or any Performance Units granted hereunder do not constitute advertising or an offering of securities in
Russia. The issuance of Shares under the Plan has not and will not be registered in Russia; therefore, Shares may not be offered or placed in
public circulation in Russia.
In no event will Shares acquired under the Plan be delivered to you in Russia; all Shares will be maintained on your behalf in the U.S.
Exchange Control Requirements . You understand and agree that, pursuant to Russian exchange control requirements, you will be required to
repatriate to Russia the cash proceeds from the sale of the Shares issued to you upon settlement of the Performance Units and from the receipt
of any Dividend Equivalents paid on such Shares, unless such proceeds will be paid into and held in your brokerage account in the U.S., for
example, for reinvestment purposes. As an express statutory exception to this requirement, cash dividends (but not Dividend Equivalents) paid
on Shares can be paid directly into a foreign bank or brokerage account opened with a foreign bank located in Organisation for Economic
Co-operation and Development (“ OECD ”) or Financial Action Task Force (“ FATF ”) countries, without first remitting them to a bank
account in Russia. Other statutory exceptions may apply, and you should consult with your personal legal advisor in this regard.
You further agree to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance
with exchange control requirements in Russia. Without limiting the generality of the foregoing, you acknowledge that the Company reserves
the right, in its sole discretion depending on developments in Russian exchange control laws and regulations, to force the immediate sale of any
Shares to be issued upon vesting of the Performance Units. You further agree that, if applicable, the Company is authorized to instruct Morgan
Stanley Smith Barney LLC (or such other broker as may be designated by the Company) to assist with the mandatory sale of such Shares (on
your behalf pursuant to this authorization) and you expressly authorize Morgan Stanley Smith Barney LLC (or such other broker as may be
designated by the Company) to complete the sale of such Shares. You further acknowledge that Morgan Stanley Smith Barney LLC (or such
other broker as may be designated by the Company) is under no obligation to arrange for the sale of the Shares at any particular trading
price. Upon the sale of Shares, you will receive the cash proceeds from the sale of Shares, less any brokerage fees or commissions and subject
to your obligations in connection with the Tax-Related Items.
20
You are strongly encouraged to contact your personal advisor to confirm the applicable Russian exchange control rules because significant
penalties may apply in the case of non-compliance and because exchange control requirements may change.
Labor Law Acknowledgement . You acknowledge that if you continue to hold Shares acquired under the Plan after an involuntary termination
of your employment, you will not be eligible to receive unemployment benefits in Russia.
Notifications
Foreign Asset/Account Reporting Information . Russian residents are required to notify Russian tax authorities within one (1) month of
opening, closing or changing the details of a foreign account. Russian residents also are required to report (i) the beginning and ending
balances in such a foreign bank account each year and (ii) transactions related to such a foreign account during the year to the Russian tax
authorities, on or before June 1 of the following year. The tax authorities can require you to provide appropriate supporting documents related
to transactions in a foreign bank account. You are encouraged to contact your personal advisor before remitting your proceeds from
participation in the Plan to Russia as exchange control requirements may change.
Anti-Corruption Legislation Information . Individuals holding public office in Russia, as well as their spouses and dependent children, may be
prohibited from opening or maintaining a foreign brokerage or bank account and holding any securities, whether acquired directly or indirectly,
in a foreign company (including Shares acquired under the Plan). You should consult with your personal legal advisor to determine whether
this restriction applies to your circumstances.
SINGAPORE
Terms and Conditions
Restriction on Sale and Transferability . You hereby agree that any Shares acquired pursuant to the Performance Units will not be offered for
sale in Singapore prior to the six-month anniversary of the Date of Grant, unless such sale or offer is made pursuant to one or more exemptions
under Part XIII Division 1 Subdivision (4) (other than section 280) of the Securities and Futures Act (Chap. 289, 2006 Ed.) (“ SFA ”).
Notifications
Securities Law Information . The grant of the Performance Units is being made pursuant to the “Qualifying Person” exemption under section
273(1)(f) of the SFA, on which basis it is exempt from the prospectus and registration requirements under the SFA, and is not made with a
view to the Performance Units being subsequently offered for sale to any other party. The Plan has not and will not be lodged or registered as
a prospectus with the Monetary Authority of Singapore.
Chief Executive Officer and Director Notification Requirement . The Chief Executive Officer (“ CEO ”) and the directors, associate directors
and shadow directors of a Singapore Subsidiary are subject to certain notification requirements under the Singapore Companies Act. The
CEO, directors, associate directors and shadow directors must notify the Singapore Subsidiary in writing of an interest ( e.g., Performance
Units, Shares, etc.) in the Company or any related company within two (2) business days of (i) its acquisition or disposal, (ii) any change in a
previously disclosed interest ( e.g., when the Shares are sold), or (iii) becoming the CEO or a director, associate director or shadow director.
21
SOUTH AFRICA
Terms and Conditions
Tax Withholding . The following provision supplements Section 7 of this Agreement:
By accepting the Performance Units, you agree that, immediately upon vesting and settlement of the Performance Units, you will notify your
Employer of the amount of any gain realized. If you fail to advise the Employer of the gain realized upon vesting and settlement, you may be
liable for a fine. You will be solely responsible for paying any difference between your actual tax liability and the amount withheld by the
Employer.
Notifications
Exchange Control Information . Because no transfer of funds from South Africa is required under the Performance Units, no filing or
reporting requirements should apply when the Performance Units are granted or when Shares are issued upon vesting and settlement of the
Performance Units. However, because the exchange control regulations are subject to change, you should consult your personal advisor prior
to vesting and settlement of the Performance Units to ensure compliance with current regulations. You are responsible for ensuring
compliance with all exchange control laws in South Africa.
SPAIN
Terms and Conditions
Labor Law Acknowledgement . The following provision supplements Section 9 of this Agreement:
By accepting the Performance Units granted hereunder, you consent to participation in the Plan and acknowledge that you have received a copy
of the Plan.
You understand that the Company has unilaterally, gratuitously and in its sole discretion decided to grant Performance Units under the Plan to
individuals who may be members of the Board or Employees throughout the world. The decision is a limited decision, which is entered into
upon the express assumption and condition that any Performance Units granted will not economically or otherwise bind the Company or any of
its Subsidiaries on an ongoing basis, other than as expressly set forth in this Agreement. Consequently, you understand that the Performance
Units granted hereunder are given on the assumption and condition that they shall not become a part of any employment contract (either with
the Company or any of its Subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance
compensation) or any other right whatsoever. Further, you understand and freely accept that there is no guarantee that any benefit whatsoever
shall arise from any gratuitous and discretionary grant of Performance Units since the future value of the Performance Units and the underlying
Shares is unknown and unpredictable. In addition, you understand that any Performance Units granted hereunder would not be made but for
the assumptions and conditions referred to above; thus, you understand, acknowledge and freely accept that, should any or all of the
assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of Performance Units or right to
Performance Units shall be null and void.
Further, the vesting of the Performance Units is expressly conditioned on your continued and active rendering of service, such that if your
employment terminates for any reason whatsoever, the Performance Units may cease vesting immediately, in whole or in part, effective on the
date of your termination of employment (unless otherwise specifically provided in Section 6 of the Agreement). This will be the case, for
example, even if (i) you are considered to be unfairly dismissed without good cause ( i.e., subject to a “ despido improcedente ”); (ii) you are
dismissed for disciplinary or objective reasons or
22
due to a collective dismissal; (iii) you terminate service due to a change of work location, duties or any other employment or contractual
condition; (iv) you terminate service due to a unilateral breach of contract by the Company or a Subsidiary; or (v) your employment terminates
for any other reason whatsoever. Consequently, upon termination of your employment for any of the above reasons, you may automatically
lose any rights to Performance Units that were not vested on the date of your termination of employment, as described in the Plan and this
Agreement.
Finally, you acknowledge that you have read and specifically accept the conditions referred to in Section 6 of this Agreement.
Notifications
Securities Law Information . No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the
Spanish territory regarding the Performance Units. No public offering prospectus has been, nor will it be, registered with the Comisión
Nacional del Mercado de Valores (Spanish Securities Exchange Commission) (“ CNMV ”). Neither the Plan nor this Agreement constitute a
public offering prospectus and neither has been, nor will either be, registered with the CNMV.
Exchange Control Information . To participate in the Plan, you must comply with exchange control regulations in Spain. You are required to
declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the Shares held in
such accounts, depending on the value of the transactions during the prior tax year or the balances in such accounts as of December 31 of the
prior tax year.
You also must declare any Shares that are acquired under the Plan to the Dirección General de Comercio e Inversiones of the Ministry of
Industry, Tourism and Commerce (the “ DGCI ”). After the initial declaration, the declaration must be filed with the DGCI on a Form D-6 on
an annual basis each January while the Shares are owned. However, if the value of the Shares acquired under the Plan or the amount of the
sale proceeds exceeds €1,502,530, the declaration must be filed within one month of the acquisition or sale, as applicable.
Foreign Asset/Account Reporting Information . If you hold rights or assets ( e.g., Shares or cash held in a bank or brokerage account) outside
of Spain with a value in excess of €50,000 per type of right or asset ( e.g., Shares, cash, etc.) as of December 31, you are required to report
certain information regarding such rights and assets on tax form 720. After such rights and/or assets are initially reported, the reporting
obligation will only apply for subsequent years if the value of any previously-reported rights or assets increases by more than €20,000 or you
sell or otherwise dispose of previously-reported rights or assets. The reporting must be completed by the following March 31.
SWITZERLAND
Notifications
Sec urities Law Information . The Awards are not intended to be publicly offered in or from Switzerland. Because this is a private offering in
Switzerland, the Performance Units are not subject to registration in Switzerland. Neither this document nor any other materials relating to the
Performance Units constitutes a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations. Finally,
neither this document nor any other materials relating to the Performance Units may be publicly distributed nor otherwise made publicly
available in Switzerland.
23
TURKEY
Notifications
Securities Law Information . The Performance Units are made available only to Employees and the offer of participation in the Plan is a
private offering. The grant of Performance Units and the issuance of Shares at vesting take place outside of Turkey. Furthermore, the sale of
Shares acquired under the Plan is not permitted within Turkey. The Shares are currently traded on the New York Stock Exchange in the U.S.
under the ticker symbol “BG” and Shares may be sold on this exchange.
Financial Intermediary Information . Pursuant to Decree No. 32 on the Protection of the Value of the Turkish Currency (“ Decree 32 ”) and
Communiqué No. 2008-32/34 on Decree No. 32, any activity related to investments in foreign securities ( e.g., the sale of Shares acquired
under the Plan) must be conducted through a bank or financial intermediary institution licensed by the Turkish Capital Markets Board and
should be reported to the Turkish Capital Markets Board. You are solely responsible for complying with this requirement and should contact
your personal legal advisor for further information regarding your obligations in this respect.
UKRAINE
Terms and Conditions
Form and Timing of Payment . The following provision supplements Section 4 of this Agreement.
Notwithstanding anything to the contrary in this Agreement or the Plan, you will not receive any Shares upon settlement of the Performance
Units (including any Dividend Equivalents). Instead, you will receive a cash payment equal in value to the Fair Market Value of the Shares
(including any Dividend Equivalents) on the date the Shares would otherwise be issued to you.
Any cash payment received upon settlement of the Performance Units (including any Dividend Equivalents) will be paid to you through local
payroll in the Ukraine. In no event will payments under the Plan be made to you into an account outside of the Ukraine.
UNITED KINGDOM
Terms and Conditions
Tax Withholding . The following provisions supplement Section 7 of this Agreement:
You agree that, if you do not pay or the Employer or the Company does not withhold from you the full amount of income tax that you owe at
vesting of the Performance Units (including any Dividend Equivalents), or the release or assignment of the Performance Units (including any
Dividend Equivalents) for consideration, or the receipt of any other benefit in connection with the Performance Units (the “ Taxable Event ”)
within 90 days of the U.K. tax year within which the Taxable Event occurs, or such other period specified in Section 222(1)(c) of the U.K.
Income Tax (Earnings and Pensions) Act 2003 (the “ Due Date ”), then the amount that should have been withheld shall constitute a loan owed
by you to the Employer, effective as of the Due Date. You agree that the loan will bear interest at the Her Majesty’s Revenue and Customs’ (“
HMRC ”) official rate and will be immediately due and repayable by you, and the Company and/or the Employer may recover it at any time
thereafter by any of the means set forth in Section 7 of this Agreement.
24
Notwithstanding the foregoing, if you are an executive officer or director (within the meaning of Section 13(k) of the Exchange Act), the terms
of the immediately foregoing provision will not apply. In the event that you are an executive officer or director and income tax is not collected
from or paid by you by the Due Date, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax
and National Insurance contributions (“ NICs ”) may be due. You will be responsible for reporting and accounting for any income tax due on
this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer, as applicable,
for the value of any NICs due on this additional benefit, which the Company or the Employer may recover at any time thereafter by any of the
means set forth in Section 7 of this Agreement.
UNITED STATES
Notifications
Foreign Asset/Account Reporting Information . The Foreign Account Tax Compliance Act (“ FATCA ”), pertains to U.S. citizens and/or U.S.
taxpayers who participate in or hold equity-based awards ( e.g., stock options, Performance Units, RSUs) in one or more equity compensation
plans offered by the Company. Under FATCA, the Company is considered a “non-U.S. issuer” with the result that you may have reporting
obligations on Form 8938 when filing your annual income tax return. Information regarding Form 8938 is available at
http://www.irs.gov/pub/irs-pdf/i8938.pdf.
These reporting obligations apply to the extent the aggregate value of your holdings (when aggregated with other specified foreign financial
assets held by you) exceed certain thresholds. The threshold amounts of the value of the equity holdings (and other foreign assets) that trigger
the reporting obligations depend on your filing status ( e.g., unmarried/married filing separately) and whether you reside in the U.S. or outside
of the U.S. Shares issued by a non-U.S. issuer that are held in a financial account maintained by a U.S. financial institution (such as a
brokerage firm) are not subject to these reporting requirements. However, it is not clear under current guidance whether rights to acquire
Shares, such as Performance Units ( i.e., as opposed to Shares you own), are eligible for this exception. You are encouraged to consult your
personal tax advisor to determine whether these FATCA reporting requirements apply to you as a result of your equity holdings in the
Company, including the Performance Units or Shares you acquire under the Plan.
URUGUAY
There are no country-specific provisions.
VIETNAM
Terms and Conditions
Form and Timing of Payment . The following provision supplements Section 4 of this Agreement.
Notwithstanding anything to the contrary in this Agreement or the Plan, you will not receive any Shares upon settlement of the Performance
Units (including any Dividend Equivalents). Instead, you will receive a cash payment equal in value to the Fair Market Value of the Shares
(including any Dividend Equivalents) on the date the Shares would otherwise be issued to you.
Any cash payment received upon settlement of the Performance Units (including any Dividend Equivalents) will be paid to you through local
payroll in Vietnam. In no event will payments under the Plan be made to you into an account outside of Vietnam.
25
Exhibit 10.53
BUNGE
Mr.Brian Thomsen
[ADDRESS]
[ADDRESS]
April 11, 2014
Dear Brian,
I am pleased to confirm the following terms and conditions in connection with your promotion to the position of Managing Director Bunge
Global Agribusiness and CEO Bunge Product Lines effective May 1, 2014 based in Geneva and reporting directly to Soren Schroder.
1.
Base Salary: Your annual base salary will be CHF 770,000.
2.
Annual Incentive Program: You will continue to be eligible for consideration for an award under the Company’s
Annual Incentive Program. As Managing Director Bunge Global Agribusiness and CEO Bunge Product Lines, your target
annual incentive award is 150% of your base salary, with a maximum upward potential of 2.5 times this amount. Your AIP
award for 2014 will be calculated on a pro rata basis to reflect the relevant parameters for the time worked as Global Product
Line Director (January 1, April 30, 2014) and Managing Director Bunge Global Agribusiness / CEO Bunge Product Lines
(May 1 — December 31, 2014), respectively.
3.
Special Agribusiness Incentive Program: You will also be eligible for the CEO Bunge Product Lines Special Incentive
Program with a target annual award of 150% of your base salary, with a maximum upward potential of 2.5 times this amount.
This award is based on the Risk Adjusted Profit covering the Oilseed and Grains, Freight and FSG Product Lines with the
targets to be confirmed by the Compensation Committee in May. Your award for 2014 will be calculated on a pro rata basis to
reflect the relevant parameters for the time worked as Global Product Line Director with respect to the Product Line Incentive
Program (January 1, - April 30, 2014) and Managing Director Bunge Global Agribusiness / CEO Bunge Product Lines under
the Special Incentive Program (May 1 — December 31, 2014), respectively.
4.
Long Term Incentive Program: You will continue to be eligible for consideration for awards under the Company’s
Equity Incentive Program with an estimated present value of $2,000,000 in 2015.
In addition to the award you received on February 28, 2014 with a present value of US$ 280,000, you will receive effective
May 1, 2014:
(a)
an award of 9,500 Performance-Based Restricted Stock units vesting on February 28, 2017 based on performance
against our target EPS and ROIC for the 2014 —2016 period, and
(b)
an award of 28,500 Non-Qualified Stock Options vesting at a rate of one-third on each of the first three anniversaries of
the date of your promotion with a term of ten years,
with the combined present value (for items (a) and (b) of approximately $1,500,000; and
(c)
an additional award of:
(i)
4,000 Performance-Based Restricted Stock units vesting on February 28, 2017 based on performance against our
target EPS and ROIC for the 2014 — 2016 period, and
(ii)
12,000 Non-Qualified Stock Options vesting at a rate of one-third on each of the first three anniversaries of the
date of your promotion with a term of ten years,
in recognition of your appointment to the Executive Committee with a combined present value of approximately $640,000.
5.
Share Ownership Guidelines: You acknowledge that you will make your best effort to comply with Bunge’s Share
Ownership Guidelines which have been established to better align the interests of senior executives with interests of the
shareholders. A summary of the guidelines appears in the attachment to this letter.
6.
Benefits: You will continue to be eligible for Bunge’s benefits programs in Geneva. In addition, you will receive a gross
monthly car allowance of CHF 1,350.
7.
Severance: In the event your employment is terminated by the Company without Cause, you will receive (upon the
release of any employment related claims and covenants in form and substance satisfactory to both you and Bunge) a payment
equivalent to your then prevailing annual base salary plus the target Annual Incentive Program award amount. This payment
will be offset by an amount equal to the number of months’ notice period you receive, if any, multiplied by your annual base
salary plus the target Annual Incentive Program award amount expressed on a monthly basis.
8.
Confidentiality: The Employee is aware that all information, which has been or will be directly or indirectly disclosed to
the Employee, in whatever form, by the Company or any of its employees, agents, advisers, contractors, consultants,
subcontractors or those of its affiliates, or which the Employee has otherwise acquired, for the purposes of or in relation to his
employment relationship with the Company, including financial information, business documentation, information about the
Company or any of its subsidiaries and related companies, lists of clients and business partners, marketing reports, list of
employees and personal details of such employees, executed or standard form agreements, contractual relations, policies,
procedures, processes, technologies, theories, financial data, know-how, trade secrets, methodologies, as well as any other types
of information, which might be designated as ‘confidential’ or which can be reasonably expected to be confidential, is
considered “confidential information”.
2
Employee undertakes to use confidential information only for the purposes of the performance of his work and not to disclose
confidential information to any third party without the prior written authorization of the Company, except for information
which the Employee may be required to disclose pursuant to the order, claim, injunction, decision of a court of competent
jurisdiction or any regulatory authority, a lawsuit or any law or regulation in force, being understood that the Employee
undertakes to notify promptly the Company of such requirement, in order to enable the Company to consent such disclosure or
otherwise to agree the timing and content of such disclosure. In any event, the Employee shall furnish only that portion of the
confidential information that the Employee is compelled to disclose.
The Employee is aware that any unauthorized disclosure of confidential information may cause substantial and irreparable
damage to the business of the Company and its holding, subsidiary and affiliated companies.
Confidential information shall in no event include information which: (i) is known or open to the public or otherwise in the
public domain at the time of disclosure or after disclosure, except by breach of this statement; (ii) is already known to the
undersigned at the time of disclosure as evidenced by written documents; or (iii) is obtained by the undersigned from a third
party who has right to disclose it.
Any and all obligations of the Employee undertaken hereunder shall remain in force after termination of the Employment
Contract.
The Employee undertakes that except as required by law or unless the Employee has obtained the appropriate written consent
of the Company, the Employee shall not disclose to any person or entity (other than Employee’s legal or financial advisors or
members of Employee’s immediate family) the terms and conditions of the Employment Contract. The Employee shall ensure
that the members of his family to whom the Employee has disclosed confidential information, will keep it as confidential.
9.
Intellectual Property Rights: All intellectual property, created by the Employee during the term of validity of this
Employment Contract in relation to the employment of the Employee with the Company, as well as the right to disclose, utilize
and allow the utilization of such property by third parties, to reprocess, divulge, duplicate, trade with, license or execute
franchise deals, and the performance of any and all other legal and factual activities, shall be the exclusive right of the
Company and the Employee shall not have any rights over, or ownership in, such property. The Employee shall make and
maintain adequate and current written records of all his activities and the activities of his office, which records shall be and
shall remain the exclusive property of and available to the Company and/or its designated nominees at all times.
10.
Non- Solicitation: For a period of 18 months as of the termination of this Employment Contract, the Employee shall not
attempt, without the Company’s prior written consent directly or indirectly, to induce any employee or agent of the
3
Company, or of any subsidiary or affiliate thereof to cease providing services to the Company, or any subsidiary or affiliate
thereof.
11.
Miscellaneous: This Employment Contract shall enter into force on the date first above mentioned.
The Employee Handbook attached to this Employment Contract as well as the Company’s policies communicated to the
Employee in writing during the term of the Employment Contract form an integral part of this Employment Contract and are
subject to revision and amendment by the Company from time to time.
In case of any discrepancies between the terms of this Employment Contract and the terms of the Employment Handbook or a
policy, the provisions of this Employment Contract shall prevail.
Any amendment to any provision of this Employment Contract shall be made in writing, signed by both Parties.
Should any provision of this Employment Contract be declared be void or unenforceable by any competent court or jurisdiction,
the remaining provisions shall remain in full force and effect, to be read and construed as if the void or unenforceable
provisions were originally deleted.
The Employee has read, and agrees with, the terms and conditions of this Employment Contract and the Employee Handbook.
12.
Applicable Law and Jurisdiction: This Employment Contract shall be governed by and shall be construed in accordance
with the substantive laws of Switzerland.
13.
Any dispute arising out of or in relation to this Employment Contract that the Parties cannot resolve by negotiation shall be
subject to the jurisdiction of the competent courts of Geneva, Switzerland.
Bunge:
In Agreement
/s/ Vicente Teixeira
Vicente Teixeira
/s/ Brian Thomsen
Brian Thomsen
Date:
Date:
4/16/2014
4
4/16/2014
BUNGE EXECUTIVE COMMITTEE SHARE OWNERSHIP GUIDELINES
EFFECTIVE OCTOBER 9, 2012
Salary Multiple:
Chairman and CEO:
Other Executive Committee Members:
6.0X
3.0X
Years to Fulfill Guidelines:
5
Satisfaction Period Start Date:
Later of:
February 25, 2005
Date of Appointment to Committee
Shares Included toward Ownership:
Holding/Retention Policy:
 Shares directly owned
 Stock Units held in Bunge’s Deferred Compensation Plans
 50% of the value of vested in-the-money stock options
 50% of the value of unvested time based restricted stock units
Must retain 50% of the net shares acquired through Bunge’s Equity Incentive Plan
until guideline is met
Must retain 100% if guideline is not met over the 5-year period
Exhibit 10.54
BUNGE
Mr. Thomas M. Boehlert
[ADDRESS]
[ADDRESS]
December 7, 2016
Dear Thomas,
1.
Offer and Position
We are very pleased to extend an offer of employment to you for the position of Executive Vice President and Chief Financial Officer of Bunge
Limited (the “Company” ). You will report directly to the Chief Executive Officer of Bunge. You will assume the role of Chief Financial
Officer on January 1, 2017. This offer of employment is subject to the terms and conditions set forth in this letter and are conditioned on your
satisfactory completion of certain requirements, as more fully explained below. We are looking forward to having you on the team leading this
very important area of the Company and helping to further Bunge’s growth and profitability.
2.
Start Date
Subject to satisfaction of the conditions described in this letter, your anticipated start date is December 8, 2016 (the “Start Date”) .
3.
Duties
In your capacity as Executive Vice President and Chief Financial Officer, you will perform such duties and responsibilities that are
commensurate with your positions and such other duties as may be assigned to you from time to time by the Board of Directors of the
Company (the “Board”) or the Chief Executive Officer of the Company, consistent with your role as a senior executive officer of the
Company. You agree to devote your full business time, attention and best efforts to the performance of your duties and to the furtherance of the
Company’s interests. Notwithstanding the foregoing, you may perform charitable and community activities and, subject to the Board’s prior
written approval, serve on the boards of other entities (public or private), provided that none of these activities interferes with the performance
of your duties under this letter or creates a conflict of interest.
4.
Location
Your principal place of employment will be at our corporate headquarters in White Plains, New York, subject to business travel as needed to
fulfil your employment duties and responsibilities.
5.
Base Salary
During your employment with the Company, you will be entitled to receive a base salary (“ Base Salary ”) at a rate of $680,000 per annum,
payable in arrears in substantially equal installments in accordance with the Company’s payroll practices, as in effect from time to time. Any
adjustments in Base Salary shall be made by the Compensation Committee of the Board (the “Compensation Committee”) in its sole
discretion; provided , however , that such Base Salary may be increased but not decreased.
6.
Transition Expenses
You will be paid a one-time lump sum amount of $30,000 within 30 days following the Start Date to cover transition expenses (“ Transition
Payment ”). If your employment is terminated by the Company for Cause (as defined below) or if you resign your employment without Good
Reason (as defined below) prior to the first anniversary of the Start Date, you agree to repay the gross amount of the Transition Payment within
30 days following your termination date.
To the extent permitted by applicable law, you authorize the Company to deduct from any amount due to you, including your final paycheck
and any severance benefits, the Transition Payment subject to repayment. If such deductions are insufficient to reimburse the Company for the
full amount owed, you will remain personally liable for the remaining balance.
7.
Annual Bonus Program
Beginning in 2017, you will be eligible to participate in the Company’s Annual Incentive Plan (or such successor plan) (the “AIP”). Your
target bonus opportunity will be 100% of your Base Salary, with a maximum pay out opportunity of 250% of your target bonus opportunity.
Actual payments will be determined based on a combination of Company and individual performance goals achieved against the applicable
performance goals established by the Compensation Committee of the Board of Directors (the “Compensation Committee”), in its discretion,
for the performance period. Your annual bonus opportunity will be subject to the terms and conditions of the AIP (including timing of
payments).
In the case of your death or Disability (as defined in the AIP), you will be eligible to receive a pro rata portion of the annual bonus under the
AIP for the calendar year in which you terminate employment due to death or Disability based on (i) the Company and individual performance
goals achieved for the applicable performance period and (ii) a fraction where the numerator is the number of days in the fiscal year through
your termination date and the denominator is the total number of days in the fiscal year, payable at the time that bonuses are payable to AIP
participants generally.
2
8.
Long Term Incentive Program
You will also be eligible for consideration for an annual equity award under the Company’s 2016 Equity Incentive Plan (or such successor
plan) (the “EIP”). The aggregate value of the award on the grant date will be established annually by the Compensation Committee, in its
discretion, based on a competitive analysis of Bunge’s peer companies and such other factors as determined by the Compensation Committee.
Awards are typically granted in the form of stock options and performance based restricted stock units during the first quarter of each calendar
year. For the award that will be made in 2017, the target aggregate value of your award on the grant date will be $1,800,000.
As soon as practicable following the Start Date, you will receive a one-time equity award of 8,500 performance based restricted stock units (the
“One Time Equity Award”). The award will be subject to the terms and conditions of the EIP and the applicable award agreement
(substantially in the form of the award agreement previously provided to you, with no material adverse changes to you) and will vest on
March 1, 2019, subject to the satisfaction of the Company based performance objectives set forth in the award agreement.
Notwithstanding the forgoing, unless specifically prohibited by the EIP, in the event of (i) the occurrence of a Change of Control (as defined in
the EIP) and (ii) a termination of your employment by the Company without Cause or by you for Good Reason on or before the two year
anniversary of the occurrence of a Change of Control (the “ Change of Control Treatment ”):
(a)
Any restrictions imposed on outstanding RSUs (as defined in the EIP), if any, will be deemed to have expired;
(b)
With respect to all outstanding Performance Units (as defined in the EIP) and other performance-based awards, the
Compensation Committee (i) shall determine the greater of (x) the payout at the target number of Performance Units granted for the entire
Performance Period (as defined in the EIP) and (y) the payout based upon the actual performance level attained as of the last day of the
calendar quarter immediately prior to the date of your termination without Cause or resignation for Good Reason, in either case, after giving
effect to the accumulation of Dividend Equivalents (as defined in the EIP), and (ii) shall pay to you the greater of such amounts, prorated based
upon the number of complete and partial calendar months within the Performance Period which have elapsed as of the date of your termination
without Cause or resignation for Good Reason (as applicable). Payment shall be made in cash or in shares, as determined by the Compensation
Committee, in its discretion, on the 60th calendar day following the date of your termination of employment with the Company;
(c)
exercisable; and
(d)
All outstanding and unvested Options and SARs (as such terms are defined in the EIP) shall become immediately
Any restrictions imposed on any outstanding and unvested Other Awards (as defined in the EIP) shall be deemed to have
expired.
3
In the event of a Change of Control, any or all outstanding Awards (as defined in the EIP) may be assumed or replaced by the successor entity.
In the alternative, the successor entity may substitute equivalent Awards that include the Change of Control Treatment or provide substantially
similar consideration to you as was provided to shareholders of the Company (after taking into account the existing provisions of the Awards),
which substantially similar consideration shall include the Change of Control Treatment. In the event such successor entity refuses to assume,
replace or substitute Awards, on the terms provided above, pursuant to a Change of Control, then notwithstanding any other provision in the
EIP to the contrary, such Awards shall have their vesting accelerate as to all shares subject to such Awards immediately prior to the Change of
Control and then such Awards will terminate. In addition, in the event such successor entity refuses to assume, replace or substitute Awards, on
the terms above, the Compensation Committee will notify you in writing that such Awards will be exercisable for a reasonable period of time
determined by the Compensation Committee in its discretion, and such Awards will terminate upon the expiration of such period. Awards need
not be treated similarly in a Change of Control.
9.
Benefits and Perquisites
You will be eligible to participate in the employee benefit plans and programs generally available to the Company’s U.S. based senior
executives, subject to the terms and conditions of such plans and programs. The Company will provide you with a description of the plans and
programs separately. You will be entitled to paid time-off leave in accordance with the Company’s policies in effect from time to time (for
2017, you will be eligible for 35 paid time-off days). You will also be entitled to the fringe benefits and perquisites that are generally made
available to the Company’s U.S. based senior executives in accordance with the eligibility and other provisions of such plans and programs.
The Company reserves the right to amend, modify or terminate any of its benefit plans or programs at any time and for any reason. In addition,
the Company will provide you with coverage under the Company’s customary director and officer indemnification arrangements, subject to
applicable law.
10.
Severance Benefits
If your employment is terminated by the Company without Cause or by you for Good Reason, subject to your execution of a release of claims
in form and substance reasonably satisfactory to both you and the Company that becomes irrevocable not later than the 60th calendar day
following the date of your termination of employment (the “ Release ”), you will be eligible to receive the following: (i) a lump sum severance
payment equal to 12 months of your then prevailing Base Salary, plus your target annual bonus opportunity for the year in which the
termination of employment occurs, payable on the date of the Company’s first payroll following the 60th calendar day of the date of your
termination of employment; and (ii) a pro rata portion of the annual bonus under the AIP for the calendar year in which you terminate
employment based on (a) the Company and individual performance goals achieved for the applicable performance period and (b) a fraction
where the numerator is the number of days in the fiscal year through
4
your termination date and the denominator is the total number of days in the fiscal year, payable at the time that bonuses are payable to AIP
participants generally.
For purposes of this offer letter, “ Cause ” means the termination of your employment with the Company because of:
(i)
any willful act or omission or any act of gross negligence that constitutes a material breach by you of this letter;
(ii)
any willful and continued failure or refusal by you to substantially perform the duties required of you;
(iii)
your conviction of, or a plea of nolo contendere to, a felony, under U.S. law or applicable state law or any similar offense under
non-U.S. law, or any misdemeanor or similar offense under non-U.S. law involving moral turpitude (other than any traffic-related offense);
(iv)
any willful commission of an act of fraud, forgery, theft, misappropriation or embezzlement; or
(v)
any other willful misconduct by you that is materially injurious to the financial condition or business reputation of, or is
otherwise materially injurious to, the Company;
provided , however , that, if an event of Cause relates to clauses (i) or (ii) above, the Company may not terminate your employment for Cause
unless (a) the Company first gives you notice of its intention to terminate and of the grounds for such termination within 90 days following
such event and (b) you have not, within 30 days following receipt of such notice, cured such Cause in a manner that is reasonably satisfactory
to the Compensation Committee, or in the event such Cause is not susceptible to cure within such 30-day period, the Compensation Committee
reasonably determines that you have not taken all reasonable steps within such 30-day period to cure such Cause as promptly as practicable
thereafter.
For purposes of this offer letter, “ Good Reason ” means your resignation of employment with the Company because of (without your
consent):
(a)
a failure by the Company to pay material compensation due and payable to you in connection with your employment;
(b)
a material diminution of your duties, responsibilities or positions from those set forth in Paragraph 3;
(c)
the occurrence of acts or conduct on the part of the Company, its officers, representatives or stockholders that prevent you from,
or substantially hinder you in, performing your duties or responsibilities pursuant to Paragraph 3; or
5
(d)
if immediately prior to a Change of Control Period your principal place of employment is located within the metropolitan New
York area, any relocation during the Change of Control Period at the request of the Company of your principal place of employment to a
location outside of the metropolitan New York area (for purposes of this letter, a “Change of Control Period” shall mean (i) the period
occurring on the date of a Change of Control (as defined in the EIP) and continuing for 24 months thereafter and (ii) to the extent that you are
terminated without Cause within the 12-month period immediately prior to the date of a Change of Control and there is a reasonable basis to
conclude that such termination was at the request or direction of any person acquiring control of the Company in such Change of Control, the
12-month period immediately prior to the date of such Change of Control);
provided , however , that no event or condition in clauses (a), (b) and (c) above will constitute Good Reason unless (i) you give the Company
written notice of your objection to such event or condition within 90 days following the occurrence of such event or condition, (ii) such event
or condition is not corrected, in all material respects, by the Company in a manner that is reasonably satisfactory to you within 30 days
following the Company’s receipt of such notice (or in the event that such event or condition is not susceptible to correction within such 30-day
period, you reasonably determine that the Company has not taken all reasonable steps within such 30-day period to correct such event or
condition as promptly as practicable thereafter) and (iii) you resign your employment with the Company not more than 30 days following the
expiration of the 30-day period described in the foregoing clause (ii).
11.
Restrictive Covenants .
As a condition of your employment and the benefits set forth in this letter, you agree and acknowledge that you will be subject to the restricted
covenants set forth in the EIP award agreement applicable to your equity awards (including the One-Time Equity Award).
During and after your employment with the Company, you will reasonably cooperate with the Company in the defense or prosecution of any
claims or actions now in existence or which may be brought in the future against or on behalf of the Company and in connection with any
investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences
that transpired while you were employed by the Company or any former or current member of the Company and its subsidiaries. The Company
will reimburse you for all reasonable costs and expenses incurred in connection with your performance under this paragraph, including all
reasonable attorneys’ fees and costs.
12.
Withholding
Any amounts paid to you as an employee of the Company will be subject to all applicable withholdings and deductions.
6
13.
Share Ownership Requirements
You will be required to comply with the Company’s share ownership requirements as in effect from time to time. A summary of the guidelines
currently in effect is attached hereto as Attachment A.
14.
At-will Employment
Your employment with the Company will be for no specific period of time. Rather, your employment will be at-will, meaning that you or the
Company may terminate the employment relationship at any time, with or without cause, and with or without notice and for any reason or no
particular reason. Although your compensation and benefits may change from time to time, the at-will nature of your employment may only be
changed by an express written agreement signed by an authorized officer of the Company.
15.
Section 409A
This letter is intended to comply with Section 409A of the Internal Revenue Code (“Section 409A”) or an exemption thereunder and shall be
construed and administered in accordance with Section 409A or an applicable exemption. Any payments under this letter that may be excluded
from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from
Section 409A to the maximum extent possible. For purposes of Section 409A, each instalment payment provided under this letter shall be
treated as a separate payment. Any payments to be made under this letter upon a termination of employment shall only be made upon a
“separation from service” under Section 409A. Notwithstanding any other provision of this letter, if payment of any amount subject to
Section 409A is triggered by a separation from service that occurs while you are a “specified employee” (as defined by Section 409A), then
such payment will not be paid until the first payroll date to occur following the six-month anniversary of your termination date (the “Specified
Employee Payment Date”) or, if earlier, on the date of your death. The aggregate of any payments that would otherwise have been paid
before the Specified Employee Payment Date will be paid to you in a lump sum on the Specified Employee Payment Date and thereafter, any
remaining payments shall be paid without delay in accordance with their original schedule. If any payment subject to Section 409A is
contingent on the delivery of a release by you and could occur in either of two years, the payment will occur in the later year. Nothing in this
letter will be construed as a guarantee of any particular tax treatment to you. You will be solely responsible for the tax consequences with
respect to all amounts payable under this letter, and in no event will the Company have any responsibility or liability if this letter does not meet
any applicable requirements of Section 409A.
16.
Clawback
Any amounts payable under this letter will be subject to any policy (whether currently in existence or later adopted) established by the
Company that provides for the clawback or recovery of compensation.
7
17. Amendment .
This letter may only be amended or modified by a written agreement executed by the parties to this letter or their respective successors or legal
representatives.
18. Governing Law
This letter shall be subject to the laws of the state of New York, without regard to conflict of law principles. The parties to this letter agree that
any litigation or other proceeding commenced by either party shall be commenced in the federal or state courts of White Plains, New York.
19. Entire Agreement .
This letter and the referenced documents and agreements constitute the entire agreement between you and the Company with respect to the
subject matter hereof and supersede any and all prior or contemporaneous oral or written representations, understandings, agreements or
communications between you and the Company concerning those subject matters.
20. Contingent Offer
This offer is contingent upon:
(a)
Verification of your right to work in the United States, as demonstrated by your completion of an I-9 form upon hire and your
submission of acceptable documentation (as noted on the I-9 form) verifying your identity and work authorization within three days of
your Start Date.
(b)
Satisfactory completion of reference checks and a background investigation.
(c)
Successful completion of a drug screen.
This offer will be withdrawn if any of the above conditions are not satisfied.
21. Representations
By accepting this offer, you represent that you are able to accept this job and carry out the work that it would involve without breaching any
legal restrictions on your activities, such as non-competition, non-solicitation or other work-related restrictions imposed by a current or former
employer. You also represent that you will immediately inform the Company about any such restrictions and provide the Company with all
relevant information, including any agreements between you and your current or former employer describing such restrictions on your
activities. You further confirm that you will not remove or take any documents or proprietary data or materials of any kind, electronic or
otherwise, with you from your current or former employer to
8
the Company without written authorization from your current or former employer, nor will you use or disclose any such confidential
information during the course and scope of your employment with the Company.
Thomas, I am delighted that you will be assuming the role of Executive Vice President and Chief Financial Officer. If this letter expresses your
understanding of our agreement, your signature below will indicate your acceptance of the terms herein. Should you have any questions do not
hesitate to call me.
Sincerely,
/s/ Deborah Borg
Deborah Borg
Chief Human Resources Officer
Acceptance of Offer
I have read, understood and accept all the terms of the offer of employment as set forth in the foregoing letter. I have not relied on any
agreements or representations, express or implied that are not set forth expressly in the foregoing letter and this letter supersedes all prior and
contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the subject matter of this
letter.
Thomas Boehlert
Signed
Date
/s/ Thomas Boehlert
12/7/16
9
Attachment A
BUNGE LIMITED
SHARE OWNERSHIP GUIDELINES
To better align the personal interest of senior management with the interests of Bunge’s shareholders, the Board has established share
ownership guidelines. The guidelines detail the minimum amount of Bunge common shares senior executives should hold. The guidelines took
effect in 2005, and are required to be met within five years of their effective date or, if later, from when the individual initially joins the
Executive Committee.
The guidelines are based on a multiple of the executive’s base salary. For Bunge’s Chief Executive Officer, the guideline is six times base
salary. For executives reporting directly to the Chief Executive Officer, the guideline is three times base salary.
Shares deemed to be owned for purposes of the share ownership guidelines include shares owned directly by the executive, hypothetical share
units held under Bunge’s deferred compensation plans, 50 percent of the value of unvested time based restricted stock units and 50 percent of
the difference between the exercise price and the fair market value of Bunge’s common shares for vested, in-the-money stock options.
Unvested stock options and unearned performance-based restricted stock units do not count towards achievement of the guidelines.
Senior executives are required to hold 50 percent of the net shares they acquire through Bunge’s long-term incentive plans (such as stock
options or restricted stock units) until the guideline is met, 100 percent if the guideline has net been met following the expiration of the
five-year accumulation period.
10
Exhibit 12.1
Statement Regarding
Computation of Ratios of Earnings to
Fixed Charges and Preferred Stock Dividends
(US$ in millions except ratios)
Earnings (1)
Pre-tax income before noncontrolling interests and
income (loss) from discontinued operations, net
of tax
plus: Fixed charges
Amortization of capitalized interest
Distributed income of equity investees
less: Capitalized interest
Preferred stock dividends and other obligations
Earnings:
Fixed charges (1)
Capitalized interest
Expensed interest
plus: Amortized premiums, discounts and
capitalized debt expenditures
Estimate of interest within rental expense
Preferred stock dividends and other obligations
Fixed charges:
Ratio of Earnings/Fixed charges
2016
$
$
$
$
2015
996
354
23
24
(9 )
(36 )
1,352
$
9
234
$
$
8
67
36
354
$
Year Ended December 31,
2014
1,051
386
22
8
(7 )
(53 )
1,407
$
7
258
$
10
58
53
386
3.65
3.82
$
$
2013
734
491
22
3
(6 )
(48 )
1,196
$
6
347
$
12
78
48
491
2.44
$
$
2012
1,014
516
21
2
(4 )
(76 )
1,473
$
4
363
$
13
60
76
516
2.86
$
$
372
404
21
1
(13 )
(34 )
751
13
294
12
51
34
404
1.86
(1) For the purpose of determining the Ratio of Earnings to Fixed Charges and Preferred Stock Dividends, earnings are defined as pretax
income before noncontrolling interests and income (loss) from discontinued operations, net of tax in consolidated subsidiaries plus fixed
charges and amortization of capitalized interest less capitalized interest and preferred stock dividend and other obligations requirements.
Fixed charges consist of interest expense (capitalized and expensed), amortization of deferred debt issuance costs, portion of rental
expense that is representative of the interest factor and preferred stock dividend and other obligations requirements of the registrant and
consolidated subsidiaries.
1
EXHIBIT 21.1
SUBSIDIARIES OF BUNGE LIMITED(i)
U.S.A.
Bunge North America (East), L.L.C.
Bunge North America Foundation
Bunge North America, Inc.
Bunge Milling, Inc.
Bunge Milling, LLC
The Crete Mills, Inc.
Bunge Oils, Inc.
Bunge North America (OPD West), Inc.
Bunge North America Agrifoods, Inc.
Bunge Holdings North America, Inc.
Bunge North America Capital, Inc.
Bunge Mextrade, L.L.C.
CSY Holdings, Inc.
CSY Agri-Finance, Inc.
Bunge Chicago, Inc.
International Produce, Inc.
Bunge N.A. Holdings, Inc.
Bunge N.A. Finance L.P.
Bunge Global Markets, Inc.
Bunge Finance North America, Inc.
Bunge Management Services Inc.
Bunge Funding, Inc.
Bunge Asset Funding Corp.
Bunge Limited Finance Corp.
Bunge Canada Investments, Inc.
Bunge Amorphic Solutions LLC
Bunge Latin America, LLC
EGT, LLC
Bleecker Acquisition Corp.
BNA Marine, LLC
HC Railroad, LLC
Morristown Grain Company, Incorporated
Bunge Global Innovation, LLC
SCF Bunge Marine LLC
Bunge-SCF Grain, LLC
Universal Financial Services, L.P.
Bunge Mexico Holdings, Inc.
Whole Harvest Foods, LLC
CANADA
Bunge Alberta I ULC
Bunge of Canada Ltd.
Bunge Canada
Bunge Canada Holdings I ULC
Bunge Canada Holdings II ULC
CF Oils Investments Inc.
Bunge Grain of Canada Inc.
MEXICO
Controladora Bunge, S.A. de C.V.
Servicios Bunge, S.A. de C.V.
Molinos Bunge, S.A. de C.V.
Bunge Comercial, S.A. de C.V.
Harinera del Mayab , S.A de C.V.
Inmobiliaria A. Gil, S.A.
Inmobiliaria Gilsa, S.A.
Molinos Bunge de Mexico, S.A. de C.V.
Servicios Molinos Bunge de Mexico , S.A. de C.V.
Industria Molinera Montserrat, S.A. de C.V.
2
BERMUDA
Ceval Holdings Ltd.
Brunello Ltd.
Greenleaf, Ltd.
Bunge Finance Limited
Serrana Holdings Limited
Bunge Global Markets, Ltd.
Bunge Alpha, Ltd.
Bunge Central America Ltd.
International Produce Ltd.
Bunge Ventures Ltd
CAYMAN ISLANDS
Bunge International Commerce Ltd.
Bunge Trade Ltd.
China Baldrick Investment Holding Limited
Climate Change Capital International Limited
CCC Carbon Fund II Limited Partnership
BRITISH VIRGIN ISLANDS
Bunge Investment Management Limited
Bunge Emissions Limited
CCC International Holdings Limited
Baldrick Holdings Limited
Allied Trend Limited
Kirchner Global Limited
ARGENTINA
Terminal Bahia Blanca S.A.
Bunge Argentina S.A.
Fertimport S.A.
Bunge Inversiones S.A.
Bunge Minera S.A.
ProMaíz S.A.
3
Guide S.A.
T6 Industrial S.A.
Terminal de Fertilizantes Argentinos SA
BRAZIL
Bunge Alimentos S.A
Bunge Fertilizantes S.A.
Ceval Centro Oeste S.A.
Terminal de Granéis do Guarujá S.A.
Terminal Maritimo do Guaruja S.A. (TERMAG)
Terminal de Trigo do Rio de Janeiro — Logística S.A.
Fertimport S.A.
Agroindustrial Santa Juliana Ltda.
Monteverde Agro-Energetica S.A.
Monte Dourado Agropecuária S.A.
Ramata Empreendimentos e Participações S.A.
Pedro Afonso Açúcar & Bioenergia Ltda.
Bunge Comercializadora de Energia Ltda.
Usina Moema Açúcar e Álcool Ltda.
Usina Ouroeste Açúcar e Álcool Ltda.
Usina Guariroba Ltda.
Usina Frutal Açúcar e Álcool Ltda
Usina Itapagipe Açúcar e Álcool Ltda.
Bunge Asset Management Agropecuária Ltda.
Bunge Comercializadora de Etanol Ltda.
Siga Facil S/A
BAMA Agropecuária Ltda.
TIJUCO Agropecuária e Empreendimentos Ltda.
GAIA Empreendimentos e Participações S.A.
Moinho Pacífico Ltda.
4
GUATEMALA
BCA Servicios, S.A .
BLA Servicios, S.A.
COLOMBIA
Bunge Colombia SAS.
URUGUAY
Bunge Uruguay S.A.
Bunge Agritrade S.A.
Bunge Uruguay Agronegocios S.A.
Bunge Montevideo S.A.
Frismy S.A.
PARAGUAY
Bunge Paraguay S.A.
BOLIVIA
Agroindustrias Bunge Bolívia S.A.
CHILE
Bunge Chile S.p.A.
PERU
Bunge Peru S.A.C.
DOMINICAN REPUBLIC
Bunge Caribe, SRL
5
AUSTRALIA
Bunge Agribusiness Australia Pty. Ltd.
Bunge Grain Services (Bunbury) Pty. Ltd.
Bunge Grains Services (Geelong) Pty. Ltd.
SOUTH EAST ASIA
Bunge Asia Pte. Ltd.
PT. Bunge Agribusiness Indonesia
Bunge Agribusiness (M) Sdn. Bhd.
Echo Commodities Pte. Ltd.
Bunge Agribusiness Philippines Inc.
Grains and Industrial Products Trading Pte. Ltd.
Vietnam Agribusiness Holdings Pte. Ltd.
Bunge Subic Bay Trading Company Inc.
PT Bumiraya Investindo
Bunge (Thailand) Ltd.
JAPAN
Bunge Japan K.K.
CHINA
Bunge (Shanghai) Management Co., Ltd.
Bunge Sanwei Oil & Fat Co., Ltd.
Bunge (Nanjing) Grains and Oils Co.,Ltd .
Taixing Zhenhua Oils & Fats Co. Ltd.
Bunge Chia Tai (Tianjin) Grain and Oilseeds Ltd.
Zhongxin (Dalian) Investment Consulting Co., Ltd
Xinhui (Shanghai) Investment Consulting Co.,Ltd
Greystone Ltd.
Caprock Capital Ltd.
Bunge (Nanjing) Agri-Livestock Ltd.
Clydestone Capital Ltd.
6
Bunge Jiurui (Dezhou) Agri-Livestock Ltd
Bunge Jiurui (Linyi) Agri-Livestock Ltd
Long Great (Hong Kong) Ltd
Dalian Junyue Consulting Co., Ltd.
Nantong Junchen Investment and Consulting Co., Ltd
Dongguan Shenji Investments Management Co., Ltd
Dongguan Shenheng Grains and Oils Co., Ltd
Pebblestone Capital Ltd
Bunge (Tianjin) Management Service Co., Ltd
Yuanming (Tianjin) Investment Co., Ltd
Qinyuan (Tianjin) Business Consulting Co., Ltd
Qintang (Tianjin) Enterprise Management Consulting Co., Ltd
Tianjin Shuowei Foods Co., Ltd.
Bunge (Tangshan) Animal Nutrition Limited
Bunge (Fujian) Investment Management Co., Ltd.
Xiamen Junren Investment Management Co., Ltd.
Xiamen Peiren Investment Management Co., Ltd.
VIETNAM
Baria Joint Stock Company of Services For Import Export of Agro-Forestry Products and Fertilizers
Vietnam Agribusiness Ltd.
MAURITIUS
Bunge Mauritius Ltd
Bunge Mauritius Holdings Limited
Bunge Senwes International. Ltd.
INDIA
Bunge India Private Limited
Bunge Foods Private Limited
Bunge India Trading Private Limited
7
U.K.
Bunge Corporation Ltd.
Bunge UK Limited
Credit and Trading Company Limited
Bunge London Ltd.
Climate Change Capital Group Limited
Climate Change Capital Limited
Climate Change Holdings Limited
Climate Change Capital Carbon Managed Account Ltd
SPAIN
Bunge Iberica S.A.U.
Bunge Investment Iberica S.L.U.
Moyresa Girasol S.L.U.
Bunge Iberica Finance S.L.U.
Huelva Belts S.L.
Biodiesel Bilbao S.L.
FRANCE
Bunge France S.A.S.
Bunge Holdings France S.A.S.
SSI Logistics
THE NETHERLANDS
Koninklijke Bunge B.V.
Bunge Cooperatief U.A.
Bunge Brasil Holdings B.V.
Bunge Finance Europe B.V.
Bunge Romania Coöperatief U.A .
Bunge Netherlands B.V .
FINLAND
Bunge Finland Oy
8
SWITZERLAND
Bunge S.A.
Oleina S.A.
Ecoinvest Carbon S.A.
Bunge Emissions Holdings S.A.R.L.
GERMANY
Bunge Deutschland G.m.b.H.
Bunge Handelsgesellschaft m.b.H.
Teutoburger Margarinewerke GmbH
Walter Rau Lebensmittelwerke G.m.b.H
Butella-Werk G.m.b.H.
Bunge Biodiesel Produktionsgesellschaft mbH
Walter Rau Neusser Ol und Fett AG
ITALY
Bunge Italia S.p.A.
Novaol S.r.l.
TURKEY
Bunge Gida Sanayi ve Ticaret A.S.
CYPRUS
Bunge Cyprus Limited
HUNGARY
Bunge ZRT
Natura Margarin Kft.
PORTUGAL
Bunge Iberica Portugal, S.A.
9
LUXEMBOURG
Bunge Europe S.A.
Climate Change Capital Carbon Fund II S.à.r.l
AUSTRIA
Bunge Austria G.m.b.H.
UKRAINE
Suntrade S.E.
PJSC DOEP
LLC Elevatortrade
Himtrans-Ukraine
Greentour-Ex LLC
LLC Unitrans
LLC European Transport Stevedoring Company
LLC Railway Company “Greentrans”
Nikpromtrans Limited Liability Company
New European Company LLC
Yasli Kindergarden
ROMANIA
SC Unirea S.R.L.
SC Muntenia Oil S.A.
SC Interoil S.A.
Bunge Romania SRL
Bunge Danube Trading SRL
Prio Extractie SRL
Prio Biocombustibil SRL
POLAND
Z.T. Kruszwica S.A.
Bunge Polska Sp. z o.o.
Mauresa Sp. z o.o.
Warsaw Mathematical Institute Sp. z o.o.
10
ZTK Property Management Sp. z o.o.
RUSSIA
LLC Bunge CIS
Rostov Grain Terminal LLC
KAZAKHSTAN
Bunge Vostok LLP
BULGARIA
Kaliakra A.D.
EGYPT
Bunge Egypt Agriculture SAE
Bunge Egypt Import & Export SAE
MOROCCO
Bunge Fertilizer Morocco
SOUTH AFRICA
Bunge ZA (Pty) Ltd.
Bunge South Africa (Pty) Ltd
MALAWI
Senwes Ltd.
KENYA
Bunge East Africa Ltd.
UNITED ARAB EMIRATES
Universal Mercantile and Trading DMCC
11
(i)
Includes entities in which Bunge Limited has a direct or indirect 50% ownership or greater. The preceding list may omit certain
subsidiaries that, as of December 31, 2016, would not be considered “significant subsidiaries” as defined in Rule 1-02(w) of Regulation S-X.
12
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-159918, 333-143529, 333-130651, 333-125426, 333-66594,
333-75762, 333-76938 and 333-109446 on Forms S-8 and Registration Statement Nos. 333-207870, 333-211218, and 333-172608 on Form S-3
of our reports dated February 28, 2017, relating to the consolidated financial statements and financial statement schedule of Bunge Limited and
subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over financial reporting, appearing in this Annual Report
on Form 10-K of the Company for the year ended December 31, 2016.
/s/ Deloitte & Touche LLP
New York, New York
February 28, 2017
Exhibit 31.1
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
I, Soren Schroder, certify that:
I have reviewed this report on Form 10-K of Bunge Limited (the “registrant”);
1.
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in
this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
5.
a.
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
d.
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
a.
all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report
financial information; and
b.
any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: February 28, 2017
/s/ SOREN SCHRODER
Soren Schroder
Chief Executive Officer
Exhibit 31.2
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
I, Thomas M. Boehlert, certify that:
I have reviewed this report on Form 10-K of Bunge Limited (the “registrant”);
1.
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in
this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
5.
a.
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
d.
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
a.
all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report
financial information; and
b.
any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: February 28, 2017
/s/ THOMAS M. BOEHLERT
Thomas M. Boehlert
Chief Financial Officer
Exhibit 32.1
Certification by the Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes Oxley Act Of 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002, the undersigned officer of
Bunge Limited, a Bermuda limited liability company (the “ Company ”), does hereby certify that, to the best of such officer’s knowledge:
(1)
The accompanying Report of the Company on Form 10-K for the year ended December 31, 2016 (the “ Report ”) fully
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
Information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
February 28, 2017
/s/ SOREN SCHRODER
Soren Schroder
Chief Executive Officer
A signed original of this written statement required by Section 906 has been provided to Bunge Limited and will be retained by Bunge
Limited and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
Certification by the Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes Oxley Act Of 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002, the undersigned officer of
Bunge Limited, a Bermuda limited liability company (the “ Company ”), does hereby certify that, to the best of such officer’s knowledge:
(1)
The accompanying Report of the Company on Form 10-K for the year ended December 31, 2016 (the “ Report ”) fully
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
Information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
February 28, 2017
/s/ THOMAS M. BOEHLERT
Thomas M. Boehlert
Chief Financial Officer