Bermuda
(State or other jurisdiction of incorporation) |
001-16625
(Commission File Number) |
98-0231912
(I.R.S. Employer Identification No.) |
50 Main Street
White Plains, New York (Address of principal executive offices) |
|
10606
(Zip Code) |
|
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Exhibit No.
|
Description
|
|
|
99.1
|
Press Release, dated May 2, 2018
|
|
BUNGE LIMITED
|
|||
|
|
|||
|
|
|||
|
By:
|
/s/ Thomas M. Boehlert
|
|
|
|
|
Name:
|
Thomas M. Boehlert
|
|
|
|
Title:
|
Chief Financial Officer
|
Exhibit No.
|
|
Description
|
|
|
|
• |
Q1 GAAP EPS of $(0.20); $(0.06) on an adjusted basis that includes $120 million of negative mark-to-market on forward oilseed crushing contracts
|
• |
Higher Food & Ingredients results driven by lower costs and stronger demand
|
• |
Loders Croklaan integration progressing as expected
|
• |
Global Competitiveness Program on track to generate $100 million of savings in 2018
|
• |
Increasing midpoint of total 2018 full-year EBIT outlook by $295 million
|
Ø
|
Financial Highlights
|
Quarter Ended
March 31, |
||||||||
US$ in millions, except per share data
|
2018
|
2017
|
||||||
Net income (loss) attributable to Bunge
|
$
|
(21
|
)
|
$
|
47
|
|||
Net income (loss) per common share from continuing operations-diluted
|
$
|
(0.20
|
)
|
$
|
0.31
|
|||
Net income (loss) per common share from continuing operations-diluted, adjusted (a)
|
$
|
(0.06
|
)
|
$
|
0.35
|
|||
Total Segment EBIT (a)
|
$
|
61
|
$
|
133
|
||||
Certain gains & (charges) (b)
|
(24
|
)
|
(6
|
)
|
||||
Total Segment EBIT, adjusted (a)
|
$
|
85
|
$
|
139
|
||||
Agribusiness (c)
|
$
|
52
|
$
|
109
|
||||
Oilseeds
|
$
|
(34
|
)
|
$
|
92
|
|||
Grains
|
$
|
86
|
$
|
17
|
||||
Food & Ingredients (d)
|
$
|
54
|
$
|
45
|
||||
Sugar & Bioenergy
|
$
|
(20
|
)
|
$
|
(11
|
)
|
||
Fertilizer
|
$
|
(1
|
)
|
$
|
(4
|
)
|
(a) |
Total Segment earnings before interest and tax (“Total Segment EBIT”); Total Segment EBIT, adjusted; net income (loss) per common share from continuing operations-diluted, adjusted; adjusted funds from operations and ROIC are non-GAAP financial measures. Reconciliations to the most directly comparable U.S. GAAP measures are included in the tables attached to this press release and the accompanying slide presentation posted on Bunge’s website.
|
(b) |
Certain gains & (charges) included in Total Segment EBIT. See Additional Financial Information for detail.
|
(c) |
See footnote 10 of Additional Financial Information for a description of the Oilseeds and Grains businesses in Bunge’s Agribusiness segment.
|
(d) |
Includes Edible Oil Products and Milling Products segments.
|
Ø
|
Overview
|
Ø
|
First Quarter Results
|
Ø
|
Outlook
|
Ø
|
Conference Call and Webcast Details
|
Ø
|
Website Information
|
Ø
|
About Bunge Limited
|
Ø
|
Cautionary Statement Concerning Forward-Looking Statements
|
Investor Contact:
Mark Haden
Bunge Limited
914-684-3398
mark.haden@bunge.com
|
Media Contact:
Susan Burns
Bunge Limited
914-684-3246
susan.burns@bunge.com
|
Ø
|
Additional Financial Information
|
(US$ in millions, except per share data)
|
Net Income
(Loss)
Attributable to
Bunge
|
Earnings
Per Share
Diluted
|
Total Segment
EBIT (6)
|
|||||||||||||||||||||
Quarter Ended March 31,
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
||||||||||||||||||
Agribusiness: (1)
|
$
|
(8
|
)
|
$
|
—
|
$
|
(0.05
|
)
|
$
|
—
|
$
|
(10
|
)
|
$
|
—
|
|||||||||
Severance, employee benefit, and other costs
|
(9
|
)
|
—
|
(0.06
|
)
|
—
|
(11
|
)
|
—
|
|||||||||||||||
Gain on disposition of subsidiaries
|
1
|
—
|
0.01
|
—
|
1
|
—
|
||||||||||||||||||
Edible Oil Products: (2)
|
$
|
(5
|
)
|
$
|
—
|
$
|
(0.04
|
)
|
$
|
—
|
$
|
(7
|
)
|
$
|
—
|
|||||||||
Severance, employee benefit, and other costs
|
(2
|
)
|
—
|
(0.01
|
)
|
—
|
(2
|
)
|
—
|
|||||||||||||||
Acquisition and integration costs
|
(3
|
)
|
—
|
(0.03
|
)
|
—
|
(5
|
)
|
—
|
|||||||||||||||
Milling Products: (3)
|
$
|
(1
|
)
|
$
|
—
|
$
|
(0.01
|
)
|
$
|
—
|
$
|
(2
|
)
|
$
|
—
|
|||||||||
Severance, employee benefit, and other costs
|
(1
|
)
|
—
|
(0.01
|
)
|
—
|
(2
|
)
|
—
|
|||||||||||||||
Sugar & Bioenergy: (4)
|
$
|
(4
|
)
|
$
|
(6
|
)
|
$
|
(0.03
|
)
|
$
|
(0.04
|
)
|
$
|
(4
|
)
|
$
|
(6
|
)
|
||||||
Severance, employee benefit, and other costs
|
(1
|
)
|
—
|
(0.01
|
)
|
—
|
(1
|
)
|
—
|
|||||||||||||||
Sugar restructuring charges
|
(3
|
)
|
(6
|
)
|
(0.02
|
)
|
(0.04
|
)
|
(3
|
)
|
(6
|
)
|
||||||||||||
Fertilizer: (5)
|
$
|
(1
|
)
|
$
|
—
|
$
|
(0.01
|
)
|
$
|
—
|
$
|
(1
|
)
|
$
|
—
|
|||||||||
Severance, employee benefit, and other costs
|
(1
|
)
|
—
|
(0.01
|
)
|
—
|
(1
|
)
|
—
|
|||||||||||||||
Total
|
$
|
(19
|
)
|
$
|
(6
|
)
|
$
|
(0.14
|
)
|
$
|
(0.04
|
)
|
$
|
(24
|
)
|
$
|
(6
|
)
|
Quarter Ended
March 31, |
||||||||
(US$ in millions, except per share data)
|
2018
|
2017
|
||||||
Net sales
|
$
|
10,641
|
$
|
11,121
|
||||
Cost of goods sold
|
(10,257
|
)
|
(10,661
|
)
|
||||
Gross profit
|
384
|
460
|
||||||
Selling, general and administrative expenses
|
(344
|
)
|
(378
|
)
|
||||
Foreign exchange gains (losses)
|
—
|
56
|
||||||
Other income (expense) – net
|
24
|
(3
|
)
|
|||||
EBIT attributable to noncontrolling interest (a) (7)
|
(3
|
)
|
(2
|
)
|
||||
Total Segment EBIT (6)
|
61
|
133
|
||||||
Interest income
|
8
|
12
|
||||||
Interest expense
|
(70
|
)
|
(65
|
)
|
||||
Income tax (expense) benefit
|
(19
|
)
|
(28
|
)
|
||||
Noncontrolling interest share of interest and tax (a) (7)
|
1
|
1
|
||||||
Income (loss) from continuing operations, net of tax
|
(19
|
)
|
53
|
|||||
Income (loss) from discontinued operations, net of tax
|
(2
|
)
|
(6
|
)
|
||||
Net income (loss) attributable to Bunge (7)
|
(21
|
)
|
47
|
|||||
Convertible preference share dividends
|
(8
|
)
|
(8
|
)
|
||||
Net income (loss) available to Bunge common shareholders
|
$
|
(29
|
)
|
$
|
39
|
|||
Net income (loss) per common share diluted attributable to Bunge
common shareholders (8)
|
||||||||
Continuing operations
|
$
|
(0.20
|
)
|
$
|
0.31
|
|||
Discontinued operations
|
(0.01
|
)
|
(0.04
|
)
|
||||
Net income (loss) per common share - diluted
|
$
|
(0.21
|
)
|
$
|
0.27
|
|||
Weighted–average common shares outstanding - diluted
|
141
|
141
|
(a) The line items “EBIT attributable to noncontrolling interest” and “Noncontrolling interest share of interest and tax” when combined, represent consolidated Net (income) loss attributed to noncontrolling interests on a U.S. GAAP basis of presentation.
|
Quarter Ended March 31,
|
||||||||
(US$ in millions, except volumes)
|
2018
|
2017
|
||||||
Volumes (in thousands of metric tons):
|
||||||||
Agribusiness
|
35,805
|
35,023
|
||||||
Edible Oil Products
|
2,008
|
1,789
|
||||||
Milling Products
|
1,135
|
1,074
|
||||||
Sugar & Bioenergy
|
1,447
|
1,847
|
||||||
Fertilizer
|
172
|
162
|
||||||
Net sales:
|
||||||||
Agribusiness
|
$
|
7,462
|
$
|
7,819
|
||||
Edible Oil Products
|
2,149
|
1,880
|
||||||
Milling Products
|
409
|
382
|
||||||
Sugar & Bioenergy
|
563
|
988
|
||||||
Fertilizer
|
58
|
52
|
||||||
Total
|
$
|
10,641
|
$
|
11,121
|
||||
Gross profit:
|
||||||||
Agribusiness
|
$
|
203
|
$
|
278
|
||||
Edible Oil Products
|
126
|
123
|
||||||
Milling Products
|
54
|
48
|
||||||
Sugar & Bioenergy
|
(4
|
)
|
9
|
|||||
Fertilizer
|
5
|
2
|
||||||
Total
|
$
|
384
|
$
|
460
|
||||
Selling, general and administrative expenses:
|
||||||||
Agribusiness
|
$
|
(185
|
)
|
$
|
(221
|
)
|
||
Edible Oil Products
|
(91
|
)
|
(86
|
)
|
||||
Milling Products
|
(39
|
)
|
(37
|
)
|
||||
Sugar & Bioenergy
|
(24
|
)
|
(29
|
)
|
||||
Fertilizer
|
(5
|
)
|
(5
|
)
|
||||
Total
|
$
|
(344
|
)
|
$
|
(378
|
)
|
||
Foreign exchange gains (losses):
|
||||||||
Agribusiness
|
$
|
—
|
$
|
49
|
||||
Edible Oil Products
|
(1
|
)
|
3
|
|||||
Milling Products
|
2
|
—
|
||||||
Sugar & Bioenergy
|
1
|
5
|
||||||
Fertilizer
|
(2
|
)
|
(1
|
)
|
||||
Total
|
$
|
—
|
$
|
56
|
||||
Segment EBIT:
|
||||||||
Agribusiness
|
$
|
42
|
$
|
109
|
||||
Edible Oil Products
|
28
|
36
|
||||||
Milling Products
|
17
|
9
|
||||||
Sugar & Bioenergy
|
(24
|
)
|
(17
|
)
|
||||
Fertilizer
|
(2
|
)
|
(4
|
)
|
||||
Total Segment EBIT (6)
|
$
|
61
|
$
|
133
|
March 31,
|
December 31,
|
|||||||
(US$ in millions)
|
2018
|
2017
|
||||||
Assets
|
||||||||
Cash and cash equivalents
|
$
|
287
|
$
|
601
|
||||
Trade accounts receivable, net
|
1,686
|
1,501
|
||||||
Inventories (9)
|
6,952
|
5,074
|
||||||
Other current assets
|
4,451
|
3,227
|
||||||
Total current assets
|
13,376
|
10,403
|
||||||
Property, plant and equipment, net
|
5,735
|
5,310
|
||||||
Goodwill and other intangible assets, net
|
1,601
|
838
|
||||||
Investments in affiliates
|
462
|
461
|
||||||
Time deposits under trade structured finance program
|
318
|
315
|
||||||
Other non-current assets
|
1,592
|
1,544
|
||||||
Total assets
|
$
|
23,084
|
$
|
18,871
|
||||
Liabilities and Equity
|
||||||||
Short-term debt
|
$
|
1,293
|
$
|
304
|
||||
Current portion of long-term debt
|
14
|
15
|
||||||
Letter of credit obligations under trade structured finance program
|
318
|
315
|
||||||
Trade accounts payable
|
3,909
|
3,395
|
||||||
Other current liabilities
|
3,016
|
2,186
|
||||||
Total current liabilities
|
8,550
|
6,215
|
||||||
Long-term debt
|
5,446
|
4,160
|
||||||
Other non-current liabilities
|
1,341
|
1,139
|
||||||
Total liabilities
|
15,337
|
11,514
|
||||||
Redeemable noncontrolling interest
|
470
|
—
|
||||||
Total equity
|
7,277
|
7,357
|
||||||
Total liabilities, redeemable noncontrolling interest and equity
|
$
|
23,084
|
$
|
18,871
|
Quarter Ended March 31,
|
||||||||
(US$ in millions)
|
2018
|
2017
|
||||||
Operating Activities
|
||||||||
Net income (7)
|
$
|
(19
|
)
|
$
|
48
|
|||
Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities:
|
||||||||
Foreign exchange (gain) loss on net debt
|
33
|
14
|
||||||
Depreciation, depletion and amortization
|
142
|
130
|
||||||
Deferred income tax (benefit)
|
(15
|
)
|
(12
|
)
|
||||
Other, net
|
21
|
36
|
||||||
Changes in operating assets and liabilities, excluding the effects of acquisitions:
|
||||||||
Trade accounts receivable
|
47
|
27
|
||||||
Inventories
|
(1,466
|
)
|
(252
|
)
|
||||
Secured advances to suppliers
|
(110
|
)
|
10
|
|||||
Trade accounts payable and accrued liabilities
|
268
|
421
|
||||||
Advances on sales
|
(93
|
)
|
(57
|
)
|
||||
Net unrealized gain (loss) on derivative contracts
|
435
|
(259
|
)
|
|||||
Margin deposits
|
(187
|
)
|
(83
|
)
|
||||
Marketable securities
|
(153
|
)
|
(47
|
)
|
||||
Beneficial interest in securitized trade receivables (11)
|
(432
|
)
|
(564
|
)
|
||||
Other, net
|
(13
|
)
|
(15
|
)
|
||||
Cash provided by (used for) operating activities
|
(1,542
|
)
|
(603
|
)
|
||||
Investing Activities
|
||||||||
Payments made for capital expenditures
|
(105
|
)
|
(182
|
)
|
||||
Acquisitions of businesses (net of cash acquired)
|
(968
|
)
|
(367
|
)
|
||||
Proceeds from investments
|
336
|
59
|
||||||
Payments for investments
|
(620
|
)
|
(65
|
)
|
||||
Proceeds from beneficial interest in securitized trade receivables (11)
|
431
|
556
|
||||||
Settlement of net investment hedges
|
10
|
—
|
||||||
Payments for investments in affiliates
|
(16
|
)
|
(45
|
)
|
||||
Other, net
|
(6
|
)
|
(7
|
)
|
||||
Cash provided by (used for) investing activities
|
(938
|
)
|
(51
|
)
|
||||
Financing Activities
|
||||||||
Net borrowings (repayments) of short-term debt
|
984
|
228
|
||||||
Net proceeds (repayments) of long-term debt
|
1,264
|
174
|
||||||
Proceeds from the exercise of options for common shares
|
4
|
46
|
||||||
Dividends paid
|
(73
|
)
|
(67
|
)
|
||||
Other, net
|
(5
|
)
|
(5
|
)
|
||||
Cash provided by (used for) financing activities
|
2,174
|
376
|
||||||
Effect of exchange rate changes on cash and cash equivalents, and restricted cash
|
(7
|
)
|
20
|
|||||
Net increase (decrease) in cash and cash equivalents, and restricted cash
|
(313
|
)
|
(258
|
)
|
||||
Cash and cash equivalents, and restricted cash - beginning of period
|
605
|
938
|
||||||
Cash and cash equivalents, and restricted cash - end of period
|
$
|
292
|
$
|
680
|
Ø
|
Definition and Reconciliation of Non-GAAP Measures
|
Quarter Ended
March 31, |
||||||||
(US$ in millions)
|
2018
|
2017
|
||||||
Net income (loss) attributable to Bunge
|
$
|
(21
|
)
|
$
|
47
|
|||
Interest income
|
(8
|
)
|
(12
|
)
|
||||
Interest expense
|
70
|
65
|
||||||
Income tax expense (benefit)
|
19
|
28
|
||||||
(Income) loss from discontinued operations, net of tax
|
2
|
6
|
||||||
Noncontrolling interest share of interest and tax
|
(1
|
)
|
(1
|
)
|
||||
Total Segment EBIT
|
61
|
133
|
||||||
Certain (gains) and charges
|
24
|
6
|
||||||
Total Segment EBIT, adjusted
|
$
|
85
|
$
|
139
|
Ø
|
Net Income (loss) per common share from continuing operations–diluted, adjusted
|
Quarter Ended
March 31, |
||||||||
(US$ in millions, except per share data)
|
2018
|
2017
|
||||||
Net Income (loss) attributable to Bunge
|
$
|
(21
|
)
|
$
|
47
|
|||
Adjusted for certain gains and charges:
|
||||||||
Severance, employee benefit, and other costs
|
14
|
—
|
||||||
Sugar restructuring charges
|
3
|
6
|
||||||
Acquisition costs
|
3
|
—
|
||||||
Gain on disposition of equity interests/subsidiaries
|
(1
|
)
|
—
|
|||||
Adjusted Net Income attributable to Bunge
|
(2
|
)
|
53
|
|||||
Discontinued Operations
|
2
|
6
|
||||||
Convertible Preference shares dividends
|
(8
|
)
|
(8
|
)
|
||||
Net income (loss) - adjusted (excluding certain gains & charges and discontinued operations)
|
$
|
(8
|
)
|
$
|
51
|
|||
Weighted-average common shares outstanding - diluted
|
141
|
141
|
||||||
Net income (loss) per common share - diluted, adjusted (excluding certain gains & charges and discontinued operations)
|
$
|
(0.06
|
)
|
$
|
0.35
|
Quarter Ended
March 31, |
||||||||
2018
|
2017
|
|||||||
Continuing operations:
|
||||||||
Net income (loss) per common share - diluted adjusted (excluding certain gains & charges and discontinued operations)
|
$
|
(0.06
|
)
|
$
|
0.35
|
|||
Certain gains & charges (see Additional Financial Information section)
|
(0.14
|
)
|
(0.04
|
)
|
||||
Net income (loss) per common share - continuing operations
|
(0.20
|
)
|
0.31
|
|||||
Discontinued operations:
|
(0.01
|
)
|
(0.04
|
)
|
||||
Net income (loss) per common share - diluted
|
$
|
(0.21
|
)
|
$
|
0.27
|
Ø
|
Severance, Employee Benefit and Other Costs
|
Quarter Ended March 31, 2018
|
||||||||||||
Severance and Employee Benefit Costs
|
Other Costs
|
Total Costs
|
||||||||||
Global Competitiveness Program:
|
||||||||||||
Agribusiness
|
$
|
4
|
$
|
6
|
$
|
10
|
||||||
Edible Oil Products
|
1
|
1
|
2
|
|||||||||
Milling Products
|
—
|
1
|
1
|
|||||||||
Sugar & Bioenergy
|
—
|
1
|
1
|
|||||||||
Fertilizer
|
—
|
—
|
—
|
|||||||||
Costs included in Selling, general and administrative expenses
|
5
|
9
|
14
|
|||||||||
Other associated cost reduction and strategic initiatives:
|
||||||||||||
Costs included in Cost of goods sold
|
2
|
—
|
2
|
|||||||||
Total GCP and Other costs
|
$
|
7
|
$
|
9
|
$
|
16
|
• |
GCP program costs which include severance and related employee costs, consulting and professional costs and other costs specifically designated to the program,
|
• |
Changes in inflation and foreign exchange rates as compared to Addressable Baseline assumptions,
|
• |
Perimeter changes relating to acquisitions and divestitures and corporate transactions,
|
• |
Changes in variable compensation relating to business performance as compared to the Addressable Baseline assumptions, and
|
• |
Identified investments in new or enhanced capabilities.
|
Ø
|
Notes
|
(6)
|
See Definition and Reconciliation of Non-GAAP Measures.
|
(7)
|
A reconciliation of Net income (loss) attributable to Bunge to Net income (loss) is as follows:
|
Quarter Ended March 31,
|
||||||||
2018
|
2017
|
|||||||
|
Net income (loss) attributable to Bunge
|
$
|
(21
|
)
|
$
|
47
|
||
|
EBIT attributable to noncontrolling interest
|
3
|
2
|
|||||
|
Noncontrolling interest share of interest and tax
|
(1
|
)
|
(1
|
)
|
|||
|
Net income (loss)
|
$
|
(19
|
)
|
$
|
48
|
(8) |
Approximately 7 million and 2 million outstanding stock options and contingently issuable restricted stock units were not dilutive and not included in the weighted-average number of common shares outstanding for the quarters ended March 31, 2018 and 2017, respectively. Additionally, approximately 8 million weighted-average common shares that are issuable upon conversion of the convertible preference shares were not dilutive and not included in the weighted-average number of shares outstanding for the quarters ended March 31, 2018 and 2017.
|
(9) |
Includes readily marketable inventories of $5,410 million and $4,056 million at March 31, 2018 and December 31, 2017, respectively. Of these amounts, $4,095 million and $2,767 million, respectively, can be attributable to merchandising activities.
|
(10) |
The Oilseed business included in our Agribusiness segment consists of our global activities related to the crushing of oilseeds (including soybeans, canola, rapeseed and sunflower seed) into protein meals and vegetable oils; the trading and distribution of oilseeds and oilseed products; and biodiesel production, which is primarily conducted through joint ventures.
|
The Grains business included in our Agribusiness segment consists primarily of our global grain origination activities, which principally conduct the purchasing, cleaning, drying, storing and handling of corn, wheat, barley, rice and oilseeds at our network of grain elevators; the logistical services for distribution of these commodities to our customer markets through our port terminals and transportation assets (including trucks, railcars, barges and ocean vessels); and financial services and activities for customers from whom we purchase commodities and other third parties.
|
(11) |
In accordance with new cash flow presentation requirements under U.S. Generally Accepted Accounting Principles, cash receipts from payments on beneficial interests in securitized trade receivables should be classified as cash inflows from investing activities. As such, we have made necessary changes to our cash flow presentation in current and prior periods presented, which resulted in an increase in cash inflows from investing activities and a corresponding decrease to cash from operating activities.
|