8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 13, 2020

BUNGE LIMITED

(Exact name of Registrant as specified in its charter)

Bermuda	001-16625	98-0231912
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1391 Timberlake Manor Parkway
St. Louis
Missouri	63017
(Address of principal executive offices)	(Zip code)
314	292-2000
(Registrant’s telephone number, including area code)
N.A. (Former name or former address, if changes since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ 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))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, $0.01 par value per share	BG	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 

Emerging growth company ☐

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

______________________________________________________________________________________________________

Item 7.01 Regulation FD Disclosure.

On May 13, 2020, Bunge Limited’s Chief Executive Officer, Greg Heckman, will present at the BMO Capital Markets 15^th Annual Farm to Market Conference, during which he intends to reference certain slides furnished as Exhibit 99.1 to this report and incorporated herein by reference.

In accordance with general instruction B.2 of Form 8-K, the information in this report, including exhibits, is furnished pursuant to Items 7.01 and 9.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit	Description
99.1	Slides to be used in the Company’s presentation at the BMO Capital Markets 15th Annual Farm to Market Conference on May 13, 2020.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 13, 2020

BUNGE LIMITED
By:	/s/ John W. Neppl
	Name:	John W. Neppl
	Title:	Executive Vice President, Chief Financial Officer

EX-99.1

BMO Capital Markets Farm to Market Conference May 13, 2020

Forward-looking statements • Today’s presentation includes forward-looking statements that reflect Bunge’s current views with respect to future events, financial performance and industry conditions. • These forward-looking statements are subject to various risks and uncertainties. Bunge has provided additional information in its reports on file with the Securities and Exchange Commission concerning factors that could cause actual results to differ materially from those contained in this presentation and encourages you to review these factors. • Today’s presentation also includes non-GAAP financial information, for more information, see pages 6 and 7. 2 | BMO CAPITAL MARKETS FARM TO MARKET CONFERENCE

CEO comments Q1 results • Solid quarter; team executed well • GAAP EPS(1) of ($1.46) • Excluding certain gains and charges, and pre-tax mark-to-market (mtm) timing losses of ~$410 million, adjusted EPS(2) was $0.91 Outlook • Expect ~80% of Q1 mtm to reverse in 2020, heavily weighted to Q2 • Agribusiness largely in line with previous expectation • Edible Oils recovery tied to improving demand from foodservice and biofuels channels • Continue to execute on operating model; expect to exit crisis stronger and more agile Sugar & Bioenergy joint venture • FX translation losses in Q1 of $25 million were a non-cash charge • Q1 loss and equity movements reduced investment balance to $243 million as of 3/31/20 • JV’s debt is non-recourse • No obligation for further investment (1) Net income (loss) per common share – diluted (2) Net income (loss) per common share – diluted, adjusted for certain gains and charges and mark-to-market timing losses 3 | BMO CAPITAL MARKETS FARM TO MARKET CONFERENCE

Thank you

Non-GAAP reconciliations Non-GAAP measures This presentation contains certain "non-GAAP financial measures" as defined in Regulation G of the Securities Exchange Act of 1934. Bunge has reconciled these non-GAAP financial measures to the most directly comparable U.S. GAAP measures on slides 6 and 7. These measures may not be comparable to similarly titled measures used by other companies. Bunge uses Adjusted Net Income (loss) attributable to Bunge (excluding certain gains & charges and mark-to-market timing difference) and Net income (loss) per common share – diluted, adjusted (excluding certain gains & charges and mark-to- market timing differences) to facilitate a comparison of Bunge’s historical operating results and related trends. Adjusted Net Income (loss) attributable to Bunge (excluding certain gains & charges#2 and mark-to-market timing difference) and Net income (loss) per common share – diluted, adjusted (excluding certain gains & charges and mark-to-market timing differences) are calculated by excluding from Net Income (loss) attributable to Bunge and Net income (loss) per common share-diluted certain gains and charges and the mark-to-market impact of derivative contracts on certain agricultural commodities and transportation, which is recognized in GAAP earnings immediately for derivative contracts that do not qualify for hedge accounting. Adjusted Net Income (loss) attributable to Bunge (excluding certain gains & charges and mark-to-market timing difference) and Net income (loss) per common share – diluted, adjusted (excluding certain gains & charges and mark-to- market timing differences) are non-GAAP financial measures and are not intended to replace Net Income (loss) attributable to Bunge or net income (loss) per common share, the most directly comparable U.S. GAAP financial measures. Bunge’s management believes presentation of these measures allows investors to view its performance using the same measures that management uses in evaluating financial and business performance and trends without regard to certain gains and charges and the mark-to-market timing impacts of derivative contracts. These non-GAAP measures are not a measure of consolidated operating results under U.S. GAAP and should not be considered as an alternative to net income (loss), net income (loss) per common share or any other measure of consolidated operating results under U.S. GAAP. 5 | BMO CAPITAL MARKETS FARM TO MARKET CONFERENCE

Non-GAAP reconciliation notes Below is a reconciliation of Net income (loss) attributable to Bunge to Net income (loss), adjusted (excluding certain gains & charges and mark-to-market timing differences): Quarter Ended March 31, (US$ in millions, except per share data) 2020 2019 Net Income (loss) attributable to Bunge $ (184) $ 45 Adjusted for net income effect of mark-to-market timing differences: Mark-to-market timing differences #2 319 39 Adjusted for certain gains and charges: Severance, employee benefit, and other costs 3 5 Impairment charges — 6 Sugar restructuring charges — 2 Acquisition and integration costs — 1 Adjusted Net Income attributable to Bunge (excluding certain gains & charges and mark-to-market timing differences) 138 98 Convertible preference shares dividends (8) (8) Net income (loss) - adjusted (excluding certain gains & charges and mark-to-market timing differences) $ 130 $ 90 Weighted-average common shares outstanding – diluted, adjusted 142 142 Net income (loss) per common share - diluted, adjusted (excluding certain gains & charges and mark-to-market timing differences) $ 0.91 $ 0.63 6 | BMO CAPITAL MARKETS FARM TO MARKET CONFERENCE

Non-GAAP reconciliation notes Below is a reconciliation of Net income (loss) per common share – diluted to Net income (loss) per common share – diluted, adjusted (excluding certain gains and charges and mark-to-market timing differences): Quarter Ended March 31, #2 2020 2019 Continuing operations: Net income (loss) per common share - diluted $ (1.46) $ 0.26 Mark-to-market timing differences 2.25 0.27 Certain gains & charges 0.02 0.10 Adjustment of redeemable noncontrolling interest 0.10 — Net income (loss) per common share – diluted adjusted (excluding certain gains & charges and mark-to-market timing differences) $ 0.91 $ 0.63 7 | BMO CAPITAL MARKETS FARM TO MARKET CONFERENCE

XML

Cover Page	May 13, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 13, 2020
Entity Registrant Name	BUNGE LIMITED
Entity Central Index Key	0001144519
Amendment Flag	false
Entity Incorporation, State or Country Code	D0
Entity File Number	001-16625
Entity Tax Identification Number	98-0231912
Entity Address, Address Line One	1391 Timberlake Manor Parkway
Entity Address, City or Town	St. Louis
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63017
City Area Code	314
Local Phone Number	292-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares, $0.01 par value per share
Trading Symbol	BG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false