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:
•the impact on our employees, operations, and facilities from the war in Ukraine and the resulting economic and other sanctions imposed on Russia, including the impact on us resulting from the continuation and/or escalation of the war and sanctions against Russia;
•the effect of weather conditions and the impact of crop and animal disease on our business;
•the impact of global and regional economic, agricultural, financial and commodities market, political, social and health conditions;
•changes in government policies and laws affecting our business, including agricultural and trade policies, financial markets regulation and environmental, tax and biofuels regulation;
•the impact of seasonality;
•the impact of government policies and regulations;
•the outcome of pending regulatory and legal proceedings;
•our ability to complete, integrate and benefit from acquisitions, divestitures, joint ventures and strategic alliances, including without limitation Bunge’s pending business combination with Viterra Limited (“Viterra”);
•the impact of 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;
•the effectiveness of our capital allocation plans, funding needs and financing sources;
•the effectiveness of our risk management strategies;
•operational risks, including industrial accidents, natural disasters, pandemics or epidemics and cybersecurity incidents;
•changes in foreign exchange policy or rates;
•the impact of our dependence on third parties;
•our ability to attract and retain executive management and key personnel; 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.
Summary Risk Factors
The Company is subject to a number of risks that if realized could materially adversely affect its business, results of operations, cash flow, financial condition or prospects. The following is a summary of the principal risk factors facing the Company:
We are subject to risks related to our business and industries, including risks involving:
•adverse weather conditions, including as a result of climate change, and their impact on the availability, quality and price of agricultural commodities and agricultural commodity products;
•the ongoing war between Russia and Ukraine;
•fluctuations in agricultural commodity and other raw material prices and energy prices;
•intense competition we face in each of our businesses;
•the effects of supply and demand imbalances in our industries;
•global and regional economic downturns and related risks;
•economic, political, and other risks of doing business globally and in emerging markets;
•government policies and regulations affecting the agricultural sector and related industries;
•realizing the anticipated benefits of acquisitions, divestitures or joint ventures;
•industry risks;
•compliance with applicable laws and regulations globally;
•credit and counterparty risk;
•our dependence on cash provided by our operations as well as access to external financing;
•the loss of, or a disruption in, our manufacturing and distribution operations or other operations and systems;
•interruptions, security breaches or failures in our information technology systems, processes and sites;
•changes in tax laws or exposure to additional tax liabilities;
•our dependence on a wide array of third parties;
•public health crises, pandemics and epidemics; and
•our dependence on our executive management and other key personnel.
We are subject to risks relating to our registered shares, including risks involving:
•the fact that we are a Swiss corporation and the rights of our shareholders are governed by Swiss law;
•costs associated with the Redomestication (as defined below); and
•anti-takeover provisions in our Articles of Association.
We are subject to risks relating to the pending Viterra Acquisition (as defined below), including risks involving:
•our shareholders having reduced ownership and voting interest in and less influence over management of the combined company;
•disruptions in business relationships due to uncertainty associated with the Acquisition;
•prohibitions from entering into certain transactions and taking certain actions that might otherwise be beneficial to us, Viterra and/or our respective shareholders until the completion or termination of the Acquisition;
•third parties terminating or altering existing contracts or relationships with us or Viterra;
•obtaining required approvals and satisfying closing conditions;
•potential termination of the Acquisition;
•difficulty attracting, motivating and retaining executives and other key employees in light of the Acquisition;
•shareholder lawsuits relating to the Acquisition;
•the incurrence of debt to fund the pending acquisition of Viterra;
•significant expenses in connection with the Acquisition, regardless of whether the Acquisition is completed; and
•the adequacy of our due diligence investigation of Viterra.
We are subject to risks relating to the combined company, including risks involving:
•failure to realize the anticipated benefits of the Acquisition;
•the incurrence of significant integration-related costs in connection with the Acquisition and realizing the anticipated synergies of the combined company;
•different factors affecting the market price for registered shares of the combined company following the completion of the Acquisition; and
•certain Sellers (as defined below) ability to exercise influence over the composition of the Board, matters subject to shareholder approval and/or our operations.
The above list is not exhaustive, and the Company faces additional challenges and risks. You should carefully consider all of the information set forth in this Annual Report on Form 10-K, including in "Item 1A. Risk Factors."
Item 1. Business
References in this Annual Report on Form 10-K to "Bunge Global," "Bunge," "the Company," "we," "us," and "our" refer to Bunge Global SA and its consolidated subsidiaries, unless the context otherwise indicates.
References in this Annual Report on Form 10-K to "shares" are to Bunge Limited common shares prior to the change of the jurisdiction of incorporation of our group holding company from Bermuda to Switzerland (the "Redomestication") and to Bunge Global SA registered shares after the Redomestication unless the context otherwise indicates.
Business Overview
We are a leading global agribusiness and food company with integrated operations that stretch from farmer to consumer. 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 plant-based oils worldwide, based on sales;
•producer and seller of wheat flours, bakery mixes, and corn-based products in North and South America, based on volume.
We also produce sugar and ethanol in Brazil through our 50% interest in BP Bunge Bioenergia, a joint venture with BP p.l.c ("BP").
We conduct our operations via four reportable segments: Agribusiness, Refined and Specialty Oils, Milling, and Sugar and Bioenergy, organized based upon their similar economic characteristics, products and services offered, production processes, types and classes of customer, and distribution methods. The Company’s remaining operations are not reportable segments and are classified as Corporate and Other.
We further organize these reportable segments into Core operations and Non-core operations. Core operations comprise our Agribusiness, Refined and Specialty Oils, and Milling segments.
Our Agribusiness segment is an integrated, global business principally involved in the purchase, storage, transportation, 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.
The Refined and Specialty Oils segment includes businesses that sell vegetable oils and fats, including cooking oils, shortenings, specialty ingredients, and renewable diesel feedstocks. The operations and assets of our Refined and Specialty Oils segment are primarily located in North and South America, Europe and Asia-Pacific.
The Milling segment includes businesses that sell wheat flours, bakery mixes, and corn-based products. The operations and assets of our Milling segment are located in North and South America. During the third quarter of 2022, we completed the sale of our wheat milling business in Mexico.
Non-core operations comprise our Sugar and Bioenergy segment, which primarily comprises our 50% interest in the BP Bunge Bioenergia joint venture.
History and Corporate Information
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.
Bunge Global is incorporated under Swiss law as a stock corporation (Aktiengesellschaft) and domiciled in Geneva, Switzerland. Bunge Global is recorded in the Commercial Register of the Canton of Geneva with enterprise registration number CHE-318.451.510. Our registered office and principal executive offices are located at Route de Florissant 13, 1206 Geneva, Switzerland. Our corporate headquarters is located at 1391 Timberlake Manor Parkway, Chesterfield, Missouri, 63017, United States of America, and our telephone number is (314) 292-2000.
On November 1, 2023, we completed the change of the jurisdiction of incorporation of our group holding company from Bermuda to Switzerland. The Redomestication, which was approved by our shareholders, was effected pursuant to a scheme of