UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September 30, 2017~~March 31, 2019

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

For the transition period from to

Commission File Number 001-16625

BUNGE LIMITED

(Exact name of registrant as specified in its charter)



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

50 Main Street, White Plains, New York		10606
(Address of principal executive offices)		(Zip Code)

(914) 684-2800

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically 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 ý No o

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



Large accelerated filer ý	Accelerated filer ¨	Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company ¨	Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Exchange Act of 1934). Yes No

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ¨ No ý

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

As of ~~October 25, 2017~~May 3, 2019 the number of shares issued of the registrant was:

Common shares, par value $.01 per share: ~~140,625,046~~141,477,794

BUNGE LIMITED

TABLE OF CONTENTS



		Page
PART I — FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Statements of Income for the Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018	3

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018	4

	Condensed Consolidated Balance Sheets at ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016~~2018	5

	Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018	6

	Condensed Consolidated Statements of Changes in Equity and Redeemable Noncontrolling Interests for the ~~Nine~~Three Months Ended ~~September 30, 2017~~March 31, 2019 and ~~2016~~2018	7

	Notes to the Condensed Consolidated Financial Statements	8

	Cautionary Statement Regarding Forward-Looking Statements	3230

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3331

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5043

Item 4.	Controls and Procedures	5245

PART II — INFORMATION

Item 1.	Legal Proceedings	5346

Item 1A.	Risk Factors	5346

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5346

Item 3.	Defaults Upon Senior Securities	5346

Item 4.	Mine Safety Disclosures	5346

Item 5.	Other Information	5346

Item 6.	Exhibits	5346

Signatures		5447

Exhibit Index		5547

PART I— FINANCIAL INFORMATION


ITEM 1.	FINANCIAL STATEMENTS

BUNGE LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

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


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2019			2018
Net sales	$	11,423		$	11,423		$	34,189		$	30,880		$	9,938		$	10,641
Cost of goods sold	(10,933		)	(10,867		)	(32,884		)	(29,174		)	(9,501		)	(10,257		)
Gross profit	490			556			1,305			1,706			437			384
Selling, general and administrative expenses	(340		)	(324		)	(1,046		)	(941		)	(305		)	(344		)
Interest income	9			13			29			37			7			8
Interest expense	(64		)	(73		)	(191		)	(189		)	(75		)	(70		)
Foreign exchange gains (losses)	1			(6		)	108			9			(7		)	—
Other income (expense) – net	25			4			24			(14		)	31			24
Income (loss) from continuing operations before income tax	121			170			229			608			88			2
Income tax (expense) benefit	(29		)	(45		)	(2		)	(118		)	(38		)	(19		)
Income (loss) from continuing operations	92			125			227			490			50			(17		)
Income (loss) from discontinued operations, net of tax	—			5			—			(8		)	—			(2		)
Net income (loss)	92			130			227			482			50			(19		)
Net (income) loss attributable to noncontrolling interests	—			(12		)	(7		)	(8		)
Net (income) loss attributable to noncontrolling interests and redeemable noncontrolling interests													(5		)	(2		)
Net income (loss) attributable to Bunge	92			118			220			474			45			(21		)
Convertible preference share dividends and other obligations	(8		)	(2		)	(25		)	(27		)
Convertible preference share dividends													(8		)	(8		)
Net income (loss) available to Bunge common shareholders	$	84		$	116		$	195		$	447		$	37		$	(29	)

Earnings per common share—basic (Note 17)
Earnings per common share—basic (Note 19)
Net income (loss) from continuing operations	$	0.59		$	0.80		$	1.39		$	3.25		$	0.26		$	(0.20	)
Net income (loss) from discontinued operations	—			0.03			(0.01		)	(0.06		)	—			(0.01		)

Net income (loss) attributable to Bunge common shareholders	$	0.59		$	0.83		$	1.38		$	3.19		$	0.26		$	(0.21	)

Earnings per common share—diluted (Note 17)
Earnings per common share—diluted (Note 19)
Net income (loss) from continuing operations	$	0.59		$	0.79		$	1.38		$	3.24		$	0.26		$	(0.20	)
Net income (loss) from discontinued operations	—			0.04			(0.01		)	(0.05		)	—			(0.01		)

Net income (loss) attributable to Bunge common shareholders	$	0.59		$	0.83		$	1.37		$	3.19		$	0.26		$	(0.21	)

Dividends declared per common share	$	0.46		$	0.42		$	1.34		$	1.22

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

BUNGE LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(U.S. dollars in millions)


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2019			2018
Net income (loss)	$	92		$	130		$	227		$	482		$	50		$	(19	)
Other comprehensive income (loss):
Foreign exchange translation adjustment	332			(87		)	458			898			(29		)	(12		)
Unrealized gains (losses) on designated cash flow and net investment hedges, net of tax (expense) benefit of nil and nil in 2017 and nil and $(1) in 2016	(37		)	—			(108		)	(339		)
Unrealized gains (losses) on investments, net of tax (expense) benefit of nil and $(1) in 2017, nil and nil in 2016	—			—			1			—
Reclassification of realized net losses (gains) to net income, net of tax expense (benefit) of $2 and $1 in 2017, nil and nil in 2016	(12		)	(13		)	(31		)	(13		)
Pension adjustment, net of tax (expense) benefit of $(5) and $(1) in 2017, nil and nil in 2016	9			1			9			1
Unrealized gains (losses) on designated hedges, net of tax (expense) benefit of nil in 2019 and ($1) in 2018													(23		)	3
Reclassification of realized net (gains) losses to net income, net of tax expense (benefit) of nil in 2019 and nil in 2018													(1		)	(4		)
Pension adjustment, net of tax (expense) benefit of nil in 2019 and nil in 2018													—			(1		)
Total other comprehensive income (loss)	292			(99		)	329			547			(53		)	(14		)
Total comprehensive income (loss)	384			31			556			1,029			(3		)	(33		)
Less: comprehensive (income) loss attributable to noncontrolling interests	(3		)	(20		)	(20		)	(20		)
Less: comprehensive (income) loss attributable to noncontrolling interests and redeemable noncontrolling interests													4			(5		)
Total comprehensive income (loss) attributable to Bunge	$	381		$	11		$	536		$	1,009		$	1		$	(38	)

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

BUNGE LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

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


	September 30, 2017			December 31, 2016			March 31, 2019			December 31, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	389		$	934		$	464		$	389
Time deposits under trade structured finance program (Note 5)	—			64
Trade accounts receivable (less allowances of $104 and $122) (Note 13)	1,867			1,676
Trade accounts receivable (less allowances of $117 and $113) (Note 14)							1,717			1,637
Inventories (Note 6)	5,848			4,773			5,938			5,871
Other current assets (Note 7)	3,881			3,645			3,120			3,171
Total current assets	11,985			11,092			11,239			11,068
Property, plant and equipment, net	5,420			5,099			5,197			5,201
Operating lease assets (Note 4)							1,010			—
Goodwill	515			373			723			727
Other intangible assets, net	338			336			657			697
Investments in affiliates	418			373			463			451
Deferred income taxes	548			524			425			458
Time deposits under trade structured finance program (Note 5)	313			464
Other non-current assets (Note 8)	1,015			927			821			823
Total assets	$	20,552		$	19,188		$	20,535		$	19,425
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt	$	1,021		$	257		$	1,733		$	750
Current portion of long-term debt (Note 12)	287			938
Letter of credit obligations under trade structured finance program (Note 5)	313			528
Trade accounts payable (includes $925 and $522 carried at fair value)	3,650			3,485
Current portion of long-term debt (Note 13)							414			419
Trade accounts payable (includes $846 and $441 carried at fair value)							3,841			3,501
Current operating lease obligations (Note 4)							225			—
Other current liabilities (Note 10)	2,197			2,476			1,840			2,502
Total current liabilities	7,468			7,684			8,053			7,172
Long-term debt (Note 12)	4,246			3,069
Long-term debt (Note 13)							3,821			4,203
Deferred income taxes	246			239			323			356
Non-current operating lease obligations (Note 4)							739			—
Other non-current liabilities	842			853			874			892
Commitments and contingencies (Note 15)
Equity (Note 16):
Convertible perpetual preference shares, par value $.01; authorized, issued and outstanding: 2017 - 6,899,700 and 2016 – 6,900,000 shares (liquidation preference $100 per share)	690			690
Common shares, par value $.01; authorized – 400,000,000 shares; issued and outstanding: 2017 – 140,608,657 shares, 2016 – 139,500,862 shares	1			1
Commitments and contingencies (Note 16)
Redeemable noncontrolling interest (Note 17)							421			424
Equity (Note 18):
Convertible perpetual preference shares, par value $.01; authorized – 21,000,000 shares, issued and outstanding: 2019 - 6,899,683 shares and 2018 - 6,899,683 shares (liquidation preference $100 per share)							690			690
Common shares, par value $.01; authorized – 400,000,000 shares; issued and outstanding: 2019 – 141,469,061 shares, 2018 – 141,111,081 shares							1			1
Additional paid-in capital	5,223			5,143			5,284			5,278
Retained earnings	8,214			8,208			8,045			8,059
Accumulated other comprehensive income (loss) (Note 16)	(5,662		)	(5,978		)
Treasury shares, at cost - 2017 and 2016 - 12,882,313 shares, respectively	(920		)	(920		)
Accumulated other comprehensive income (loss) (Note 18)							(7,000		)	(6,935		)
Treasury shares, at cost - 2019 and 2018 - 12,882,313 shares							(920		)	(920		)
Total Bunge shareholders’ equity	7,546			7,144			6,100			6,173
Noncontrolling interests	204			199			204			205
Total equity	7,750			7,343			6,304			6,378
Total liabilities and equity	$	20,552		$	19,188
Total liabilities, redeemable noncontrolling interest and equity							$	20,535		$	19,425

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

BUNGE LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(U.S. dollars in millions)


	Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2019			2018
OPERATING ACTIVITIES
Net income (loss)	$	227		$	482		$	50		$	(19	)
Adjustments to reconcile net income (loss) to cash provided by (used for) operating activities:
Impairment charges	26			17			9			2
Foreign exchange (gain) loss on net debt	28			115
Foreign exchange loss on net debt							37			33
Bad debt expense	8			16			7			10
Depreciation, depletion and amortization	448			402			139			142
Share-based compensation expense	27			31			4			7
Deferred income tax	(8		)	105
Deferred income tax (benefit)							(3		)	(15		)
Other, net	14			1			12			2
Changes in operating assets and liabilities, excluding the effects of acquisitions:
Trade accounts receivable	(200		)	28			(128		)	47
Inventories	(837		)	(487		)	(94		)	(1,466		)
Secured advances to suppliers	101			205			(31		)	(110		)
Trade accounts payable and accrued liabilities	265			233			248			268
Advances on sales	(200		)	(157		)	(97		)	(93		)
Net unrealized gain (loss) on derivative contracts	153			(157		)
Net unrealized gains and losses on derivative contracts							(370		)	435
Margin deposits	(26		)	(44		)	102			(187		)
Marketable securities	(147		)	—			(36		)	(153		)
Beneficial interest in securitized trade receivables							(244		)	(663		)
Other, net	(181		)	(155		)	(7		)	(13		)
Cash provided by (used for) operating activities	(302		)	635			(402		)	(1,773		)
INVESTING ACTIVITIES
Payments made for capital expenditures	(485		)	(488		)	(119		)	(105		)
Acquisitions of businesses (net of cash acquired)	(369		)	—			—			(968		)
Proceeds from investments	398			584			37			336
Payments for investments	(686		)	(515		)	(193		)	(620		)
Settlement of net investment hedges	(23		)	(210		)	(51		)	10
Proceeds from beneficial interest in securitized trade receivables							275			662
Payments for investments in affiliates	(77		)	(24		)	(4		)	(16		)
Other, net	8			(14		)	14			(6		)
Cash provided by (used for) investing activities	(1,234		)	(667		)	(41		)	(707		)
FINANCING ACTIVITIES
Net change in short-term debt with maturities of 90 days or less	596			(128		)	1,193			931
Proceeds from short-term debt with maturities greater than 90 days	360			273			9			53
Repayments of short-term debt with maturities greater than 90 days	(206		)	(292		)	(214		)	—
Proceeds from long-term debt	6,502			7,933			978			2,560
Repayments of long-term debt	(6,100		)	(7,430		)	(1,376		)	(1,296		)
Proceeds from the exercise of options for common shares	58			—			5			4
Repurchases of common shares	—			(200		)
Dividends paid	(207		)	(191		)
Acquisition of noncontrolling interest	—			(39		)
Dividends paid to common and preference shareholders							(79		)	(73		)
Other, net	(34		)	(28		)	(3		)	(5		)
Cash provided by (used for) financing activities	969			(102		)	513			2,174
Effect of exchange rate changes on cash and cash equivalents	22			20
Net increase (decrease) in cash and cash equivalents	(545		)	(114		)
Cash and cash equivalents, beginning of period	934			411
Cash and cash equivalents, end of period	$	389		$	297
Effect of exchange rate changes on cash and cash equivalents and restricted cash							6			(7		)
Net increase (decrease) in cash and cash equivalents and restricted cash							76			(313		)
Cash and cash equivalents and restricted cash - beginning of period							393			605
Cash and cash equivalents and restricted cash - end of period							$	469		$	292

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

BUNGE LIMITED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS

(Unaudited)

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

Convertible
Preference Shares Common Shares
Redeemable
Non-
Controlling
Interests Shares Amount Shares Amount Additional
Paid-in
Capital Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Treasury
Shares Non-
Controlling
Interests Total
Equity
Balance, January 1, 2017 $ —
6,900,000
$ 690
139,500,862
$ 1
$ 5,143
$ 8,208
$ (5,978 ) $ (920 ) $ 199
$ 7,343
Net income (loss) —
—
—
—
—
—
220
—
—
7
227
Other comprehensive income (loss) —
—
—
—
—
—
—
316
—
13
329
Dividends on common shares —
—
—
—
—
—
(189 ) —
—
—
(189 )
Dividends on preference shares —
—
—
—
—
—
(25 ) —
—
—
(25 )
Dividends to noncontrolling interests on subsidiary common stock —
—
—
—
—
—
—
—
—
(10 ) (10 )
Noncontrolling decrease from redemption —
—
—
—
—
—
—
—
—
(5 ) (5 )
Share-based compensation expense —
—
—
—
—
27
—
—
—
—
27
Issuance of common shares —
(300 ) —
1,107,795
—
53
—
—
—
—
53
Balance, September 30, 2017 $ —
6,899,700
$ 690
140,608,657
$ 1
$ 5,223
$ 8,214
$ (5,662 ) $ (920 ) $ 204
$ 7,750



				Convertible Preference Shares			Common Shares
	Redeemable Non- Controlling Interests			Shares	Amount		Shares	Amount		Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Shares			Non- Controlling Interests			Total Equity
Balance, January 1, 2019	$	424		6,899,683	$	690	141,111,081	$	1	$	5,278	$	8,059		$	(6,935	)	$	(920	)	$	205		$	6,378
Net income (loss)	5			—	—		—	—		—		45			—			—			—			45
Other comprehensive income (loss)	(8		)	—	—		—	—		—		—			(44		)	—			(1		)	(45		)
Dividends on common shares, $0.50 per share	—			—	—		—	—		—		(71		)	—			—			—			(71		)
Dividends on preference shares, $1.21875 per share	—			—	—		—	—		—		(8		)	—			—			—			(8		)
Dividends to noncontrolling interests on subsidiary common stock	—			—	—		—	—		—		—			—			—			(1		)	(1		)
Contribution from noncontrolling interest	—			—	—		—	—		—		—			—			—			1			1
Share-based compensation expense	—			—	—		—	—		4		—			—			—			—			4
Impact of adoption of new accounting standards ⁽¹⁾	—			—	—		—	—		—		21			(21		)	—			—			—
Issuance of common shares, including stock dividends	—			—	—		357,980	—		2		(1		)	—			—			—			1
Balance, March 31, 2019	$	421		6,899,683	$	690	141,469,061	$	1	$	5,284	$	8,045		$	(7,000	)	$	(920	)	$	204		$	6,304

Convertible
Preference Shares Common Shares
Redeemable
Non-
Controlling
Interests Shares Amount Shares Amount Additional
Paid-in
Capital Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Treasury
Shares Non-
Controlling
Interests Total
Equity
Balance, January 1, 2016 $ 37
6,900,000
$ 690
142,483,467
$ 1
$ 5,105
$ 7,725
$ (6,360 ) $ (720 ) $ 211
$ 6,652
Net income (loss) 1
—
—
—
—
—
474
—
—
8
482
Accretion of noncontrolling interest 2
—
—
—
—
(2 ) —
—
—
—
(2 )
Other comprehensive income (loss) (1 ) —
—
—
—
—
—
535
—
12
547
Dividends on common shares —
—
—
—
—
—
(170 ) —
—
—
(170 )
Dividends on preference shares —
—
—
—
—
—
(25 ) —
—
—
(25 )
Dividends to noncontrolling interests on subsidiary common stock —
—
—
—
—
—
—
—
—
(7 ) (7 )
Noncontrolling decrease from redemption —
—
—
—
—
1
—
—
—
(8 ) (7 )
Deconsolidation of a subsidiary —
—
—
—
—
—
—
—
—
(22 ) (22 )
Acquisition of noncontrolling interest (39 ) —
—
—
—
—
—
—
—
—
—
Share-based compensation expense —
—
—
—
—
31
—
—
—
—
31
Repurchase of common shares —
—
—
(3,296,230 ) —
—
—
—
(200 ) —
(200 )
Issuance of common shares —
—
—
265,539
—
(2 ) —
—
—
—
(2 )
Balance, September 30, 2016 $ —
6,900,000
$ 690
139,452,776
$ 1
$ 5,133
$ 8,004
$ (5,825 ) $ (920 ) $ 194
$ 7,277



			Convertible Preference Shares			Common Shares
	Redeemable Non- Controlling Interests		Shares	Amount		Shares	Amount		Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Shares			Non- Controlling Interests			Total Equity
Balance, January 1, 2018	$	—	6,899,700	$	690	140,646,829	$	1	$	5,226	$	8,081		$	(5,930	)	$	(920	)	$	209		$	7,357
Net income (loss)	—		—	—		—	—		—		(21		)	—			—			2			(19		)
Other comprehensive income (loss)	4		—	—		—	—		—		—			(17		)	—			3			(14		)
Dividends on common shares, $0.46 per share	—		—	—		—	—		—		(65		)	—			—			—			(65		)
Dividends on preference shares, $1.21875 per share	—		—	—		—	—		—		(8		)	—			—			—			(8		)
Deconsolidation of a subsidiary	—		—	—		—	—		—		—			—			—			(2		)	(2		)
Acquisition of noncontrolling interest	466		—	—		—	—		—		—			—			—			—			—
Share-based compensation expense	—		—	—		—	—		7		—			—			—			—			7
Impact of adoption of new accounting standards	—		—	—		—	—		—		21			—			—			—			21
Issuance of (conversion to) common shares	—		—	—		257,199	—		—		—			—			—			—			—
Balance, March 31, 2018	$	470	6,899,700	$	690	140,904,028	$	1	$	5,233	$	8,008		$	(5,947	)	$	(920	)	$	212		$	7,277

(1) See Note 2 for further details.

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

BUNGE LIMITED AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


1.	BASIS OF PRESENTATION, ~~AND~~ PRINCIPLES OF CONSOLIDATION, AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements include the accounts of Bunge Limited (“Bunge”), its subsidiaries and variable interest entities (“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 has a controlling financial interest. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934, as amended (“Exchange Act”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to Securities and Exchange Commission (“SEC”) rules. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation have been included. The condensed consolidated balance sheet at December 31, ~~2016~~2018 has been derived from Bunge’s audited consolidated financial statements at that date. Operating results for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, ~~2017.~~2019. The financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, ~~2016,~~2018, forming part of Bunge’s ~~2016~~2018 Annual Report on Form 10-K filed with the SEC on February ~~28, 2017.~~22, 2019.

Cash, Cash Equivalents, and Restricted Cash

Restricted cash is included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheet that sums to the total of the same such amounts shown in the condensed consolidated statement of cash flows.



(US$ in millions)	March 31, 2019		March 31, 2018
Cash and cash equivalents	$	464	$	287
Restricted cash included in other current assets	5		5
Total	$	469	$	292

Statement of Cash Flows

On January 1, 2018, the Company adopted Accounting Standards Update ("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). Subsequent to the Company's initial adoption of ASU 2016-15, additional interpretative guidance was released by the SEC in the third quarter of 2018 that clarified the method to be used for calculating the cash received from payments on the deferred purchase price of securitized receivables. This additional guidance indicated that an entity must evaluate daily transaction activity to calculate the value of cash received from payments on the deferred purchase price. The company has applied this guidance on a retrospective basis, effective with the Form 10-Q for the quarterly period ended September 30, 2018, which resulted in additional reclassification of cash inflows from operating activities to cash inflows from investing activities. Therefore, the condensed consolidated statement of cash flows for the three months ended March 31, 2018 and certain amounts in Note 14, Trade Receivables Securitization Program, have been revised to reflect this change.


2.	ACCOUNTING PRONOUNCEMENTS

The below outlines ~~new accounting pronouncements issued in 2017, as well as~~ updates on certain previously disclosed ~~Accounting Standard Updates (“ASU”) not yet adopted.~~ASUs.

New Accounting Pronouncements

— In ~~August 2017,~~June 2016, the Financial Accounting Standards Board ~~(“FASB”)~~ issued ASU ~~2017-12,~~2016-13, ~~Derivatives and Hedging~~Financial Instruments-Credit Losses (Topic ~~815): Targeted Improvement to Accounting for Hedging Activities~~326), which ~~better aligns hedge~~introduces a new accounting ~~with~~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 ~~organization’s risk management activities in its financial statements. In addition,~~entity is required to estimate the ~~ASU simplifies~~credit losses expected over the ~~application~~life of ~~hedge accounting~~an exposure (or pool of

exposures). The guidance ~~in areas where practice issues exist.~~also amends the current impairment model for debt securities classified as available-for-sale securities. The ~~ASU is~~new guidance will be effective for fiscal years beginning after December 15, ~~2018, and~~2019, including interim periods within those fiscal years. Early adoption is ~~permitted, including interim periods within those years.~~permitted. Bunge is ~~assessing~~evaluating the impact of this standard on its consolidated financial statements.

Recently Adopted Accounting Pronouncements

~~In May 2017,~~On January 1, 2019 the ~~FASB��issued~~Company adopted ASU ~~2017-10,~~ ~~Service Concession Arrangements (Topic 853): Determining the Customer of the Operation Services.~~2016-02, ~~Topic 853 provides guidance for operating entities when they enter into a service concession arrangement with a public-sector grantor who both:~~Leases (Topic 842)

~~Controls or has~~. Under the ~~ability to modify or approve~~new provisions, all leases, except short-term leases, are recognized on the ~~services to be provided with the infrastructure~~balance sheet as right-of-use assets and ~~the related price~~

~~Controls, through ownership, beneficial entitlement, or otherwise, any residual interest in the infrastructure at the end of the term of the arrangement.~~

~~In a service concession arrangement within the scope of Topic 853, the operating entity should not account~~lease liabilities for the ~~infrastructure as a lease or as property, plant, and equipment. An operating entity should refer~~obligation to other Topics to account for various aspects of a service concession arrangement. For example, an operating entity should account for revenue relating to construction, upgrade, or operation services in accordance with Topic 606,make payments under such leases. Bunge has elected the amended transition approach provided by ASU 2018-11, ~~Revenue from Contracts with Customers~~.

The amendments in this ASU apply to the accounting by operating entities for service concession arrangements within the scope of Topic 853. These updates will be effective when Bunge adopts the updates to Topic 606 on January 1, 2018. The adoption of this standard is not expected to have a material impact on Bunge's consolidated financial statements.

~~In May 2017, the FASB issued ASU 2017-09,~~ ~~Compensation - Stock Compensation~~Leases (Topic ~~718)~~842): ~~Scope of Modification Accounting~~. The new guidance requires an entity to apply modification accounting to share-based payment awards only if the fair value, vesting conditions, or classification of the award as equity or liability changes as a result of a change in terms or conditions of the award. The amendments in this ASU are effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted. The amendments in the ASU should be applied prospectively to an award modified on or after the adoption date. The adoption of this standard is not expected to have a material impact on Bunge's consolidated financial statements.

~~In March 2017, the FASB issued ASU 2017-07,~~ ~~Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost~~Targeted Improvements, which ~~changes the presentation of net periodic benefit cost related~~allows entities to employer sponsored defined benefit plans and other postretirement benefits. Service cost should be included in the same income statement line item as other compensation costs arising from services rendered during the period, while other components of net periodic benefit pension cost should be presented separately outside of operating income. Additionally, only service costs may be capitalized in assets. The standard is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted. Entities should apply the guidance ~~on the presentation~~as of the components of net periodic benefit cost in the income statement retrospectively. The guidance limiting the capitalization of net periodic benefit cost in assets to the service cost component should be applied prospectively. The adoption of this standard is not expected to have a material impact on Bunge’s consolidated financial statements.

~~In February 2017, the FASB issued ASU 2017-05,~~ Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets. The new guidance clarifies the scope of Subtopic 610-20 on the sale or transfer of nonfinancial assets to noncustomers, including partial sales. The standard is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted. The new requirements may be implemented either retrospectively to each period presented in the financial statements, or retrospectively with a cumulative-effect adjustment to retained earnings at the date of initial ~~application. The adoption of this standard is not expected to have a material impact on Bunge’s consolidated financial statements.~~

~~In January 2017, the FASB issued ASU 2017-04,~~ ~~Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The new guidance eliminates Step 2 from the goodwill impairment test. Instead an entity should perform its annual, or interim, goodwill impairment test~~application by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The standard is effective for annual or interim impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted. The new requirements should be implemented on a prospective basis. The adoption of this standard is not expected to have a material impact on Bunge’s consolidated financial statements.

~~In January 2017, the FASB issued ASU 2017-01,~~ ~~Business Combinations (Topic 805): Clarifying the Definition of a Business.~~ The amendments provide that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. Otherwise, to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output. The standard is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted. The new requirements should be implemented on a prospective basis. The adoption of this standard is not expected to have a material impact on Bunge’s 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. 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 changes will be effective with respect to Bunge as of January 1, 2018 and it is expected that the modified retrospective approach will be applied with~~recognizing a cumulative-effect adjustment to opening retained ~~earnings. Management has completed its~~earnings, with no retrospective adjustments. The Company also elected the package of practical expedients that permits the Company to not reassess under the new standard prior conclusions about lease identification, lease classification, and initial direct costs, as well as the practical expedient to not separate lease components from non-lease components in accounting for all classes of underlying assets. Upon adoption, ~~assessment~~the Company recorded $1,006 million of operating lease assets and ~~does not expect~~$962 million of operating lease liabilities. Included in Operating lease assets at January 1, 2019 was $44 million of prepaid lease balances that were reclassified from Other non-current assets.

On January 1, 2019 the Company adopted ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) - Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASU allows a ~~material impact on Bunge's results~~reclassification from accumulated other comprehensive income ("AOCI") to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act ("Tax Act"). Consequently, the ASU eliminates the stranded tax effects resulting from the Tax Act and will improve the usefulness of ~~operations,~~information reported to financial ~~position or cash flows. This is due to the fact that the majority of Bunge's revenue streams apply fair value accounting and are not within the scope of~~statement users. However, because this guidance and for revenue streams within the scope of this guidance, the current timing and measurement of revenue recognition is not expected to change significantly. Topic 606 also requires expanded disclosure, particularly as itASU only relates to the ~~disclosure~~reclassification of ~~segment revenues.~~

~~Recently Adopted Accounting Pronouncements -~~ ~~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. Bunge adopted this ASU upon its effective date of January 1, 2017 and the adoption did not have a material impact on Bunge's 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~~ the income tax ~~consequences, classification~~effects of ~~awards as either equity~~the Tax Act, the underlying guidance that requires that the effect of a change in tax laws or ~~liabilities, an option~~rates be included in income from continuing operations is not affected. The Company's stranded tax effects relate to ~~recognize gross stock compensation expense~~unrecognized costs associated with ~~actual forfeitures recognized as they occur, as well as~~ certain ~~classifications on~~pension plans for which the ~~statement of cash flows. Bunge adopted~~tax benefit was initially recorded to AOCI. Absent this ASU, the Company's policy is to release stranded tax effects upon ~~its effective date of January 1, 2017 and~~the pension plans' termination. Upon the adoption ~~did not have a material impact on Bunge's consolidated financial statements.~~

~~In July 2015, the FASB issued ASU 2015-11,~~ ~~Inventory (Topic 330): Simplifying the Measurement~~ of ~~Inventory,~~ which requires entities that measure inventory using the first-in, first-out or average cost methods to measure inventory at the lower of cost or net realizable value. Net realizable value is defined as estimated selling price in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation. Bunge adopted this ASU, ~~upon its effective date~~the Company elected to reclassify the income tax effects of ~~January 1, 2017~~the Tax Act, resulting in a decrease to AOCI and ~~the adoption did not have a material impact on Bunge's consolidated financial statements.~~an increase to retained earnings of $21 million.

3. GLOBAL COMPETITIVENESS PROGRAM

In July 2017, Bunge announced a comprehensive global competitiveness program ~~(“GCP”)~~ to improve its cost position and deliver increased value to ~~shareholders. The GCP will, among other things, rationalize Bunge’s cost structure and reengineer~~shareholders (the “Global Competitiveness Program”). When fully implemented, the ~~way the company operates in order~~Global Competitiveness Program is expected to reduce the Company’s overhead ~~costs. One~~costs by approximately $250 million annually by the end of ~~the GCP’s~~2019. The Company identified key ~~objectives~~elements of its strategy to meet this goal, including adopting a zero-based budgeting process that will ~~be to streamline~~target excess costs in specific budget categories and improving efficiency and scalability by simplifying organizational structures, streamlining processes and ~~consolidate~~consolidating back office functions globally. In conjunction with the Global Competitiveness Program, the Company has implemented other cost reduction and strategic initiatives to ~~improve~~enhance the efficiency and ~~scalability.~~performance of the Company’s business.

The GCP will comprise restructuring initiatives that may include the sale or disposal of long-lived assets, reduction of workforce and rationalization of certain investments. As Bunge continues to review its opportunities, certain charges may be recorded in earnings, including severance and other employee benefit costs, other costs related to the disposal of assets or investments and costs related to professional services.

The table below sets forth, by segment, the types of costs recorded for the ~~GCP during the three and nine months ended September 30, 2017.~~Global Competitiveness Program.


									Three Months Ended March 31,
	Severance and Other		Disposal of Assets		Professional		Total		2019										2018
(US$ in millions)	Employee Benefit Costs		or Investments		Services		Charges		Severance and Other Employee Benefit Costs			Consulting and Professional Services		Other Program Costs		Total Program Costs			Severance and Other Employee Benefit Costs		Consulting and Professional Services		Total Program Costs
Agribusiness Segment	$	4	$	17	$	3	$	24	$	2		$	2	$	1	$	5		$	5	$	6	$	11
Edible Oils Segment	2		1		1		4		1			1		—		2			1		1		2
Milling Segment	1		1		1		3		—			—		—		—			1		1		2
Sugar and Bioenergy Segment	—		1		1		2		(1		)	—		—		(1		)	—		1		1
Total	$	7	$	20	$	6	$	33	$	2		$	3	$	1	$	6		$	7	$	9	$	16

In addition to the above charges, nil and $1 million of severance and other employee benefit costs were recorded related to other industrial productivity initiatives for the three months ended March 31, 2019 and 2018, respectively. For the

three months ended March 31, 2019 and 2018 costs recorded above, $2nil and $3 million, respectively, were recorded in Cost of goods sold ~~$18~~and $6 million and $14 million, respectively, were recorded in Selling, general and administrative ~~expenses, and $13 million were recorded in Other income (expense) - net.~~expenses.

~~On September 27, 2017, as part~~Bunge's liability associated with the Global Competitiveness Program and other associated initiatives is primarily comprised of accruals for severance and other employee benefit costs. The following table sets forth the ~~GCP, Bunge offered a voluntary early retirement program to certain U.S. based salaried employees. Those employees had until October 31, 2017 to accept or decline~~activity affecting the ~~offer. For those employees who accepted, Bunge will recognize~~liability for severance and other employee benefit costs related to the Global Competitiveness Program and other associated initiatives, which is recorded in Other current liabilities on the condensed consolidated balance sheet.



(US$ in millions)	Severance and Other Employee Benefit Costs
Balance at January 1, 2019	$	3
Charges incurred	2
Cash payments	(2		)
Balance at March 31, 2019	$	3

In addition to the cash charges described above, the Company's restructuring initiatives may include the sale or disposal of long-lived assets and rationalization of certain investments. As Bunge continues to review its opportunities, certain gains and charges may be recorded in earnings, including those related to the disposal of assets or investments. For the three months ended March 31, 2019 and 2018, nil and $1 million, respectively, of such gains have been recognized.

4. LEASES

Bunge routinely leases storage facilities, transportation equipment, land, and office facilities which are typically classified as operating leases. The accounting for some of Bunge's leases may require significant judgment when determining whether a contract is or contains a lease, the lease term, and the likelihood of renewal or termination options. Leases with an initial term of more than 12 months are recognized on the balance sheet as right-of-use assets (Operating lease assets) and lease liabilities for the obligation to make payments under such leases (Current operating lease obligations and Non-current operating lease obligations). As of the lease commencement date, the lease liability is initially measured as the present value of lease payments not yet paid. The lease asset is initially measured equal to the lease liability and adjusted for lease payments made at or before lease commencement (e.g., prepaid rent), lease incentives, and any initial direct costs. Over time, the lease liability is reduced for lease payments made and the lease asset is reduced through expense, classified as either Cost of goods sold or Selling, general and administrative expense depending upon the nature of the lease. Lease assets are subject to review for impairment in a manner consistent with Property, plant and equipment. Leases with an initial term of 12 months or less (“short-term leases”) are not recorded on the balance sheet, and lease expense for these short-term leases is recognized on a straight-line basis over the lease term.

The Company’s leases range in length of term, with an average remaining lease term of 6.4 years, but with certain land leases continuing for up to 94 years. Additionally, certain leases contain renewal options that can extend the lease term up to an additional 5 years. Renewal options are generally exercisable solely at the Company’s discretion. When a renewal option is reasonably certain to be exercised, such additional terms are considered when calculating the associated operating lease asset and liability. When determining the lease liability at commencement of the lease, the present value of lease payments is based on the Company’s incremental borrowing rate determined using a portfolio approach and the Company’s incremental cost of debt, adjusted to arrive to the rate in the applicable country and for the applicable term of the lease, as the rate implicit in the lease is generally not readily determinable. As of March 31, 2019, such weighted average discount rate was 6.8%.

Certain of the Company’s freight supply agreements for ocean freight vessels and rail cars, as well as land leases associated with agricultural partnership agreements for the production of sugarcane, may include rental payments that are variable in nature. Variable payments on time charter agreements for ocean freight vessels under freight supply agreements are dependent on then current market daily hire rates. Variable payments for certain rail cars can be based on volumes, and in some cases, benchmark interest rates. Payments under the Company's agricultural partnership agreements in Brazil are dependent on 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 state of São Paulo sugarcane, sugar and ethanol council. Such variable payments are not included in the calculation of the associated operating lease asset or liability subsequent to the inception date of the associated lease and are recorded as expense in the period in which the adjustment to the variable payment obligation is incurred. Certain of the Company’s lease agreements related to railcars and barges contain residual value guarantees (see Note 16, Commitments and Contingencies). None of the Company’s lease agreements contain material restrictive covenants.

The components of lease expense were as follows:



(US$ in millions)	Three Months Ended March 31, 2019
Operating lease cost	$	80
Short-term lease cost	152
Variable lease cost	3
Sublease income	(30		)
Total lease cost	$	205

Supplemental cash flow information related to leases was as follows:



(US$ in millions)	Three Months Ended March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	79
Supplemental noncash information:
Right-of-use assets obtained in exchange for lease obligations	$	70

Maturities of lease liabilities for operating leases as of March 31, 2019, are as follows:



(US$ in millions)
Remaining in 2019	$	215
2020	237
2021	197
2022	157
2023	117
Thereafter	289
Total lease payments ⁽¹⁾	1,212
Less imputed interest	248
Present value of lease liabilities	$	964

(1) Minimum lease payments have not been reduced by minimum sublease income receipts of $42 million due in future periods under non-cancelable subleases. Non-cancelable subleases primarily relate to an agreement with a third party for the use of a portion of a port terminal facility with a remaining sublease term of approximately ~~$36 million~~5 years, as well as an agreement with an unconsolidated joint venture in which Bunge subleases rail cars with remaining sublease terms of approximately three to four years. Additionally, Bunge may enter into re-let agreements to sell the right to use ocean freight vessels under time charter agreements when excess capacity is available.

As of March 31, 2019, the Company has additional operating leases for freight supply agreements on ocean freight vessels, that have not yet commenced, of $162 million. These operating leases will commence in 2019 and 2020, with lease terms of up to seven years.

Prior year lease disclosures

The following pertains to previously disclosed information from Note 21, Commitments and contingencies and Note 26, Lease commitments, contained in Bunge's 2018 Annual Report on Form 10-K, which incorporates information about leases now in scope of ASC 842, Leases, disclosed above.

Operating lease for storage facilities, transportation equipment and office facilities—Future minimum lease payments by year and in the ~~fourth quarter~~aggregate under non-cancelable operating leases with initial term of ~~2017.~~one year or more at December 31, 2018 are as follows:



(US$ in millions)
2019	$	134
2020	107
2021	84
2022	58
2023	48
Thereafter	126
Total⁽¹⁾	$	557

(1) Minimum lease payments have not been reduced by minimum sublease income receipts of $43 million due in future periods under non-cancelable subleases.

Freight Supply Agreements—In the ordinary course of business, Bunge enters into time charter agreements for the use of ocean freight vessels 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. Future minimum payment obligations due under these agreements as of December 31, 2018 are as follows:



(US$ in millions)
2019	$	172
2020 and 2021	176
2022 and 2023	121
2024 and thereafter	37
Total	$	506


4.	~~BUSINESS ACQUISITIONS~~

On September 12, 2017, Bunge announced that it entered into a definitive agreement to acquire a 70% ownership interest in IOI Loders Croklaan ("Loders") from IOI Corporation Berhad ("IOI") for approximately $946 million, comprising €297 million and $595 million in cash. The transaction expands Bunge's value-added capabilities, reach, and scale across core geographies to establish Bunge as a global leader in B2B oil solutions. Loders' portfolio includes a full range of palm and tropical oil-derived products with strength in confectionery, bakery and infant nutrition applications. Loders serves global food industry customers in more than 100 countries around the world. The transaction is expected to close in the first half of 2018, subject to customary closing conditions, including receipt of required regulatory approvals and the approval of a majority of IOI shareholders.

On February 28, 2017, Bunge acquired two oilseed processing plants and related operations in the Netherlands and France pursuant to an agreement with Cargill, Inc. Bunge paid a total purchase price of approximately $322 million. The purchase price allocation resulted in $109 million allocated to property, plant and equipment, $103 million to other net assets

~~and liabilities and $7 million to finite-lived intangible assets. The transaction also resulted in $103 million of goodwill allocated to Bunge’s agribusiness operations.~~5. TRADE STRUCTURED FINANCE PROGRAM


5.	~~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 ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016, the~~2018, net returns from these activities were ~~$27~~$5 million and ~~$45~~$8 million, respectively, and were included as a reduction of cost of goods sold in the accompanying condensed consolidated statements of income. These activities include programs under which Bunge generally obtains U.S. dollar-denominated letters of credit (“LCs”) ~~(each~~, each based on an underlying commodity trade ~~flow)~~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, and other programs in which trade related payables are set-off against receivables, all of which are subject to legally enforceable set-off agreements.

~~The table below summarizes the assets and liabilities included in the condensed consolidated balance sheets and the associated fair value amounts at September 30, 2017~~As of March 31, 2019 and December 31, ~~2016, related to the program. The fair values approximated the carrying amount of the related financial instruments.~~

(US$ in millions) September 30,
2017 December 31,
2016
Current assets:

Carrying value of time deposits $ —
$ 64
Fair value (Level 2 measurement) of time deposits $ —
$ 64

Non-current assets:
Carrying value of time deposits $ 313
$ 464
Fair value (Level 2 measurement) of time deposits $ 313
$ 464

Current liabilities:
Carrying value of letters of credit obligations $ 313
$ 528
Fair value (Level 2 measurement) of letters of credit obligations $ 313
$ 528

~~As of September 30, 2017 and December 31, 2016,~~2018, time deposits and LCs of ~~$6,766~~$4,543 million and ~~$5,732~~$4,729 million, respectively, were presented net on the condensed consolidated balance sheets as the criteria of ASC 210-20, Offsetting, had been met. ~~Additionally, as of September 30, 2017~~At March 31, 2019 and December 31, ~~2016, receivables and trade payables of $896 million and nil, respectively, were presented net on the condensed consolidated balance sheets as the criteria of ASC 210-20,~~ ~~Offsetting, had been met. At September 30, 2017 and December 31, 2016,~~2018, time deposits, including those presented on a net basis, carried weighted-average interest rates of ~~2.84%~~3.82% and ~~2.36%~~3.76%, respectively. During the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, total net proceeds from issuances of LCs were ~~$5,889~~$1,117 million and ~~$5,165~~$1,488 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 condensed consolidated statements of cash flows.


6.	INVENTORIES

Inventories by segment are presented below. Readily marketable inventories (“RMI”) are agricultural commodity inventories, such as soybeans, soybean meal, soybean oil, corn, and wheat carried at fair value because of their commodity characteristics, widely available markets, and international pricing mechanisms. Bunge engages in trading and distribution, or merchandising activities, and part of RMI can be attributable to such activities and is not held for processing. All other inventories are carried at lower of cost or net realizable value.


(US$ in millions)	September 30, 2017		December 31, 2016		March 31, 2019		December 31, 2018
Agribusiness ⁽¹⁾	$	4,536	$	3,741	$	4,623	$	4,551
Edible Oil Products ⁽²⁾	442		404		731		742
Milling Products	187		167		243		220
Sugar and Bioenergy ⁽³⁾	583		406		253		280
Fertilizer	100		55		88		78
Total	$	5,848	$	4,773	$	5,938	$	5,871


(1)	Includes RMI of ~~$4,398~~$4,372 million and ~~$3,593~~$4,365 million at ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, respectively. Of these amounts, ~~$3,351~~$3,360 million and ~~$2,523~~$3,300 million can be attributable to merchandising activities at ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, respectively.


(2)	Includes RMI of ~~bulk soybean and canola oil in the aggregate amount of $109~~$97 million and ~~$123~~$88 million at ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, respectively.


(3)	Includes ~~sugar~~ RMI of ~~$195~~$33 million and ~~$139~~$79 million at ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, respectively. Of these amounts, ~~$189~~$27 million and ~~$139~~$74 million can be attributable to merchandising activities at ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, respectively.


7.	OTHER CURRENT ASSETS

Other current assets consist of the following:


(US$ in millions)	September 30, 2017		December 31, 2016		March 31, 2019		December 31, 2018
Unrealized gains on derivative contracts, at fair value	$	1,024	$	1,327	$	1,014	$	1,071
Prepaid commodity purchase contracts ⁽¹⁾	418		273		238		253
Secured advances to suppliers, net ⁽²⁾	377		601		301		257
Recoverable taxes, net	459		467		473		500
Margin deposits	277		251		248		348
Marketable securities, at fair value and other short-term investments	544		94
Marketable securities, at fair value, and other short-term investments					343		162
Deferred purchase price receivable, at fair value ⁽³⁾	123		87		97		128
Income taxes receivable	235		181		48		102
Prepaid expenses	147		148		144		165
Other	277		216		214		185
Total	$	3,881	$	3,645	$	3,120	$	3,171


(1)	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 when the farmer’s crop is harvested and sold. The secured advances to farmers are reported net of allowances of $1 million at ~~September 30, 2017~~March 31, 2019 and $1 million at December 31, ~~2016. There were no significant changes in the allowance at September 30, 2017 and December 31, 2016, respectively.~~2018.

Interest earned on secured advances to suppliers of $7 million and $7$10 million for the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016, respectively, and $34 million and $25 million for the nine months ended September 30, 2017 and 2016,~~2018, respectively, is included in net sales in the condensed consolidated statements of income.


(3)	Deferred purchase price receivable represents additional credit support for the investment conduits in Bunge’s ~~accounts~~trade receivables ~~sales~~securitization program (see Note ~~13)~~14).

Marketable Securities and Other Short-Term Investments - Bunge invests in foreign government securities, corporate debt securities, deposits, and other securities. The following is a summary of amounts recorded onin the condensed consolidated balance sheets for marketable securities and other short-term investments.


(US$ in millions)	September 30, 2017		December 31, 2016		March 31, 2019		December 31, 2018
Foreign government securities	$	521	$	28	$	61	$	55
Corporate debt securities	21		57		115		91
Certificate of deposits/time deposits	—		7
Certificates of deposit/time deposits					164		15
Other	2		2		3		1
Total marketable securities and other short-term investments	$	544	$	94
Total					$	343	$	162

As of ~~September 30, 2017,~~March 31, 2019, total marketable securities and other short-term investments includes $1$176 million ~~of assets classified as available for sale, $541~~that are recorded at fair value and $167 million ~~as trading and $2 million as~~of other short-term investments. As of December 31, ~~2016,~~2018, total marketable securities and other short-term investments includes ~~$22~~$144 million ~~of assets classified as available for sale, $63 million as trading~~that are recorded at fair value and $9$18 million as other short-term investments. 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~~short-term nature of these investments, carrying value approximates fair value.


8.	OTHER NON-CURRENT ASSETS

Other non-current assets consist of the following:


(US$ in millions)	September 30, 2017		December 31, 2016		March 31, 2019		December 31, 2018
Recoverable taxes, net ⁽¹⁾	$	142	$	139	$	156	$	112
Judicial deposits⁽¹⁾	143		129		116		115
Other long-term receivables	13		23		6		8
Income taxes receivable⁽¹⁾	294		261		230		221
Long-term investments	63		54		85		91
Affiliate loans receivable	26		25		29		29
Long-term receivables from farmers in Brazil, net ⁽¹⁾	148		133		91		93
Other	186		163		108		154
Total	$	1,015	$	927	$	821	$	823


(1)	These non-current assets arise primarily from Bunge’s Brazilian operations and their realization could take several years.

Recoverable taxes, net - Recoverable taxes are reported net of allowances of ~~$29~~$27 million and ~~$32~~$27 million at ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, 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 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 primarily 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~~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. Certain of such long-term receivables from farmers are originally recorded in other current assets as prepaid commodity contracts or secured advances to suppliers (see Note 7) and reclassified to other non-current assets when collection issues with farmers arise and amounts become past due and resolution of matters is expected to take more than one year.

The average recorded investment in long-term receivables from farmers in Brazil for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and the year ended December 31, ~~2016~~2018 was ~~$263~~$203 million and ~~$235~~$215 million, respectively. The table below summarizes Bunge’s recorded investment in long-term receivables from farmers in Brazil and the related allowance amounts.


	September 30, 2017				December 31, 2016				March 31, 2019				December 31, 2018
(US$ in millions)	Recorded Investment		Allowance		Recorded Investment		Allowance		Recorded Investment		Allowance		Recorded Investment		Allowance
For which an allowance has been provided:
Legal collection process ⁽¹⁾	$	102	$	87	$	84	$	78	$	105	$	90	$	105	$	89
Renegotiated amounts ⁽²⁾	27		24		36		31		15		15		17		17
For which no allowance has been provided:
Legal collection process⁽¹⁾	77		—		60		—		48		—		51		—
Renegotiated amounts⁽²⁾	21		—		16		—		9		—		10		—
Other long-term receivables	32		—		46		—		19		—		16		—
Total	$	259	$	111	$	242	$	109	$	196	$	105	$	199	$	106


(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 table below summarizes the activity in the allowance for doubtful accounts related to long-term receivables from farmers in Brazil.


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
(US$ in millions)	2017			2016			2017			2016			2019			2018
Beginning balance	$	109		$	111		$	109		$	100		$	106		$	113
Bad debt provisions	—			—			10			1			1			4
Recoveries	(3		)	(2		)	(11		)	(11		)	(1		)	(1		)
Transfers	—			1			—			1
Foreign exchange translation	5			(1		)	3			18			(1		)	—
Ending balance	$	111		$	109		$	111		$	109		$	105		$	116


9.	INCOME TAXES

Income tax expense is provided on an interim basis based on management’s estimate of the annual effective income tax rate and includes the tax effects of certain discrete items, such as changes in tax laws or tax rates or other unusual or non-recurring tax adjustments in the interim period in which they occur. In addition, jurisdictions with a projected loss for the year or a year-to-date loss where no tax benefit can be recognized are excluded from the estimated annual effective tax rate. The effective tax rate is highly dependent on the geographic distribution of Bunge’s worldwide earnings or losses and tax regulations in each jurisdiction. Management regularly monitors the assumptions used in estimating its annual effective tax rate and adjusts estimates accordingly, including the realizability of deferred tax assets. Volatility in earnings ~~results in~~within a taxing jurisdiction could result in a determination that additional valuation allowance adjustments may be warranted. While management does not currently believe any future valuation allowance adjustments will be significant, the actual results may be different and the impact of such amounts will be recorded in the period in which management's assessment changes.

For the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, income tax expense related to continuing operations was $2$38 million and ~~$118~~$19 million, ~~respectively, resulting in~~respectively. The effective tax rates for the first quarters of 1%2019 and ~~19%. The year-to-date effective tax~~2018 were higher than the U.S. statutory rate of ~~1% in 2017 was~~21% primarily due to ~~certain discrete items, including~~ an income tax benefit of $32 million for a favorable resolution of income tax matters in Asia and an income tax benefit of $17 million related to a tax election in South America. The 2016 year-to-date effective tax rate of 19% was driven primarily by discrete items, including an income tax benefit of $60 million recorded for a change in estimate resulting from a tax election for North America and an income tax benefit of $11 million recorded for income tax refund claims in Europe, partially offset by an income tax charge of $(32) million recorded for an uncertain tax position related to Asia. Excluding the effect of these discrete items noted above, Bunge's effective tax rate for the nine months ended September 30, 2017 and 2016, was 22% and 26%, respectively. The reduction in the effective tax rate

~~from 2016 to 2017, taking into account an exclusion of the discrete tax items noted above, is primarily attributable to favorable~~unfavorable earnings mix ~~and increased tax exempt income.~~

Bunge believes that it is reasonably possible that approximately $25 million of its unrecognized tax benefits may be recognized within the next twelve months as a result of the lapse of statute of limitations, or settlementassociated with ~~the tax authorities.~~pretax losses in certain jurisdictions.

As a global enterprise, Bunge files income tax returns that are subject to periodic examination and challenge by federal, state and foreign tax authorities. In many jurisdictions, income tax examinations, including settlement negotiations or litigation, may take several years to finalize. While it is difficult to predict the ~~final~~ outcome or timing of resolution of any particular matter, management believes that the condensed consolidated financial statements reflect the largest amount of tax benefit that is more likely than not to be realized.


10.	OTHER CURRENT LIABILITIES

Other current liabilities consist of the following:


(US$ in millions)	September 30, 2017		December 31, 2016		March 31, 2019		December 31, 2018
Unrealized losses on derivative contracts, at fair value	$	1,054	$	1,203	$	763	$	1,192
Accrued liabilities	663		548		517		618
Advances on sales	196		395		310		405
Other	284		330		250		287
Total	$	2,197	$	2,476	$	1,840	$	2,502


11.	~~FINANCIAL INSTRUMENTS AND~~ FAIR VALUE MEASUREMENTS

~~Bunge’s various financial instruments include certain components~~The fair value standard describes three levels within its hierarchy that may be used to measure fair value.



Level	Description	Financial Instrument (Assets / Liabilities)
Level 1	Quoted price (unadjusted) in active markets for identical assets or liabilities.	Exchange traded derivative contracts. Marketable securities in active markets.
Level 2	Observable inputs, including adjusted Level 1 quotes, 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.	Readily marketable inventories. Over-the-counter (‘‘OTC’’) commodity purchase and sale contracts. 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. Marketable securities in less active markets.
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.	Assets and liabilities whose value is determined using proprietary pricing models, discounted cash flow methodologies or similar techniques. Assets and liabilities for which the determination of fair value requires significant management judgment or estimation.

In many cases, a valuation technique used to measure fair value includes inputs from multiple levels 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 carryingthe fair value which is a reasonable estimate of fair value. See Note 13 for deferred purchase price receivable (“DPP”) related to sales of trade receivables, Note 8 for long-term receivables from farmers in Brazil, net and other long-term investments and Note 12 for long-term debt. Bunge’s financial instruments also include derivative instruments and marketable securities, which are stated at fair value.

hierarchy. 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~~measurement determines the placement of the entire fair value measurement in the hierarchy. Bunge’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the classification of fair value assets and liabilities within the fair value hierarchy levels.

Bunge’s policy regarding the timing of transfers between levels, including both transfers into and transfers out of Level 3, is ~~considered Level 3.~~to measure and record the transfers at the end of the reporting period.

For a further definition of fair value and the associated fair value levels, refer to the Financial Instruments and Fair Value Measurements footnote included in Bunge's 2018 Annual Report on Form 10-K.

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																Fair Value Measurements at Reporting Date
	September 30, 2017								December 31, 2016								March 31, 2019								December 31, 2018
(US$ in millions)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Readily marketable inventories (Note 6)	$	—	$	4,133	$	569	$	4,702	$	—	$	3,618	$	237	$	3,855	$	—	$	3,869	$	633	$	4,502	$	—	$	4,286	$	246	$	4,532
Trade accounts receivable ⁽¹⁾	—		6		—		6		—		6		—		6
Unrealized gain on designated derivative contracts⁽²⁾:
Interest rate	—		—		—		—		—		1		—		1
Foreign exchange	—		25		—		25		—		29		—		29
Unrealized gain on undesignated derivative contracts ^(2):
Unrealized gain on derivative contracts ⁽¹⁾:
Interest rate	—		—		—		—		—		1		—		1		—		19		—		19		—		6		—		6
Foreign exchange	—		416		—		416		—		312		—		312		—		443		—		443		—		473		—		473
Commodities	107		406		19		532		421		431		96		948		64		422		27		513		128		407		18		553
Freight	25		—		6		31		16		—		—		16		15		—		4		19		6		—		6		12
Energy	20		—		—		20		23		1		—		24		34		—		—		34		30		—		—		30
Deferred purchase price receivable (Note 13 )	—		123		—		123		—		87		—		87
Other ⁽³⁾	14		684		—		698		18		108		—		126
Credit																	—		1		—		1		—		—		—		—
Deferred purchase price receivable (Note 14)																	—		97		—		97		—		128		—		128
Other ⁽²⁾																	96		100		—		196		67		98		—		165
Total assets	$	166	$	5,793	$	594	$	6,553	$	478	$	4,594	$	333	$	5,405	$	209	$	4,951	$	664	$	5,824	$	231	$	5,398	$	270	$	5,899
Liabilities:
Trade accounts payable ⁽¹⁾	$	—	$	676	$	249	$	925	$	—	$	478	$	44	$	522
Unrealized loss on designated derivative contracts ^(4):
Interest rate	—		20		—		20		—		18		—		18
Unrealized loss on undesignated derivative contracts ^(4):
Trade accounts payable ⁽³⁾																	$	—	$	449	$	397	$	846	$	—	$	394	$	47	$	441
Unrealized loss on derivative contracts ^(4):
Interest rate	—		1		—		1		—		—		—		—		—		24		—		24		—		42		—		42
Foreign exchange	—		419		—		419		—		233		—		233		—		398		—		398		—		499		—		499
Commodities	141		432		20		593		356		444		144		944		49		229		26		304		152		446		23		621
Freight	19		—		5		24		14		—		1		15		21		—		5		26		13		—		6		19
Energy	14		—		3		17		9		—		2		11		26		—		2		28		43		—		1		44
Equity																	1		—		—		1		—		—		—		—
Total liabilities	$	174	$	1,548	$	277	$	1,999	$	379	$	1,173	$	191	$	1,743	$	97	$	1,100	$	430	$	1,627	$	208	$	1,381	$	77	$	1,666

(1)

~~Trade accounts receivable and payable~~Unrealized gains on derivative contracts are generally ~~stated at historical amounts, net of write-offs and allowances, with the exception of $6~~included in other current assets. There were $15 million and ~~$925~~$3 million ~~respectively,~~included in other non-current assets at ~~September 30, 2017~~March 31, 2019 and ~~$6 million and $522 million, respectively, at~~ December 31, ~~2016, related to certain delivered inventory for which~~2018, respectively.


(2)	Other includes the ~~receivable~~fair values of marketable securities and ~~payable fluctuate based on changes~~investments in ~~commodity prices.~~ other current assets and other non-current assets.


(3)	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 are nil and $5 million included in other non-current assets at September 30, 2017 and December 31, 2016, 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 are ~~$20~~$18 million and ~~$18~~$33 million included in other non-current liabilities at ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, respectively.

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 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.

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. The majority of the Bunge’s exchange-traded agricultural commodity futures are cash-settled on a daily basis and, therefore, are not included in these tables. 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~~generally fair ~~value generally determined~~valued 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~~

Level 3 Measurements

The following relates to Level 3 measurements. An instrument ~~is categorized in Level 3.~~

Exchange traded or cleared derivative contracts are classified in Level 1. 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 transfersmay transfer 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~~3 due to inputs becoming either observable 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 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 condensed consolidated balance sheets and condensed 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 condensed consolidated balance sheets and condensed 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 derivative counterparties at September 30, 2017 and December 31, 2016, respectively.unobservable.

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~~

to value freight, premiums and discounts ~~to value~~in its contracts. Movements in the price of these unobservable inputs alone would not have a material effect on ~~Bunge’s~~Bunge's financial statements as these contracts do not typically exceed one future crop cycle.

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.

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 three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2019 and ~~2016.~~2018. These instruments were valued using pricing models that management believes reflect the assumptions that would be used by a marketplace participant.


	Three Months Ended September 30, 2017												Three Months Ended March 31, 2019
(US$ in millions)	Derivatives, Net			Readily Marketable Inventories			Trade Accounts Receivable/ Payable, Net			Total			Readily Marketable Inventories			Derivatives, Net			Trade Accounts Payable			Total
Balance, July 1, 2017	$	—		$	623		$	(453	)	$	170
Total gains and (losses), realized/unrealized included in cost of goods sold	(4		)	23			(2		)	17
Balance, January 1, 2019													$	246		$	(6	)	$	(47	)	$	193
Total gains and losses (realized/unrealized) included in cost of goods sold ⁽¹⁾													37			2			5			44
Purchases	3			233			(5		)	231			699			—			(361		)	338
Sales	—			(443		)	—			(443		)	(570		)	—			—			(570		)
Issuances	(3		)	—			—			(3		)	—			—			—			—
Settlements	(1		)	—			214			213			—			1			(21		)	(20		)
Transfers into Level 3	(1		)	162			(4		)	157			276			1			27			304
Transfers out of Level 3	3			(29		)	1			(25		)	(55		)	—			—			(55		)
Balance, September 30, 2017	$	(3	)	$	569		$	(249	)	$	317
Balance, March 31, 2019													$	633		$	(2	)	$	(397	)	$	234

Three Months Ended September 30, 2016
(US$ in millions)
Derivatives,
Net

Readily
Marketable
Inventories

Trade
Accounts
Receivable/
Payable, Net
Total
Balance, July 1, 2016 $ 127
$ 917
$ (188 ) $ 856
Total gains and (losses), realized/unrealized included in cost of goods sold (120 ) 12
7
(101 )
Purchases —
171
(8 ) 163
Sales —
(517 ) —
(517 )
Issuances —
—
—
—
Settlements (37 ) —
95
58
Transfers into Level 3 (5 ) 208
—
203
Transfers out of Level 3 (1 ) (499 ) 51
(449 )
Balance, September 30, 2016 $ (36 ) $ 292
$ (43 ) $ 213

Nine Months Ended September 30, 2017
(US$ in millions)
Derivatives,
Net

Readily
Marketable
Inventories

Trade Accounts
Receivable/
Payable, Net
Total
Balance, January 1, 2017 $ (51 ) $ 237
$ (44 ) $ 142
Total gains and losses (realized/unrealized) included in cost of goods sold (36 ) 95
9
68
Purchases 8
1,376
(460 ) 924
Sales —
(1,472 ) —
(1,472 )
Issuances (8 ) —
—
(8 )
Settlements 70
—
305
375
Transfers into Level 3 (8 ) 503
(59 ) 436
Transfers out of Level 3 22
(170 ) —
(148 )
Balance, September 30, 2017 $ (3 ) $ 569
$ (249 ) $ 317


1)	Readily marketable inventories, derivatives, net and trade accounts payable, include gains/(losses) of $37 million, $6 million and $5 million, respectively, that are attributable to the change in unrealized gains/(losses) relating to Level 3 assets and liabilities still held at March 31, 2019.


	Nine Months Ended September 30, 2016												Three Months Ended March 31, 2018
(US$ in millions)	Derivatives, Net			Readily Marketable Inventories			Trade Accounts Receivable/ Payable, Net			Total			Readily Marketable Inventories			Derivatives, Net			Trade Accounts Payable			Total
Balance, January 1, 2016	$	167		$	245		$	(44	)	$	368
Balance, January 1, 2018													$	365		$	2		$	(116	)	$	251
Total gains and losses (realized/unrealized) included in cost of goods sold(1)	(87		)	143			15			71			63			(3		)	10			70
Purchases	—			904			(220		)	684			613			9			(248		)	374
Sales	—			(1,022		)	—			(1,022		)	(279		)	—			—			(279		)
Issuances	(1		)	—			—			(1		)	—			(9		)	—			(9		)
Settlements	(110		)	—			195			85			—			8			40			48
Transfers into Level 3	(7		)	569			(59		)	503			124			(2		)	(3		)	119
Transfers out of Level 3	2			(547		)	70			(475		)	(26		)	—			—			(26		)
Balance, September 30, 2016	$	(36	)	$	292		$	(43	)	$	213
Balance, March 31, 2018													$	860		$	5		$	(317	)	$	548

~~The tables below summarize changes~~1) Readily marketable inventories, derivatives, net and trade accounts payable, includes gains/(losses) of $(3) million, $(12) million and $0 million, respectively, that are attributable to the change in unrealized ~~gains or~~ gains/(losses) ~~recorded in earnings during the three and nine months ended September 30, 2017 and 2016 for~~relating to Level 3 assets and liabilities ~~that were~~still held at ~~September 30, 2017 and 2016.~~

Three Months Ended
(US$ in millions)
Derivatives,
Net

Readily
Marketable
Inventories

Trade Accounts
Receivable and
Payable, Net
Total
Changes in unrealized gains and (losses) relating to assets and liabilities held at September 30, 2017

Cost of goods sold $ (2 ) $ 11
$ (3 ) $ 6
Changes in unrealized gains and (losses) relating to assets and liabilities held at September 30, 2016

Cost of goods sold $ (127 ) $ (12 ) $ 2
$ (137 )

Nine Months Ended
(US$ in millions)
Derivatives,
Net

Readily
Marketable
Inventories

Trade Accounts
Receivable and
Payable, Net
Total
Changes in unrealized gains and (losses) relating to assets and liabilities held at September 30, 2017

Cost of goods sold $ (6 ) $ (19 ) $ 3
$ (22 )
Changes in unrealized gains and (losses) relating to assets and liabilities held at September 30, 2016

Cost of goods sold $ 9
$ (26 ) $ 1
$ (16 )

~~Derivative Instruments~~

~~Interest rate derivatives~~ — Bunge may use various interest rate derivatives 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 condensed consolidated balance sheets with changes in fair value recorded in earnings. 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. No ineffectiveness is recognized on the hedging relationships, as they have been determined to be perfectly effective.

As of September 30, 2017, Bunge had several fixed-to-variable interest rate swap agreements that were designated as fair value hedges. Below is a summary of Bunge’s current interest rate swap agreements designated as fair value hedging instruments as of September 30, 2017.

Notional
Amount of
Hedged Obligation
Notional
Amount of
Derivative
Maturity Date
Payment
Weighted Average
Rate Payable
Fixed Rate
Receivable
$ 500
$ 500
November 24, 2020 3 month LIBOR plus 1.91% 3.50 %
€ 800
€ 800
June 16, 2023 6 month EURIBOR plus 1.64% 1.85 %
$ 550
$ 550
August 15, 2026 3 month LIBOR plus 1.12% 3.25 %

Bunge may also enter into various interest rate derivatives that do not qualify for hedge accounting and, therefore, Bunge has not designated these as hedging instruments for accounting purposes. These interest rate derivatives have been recorded at fair value in the condensed consolidated balance sheets with changes in fair value recorded in earnings. Below is a summary of Bunge's outstanding interest rate derivatives that do not qualify for hedge accounting.March 31, 2018.



	~~September 30, 2017~~
	~~Exchange Traded~~
	~~Net (Short)~~	~~Non-exchange Traded~~		~~Unit of~~
~~(US$ in millions)~~	~~& Long~~	~~(Short)~~	~~Long~~	~~Measure~~
~~Interest Rate~~

~~Swaps~~		—			~~(1,574~~	)		—			~~Notional~~
~~Forward Rate Agreements~~12.		—			~~(800~~	)		—			~~Notional~~DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Bunge uses derivative instruments to manage several market risks, such as interest rate, foreign currency rate, and commodity risk. Some of those hedges Bunge enter into qualify for hedge accounting in the financial statements (Hedge Accounting Derivatives) and some, while intended as economic hedges, do not qualify (Economic Hedge Derivatives). As these impact the financial statements in different ways, they are discussed separately below.

Hedge Accounting Derivatives - Bunge uses derivatives in qualifying hedge accounting relationships to manage certain of its interest rate and foreign currency risks. In executing these hedge strategies, Bunge primarily relies on the shortcut and critical terms match methods in designing its hedge accounting strategy, which results in little to no net earnings impact for these hedge relationships. Bunge monitors these relationships on a quarterly basis and will perform a quantitative analysis to validate the assertion that the hedges are highly effective if there are changes to the hedged item or hedging derivative.

Fair value hedges - These derivatives are used to hedge the effect of interest rate and currency exchange rate changes on certain long-term debt. Under hedge accounting, the derivative is measured at fair value and the carrying value of hedged debt is adjusted for the change in value related to the exposure being hedged, with both adjustments offset to earnings. In other words, the earnings effect of an increase in the fair value of the derivative will be substantially offset by the earnings effect of the increase in the carrying value of the hedged debt. The net impact of hedge accounting for interest rate swaps is recognized in Interest expense. For cross currency swaps the changes in currency risk on the derivative are recognized in Foreign exchange ~~derivatives~~gains (losses), and ~~hedging activities~~the changes in interest rate risk are recognized in Interest expense. Changes in basis risk are held in Accumulated other comprehensive income (loss) until realized through the coupon.

Cash flow hedges of currency risk - Bunge manages currency risk on certain forecasted purchases, sales, and selling, general and administrative expenses with currency forwards. The change in the value of the forward is classified in Accumulated other comprehensive income (loss) until the transaction affects earnings, at which time the change in value of the currency forward is reclassified to Net sales, Cost of goods sold or Selling, general and administrative expenses. These hedges mature at various times through November 2020. Of the amount currently in Accumulated other comprehensive income (loss), $0 million is expected to be reclassified to earnings in the next twelve months.

Net investment hedges - Bunge ~~may use a combination~~hedges the currency risk of various foreign exchange derivatives 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 investments in certain of its foreign ~~subsidiaries.~~

~~Foreign exchange~~subsidiaries with currency forwards and intercompany loans for which the currency risk is ~~also managed~~remeasured through ~~the use of foreign currency debt. Bunge has 800 million~~ ~~euro~~ ~~senior unsecured~~ ~~euro-denominated notes of which 697 million~~ ~~euro~~ ~~is designated and is 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~~Accumulated other comprehensive income (loss) ~~("OCI")~~.

~~Bunge assesses, both at~~ For currency forwards, the ~~inception~~forward method is used. The change in the value of the ~~hedge relationship and on an ongoing basis, whether~~forward is classified in Accumulated other comprehensive income (loss) until the derivatives that are used in hedge transactions are highly effective in offsetting changes in the hedged items. No ineffectiveness is recognized on the hedging relationships that have been determined to be perfectly effective.transaction affects earnings.

The table below ~~summarizes~~provides information about the balance sheet values of hedged items and the notional amount of derivatives used in hedging strategies. The notional amount of the derivative is the number of units of the underlying (for example, the notional principal amount of the debt in an interest rate swap). The notional amount is used to compute interest or

other payment streams to be made under the contract and is a measure of Bunge’s level of activity. Bunge discloses derivative notional amounts ~~of open foreign exchange positions.~~on a gross basis.

September 30, 2017
Exchange Traded
Net (Short) Non-exchange Traded Unit of
(US$ in millions) & Long (Short) Long Measure
Foreign Exchange

Options $ —
$ (368 ) $ 430
Delta
Forwards —
(10,824 ) 10,548
Notional
Futures (10 )

Notional
Swaps —
(552 ) 593
Notional



(US$ in millions)		March 31, 2019			December 31, 2018
Hedging instrument type:
Fair value hedges of interest rate risk
	Carrying value of hedged debt	$	2,238		$	2,229
	Cumulative adjustment to long-term debt from application of hedge accounting	$	(3	)	$	(29	)
	Interest rate swap - notional amount	$	2,249		$	2,266

Fair value hedges of currency risk
	Carrying value of hedged debt	$	311		$	312
	Cross currency swap - notional amount	$	312		$	313

Cash flow hedges of currency risk
	Foreign currency forward - notional amount	$	81		$	50

Net investment hedges
	Foreign currency forward - notional amount	$	1,503		$	1,888
	Carrying value of non-derivative hedging instrument	$	895		$	912

~~Commodity~~Economic Hedge Derivatives -In addition to using derivatives -in qualifying hedge relationships, Bunge ~~uses various commodity derivative instruments~~enters into derivatives to ~~manage~~economically hedge its exposure to ~~movements associated with agricultural commodity prices. Bunge generally uses exchange traded futures~~a variety of market risks it incurs in the normal course of operations.

Interest rate derivatives are used to hedge exposures to the Company's financial instrument portfolios and ~~options contracts to minimize the effects~~debt issuances. The impact of changes in fair value of these instruments is primarily presented in Interest expense.

Currency derivatives are used to hedge the ~~prices~~balance sheet and commercial exposures that arise from the Company's global operations. The impact of ~~agricultural commodities on its agricultural~~changes in fair value of these instruments is presented in Cost of goods sold when hedging commercial exposures and Foreign exchange gains (losses) when hedging monetary exposures.

Agricultural commodity ~~inventories~~derivatives are used primarily to manage the Company's inventory and forward purchase and sale contracts, but may also 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 its commodity contracts as accounting hedges. The forward contracts require performance of both Bunge and the contract counterparty in future periods.sales contracts. 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 impact of changes in fair value of these instruments is presented in Cost of goods sold.

~~The table below summarizes the volumes of open agricultural commodity derivative contracts.~~

September 30, 2017
Exchange Traded
Net (Short) Non-exchange Traded Unit of
& Long (Short) Long Measure
Agricultural Commodities

Futures 2,244,228
—
—
Metric Tons
Options 63,027
—
—
Metric Tons
Forwards —
(31,604,107 ) 22,381,787
Metric Tons
Swaps —
(6,483,877 ) 300,458
Metric Tons

~~Ocean freight derivatives~~ — Bunge ~~may use~~uses derivative instruments referred to as forward freight ~~forward~~ agreements ("FFA") and FFA options to hedge portions of its current and anticipated ocean freight costs. ~~Changes~~The impact of changes in ~~the~~ fair ~~values~~value of ~~ocean freight derivatives that are not designated as hedges are recorded~~these instruments is presented in ~~earnings. There were no designated accounting hedges at September 30, 2017 and December 31, 2016.~~Cost of goods sold.

~~The table below summarizes the open ocean freight positions.~~



	~~September 30, 2017~~
	~~Exchange Cleared~~
	~~Net (Short)~~		~~Non-exchange Cleared~~		~~Unit of~~
	~~& Long~~		~~(Short)~~	~~Long~~	~~Measure~~
~~Ocean Freight~~
~~FFA~~	~~(2,098~~	)	—	—	~~Hire Days~~
~~FFA Options~~	~~315~~		—	—	~~Hire Days~~

~~Energy derivatives~~ — Bunge ~~may use various~~uses energy derivative instruments to manage its exposure to volatility in energy costs. ~~Energy costs incurred in Bunge's operations include electricity,~~Hedges may be entered into for natural gas, electricity, coal and fuel oil, including bunker fuel. The impact of changes in fair value of these instruments is presented in Cost of goods sold.

The Company may also enter into other derivatives, including credit default swaps and equity derivatives to manage exposure to credit risk and broader macroeconomic risks, respectively. The impact of changes in fair value of these instruments is presented in Cost of goods sold.

The table below summarizes the ~~open~~volume of economic derivatives as of March 31, 2019 and December 31, 2018. For those contracts traded bilaterally through the over-the-counter markets (e.g., forwards, forward rate agreements ("FRA") and swaps), the gross position is provided. For exchange traded (e.g., futures, FFAs and options) and cleared positions (e.g., energy ~~positions.~~swaps), the net position is provided.



	~~September 30, 2017~~
	~~Exchange Traded / Cleared~~
	~~Net (Short)~~	~~Non-exchange Traded~~		~~Unit of~~
	~~& Long~~	~~(Short)~~	~~Long~~	~~Measure~~ ~~(1)~~
~~Natural Gas~~
~~Futures~~	~~4,553,161~~	—	—	~~MMBtus~~
~~Swaps~~	—	—	~~635,687~~	~~MMBtus~~
~~Energy—Other~~
~~Futures~~	~~351,786~~	—	—	~~Metric Tons~~
~~Forwards~~	—	—	~~6,048,869~~	~~Metric Tons~~
~~Swaps~~	~~227,600~~	—	—	~~Metric Tons~~


~~(1)~~	~~Million British Thermal Units ("MMBtus") are standard units of measurement used to denote an amount of natural gas.~~



	March 31,					December 31,
	2019					2018					Unit of Measure
(US$ in millions)	Long		(Short)			Long		(Short)			Unit of Measure
Interest rate
Swaps	$	6,822	$	(87	)	$	3,349	$	(111	)	$ Notional
Futures	$	3	$	—		$	—	$	—		$ Notional
FRAs	$	—	$	(258	)	$	139	$	(149	)	$ Notional
Currency
Forwards	$	11,604	$	(12,199	)	$	13,713	$	(13,701	)	$ Notional
Swaps	$	94	$	(144	)	$	127	$	(535	)	$ Notional
Futures	$	22	$	—		$	—	$	(16	)	$ Notional
Options	$	471	$	(533	)	$	869	$	(919	)	Delta
Agricultural commodities
Forwards	24,713,267		(29,186,825		)	25,523,840		(29,314,930		)	Metric Tons
Swaps	301,820		(8,173,465		)	—		(9,908,728		)	Metric Tons
Futures	5,053,778		—			4,136,525		—			Metric Tons
Options	—		(33,979		)	718,709		—			Metric Tons
Ocean freight
FFA	—		(89		)	—		(90		)	Hire Days
FFA options	148		—			302		—			Hire Days
Natural gas
Swaps	1,169,194		—			1,205,687		—			MMBtus
Futures	1,818,332		—			2,268,190		—			MMBtus
Energy - other
Forwards	5,534,290		—			5,536,290		—			Metric Tons
Futures	8,541		—			—		(29,367		)	Metric Tons
Swaps	185,400		—			188,800		—			Metric Tons
Other
Swaps and futures	$	205	$	(4,377	)	$	52	$	—		$ Notional

The Effect of ~~Financial~~Derivative Instruments and Hedge Accounting on the Condensed Consolidated Statements of Income

The table below summarizes the net effect of derivative instruments ~~that are designated as fair value hedges~~ and ~~the related hedged items, and also derivative instruments that are undesignated~~hedge accounting on the condensed consolidated statements of income for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016.~~2018.

Gain or (Loss) Recognized in
Income on Derivative Instruments
Nine Months Ended September 30,
(US$ in millions) Location 2017 2016
Designated Derivative Contracts:

Interest Rate Interest expense $ 11
$ 3
Total $ 11
$ 3
Undesignated Derivative Contracts:

Interest Rate Interest income (expense) $ —
$ (4 )
Foreign Exchange Foreign exchange gains (losses) 82
262
Foreign Exchange Cost of goods sold 62
646
Commodities Cost of goods sold 514
(531 )
Freight Cost of goods sold 4
(1 )
Energy Cost of goods sold (6 ) 12
Total $ 656
$ 384



		Gain (Loss) Recognized in Income on Derivative Instruments
		Three Months Ended March 31,
(US$ in millions)		2019			2018
Income statement classification	Type of derivative
Net sales
Hedge accounting	Foreign currency	$	1		$	—

Cost of goods sold
Hedge accounting	Foreign currency	$	—		$	—
Economic hedges	Foreign currency	75			(35		)
	Commodities	138			(260		)
	Other ⁽¹⁾	28			(7		)
Total Cost of goods sold		$	241		$	(302	)

Interest expense
Hedge accounting	Interest rate	$	(3	)	$	2
Economic hedges	Interest rate	(3		)	—
Total Interest expense		$	(6	)	$	2

Foreign exchange gains (losses)
Hedge accounting	Foreign currency	$	(1	)	$	3
Economic hedges	Foreign currency	38			(3		)
Total Foreign exchange gains (losses)		$	37		$	—

Other comprehensive income (loss)
Gains and losses on derivatives used as cash flow hedges of foreign currency risk included in other comprehensive income (loss) during the period		$	—		$	2
Gains and losses on derivatives used as net investment hedges included in other comprehensive income (loss) during the period		$	(38	)	$	19
Foreign currency gains and losses on intercompany loans used as net investment hedges included in other comprehensive income (loss) during the period		$	17		$	(17	)
Gains and losses on derivatives used as fair value hedges of foreign currency risk included in other comprehensive income (loss) during the period		$	(2	)	$	(1	)

Amounts released from accumulated other comprehensive income (loss) during the period
Cash flow hedge of foreign currency risk		$	1		$	3

~~The table below summarizes~~⁽¹⁾ Other includes the ~~effect of derivative instruments that are designated~~results from freight, energy and ~~qualify as cash flow and net investment hedges on the condensed consolidated statement of income for the nine months ended September 30, 2017.~~other derivatives.

Nine Months Ended September 30, 2017
Notional
Gain or
(Loss)
Recognized in
Accumulated

Gain or (Loss)
Reclassified from
Accumulated OCI into
Income (1)

Gain or (Loss) Recognized
in Income on Derivatives
(US$ in millions) Amount
OCI (1)
Location Amount Location
Amount (2)
Cash Flow Hedge:

Foreign exchange ⁽³⁾
$ 339
$ 15
Foreign exchange gains (losses) $ 27
Foreign exchange gains (losses) $ —
Total $ 339
$ 15
$ 27
$ —

Net Investment Hedge:

Foreign currency denominated debt (4)
$ 786
$ (101 ) Foreign currency denominated debt $ —
Foreign currency denominated debt $ —
Foreign exchange ⁽³⁾
516
(21 ) Foreign exchange gains (losses) —
Foreign exchange gains (losses) —
Total $ 1,302
$ (122 ) $ —
$ —


~~(1)~~	The gain (loss) recognized in OCI relates to the effective portion of the hedging relationship. At September 30, 2017, Bunge expects to reclassify into income in the next 12 months the full $15 million of after-tax gain (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 June 2018.~~


~~(4)~~	~~The~~ ~~euro-denominated loans mature in 2023.~~

The table below summarizes the effect of derivative instruments that are designated and qualify as cash flow and net investment hedges on the condensed consolidated statement of income for the nine months ended September 30, 2016.

Nine Months Ended September 30, 2016
Notional Gain or
(Loss)
Recognized in
Accumulated
Gain or (Loss)
Reclassified from
Accumulated OCI into
Income (1)

Gain or (Loss) Recognized
in Income on Derivatives
(US$ in millions) Amount
OCI (1)
Location Amount Location
Amount (2)
Cash Flow Hedge:

Foreign exchange (3)
$ 166
$ 43
Foreign exchange gains (losses) $ 13
Foreign exchange gains (losses) $ —
Total $ 166
$ 43
$ 13
$ —

Net Investment Hedge:

Foreign currency denominated debt (4)
$ 663
$ 1
Foreign currency denominated debt $ —
Foreign currency denominated debt $ —
Foreign exchange (3)
653
(384 ) Foreign exchange gains (losses) —
Foreign exchange gains (losses) —
Total $ 1,316
$ (383 ) $ —
$ —


~~(1)~~	The gain or (loss) recognized in OCI relates to the effective portion of the hedging relationship. At September 30, 2016, Bunge expected to reclassify into income in the next 12 months approximately $31 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 relating to amounts excluded from the assessment of hedge effectiveness.~~


~~(3)~~	~~The foreign exchange contracts mature at various dates through 2018.~~


~~(4)~~	~~The~~ ~~euro-denominated loans mature in 2023.~~


~~12.~~13.	DEBT

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. The cost of borrowing under the Liquidity Facility would typically be higher than the cost of issuing under Bunge’s commercial paper program. At ~~September 30, 2017,~~March 31, 2019, there were no$596 million of borrowings outstanding under the commercial paper program and no borrowings under the Liquidity Facility.

In connection with Bunge entering into a definitive agreement to acquire a 70% ownership interest in IOI Loders Croklaan from IOI Corporation Berhad (the “Loders Acquisition”), on September 12, 2017, Bunge entered into an unsecured $900 million term loan agreement. Following the completion of the offering of senior notes described below, on and effective as of September 25, 2017, Bunge terminated the loan agreement. No funds had been drawn under the loan agreement as of the date of termination.

September 25, 2017, Bunge completed the sale and issuance of $400 million aggregate principal amount of 3.00% unsecured senior notes due September 25, 2022, and $600 million aggregate principal amount of 3.75% unsecured senior notes due September 25, 2027. The senior notes are fully and unconditionally guaranteed by Bunge Limited. The offering was made pursuant to a registration statement filed with the U.S. Securities and Exchange Commission. Interest on the senior notes is payable semi-annually in arrears in March and September of each year, commencing on March 25, 2018. The net proceeds of the offering were approximately $989 million after deducting underwriting commissions and offering expenses. Bunge intends to use the net proceeds from this offering to fund the purchase price for the Loders Acquisition. Pending the closing of the Loders Acquisition, the net proceeds from the offering were used to repay outstanding indebtedness of Bunge.

On September 6, 2017, Bunge entered into an amendment agreement to its unsecured $865 million Amended and Restated Credit Agreement, dated as of June 17, 2014 (the “Credit Agreement”). The amendment agreement extends the maturity date of the Credit Agreement to September 6, 2022. The amendment agreement also lowers the range of margin

~~applicable~~In addition to ~~Bunge’s borrowings under the Credit Agreement. Borrowings under the Credit Agreement will bear interest at LIBOR plus a margin, which will vary~~committed facilities, from ~~1.00%~~time to ~~1.75% per annum,~~time, Bunge Limited and/or its financing subsidiaries enter into uncommitted bilateral short-term credit lines as necessary based on its financing requirements. At March 31, 2019, there was $275 million outstanding under these bilateral short-term credit lines. Loans under such credit lines are non-callable by the respective lenders. In addition, Bunge's operating companies had $862 million in short-term borrowings outstanding under local bank lines of credit ~~ratings of Bunge's senior long-term unsecured debt. Amounts under the Credit Agreement that remain undrawn are subject~~at March 31, 2019 to a commitment fee payable quarterly based on the average undrawn portion of the Credit Agreement at rates ranging from 0.125% to 0.275%, based on the credit ratings of Bunge’s senior long-term unsecured debt.support working capital requirements.

At March 31, 2019, Bunge had ~~$75 million of borrowings outstanding at September 30, 2017 under the Credit Agreement.~~

~~At September 30, 2017, Bunge had $4,740~~$4,319 million of unused and available borrowing capacity under its committed credit facilities totaling $5,015 million with a number of lending institutions.

The fair value of Bunge’s long-term debt is based on interest rates currently available on comparable maturities to companies with credit standing similar to that of Bunge. The carrying amounts and fair value of long-term debt are as follows:


	September 30, 2017				December 31, 2016				March 31, 2019				December 31, 2018
(US$ in millions)	Carrying Value		Fair Value (Level 2)		Carrying Value		Fair Value (Level 2)		Carrying Value		Fair Value (Level 2)		Carrying Value		Fair Value (Level 2)
Long-term debt, including current portion	$	4,533	$	4,714	$	4,007	$	4,163	$	4,235	$	4,251	$	4,622	$	4,584


~~13.~~14.	TRADE RECEIVABLES SECURITIZATION PROGRAM

Bunge and certain of its subsidiaries participate in a ~~$700 million~~ trade receivables securitization program (the “Program”) with a financial institution, as administrative agent, and certain commercial paper conduit purchasers and committed purchasers that provides for funding of ~~up to $700 million against~~ receivables sold into the Program. On February 19, 2019, Bunge exercised a portion of the $300 million accordion feature under the Program to increase the aggregate size of the facility by $100 million from $700 million to an aggregate of $800 million.



(US$ in millions)	March 31, 2019		December 31, 2018
Receivables sold which were derecognized from Bunge's balance sheet	$	769	$	826
Deferred purchase price included in other current assets	$	97	$	128

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.


	Nine Months Ended September 30,				Three Months Ended March 31,
(US$ in millions)	2017		2016		2019		2018
Gross receivables sold	$	7,074	$	6,624	$	2,258	$	2,322
Proceeds received in cash related to transfer of receivables	$	6,811	$	6,439	$	2,101	$	2,164
Cash collections from customers on receivables previously sold	$	6,827	$	6,461	$	1,875	$	2,414
Discounts related to gross receivables sold included in SG&A	$	6	$	4	$	4	$	3

(US$ in millions)	September 30, 2017		December 31, 2016
Receivables sold which were derecognized on Bunge balance sheet	$	738	$	628
Deferred purchase price included in other current assets	$	123	$	87

Non-cash activity for the program in the reporting period is represented by the difference between gross receivables sold and cash collections from customers on receivables previously sold.


~~14.~~15.	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 ~~$24~~$20 million at ~~September 30, 2017,~~March 31, 2019, which matures in June 2019, with interest based on ~~80% of~~ CDI, the average ~~one‑day~~overnight interbank ~~deposit~~loan rate in Brazil.

Bunge holds a note receivable from ~~Solazyme~~ Bunge ~~Renewable Oils Cooperatief U.A.,~~SCF Grain LLC, a ~~49.9%~~50% equity method investment in ~~Brazil, having~~the U.S., with a carrying value of $9$7 million at ~~September 30, 2017,~~March 31, 2019, which matures ~~in January 2018,~~on March 31, 2023, with an interest rate based on ~~100% of CDI, the average one-day interbank deposit rate in Brazil.~~LIBOR.

In addition, Bunge held notes receivables from other related parties totaling $3 million at ~~September 30, 2017.~~March 31, 2019.

Notes payable - Bunge holds a note payable with ~~its affiliate~~ Bunge SCF Grain LLC ~~a 50% equity method investment,~~ with a carrying value of $9$18 million at ~~September 30, 2017.~~March 31, 2019. This note matures on March 31, ~~2019~~2023 with ana variable interest rate ~~based on LIBOR and is included in other long‑term liabilities in Bunge’s condensed consolidated balance sheet.~~of 2.49%.

Other - Bunge purchased soybeans, and other agricultural commodity products ~~and received port services~~ from certain of its unconsolidated investees and other related parties totaling ~~$182~~$354 million and ~~$255~~$271 million for the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016, respectively, and $682 million and $724 million for the nine months ended September 30, 2017 and 2016,~~2018, respectively. Bunge also sold soybeans and other agricultural commodity products ~~and provided port services~~ to certain of its unconsolidated investees and other related parties totaling

~~$76~~ $110 million and ~~$89~~$94 million for the three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, res~~pectively,~~pectively. In addition, Bunge receives services from and ~~$387~~provides services to its unconsolidated investees, including tolling, port services, administrative support, and other services. During the three months ended March 31, 2019 and 2018, Bunge received services totaling $24 million and ~~$218~~$25 million, ~~for~~respectively, and provided services of $4 million and $3 million, respectively. Bunge believes all transaction values to be similar to those that would be conducted with third parties.

At March 31, 2019 and December 31, 2018, Bunge had approximately $26 million and $28 million of receivables from these related parties included in trade accounts receivable in the ~~nine months ended September 30, 2017~~condensed consolidated balance sheets as of those dates. In addition, at March 31, 2019 and ~~2016, re~~s~~pectively.~~December 31, 2018, Bunge had approximately $58 million and $26 million of payables to these related parties included in trade accounts payable in the condensed consolidated balance sheets as of those dates.

~~15.~~

16. 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. Bunge is also involved from time to time in various contract, antitrust, environmental litigation and remediation and other litigation, claims, government investigations and legal proceedings. 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 condensed consolidated balance sheets. Included in other non-current liabilities at ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016~~2018 are the following amounts related to these matters:


(US$ in millions)	September 30, 2017		December 31, 2016		March 31, 2019		December 31, 2018
Non-income tax claims	$	176	$	170	$	92	$	94
Labor claims	96		82		76		78
Civil and other claims	94		98		94		95
Total	$	366	$	350	$	262	$	267

Brazil Indirect Taxes

Non-income tax claims - These tax claims relate principally to claims against Bunge’s Brazilian subsidiaries, primarily ~~value added~~value-added tax claims (ICMS, ISS, IPI and 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. In August 2017, Complementary Law 160/2017 (“LC 160/2017”) was published, authorizing the states, through an agreement to be reached within the framework of CONFAZ (National Council of Fiscal Policy), to grant amnesty for tax debts arising from existing tax benefits granted without previous CONFAZ authorization and to maintain such existing benefits still in force for up to 15 years. In December 2017, Interstate Agreement ICMS 190/2017 was published to regulate Complementary Law 160/2017, which endorsed the past incentives granted by the Brazilian states of CONFAZ. Bunge has not received any tax assessment from the states that granted these incentives or benefits related to their validity and, based on Bunge's evaluation of this matter as required by U.S. GAAP, no liability has been recorded in the condensed 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, ~~and~~ 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 in 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 in the fourth quarter of ~~468 million Brazilian~~ ~~reais~~ ~~(approximately $177 million), plus applicable interest, as of December 31,~~ 2014. Since 2015, Bunge settled a portion of its

outstanding liabilities in amnesty programs in certain Brazilian states. In the fourth quarter of 2018, Bunge participated in an amnesty program in the Brazilian state of Rio Grande do Sul, which resulted in a discounted settlement of certain cases. As of ~~September 30, 2017,~~March 31, 2019, the ~~accrued~~ liability was ~~407~~reduced to 243 million Brazilian reais (approximately ~~$128~~$63 million)~~, plus applicable interest.~~.

As of ~~September 30, 2017,~~March 31, 2019, the Brazilian federal and state authorities have concluded examinations of the ICMS ~~tax returns from 1990 to the present~~ and ~~have issued over 1,300 assessments to Bunge totaling approximately 1,060 million Brazilian~~ ~~reais~~ (approximately $335 million as of September 30, 2017), plus applicable interest and penalties on the outstanding amount. As of December 31, 2016, the claims were approximately 797 million Brazilian ~~reais~~ (approximately $252 million), plus applicable interest and penalties. 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.

~~As of September 30, 2017 the Brazilian authorities have concluded examinations of the~~ PIS COFINS tax returns and have issued ~~assessments to Bunge relating to years 2004 through 2011. As of September 30, 2017,~~ the ~~cumulative~~outstanding claims ~~for 2004 through 2011 were approximately 550 million Brazilian~~ ~~reais~~ ~~(approximately $174 million), plus~~(including applicable interest and ~~penalties. As of December 31, 2016, the cumulative claims were approximately 510 million Brazilian~~ ~~reais~~ ~~(approximately $161 million), plus applicable interest and penalties. Management, in consultation with external legal advisors, has established appropriate reserves for potential exposures.~~penalties) as of:



(US$ in millions)	Years Examined	March 31, 2019		December 31, 2018
ICMS	1990 to Present	$	264	$	264
PIS/COFINS	2004 through 2015	$	230	$	231

Argentina Export Tax

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, ~~Bunge~~the Company has been subject to a number

of assessments, proceedings, and claims related to its activities. InDuring 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 ~~September 30, 2017,~~March 31, 2019, totaled approximately ~~$255~~$301 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 ("CADE") 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. Additionally, in the second quarter of 2018, Bunge received a notification from CADE that it has extended the scope of an existing administrative proceeding relating to alleged anticompetitive practices in the Rio Grande port in Brazil to include certain of Bunge's Brazilian subsidiaries and certain former employees of those subsidiaries. Bunge is defending against ~~this action;~~these actions; 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.

Guarantees — Bunge has issued or was a party to the following guarantees at ~~September 30, 2017:~~March 31, 2019:


(US$ in millions)	Maximum Potential Future Payments		Maximum Potential Future Payments
Unconsolidated affiliates financing (1) (2)	$	169
Unconsolidated affiliates guarantee (1) (2)			$	310
Residual value guarantee (3)	227		264
Total	$	396	$	574

(1)

Bunge has issued guarantees to certain financial institutions related to debt of certain of its unconsolidated affiliates. The terms of the guarantees are equal to the terms of the related financings which have maturity dates ~~in 2017~~ through ~~2022.~~2034. There are no recourse provisions or collateral that would enable Bunge to recover any amounts paid under these guarantees. ~~At September 30, 2017,~~In addition, a Bunge subsidiary has guaranteed the obligations of two of its affiliates and in connection therewith has secured its guarantee obligations through a pledge of one of its affiliate's shares plus loans receivable from the affiliate to the financial institutions in the event that the guaranteed obligations are enforced. Based on the amounts drawn under such debt facilities at March 31, 2019, Bunge's potential liability was $147 million and it has recorded noa $19 million obligation related to these guarantees.

(2)

Bunge has issued guarantees to certain third parties related to performance of its unconsolidated affiliates. The terms of the guarantees are equal to the completion date of a port terminal which is expected to be completed in 2020. There are no recourse provisions or collateral that would enable Bunge to recover any amounts paid under these guarantees. ~~At September 30, 2017, Bunge recorded no obligation related to these guarantees.~~

At March 31, 2019, Bunge's maximum potential future payments under these guarantees was $64 million, and no obligation has been recorded related to these guarantees.

(3)

Bunge has 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~~2019 through ~~2021.~~2024. At ~~September 30, 2017, Bunge’s~~March 31, 2019, no obligation has been recorded ~~obligation~~ related to these ~~guarantees was $3 million.~~guarantees. Any obligation recorded would be recognized in Current operating lease obligations or Non-current operating lease obligations (see Note 4, Leases).

Bunge Limited has provided a guarantee 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 100% owned subsidiaries. ~~As of September 30, 2017,~~At March 31, 2019, Bunge’s condensed consolidated balance sheet includes debt with a carrying amount of ~~$5,229~~$5,302 million related to these guarantees. This debt includes the senior notes issued by two of Bunge’s 100% owned finance subsidiaries, Bunge Limited Finance Corp. and Bunge Finance Europe, B.V. There are largely no restrictions on the ability of Bunge Limited Finance Corp. and Bunge Finance Europe B.V. or any other Bunge subsidiary to transfer funds to Bunge Limited.

17. REDEEMABLE NONCONTROLLING INTEREST

In connection with the acquisition of a 70% ownership interest in IOI Loders Croklaan ("Loders"), the Company has entered into a put/call arrangement with the Loders minority shareholder and may be required or elect to purchase the additional 30% ownership interest in Loders within a specified time frame.

The Company classifies these redeemable equity securities outside of permanent stockholders’ equity as the equity securities are redeemable at the option of the holder. The carrying amount of redeemable noncontrolling interests is the greater of: (i) the initial carrying amount, increased or decreased for the noncontrolling interests’ share of net income or loss, equity capital contributions and distributions or (ii) the redemption value. Any resulting increases in the redemption amount, in excess of the initial carrying amount, increased or decreased for the noncontrolling interests’ share of net income or loss and distributions, are affected by corresponding charges against retained earnings. Additionally, any such charges to retained earnings will affect net income (loss) available to Bunge common shareholders as part of Bunge's calculation of earnings per common share.


~~16.~~18.	EQUITY

~~Share repurchase program -~~ In May 2015, Bunge established a 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 quarter and nine months ended September 30, 2017. Bunge repurchased 3,296,230 common shares in 2016

~~under this program for $200 million. Total repurchases under the program from its inception were 4,707,440 shares for $300 million.~~

~~Pension liability adjustment~~ - On September 19, 2017, Bunge approved changes to certain U.S. defined benefit pension plans (“Plans”). The changes were announced on September 26, 2017 to all U.S. employees of Bunge. These changes will freeze the Plans for future benefit accruals effective January 1, 2023, and these Plans will be closed for participation for employees hired on or after January 1, 2018. As a result, Bunge recognized a curtailment gain associated with the Plans’ freeze and as such, the projected benefit obligations for these Plans were remeasured as of September 30, 2017. At September 30, 2017, a $31 million pension curtailment gain and $18 million remeasurement loss were recognized and recorded in OCI.

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.~~Bunge:

(US$ in millions)
Foreign Exchange
Translation
Adjustment

Deferred
Gains (Losses)
on Hedging
Activities

Pension and Other
Postretirement
Liability
Adjustments

Unrealized
Gains (Losses)
on
Investments

Accumulated
Other
Comprehensive
Income (Loss)
Balance, July 1, 2017 $ (5,618 ) $ (192 ) $ (145 ) $ 4
$ (5,951 )
Other comprehensive income (loss) before reclassifications 329
(37 ) 9
—
301
Amount reclassified from accumulated other comprehensive income —
(8 ) —
(4 ) (12 )
Balance, September 30, 2017 $ (5,289 ) $ (237 ) $ (136 ) $ —
$ (5,662 )

(US$ in millions) Foreign Exchange
Translation
Adjustment Deferred
Gains (Losses)
on Hedging
Activities Pension and Other
Postretirement
Liability
Adjustments Unrealized
Gains (Losses)
on
Investments Accumulated
Other
Comprehensive
Income (Loss)
Balance, July 1, 2016 $ (5,462 ) $ (125 ) $ (134 ) $ 3
$ (5,718 )
Other comprehensive income (loss) before reclassifications (95 ) —
1
—
(94 )
Amount reclassified from accumulated other comprehensive income —
(13 ) —
—
(13 )
Balance, September 30, 2016 $ (5,557 ) $ (138 ) $ (133 ) $ 3
$ (5,825 )

(US$ in millions) Foreign Exchange
Translation
Adjustment Deferred
Gains (Losses)
on Hedging
Activities Pension and Other
Postretirement
Liability
Adjustments Unrealized
Gains (Losses)
on
Investments Accumulated
Other
Comprehensive
Income (Loss)
Balance, January 1, 2017 $ (5,734 ) $ (102 ) $ (145 ) $ 3
$ (5,978 )
Other comprehensive income (loss) before reclassifications 445
(108 ) 9
1
347
Amount reclassified from accumulated other comprehensive income —
(27 ) —
(4 ) (31 )
Balance, September 30, 2017 $ (5,289 ) $ (237 ) $ (136 ) $ —
$ (5,662 )

(US$ in millions) Foreign Exchange
Translation
Adjustment Deferred
Gains (Losses)
on Hedging
Activities Pension and Other
Postretirement
Liability
Adjustments Unrealized
Gains (Losses)
on
Investments Accumulated
Other
Comprehensive
Income (Loss)
Balance, January 1, 2016 $ (6,443 ) $ 214
$ (134 ) $ 3
$ (6,360 )
Other comprehensive income (loss) before reclassifications 886
(339 ) 1
—
548
Amount reclassified from accumulated other comprehensive income —
(13 ) —
—
(13 )
Balance, September 30, 2016 $ (5,557 ) $ (138 ) $ (133 ) $ 3
$ (5,825 )



~~17.~~	~~EARNINGS PER COMMON SHARE~~



(US$ in millions)	Foreign Exchange Translation Adjustment			Deferred Gains (Losses) on Hedging Activities			Pension and Other Postretirement Liability Adjustments			Accumulated Other Comprehensive Income (Loss)
Balance, January 1, 2019	$	(6,637	)	$	(145	)	$	(153	)	$	(6,935	)
Other comprehensive income (loss) before reclassifications	(20		)	(23		)	—			(43		)
Amount reclassified from accumulated other comprehensive income (loss)	—			(1		)	(21		)	(22		)
Balance, March 31, 2019	$	(6,657	)	$	(169	)	$	(174	)	$	(7,000	)



(US$ in millions)	Foreign Exchange Translation Adjustment			Deferred Gains (Losses) on Hedging Activities			Pension and Other Postretirement Liability Adjustments			Unrealized Gains (Losses) on Investments			Accumulated Other Comprehensive Income (Loss)
Balance, January 1, 2018	$	(5,547	)	$	(244	)	$	(140	)	$	1		$	(5,930	)
Other comprehensive income (loss) before reclassifications	(15		)	3			(1		)	—			(13		)
Amount reclassified from accumulated other comprehensive income (loss)	—			(3		)	—			(1		)	(4		)
Balance, March 31, 2018	$	(5,562	)	$	(244	)	$	(141	)	$	—		$	(5,947	)

19. EARNINGS PER COMMON SHARE

The following table sets forth the computation of basic and diluted earnings per common share.


	Three Months Ended September 30,						Nine Months Ended September 30,							Three Months Ended March 31,
(US$ in millions, except for share data)	2017			2016			2017			2016				2019			2018
Income (loss) from continuing operations	$	92		$	125		$	227		$	490			$	50		$	(17	)
Net (income) loss attributable to noncontrolling interests	—			(12		)	(7		)	(8		)
Net (income) loss attributable to noncontrolling interests and redeemable noncontrolling interests														(5		)	(2		)
Income (loss) from continuing operations attributable to Bunge	92			113			220			482				45			(19		)
Other redeemable obligations (1)	—			6			—			(2		)
Convertible preference share dividends	(8		)	(8		)	(25		)	(25		)		(8		)	(8		)
Income (loss) from discontinued operations, net of tax	—			5			—			(8		)		—			(2		)
Net income (loss) available to Bunge common shareholders	$	84		$	116		$	195		$	447
Net income (loss) available to Bunge common shareholders - Basic														37			(29		)
Add back convertible preference share dividends														—			—
Net income (loss) available to Bunge common shareholders - Diluted														$	37		$	(29	)

Weighted-average number of common shares outstanding:													Weighted-average number of common shares outstanding:
Basic	140,601,605			139,444,320			140,276,421			139,969,200				141,205,004			140,736,907
Effect of dilutive shares:
—stock options and awards	954,694			483,525			1,008,169			341,890
—convertible preference shares	—			—			—			7,909,470
Diluted (2)	141,556,299			139,927,845			141,284,590			148,220,560
—stock options and awards ⁽¹⁾														353,766			—
—convertible preference shares ⁽²⁾														—			—
Diluted														141,558,770			140,736,907

Basic earnings per common share:
Net income (loss) from continuing operations	$	0.59		$	0.80		$	1.39		$	3.25			$	0.26		$	(0.20	)
Net income (loss) from discontinued operations	—			0.03			(0.01		)	(0.06		)		—			(0.01		)
Net income (loss) attributable to Bunge common shareholders—basic	$	0.59		$	0.83		$	1.38		$	3.19			$	0.26		$	(0.21	)

Diluted earnings per common share:
Net income (loss) from continuing operations	$	0.59		$	0.79		$	1.38		$	3.24			$	0.26		$	(0.20	)
Net income (loss) from discontinued operations	—			0.04			(0.01		)	(0.05		)		—			(0.01		)
Net income (loss) attributable to Bunge common shareholders—diluted	$	0.59		$	0.83		$	1.37		$	3.19			$	0.26		$	(0.21	)

(1)

~~Accretion of redeemable noncontrolling interest of $6~~The weighted-average common shares outstanding-diluted excludes approximately 5 million ~~gain~~ and $27 million loss for the three and nine months ended September 30, 2016, respectively, related to a non-fair value variable put arrangement whereby the noncontrolling interest holder could require Bunge to purchase the remaining shares of an oilseed processing operation in Central and Eastern Europe. Accretion for the respective periods include the effect of losses incurred by the operations for the three and nine months ended September 30, 2016. In the second quarter of 2016, Bunge exercised its call option. This transaction concluded in September 2016.


~~(2)~~	~~Approximately 3 million outstanding~~ stock options and contingently issuable restricted stock units, which were not dilutive and not included in the ~~weighted-average number~~computation of ~~common shares outstanding~~earnings per share for the three ~~and nine~~ months ended ~~September 30, 2017. Approximately~~March 31, 2019 and 2018, respectively.

(2)

Weighted-average common shares outstanding-diluted for the three months ended March 31, 2019 and 2018 excludes approximately 8 million and 8 million, respectively, 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 common shares outstanding for the three and nine months ended September 30, 2017.~~

~~Approximately 4 million outstanding stock options and contingently issuable restricted stock units~~

conversion of the convertible preference shares that were not dilutive and not included in the weighted-average number of common shares, ~~outstanding for the three and nine months ended September 30, 2016. 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 common shares outstanding for the three months ended September 30, 2016.~~respectively.


~~18.~~20.	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 trading and 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~~The Fertilizer segment ~~include~~includes 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 valued at market. The segment revenues generated from these transfers are shown in the following table as “Inter-segment ~~revenues”.~~revenues.”



	Three Months Ended September 30, 2017																					Three Months Ended March 31, 2019
(US$ in millions)	Agribusiness			Edible Oil Products			Milling Products			Sugar and Bioenergy			Fertilizer			Discontinued Operations & Unallocated (1)			Total			Agribusiness			Edible Oil Products			Milling Products			Sugar and Bioenergy			Fertilizer			Unallocated (1)			Total
Net sales to external customers	$	7,720		$	2,027		$	397		$	1,158		$	121		$	—		$	11,423		$	6,919		$	2,239		$	426		$	285		$	69		$	—		$	9,938
Inter–segment revenues	1,097			40			—			19			3			(1,159		)	—			1,168			32			—			—			1			(1,201		)	—
Foreign exchange gains (losses)	1			—			—			1			(1		)	—			1			(8		)	2			2			(3		)	—			—			(7		)
Noncontrolling interests⁽¹⁾	2			(2		)	—			—			(1		)	1			—			2			(6		)	—			(1		)	—			—			(5		)
Other income (expense) – net	24			(2		)	(1		)	4			—			—			25			32			1			(1		)	—			(1		)	—			31
Segment EBIT⁽²⁾	103			34			23			10			5			—			175			109			48			17			(24		)	1			—			151
Discontinued operations⁽³⁾	—			—			—			—			—			—			—
Depreciation, depletion and amortization	(69		)	(27		)	(16		)	(51		)	(3		)	—			(166		)	(63		)	(40		)	(14		)	(20		)	(2		)	—			(139		)
Total assets	$	13,286		$	2,508		$	1,542		$	2,670		$	357		$	189		$	20,552		12,681			3,990			1,528			1,843			333			160			20,535

Three Months Ended September 30, 2016
(US$ in millions) Agribusiness Edible
Oil
Products Milling
Products Sugar and
Bioenergy Fertilizer
Discontinued
Operations &
Unallocated (1)
Total
Net sales to external customers $ 8,063
$ 1,727
$ 430
$ 1,074
$ 129
$ —
$ 11,423
Inter–segment revenues 972
29
—
8
—
(1,009 ) —
Foreign exchange gains (losses) (7 ) —
—
2
(1 ) —
(6 )
Noncontrolling interests⁽¹⁾
(13 ) (2 ) —
—
(2 ) 5
(12 )
Other income (expense) – net 11
(3 ) (1 ) (4 ) 1
—
4
Segment EBIT⁽²⁾
83
34
52
35
9
—
213
Discontinued operations⁽³⁾
—
—
—
—
—
5
5
Depreciation, depletion and amortization (61 ) (24 ) (16 ) (45 ) (3 ) —
(149 )
Total assets $ 12,396
$ 2,030
$ 1,508
$ 3,532
$ 352
$ 227
$ 20,045

Nine Months Ended September 30, 2017
(US$ in millions) Agribusiness Edible
Oil
Products Milling
Products Sugar and
Bioenergy Fertilizer
Discontinued
Operations &
Unallocated (1)
Total
Net sales to external customers $ 23,837
$ 5,877
$ 1,169
$ 3,052
$ 254
$ —
$ 34,189
Inter—segment revenues 3,136
111
5
19
3
(3,274 ) —
Foreign exchange gains (losses) 93
4
(1 ) 10
2
—
108
Noncontrolling interests⁽¹⁾
(3 ) (5 ) —
—
(2 ) 3
(7 )
Other income (expense) – net 28
(1 ) (2 ) (1 ) —
—
24
Segment EBIT⁽²⁾
230
98
48
1
4
—
381
Discontinued operations⁽³⁾
—
—
—
—
—
—
—
Depreciation, depletion and amortization (196 ) (77 ) (46 ) (120 ) (9 ) —
(448 )
Total assets $ 13,286
$ 2,508
$ 1,542
$ 2,670
$ 357
$ 189
$ 20,552



	Nine Months Ended September 30, 2016																					Three Months Ended March 31, 2018
(US$ in millions)	Agribusiness			Edible Oil Products			Milling Products			Sugar and Bioenergy			Fertilizer			Discontinued Operations & Unallocated (1)			Total			Agribusiness			Edible Oil Products			Milling Products			Sugar and Bioenergy			Fertilizer			Discontinued Operations & Unallocated (1)			Total
Net sales to external customers	$	21,870		$	4,958		$	1,243		$	2,541		$	268		$	—		$	30,880		$	7,462		$	2,149		$	409		$	563		$	58		$	—		$	10,641
Inter–segment revenues	2,822			80			1			10			—			(2,913		)	—			1,066			37			—			18			—			(1,121		)	—
Foreign exchange gains (losses)	13			(2		)	(5		)	5			(2		)	—			9			—			(1		)	2			1			(2		)	—			—
Noncontrolling interests⁽¹⁾	(13		)	(5		)	—			—			(2		)	12			(8		)	—			(3		)	—			1			(1		)	1			(2		)
Other income (expense) – net	5			(4		)	(3		)	(13		)	1			—			(14		)	24			(3		)	—			2			1			—			24
Segment EBIT⁽²⁾	533			66			107			21			13			—			740			42			28			17			(24		)	(2		)	—			61
Discontinued operations⁽³⁾	—			—			—			—			—			(8		)	(8		)	—			—			—			—			—			(2		)	(2		)
Depreciation, depletion and amortization	(174		)	(69		)	(47		)	(103		)	(9		)	—			(402		)	(67		)	(32		)	(15		)	(26		)	(2		)	—			(142		)
Total assets	$	12,396		$	2,030		$	1,508		$	3,532		$	352		$	227		$	20,045		14,531			4,346			1,608			2,124			297			178			23,084


(1)	Includes noncontrolling interests share of interest and tax to reconcile to consolidated noncontrolling interest.

(2)

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, total segment EBIT is a financial measure that is widely used by analysts and investors in Bunge’s industry. However, total segment EBIT is a non-GAAP financial measure and is not intended to replace net income (loss) attributable to Bunge, the most directly comparable U.S. GAAP financial measure. Further, total segment EBIT is not a measure of consolidated operating results under ~~U.S.GAAP~~U.S. GAAP and should not be considered as an alternative to net income (loss) or any other measure of consolidated operating results under U.S. GAAP. See the reconciliation of total segment EBIT to net income (loss) in the table below.


(3)	Represents net income (loss) from discontinued operations.

A reconciliation of total Segment EBIT to net income (loss) attributable to Bunge follows:


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
(US$ in millions)	2017			2016			2017			2016			2019			2018
Total Segment EBIT from continuing operations	$	175		$	213		$	381		$	740		$	151		$	61
Interest income	9			13			29			37			7			8
Interest expense	(64		)	(73		)	(191		)	(189		)	(75		)	(70		)
Income tax (expense) benefit	(29		)	(45		)	(2		)	(118		)	(38		)	(19		)
Income (loss) from discontinued operations, net of tax	—			5			—			(8		)	—			(2		)
Noncontrolling interests' share of interest and tax	1			5			3			12			—			1
Net income (loss) attributable to Bunge	$	92		$	118		$	220		$	474		$	45		$	(21	)

The Company’s revenue comprises sales from commodity contracts that are accounted for under ASC 815, Derivatives and Hedging (ASC 815)and sales of other products and services that are accounted for under ASC 606, Revenue from Contracts with Customers (ASC 606). The following tables provide a disaggregation of net sales to external customers between sales from contracts with customers and sales from other arrangements:



	Three Months Ended March 31, 2019
(US$ in millions)	Agribusiness		Edible Oil Products		Milling Products		Sugar and Bioenergy		Fertilizer		Total
Sales from other arrangements	6,717		459		15		205		—		7,396
Sales from contracts with customers	$	202	$	1,780	$	411	$	80	$	69	$	2,542
Net sales to external customers	6,919		2,239		426		285		69		9,938



	Three Months Ended March 31, 2018
(US$ in millions)	Agribusiness		Edible Oil Products		Milling Products		Sugar and Bioenergy		Fertilizer		Total
Sales from other arrangements	7,138		423		12		451		—		8,024
Sales from contracts with customers	$	324	$	1,726	$	397	$	112	$	58	$	2,617
Net sales to external customers	7,462		2,149		409		563		58		10,641

Cautionary Statement Regarding Forward Looking Statements

This report contains both historical and forward looking statements. All statements, other than statements of historical fact are, or may be deemed to be, forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). These forward looking statements are not based on historical facts, but rather reflect our current expectations and projections about our future results, performance, prospects and opportunities. 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 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. The following important factors, among others, could ~~affect our business and financial performance,~~cause actual results to differ from these forward-looking statements: industry conditions, including fluctuations in supply, demand and prices for agricultural commodities and other raw materials and products used in our business, fluctuations in energy and freight ~~costs and~~costs; competitive developments in our industries; the effects of weather conditions and the outbreak of crop and animal disease on our business; global and regional economic, agricultural, ~~economic,~~ financial and commodities market, political, social and health conditions; the outcome of pending regulatory and legal proceedings; our ability to complete, integrate and benefit from acquisitions, dispositions, 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; changes in government policies, laws and regulations affecting our business, including agricultural and trade policies and environmental, tax ~~regulations~~ and biofuels ~~legislation;~~regulation; our capital allocation plans, funding needs and financing sources; changes in foreign exchange policy or rates; the outcome of our strategic review process; the effectiveness of our risk management strategies; our ability to attract and retain executive management and key personnel; operational risks, including industrial accidents, natural disasters and cybersecurity incidents; and other factors affecting our business generally.

The forward looking statements included in this report are made only as of the date of this report, and except as otherwise required by federal securities law, we do not have any obligation to publicly update or revise any forward looking statements to reflect subsequent events or circumstances.

You should refer to “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2018, filed with the SEC on February ~~28, 2017,~~22, 2019, and “Part II — Item 1A. Risk Factors” in this Quarterly Report on Form 10-Q for a more detailed discussion of these factors.


ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Third~~First Quarter ~~2017~~2019 Overview

You should refer to “Item 7.7, Management’s Discussion and Analysis of Financial Condition and Results of Operations - Factors Affecting Operating ~~Results~~Results" in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2018 for a discussion of key factors affecting operating results in each of our business segments. In addition, you should refer to “Item 9A, Controls and Procedures” in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2018 and to “Item 4, Controls and Procedures” in this Quarterly Report on Form 10-Q for the period ended ~~September 30, 2017~~March 31, 2019 for a discussion of our internal controls over financial reporting.

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 industry. Total Segment EBIT is a non-U.S. GAAP financial measure and is not intended to replace net income (loss) attributable to Bunge, the most directly comparable U.S. GAAP financial measure. Further, Total Segment EBIT excludes EBIT attributable to noncontrolling interests and is not a measure of consolidated operating results under ~~U.S.GAAP~~U.S. GAAP and should not be considered as an alternative to net income (loss) or any other measure of consolidated operating results under U.S. GAAP. See the reconciliation of Total Segment EBIT to net income (loss) attributable to Bunge below.

Segment Overview

Agribusiness - EBIT for the ~~third~~first quarter of ~~2017~~2019 was ~~$103~~$109 million compared to ~~$83~~$42 million in the ~~third~~first quarter of 2016. The increase was primarily driven by improvements in our South American grain origination operations, contributions from our Financial Services Group and effective risk management in our soybean processing operations that more than offset lower2018. In Oilseeds, soy crush ~~margins.~~

~~Edible oil products~~ -~~EBIT for the third quarter of 2017 was $34 million compared to $34 million~~margins were higher in the ~~third quarter~~U.S., Brazil and Europe, due to our decision in 2018 to hedge a portion of ~~2016.Increases~~our first-half 2019 crush capacity before market conditions weakened. These improvements were partially offset by lower results in Argentina and China. Softseed processing results increased due to ~~gross profit from acquisitions~~higher margins in Europe and ~~Argentina and increased volumes in Asia were~~Canada, partially offset by ~~charges~~lower results in China. Oilseed trading and distribution results were lower than last year, which benefited from higher volatility in 2018. Additionally, first quarter results in 2018 were impacted by negative mark-to-market related to ~~our Global Competitiveness Program (“GCP”).~~forward oilseed crushing contracts.

In Grains, lower margins and volumes due to the combination of farmer retention of soybeans and reduced export demand from China negatively impacted results in both our origination, and trading and distribution businesses. While risk management was a positive contributor to the quarter, results were lower than last year.

~~Milling products~~Edible Oil Products - EBIT for the ~~third~~first quarter of ~~2017~~2019 was ~~$23~~$48 million compared to ~~$52~~$28 million in the ~~third~~first quarter of ~~2016. Lower gross profit was driven by continued weak economic conditions~~2018. Higher results in the quarter were primarily associated with the acquisition of IOI Loders Croklaan ("Loders") in March 2018 and ~~lower demand for wheat products~~improved performance in our packaged oil businesses in Brazil and ~~Mexico. Additionally,~~Europe, which benefited from higher volumes and lower costs, partially offset by lower results in Asia.

Milling Products - EBIT for the ~~third~~first quarter of ~~2016 included a recovery of $14~~2019 was $17 million compared to $17 million in the first quarter of 2018. Higher results in Brazil due to lower costs from the depreciation of the Brazilian ~~import taxes related~~real against the U.S. dollar were offset by lower results in Mexico, which were impacted by lower volumes and margins. Results in the U.S. were similar to ~~prior years.~~last year.

Sugar and Bioenergy - EBIT was a loss of $24 million for both the ~~third~~first quarters of 2019 and 2018. For the first quarter of ~~2017 was $10 million compared to $35 million in the third quarter of 2016. Our~~2019, sugarcane milling ~~trading and merchandising operations~~results were impacted by lower sugar and ethanol prices, which were offset by lower ~~sales volumes~~costs. The first quarter is the inter-harvest period in Brazil when sugarcane mills in the Center-South region typically do not operate for most of the quarter and ~~decreased trading~~are selling sugar and ~~risk management results compared to~~ethanol inventories from the ~~third quarter 2016.~~previous sugarcane harvest.

Fertilizer - EBIT for the ~~third~~first quarter of ~~2017~~2019 was $5$1 million compared to $9a loss of $2 million in the ~~third~~first quarter of ~~2016.A decrease~~2018. Higher results in ~~gross profit from~~the quarter were primarily driven by lower ~~margins~~costs related to restructuring of our operations in ~~Argentina was partially offset by decreases in SG&A expenses compared to the third quarter of 2016.~~Argentina.

~~Segment Results~~

Three Months Ended ~~September 30, 2017~~March 31, 2019 Compared to Three Months Ended ~~September 30, 2016~~March 31, 2018

Net Income (Loss) Attributable to Bunge - For the quarter ended ~~September 30, 2017,~~March 31, 2019, net income attributable to Bunge ~~decreased~~increased by ~~$26~~$66 million to ~~$92~~$45 million from ~~$118~~a loss of $21 million infor the quarter ended ~~September 30, 2016.~~March 31, 2018. This ~~decrease~~increase resulted primarily from ~~a decrease~~an increase in segment EBIT of ~~$38~~$90 million, ~~particularly~~predominantly in ~~milling products~~our Agribusiness and ~~sugar and bioenergy.~~Edible Oil Products segments, partially offset by higher income taxes.

Income Tax Expense - InFor the ~~quarter~~three months ended ~~September 30, 2017,~~March 31, 2019 and 2018, income tax expense related to continuing operations was ~~$29~~$38 million and $19 million, respectively. The higher income tax expense for the first quarter of 2019 compared to ~~$45 million in~~ the ~~quarter ended September 30, 2016.~~same period last year is primarily due to higher overall pre-tax income. The effective tax ~~rate in~~rates for the ~~third quarter was 24% compared to 26% in the third quarter~~first quarters of ~~2016. The lower effective tax rate in 2017 was primarily due to~~2019 and 2018 are impacted by a less favorable earnings mix ~~and increased tax-exempt income on a lower base of~~associated with pretax ~~income.~~losses in certain jurisdictions.

Segment Results

A summary of certain items in our condensed consolidated statements of income and volumes by reportable segment for the periods indicated is set forth below.


	Three Months Ended September 30,						Three Months Ended March 31,
(US$ in millions, except volumes)	2017			2016			2019			2018
Volumes (in thousands of metric tons):
Agribusiness	37,316			35,079			34,429			35,805
Edible oil products	1,945			1,762
Milling products	1,127			1,153
Edible Oil Products							2,309			2,008
Milling Products							1,105			1,135
Sugar and Bioenergy	2,696			2,304			816			1,447
Fertilizer	422			417			196			172

Net sales:
Agribusiness	$	7,720		$	8,063		$	6,919		$	7,462
Edible oil products	2,027			1,727
Milling products	397			430
Edible Oil Products							2,239			2,149
Milling Products							426			409
Sugar and Bioenergy	1,158			1,074			285			563
Fertilizer	121			129			69			58
Total	$	11,423		$	11,423		$	9,938		$	10,641

Cost of goods sold:
Agribusiness	$	(7,459	)	$	(7,797	)	$	(6,684	)	$	(7,259	)
Edible oil products	(1,902		)	(1,610		)
Milling products	(338		)	(341		)
Edible Oil Products							(2,089		)	(2,023		)
Milling Products							(377		)	(355		)
Sugar and Bioenergy	(1,122		)	(1,007		)	(287		)	(567		)
Fertilizer	(112		)	(112		)	(64		)	(53		)
Total	$	(10,933	)	$	(10,867	)	$	(9,501	)	$	(10,257	)

Gross profit:
Agribusiness	$	261		$	266		$	235		$	203
Edible oil products	125			117
Milling products	59			89
Sugar and Bioenergy	36			67
Fertilizer	9			17
Total	$	490		$	556

Selling, general and administrative expenses:
Agribusiness	$	(187	)	$	(174	)
Edible oil products	(87		)	(77		)
Milling products	(33		)	(36		)
Sugar and Bioenergy	(31		)	(31		)
Fertilizer	(2		)	(6		)
Total	$	(340	)	$	(324	)

Edible Oil Products							150			126
Milling Products							49			54


Foreign exchange gains (losses):
Agribusiness	$	1		$	(7	)
Edible oil products	—			—
Milling products	—			—
Sugar and Bioenergy	1			2			(2		)	(4		)
Fertilizer	(1		)	(1		)	5			5
Total	$	1		$	(6	)	$	437		$	384

Noncontrolling interest losses (gains):
Selling, general and administrative expenses:
Agribusiness	$	2		$	(13	)	$	(152	)	$	(185	)
Edible oil products	(2		)	(2		)
Milling products	—			—
Edible Oil Products							(99		)	(91		)
Milling Products							(33		)	(39		)
Sugar and Bioenergy							(18		)	(24		)
Fertilizer							(3		)	(5		)
Total							$	(305	)	$	(344	)

Foreign exchange gains (losses):
Agribusiness							$	(8	)	$	—
Edible Oil Products							2			(1		)
Milling Products							2			2
Sugar and Bioenergy							(3		)	1
Fertilizer							—			(2		)
Total							$	(7	)	$	—

EBIT attributable to noncontrolling interests:
Agribusiness							$	2		$	—
Edible Oil Products							(6		)	(3		)
Milling Products							—			—
Sugar and Bioenergy	—			—			(1		)	1
Fertilizer	(1		)	(2		)	—			(1		)
Total	$	(1	)	$	(17	)	$	(5	)	$	(3	)

Other income (expense) - net:
Agribusiness	$	24		$	11		$	32		$	24
Edible oil products	(2		)	(3		)
Milling products	(1		)	(1		)
Edible Oil Products							1			(3		)
Milling Products							(1		)	—
Sugar and Bioenergy	4			(4		)	—			2
Fertilizer	—			1			(1		)	1
Unallocated							—
Total	$	25		$	4		$	31		$	24

Segment EBIT:
Agribusiness	$	103		$	83		$	109		$	42
Edible oil products	34			34
Milling products	23			52
Edible Oil Products							48			28
Milling Products							17			17
Sugar and Bioenergy	10			35			(24		)	(24		)
Fertilizer	5			9			1			(2		)
Unallocated							—			—
Total	$	175		$	213		$	151		$	61

A reconciliation of Net income (loss) attributable to Bunge to Total Segment EBIT follows:


	Three Months Ended September 30,						Three Months Ended March 31,
(US$ in millions)	2017			2016			2019			2018
Net income (loss) attributable to Bunge	$	92		$	118		$	45		$	(21	)
Interest income	(9		)	(13		)	(7		)	(8		)
Interest expense	64			73			75			70
Income tax expense (benefit)	29			45			38			19
(Income) loss from discontinued operations, net of tax	—			(5		)	—			2
Noncontrolling interest's share of interest and tax	(1		)	(5		)	—			(1		)
Total Segment EBIT	$	175		$	213		$	151		$	61

Agribusiness Segment - Agribusiness segment net sales decreased by 4%7% to ~~$7.7~~$6.9 billion in the ~~third~~first quarter of ~~2017,~~2019, compared to ~~$8.1~~$7.5 billion in the ~~third~~first quarter of ~~2016. An~~2018. The decrease was primarily due to lower volumes and on average lower prices in our grain businesses and lower prices in our oilseed processing business, associated with lower supply in North America due to severe weather conditions, lower demand from China as a result of the African Swine Fever outbreak, and slow farmer selling in Argentina. These lower net sales were partially offset by an increase in ~~volumes in Brazil~~our oilseed trading and distribution business from ~~larger corn and soybean crops was primarily offset by lower commodity prices.~~higher volumes.

Cost of goods sold decreased by 4%8%, ~~substantially~~primarily in ~~line with the decreases in net sales noted above. Additionally, the third quarter was impacted by higher industrial costs~~our grain origination, grain trading and ~~depreciation from the acquisition of~~distribution, and oilseed processing ~~facilities in Western Europe~~businesses related to lower volumes and prices, partially offset by an increase from our oilseed trading and distribution business as discussed above.

Gross profit increased by $32 million in the first quarter of ~~2017 compared~~2019 to ~~the third quarter of 2016.~~

~~Despite overall increased volumes, gross profit decreased by $5~~$235 million ~~in the third quarter of 2017,~~ from ~~$266~~$203 million in the third quarter of 2016. The benefits of stronger contributions from risk management and increased farmer selling in South America during the early part of the quarter only partially offset the impacts of compressed margins across our operations from excess supply and impacts to logistics costs from adverse weather conditions in our North American grain origination business.

SG&A expenses increased $13 million to $187 million in the third quarter of 2017. The increase includes impairment charges of $4 million for intangible assets related to patents for aluminum phosphate technology, one-time employee separation costs of $4 million and professional services charges of $3 million related to our GCP. The increase also included added general and administrative expenses in Europe for acquisitions made in the fourth quarter of 2016 and the first quarter of ~~2017,~~2018. The increase was primarily in the U.S., Europe, and ~~was partially offset~~Brazil, resulting from hedging soy crush margins at the higher levels during the second half of last year. Additionally, improved results in softseed processing due to higher margins in Europe and Canada, and better results in our ocean freight business contributed to the overall improvement compared to the prior year. Partially offsetting these improvements were lower results in our grain origination, and grain trading and distribution businesses driven by lower ~~professional services costs.~~volumes and margins in all regions, and lower oilseed processing results in Argentina and China. Gross profit in the first quarter of 2018 was impacted by negative mark-to-market related to forward oilseed crushing contracts.

SG&A expenses decreased $33 million to $152 million in the first quarter of 2019, from $185 million in the same period last year. The decrease was mainly due to savings from our global competitiveness program ("GCP"), as well as lower charges recognized in the first quarter of 2019 associated with execution of the GCP as compared to the same period last year, and from the depreciation of the Brazilian real against the U.S. dollar.

Foreign exchange results in the ~~third~~first quarter of ~~2017~~2019 were ~~gains~~losses of $1$8 million, compared to ~~losses of $7 million~~nil in the ~~third~~first quarter of ~~2016,~~2018. These results were primarily ~~driven by foreign currency hedges, which were offset by~~related to net losses on ~~U.S. dollar-denominated loans to fund operations.~~currency hedges.

Other income (expenses) - net was income of $32 million in the first quarter of 2019, compared to income of $24 million in the ~~third~~first quarter of ~~2017, compared~~2018. The increase was primarily due to ~~income of $11 million~~improved results from soy crush equity method investments in the third quarter of 2016. The third quarter of 2017 included stronger contributions from our Financial Services Group offset by a $13 million impairment charge related to our Indonesian palm oil plantation affiliate. The third quarter of 2016 included income generated by certain non-consolidated investments; primarily in our transportationAsia and ~~logistics affiliates in Brazil and the United States.~~South America.

Segment EBIT increased by ~~$20~~$67 million to ~~$103~~$109 million in the third quarter of 2017 from $83 million in the third quarter of 2016. Increased volumes in Brazil from larger corn and soybean crops, effective risk management in our soybean processing operations, improvements in our South American grain origination operations and contributions from our Financial Services Group more than offset impacts from lower commodity prices and crush margins and charges related to our GCP and increased general and administrative expenses from acquisitions made in Europe during the fourth quarter of 2016 and the first quarter of ~~2017.~~2019 from $42 million in the first quarter of 2018. The increase was primarily due to higher soy crush and softseed processing results, better results from ocean freight and lower SG&A expenses, partially offset by lower results in our grain businesses.

Edible Oil Products Segment - Edible ~~oil products~~Oil Products segment net sales increased by ~~17%~~4% in the ~~third~~first quarter of ~~2017~~2019 to ~~$2.0~~$2.2 billion, compared to ~~$1.7~~$2.1 billion in the ~~third~~first quarter of ~~2016,~~2018, resulting primarily from a ~~10%~~15% increase in volumes driven by ~~the acquisitions of two edible oil production facilities in Europe,~~ our ~~recent~~ acquisition of ~~an edible oil production facility~~Loders in ~~Argentina~~March 2018. This was partially offset by lower prices in North America and ~~increased volumes in Asia from an earlier start~~the impact of the ~~Diwali holiday season.~~depreciation of the Brazilian

real and the euro against the U.S. dollar.

Cost of goods sold in the ~~third~~first quarter of ~~2017~~2019 increased ~~18%~~3% from the same period of ~~2016,~~2018, which is substantially in line with the increase in net sales noted above, and primarily driven by the impact of the ~~recent acquisitions and increased volumes~~acquisition of Loders in ~~Asia.~~March 2018.

Gross profit in the ~~third~~first quarter of ~~2017~~2019 increased by 19% to ~~$125~~$150 million compared to ~~$117~~$126 million for the ~~third~~first quarter of ~~2016.~~2018. The increase was primarily ~~driven by~~due to the acquisition of Loders and improved results in Brazil from higher volumes. and lower industrial costs.

SG&A expenses increased ~~by 13%~~ to ~~$87~~$99 million in the ~~third~~first quarter of ~~2017~~2019 compared with ~~$77~~$91 million in the same period a year ago. The increase ~~primarily~~was related to ~~added general and administrative expenses~~ the acquisition of Loders, partially offset by lower costsin Europe and ~~Argentina~~Brazil due to the depreciation of the euro and Brazilian real against the U.S. dollar, as well as savings from ~~new acquisitions. Additionally,~~ the third quarter of 2017 included impairment charges of $2 million for intangible assets related to patents for aluminum phosphate technology and professional services charges of $1 million related to our GCP.GCP across all regions.

Segment EBIT ~~of $34~~increased to $48 million for the ~~third~~first quarter of ~~2017,~~2019 from $28 million in the first quarter of 2018. The increase was ~~equal~~primarily from higher gross profit due to the ~~third quarter~~acquisition of ~~2016. Increases to gross profit from acquisitions~~Loders and improved results in ~~Argentina~~Brazil and ~~Europe and increased volumes in Asia were offset by charges related to our GCP during the third quarter of 2017, and higher SG&A from our new acquisitions.~~Europe.

Milling Products Segment - Milling ~~products~~Products segment net sales were ~~$397~~$426 million in the ~~third~~first quarter of ~~2017, 8% lower~~2019, 4% higher compared to ~~$430~~$409 million for the same period a year ago, ~~resulting~~ primarily ~~from a 2% decrease in volumes~~ driven by ~~continued weak economic conditions and lower demand~~Brazil, resulting from increased prices for wheat products, and the U.S., from the acquisition of two corn mills in ~~Brazil and~~the U.S. ("Minsa") in the first quarter of 2018. These increases were partially offset by lower volumes in Mexico.

Cost of goods sold ~~decreased~~increased by 1%6% to ~~$338~~$377 million for the ~~third~~first quarter of ~~2017~~2019 from ~~$341~~$355 million in the ~~third~~first quarter of ~~2016, primarily driven by lower commodity prices~~2018, which was generally aligned with the increase in ~~wheat, our primary raw material. In addition,~~net sales and additional costs associated with the ~~third quarter was impacted by $1 million~~acquisition of ~~severance and other employee benefit costs related to our GCP and the third quarter of 2016 included a recovery of $14 million in Brazilian import taxes paid in prior years.~~Minsa.

Gross profit decreased ~~by 34%~~ to ~~$59~~$49 million in the ~~third~~first quarter of ~~2017, down from $89~~2019, compared to $54 million in the ~~third~~first quarter of ~~2016, primarily~~2018 mainly due to ~~increased competition~~lower volumes and ~~competitive pricing~~margins in ~~Brazil driven by challenging macro-economic conditions, the large domestic wheat crop that reduced margins and lower volume.~~Mexico.

SG&A expenses ~~decreased to~~of $33 million in the ~~third~~first quarter of ~~2017 from $36~~2019 decreased by $6 million ~~in 2016 from lower spending in Brazil and Mexico.~~compared to 2018. The decrease was ~~partially offset~~primarily due to savings from the GCP and the depreciation of the Brazilian real against the U.S. dollar. Additionally, the first quarter of 2018 was impacted by ~~impairment charges of $1 million for intangible assets~~acquisition costs related to ~~patents for aluminum phosphate technology and professional services charges of $1 million related to our GCP.~~Minsa.

Segment EBIT ~~decreased to $23~~was $17 million in the ~~third~~first quarter of ~~2017, from $52~~2019, compared to $17 million last year, ~~primarily~~ as ~~a result of~~ lower gross profit ~~driven~~was offset by ~~continued weak economic conditions and~~ lower ~~demand for wheat products in Brazil.~~ ~~The third quarter of 2016 included a recovery of $14 million in Brazilian import taxes paid in prior years.~~SG&A costs.

Sugar and Bioenergy Segment - Sugar and Bioenergy segment net sales ~~increased 8%~~decreased 49% to ~~$1.2 billion~~$285 million in the ~~third~~first quarter of ~~2017~~2019 compared to ~~$1.1 billion~~$563 million in the same quarter last year. The ~~increase~~decrease in net sales was primarily ~~driven by~~due to exiting our international trading and merchandising ~~sales volumes.~~business in 2018, as well as lower global prices of sugar and ethanol.

Cost of goods sold ~~increased 11%~~decreased 49% in the ~~third~~first quarter of ~~2017~~2019 compared to the same period of ~~2016,~~2018, which is in line with ~~the increase in~~lower net sales. ~~The third quarter of 2017 results also included $8 million of indirect tax credits and $6 million of severance and restructuring charges related to our industrial operations.~~

Gross profit ~~decreased~~increased $2 million to ~~$36 million in the third quarter~~a loss of ~~2017 from $67~~$2 million reported in the ~~third~~first quarter of ~~2016, primarily due to~~2019 from a loss of $4 million in 2018, as lower ~~prices and~~industrial costs were substantially offset by lower ~~sales volumes in our sugar milling operations and weaker contributions from risk management opportunities in our sugar trading & merchandising operations.~~margins.

SG&A expenses of ~~$31~~$18 million in the ~~third~~first quarter of ~~2017 were flat compared to~~2019 decreased by $6 million from $24 million in the same period of ~~2016,~~2018, primarily due to ~~lower amortization expense in~~savings from the ~~quarter, offset by impairment charges~~GCP and the impact of ~~$1 million for intangible assets related to patents for aluminum phosphate technology and professional services charges~~the depreciation of ~~$1 million related to our GCP in~~ the ~~third quarter of 2017.~~Brazilian real against the U.S. dollar.

Foreign exchange results in the ~~third~~first quarter of ~~2017~~2019 were $1losses of $3 million, compared to $2gains of $1 million in the ~~same period~~first quarter of ~~2016.~~2018. These results relate primarily to ~~foreign currency hedges.~~hedging activities on forward sales positions.

Segment EBIT ~~decreased to $10~~was a loss of $24 million in the ~~third quarter~~first quarters of ~~2017 from $35 million in the third quarter of 2016, primarily due to lower prices~~both 2019 and 2018. Lower SG&A expenses and improved gross profit were offset by higher foreign exchange losses and lower ~~sales volumes~~results in our sugar milling operations and weaker contributions from risk management opportunities in our sugar trading & merchandising operations. The third quarter results were also impacted by $6 million of severance and restructuring charges related to our industrial operations, $2 million of SG&A charges related to our GCP, $3 million of losses from our renewable oils affiliate in Brazil and $8 million of indirect tax credits.unconsolidated joint ventures.

Fertilizer Segment - Fertilizer segment net sales were ~~$121~~$69 million in the ~~third~~first quarter of ~~2017~~2019 compared to ~~$129~~$58 million in the ~~third~~first quarter of ~~2016, with no significant change~~2018. The increase was primarily due to higher volumes and prices in ~~volumes.~~Argentina, partially offset by reduced port services in Brazil.

Cost of goods sold ~~were $112~~increased to $64 million in the ~~third~~first quarter of ~~2017, consistent with~~2019, from $53 million in the ~~third~~first quarter of ~~2016.~~2018, primarily due to higher sales and higher raw materials costs due to prior restructuring actions, partially offset by lower industrial costs from such prior restructuring actions.

Gross profit ~~decreased by $8 million to $9~~was $5 million in the ~~third~~first quarter of ~~2017, down~~2019 unchanged from ~~$17~~the comparable period last year, as lower margins were offset by industrial cost savings.

SG&A expenses were $3 million in the first quarter of 2019, compared to $5 million in the comparable period of ~~2016.~~2018. The decrease was primarily ~~driven~~due to certain bad debt recoveries during 2019.

Segment EBIT increased by ~~lower margins in Argentina.~~

~~SG&A expenses were $2~~$3 million to $1 million in the ~~third~~first quarter of ~~2017, compared to $6 million in the comparable period of 2016, primarily due to a reduction of bad debt expense.~~

~~Segment EBIT decreased by $4 million to $5 million in the third quarter of 2017~~2019 as compared to $9a loss of $2 million in the same period a year ago. The ~~decrease in gross profit from~~increase was primarily due to lower ~~margins in Argentina was~~overall expenses, partially offset by ~~decreases in SG&A expenses compared to third quarter of 2016.~~lower margins.

Interest - A summary of consolidated interest income and expense follows:


	Three Months Ended September 30,						Three Months Ended March 31,
(US$ in millions)	2017			2016			2019			2018
Interest income	$	9		$	13		$	7		$	8
Interest expense	(64		)	(73		)	(75		)	(70		)

Interest income decreased to $9$7 million ~~in the third quarter of 2017 compared to $13 million in the third quarter of 2016. Interest expense decreased primarily due to impacts from interest rate hedges.~~

~~Discontinued Operations -~~ Discontinued operations results for the third quarter of 2017 were nil, compared to income of $5 million, net of tax, in the third quarter of 2016. Results in 2017 were primarily driven by the recovery of bad debt provisions and interest received related to long-term receivables from farmers that offset ongoing administrative expenses, income taxes and foreign exchange losses.

~~Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016~~

~~Net Income (Loss) Attributable to Bunge -~~ For the nine months ended September 30, 2017, net income attributable to Bunge decreased by $254 million to $220 million from $474 million in the nine months ended September 30, 2016. This decrease resulted primarily from a decrease in segment EBIT of $359 million, particularly in agribusiness, partially offset by decreases in losses from discontinued operations and income tax expense.

~~Income Tax Expense -~~ In the nine months ended September 30, 2017, income tax (expense) / benefit was $(2) million compared to income tax expense of $(118) million in the nine months ended September 30, 2016. The effective tax rate for the nine months ended September 30, 2017, decreased to 1% compared to 19% in the nine months ended September 30, 2016. The lower tax rate in 2017 was primarily due to certain discrete items, including an income tax benefit of $32 million for a favorable resolution of income tax matters in Asia and an income tax benefit of $17 million related to a prior year tax election in South America. The 2016 year-to-date effective tax rate of 19% was driven primarily due to certain discrete items including an income tax benefit of $60 million recorded for a change in estimate resulting from a tax election for North America and an income tax benefit of $11 million recorded for income tax refund claims in Europe, partially offset by an income tax charge of $(32) million recorded for an uncertain tax position related to Asia. Excluding the effect of these discrete items noted above, our effective tax rate for the nine months ended September 30, 2017, and 2016, was 22% and 26%, respectively. The reduction in the effective tax rate from 2016, after taking into account the discrete tax items noted above, is primarily attributable to favorable earnings mix and increased tax-exempt income applied on a lower base of pretax income.

~~A summary of certain items in our condensed consolidated statements of income and volumes by reportable segment for the periods indicated is set forth below.~~

Nine Months Ended
September 30,
(US$ in millions, except volumes) 2017
2016
Volumes (in thousands of metric tons):

Agribusiness 108,512
101,776
Edible oil products 5,681
5,106
Milling products 3,300
3,395
Sugar and Bioenergy 6,677
6,343
Fertilizer 830
832

Net sales:

Agribusiness $ 23,837
$ 21,870
Edible oil products 5,877
4,958
Milling products 1,169
1,243
Sugar and Bioenergy 3,052
2,541
Fertilizer 254
268
Total $ 34,189
$ 30,880

Cost of goods sold:

Agribusiness $ (23,141 ) $ (20,831 )
Edible oil products (5,518 ) (4,642 )
Milling products (1,014 ) (1,031 )
Sugar and Bioenergy (2,974 ) (2,433 )
Fertilizer (237 ) (237 )
Total $ (32,884 ) $ (29,174 )

Gross profit:

Agribusiness $ 696
$ 1,039
Edible oil products 359
316
Milling products 155
212
Sugar and Bioenergy 78
108
Fertilizer 17
31
Total $ 1,305
$ 1,706

Selling, general and administrative expenses:

Agribusiness $ (585 ) $ (511 )
Edible oil products (258 ) (238 )
Milling products (103 ) (97 )
Sugar and Bioenergy (87 ) (80 )
Fertilizer (13 ) (15 )
Total $ (1,046 ) $ (941 )

Foreign exchange gains (losses):

Agribusiness $ 93
$ 13
Edible oil products 4
(2 )
Milling products (1 ) (5 )
Sugar and Bioenergy 10
5
Fertilizer 2
(2 )
Total $ 108
$ 9

Noncontrolling interest losses (gains):

Agribusiness $ (3 ) $ (13 )
Edible oil products (5 ) (5 )
Milling products —
—
Sugar and Bioenergy —
—
Fertilizer (2 ) (2 )
Total $ (10 ) $ (20 )

Other income (expense) - net:

Agribusiness (1)
$ 28
$ 5
Edible oil products (1 ) (4 )
Milling products (2 ) (3 )
Sugar and Bioenergy (1 ) (13 )
Fertilizer —
1
Total $ 24
$ (14 )

Segment EBIT:
Agribusiness $ 230
$ 533
Edible oil products 98
66
Milling products 48
107
Sugar and Bioenergy 1
21
Fertilizer 4
13
Total $ 381
$ 740

~~A reconciliation of Net income (loss) attributable to Bunge to Total Segment EBIT follows:~~

Nine Months Ended
September 30,
(US$ in millions) 2017 2016
Net income (loss) attributable to Bunge $ 220
$ 474
Interest income (29 ) (37 )
Interest expense 191
189
Income tax expense (benefit) 2
118
(Income) loss from discontinued operations, net of tax —
8
Noncontrolling interest's share of interest and tax (3 ) (12 )
Total Segment EBIT $ 381
$ 740

~~Agribusiness Segment -~~ Agribusiness segment net sales increased by 9% to $23.8 billion in the nine months ended September 30, 2017, compared to $21.9 billion in the nine months ended September 30, 2016. Volumes overall increased 7% compared to the nine months ended September 30, 2016. Higher crush volumes in Europe due to our new crush plant in Ukraine which started operations in the second quarter of 2016, the recent acquisition of two oilseed crushing facilities in Western Europe in the first quarter of ~~2017 and increased volumes in Brazil due to larger soybean and corn crops led to the increase in net sales~~2019 compared to ~~2016.~~

Cost of goods sold increased by 11%, aligned with the increases in net sales noted above. In addition, cost of goods sold for the nine months ended September 30, 2017, was impacted by higher industrial costs and depreciation from the recent acquisitions in Europe and an 11% appreciation of the Brazilian ~~real~~ ~~against the U.S. dollar in the nine months ended September 30, 2017 compared to 2016.~~

~~Gross profit decreased to $696~~$8 million in the ~~nine months ended September 30, 2017, from $1.0 billion in the nine months ended September 30, 2016, primarily driven~~first quarter of 2018. Interest expense increased by the combination of farmer retention and increased competition in South America which impacted margins in our grain origination, oilseed processing and trading and distribution businesses and limited contributions from risk management due to a lack of positioning opportunities.

SG&A expenses increased $74 million to $585 million in the nine months ended September 30, 2017, which represented a 14% increase from the $511 million in the same period last year. This increase included added general and administrative expenses in Europe related to new acquisitions and an 11% appreciation of the Brazilian ~~real~~ against the U.S. dollar in the nine months ended September 30, 2016. The increase also included a $9 million credit adjustment in Brazil, $7 million of transaction related costs associated with the acquisition of two oilseed processing facilities in Europe that will not repeat, $4 million of impairment charges for intangible assets related to patents for aluminum phosphate technology, $4 million of one-time employee separation costs and $3 million of professional services charges related to our GCP.~~These increases were partially offset by cost savings and operating efficiencies in the nine months ended September 30, 2017.~~

~~Foreign exchange results in the nine months ended September 30, 2017 were gains of $93~~$5 million compared to gains of $13 million in the nine months ended September 30, 2016. These results were primarily driven by gains on U.S. dollar-denominated loans to fund operations and foreign exchange gains realized due to the appreciation of the Chinese ~~renminbi~~ ~~in our oilseed processing business in Asia.~~

Other income (expenses) - net was income of $28 million in the nine months ended September 30, 2017, compared to gains of $5 million in the nine months ended September 30, 2016. Results for the nine months ended September 30, 2017 included income earned in our Financial Services Group, offset by a $13 million impairment of our palm oil plantation affiliate in Indonesia. Results for the nine months ended September 30, 2016 included an impairment charge of $12 million on intangible assets related to certain patents of intellectual property.

Segment EBIT decreased by $303 million to $230 million in the nine months ended September 30, 2017 from $533 million in the nine months ended September 30, 2016. This decrease was primarily driven by slow farmer selling in South America, which impacted margins in our grain origination, oilseed processing and trading distribution businesses, and lower contribution from risk management activities in the nine months ended September 30, 2017. Also contributing to lower EBIT, were the impact on costs from the appreciation of the Brazilian ~~real~~ against the U.S. dollar as compared to the nine months ended September 30, 2016, transaction costs related to the acquisition of two oilseed crushing facilities in Western Europe and the increase of general and administrative expenses for recent acquisitions and certain charges related to our GCP. These were partially offset by foreign exchange gains in our edible oil production businesses in Europe and Asia compared to 2016.

~~Edible Oil Products Segment -~~ Edible oil products segment net sales increased by 19% in the nine months ended September 30, 2017 to $5.9 billion, compared to $5.0 billion in the nine months ended September 30, 2016, resulting primarily from an 11% increase in volumes, driven by our acquisitions of two edible oil production facilities in Europe, recent acquisition of an edible oil production facility in Argentina and increased volumes in Asia.

Cost of goods sold in the nine months ended September 30, 2017 increased 19% from the same period of 2016, which is in line with the increase in net sales noted above, and primarily driven by the impact of the recent acquisitions in Europe and Argentina compared to the nine months ended September 30, 2016.

Gross profit in the nine months ended September 30, 2017 increased to $359 million compared to $316 million for the nine months ended September 30, 2016. The increase was primarily driven by stronger volumes and margins in Brazil and increases in Europe and Argentina from our recent acquisitions, offset in part by lower refining and packaging margins in the U.S. due to increased competition.

SG&A expenses increased by 8% to $258 million in the nine months ended September 30, 2017 compared with $238 million in the same period a year ago. The increase includes impairment charges of $2 million for intangible assets related to patents for aluminum phosphate technology and professional services charges of $1 million related to our GCP and acquisition related costs and increased general and administrative expenses associated with our recent acquisitions.

Foreign exchange results in the nine months ended September 30, 2017 were income of $4 million, compared to losses of $2 million in 2016 related to foreign exchange gains on debt and derivative instruments and hedges.

Segment EBIT increased to $98 million for the nine months ended September 30, 2017, up from $66 million in the nine months ended September 30, 2016, primarily from higher margins and volumes in our Brazil business and increased volumes with acquisitions in Argentina and Europe. The increases were partially offset by the one-time charges related to our GCP.

~~Milling Products Segment~~ - Milling products segment net sales were $1.2 billion in the nine months ended September 30, 2017, compared to $1.2 billion from the same period a year ago resulting primarily from a 3% decrease in volumes driven by weak macro-economic conditions and pressure from the record wheat crop in Brazil, which increased local competition, and softer demand for flour in Mexico compared to the nine months ended September 30, 2016.

Cost of goods sold decreased by 2% to $1,014 million for the nine months ended September 30, 2017 from $1,031 million in the nine months ended September 30, 2016, primarily due to lower volumes in Brazil. The nine months ended September 30, 2017, was impacted by $1 million of severance and other employee benefit costs related to our GCP and the nine months ended September 30, 2016, included a recovery of $14 million in Brazilian import taxes paid in prior years.

Gross profit decreased by 27% to $155 million in the nine months ended of 2017, down from $212 million in the nine months ended September 30, 2016, primarily due to increased competition and competitive pricing in Brazil that reduced margins and lower volume and unfavorable product mix in Mexico.

~~SG&A expenses increased to $103 million in the nine months ended September 30, 2017 from $97 million, primarily due to the 11% appreciation of the Brazilian~~ ~~real~~ ~~against the U.S. dollar compared to the nine months ended~~

~~September 30, 2016, $1 million of impairment charges for intangible assets and $1 million of professional services charges related to our GCP.~~

Segment EBIT decreased to $48 million in the nine months ended September 30, 2017, from $107 million last year as a result of lower gross profit driven by continued weak economic conditions and lower demand for wheat products in Brazil and Mexico. In addition, the nine months ended September 30, 2016 included a recovery of $14 million in Brazilian import taxes paid in prior years.

~~Sugar and Bioenergy Segment -~~ Sugar and Bioenergy segment net sales increased to $3.1 billion in the nine months ended September 30, 2017 compared to $2.5 billion in the same period last year. The 20% increase in sales was primarily driven by higher sugar sales volumes and an 11% appreciation of the Brazilian ~~real~~ ~~against the U.S. dollar which positively impacted domestic sales of sugar and ethanol in Brazil when converted into U.S. dollar.~~

~~Cost of goods sold increased 22% in the nine months ended September 30, 2017 compared to the same period September 30, 2016,~~2018, primarily due to higher ~~sales volumes and the appreciation of the Brazilian~~ ~~real~~ compared to the U.S. dollar. Results for the nine months ended September 30, 2017 also included $15 million of severance and restructuring charges related to our industrial operations and $8 million of indirect tax credits.

Gross profit decreased to $78 million in the nine months ended September 30, 2017 from the $108 million reported in the nine months ended September 30, 2016. Higher sales volumes and $8 million related to indirect tax credits wereinterest rates, partially offset by lower, margins in our sugar trading and merchandising business and $15 million in severance and restructuring charges. Results and related development costs associated with our renewable oils affiliate in Brazil were a loss of $15 million for the nine months ended September 30, 2017.on average outstanding debt balances.

SG&A expenses increased by 9% to $87 million in the nine months ended September 30, 2017 from $80 million in the comparable period September 30, 2016, primarily due to the 11% appreciation of the Brazilian ~~real~~ ~~and by impairment charges of $1 million for intangible assets related to patents for aluminum phosphate technology and professional services charges of $1 million related to our GCP.~~

Foreign exchange results in the nine months ended September 30, 2017 were $10 million compared to $5 million in the same period September 30, 2016. These results relate primarily to gains on foreign currency hedges.

Segment EBIT decreased to $1 million in the nine months ended September 30, 2017 from $21 million in the nine months ended September 30, 2016, as higher sugar sales volumes along with foreign exchange gains and indirect tax credits were offset by lower margins in our sugar trading and merchandising business, $16 million in severance and restructuring charges and $1 million of impairment charges related to our GCP.

~~Fertilizer Segment~~ - Fertilizer segment net sales decreased 5% to $254 million in the nine months ended September 30, 2017, compared to $268 million in the nine months ended September 30, 2016, primarily due to lower export volumes and lower prices in Argentina compared to nine months ended 2016.

~~Cost of goods sold for the nine months ended September 30, 2017 were $237 million, unchanged compared to the nine months ended September 30, 2016.~~

Gross profit decreased by $14 million to $17 million in the nine months ended September 30, 2017, from $31 million in the comparable period September 30, 2016. The decrease was primarily driven by lower volumes and lower margins in Argentina from higher raw material costs.

Segment EBIT decreased by $9 million to $4 million in the nine months ended September 30, 2017 from $13 million in the same period a year ago, primarily driven by lower volumes and margins in 2017 when compared to the nine months ended September 30, 2016.

~~Interest~~ ~~- A summary of consolidated interest income and expense follows:~~

Nine Months Ended
September 30,
(US$ in millions) 2017 2016
Interest income $ 29
$ 37
Interest expense (191 ) (189 )

~~Interest income decreased $8 million between 2017 and 2016. Interest expense remained relatively unchanged compared to nine months of 2016.~~

~~Discontinued Operations -~~ ~~Discontinued operations results for the nine months ended September 30, 2017 were nil, compared to a loss of $8 million, net of tax, in the same period as 2016.~~

Results improved in 2017 primarily driven by the recovery of bad debt provisions related to long-term receivables from farmers that offset ongoing administrative expenses and lower foreign exchange losses compared to the same period in 2016.

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, 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 ~~1.60~~1.40 and ~~1.44~~1.54 at ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, respectively.

Cash and Cash Equivalents - Cash and cash equivalents were $464 million and $389 million ~~and $934 million~~ at ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, respectively. 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 typically 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. Total RMI ~~in our Agribusiness segment are~~ reported at fair value ~~and~~ were ~~$4,398~~$4,502 million and ~~$3,593~~$4,532 million at ~~September 30, 2017~~March 31, 2019 and December 31, 2016, respectively. Of these amounts $3,351 million and $2,523 million were attributable to merchandising activities at September 30, 2017 and December 31, 2016, respectively. RMI at fair value in the aggregate amount of $109 million and $123 million at September 30, 2017 and December 31, 2016,2018, respectively were included in our Edible Oil Products segment inventories. RMI at fair value in the Sugar and Bioenergy segment were $195 million and $139 million at September 30, 2017 and December 31, 2016, respectively. Of these amounts, $189 million and $139 million at September 30, 2017 and December 31, 2016, respectively, can be attributed (see Note 6 - Inventories, to our ~~merchandising business.~~condensed consolidated financial statements).

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 ~~September 30, 2017,~~March 31, 2019, we had approximately $5,015 million of aggregate committed borrowing capacity under our commercial paper program and various revolving bilateral and syndicated credit facilities, of ~~which $4,740~~

which $4,319 million was unused and available. The following table summarizes these facilities as of the periods presented:


(US$ in millions)		Total Committed Capacity		Borrowings Outstanding					Total Committed Capacity		Borrowings Outstanding
Commercial Paper Program and Revolving Credit Facilities	Maturities	September 30, 2017		September 30, 2017		December 31, 2016		Maturities	March 31, 2019		March 31, 2019		December 31, 2018
Commercial paper	2019	$	600	$	—	$	—	2020	$	600	$	596	$	—
Long-term revolving credit facilities ⁽¹⁾	2018 - 2022	4,415		275		—		2020 - 2023	$	4,415	100		500
Total		$	5,015	$	275	$	—		$	5,015	$	696	$	500

⁽¹⁾

Borrowings under the revolving credit facilities that have maturities greater than one year from the date of the condensed 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.

~~On September 6, 2017, we entered into an amendment agreement to~~We had no borrowings outstanding at March 31, 2019 under our unsecured ~~$865~~$1,100 million ~~Amended and Restated Credit Agreement, dated as~~five-year syndicated revolving credit agreement (the "Credit Agreement") with certain lenders party thereto maturing December 14, 2023. We have the option to request an extension of ~~June 17, 2014 (the “Credit Agreement”). The amendment agreement extends~~ the maturity date of the Credit Agreement for two additional one-year periods, subject to ~~September 6, 2022. The amendment agreement also lowers~~ the ~~range~~consent of ~~margin applicable to our borrowings under~~ the ~~Credit Agreement.~~lenders. Borrowings under the Credit Agreement will bear interest at LIBOR plus a margin, which will vary from 1.00% to ~~1.75% per annum,~~1.625%, based on the credit ratings of our senior long-term unsecured ~~debt.~~debt ("Rating Level"). Amounts under the Credit Agreement that remain undrawn are subject to a commitment fee ~~payable quarterly based on the average undrawn portion of the Credit Agreement~~ at rates ranging from ~~0.125%~~0.09% to ~~0.275%~~0.225%, varying based on the ~~credit ratings~~Rating Level. We may, from time to time, request one or more of ~~our senior long-term unsecured debt. We had $75 million of borrowings outstanding September 30, 2017~~the existing lenders or new lenders to increase the total commitments under the Credit ~~Agreement.~~Agreement by up to $200 million pursuant to an accordion provision.

We had no borrowings outstanding at September 30, 2017 under our three-year unsecured bilateral revolving credit facilities (the “Facilities”) totaling $700 million, which are maturing at various dates in June and September, 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 of our 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%.

~~We had $200~~$100 million of borrowings outstanding at ~~September 30, 2017~~March 31, 2019 under our $1,750 million unsecured syndicated revolving credit facility ~~(the ‘‘Facility’’)~~ with certain lenders party thereto maturing ~~August 10, 2018.~~December 12, 2020 (the ‘‘2020 Facility’’). Borrowings under the 2020 Facility bear interest at LIBOR plus a margin, which will vary from ~~0.35%~~0.30% to ~~1.35%~~1.30% per annum, based on the credit ratings of our senior long-term unsecured debt. We also pay a fee that varies from 0.10% to 0.40% per annum, based on the utilization of the 2020 Facility. Amounts under the 2020 Facility that remain undrawn are subject to a commitment fee payable quarterly in arrears at a rate of 35% of the margin specified above, which varies based on the rating level at each quarterly payment date. We may, from time to time, with the consent of the facility agent, request one or more of the existing lenders or new lenders to increase the total commitments under the 2020 Facility by up to $250 million pursuant to an accordion provision. We have the option to request an extension of the maturity date of the 2020 Facility for two additional one-year periods. Each lender in its sole discretion may agree to any such extension request.

We had no borrowings outstanding at ~~September 30, 2017~~March 31, 2019 under our ~~$1,100~~unsecured $865 million ~~five-year unsecured syndicated~~ revolving credit ~~agreement~~facility, maturing September 6, 2022 (the ~~‘‘Credit Agreement’’~~"2022 Facility") ~~with certain lenders party thereto, maturing November 20, 2019.~~. Borrowings under the ~~Credit Agreement~~2022 Facility bear interest at LIBOR plus a margin, which will vary from 1.00% to 1.75% per annum, based on the credit ratings of our senior long-term unsecured ~~debt (‘‘Rating Level’’).~~debt. Amounts under the ~~Credit Agreement~~2022 Facility that remain undrawn are subject to a commitment fee ~~ranging from 0.10% to 0.25%, varying~~payable quarterly based on the ~~Rating Level.~~average undrawn portion of the 2022 Facility at rates ranging from 0.125% to 0.275%, based on the credit ratings of our senior long-term unsecured debt.

We had no borrowings outstanding at March 31, 2019 under our unsecured $700 million, 5-year revolving credit facility, maturing on May 1, 2023. We entered into this facility in connection with our previously announced strategy to reduce our exposure to the sugar milling business in Brazil. This facility is upon fulfillment of certain conditions convertible into a non-recourse secured term loan facility with our sugar milling business as the borrower, and therewith providing financial flexibility for us to fund our sugar milling business on a stand-alone basis. Additionally, subject to lender approval, we may request an increase, in an amount not to exceed $100 million, to the revolving credit facility commitments pursuant to an accordion provision set forth in the revolving credit facility.

Our commercial paper program is supported by committed back-up bank credit lines (the ‘‘Liquidity Facility’’) equal to the amount of the commercial paper program provided by lending institutions that are required to be rated at least A-1 by Standard & Poor’s and P-1 by Moody’s Investor Services. The cost of borrowing under the Liquidity Facility would typically be higher than the cost of issuance under our commercial paper program. At ~~September 30, 2017, no~~March 31, 2019, $596 million of borrowings were outstanding under the commercial paper program and no borrowings were outstanding under the Liquidity Facility. The Liquidity Facility is our only revolving credit facility that requires lenders to maintain minimum credit ratings.

In addition to committed credit facilities, from time to time, ~~we,~~ through our financing subsidiaries, we enter into bilateral short-term credit lines as necessary based on our financing requirements. At ~~September 30, 2017~~March 31, 2019 there were ~~$395~~$275 million of borrowings outstanding under these bilateral short-term credit ~~lines.~~

lines.

Short and long-term debt - Our short and long-term debt increased by ~~$1,290~~$596 million at ~~September 30, 2017~~March 31, 2019 from December 31, ~~2016,~~2018, primarily due to the funding of working capital ~~financing~~ requirements. For the ~~nine month period~~three months ended ~~September 30, 2017,~~March 31, 2019, our average short and long-term debt outstanding was approximately ~~$5,438~~$6,007 million compared to approximately ~~$5,183~~$5,590 million for the ~~nine~~three months ended at ~~September 30, 2016.~~March 31, 2018. Our long-term debt balance was ~~$4,533~~$4,235 million at ~~September 30, 2017~~March 31, 2019 compared to ~~$4,007~~$4,622 million at December 31, ~~2016.~~2018. The following table summarizes our short-term debt at ~~September 30, 2017.~~March 31, 2019.

(US$ in millions) Outstanding
Balance at
Quarter End Weighted
Average
Interest
Rate at
Quarter End (1) Highest
Balance
Outstanding
During
Quarter (1) Average
Balance
During Quarter (1) Weighted
Average
Interest
Rate
During
Quarter (1)
Bank borrowings $ 1,021
3.59 % $ 1,450
$ 1,298
3.06 %
Commercial paper —
—
595
273
1.42 %
Total $ 1,021
3.59 % $ 2,045
$ 1,571
2.78 %



(US$ in millions)	Outstanding Balance at March 31, 2019		Weighted Average Interest Rate at March 31, 2019		Highest Balance Outstanding During Quarter Ended March 31, 2019		Average Balance During Quarter Ended March 31, 2019		Weighted Average Interest Rate During Quarter Ended March 31, 2019
Bank borrowings⁽¹⁾	$	1,137	6.91	%	$	1,137	$	953	6.50	%
Commercial paper	596		2.96	%	596		397		3.03	%
Total	$	1,733			$	1,733	$	1,350


(1)	Includes ~~$179~~$213 million of local currency bank borrowings in certain Central and Eastern European, South American, ~~African~~ and Asia Pacific countries at a weighted average interest rate of ~~11.60%~~22.11% as of ~~September 30, 2017.~~March 31, 2019.

In connection with Bunge entering into a definitive agreement to acquire a 70% ownership interest in IOI Loders Croklaan from IOI Corporation Berhad (the “Loders Acquisition”), on September 12, 2017, we entered into an unsecured $900 million term loan agreement. Following the completion of the offering of senior notes described below, effective as of September 25, 2017, we terminated the loan agreement. No funds had been drawn under the loan agreement as of the date of termination.

On September 25, 2017, we completed the sale and issuance of $400 million aggregate principal amount of 3.00% unsecured senior notes due September 25, 2022 and $600 million aggregate principal amount of 3.75% unsecured senior notes due September 25, 2027. The senior notes are fully and unconditionally guaranteed by Bunge Limited. The offering was made pursuant to a registration statement filed with the U.S. Securities and Exchange Commission. Interest on the senior notes is payable semi-annually in arrears in March and September of each year, commencing on March 25, 2018. The net proceeds of the offering were approximately $989 million after deducting underwriting commissions and offering expenses. We intend to use the net proceeds from this offering to fund the purchase price for the Loders Acquisition. Pending the closing of the Loders Acquisition, the net proceeds from the offering were used to repay outstanding indebtedness of Bunge.

The following table summarizes our short and long-term indebtedness:


(US$ in millions)	September 30, 2017			December 31, 2016			March 31, 2019			December 31, 2018
Short-term debt:⁽¹⁾							20
Short-term debt ⁽²⁾	$	1,021		$	257		$	1,733		$	750
Current portion of long-term debt	287			938			414			419
Total short-term debt	1,308			1,195			2,147			1,169

Long-term debt ^(3):

Revolving credit facilities expiry 2018	200			—
Revolving credit facility expiry 2020							100			500
Term loan due 2019 - three-month Yen LIBOR plus 0.75% (Tranche A)	253			243			257			258
Term loan due 2019 - fixed Yen interest rate of 0.96% (Tranche B)	53			51			54			54
Term loan due 2019 - three-month LIBOR plus 1.30% (Tranche C)	85			85			85			85
Revolving credit facility expiry 2022 ⁽⁴⁾	75			—
5.90% Senior Notes due 2017	—			250
3.20% Senior Notes due 2017	—			600
8.50% Senior Notes due 2019	600			600
3.50% Senior Notes due 2020	497			497			499			498
3.00% Senior Notes due 2022	397			—			397			397
1.85% Senior Notes due 2023 - Euro	945			843			899			916
4.35% Senior Notes due 2024							595			595
3.25% Senior Notes due 2026	694			694			695			695
3.75% Senior Notes due 2027	594			—			594			594
Other	140			144			60			30
Subtotal	4,533			4,007			4,235			4,622
Less: Current portion of long-term debt	(287		)	(938		)	(414		)	(419		)
Total long-term debt	4,246			3,069			3,821			4,203
Total debt	$	5,554		$	4,264		$	5,968		$	5,372


⁽¹⁾	Includes secured debt of $7$4 million and $7$9 million at ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, respectively.


⁽²⁾	Includes ~~$179~~$213 million and ~~$148~~$136 million of local currency bank borrowings in certain Central and Eastern European, South American, African and Asia-Pacific countries at a weighted average interest rate of ~~11.60%~~22.11% and ~~13.63%~~23.61% as of ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, respectively.


⁽³⁾	Includes secured debt of ~~$35~~$26 million and ~~$34~~$17 million at ~~September 30, 2017~~March 31, 2019 and December 31, ~~2016,~~2018, respectively.

⁽⁴⁾On September 6, 2017, Bunge entered into an amendment agreement to its unsecured $865 million Amended and Restated Credit Agreement, dated as of June 17, 2014, which extends the maturity date to September 6, 2022.

Credit Ratings — Bunge’s debt ratings and outlook by major credit rating agencies at ~~September 30, 2017~~March 31, 2019 was as follows:



	Short-term Debt (1)	Long-term Debt	Outlook
Standard & Poor’s	A-1	BBB	~~Stable~~Negative
Moody’s	P-1	~~Baa2~~Baa3	~~Negative~~Stable
Fitch	F1	~~BBB~~BBB-	Stable


(1)	Short-term debt 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 ~~September 30, 2017.~~March 31, 2019.

Trade Receivable Securitization Program - ~~Bunge and certain of its subsidiaries~~We participate in ~~$700 million~~a trade ~~receivables~~receivable securitization program (the "Program"), which provides us with an additional source of liquidity. The Program terminates on May 26, ~~2021. However,~~2021, however, each committed ~~purchaser’s~~purchaser's commitment to fund trade receivables sold under the Program ~~will terminate~~would have terminated on May 26, 2019 unless extended in accordance with the terms of the receivables transfer agreement. On February 19, 2019, we extended the committed purchasers' commitments to fund trade accounts receivables under the Program until May 26, 2020 and exercised a portion of the $300 million accordion feature under the Program to increase the aggregate size of the facility by $100 million to an aggregate of $800 million.

Equity

Total equity is set forth in the following table:


(US$ in millions)	September 30, 2017			December 31, 2016			March 31, 2019			December 31, 2018
Equity:
Convertible perpetual preference shares	$	690		$	690		$	690		$	690
Common shares	1			1			1			1
Additional paid-in capital	5,223			5,143			5,284			5,278
Retained earnings	8,214			8,208			8,045			8,059
Accumulated other comprehensive income	(5,662		)	(5,978		)	(7,000		)	(6,935		)
Treasury shares, at cost - 2017 and 2016 - 12,882,313 shares, respectively	(920		)	(920		)
Treasury shares, at cost - 2019 and 2018 - 12,882,313 shares							(920		)	(920		)
Total Bunge shareholders’ equity	7,546			7,144			6,100			6,173
Noncontrolling interest	204			199			204			205
Total equity	$	7,750		$	7,343		$	6,304		$	6,378

Total Bunge shareholders’ equity was ~~$7,546~~$6,100 million at ~~September 30, 2017~~March 31, 2019 compared to ~~$7,144~~$6,173 million at December 31, ~~2016.~~2018. The ~~increase~~decrease in shareholders’ equity during the three months ended March 31, 2019 was primarily due to $23 million of losses associated with hedging activities, $20 million cumulative translation ~~gains of $445 million~~loss and ~~$220 million net income attributable to Bunge for the nine months ended September 30, 2017. These increases were partially offset by~~ declared dividends to common and preferred shareholders of ~~$189~~$71 million and ~~$25~~$8 million, ~~respectively.~~respectively, partially offset by $45 million of net income attributable to Bunge.

Noncontrolling interest ~~increased~~decreased to $204 million at ~~September 30, 2017~~March 31, 2019 from ~~$199~~$205 million at December 31, ~~2016, primarily due to income attributable to our noncontrolling interest entities and the effect of currency translation, partially offset by dividends to noncontrolling interests.~~2018.

As of ~~September 30, 2017,~~March 31, 2019, we had ~~6,899,700~~6,899,683 of 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 ~~1.1640~~1.1995 Bunge Limited common shares, based on the conversion price of ~~$85.91~~$83.3696 per share, subject to certain additional anti-dilution adjustments (which represents ~~8,031,251~~8,276,170 Bunge Limited common shares at ~~September 30, 2017)~~March 31, 2019). 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 flows from operations vary 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 the purchase and sale of our inventories.

For the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2019, our cash and cash equivalents ~~decreased~~and restricted cash increased by ~~$545~~$76 million, ~~reflecting the net effect of cash flows from operating, investing and financing activities. This compares~~compared to a decrease of ~~$114~~$313 million in cash and cash equivalents and restricted cash for the ~~nine~~three months ended ~~September 30, 2016.~~

March 31, 2018.

Cash used for operating activities was ~~$302~~$402 million for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 compared to ~~cash provided by operating activities of $635~~$1,773 million for the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2018. Net cash outflows for operating activities was lower for the ~~nine~~three months ended ~~September 30, 2017, principally~~March 31, 2019, primarily due to ~~increased~~lower working capital requirements, the lower use of cash associated with beneficial interests in securitized trade receivables, and ~~lower~~higher net income ~~including adjustments for non-cash items,~~during 2019 compared to the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2018.

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 U.S. 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. Also, certain of our U.S. dollar functional operating subsidiaries outside the U.S. are partially funded with local currency borrowings, while the currency risk is hedged with local currency denominated assets. Local currency loans in U.S. dollar functional currency subsidiaries outside the U.S. are remeasured into U.S. ~~dollar~~dollars at the exchange rate aton the applicable balance sheet date. The resulting gain or loss is included in our condensed consolidated statements of income as foreign exchange gains or losses. For the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and ~~2016,~~2018, we recorded a foreign ~~exchange loss~~currency losses on our debt of ~~$28~~$37 million and ~~a loss of $115~~$33 million, respectively, which were included as adjustments to reconcile net income to cash used for operating activities in the line item “Foreign exchange ~~(gain)~~ loss on net debt” in our condensed consolidated statements of cash flows. This adjustment is required ~~because the cash flow impacts of~~as these ~~gains or~~ losses are non-cash items ~~and will represent~~that arise from financing activities ~~when the subsidiary repays the underlying debt~~ and therefore will have no impact on cash flows from operations.

Cash used for investing activities was ~~$1,234~~$41 million in the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 compared to ~~$667~~$707 million in the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2018. For the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2019, payments were made for capital expenditures of ~~$485~~$119 million, primarily related to upgrade and expansion of an export terminal in the U.S., replanting of sugarcane for our industrial sugar business, the expansion of one crushing facility in Brazil and upgrade of our crush facility in Italy. In addition, we acquired two oilseed processing plants in the Netherlands and France for $318 million, and an olive oil and seed oil producer in Turkey for $23 million, net of cash acquired. For the nine months ended September 30, 2016, payments made for capital expenditures were $488 million, primarily related to upgrade and expansion of an export terminal in the U.S., replanting of sugarcane for our industrial sugar business in Brazil, ~~and continued construction~~as well as other capital projects at various facilities. In addition, payments were made for investments of ~~a wheat milling facility~~$193 million, primarily related to deposits in ~~Brazil. We also had~~South America related to financial services, which were partially offset by proceeds from such investments of $37 million. Additionally, cash outflows of $51 million occurred in the three months ended March 31, 2019, primarily due to the settlement of Brazilian real denominated net investment hedges, as a result of ~~$210~~the depreciation of the Brazilian real relative to the U.S. dollar in 2019. Cash provided by investing activities was primarily associated with proceeds of $275 million from beneficial interests in securitized trade receivables. For the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2018, payments made for capital expenditures were $105 million, primarily related to replanting of sugarcane for our industrial sugar business in Brazil, as well as other capital projects at various facilities. In addition, we acquired Loders for $895 million, net of cash acquired and Minsa Corporation for $73 million, net of cash acquired. These payments were partially offset by proceeds of $662 million from beneficial interests in securitized trade receivables. In addition, payments were made for investments of $620 million, primarily related to deposits, treasuries and bonds in South America related to financial services, which were substantially offset by proceeds from such investments of $336 million.

Cash provided by financing activities was ~~$969~~$513 million in the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2019, compared to ~~cash used for financing activities of $102~~$2,174 million in the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2018. In the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2019, the net increase of ~~$1,152~~ $590

million in borrowings was primarily ~~reflected higher~~related to the funding of working capital needs, payments for investments and to ~~fund acquisitions and~~ finance capital expenditures. In addition, we paid dividends of ~~$207~~$79 million to our common shareholders and holders of our convertible preference shares. In the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2018, the net increase of $2,248 million in borrowings was primarily related to the funding of acquisitions, working capital needs and to finance capital expenditures. In addition, we paid dividends of ~~$191~~$73 million to our common shareholders and holders of our convertible preference shares. ~~Further, 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.~~

Off-Balance Sheet Arrangements

Guarantees - We have issued or were a party to the following guarantees at ~~September 30, 2017:~~March 31, 2019:


(US$ in millions)	Maximum Potential Future Payments		Maximum Potential Future Payments
Unconsolidated affiliates financing⁽¹⁾⁽²⁾	$	169
Unconsolidated affiliates guarantee⁽¹⁾⁽²⁾			$	310
Residual value guarantee⁽³⁾	227		264
Total	$	396	$	574

⁽¹⁾

We have issued guarantees to certain financial institutions related to debt of certain of our unconsolidated affiliates. The terms of the guarantees are equal to the terms of the related financings which have maturity dates ~~in 2017~~ through ~~2022.~~2034. There are no recourse provisions or collateral that would enable us to recover any amounts paid under these guarantees. ~~At September 30, 2017,~~In addition, one of our subsidiaries has guaranteed the obligations of two of its affiliates and in connection therewith has secured its guarantee obligations through a pledge of one of its affiliate's shares plus loans receivable from the affiliate to the financial institutions in the event that the guaranteed obligations are enforced. Based on the amounts drawn under such debt facilities at March 31, 2019, our potential liability was $147 million, and we have recorded noa $19 million obligation related to these guarantees.

⁽²⁾

We have issued guarantees to certain third parties related to performance of our unconsolidated affiliates. The ~~term~~terms of the guarantees are equal to the completion date of a port terminal which is expected to be completed in 2020. There are no recourse provisions or collateral that would enable us to recover any amounts paid under these guarantees. At ~~September 30, 2017, we recorded~~March 31, 2019, Bunge's maximum potential future payments under these guarantees was $64 million, and no obligation has been recorded related to these guarantees.

⁽³⁾

We have 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~~2019 through ~~2021.~~2024. At ~~September 30, 2017, our~~March 31, 2019, no obligation has been recorded ~~obligation~~ related to these ~~guarantees was $3 million.~~guarantees. Any obligation recorded would be recognized in Current operating lease obligations or Non-current operating lease obligations (see Note 4, Leases, to our condensed consolidated financial statements).

~~Bunge Limited has~~We have provided a guarantee 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 100% owned subsidiaries. At ~~September 30, 2017,~~March 31, 2019, debt with a carrying amount of ~~$5,229~~$5,302 million related to these guarantees is included in our condensed consolidated balance sheet. This debt includes the senior notes issued by two of our 100% owned finance subsidiaries, Bunge Limited Finance Corp. and Bunge Finance Europe B.V. There are largely no ~~significant~~ restrictions on the ability of Bunge Limited Finance Corp. and Bunge Finance Europe B.V. or any other of our subsidiaries to transfer funds to Bunge Limited.

Dividends

We paid a regular quarterly cash dividend of ~~$0.46~~$0.50 per share on ~~September 5, 2017~~March 4, 2019 to common shareholders of record on ~~August 22, 2017.~~February 19, 2019. In addition, we paid a quarterly dividend of $1.21875 per share on our cumulative convertible perpetual preference shares on ~~September~~March 1, ~~2017~~2019 to shareholders of record on ~~August~~February 15, ~~2017.~~2019. On ~~August 8, 2017,~~March 13, 2019, we announced that our Board of Directors had approved a regular quarterly cash dividend of ~~$0.46~~$0.50 per common share. The dividend will be payable on ~~December 4, 2017~~June 3, 2019 to common shareholders of record on ~~November~~May 20, ~~2017.~~2019. We also announced on ~~August 8, 2017~~March 13, 2019 that we will pay a quarterly cash dividend of $1.21875 per share on our cumulative convertible perpetual preference shares on ~~December~~June 1, ~~2017~~2019 to shareholders of record on ~~November~~May 15, ~~2017.~~2019.

Critical Accounting Policies and Estimates

Critical accounting policies are defined as those policies that are significant to our financial condition and results of operations and require management to exercise significant judgment. For a complete discussion of our accounting policies, see our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2018, filed with the Securities and Exchange Commission. There were no material changes to Bunge’s critical accounting policies during the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2019. For recent accounting pronouncements refer to Note 2 to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Risk Management

As a result of our global ~~operating, investing 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. ~~Our corporate risk management group analyzes and monitors various risk exposures globally.~~ Additionally, our Board of ~~Directors’~~Directors' Finance and Risk Policy Committee oversees our global market risk governance framework, including ~~all~~ risk management policies and limits.

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 ~~potential~~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, major financial institutions, 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 1112 to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q 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 forward cash contracts, as well as OTC derivative ~~instruments (including forward purchase and sale contracts).~~instruments. Credit and counterparty risk also includes sovereign credit risk. We actively monitor credit and counterparty risk through regular review of exposures and credit analysis by ~~the local~~regional credit ~~staff and~~teams, as well as review by ~~various local~~global and corporate committees which monitor ~~credit and~~ 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, exposure reporting, 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 ~~may limit new credit extensions~~have limited exposures and limits 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~~including: soybeans, soybean oil, soybean meal, palm oil, softseeds (including sunflower seed, rapeseed and canola) and related oil and meal derived from them, wheat, barley, shea nut, 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~~volumetric and value-at-risk ~~(“VaR”~~("VaR") limits. We measure and review our net commodities position on a daily basis. ~~Bunge~~We also ~~employs~~employ 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, and 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:


	Nine Months Ended September 30, 2017						Year Ended December 31, 2016						Three Months Ended March 31, 2019						Year Ended December 31, 2018
(US$ in millions)	Value			Market Risk			Value			Market Risk			Value			Market Risk			Value			Market Risk
Highest daily aggregated position value	$	685		$	(69	)	$	1,207		$	(121	)	$	405		$	(41	)	$	2,131		$	(213	)
Lowest daily aggregated position value	$	(711	)	$	(71	)	$	(682	)	$	(68	)	$	(673	)	$	(67	)	$	(624	)	$	(62	)

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 condensed 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. We produce ethanol as part of our sugar milling operations and we also refine and produce biofuels. 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.~~costs and market prices. These energy derivatives are included in other current assets and other current liabilities on the condensed 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,~~Euro 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 ~~September 30, 2017~~March 31, 2019 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 determination of net income and recorded as a component of accumulated other comprehensive income (loss) in the condensed consolidated balance sheets. Included in other comprehensive income (loss) are foreign exchange losses of ~~$101~~$13 million for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2019 and foreign exchange losses of ~~$257~~$344 million for the year ended December 31, ~~2016~~2018 related to permanently invested intercompany loans.

We have significant operations in Argentina and, up until June 30, 2018, had utilized the official exchange rate of the Argentine peso published by the Argentine government for its commercial transactions and re-measurement purposes of financial statements. Argentina has experienced negative economic trends, as evidenced by multiple periods of increasing inflation rates, devaluation of the peso, and increasing borrowing rates, requiring the Argentine government to take mitigating actions. During the second quarter of 2018, it was determined that Argentina's economy should be considered highly inflationary, and as such, beginning on July 1, 2018, our Argentine subsidiaries changed their functional currency to the U.S. Dollar. This change in functional currency did not have a material impact on our consolidated financial statements.

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 ~~September 30, 2017,~~March 31, 2019, was ~~$5,735~~$5,984 million with a carrying value of ~~$5,554~~$5,968 million. There was no significant change in our interest rate risk at ~~September 30, 2017.~~March 31, 2019.

A hypothetical 100 basis point increase in the interest yields on our senior note debt at ~~September 30, 2017~~March 31, 2019 would result in a decrease of approximately ~~$83~~$62 million in the fair value of our debt. Similarly, a decrease of 100 basis points in the interest yields on our debt at ~~September 30, 2017~~March 31, 2019 would cause an increase of approximately ~~$83~~$66 million in the fair value of our debt.

A hypothetical 1% change in LIBOR would result in a change of approximately ~~$37~~$45 million in our interest expense on our variable rate debt at ~~September 30, 2017.~~March 31, 2019. 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.


ITEM 4.	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 ~~September 30, 2017,~~March 31, 2019, 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 defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of the end of the period covered by this Quarterly Report on Form 10-Q. 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 period covered by this Quarterly Report on Form 10-Q.

Internal Controls Over Financial Reporting - There have been no changes in the Company’s internal controls over financial reporting during the ~~third~~first quarter ended ~~September 30, 2017,~~March 31, 2019, that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

As part of the GCP (see Note 3 - Global Competitiveness Program, to our condensed consolidated financial statements), the Company is simplifying organizational structures, streamlining processes and consolidating back office functions globally. In connection with this initiative, the Company has and will continue to align and streamline the design and operation of its internal controls over financial reporting. This initiative is not in response to any identified deficiency or weakness in the Company’s internal controls over financial reporting, but is expected, over time, to result in changes to the Company's internal controls over financial reporting.

PART II.

INFORMATION


ITEM 1.	LEGAL PROCEEDINGS

From time to time, we are involved in litigation ~~that we consider to be ordinary~~ and other claims, investigations and proceedings incidental to our business. While the outcome of ~~pending legal actions~~these matters cannot be predicted with certainty, we believe the outcome of these proceedings, net of established reserves, will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.

For a discussion of certain legal and tax matters relating to Argentina and Brazil, see ~~Notes 9 and 15~~Note 16 to our condensed consolidated financial statements included as part of this Quarterly Report on Form 10-Q. Additionally, we are a party to a large number of labor and civil and other claims relating to our Brazilian operations. We have reserved an aggregate of ~~$90~~$68 million and ~~$73~~$66 million, for labor and civil claims, respectively, as of ~~September 30, 2017.~~March 31, 2019. 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 95128 million Brazilian reais (approximately ~~$30~~$33 million as of ~~September 30, 2017)~~March 31, 2019) related to a legacy environmental claim in Brazil.


ITEM 1A.	RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our ~~2016~~2018 Annual Report on Form 10-K, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.


ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.


ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 4.	MINE SAFETY DISCLOSURES

Not applicable.


ITEM 5.	OTHER INFORMATION

To enhance retention and align with market practice, on November 1, 2017, the Company entered into executive change of control severance agreements (the “agreements”) with its executive officers, including the named executive officers identified in the Company’s proxy statement (other than Soren Schroder, the Company’s Chief Executive Officer, whose existing employment agreement contains a change of control provision).

The agreements, which reflect a double trigger change of control provision, provide for cash severance benefits if the executive’s employment is terminated by the Company without “cause” or by the individual for “good reason,” in each case before the second anniversary of a “change of control” of the Company, as those terms are defined in the agreements. The agreements provide that, upon a qualifying termination, the executive would be entitled to a lump sum payment equal to (i) 24 months of the executive’s base salary in effect immediately prior to the termination date, and (ii) an amount equal to two times the executive’s annual target bonus for the year in which the termination occurs.

In addition, the executive will be entitled to receive accelerated vesting of all outstanding equity awards, with any stock options remaining exercisable for the remainder of their full term, and with unvested performance-based equity awards deemed vested at the greater of (i) actual performance or (ii) target levels with respect to performance goals or other vesting criteria.

The agreements provide that the Company’s obligations to pay severance benefits under the agreements is subject to the execution by the executive of a general release of claims against the Company and contain an 18-month non-competition covenant. The agreements do not provide for a tax gross-up.

The foregoing is a summary of the terms of the change of control agreements and does not purport to be complete. This summary is qualified in its entirety by reference to the form of change of control agreement filed as an exhibit to this Quarterly Report on Form 10-Q.None


ITEM 6.	EXHIBITS

(a) The exhibits in the accompanying Exhibit Index on page E-1 are filed or furnished as part of this Quarterly Report.

EXHIBIT INDEX



31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002

31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002

32.1*		Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

32.2*		Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

10.1		Employment Agreement, dated April 25, 2019, between Bunge Limited and Gregory A. Heckman (incorporated by reference from the Company’s Current Report on Form 8-K filed on April 26, 2019).

101		The following financial information from Bunge Limited’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Changes in Equity and Redeemable Noncontrolling Interests, and (vi) the Notes to the Condensed Consolidated Financial Statements.*


*	Filed herewith.

E-1

SIGNATURES

Pursuant to the requirements 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


Date: ~~November 1, 2017~~May 8, 2019	By:	/s/ Thomas M. Boehlert
		Thomas M. Boehlert
		Chief Financial Officer


		/s/ J. Matt Simmons, Jr.
		J. Matt Simmons, Jr.
		Controller and Principal Accounting Officer

~~EXHIBIT INDEX~~



~~10.1~~		~~Form of Executive Change of Control Agreement.~~

~~31.1~~		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002

~~31.2~~		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002

~~32.1~~		~~Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002~~

~~32.2~~		~~Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002~~

~~101~~		The following financial information from Bunge Limited’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Changes in Equity and Redeemable Noncontrolling Interests, and (vi) the Notes to the Condensed Consolidated Financial Statements.*


*	~~Filed herewith.~~

~~E-1~~



	Three Months Ended September 30, 2016
(US$ in millions)	Derivatives, Net			Readily Marketable Inventories			Trade Accounts Receivable/ Payable, Net			Total
Balance, July 1, 2016	$	127		$	917		$	(188	)	$	856
Total gains and (losses), realized/unrealized included in cost of goods sold	(120		)	12			7			(101		)
Purchases	—			171			(8		)	163
Sales	—			(517		)	—			(517		)
Issuances	—			—			—			—
Settlements	(37		)	—			95			58
Transfers into Level 3	(5		)	208			—			203
Transfers out of Level 3	(1		)	(499		)	51			(449		)
Balance, September 30, 2016	$	(36	)	$	292		$	(43	)	$	213



	Nine Months Ended September 30, 2017
(US$ in millions)	Derivatives, Net			Readily Marketable Inventories			Trade Accounts Receivable/ Payable, Net			Total
Balance, January 1, 2017	$	(51	)	$	237		$	(44	)	$	142
Total gains and losses (realized/unrealized) included in cost of goods sold	(36		)	95			9			68
Purchases	8			1,376			(460		)	924
Sales	—			(1,472		)	—			(1,472		)
Issuances	(8		)	—			—			(8		)
Settlements	70			—			305			375
Transfers into Level 3	(8		)	503			(59		)	436
Transfers out of Level 3	22			(170		)	—			(148		)
Balance, September 30, 2017	$	(3	)	$	569		$	(249	)	$	317



	Three Months Ended
(US$ in millions)	Derivatives, Net			Readily Marketable Inventories			Trade Accounts Receivable and Payable, Net			Total
Changes in unrealized gains and (losses) relating to assets and liabilities held at September 30, 2017
Cost of goods sold	$	(2	)	$	11		$	(3	)	$	6
Changes in unrealized gains and (losses) relating to assets and liabilities held at September 30, 2016
Cost of goods sold	$	(127	)	$	(12	)	$	2		$	(137	)



	Nine Months Ended
(US$ in millions)	Derivatives, Net			Readily Marketable Inventories			Trade Accounts Receivable and Payable, Net		Total
Changes in unrealized gains and (losses) relating to assets and liabilities held at September 30, 2017
Cost of goods sold	$	(6	)	$	(19	)	$	3	$	(22	)
Changes in unrealized gains and (losses) relating to assets and liabilities held at September 30, 2016
Cost of goods sold	$	9		$	(26	)	$	1	$	(16	)



Notional Amount of Hedged Obligation		Notional Amount of Derivative		Maturity Date	Payment Weighted Average Rate Payable	Fixed Rate Receivable
$	500	$	500	November 24, 2020	3 month LIBOR plus 1.91%	3.50	%
€	800	€	800	June 16, 2023	6 month EURIBOR plus 1.64%	1.85	%
$	550	$	550	August 15, 2026	3 month LIBOR plus 1.12%	3.25	%



	September 30, 2017
	Exchange Traded
	Net (Short)			Non-exchange Traded					Unit of
(US$ in millions)	& Long			(Short)			Long		Measure
Foreign Exchange
Options	$	—		$	(368	)	$	430	Delta
Forwards	—			(10,824		)	10,548		Notional
Futures	(10		)						Notional
Swaps	—			(552		)	593		Notional



		Gain or (Loss) Recognized in Income on Derivative Instruments
		Nine Months Ended September 30,
(US$ in millions)	Location	2017			2016
Designated Derivative Contracts:
Interest Rate	Interest expense	$	11		$	3
Total		$	11		$	3
Undesignated Derivative Contracts:
Interest Rate	Interest income (expense)	$	—		$	(4	)
Foreign Exchange	Foreign exchange gains (losses)	82			262
Foreign Exchange	Cost of goods sold	62			646
Commodities	Cost of goods sold	514			(531		)
Freight	Cost of goods sold	4			(1		)
Energy	Cost of goods sold	(6		)	12
Total		$	656		$	384



	Nine Months Ended September 30, 2017
	Notional		Gain or (Loss) Recognized in Accumulated			Gain or (Loss) Reclassified from Accumulated OCI into Income (1)			Gain or (Loss) Recognized in Income on Derivatives
(US$ in millions)	Amount		OCI (1)			Location	Amount		Location	Amount (2)
Cash Flow Hedge:
Foreign exchange ⁽³⁾	$	339	$	15		Foreign exchange gains (losses)	$	27	Foreign exchange gains (losses)	$	—
Total	$	339	$	15			$	27		$	—

Net Investment Hedge:
Foreign currency denominated debt (4)	$	786	$	(101	)	Foreign currency denominated debt	$	—	Foreign currency denominated debt	$	—
Foreign exchange ⁽³⁾	516		(21		)	Foreign exchange gains (losses)	—		Foreign exchange gains (losses)	—
Total	$	1,302	$	(122	)		$	—		$	—



Cost of goods sold:
Agribusiness	$	(23,141	)	$	(20,831	)
Edible oil products	(5,518		)	(4,642		)
Milling products	(1,014		)	(1,031		)
Sugar and Bioenergy	(2,974		)	(2,433		)
Fertilizer	(237		)	(237		)
Total	$	(32,884	)	$	(29,174	)

Gross profit:
Agribusiness	$	696		$	1,039
Edible oil products	359			316
Milling products	155			212
Sugar and Bioenergy	78			108
Fertilizer	17			31
Total	$	1,305		$	1,706

Selling, general and administrative expenses:
Agribusiness	$	(585	)	$	(511	)
Edible oil products	(258		)	(238		)
Milling products	(103		)	(97		)
Sugar and Bioenergy	(87		)	(80		)
Fertilizer	(13		)	(15		)
Total	$	(1,046	)	$	(941	)

Foreign exchange gains (losses):
Agribusiness	$	93		$	13
Edible oil products	4			(2		)
Milling products	(1		)	(5		)
Sugar and Bioenergy	10			5
Fertilizer	2			(2		)
Total	$	108		$	9

Noncontrolling interest losses (gains):
Agribusiness	$	(3	)	$	(13	)
Edible oil products	(5		)	(5		)
Milling products	—			—
Sugar and Bioenergy	—			—
Fertilizer	(2		)	(2		)
Total	$	(10	)	$	(20	)

Other income (expense) - net:
Agribusiness (1)	$	28		$	5
Edible oil products	(1		)	(4		)
Milling products	(2		)	(3		)
Sugar and Bioenergy	(1		)	(13		)
Fertilizer	—			1
Total	$	24		$	(14	)



(US$ in millions)	Outstanding Balance at Quarter End		Weighted Average Interest Rate at Quarter End (1)		Highest Balance Outstanding During Quarter (1)		Average Balance During Quarter (1)		Weighted Average Interest Rate During Quarter (1)
Bank borrowings	$	1,021	3.59	%	$	1,450	$	1,298	3.06	%
Commercial paper	—		—		595		273		1.42	%
Total	$	1,021	3.59	%	$	2,045	$	1,571	2.78	%