Ingredion Inc (INGR) FY 2024 MD&A
This page reproduces the company's own Item 7 MD&A text from the linked SEC filing. It is filer text, not grepcent analysis, scoring, or investment advice.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Unless otherwise indicated or the context otherwise requires, as used in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the terms “the Company,” “Ingredion,” “we,” “us,” and “our” and similar terms refer to Ingredion Incorporated and its consolidated subsidiaries. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the Consolidated Financial Statements and related notes included elsewhere in this report. This discussion contains forward-looking statements that are subject to numerous risks and uncertainties. Actual results may differ materially from those contained in any forward-looking statements. See “Forward-Looking Statements” above.
Overview
We are a leading global ingredient solutions provider who transforms grains, fruits, vegetables and other plant-based materials into value-added ingredient solutions for the food, beverage, animal nutrition, brewing and industrial markets. Our innovative ingredient solutions help customers stay on trend with simple ingredients and other in-demand ingredients.
While we identify the impacts of divestitures, acquisitions and investments, including investments in joint ventures that we account for as equity method investments, on our results, our discussion below also addresses results of operations excluding those impacts, where appropriate, to provide a more comparable and meaningful analysis.
Results of Operations
We have operations in three reportable business segments: Texture & Healthful Solutions, Food & Industrial Ingredients - LATAM and Food & Industrial Ingredients - U.S./Canada. In addition, we group operating segments that are not individually or collectively classified as a reportable segment as “All Other.”
Fluctuations in foreign currency exchange rates affect the U.S. dollar amounts of our foreign subsidiaries’ net sales and expenses. For most of our foreign subsidiaries, the local foreign currency is the functional currency. Accordingly, net sales and expenses denominated in the functional currencies of these subsidiaries are translated into U.S. dollars at the applicable average exchange rates for the period.
Our business performed well and remained resilient throughout fiscal year 2024. Our net income and diluted earnings per share increased in fiscal year 2024 compared to fiscal year 2023. For 2024, net sales decreased 9 percent to $7.4 billion from $8.2 billion for 2023. The decrease in net sales was primarily due to unfavorable price mix, including the pass through of lower corn costs, reduced net sales from the sale of our South Korea business, which closed on February 1, 2024, and foreign exchange impacts, partially offset by T&HS favorable volumes. Our operating income of $883 million for 2024 decreased by 8 percent from operating income of $957 million for 2023. The decrease in operating income was primarily due to impairment charges for the cessation of operations at our Vanscoy, Canada; Goole, United Kingdom; and Alcantara, Brazil manufacturing facilities. Net income attributable to Ingredion for 2024 was $647 million, or $9.71 diluted earnings per share, which represented an increase of 1 percent from $643 million, or $9.60 diluted earnings per share, for 2023. The increase in net income and diluted earnings per share was primarily drive by the above in addition to lower financing costs, partially offset by a higher effective tax rate for 2024.
For the Year Ended December 31, 2024
With Comparatives for the Year Ended December 31, 2023
Net sales. Net sales decreased 9 percent to $7.4 billion for 2024 compared to $8.2 billion for 2023. The decrease in net sales was driven by lower price mix, including the pass through of lower corn costs, reduced net sales from the sale of our South Korea business, which closed on February 1, 2024, and foreign exchange impacts, partially offset by T&HS favorable volumes.
Cost of sales. Cost of sales decreased 12 percent to $5.6 billion for 2024 compared to $6.4 billion for 2023. The decrease in cost of sales primarily reflected lower corn input costs, reduced costs from the sale of our South Korea business, and were partially offset by input costs for higher volumes. Our gross profit margin increased to 24 percent in 2024 compared to 21 percent in 2023. The increase in gross profit margin was driven by favorable raw material and lower input costs.
26
Table of Contents
Operating expenses. Operating expenses decreased 1 percent to $782 million for 2024 compared to $789 million for 2023. Operating expenses as a percentage of net sales was 11 percent in 2024 and 10 percent in 2023.
Other operating (income) expense, net. Other operating (income) expense, net was $1 million of income for 2024 compared to $8 million of income for 2023. Both 2024 and 2023 income were primarily attributable to our share of income in our Argentina joint venture.
Restructuring/impairment charges. Restructuring and impairment charges increased to $127 million for 2024 from $11 million for 2023, which primarily reflected impairment charges related to the cessation of operations at our Vanscoy, Canada, Goole, United Kingdom, and Alcantara, Brazil manufacturing facilities. The 2023 charges were primarily related to impairments of our equity method investments.
Financing costs. Financing costs decreased 66 percent to $39 million for 2024 compared to $114 million for 2023. The decrease was primarily due to the pay down of borrowings outstanding under our commercial paper program, as well as foreign exchange impacts.
Net gain on sale of business. Net gain on sale of business was $90 million for 2024 to reflect the sale of our South Korea business. There was no such gain recorded in 2023.
Provision for income taxes. Our effective income tax rates were 29.8 percent for 2024 and 22.4 percent for 2023. The increase in the effective tax rate was primarily driven by the change in value of the Mexican peso against the U.S. dollar, an unfavorable legal judgement and related reserve on transfer pricing matters, the elimination of certain tax incentives in Brazil, and a valuation allowance on investments. These impacts were partially offset by favorable tax treatment on the sale of our South Korea business.
Net income attributable to non-controlling interests. Net income attributable to non-controlling interests decreased to $7 million for 2024 from $8 million for 2023.
Net Income attributable to Ingredion. Net income attributable to Ingredion for 2024 increased to $647 million from $643 million for 2023. The increase in net income was primarily due to reduced financing costs and gain from the sale of our South Korea business, partially offset by restructuring and impairment charges.
Texture & Healthful Solutions
Net sales. T&HS net sales decreased 4 percent to $2,366 million for 2024 from $2,460 million for 2023. The decrease was primarily driven by unfavorable price mix and negative foreign exchange impacts, partially offset by increased volumes.
Operating income. T&HS operating income decreased 11 percent to $350 million for 2024 from $394 million for 2023. The decrease was driven by unfavorable price mix and the carry-forward of higher cost inventory from 2023, partially offset by improved volumes.
Food & Industrial Ingredients - LATAM
Net sales. F&II - LATAM net sales decreased 7 percent to $2,450 million for 2024 from $2,633 million for 2023. The decrease was primarily driven by lower price mix.
Operating income. F&II - LATAM operating income increased 7 percent to $483 million for 2024 from $452 million for 2023. The increase was driven by lower input costs in Mexico and Brazil.
Food & Industrial Ingredients - U.S./Canada
Net sales. F&II - U.S./Canada net sales decreased 8 percent to $2,155 million for 2024 from $2,335 million for 2023. The decrease was primarily driven by lower price mix.
Operating income. F&II - U.S./Canada operating income increased 25 percent to $373 million for 2024 from $298 million for 2023. The increase was primarily driven by favorable catch-up pricing under multi-year contracts. The increase also reflected lower raw material costs, partially offset by price mix attributable to pass through of lower corn costs.
27
Table of Contents
All Other
Net sales. All Other net sales decreased 37 percent to $459 million for 2024 from $732 million for 2023. The decrease was primarily due to the sale of our South Korea business on February 1, 2024.
Operating income (loss). All Other operating (loss) increased to $(22) million for 2024 compared to $(2) million for 2023. The increase was primarily driven by the sale of our South Korea business.
For the Year Ended December 31, 2023
With Comparatives for the Year Ended December 31, 2022
A discussion of the year-over-year comparison of results for 2023 and 2022 is not included in this report and can be found in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in Ingredion’s annual report on Form 10-K for the fiscal year ended December 31, 2023.
Liquidity and Capital Resources
As of December 31, 2024, we had total available liquidity of $2.6 billion. Domestic liquidity of $1.5 billion consisted of $548 million in cash and cash equivalents and $1.0 billion available through our commercial paper program that had no outstanding borrowings as of December 31, 2024. The commercial paper program is backed by $1.0 billion of borrowing availability under a five-year revolving credit agreement that we entered on June 30, 2021, as described below.
As of December 31, 2024, we had international liquidity of $1.1 billion, consisting of $449 million of cash and cash equivalents and $11 million of short-term investments held by our operations outside the U.S., as well as $622 million of unused operating lines of credit in foreign countries where we operate. As the parent company, we guarantee certain obligations of our consolidated subsidiaries. As of December 31, 2024, our guarantees aggregated $35 million. We believe that those consolidated subsidiaries will be able to meet their financial obligations as they become due.
Our revolving credit agreement, which is for an unsecured revolving credit facility in an aggregate principal amount of $1.0 billion outstanding at any time, will mature on June 30, 2026. Loans under the facility accrue interest at a per annum rate equal, at our option, to either a specified Secured Overnight Financing Rate (“SOFR”) plus an applicable margin, or a base rate (generally determined according to the highest of the prime rate, the federal funds rate or the specified SOFR plus 1.00 percent) plus an applicable margin. The revolving credit agreement contains customary affirmative and negative covenants that, among other matters, specify customary reporting obligations, and that, subject to exceptions, restrict the incurrence of additional indebtedness by our subsidiaries, the incurrence of liens and the consummation of certain mergers, consolidations and sales of assets. We are subject to compliance, as of the end of each quarter, with a maximum leverage ratio of 3.5 to 1.0 and a minimum ratio of consolidated EBITDA (as defined for purposes of the revolving credit agreement) to consolidated net interest expense of 3.5 to 1.0, with each financial covenant calculated for the most recently completed four-quarter period. As of December 31, 2024, we were in compliance with these financial covenants.
Our commercial paper program allows us to issue senior unsecured notes of short maturities up to a maximum aggregate principal amount of $1.0 billion outstanding at any time. The notes may be sold from time to time on customary terms in the U.S. commercial paper market. We intend to continue using the note proceeds for general corporate purposes. During 2024, the average amount of commercial paper outstanding was $31 million with a weighted average interest rate of 5.51 percent over a weighted average maturity of eight days. As of December 31, 2024, no commercial paper was outstanding. The amount of commercial paper outstanding under this program in 2025 is expected to fluctuate.
As of December 31, 2024, we had total debt outstanding of $1.8 billion. Our outstanding debt consists primarily of senior notes under which repayment will commence in 2026 through 2050. In 2023, we paid in full without penalty the $200 million principal outstanding on our term loan that was due on December 16, 2024. The weighted average interest rate on our total indebtedness was 4.02 percent for 2024 and 4.50 percent for 2023.
The principal source of our liquidity is our internally generated cash flow, which we supplement as necessary with our ability to borrow under our credit facilities and to raise funds in the capital markets. We currently expect that our available cash balances, future cash flow from operations, proceeds from divestitures, access to debt markets and borrowing capacity under our revolving credit facility and commercial paper program will provide us with sufficient liquidity to fund our anticipated capital expenditures, dividends and other operating, investing and financing activities for at least the next twelve months and for the foreseeable future thereafter. Our future cash flow needs will depend on many factors, including
28
Table of Contents
our rate of revenue growth, cost of raw materials, changing working capital requirements, the timing and extent of our expansion into new markets, the timing of introductions of new products, potential or agreed acquisitions of or investments in complementary businesses and technologies, continuing market acceptance of our new products, and general economic and market conditions. We may need to raise additional capital or incur indebtedness to fund our needs for less predictable strategic initiatives, such as acquisitions.
Net Cash Flows
Our cash provided by operating activities increased to $1,436 million in 2024 from $1,057 million in 2023. The increase in cash provided by operating activities was primarily due to changes in working capital, which excluded net assets and net liabilities we classified as held for sale. Cash provided by working capital increased to $417 million in 2024, as compared to cash provided by working capital of $77 million in 2023. This increase in cash provided by working capital was primarily due to decreases in inventory and trade accounts receivable.
Our cash used for investing activities decreased to $47 million in 2024 from $329 million in 2023, primarily due to the proceeds from the sale of our South Korea business of $255 million, partially offset by decreased capital expenditures in 2024. In 2024, we used $301 million of cash for capital expenditures and mechanical stores purchases to update, expand and improve our facilities, compared to $316 million we used in 2023 for the same purposes. Capital investment commitments for 2025 are anticipated to be approximately $450 million.
We used $765 million of cash for financing activities in 2024 compared to cash used for financing activities of $569 million in 2023. The difference includes a net $264 million reduction of our commercial paper borrowings during 2024. Cash used for financing activities also includes cash dividends that we pay to our common stockholders of record on a quarterly basis. Dividends paid, including those to non-controlling interests, increased 8 percent to $210 million during 2024 from $194 million during 2023. The increase was due to an increase in our quarterly dividend rate per share of common stock, which typically occurs during the third quarter of each fiscal year. During 2024, we also repurchased 1.7 million outstanding shares of our common stock in open market transactions at a net cost of $216 million.
We have not provided foreign withholding taxes, state income taxes and federal and state taxes on foreign currency gains/losses on accumulated undistributed earnings of certain foreign subsidiaries because these earnings are considered to be permanently reinvested. It is not practicable to determine the amount of the unrecognized deferred tax liability related to the undistributed earnings. We do not anticipate the need to repatriate funds to the U.S. to satisfy domestic liquidity needs arising in the ordinary course of business, including liquidity needs associated with our domestic debt service requirements.
Key Financial Performance Metrics
We use certain key financial performance metrics to monitor our progress towards achieving our long-term strategic business objectives. These metrics relate to our ability to drive profitability, create value for stockholders and monitor our financial leverage. We assess whether we are achieving our profitability and value creation objectives by measuring our Adjusted Return on Invested Capital (“Adjusted ROIC”). We monitor our financial leverage by regularly reviewing our ratio of net debt to adjusted earnings before interest, taxes, depreciation and amortization (“Net Debt to Adjusted EBITDA”). We believe these metrics provide valuable information to help us run our business and are useful to investors.
The metrics Adjusted ROIC and Net Debt to Adjusted EBITDA include certain financial measures (Adjusted operating income, net of tax, and Adjusted EBITDA) that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). We also have presented below the most comparable financial measures calculated using components determined in accordance with GAAP. Management uses these non-GAAP financial measures internally for strategic decision-making, forecasting future results and evaluating current performance. Management believes that the non-GAAP financial measures provide a more consistent comparison of our operating results and trends for the periods presented. These non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP and reflect an additional way of viewing aspects of our operations that, when viewed with our GAAP results, provides a more complete understanding of factors and trends affecting our business. The non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP.
In accordance with our long-term strategy, we set certain objectives relating to these key financial performance metrics that we strive to meet. We cannot provide assurance, however, that we will continue to meet our financial performance metric targets. See Item 1A. Risk Factors and Item 7A. Quantitative and Qualitative Disclosures About Market Risk for a
29
Table of Contents
discussion of factors that could affect our ability to meet those targets. The objectives reflect our current aspirations in light of our present plans and existing circumstances. We may change these objectives from time to time to address new opportunities or changing circumstances as appropriate to meet our long-term needs and those of our stockholders.
A reconciliation of non-GAAP historical financial measures to the most comparable GAAP measure is presented below.
Adjusted ROIC
Adjusted ROIC is a financial performance ratio not defined under GAAP, and it should be considered in addition to, and not as a substitute for, GAAP financial measures. We define Adjusted ROIC as Adjusted operating income, net of tax, divided by average end-of-year balances for current year and prior year Total net debt and equity. Similarly named measures may not be defined and calculated by other companies in the same manner. We believe Adjusted ROIC is meaningful to investors as it focuses on profitability and value-creating potential, taking into account the amount of capital invested. The most comparable measure calculated using components determined in accordance with GAAP is ROIC, which we define as Net income, divided by average end-of-year balances for current year and prior year Total net debt and equity, as shown in the following table.
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| Return on Invested Capital ratio (dollars in millions) | 2024 | 2023 | |||||
| Net income (a) | $ | 654 | $ | 651 | |||
| Adjusted for: | |||||||
| Provision for income taxes | 277 | 188 | |||||
| Other non-operating expense | 3 | 4 | |||||
| Financing costs | 39 | 114 | |||||
| Restructuring and resegmentation charges (i) | 18 | 1 | |||||
| Net gain on sale of business (ii) | (90) | — | |||||
| Other matters (iii) | 6 | 1 | |||||
| Impairment charges (iv) | 109 | 10 | |||||
| Income taxes (at effective rates of 26.4% and 24.9%) (iv) | (268) | (241) | |||||
| Adjusted operating income, net of tax (b) | 748 | 728 | |||||
| Short-term debt | 44 | 448 | |||||
| Long-term debt | 1,787 | 1,740 | |||||
| Less: Cash and cash equivalents | (997) | (401) | |||||
| Short-term investments | (11) | (8) | |||||
| Total net debt | 823 | 1,779 | |||||
| Share-based payments subject to redemption | 60 | 55 | |||||
| Total redeemable non-controlling interests | 7 | 43 | |||||
| Total equity | 3,823 | 3,552 | |||||
| Total net debt and equity | $ | 4,713 | $ | 5,429 | |||
| Average current and prior year Total net debt and equity (c) | $ | 5,071 | $ | 5,468 | |||
| Return on Invested Capital (a ÷ c) | 12.9 | % | 11.9 | % | |||
| Adjusted Return on Invested Capital (b ÷ c) | 14.8 | % | 13.3 | % |
_____________________
(i)In 2024, we recorded $18 million of pre-tax restructuring and resegmentation charges primarily related to restructuring activities that occurred during the year and the resegmentation of the business that was effective January 1, 2024. In 2023, we recorded $1 million of pre-tax restructuring charges primarily related to the sale of our South Korea business.
(ii)In 2024, we recorded a pre-tax gain of $90 million on the sale of our South Korea business.
30
Table of Contents
(iii)This amount primarily related to tornado damage incurred at a U.S. warehouse in 2024. In 2023, we recorded pre-tax charges of $5 million primarily related to the impacts of a U.S.-based work stoppage, which was partially offset by $4 million of insurance recoveries.
(iv)In 2024, we recorded $109 million of pre-tax impairment charges that primarily related to our plans to cease operations at our Vanscoy, Canada, Alcantara, Brazil, and Goole, United Kingdom manufacturing facilities, and impairment charges on our equity method investments. In 2023, we recorded pre-tax charges of $10 million primarily related to impairment charges on our equity method investments.
(v)The effective income tax rate was 26.4 percent for 2024 and 24.9 percent for 2023.
| Year Ended | Year Ended | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 | December 31, 2023 | |||||||||||||||||||
| (dollars in millions) | Income before Income Taxes | Provision for Income Taxes | Effective Income Tax Rate | Income before Income Taxes | Provision for Income Taxes | Effective Income Tax Rate | ||||||||||||||
| As reported | $ | 931 | $ | 277 | 29.8% | $ | 839 | $ | 188 | 22.4% | ||||||||||
| Adjustments: | ||||||||||||||||||||
| Restructuring and resegmentation charges | 18 | 5 | 1 | — | ||||||||||||||||
| Net gain on sale of business | (90) | (4) | — | — | ||||||||||||||||
| Other matters | 6 | 1 | 1 | — | ||||||||||||||||
| Impairment charges | 109 | — | 10 | 3 | ||||||||||||||||
| Other tax matters | — | (4) | — | 6 | ||||||||||||||||
| Tax item-Mexico | — | (18) | — | 15 | ||||||||||||||||
| Adjusted non-GAAP | $ | 974 | $ | 257 | 26.4% | $ | 851 | $ | 212 | 24.9% |
Our long-term objective is to maintain an Adjusted ROIC in excess of 10.0 percent. For 2024, we achieved an Adjusted ROIC of 14.8 percent as compared to 13.3 percent for 2023.
Net Debt to Adjusted EBITDA
Net Debt to Adjusted EBITDA is a financial performance ratio that is not defined under GAAP, and should be considered in addition to, and not as a substitute for, GAAP financial measures. We define this measure as Short-term and Long-term debt less Cash and cash equivalents and Short-term investments, divided by Adjusted EBITDA. Similarly named measures may not be defined and calculated by other companies in the same manner. We believe Total net debt to Adjusted EBITDA is meaningful to investors as it focuses on our leverage on a comparable Adjusted EBITDA basis and helps investors better understand the time required to pay back our outstanding debt. The most comparable ratio calculated using components determined in accordance with GAAP is Total net debt to Income before income taxes, calculated as Short-term and Long-term debt less Cash and cash equivalents and Short-term investments, divided by Income before income taxes, as shown in the following table.
31
Table of Contents
| As of December 31, | |||||||
|---|---|---|---|---|---|---|---|
| Net Debt to Adjusted EBITDA ratio (dollars in millions) | 2024 | 2023 | |||||
| Short-term debt | $ | 44 | $ | 448 | |||
| Long-term debt | 1,787 | 1,740 | |||||
| Less: Cash and cash equivalents | (997) | (401) | |||||
| Short-term investments | (11) | (8) | |||||
| Total net debt (a) | 823 | 1,779 | |||||
| Income before income taxes (b) | 931 | 839 | |||||
| Adjusted for: | |||||||
| Depreciation and amortization | 214 | 219 | |||||
| Financing costs | 39 | 114 | |||||
| Other non-operating expense | 3 | 4 | |||||
| Restructuring and resegmentation costs (i) | 18 | 2 | |||||
| Net gain on sale of business (ii) | (90) | — | |||||
| Other matters (iii) | 6 | 1 | |||||
| Impairment charges (iv) | 109 | 10 | |||||
| Adjusted EBITDA (c) | $ | 1,230 | $ | 1,189 | |||
| Net Debt to Income before income tax ratio (a ÷ b) | 0.9 | 2.1 | |||||
| Net Debt to Adjusted EBITDA ratio (a ÷ c) | 0.7 | 1.5 |
_____________________
(i)In 2024, we recorded $18 million of pre-tax net restructuring and resegmentation charges primarily related to restructuring activities that occurred during the year and the resegmentation of the business that was effective January 1, 2024. In 2023, we recorded $1 million of pre-tax restructuring and resegmentation charges primarily related to the resegmentation of the business.
(ii)In 2024, we recorded a pre-tax gain of $90 million on the sale of our South Korea business.
(iii)This amount primarily relates to tornado damage incurred at a U.S. warehouse in 2024. In 2023, we recorded pre-tax charges of $5 million primarily related to the impacts of a U.S.-based work stoppage, which was partially offset by $4 million of insurance recoveries.
(iv)In 2024, we recorded $109 million of pre-tax impairment charges that primarily related to our plans to cease operations at our Vanscoy, Canada, Alcantara, Brazil and Goole, United Kingdom manufacturing facilities, and impairment charges on our equity method investments. In 2023, we recorded pre-tax charges of $10 million primarily related to impairment charges on our equity method investments.
Our long-term objective is to target a ratio of Net Debt to Adjusted EBITDA of 2.5 or less. As of December 31, 2024 and 2023, the ratio was 0.7 and 1.5.
Critical Accounting Policies and Estimates
Our Consolidated Financial Statements have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates under different assumptions and conditions.
We have identified below the most critical accounting policies upon which the financial statements are based and that involve our most complex and subjective decisions and assessments. Our senior management has discussed the development, selection and disclosure of these policies with members of the Audit Committee of our Board of Directors. These accounting policies are described in the Notes to the Consolidated Financial Statements. The discussion that follows should be read in conjunction with the Consolidated Financial Statements and related notes included elsewhere in this annual report on Form 10-K.
32
Table of Contents
Property, Plant and Equipment and Definite-Lived Intangible Assets
We have substantial investments in property, plant and equipment (“PP&E”) and definite-lived intangible assets. For PP&E, we recognize the cost of depreciable assets in operations over the estimated useful life of the assets and evaluate the recoverability of these assets whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. For definite-lived intangible assets, we recognize the cost of these amortizable assets in operations over their estimated useful life and evaluate the recoverability of the assets whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. The carrying values of PP&E and definite-lived intangible assets at December 31, 2024 were $2.3 billion and $215 million, respectively.
In assessing the recoverability of the carrying value of PP&E and definite-lived intangible assets, we may have to make projections regarding future cash flows. In developing these projections, we make a variety of important assumptions and estimates that have a significant impact on our assessments of whether the carrying values of PP&E and definite-lived intangible assets should be adjusted to reflect impairment. Among these are assumptions and estimates about the future growth and profitability of the related asset group, anticipated future economic, regulatory and political conditions in the asset group’s market, and estimates of terminal or disposal values.
To optimize our operations, we continually review whether to further consolidate our manufacturing facilities or redeploy assets for other uses when we believe we can achieve a higher return on our investment. This review may result in the closure or sale of certain manufacturing facilities, which could have a significant negative impact on our results of operations in the period in which we decide to close or sell the facility.
The future occurrence of a potential indicator of impairment, such as a significant adverse change in the business climate that would require a change in our assumptions or strategic decisions made in response to economic or competitive conditions, could require us to perform tests of recoverability in the future.
Indefinite-Lived Intangible Assets and Goodwill
We have certain indefinite-lived intangible assets in the form of tradenames and trademarks. Our methodology for allocating the purchase price of acquisitions is based on established valuation techniques that reflect the consideration of a number of factors, including valuations performed by third-party appraisers when appropriate. Goodwill is measured as the excess of the cost of an acquired business over the fair value assigned to identifiable assets acquired and liabilities assumed. We have identified several reporting units for which cash flows are determinable and to which goodwill may be allocated. Goodwill is either assigned to a specific reporting unit or allocated between reporting units based on the relative excess fair value of each reporting unit. The carrying value of indefinite-lived intangible assets and goodwill at December 31, 2024 was $143 million and $906 million, respectively, compared to $143 million and $918 million, respectively, at December 31, 2023.
We assess indefinite-lived intangible assets and goodwill for impairment as of July 1 each year (or more frequently if impairment indicators arise such as the resegmentation that occurred on January 1, 2024). We first assess qualitative factors to determine whether it is more-likely-than-not that the fair value of an indefinite-lived intangible asset is impaired, which include net sales derived from these intangibles and certain market and industry conditions. After assessing the qualitative factors, if we determine that it is more-likely-than-not that the fair value of an indefinite-lived intangible asset is greater than its carrying amount, then we are not required to compute the fair value of the indefinite-lived intangible asset. If the qualitative assessment leads us to conclude otherwise, then we are required to determine the fair value of the indefinite-lived intangible assets and perform a quantitative impairment test in accordance with ASC subtopic 350-30, Intangibles – Goodwill and Other. Based on our assessment’s results, we concluded that as of January 1, 2024 and July 1, 2024 there were no impairments in our indefinite-lived intangible assets.
In testing goodwill for impairment, we first assess qualitative factors in determining whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. After assessing the qualitative factors, if we determine that it is more-likely-than-not that the fair value of a reporting unit is greater than its carrying amount, then we do not perform an impairment test. If we conclude otherwise, then we perform the impairment test. Under this impairment test, the fair value of the reporting unit is compared to its carrying value. If the fair value of the reporting unit exceeds the carrying value of its net assets, goodwill is not considered impaired, and no further testing is required. If the carrying value of the net assets exceeds the fair value of the reporting unit, then an impairment exists for the difference between the fair value and carrying value of the reporting unit. This difference may not exceed the goodwill recorded at the reporting unit.
33
Table of Contents
When we test goodwill for impairment, we make certain estimates and judgments, which include identifying reporting units and determining the reporting units’ fair values based on both discounted cash flow analyses and an analysis of market multiples. To determine the fair value of reporting units, we use significant assumptions and estimates for discount and long-term net sales growth rates, in addition to operating and capital expenditure requirements. We consider changes in discount rates for the reporting units based on current market interest rates and specific risk factors within each geographic region. We also evaluate qualitative factors, such as legal, regulatory or competitive forces, in estimating the impact to the fair value of the reporting units, noting no significant changes that would result in any reporting unit failing the impairment test. Changes in assumptions concerning projected results or other underlying assumptions could have a significant impact on the fair value of the reporting units in the future. Based on the results of both the resegmentation and the annual assessment, we concluded that as of January 1, 2024 and July 1, 2024 there were no impairments in our reporting units.
Retirement Benefits
We and our subsidiaries sponsor noncontributory defined benefit pension plans (qualified and non-qualified) covering a portion of employees in the U.S. and Canada, and certain employees in other countries. We also provide healthcare and life insurance benefits for retired employees in the U.S., Canada and Brazil. In order to measure the expense and obligations associated with these benefits, our management must make a variety of estimates and assumptions, including discount rates, expected long-term rates of return, rate of compensation increases, employee turnover rates, retirement rates, mortality rates and other factors. We review our actuarial assumptions on an annual basis as of December 31 (or more frequently if a significant event requiring remeasurement occurs) and modify our assumptions based on current rates and trends when it is appropriate to do so. The effects of modifications are recognized immediately on the Consolidated Balance Sheets but are generally amortized into non-operating earnings over future periods, with the deferred amount recorded in accumulated other comprehensive loss (“AOCL”). We believe the assumptions utilized in recording our obligations under our plans, which are based on our experience, market conditions and input from our actuaries, are reasonable. We use third-party specialists to assist management in evaluating our assumptions and estimates, as well as to appropriately measure the costs and obligations associated with our retirement benefit plans. Had we used different estimates and assumptions for these plans, our retirement benefit obligations and related expense could vary from the actual amounts recorded and such differences could be material. Additionally, adverse changes in investment returns earned on pension assets and discount rates used to calculate pension and postretirement benefit related liabilities or changes in required funding levels may have an unfavorable impact on future expense and cash flow. Net periodic pension and postretirement benefit cost for all of our plans was $9 million in 2024 and $12 million in 2023.
We determine our assumption for the discount rate used to measure year-end pension and postretirement obligations based on high-quality fixed-income investments that match the duration of the expected benefit payments, which has been benchmarked using a long-term, high-quality AA corporate bond index. We use a full yield curve approach in the estimation of the service and interest cost components of benefit cost by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. The weighted average discount rate used to determine our obligations under U.S. pension plans as of December 31, 2024 and 2023 was 5.64 percent and 5.00 percent. The weighted average discount rate used to determine our obligations under non-U.S. pension plans as of December 31, 2024 and 2023 was 5.42 percent and 5.24 percent. The weighted average discount rate used to determine our obligations under our postretirement plans as of December 31, 2024 and 2023 was 7.75 percent and 7.37 percent.
A one percentage point decrease in the discount rates at December 31, 2024, would have increased the accumulated benefit obligation and projected benefit obligation by the following amounts (in millions):
| U.S. Pension Plans | |||
|---|---|---|---|
| Accumulated benefit obligation | $ | 27 | |
| Projected benefit obligation | 27 | ||
| Non-U.S. Pension Plans | |||
| Accumulated benefit obligation | $ | 18 | |
| Projected benefit obligation | 20 | ||
| Postretirement Plans | |||
| Accumulated benefit obligation | $ | 6 |
34
Table of Contents
Our investment approach and related asset allocation for the U.S. and Canadian plans is a liability-driven investment approach by which a higher proportion of investments will be in interest-rate sensitive investments (fixed income) under an active-management approach. The approach seeks to protect the current funded status of the plans from market volatility with a greater asset allocation to interest-rate sensitive assets, which is expected to reduce volatility in plan-funded status by more closely matching movements in asset values to changes in liabilities.
Our current investment policy for our pension plans is to balance risk and return through diversified portfolios of actively managed equity index instruments, fixed income index securities and short-term investments. Maturities for fixed income securities are managed so that sufficient liquidity exists to meet near-term benefit payment obligations. The asset allocation is reviewed regularly, and portfolio investments are rebalanced to the targeted allocation when considered appropriate or to raise sufficient liquidity when necessary to meet near-term benefit payment obligations. For 2024 net periodic pension cost, we assumed an expected long-term rate of return on assets, which is based on the fair value of plan assets, of 5.50 percent for U.S. plans and approximately 4.58 percent for Canadian plans. In developing the expected long-term rate of return assumption on plan assets, which consist mainly of U.S. and Canadian debt and equity securities, management evaluated historical rates of return achieved on plan assets and the asset allocation of the plans, input from our independent actuaries and investment consultants, and historical trends in long-term inflation rates. Projected return estimates made by such consultants are based upon broad equity and bond indices. We also maintain several funded pension plans in other international locations. The expected returns on plan assets for these plans are determined based on each plan’s investment approach and asset allocations. A hypothetical 25 basis point decrease in the expected long-term rate of return assumption would increase 2025 net periodic pension cost for the U.S. and Canadian plans by approximately $1 million each.
Healthcare cost trend rates are used in valuing our postretirement benefit obligations and are established based on actual health care cost trends and consultation with actuaries and benefit providers. At December 31, 2024, the health care cost trend rate assumptions for the next year were 8.40 percent for the U.S. plans, 5.25 percent for the Canadian plans, and 8.42 percent for the Brazilian plans.
For information related to our benefit plans, see Note 10 of the Notes to the Consolidated Financial Statements.
New Accounting Standards
For information related to our new accounting standards, see Note 1 of the Notes to the Consolidated Financial Statements.