Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 17, 2016 | Jun. 30, 2015 | |
Document and Entity Information | |||
Entity Registrant Name | Ingredion Inc | ||
Entity Central Index Key | 1,046,257 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 5,677,000,000 | ||
Entity Common Stock, Shares Outstanding | 71,887,000 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Consolidated Statements of Income | |||
Net sales before shipping and handling costs | $ 5,958 | $ 5,998 | $ 6,653 |
Less: shipping and handling costs | 337 | 330 | 325 |
Net sales | 5,621 | 5,668 | 6,328 |
Cost of sales | 4,379 | 4,553 | 5,197 |
Gross profit | 1,242 | 1,115 | 1,131 |
Selling, general and administrative expenses | 555 | 525 | 534 |
Other (income) - net | (1) | (24) | (16) |
Impairment/restructuring charges | 28 | 33 | |
Operating expenses | 582 | 534 | 518 |
Operating income | 660 | 581 | 613 |
Financing costs, net | 61 | 61 | 66 |
Income before income taxes | 599 | 520 | 547 |
Provision for income taxes | 187 | 157 | 144 |
Net income | 412 | 363 | 403 |
Less: Net income attributable to non-controlling interests | 10 | 8 | 7 |
Net income attributable to Ingredion | $ 402 | $ 355 | $ 396 |
Weighted average common shares outstanding: | |||
Basic (in shares) | 71.6 | 73.6 | 77 |
Diluted (in shares) | 73 | 74.9 | 78.3 |
Earnings per common share of Ingredion: | |||
Basic (in dollars per share) | $ 5.62 | $ 4.82 | $ 5.14 |
Diluted (in dollars per share) | $ 5.51 | $ 4.74 | $ 5.05 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Consolidated Statements of Comprehensive Income | |||
Net income | $ 412 | $ 363 | $ 403 |
Other comprehensive income: | |||
Losses on cash-flow hedges, net of income tax effect of $19, $12 and $29, respectively | (42) | (29) | (64) |
Reclassification adjustment for losses on cash-flow hedges included in net income, net of income tax effect of $14, $23 and $19, respectively | 32 | 50 | 41 |
Actuarial gains (losses) on pension and other postretirement obligations, settlements, curtailments and plan amendments, net of income tax effect of $5, $5 and $32, respectively | 13 | (12) | 63 |
Losses related to pension and other postretirement obligations reclassified to earnings, net of income tax effect of $-, $1 and $3, respectively | 1 | 4 | 5 |
Unrealized gain on investment, net of income tax effect | 1 | ||
Currency translation adjustment | (324) | (212) | (154) |
Comprehensive income | 92 | 164 | 295 |
Less: Comprehensive income attributable to non-controlling interests | 10 | 8 | 7 |
Comprehensive income attributable to Ingredion | $ 82 | $ 156 | $ 288 |
Consolidated Statements of Com4
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Consolidated Statements of Comprehensive Income | |||
Losses on cash-flow hedges, income tax effect | $ (19) | $ (12) | $ (29) |
Reclassification adjustment for losses on cash flow hedges included in net income, income tax effect | (14) | (23) | (19) |
Actuarial gains (losses) on pension and other postretirement obligations, settlements and plan amendments, income tax effect | $ 5 | (5) | 32 |
Losses related to pension and other postretirement obligations reclassified to earnings, income tax effect | $ (1) | $ (3) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 434 | $ 580 |
Short-term investments | 6 | 34 |
Accounts receivable - net | 775 | 762 |
Inventories | 715 | 699 |
Prepaid expenses | 20 | 21 |
Deferred income taxes | 48 | |
Total current assets | 1,950 | 2,144 |
Property, plant and equipment, at cost | ||
Land | 171 | 170 |
Buildings | 643 | 695 |
Machinery and equipment | 3,817 | 4,021 |
Property, plant and equipment - gross | 4,631 | 4,886 |
Less: accumulated depreciation | (2,642) | (2,813) |
Property, plant and equipment, net | 1,989 | 2,073 |
Goodwill | 601 | 478 |
Other intangible assets (less accumulated amortization of $82 and $62, respectively) | 410 | 290 |
Deferred income tax assets | 7 | 4 |
Other assets | 117 | 96 |
Total assets | 5,074 | 5,085 |
Current liabilities | ||
Short-term borrowings | 19 | 23 |
Accounts payable | 423 | 430 |
Accrued liabilities | 300 | 268 |
Total current liabilities | 742 | 721 |
Non-current liabilities | 170 | 157 |
Long-term debt | 1,819 | 1,798 |
Deferred income taxes | 139 | 180 |
Share-based payments subject to redemption | $ 24 | $ 22 |
Ingredion stockholders' equity: | ||
Preferred stock - authorized 25,000,000 shares- $0.01 par value - none issued | ||
Common stock - authorized 200,000,000 shares-$0.01 par value - 77,810,875 issued at December 31, 2015 and 2014, respectively | $ 1 | $ 1 |
Additional paid-in capital | 1,160 | 1,164 |
Less - Treasury stock (common stock: 6,194,510 and 6,488,605 shares at December 31, 2015 and 2014, respectively) at cost | (467) | (481) |
Accumulated other comprehensive loss | (1,102) | (782) |
Retained earnings | 2,552 | 2,275 |
Total Ingredion stockholders' equity | 2,144 | 2,177 |
Non-controlling interests | 36 | 30 |
Total equity | 2,180 | 2,207 |
Total liabilities and equity | $ 5,074 | $ 5,085 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Consolidated Balance Sheets | ||
Other intangible assets, accumulated amortization (in dollars) | $ 82 | $ 62 |
Preferred stock, authorized shares | 25,000,000 | 25,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, issued shares | 0 | 0 |
Common stock, authorized shares | 200,000,000 | 200,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares issued | 77,810,875 | 77,810,875 |
Treasury stock, shares | 6,194,510 | 6,488,605 |
Consolidated Statements of Equi
Consolidated Statements of Equity and Redeemable Equity - USD ($) $ in Millions | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Non-controlling Interests | Share-based Payments Subject to Redemption | Total |
Balance at Dec. 31, 2012 | $ 1 | $ 1,148 | $ (6) | $ (475) | $ 1,769 | $ 22 | ||
Balance Share-based Payments Subject to Redemption at Dec. 31, 2012 | $ 19 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income attributable to Ingredion | 396 | $ 396 | ||||||
Net income attributable to non-controlling interests | 7 | (7) | ||||||
Dividends declared | (120) | (4) | ||||||
Losses on cash-flow hedges, net of income tax effect of $19, $12 and $29, respectively | (64) | (64) | ||||||
Amount of losses on cash-flow hedges reclassified to earnings, net of income tax effect of $14, $23 and $19, respectively | 41 | 41 | ||||||
Repurchases of common stock | (228) | |||||||
Issuance of common stock on exercise of stock options | 8 | 6 | ||||||
Stock option expense | 6 | |||||||
Other share-based compensation | (1) | 3 | 5 | |||||
Excess tax benefit on share-based compensation | 5 | |||||||
Currency translation adjustment | (154) | (154) | ||||||
Actuarial gains (losses) on pension and other postretirement obligations, settlements and plan amendments, net of income tax effect of $5, $5, and $32, respectively | 63 | 63 | ||||||
Losses on pension and other postretirement obligations reclassified to earnings, net of income tax effect of -, $1, and $3, respectively | 5 | 5 | ||||||
Unrealized gain on investment, net of income tax effect | 1 | 1 | ||||||
Balance at Dec. 31, 2013 | 1 | 1,166 | (225) | (583) | 2,045 | 25 | ||
Balance Share-based Payments Subject to Redemption at Dec. 31, 2013 | 24 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income attributable to Ingredion | 355 | 355 | ||||||
Net income attributable to non-controlling interests | 8 | (8) | ||||||
Dividends declared | (125) | (3) | ||||||
Losses on cash-flow hedges, net of income tax effect of $19, $12 and $29, respectively | (29) | (29) | ||||||
Amount of losses on cash-flow hedges reclassified to earnings, net of income tax effect of $14, $23 and $19, respectively | 50 | 50 | ||||||
Repurchases of common stock | (3) | (301) | ||||||
Issuance of common stock on exercise of stock options | (17) | 37 | ||||||
Stock option expense | 7 | |||||||
Other share-based compensation | 5 | 8 | (2) | |||||
Excess tax benefit on share-based compensation | 6 | |||||||
Currency translation adjustment | (212) | (212) | ||||||
Actuarial gains (losses) on pension and other postretirement obligations, settlements and plan amendments, net of income tax effect of $5, $5, and $32, respectively | (12) | (12) | ||||||
Losses on pension and other postretirement obligations reclassified to earnings, net of income tax effect of -, $1, and $3, respectively | 4 | 4 | ||||||
Balance at Dec. 31, 2014 | 1 | 1,164 | (481) | (782) | 2,275 | 30 | 2,207 | |
Balance Share-based Payments Subject to Redemption at Dec. 31, 2014 | 22 | 22 | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income attributable to Ingredion | 402 | 402 | ||||||
Net income attributable to non-controlling interests | 10 | (10) | ||||||
Dividends declared | (125) | (4) | ||||||
Losses on cash-flow hedges, net of income tax effect of $19, $12 and $29, respectively | (42) | (42) | ||||||
Amount of losses on cash-flow hedges reclassified to earnings, net of income tax effect of $14, $23 and $19, respectively | 32 | 32 | ||||||
Repurchases of common stock | (7) | (34) | ||||||
Issuance of common stock on exercise of stock options | (14) | 35 | ||||||
Stock option expense | 7 | |||||||
Other share-based compensation | 2 | 13 | 2 | |||||
Excess tax benefit on share-based compensation | 8 | |||||||
Currency translation adjustment | (324) | (324) | ||||||
Actuarial gains (losses) on pension and other postretirement obligations, settlements and plan amendments, net of income tax effect of $5, $5, and $32, respectively | 13 | 13 | ||||||
Losses on pension and other postretirement obligations reclassified to earnings, net of income tax effect of -, $1, and $3, respectively | 1 | 1 | ||||||
Balance at Dec. 31, 2015 | $ 1 | $ 1,160 | $ (467) | $ (1,102) | $ 2,552 | $ 36 | 2,180 | |
Balance Share-based Payments Subject to Redemption at Dec. 31, 2015 | $ 24 | $ 24 |
Consolidated Statements of Equ8
Consolidated Statements of Equity and Redeemable Equity (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Losses on cash-flow hedges, income tax effect | $ (19) | $ (12) | $ (29) |
Amount of losses on cash flow hedges reclassified to earnings, income tax effect | (14) | (23) | (19) |
Actuarial gains (losses) on pension and other postretirement obligations, settlements and plan amendments, income tax effect | 5 | (5) | 32 |
Losses on pension and postretirement obligations reclassified to earnings, income tax effect | (1) | (3) | |
Accumulated Other Comprehensive Income (Loss) | |||
Losses on cash-flow hedges, income tax effect | (19) | (12) | (29) |
Amount of losses on cash flow hedges reclassified to earnings, income tax effect | (14) | (23) | (19) |
Actuarial gains (losses) on pension and other postretirement obligations, settlements and plan amendments, income tax effect | $ 5 | (5) | 32 |
Losses on pension and postretirement obligations reclassified to earnings, income tax effect | $ (1) | $ (3) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash provided by operating activities: | |||
Net income | $ 412 | $ 363 | $ 403 |
Non-cash charges (credits) to net income: | |||
Depreciation and amortization | 194 | 195 | 194 |
Deferred income taxes | (6) | (11) | 30 |
Write-off of impaired assets | 10 | 33 | |
Gain from sale of plant | (10) | ||
Charge for fair value mark-up of acquired inventory | 10 | ||
Other | 96 | 68 | 74 |
Changes in working capital: | |||
Accounts receivable and prepaid expenses | (29) | (15) | (69) |
Inventories | 9 | (6) | 76 |
Accounts payable and accrued liabilities | 30 | 66 | (78) |
Margin accounts | (34) | 39 | 14 |
Other | 4 | (1) | (25) |
Cash provided by operating activities | 686 | 731 | 619 |
Cash used for investing activities: | |||
Payment for acquisitions, net of cash acquired of $16 | (434) | ||
Capital expenditures | (280) | (276) | (298) |
Short-term investment | 27 | (34) | 19 |
Proceeds from disposal of plants and properties | 38 | 5 | 3 |
Proceeds from sale of investment | 11 | ||
Other | 2 | ||
Cash used for investing activities | (649) | (294) | (274) |
Cash provided by (used for) financing activities | |||
Payments on debt | (1,366) | (213) | (53) |
Proceeds from borrowings | 1,388 | 231 | 21 |
Dividends paid (including to non-controlling interests) | (126) | (128) | (112) |
Repurchases of common stock | (41) | (304) | (228) |
Issuance of common stock | 21 | 20 | 14 |
Excess tax benefit on share-based compensation | 8 | 6 | 5 |
Cash used for financing activities | (116) | (388) | (353) |
Effect of foreign exchange rate changes on cash | (67) | (43) | (27) |
Increase (decrease) in cash and cash equivalents | (146) | 6 | (35) |
Cash and cash equivalents, beginning of period | 580 | 574 | 609 |
Cash and cash equivalents, end of period | $ 434 | $ 580 | $ 574 |
Consolidated Statements of Ca10
Consolidated Statements of Cash Flows (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Consolidated Statements of Cash Flows | |
Cash acquired from acquisition | $ 16 |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2015 | |
Description of the Business | |
Description of the Business | NOTE 1- Description of the Business Ingredion Incorporated (“the Company”) was founded in 1906 and became an independent and public company as of December 31, 1997. The Company primarily manufactures and sells sweetener, starches, nutrition ingredients and biomaterial solutions derived from the wet milling and processing of corn and other starch-based materials to a wide range of industries, both domestically and internationally. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | NOTE 2- Summary of Significant Accounting Policies Basis of presentation — The consolidated financial statements consist of the accounts of the Company, including all significant subsidiaries. Intercompany accounts and transactions are eliminated in consolidation. The preparation of the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the value of purchase consideration, valuation of accounts receivable, inventories, goodwill, intangible assets and other long-lived assets, legal contingencies, guarantee obligations, and assumptions used in the calculation of income taxes, and pension and other postretirement benefits, among others. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Management will adjust such estimates and assumptions when facts and circumstances dictate. Foreign currency devaluations, corn price volatility, access to difficult credit markets and adverse changes in the global economic environment have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates will be reflected in the financial statements in future periods. Certain prior year amounts in the Consolidated Balance Sheet have been reclassified to conform to the current year’s presentation. Specifically, debt issuance costs that had previously been included in Other Assets are now reported in Long-term Debt (see also “Recently adopted accounting standards” below and Note 7). Additionally, investments are now included in Other Assets. These reclassifications had no effect on previously reported net income or cash flows. Assets and liabilities of foreign subsidiaries, other than those whose functional currency is the US dollar, are translated at current exchange rates with the related translation adjustments reported in equity as a component of accumulated other comprehensive income (loss). The US dollar is the functional currency for the Company’s Mexico subsidiary. Income statement accounts are translated at the average exchange rate during the period. However, significant nonrecurring items related to a specific event are recognized at the exchange rate on the date of the significant event. For foreign subsidiaries where the US dollar is the functional currency, monetary assets and liabilities are translated at current exchange rates with the related adjustment included in net income. Non-monetary assets and liabilities are translated at historical exchange rates. Although the Company hedges the predominance of its transactional foreign exchange risk (see Note 6), the Company incurs foreign currency transaction gains/losses relating to assets and liabilities that are denominated in a currency other than the functional currency. For 2015, 2014 and 2013, the Company incurred foreign currency transaction losses of $6 million, $1 million and $3 million, respectively. The Company’s accumulated other comprehensive loss included in equity on the Consolidated Balance Sheets includes cumulative translation losses of approximately $1 billion and $701 million at December 31, 2015 and 2014, respectively. Cash and cash equivalents — Cash equivalents consist of all instruments purchased with an original maturity of three months or less, and which have virtually no risk of loss in value. Inventories — Inventories are stated at the lower of cost or net realizable value. Costs are predominantly determined using the weighted average method. Investments — Investments in the common stock of affiliated companies over which the Company does not exercise significant influence are accounted for under the cost method. In 2014, the Company sold an investment that it had accounted for under the cost method. The Company received $11 million in cash and recorded a pre-tax gain of $5 million from the sale. The Company no longer has any investments accounted for under the cost method. Investments that enable the Company to exercise significant influence, but do not represent a controlling interest, are accounted for under the equity method; such investments are carried at cost, adjusted to reflect the Company’s proportionate share of income or loss, less dividends received. The Company did not have any investments accounted for under the equity method at December 31, 2015 or 2014. The Company has equity interests in the CME Group Inc. and CBOE Holdings, Inc., which are classified as available for sale securities. The investments are carried at fair value with unrealized gains and losses recorded to other comprehensive income. The Company would recognize a loss on its investments when there is a loss in value of an investment that is other than temporary. Investments are included in Other Assets in the Consolidated Balance Sheet and are not significant. Leases - The Company leases rail cars, certain machinery and equipment, and office space. The Company classifies its leases as either capital or operating based on the terms of the related lease agreement and the criteria contained in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 840, Leases , and related interpretations. Property, plant and equipment and depreciation — Property, plant and equipment (“PP&E”) are stated at cost less accumulated depreciation. Depreciation is generally computed on the straight-line method over the estimated useful lives of depreciable assets, which range from 25 to 50 years for buildings and from 2 to 25 years for all other assets. Where permitted by law, accelerated depreciation methods are used for tax purposes. The Company reviews the recoverability of the net book value of PP&E for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable from estimated future cash flows expected to result from its use and eventual disposition. If this review indicates that the carrying values will not be recovered, the carrying values would be reduced to fair value and an impairment loss would be recognized. As required under accounting principles generally accepted in the United States, the impairment analysis for long-lived assets occurs before the goodwill impairment assessment described below. Goodwill and other intangible assets — Goodwill ($601 million and $478 million at December 31, 2015 and 2014, respectively) represents the excess of the cost of an acquired entity over the fair value assigned to identifiable assets acquired and liabilities assumed. The Company also has other intangible assets of $410 million and $290 million at December 31, 2015 and 2014, respectively. The carrying amount of goodwill by reportable business segment at December 31, 2015 and 2014 was as follows: (in millions) North America South America Asia Pacific EMEA Total Balance at December 31, 2012 $ $ $ $ $ Currency translation — ) ) ) Balance at December 31, 2013 $ $ $ $ $ Impairment charges — ) — — ) Currency translation — ) ) ) ) Balance at December 31, 2014 $ $ $ $ $ Currency translation — ) ) ) ) Acquisitions — — — Disposal ) — — — ) Balance at December 31, 2015 $ $ $ $ $ Goodwill before impairment charges $ $ $ $ $ Accumulated impairment charges ) ) ) — ) Balance at December 31, 2014 $ $ $ $ $ Goodwill before impairment charges $ $ $ $ $ Accumulated impairment charges ) ) ) — ) Balance at December 31, 2015 $ $ $ $ $ The following table summarizes the Company’s other intangible assets for the periods presented: As of December 31, 2015 As of December 31, 2014 (in millions) Gross Accumulated Amortization Net Weighted Average Useful Life (years) Gross Accumulated Amortization Net Weighted Average Useful Life (years) Trademarks/tradenames $ $ — $ — $ $ — $ — Customer relationships ) 25 ) 25 Technology ) 10 ) 10 Other ) 8 ) 8 Total other intangible assets $ $ ) $ 19 $ $ ) $ 19 For definite-lived intangible assets, the Company recognizes the cost of such amortizable assets in operations over their estimated useful lives and evaluates the recoverability of the assets whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Amortization expense related to intangible assets was $22 million in 2015 and $14 million in both 2014 and 2013. Based on acquisitions completed through December 31, 2015, intangible asset amortization expense is expected to be $25 million in both 2016 and 2017, $24 million in both 2018 and 2019, and $22 million in 2020. The Company assesses goodwill and other indefinite-lived intangible assets for impairment annually (or more frequently if impairment indicators arise). The Company has chosen to perform this annual impairment assessment as of October 1 of each year. In testing goodwill for impairment, the Company first assesses 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 the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount then the Company does not perform the two-step impairment test. If the Company concludes otherwise, then it performs the first step of the two-step impairment test as described in ASC Topic 350. In the first step, 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, a second step of the impairment assessment is performed in order to determine the implied fair value of a reporting unit’s goodwill. Determining the implied fair value of goodwill requires a valuation of the reporting unit’s tangible and intangible assets and liabilities in a manner similar to the allocation of purchase price in a business combination. If the carrying value of the reporting unit’s goodwill exceeds the implied fair value of its goodwill, goodwill is deemed impaired and is written down to the extent of the difference. Based on the results of the annual assessment, the Company concluded that as of October 1, 2015, it was more likely than not that the fair value of its reporting units was greater than their carrying value (although the $22 million of goodwill at the Company’s Brazil reporting unit continues to be closely monitored due to recent trends and increased volatility experienced in this reporting unit, such as continued slow economic growth, heightened competition and possible future negative economic growth). The results of the Company’s impairment testing in the fourth quarter of 2014 indicated that the estimated fair value of the Company’s Southern Cone of South America reporting unit was less than its carrying amount. Therefore, the Company recorded a non-cash impairment charge of $33 million to write-off the remaining balance of goodwill for this reporting unit in 2014. In testing indefinite-lived intangible assets for impairment, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is impaired. After assessing the qualitative factors, if the Company determines that it is not more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount, then it would not be required to compute the fair value of the indefinite-lived intangible asset. In the event the qualitative assessment leads the Company to conclude otherwise, then it would be required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test in accordance with ASC subtopic 350-30. In performing the qualitative analysis, the Company considers various factors including net sales derived from these intangibles and certain market and industry conditions. Based on the results of this qualitative assessment, the Company concluded that as of October 1, 2015, it was more likely than not that the fair value of the indefinite-lived intangible assets was greater than their carrying value. Revenue recognition — The Company recognizes operating revenues at the time title to the goods and all risks of ownership transfer to the customer. This transfer is considered complete when a sales agreement is in place, delivery has occurred, pricing is fixed or determinable and collection is reasonably assured. In the case of consigned inventories, the title passes and the transfer of ownership risk occurs when the goods are used by the customer. Taxes assessed by governmental authorities and collected from customers are accounted for on a net basis and excluded from revenues. Hedging instruments — The Company uses derivative financial instruments principally to offset exposure to market risks arising from changes in commodity prices, foreign currency exchange rates and interest rates. Derivative financial instruments used by the Company consist of commodity futures and option contracts, forward currency contracts and options, interest rate swap agreements and treasury lock agreements. The Company enters into futures and option contracts, which are designated as hedges of specific volumes of commodities (primarily corn and natural gas) that will be purchased in a future month. These derivative financial instruments are recognized in the Consolidated Balance Sheets at fair value. The Company has also entered into interest rate swap agreements that effectively convert the interest rate on certain fixed rate debt to a variable interest rate and, on certain variable rate debt, to a fixed interest rate. The Company periodically enters into treasury lock agreements to lock the benchmark rate for an anticipated fixed-rate borrowing. See also Note 6 and Note 7 of the notes to the consolidated financial statements for additional information. On the date a derivative contract is entered into, the Company designates the derivative as either a hedge of variable cash flows to be paid related to interest on variable rate debt, as a hedge of market variation in the benchmark rate for a future fixed rate debt issue, as a hedge of foreign currency cash flows associated with certain forecasted commercial transactions or loans, as a hedge of certain forecasted purchases of corn, natural gas or ethanol used in the manufacturing process (“a cash-flow hedge”), or as a hedge of the fair value of certain debt obligations (“a fair-value hedge”). This process includes linking all derivatives that are designated as fair-value or cash-flow hedges to specific assets and liabilities on the Consolidated Balance Sheet, or to specific firm commitments or forecasted transactions. For all hedging relationships, the Company documents the hedging relationships and its risk-management objective and strategy for undertaking the hedge transactions, the hedging instrument, the hedged item, the nature of the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed and a description of the method of measuring ineffectiveness. The Company also formally assesses both, at the hedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows or fair values of hedged items. When it is determined that a derivative is not highly effective as a hedge or has ceased to be a highly effective hedge, the Company discontinues hedge accounting prospectively. Changes in the fair value of floating-to-fixed interest rate swaps, treasury locks, commodity futures and option contracts or foreign currency forward contracts, swaps and options that are highly effective and that are designated and qualify as cash-flow hedges are recorded in other comprehensive income, net of applicable income taxes. Realized gains and losses associated with changes in the fair value of interest rate swaps and treasury locks are reclassified from accumulated other comprehensive income (“AOCI”) to the Consolidated Statement of Income over the life of the underlying debt. Gains and losses on hedges of foreign currency cash flows associated with certain forecasted commercial transactions or loans are reclassified from AOCI to the Consolidated Statement of Income when such transactions or obligations are settled. Gains and losses on commodity hedging contracts are reclassified from AOCI to the Consolidated Statement of Income when the finished goods produced using the hedged item are sold. The maximum term over which the Company hedges exposures to the variability of cash flows for commodity price risk is generally 24 months. Changes in the fair value of a fixed-to-floating interest rate swap agreement that is highly effective and that is designated and qualifies as a fair-value hedge, along with the loss or gain on the hedged debt obligation, are recorded in earnings. The ineffective portion of the change in fair value of a derivative instrument that qualifies as either a cash-flow hedge or a fair-value hedge is reported in earnings. The Company discontinues hedge accounting prospectively when it is determined that the derivative is no longer effective in offsetting changes in the cash flows or fair value of the hedged item, the derivative is de-designated as a hedging instrument because it is unlikely that a forecasted transaction will occur, or management determines that designation of the derivative as a hedging instrument is no longer appropriate. When hedge accounting is discontinued, the Company continues to carry the derivative on the Consolidated Balance Sheet at its fair value, and gains and losses that were included in AOCI are recognized in earnings in the same line item affected by the hedged transaction and in the same period or periods during which the hedged transaction affects earnings, or in the month a hedge is determined to be ineffective. The Company uses derivative financial instruments such as foreign currency forward contracts, swaps and options to manage the transactional foreign exchange risk that is created when transactions not denominated in the functional currency of the operating unit are revalued. The changes in fair value of these derivative instruments and the offsetting changes in the value of the underlying non-functional currency denominated transactions are recorded in earnings on a monthly basis. Stock-based compensation — The Company has a stock incentive plan that provides for stock-based employee compensation, including the granting of stock options, shares of restricted stock, restricted stock units and performance shares to certain key employees. Compensation expense is recognized in the Consolidated Statements of Income for the Company’s stock-based employee compensation plan. The plan is more fully described in Note 12. Earnings per common share — Basic earnings per common share is computed by dividing net income attributable to Ingredion by the weighted average number of shares outstanding, which totaled 71.6 million for 2015, 73.6 million for 2014 and 77.0 million for 2013. Diluted earnings per share (EPS) is computed by dividing net income attributable to Ingredion by the weighted average number of shares outstanding, including the dilutive effect of outstanding stock options and other instruments associated with long-term incentive compensation plans. The weighted average number of shares outstanding for diluted EPS calculations was 73.0 million, 74.9 million and 78.3 million for 2015, 2014 and 2013, respectively. In 2015, 2014 and 2013, options to purchase approximately 0.3 million, 0.1 million and 0.4 million shares of common stock, respectively, were excluded from the calculation of the weighted average number of shares outstanding for diluted EPS because their effects were anti-dilutive. Risks and uncertainties — The Company operates domestically and internationally. In each country, the business and assets are subject to varying degrees of risk and uncertainty. The Company insures its business and assets in each country against insurable risks in a manner that it deems appropriate. Because of this geographic dispersion, the Company believes that a loss from non-insurable events in any one country would not have a material adverse effect on the Company’s operations as a whole. Additionally, the Company believes there is no significant concentration of risk with any single customer or supplier whose failure or non-performance would materially affect the Company’s results. Recently adopted accounting standards — In April 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30) , for the purpose of simplifying the presentation of debt issuance costs. This standard requires that debt issuance costs associated with a recognized debt liability be presented in the balance sheet as a direct reduction from the carrying amount of that debt in the balance sheet, consistent with the recording of debt discounts. The amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years and require an entity to apply the guidance on a retrospective basis. Early adoption is permitted. The Company adopted the amendments in this Update in the fourth quarter of 2015. The adoption of the guidance in this Update did not have a material impact on the Company’s Consolidated Financial Statements. See also Note 7. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement — Period Adjustments. This Update requires an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The amendments in this Update are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments are to be applied prospectively to adjustments to provisional amounts that occur after the effective date of this Update with earlier application permitted for financial statements that have not been issued. The Company early adopted the amendments in this Update in the third quarter of 2015. The adoption of the guidance in this Update did not have a material impact on the Company’s Consolidated Financial Statements. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes . This Update requires that deferred tax assets and liabilities be classified only as noncurrent in the balance sheet. The amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The amendments in this Update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company early adopted the amendments in this Update in the fourth quarter of 2015 and applied its provisions prospectively. The adoption of the guidance in this Update did not have a significant impact on total current assets or total current liabilities on the Company’s Consolidated Balance Sheet as of December 31, 2015. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Acquisitions | |
Acquisitions | NOTE 3 — Acquisitions On March 11, 2015, the Company completed its acquisition of Penford Corporation (“Penford”), a manufacturer of specialty starches that was headquartered in Centennial, Colorado. Total purchase consideration for Penford was $332 million, which included the extinguishment of $93 million in debt in conjunction with the acquisition. The acquisition of Penford provides the Company with, among other things, an expanded specialty ingredient product portfolio consisting of potato starch-based offerings. Penford had net sales of $444 million for the fiscal year ended August 31, 2014 and operates six manufacturing facilities in the United States, all of which manufacture specialty starches. On August 3, 2015, the Company completed its acquisition of Kerr Concentrates, Inc. (“Kerr”), a privately held producer of natural fruit and vegetable concentrates for $102 million in cash. Kerr serves major food and beverage companies, flavor houses and ingredient producers from its manufacturing locations in Oregon and California. The acquisition of Kerr provides the Company with the opportunity to expand its product portfolio. The Company funded these acquisitions with proceeds from borrowings under its revolving credit agreement. The results of the acquired operations are included in the Company’s consolidated results from the respective acquisition dates forward within the North America business segment. For the Penford acquisition, the Company has finalized the purchase price allocation for all areas. The finalization of income taxes in the fourth quarter of 2015 did not have a significant impact on previously estimated amounts. For the Kerr acquisition, an allocation of the purchase price to the assets acquired and liabilities assumed was made based on available information and incorporating management’s best estimates. Assets acquired and liabilities assumed in the transactions were generally recorded at their estimated acquisition date fair values, while transaction costs associated with the acquisition were expensed as incurred. Goodwill represents the amount by which the purchase price exceeds the estimated fair value of the net assets acquired. Goodwill related to the Penford acquisition is not tax deductible for the Company. The goodwill related to Kerr is tax deductible due to the structure of this acquisition. The goodwill of $121 million for Penford and preliminary goodwill of $27 million for Kerr result from synergies and other operational benefits expected to be derived from the acquisitions. The following table summarizes the finalized purchase price allocation for the acquisition of Penford and preliminary purchase price allocation for the acquisition of Kerr as of March 11, 2015 and August 3, 2015, respectively: (in millions) Penford Kerr Working capital (excluding cash) $ $ Property, plant and equipment Other assets Identifiable intangible assets Goodwill Non-current liabilities assumed ) — Total purchase price $ $ The identifiable intangible assets for the Penford acquisition include items such as customer relationships, proprietary technology, trade names, and noncompetition agreements. The fair values of these intangible assets were determined to be Level 3 under the fair value hierarchy. Level 3 inputs are unobservable inputs for an asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for fair value estimates to be made in situations in which there is little, if any, market activity for an asset or liability at the measurement date. The following table presents the fair values, valuation techniques, and estimated remaining useful life at the acquisition date for these Level 3 measurements (dollars in millions): Fair Value Valuation Technique Estimated Useful Life Customer Relationships $ Multi-period excess earnings method 15-22 years Trade Names $ Relief-from-royalty method 10 years to indefinite Technology $ Relief-from-royalty method 6-11 years Noncompetition Agreements $ Income Approach 2 years The fair value of customer relationships, trade names, technology and noncompetition agreements were determined through the valuation techniques described above using various judgmental assumptions such as discount rates and customer attrition rates. The fair values of property, plant and equipment associated with the Penford acquisition were determined to be Level 3 under the fair value hierarchy. Property, plant and equipment values were estimated using either the cost or market approach. Included in the results of the acquired businesses for 2015 were increases in cost of sales of $10 million (Penford for $6 million and Kerr for $4 million) relating to the sale of inventory that was adjusted to fair value at the acquisition dates in accordance with business combination accounting rules. The Company also incurred $10 million of pre-tax acquisition and integration costs for 2015 associated with the Penford and Kerr transactions. |
Sale of Canadian Plant
Sale of Canadian Plant | 12 Months Ended |
Dec. 31, 2015 | |
Sale of Canadian Plant | |
Sale of Canadian Plant | NOTE 4 — Sale of Canadian Plant On December 15, 2015, the Company sold its manufacturing assets in Port Colborne, Ontario, Canada for $35 million in cash. The Company recorded a pre-tax gain of $10 million on the sale, net of the write-off of goodwill of $2 million associated with the business. Additionally, the Company recorded pre-tax restructuring charges of $4 million associated with the sale of the plant as described below. The Company could incur pension-related charges and other costs associated with post-closing conditions in 2016 related to the plant sale. Such charges, if any, are not expected to be significant. |
Impairment and Restructuring Ch
Impairment and Restructuring Charges | 12 Months Ended |
Dec. 31, 2015 | |
Impairment and Restructuring Charges | |
Impairment and Restructuring Charges | NOTE 5 — Impairment and Restructuring Charges On September 8, 2015, the Company announced that it plans to consolidate its manufacturing network in Brazil. Plants in Trombudo Central and Conchal will be closed and production will be moved to plants in Balsa Nova and Mogi Guaçu, respectively. The consolidation will begin early in 2016 and should be complete by the end of that year. The Company recorded total pre-tax restructuring-related charges of $12 million related to these plant closures in 2015, consisting of a $10 million charge for impaired assets and $2 million of employee severance-related costs. Additional restructuring costs, although not expected to be significant, could be incurred in the future as part of the plant shutdowns. The Company also recorded pre-tax restructuring charges of $4 million in 2015, of which $2 million was for estimated employee severance-related costs, associated with the Port Colborne plant sale. Additionally, the Company recorded a pre-tax restructuring charge of $12 million for employee severance-related costs associated with the Penford acquisition. A summary of the Company’s severance accrual at December 31, 2015 is as follows (in millions): Restructuring charges for employee severance-related costs: Penford acquisition $ Brazil plant closures Port Colborne plant sale Sub-total $ Payments made to terminated employees ) Balance in severance accrual at December 31, 2015 $ The severance accrual at December 31, 2015 is expected to be paid within the next twelve months. The Company assesses goodwill and other indefinite-lived intangible assets for impairment annually (or more frequently if impairment indicators arise) as of October 1 of each year. No goodwill impairment was recognized in the fourth quarter of 2015 related to the Company’s annual impairment testing. The results of the Company’s impairment testing in the fourth quarter of 2014 indicated that the estimated fair value of the Company’s Southern Cone of South America reporting unit was less than its carrying amount. Therefore, the Company recorded a non-cash impairment charge of $33 million in the fourth quarter of 2014 to write-off the remaining balance of goodwill for this reporting unit. |
Financial Instruments, Derivati
Financial Instruments, Derivatives and Hedging Activities | 12 Months Ended |
Dec. 31, 2015 | |
Financial Instruments, Derivatives and Hedging Activities | |
Financial Instruments, Derivatives and Hedging Activities | NOTE 6 — Financial Instruments, Derivatives and Hedging Activities The Company is exposed to market risk stemming from changes in commodity prices (corn and natural gas), foreign currency exchange rates and interest rates. In the normal course of business, the Company actively manages its exposure to these market risks by entering into various hedging transactions, authorized under established policies that place clear controls on these activities. These transactions utilize exchange-traded derivatives or over-the-counter derivatives with investment-grade counterparties. Derivative financial instruments currently used by the Company consist of commodity futures, options and swap contracts, foreign currency forward contracts, swaps and options, and interest rate swaps. Commodity price hedging: The Company’s principal use of derivative financial instruments is to manage commodity price risk in North America relating to anticipated purchases of corn and natural gas to be used in the manufacturing process, generally over the next twelve to twenty-four months. The Company maintains a commodity-price risk management strategy that uses derivative instruments to minimize significant, unanticipated earnings fluctuations caused by commodity-price volatility. For example, the manufacturing of the Company’s products requires a significant volume of corn and natural gas. Price fluctuations in corn and natural gas cause the actual purchase price of corn and natural gas to differ from anticipated prices. To manage price risk related to corn purchases in North America, the Company uses corn futures and options contracts that trade on regulated commodity exchanges to lock in its corn costs associated with firm-priced customer sales contracts. The Company uses over-the-counter gas swaps to hedge a portion of its natural gas usage in North America. These derivative financial instruments limit the impact that volatility resulting from fluctuations in market prices will have on corn and natural gas purchases and have been designated as cash-flow hedges. Effective with the acquisition of Penford, the Company now produces and sells ethanol. The Company now enters into futures contracts to hedge price risk associated with fluctuations in market prices of ethanol. Unrealized gains and losses associated with marking the commodity hedging contracts to market (fair value) are recorded as a component of other comprehensive income (“OCI”) and included in the equity section of the Consolidated Balance Sheets as part of AOCI. These amounts are subsequently reclassified into earnings in the same line item affected by the hedged transaction and in the same period or periods during which the hedged transaction affects earnings, or in the month a hedge is determined to be ineffective. The Company assesses the effectiveness of a commodity hedge contract based on changes in the contract’s fair value. The changes in the market value of such contracts have historically been, and are expected to continue to be, highly effective at offsetting changes in the price of the hedged items. The amounts representing the ineffectiveness of these cash-flow hedges are not significant. At December 31, 2015 and 2014, AOCI included $21 million of losses (net of tax of $10 million) and $13 million of losses (net of tax of $6 million), respectively, pertaining to commodities-related derivative instruments designated as cash-flow hedges. Interest rate hedging : The Company assesses its exposure to variability in interest rates by identifying and monitoring changes in interest rates that may adversely impact future cash flows and the fair value of existing debt instruments, and by evaluating hedging opportunities. The Company maintains risk management control systems to monitor interest rate risk attributable to both the Company’s outstanding and forecasted debt obligations as well as the Company’s offsetting hedge positions. The risk management control systems involve the use of analytical techniques, including sensitivity analysis, to estimate the expected impact of changes in interest rates on future cash flows and the fair value of the Company’s outstanding and forecasted debt instruments. Derivative financial instruments that have been used by the Company to manage its interest rate risk consist of Treasury Lock agreements (“T-Locks”) and interest rate swaps. The Company periodically enters into T-Locks to fix the benchmark component of the interest rate to be established for certain planned fixed-rate debt issuances. The T-Locks are designated as hedges of the variability in cash flows associated with future interest payments caused by market fluctuations in the benchmark interest rate until the fixed interest rate is established, and are accounted for as cash-flow hedges. Accordingly, changes in the fair value of the T-Locks are recorded to AOCI until the consummation of the underlying debt offering, at which time any realized gain (loss) is amortized to earnings over the life of the debt. The net gain or loss recognized in earnings during 2015, 2014 and 2013 was not significant. The Company also, from time to time, enters into interest rate swap agreements that effectively convert the interest rate on certain fixed-rate debt to a variable rate. These swaps call for the Company to receive interest at a fixed rate and to pay interest at a variable rate, thereby creating the equivalent of variable-rate debt. The Company designates these interest rate swap agreements as hedges of the changes in fair value of the underlying debt obligation attributable to changes in interest rates and accounts for them as fair-value hedges. Changes in the fair value of interest rate swaps designated as hedging instruments that effectively offset the variability in the fair value of outstanding debt obligations are reported in earnings. These amounts offset the gain or loss (that is, the change in fair value) of the hedged debt instrument that is attributable to changes in interest rates (that is, the hedged risk) which is also recognized in earnings. The Company did not have any T-Locks outstanding at December 31, 2015 or 2014. At December 31, 2015 and 2014, AOCI included $5 million of losses (net of income taxes of $2 million) and $7 million of losses (net of income taxes of $4 million), respectively, related to settled T-Locks. These deferred losses are being amortized to financing costs over the terms of the senior notes with which they are associated. In September 2014, the Company entered into interest rate swap agreements that effectively convert the interest rates on its 6.0 percent $200 million senior notes due April 15, 2017, its 1.8 percent $300 million senior notes due September 25, 2017 and on $200 million of its $400 million 4.625 percent senior notes due November 1, 2020, to variable rates. These swap agreements call for the Company to receive interest at the fixed coupon rate of the respective notes and to pay interest at a variable rate based on the six-month US dollar LIBOR rate plus a spread. The Company has designated these interest rate swap agreements as hedges of the changes in fair value of the underlying debt obligations attributable to changes in interest rates and accounts for them as fair-value hedges. The fair value of these interest rate swap agreements was $7 million and $13 million at December 31, 2015 and 2014, respectively, and is reflected in the Consolidated Balance Sheets within other assets, with an offsetting amount recorded in long-term debt to adjust the carrying amount of the hedged debt obligations. Foreign currency hedging : Due to the Company’s global operations, including many emerging markets, it is exposed to fluctuations in foreign currency exchange rates. As a result, the Company has exposure to translational foreign exchange risk when the results of its foreign operations are translated to US dollars and to transactional foreign exchange risk when transactions not denominated in the functional currency are revalued. The Company primarily uses derivative financial instruments such as foreign currency forward contracts, swaps and options to manage its transactional foreign exchange risk. At December 31, 2015, the Company had foreign currency forward sales contracts with an aggregate notional amount of $606 million and foreign currency forward purchase contracts with an aggregate notional amount of $287 million that hedged transactional exposures. At December 31, 2014, the Company had foreign currency forward sales contracts with an aggregate notional amount of $150 million and foreign currency forward purchase contracts with an aggregate notional amount of $70 million that hedged transactional exposures. The fair value of these derivative instruments were assets of $10 million and $1 million at December 31, 2015 and 2014, respectively. The Company also has foreign currency derivative instruments that hedge certain foreign currency transactional exposures and are designated as cash-flow hedges. The amounts included in AOCI relating to these hedges at both December 31, 2015 and 2014 were not significant. By using derivative financial instruments to hedge exposures, the Company exposes itself to credit risk and market risk. Credit risk is the risk that the counterparty will fail to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk for the Company. When the fair value of a derivative contract is negative, the Company owes the counterparty and, therefore, it does not possess credit risk. The Company minimizes the credit risk in derivative instruments by entering into over-the-counter transactions only with investment grade counterparties or by utilizing exchange-traded derivatives. Market risk is the adverse effect on the value of a financial instrument that results from a change in commodity prices, interest rates or foreign exchange rates. The market risk associated with commodity-price, interest rate or foreign exchange contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. The fair value and balance sheet location of the Company’s derivative instruments accounted for as cash-flow hedges and presented gross are presented below: Fair Value of Derivative Instruments Fair Value Fair Value Derivatives designated as cash-flow hedging instruments: (in millions) Balance Sheet Location At December 31, 2015 At December 31, 2014 Balance Sheet Location At December 31, 2015 At December 31, 2014 Commodity and foreign currency contracts Accounts receivable-net $ $ Accounts payable $ $ Commodity and foreign currency contracts Other assets Non-current liabilities Total $ $ $ $ At December 31, 2015, the Company had outstanding futures and option contracts that hedged the forecasted purchase of approximately 120 million bushels of corn and 28 million pounds of soybean oil. The Company is unable to directly hedge price risk related to co-product sales; however, it occasionally enters into hedges of soybean oil (a competing product to corn oil) in order to mitigate the price risk of corn oil sales. The Company also had outstanding swap and option contracts that hedged the forecasted purchase of approximately 19 million mmbtu’s of natural gas at December 31, 2015. Additionally at December 31, 2015, the Company had outstanding ethanol futures contracts that hedged the forecasted sale of approximately 3 million gallons of ethanol. Additional information relating to the Company’s derivative instruments is presented below (in millions, pre-tax): Derivatives in Amount of Gains (Losses) Recognized in OCI Location of Gains (Losses) Amount of Gains (Losses) Reclassified from AOCI into Income Cash-Flow Hedging Relationships Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2013 Reclassified from AOCI into Income Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2013 Commodity and foreign currency contracts $ ) $ ) $ ) Cost of Sales $ ) $ ) $ ) Interest rate contracts — — — Financing costs, net ) ) ) Total $ ) $ ) $ ) $ ) $ ) $ ) At December 31, 2015, AOCI included approximately $19 million of losses, net of income taxes of $9 million, on commodities-related derivative instruments designated as cash-flow hedges that are expected to be reclassified into earnings during the next twelve months. Transactions and events expected to occur over the next twelve months that will necessitate reclassifying these derivative losses to earnings include the sale of finished goods inventory that includes previously hedged purchases of corn, natural gas and ethanol. The Company expects the losses to be offset by changes in the underlying commodities cost. Additionally at December 31, 2015, AOCI included $2 million of losses on settled T-Locks (net of income taxes of $1 million) and $2 million of losses related to foreign currency hedges (net of income taxes of $1 million), which are expected to be reclassified into earnings during the next twelve months. Cash-flow hedges discontinued during 2015 or 2014 were not significant. Presented below are the fair values of the Company’s financial instruments and derivatives for the periods presented: As of December 31, 2015 As of December 31, 2014 (in millions) Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Available for sale securities $ $ $ — $ — $ $ $ — $ — Derivative assets — — — Derivative liabilities — — Long-term debt — — — — Level 1 inputs consist of quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly for substantially the full term of the financial instrument. Level 2 inputs are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability or can be derived principally from or corroborated by observable market data. Level 3 inputs are unobservable inputs for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available, thereby allowing for fair value estimates to be made in situations in which there is little, if any, market activity for the asset or liability at the measurement date. The carrying values of cash equivalents, short-term investments, accounts receivable, accounts payable and short-term borrowings approximate fair values. Commodity futures, options and swap contracts are recognized at fair value. Foreign currency forward contracts, swaps and options are also recognized at fair value. The fair value of the Company’s long-term debt is estimated based on quotations of major securities dealers who are market makers in the securities. Presented below are the carrying amounts and the fair values of the Company’s long-term debt at December 31, 2015 and 2014. 2015 2014 (in millions) Carrying amount Fair value Carrying amount Fair value 4.625% senior notes due November 1, 2020 $ $ $ $ 1.8% senior notes due September 25, 2017 6.625% senior notes due April 15, 2037 6.0% senior notes due April 15, 2017 5.62% senior notes due March 25, 2020 3.2% senior notes repaid November 1, 2015 — — U.S. revolving credit facility due October 22, 2017 Term loan due January 10, 2017 — — Fair value adjustment related to hedged fixed rate debt instruments — — Total long-term debt $ $ $ $ |
Financing Arrangements
Financing Arrangements | 12 Months Ended |
Dec. 31, 2015 | |
Financing Arrangements | |
Financing Arrangements | NOTE 7 — Financing Arrangements The Company had total debt outstanding of $1.84 billion and $1.82 billion at December 31, 2015 and 2014, respectively. Short-term borrowings at December 31, 2015 and 2014 consist primarily of amounts outstanding under various unsecured local country operating lines of credit. Short-term borrowings consist of the following at December 31: (in millions) 2015 2014 Short-term borrowings in various currencies (at rates ranging from 2% to 6% for 2015 and 1% to 7% for 2014) $ $ The Company has a senior, unsecured $1 billion revolving credit agreement (the “Revolving Credit Agreement”) that matures on October 22, 2017. Subject to certain terms and conditions, the Company may increase the amount of the revolving facility under the Revolving Credit Agreement by up to $250 million in the aggregate. All committed pro rata borrowings under the revolving facility will bear interest at a variable annual rate based on the LIBOR or prime rate, at the Company’s election, subject to the terms and conditions thereof, plus, in each case, an applicable margin based on the Company’s leverage ratio (as reported in the financial statements delivered pursuant to the Revolving Credit Agreement). The Revolving Credit Agreement contains customary representations, warranties, covenants, events of default, terms and conditions, including limitations on liens, incurrence of debt, mergers and significant asset dispositions. The Company must also comply with a leverage ratio and an interest coverage ratio covenant. The occurrence of an event of default under the Revolving Credit Agreement could result in all loans and other obligations under the agreement being declared due and payable and the revolving credit facility being terminated. On July 10, 2015, the Company entered into a new Term Loan Credit Agreement to establish an 18-month, $350 million multi-currency senior unsecured term loan credit facility. All borrowings under the term loan facility bear interest at a variable annual rate based on the LIBOR or base rate, at the Company’s election, subject to the terms and conditions thereof, plus, in each case, an applicable margin. Proceeds of $350 million from the new Term Loan Credit Agreement were used to repay borrowings outstanding under our Revolving Credit Agreement. The Term Loan Credit Agreement contains customary representations, warranties, covenants, events of default, terms and conditions, including limitations on liens, incurrence of debt, mergers and significant asset dispositions. The Company must also comply with a leverage ratio and interest coverage ratio. The occurrence of an event of default under the Term Loan Credit Agreement could result in all loans and other obligations being declared due and payable and the term loan credit facility being terminated. On November 2, 2015, the Company repaid its $350 million, 3.2 percent senior notes at the maturity date with proceeds from the Revolving Credit Agreement and cash on hand. At December 31, 2015, there were $111 million of borrowings outstanding under the Revolving Credit Agreement. In addition to borrowing availability under its Revolving Credit Agreement, the Company has approximately $409 million of unused operating lines of credit in the various foreign countries in which it operates. Long-term debt, net of related discounts, premiums and debt issuance costs consists of the following at December 31: (in millions) 2015 2014 4.625% senior notes due November 1, 2020 $ $ 1.8% senior notes due September 25, 2017 6.625% senior notes due April 15, 2037 6.0% senior notes due April 15, 2017 5.62% senior notes due March 25, 2020 3.2% senior notes repaid November 1, 2015 — U.S. revolving credit facility due October 22, 2017 Term loan due January 10, 2017 — Fair value adjustment related to hedged fixed rate debt instruments Total $ $ Less: current maturities — — Long-term debt $ $ In the fourth quarter of 2015, the Company early adopted the provisions of ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30) , which requires that debt issuance costs associated with a recognized debt liability be presented in the balance sheet as a direct reduction from the carrying amount of that debt in the balance sheet. Accordingly, at December 31, 2015 and 2014, debt issuance costs of $5 million and $6 million, respectively, that otherwise would have been reported as other assets are classified as reductions of the carrying values of the related debt obligations. Deferred costs associated with the Company’s Revolving Credit Agreement remain in other assets. The Company’s long-term debt matures as follows: $961 million in 2017, $600 million in 2020 and $250 million in 2037. The Company’s long-term debt at December 31, 2014 included $350 million of 3.2 percent senior notes that were repaid at maturity in November 2015. These borrowings were included in long-term debt at December 31, 2014 as the Company had the ability and intent to refinance the notes on a long-term basis prior to the maturity date. Ingredion Incorporated guarantees certain obligations of its consolidated subsidiaries. The amount of the obligations guaranteed aggregated $204 million and $214 million at December 31, 2015 and 2014, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2015 | |
Leases | |
Leases | NOTE 8 - Leases The Company leases rail cars, certain machinery and equipment, and office space under various operating leases. Rental expense under operating leases was $52 million, $47 million and $47 million in 2015, 2014 and 2013, respectively. Minimum lease payments due on non-cancellable leases existing at December 31, 2015 are shown below: (in millions) Year Minimum Lease Payments 2016 $ 2017 2018 2019 2020 Balance thereafter |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes | |
Income Taxes | NOTE 9 - Income Taxes The components of income before income taxes and the provision for income taxes are shown below: (in millions) 2015 2014 2013 Income before income taxes: United States $ $ $ Foreign Total $ $ $ Provision for income taxes: Current tax expense US federal $ $ $ State and local Foreign Total current $ $ $ Deferred tax expense (benefit) US federal $ ) $ ) $ State and local ) ) ) Foreign Total deferred $ ) $ ) $ Total provision for income taxes $ $ $ Deferred income taxes are provided for the tax effects of temporary differences between the financial reporting basis and tax basis of assets and liabilities. Significant temporary differences at December 31, 2015, and 2014 are summarized as follows: (in millions) 2015 2014 Deferred tax assets attributable to: Employee benefit accruals $ $ Pensions and postretirement plans Derivative contracts Net operating loss carryforwards Foreign tax credit carryforwards — Other Gross deferred tax assets $ $ Valuation allowance ) ) Net deferred tax assets $ $ Deferred tax liabilities attributable to: Property, plant and equipment $ $ Identified intangibles Gross deferred tax liabilities $ $ Net deferred tax liabilities $ $ Of the $13 million of tax-effected net operating loss carryforwards at December 31, 2015, approximately $9 million are for state loss carryforwards. Income tax accounting requires that a valuation allowance be established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. In making this assessment, management considers the level of historical taxable income, scheduled reversal of deferred tax liabilities, tax planning strategies, tax carryovers and projected future taxable income. At December 31, 2015, the Company maintains valuation allowances of $9 million for state loss carryforwards and $3 million for foreign loss carryforwards that management has determined will more likely than not expire prior to realization. A reconciliation of the US federal statutory tax rate to the Company’s effective tax rate follows: 2015 2014 2013 Provision for tax at US federal statutory rate % % % Tax rate difference on foreign income ) ) ) State and local taxes — net Nondeductible goodwill impairment - Southern Cone — — Tax impact of fluctuations in Mexican Pesos to US Dollar — Other items — net ) ) ) Provision at effective tax rate % % % The Company has significant operations in Canada, Mexico and Thailand where the statutory tax rates are 25 percent, 30 percent and 20 percent in 2015, respectively. In addition, the Company’s subsidiary in Brazil has a statutory tax rate of 34 percent, before local incentives that vary each year. The Company has determined that the US dollar is the functional currency for its subsidiaries in Mexico. Because of the decline in the value of the Mexican peso versus the US dollar in 2015 and 2014, the Mexican tax provision includes increased tax expense of approximately $17 million or 2.87 percentage points on the effective tax rate in 2015, and $7 million or 1.3 percentage points on the effective tax rate in 2014. These impacts are largely associated with foreign currency transaction gains for local tax purposes on net US dollar monetary assets held in Mexico for which there is no corresponding gain in pre-tax income. During 2015, an audit was settled at a National Starch subsidiary related to a pre-acquisition period for which we are indemnified by Akzo Nobel N.V. (“Akzo”). In the third quarter of 2014, the Company recognized increased tax expense to reserve approximately $7 million ($5 million of tax and $2 million of interest) or 1.3 percentage points in the effective tax rate for the audit. In the third quarter of 2015 the reserve was reduced by approximately $4 million ($3 million of tax and $1 million of interest) which resulted in a decrease of 0.7 percentage points in the 2015 effective tax rate. These impacts are included in the rate reconciliation within “Other items-net”. The $7 million of tax expense and $4 million of reduced tax expense were recorded in the tax provision of the subsidiary, while the reimbursement from Akzo under the indemnity is recorded as other income-net, which results in no impact in net income for all periods. Provisions are made for estimated US and foreign income taxes, less credits that may be available, on distributions from foreign subsidiaries to the extent dividends are anticipated. No provision has been made for income taxes on approximately $2.4 billion of undistributed earnings of foreign subsidiaries at December 31, 2015, as such amounts are considered permanently reinvested. It is not practicable to estimate the additional income taxes, including applicable withholding taxes and credits that would be due upon the repatriation of these earnings. A reconciliation of the beginning and ending amounts of unrecognized tax benefits, excluding interest and penalties, for 2015 and 2014 is as follows: (in millions) 2015 2014 Balance at January 1 $ $ Additions for tax positions related to prior years — Reductions for tax positions related to prior years ) ) Additions based on tax positions related to the current year — Reductions related to a lapse in the statute of limitations ) ) Balance at December 31 $ $ Of the $12 million of unrecognized tax benefits at December 31, 2015, $3 million represents the amount that, if recognized, would affect the effective tax rate in future periods. The remaining $9 million would include an offset of $12 million of foreign tax credit carryforwards that would otherwise be created as part of the Canada and US audit process described below. The Company accounts for interest and penalties related to income tax matters within the provision for income taxes. The Company has accrued $4 million of interest expense related to the unrecognized tax benefits as of December 31, 2015. The accrued interest expense was $6 million and accrued penalties were $1 million as of December 31, 2014. The Company is subject to US federal income tax as well as income tax in multiple state and non-US jurisdictions. The US federal tax returns are subject to audit for the years 2012 to 2015. In general, the Company’s foreign subsidiaries remain subject to audit for years 2009 and later. During 2014, the US and Canadian tax authorities reached an agreement that settled the issues for the years 2000 through 2003. The Company continues to pursue relief from double taxation under the US and Canadian tax treaty for the remaining years 2004-2015, and it is possible but not assured, that a conclusion could be reached on the remaining periods within 12 months of December 31, 2015. The Company believes that it has adequately provided for the most likely outcome of the settlement process. It is also reasonably possible that the total amount of unrecognized tax benefits will increase or decrease within twelve months of December 31, 2015. The Company has classified $1 million of the unrecognized tax benefits as current because they are expected to be resolved within the next twelve months. |
Benefit Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
Benefit Plans | |
Benefit Plans | NOTE 10 – Benefit Plans The Company and its subsidiaries sponsor noncontributory defined benefit pension plans covering substantially all employees in the United States and Canada, and certain employees in other foreign countries. Plans for most salaried employees provide pay-related benefits based on years of service. Plans for hourly employees generally provide benefits based on flat dollar amounts and years of service. The Company’s general funding policy is to make contributions to the plans in amounts that comply with minimum funding requirements and are within the limits of deductibility under current tax regulations. Certain foreign countries allow income tax deductions without regard to contribution levels, and the Company’s policy in those countries is to make contributions required by the terms of the applicable plan. Certain US salaried employees are covered by a defined benefit “cash balance” pension plan, which provides benefits based on service credits to the participating employees’ accounts of between 3 percent and 10 percent of base salary, bonus and overtime. Included in the Company’s pension obligation are nonqualified supplemental retirement plans for certain key employees. All benefits provided under these plans are unfunded, and payments to plan participants are made by the Company. The Company also provides healthcare and/or life insurance benefits for retired employees in the United States, Canada and Brazil. Healthcare benefits for retirees outside of the United States, Canada, and Brazil are generally covered through local government plans. During the first quarter of 2015, the Company amended one of its pension plans in Canada to eliminate future benefit accruals for the plan effective April 30, 2015. This plan curtailment resulted in an improvement in the funded status of the plan by approximately $9 million in the first quarter. The impact of this plan curtailment on net periodic benefit cost for the year ended December 31, 2015 was not significant . Also during the first quarter of 2015, the Company acquired certain pension and postretirement obligations and related assets as part of the Penford acquisition. In the fourth quarter of 2014, the Company amended its retiree medical plan in the US for salaried employees. This amendment provided that employees must meet certain age and years of service requirements through December 31, 2014 in order to continue to participate in the plan. As such, the number of eligible employees was significantly reduced. Eligible US salaried employees are provided with access to postretirement medical insurance through retirement healthcare spending accounts. US salaried employees accrue an account during employment, which can be used after employment to purchase postretirement medical insurance from the Company prior to age 65 and Medigap or Medicare HMO policies after age 65. The accounts are credited with a flat dollar amount and indexed for inflation annually during employment. These credits ceased after December 31, 2014. The accounts also accrue interest credits using a rate equal to a specified amount above the yield on five-year US Treasury notes. Employees can use the amounts accumulated in these accounts, including credited interest, to purchase postretirement medical insurance. Employees become eligible for benefits when they meet minimum age and service requirements. The Company recognizes the cost of these postretirement benefits by accruing a flat dollar amount on an annual basis for each US salaried employee. Pension Obligation and Funded Status – The changes in pension benefit obligations and plan assets during 2015 and 2014, as well as the funded status and the amounts recognized in the Company’s Consolidated Balance Sheets related to the Company’s pension plans at December 31, 2015 and 2014, were as follows: US Plans Non-US Plans (in millions) 2015 2014 2015 2014 Benefit obligation At January 1 $ $ $ $ Service cost Interest cost Benefits paid ) ) ) ) Actuarial (gain) loss ) ) Business combinations / transfers — — ) Curtailment / settlement / amendments ) ) ) — Foreign currency translation — — ) ) Benefit obligation at December 31 $ $ $ $ Fair value of plan assets At January 1 $ $ $ $ Actual return on plan assets ) Employer contributions Benefits paid ) ) ) ) Plan settlements ) ) — — Business combinations — — — Foreign currency translation — — ) ) Fair value of plan assets at December 31 $ $ $ $ Funded status $ ) $ ) $ ) $ ) Amounts recognized in the Consolidated Balance Sheets as of December 31, 2015 and 2014 were as follows: US Plans Non-US Plans (in millions) 2015 2014 2015 2014 Other assets $ $ $ $ Accrued liabilities ) ) ) ) Non-current liabilities ) ) ) ) Net liability recognized $ ) $ ) $ ) $ ) Amounts recognized in accumulated other comprehensive loss, excluding tax effects, that have not yet been recognized as components of net periodic benefit cost at December 31, 2015 and 2014 were as follows: US Plans Non-US Plans (in millions) 2015 2014 2015 2014 Net actuarial loss $ $ $ $ Transition obligation — — Prior service credit ) ) ) ) Net amount recognized $ $ $ $ The decrease in the net amount recognized in accumulated comprehensive loss at December 31, 2015 for the Non-US plans, as compared to December 31, 2014, is largely due to an increase in discount rates used to measure the Company’s obligations under its pension plans in addition to the effect of the curtailment described above. The accumulated benefit obligation for all defined benefit pension plans was $541 million and $527 million at December 31, 2015 and 2014, respectively. Information about plan obligations and assets for plans with an accumulated benefit obligation in excess of plan assets is as follows: US Plans Non-US Plans (in millions) 2015 2014 2015 2014 Projected benefit obligation $ $ $ $ Accumulated benefit obligation Fair value of plan assets — Components of net periodic benefit cost consist of the following for the years ended December 31, 2015, 2014 and 2013: US Plans Non-US Plans (in millions) 2015 2014 2013 2015 2014 2013 Service cost $ $ $ $ $ $ Interest cost Expected return on plan assets ) ) ) ) ) ) Amortization of actuarial loss Settlement gain ) — — — — — Net periodic benefit cost $ ) $ — $ $ $ $ For the US plans, the Company estimates that net periodic benefit cost for 2016 will include approximately $1 million relating to the amortization of its accumulated actuarial loss included in accumulated other comprehensive loss at December 31, 2015. For the non-US plans, the Company estimates that net periodic benefit cost for 2016 will include approximately $1 million relating to the amortization of its accumulated actuarial loss. Actuarial gains and losses in excess of 10 percent of the greater of the projected benefit obligation or the market-related value of plan assets are recognized as a component of net periodic benefit cost over the average remaining service period of a plan’s active employees for active defined benefit pension plans and over the average remaining life of a plan’s active employees for frozen defined benefit pension plans. Total amounts recorded in other comprehensive income and net periodic benefit cost during 2015 was as follows: (in millions, pre-tax) US Plans Non-US Plans Net actuarial gain $ — $ ) Amortization of actuarial loss ) ) Settlement gain — Total recorded in other comprehensive income — ) Net periodic benefit cost ) Total recorded in other comprehensive income and net periodic benefit cost $ ) $ ) The following weighted average assumptions were used to determine the Company’s obligations under the pension plans: US Plans Non-US Plans 2015 2014 2015 2014 Discount rate % % % % Rate of compensation increase % % % % The following weighted average assumptions were used to determine the Company’s net periodic benefit cost for the pension plans: US Plans Non-US Plans 2015 2014 2013 2015 2014 2013 Discount rate % % % % % % Expected long-term return on plan assets % % % % % % Rate of compensation increase % % % % % % For 2016 and 2015, the Company has assumed an expected long-term rate of return on assets of 5.75 percent and 7.00 percent for US plans and approximately 5.00 percent and 6.00 percent for Canadian plans, respectively. In developing the expected long-term rate of return assumption on plan assets, which consist mainly of US and Canadian equity and debt securities, management evaluated historical rates of return achieved on plan assets and the asset allocation of the plans, input from the Company’s 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. The decrease in expected long-term rate of return on assets is due to the expected change in our investment approach and related asset allocation during 2016 to a liability-driven investment approach. As a result, a higher proportion of investments are expected to be in interest-sensitive investments (fixed income) as compared to the current investment strategy for the US and Canada pension plans. The discount rate reflects a rate of return on high-quality fixed income investments that match the duration of the expected benefit payments. The Company has typically used returns on long-term, high-quality corporate AA bonds as a benchmark in establishing this assumption. In 2016, we are changing the method used to estimate the service and interest cost components of net periodic benefit cost for certain of our defined benefit pension and postretirement benefit plans. Historically, we estimated the service and interest cost components using a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period. For 2016, we have elected to use a full yield curve approach in the estimation of these 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. Plan Assets – The Company’s investment policy for its pension plans is to balance risk and return through diversified portfolios of equity instruments, fixed income securities, and short-term investments. Maturities for fixed income securities are managed such that sufficient liquidity exists to meet near-term benefit payment obligations. For US pension plans, the weighted average target range allocation of assets was 38-72 percent in equities, 31-58 percent in fixed income and 1-3 percent in cash and other short-term investments. The asset allocation is reviewed regularly and portfolio investments are rebalanced to the targeted allocation when considered appropriate. The Company anticipates increasing its target allocation of assets in fixed income portfolios in the future due to the funded nature of the US and Canada plans. The Company’s weighted average asset allocation as of December 31, 2015 and 2014 for US and non-US pension plan assets is as follows: US Plans Non-US Plans Asset Category 2015 2014 2015 2014 Equity securities % % % % Debt securities % % % % Cash and other % % % % Total % % % % The fair values of the Company’s plan assets at December 31, 2015, by asset category and level in the fair value hierarchy are as follows: Fair Value Measurements at December 31, 2015 Quoted Prices in Active Markets for Significant Significant Identical Observable Unobservable Asset Category Assets Inputs Inputs (in millions) (Level 1) (Level 2) (Level 3) Total US Plans: Equity index: US ( a ) $ $ International ( b ) Real estate ( c ) Fixed income index: Intermediate bond ( d ) Long bond ( e ) Cash ( f ) Total US Plans $ $ Non-US Plans: Equity index: US ( a ) $ $ Canada ( g ) International ( b ) Fixed income index: Intermediate bond (d) Long bond ( h ) Other (i) Cash ( f ) Total Non-US Plans $ $ $ (a) This category consists of a passively managed equity index fund that tracks the return of large capitalization US equities. (b) This category consists of a passively managed equity index fund that tracks an index of returns on international developed market equities. (c) This category consists of a passively managed equity index fund that tracks a US real estate equity securities index that includes equities of real estate investment trusts and real estate operating companies. (d) This category consists of a passively managed fixed income index fund that tracks the return of intermediate duration government and investment grade corporate bonds. (e) This category consists of a passively managed fixed income fund that tracks the return of long duration US government and investment grade corporate bonds. (f) This category represents cash or cash equivalents. (g) This category consists of a passively managed equity index fund that tracks the return of large and mid-sized capitalization equities traded on the Toronto Stock Exchange. (h) This category consists of a passively managed fixed income index fund that tracks the return of the universe of Canada government and investment grade corporate bonds. (i) This category mainly consists of investment products provided by an insurance company that offers returns that are subject to a minimum guarantee. All significant pension plan assets are held in collective trusts by the Company’s US and non-US plans. The fair values of shares of collective trusts are based upon the net asset values of the funds reported by the fund managers based on quoted market prices of the underlying securities as of the balance sheet date and are considered to be Level 2 fair value measurements. This may produce a fair value measurement that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with those of other market participants, the use of different methodologies could result in different fair value measurements at the reporting date. In 2015, the Company made cash contributions of $11 million and $5 million to its US and non-US pension plans, respectively. The Company anticipates that in 2016 it will make cash contributions of $1 million and $4 million to its US and non-US pension plans, respectively. Cash contributions in subsequent years will depend on a number of factors including the performance of plan assets. The following benefit payments, which reflect anticipated future service, as appropriate, are expected to be made: (in millions) US Plans Non-US Plans 2016 $ $ 2017 2018 2019 2020 Years 2021 - 2025 The Company and certain subsidiaries also maintain defined contribution plans. The Company makes matching contributions to these plans that are subject to certain vesting requirements and are based on a percentage of employee contributions. Amounts charged to expense for defined contribution plans totaled $17 million, $17 million and $15 million in 2015, 2014 and 2013, respectively. Postretirement Benefit Plans — The Company’s postretirement benefit plans currently are not funded. The information presented below includes plans in the United States, Brazil, and Canada. The changes in the benefit obligations of the plans during 2015 and 2014, and the amounts recognized in the Company’s Consolidated Balance Sheets at December 31, 2015 and 2014, are as follows: (in millions) 2015 2014 Accumulated postretirement benefit obligation At January 1 $ $ Service cost Interest cost Plan amendment ) Actuarial (gain) loss ) Business combinations / transfers — Benefits paid ) ) Foreign currency translation ) ) At December 31 $ $ Fair value of plan assets — — Funded status $ ) $ ) Amounts recognized in the Consolidated Balance Sheet consist of: (in millions) 2015 2014 Accrued liabilities $ ) $ ) Non-current liabilities ) ) Net liability recognized $ ) $ ) Amounts recognized in accumulated other comprehensive (income) loss, excluding tax effects, that have not yet been recognized as components of net periodic benefit cost at December 31, 2015 and 2014 were as follows: (in millions) 2015 2014 Net actuarial loss $ $ Prior service credit ) ) Net amount recognized $ ) $ ) Components of net periodic benefit cost consisted of the following for the years ended December 31, 2015, 2014 and 2013: (in millions) 2015 2014 2013 Service cost $ $ $ Interest cost Amortization of prior service credit ) — Net periodic benefit cost $ $ $ The Company estimates that postretirement benefit expense for these plans for 2016 will include approximately $3 million relating to the amortization of the prior service credit included in accumulated other comprehensive income at December 31, 2015. Total amounts recorded in other comprehensive income and net periodic benefit cost during 2015 was as follows: (in millions, pre-tax) 2015 Net actuarial gain $ ) Amortization of prior service credit New prior service cost Total recorded in other comprehensive income Net periodic benefit cost Total recorded in other comprehensive income and net periodic benefit cost $ The following weighted average assumptions were used to determine the Company’s obligations under the postretirement plans: 2015 2014 Discount rate % % The following weighted average assumptions were used to determine the Company’s net postretirement benefit cost: 2015 2014 2013 Discount rate % % % The discount rate reflects a rate of return on high-quality fixed-income investments that match the duration of expected benefit payments. The Company has typically used returns on long-term, high-quality corporate AA bonds as a benchmark in establishing this assumption. The healthcare cost trend rates used in valuing the Company’s postretirement benefit obligations are established based upon actual healthcare trends and consultation with actuaries and benefit providers. The following assumptions were used as of December 31, 2015: US Canada Brazil 2015 increase in per capita cost % % % Ultimate trend % % % Year ultimate trend reached The sensitivities of service cost and interest cost and year-end benefit obligations to changes in healthcare cost trend rates for the postretirement benefit plans as of December 31, 2015 are as follows: 2015 One-percentage point increase in trend rates: Increase in service cost and interest cost components $ 0.5 million Increase in year-end benefit obligations $ 6.0 million 2015 One-percentage point decrease in trend rates: Decrease in service cost and interest cost components $ 0.3 million Decrease in year-end benefit obligations $ 5.0 million The following benefit payments, which reflect anticipated future service, as appropriate, are expected to be made under the Company’s postretirement benefit plans: (in millions) 2016 $ 2017 2018 2019 2020 Years 2021 - 2025 $ Multiemployer Plans — The Company participates in and contributes to one multiemployer benefit plan under the terms of a collective bargaining agreement that covers certain union-represented employees and retirees in the US. The plan covers medical and dental benefits for active hourly employees and retirees represented by the United States Steel Workers Union for certain US locations. The risks of participating in this multiemployer plan are different from single-employer plans. This plan receives contributions from two or more unrelated employers pursuant to one or more collective bargaining agreements and the assets contributed by one employer may be used to fund the benefits of all employees covered within the plan. The Company is required to make contributions to this plan as determined by the terms and conditions of the collective bargaining agreements and plan terms. For the years ended December 31, 2015, 2014 and 2013, the Company made regular contributions of $12 million for each year to this multi-employer plan. The Company cannot currently estimate the amount of multiemployer plan contributions that will be required in 2016 and future years, but these contributions could increase due to healthcare cost trends. |
Supplementary Information
Supplementary Information | 12 Months Ended |
Dec. 31, 2015 | |
Supplementary Information | |
Supplementary Information | NOTE 11 — Supplementary Information Balance Sheets (in millions) 2015 2014 Accounts receivable — net: Accounts receivable — trade $ $ Accounts receivable — other Allowance for doubtful accounts ) ) Total accounts receivable — net $ $ Inventories: Finished and in process $ $ Raw materials Manufacturing supplies Total inventories $ $ Accrued liabilities: Compensation-related costs $ $ Income taxes payable Dividends payable Accrued interest Taxes payable other than income taxes Other Total accrued liabilities $ $ Non-current liabilities: Employees’ pension, indemnity and postretirement $ $ Other Total non-current liabilities $ $ Statements of Income (in millions) 2015 2014 2013 Other income - net: Gain from sale of plant $ $ — $ — Legal settlement ) — — Income tax indemnification (expense) income (a) ) — Gain from sale of investment — — Gain from sale of idled plant — — Other Other income - net $ $ $ (a) Amount fully offset by $4 million of benefit and $7 million of expense recorded in the income tax provision for 2015 and 2014, respectively. Financing costs-net: Interest expense, net of amounts capitalized (a) $ $ $ Interest income ) ) ) Foreign currency transaction losses Financing costs-net $ $ $ (a) Interest capitalized amounted to $2 million, $2 million and $4 million in 2015, 2014 and 2013, respectively. Statements of Cash Flow : (in millions) 2015 2014 2013 Other non-cash charges to net income: Mechanical stores expense (a) $ $ $ Share-based compensation expense Other ) Total other non-cash charges to net income $ $ $ (a) Represents spare parts used in the production process. Such spare parts are recorded in PP&E as part of machinery and equipment until they are utilized in the manufacturing process and expensed as a period cost. (in millions) 2015 2014 2013 Interest paid $ $ $ Income taxes paid |
Equity
Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity | |
Equity | NOTE 12 - Equity Preferred stock: The Company has authorized 25 million shares of $0.01 par value preferred stock, none of which were issued or outstanding at December 31, 2015 and 2014. Treasury stock: On December 12, 2014, the Board of Directors authorized a new stock repurchase program permitting the Company to purchase up to 5 million of its outstanding common shares from January 1, 2015 through December 12, 2019. The Company’s previously authorized stock repurchase program permitting the purchase of up to 4 million shares has been fully utilized. The parameters of the Company’s stock repurchase program are not established solely with reference to the dilutive impact of shares issued under the Company’s stock incentive plan. However, the Company expects that, over time, share repurchases will offset the dilutive impact of shares issued under the stock incentive plan. In 2015, the Company repurchased 435 thousand common shares in open market transactions at a cost of approximately $34 million. As part of the previous stock repurchase program, the Company entered into an accelerated share repurchase agreement (“ASR”) on July 30, 2014 with an investment bank under which the Company repurchased $300 million of its common stock. The Company paid the $300 million on August 1, 2014 and received an initial delivery of shares from the investment bank of 3,152,502 shares, representing approximately 80 percent of the shares anticipated to be repurchased based on current market prices at that time. The ASR was initially accounted for as an initial stock purchase transaction and a forward stock purchase contract. The initial delivery of shares resulted in an immediate reduction in the number of shares used to calculate the weighted average common shares outstanding for basic and diluted net earnings per share from the effective date of the ASR. On December 29, 2014, the ASR was completed and the Company received 671,823 additional shares of its common stock bringing the total amount of repurchases to 3,824,325 shares, based upon the volume-weighted average price of $78.45 per share over the term of the share repurchase agreement. The ASR was funded through a combination of cash on hand and utilization of the Revolving Credit Agreement. In 2013, the Company repurchased 3,385,000 common shares in open market transactions at a cost of approximately $227 million. The Company also reacquired 4,611, 8,738 and 21,629 shares of its common stock during 2015, 2014 and 2013, respectively, by both repurchasing shares from employees under the stock incentive plan and through the cancellation of forfeited restricted stock. The Company repurchased shares from employees at average purchase prices of $76.28, $61.05 and $44.55, or fair value at the date of purchase, during 2015, 2014 and 2013, respectively. All of the acquired shares are held as common stock in treasury, less shares issued to employees under the stock incentive plan. Set forth below is a reconciliation of common stock share activity for the years ended December 31, 2013, 2014 and 2015: (Shares of common stock, in thousands) Issued Held in Treasury Outstanding Balance at December 31, 2012 Issuance of restricted stock units as compensation ) Issuance under incentive and other plans ) Stock options exercised ) Purchase/acquisition of treasury stock — ) Balance at December 31, 2013 Issuance of restricted stock units as compensation ) Issuance under incentive and other plans ) Stock options exercised — ) Purchase/acquisition of treasury stock — ) Balance at December 31, 2014 Issuance of restricted stock units as compensation — ) Issuance under incentive and other plans — ) Stock options exercised — ) Purchase/acquisition of treasury stock — ) Balance at December 31, 2015 Share-based payments: The following table summarizes the components of the Company’s share-based compensation expense for the last three years: (in millions) 2015 2014 2013 Stock options: Pre-tax compensation expense $ $ $ Income tax (benefit) ) ) ) Stock option expense, net of income taxes RSUs and RSAs: Pre-tax compensation expense Income tax (benefit) ) ) ) RSU and RSA compensation expense, net of income taxes Performance shares and other share-based awards: Pre-tax compensation expense Income tax (benefit) ) ) ) Performance shares and other share-based compensation expense, net of income taxes Total share-based compensation: Pre-tax compensation expense Income tax (benefit) ) ) ) Total share-based compensation expense, net of income taxes $ $ $ The Company has a stock incentive plan (“SIP”) administered by the compensation committee of its Board of Directors that provides for the granting of stock options, restricted stock, restricted stock units and other share-based awards to certain key employees. A maximum of 8 million shares were originally authorized for awards under the SIP. As of December 31, 2015, 5.2 million shares were available for future grants under the SIP. Shares covered by awards that expire, terminate or lapse will again be available for the grant of awards under the SIP. The Company grants nonqualified options to purchase shares of the Company’s common stock. The stock options have a ten-year life and are exercisable upon vesting, which occurs evenly over a three-year period at the anniversary dates of the date of grant. Compensation expense is generally recognized on a straight-line basis for awards. As of December 31, 2015, certain of these nonqualified options have been forfeited due to the termination of employees. The fair value of stock option awards was estimated at the grant dates using the Black-Scholes option-pricing model with the following assumptions: 2015 2014 2013 Expected life (in years) Risk-free interest rate % % % Expected volatility % % % Expected dividend yield % % % The expected life of options represents the weighted-average period of time that options granted are expected to be outstanding giving consideration to vesting schedules and the Company’s historical exercise patterns. The risk-free interest rate is based on the US Treasury yield curve in effect at the time of the grant for periods corresponding with the expected life of the options. Expected volatility is based on historical volatilities of the Company’s common stock. Dividend yields are based on historical dividend payments. The weighted average fair value of options granted during 2015, 2014 and 2013 was estimated to be $16.04, $12.99 and $17.87, respectively. A summary of stock option transactions for the year follows: (shares in thousands) Stock Option Shares Weighted Average per Share Exercise Price for Stock Options Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Outstanding at December 31, 2014 $ $ Granted Exercised ) Forfeited / Expired ) Outstanding at December 31, 2015 $ $ Exercisable at December 31, 2015 $ $ The intrinsic values of stock options exercised during 2015, 2014 and 2013 were approximately $27 million, $26 million and $20 million, respectively. For the years ended December 31, 2015, 2014 and 2013, cash received from the exercise of stock options was $21 million, $20 million and $14 million, respectively. The excess income tax benefit realized from share-based compensation was $8 million, $6 million and $5 million in 2015, 2014 and 2013, respectively. As of December 31, 2015, the unrecognized compensation cost related to non-vested stock options totaled $7 million, which is expected to be amortized over the weighted-average period of approximately 1.6 years. In addition to stock options, the Company awards shares of restricted common stock (“restricted shares”) and restricted stock units (“restricted units”) to certain key employees. The restricted shares and restricted units issued under the plan are subject to cliff vesting, generally after three to five years provided the employee remains in the service of the Company. Expense is generally recognized on a straight-line basis over the vesting period taking into account an estimated forfeiture rate. The fair value of the restricted stock and restricted units is determined based upon the number of shares granted and the quoted market price of the Company’s common stock at the date of the grant. The following table summarizes restricted share and restricted unit activity for the year: (shares in thousands) Number of Restricted Shares Weighted Average Grant-Date Fair Value per Share Number of Restricted Units Weighted Average Grant-Date Fair Value per Share Non-vested at December 31, 2014 $ $ Granted — — Vested ) ) Forfeited — — ) Non-vested at December 31, 2015 $ $ The total fair value of restricted units that vested in 2015, 2014 and 2013 was $13 million, $11 million and $1 million, respectively. The total fair value of restricted shares that vested in 2015, 2014 and 2013 was $1 million, $2 million and $2 million, respectively. At December 31, 2015, the total remaining unrecognized compensation cost related to restricted units was $14 million which will be amortized on a weighted-average basis over approximately 1.8 years. Unrecognized compensation cost related to restricted shares was insignificant at December 31, 2015. Recognized compensation cost related to unvested restricted share and restricted stock unit awards is included in share-based payments subject to redemption in the Consolidated Balance Sheets and totaled $17 million and $16 million at December 31, 2015 and 2014, respectively. Other share-based awards under the SIP: Under the compensation agreement with the Board of Directors at least 50 percent of a director’s compensation is awarded in shares of common stock or restricted units based on each director’s election to receive his or her compensation or a portion thereof in the form of restricted units. These restricted units vest immediately, but cannot be transferred until a date not less than six months after the director’s termination of service from the board at which time the restricted units will be settled by delivering shares of common stock. The compensation expense relating to this plan included in the Consolidated Statements of Income was approximately $1 million in 2015, 2014 and 2013. At December 31, 2015, there were approximately 176,000 restricted units outstanding under this plan at a carrying value of approximately $8 million. The Company has a long-term incentive plan for senior management in the form of performance shares. The ultimate payments for performance shares awarded in 2013, 2014 and 2015 to be paid in 2016, 2017 and 2018 will be based solely on the Company’s stock performance as compared to the stock performance of a peer group. Compensation expense is based on the fair value of the performance shares at the grant date, established using a Monte Carlo simulation model. The total compensation expense for these awards is amortized over a three-year service period. As of December 31, 2015, the unrecognized compensation cost relating to these plans was $2 million, which will be amortized over the remaining requisite service periods of 1 to 2 years. Recognized compensation cost related to these unvested awards is included in share-based payments subject to redemption in the Consolidated Balance Sheets and totaled $7 million and $6 million at December 31, 2015 and 2014, respectively. A summary of accumulated other comprehensive income (loss) for the years ended December 31, 2013, 2014 and 2015 is presented below: (in millions) Cumulative Translation Adjustment Deferred Gain/(Loss) on Hedging Activities Pension/ Postretirement Adjustment Unrealized Gain (Loss) on Investment Accumulated Other Comprehensive Loss Balance, December 31, 2012 $ ) $ ) $ ) $ ) $ ) Losses on cash-flow hedges, net of income tax effect of $29 ) ) Amount of losses on cash-flow hedges reclassified to earnings, net of income tax effect of $19 Actuarial gains on pension and other postretirement obligations, settlements and plan amendments, net of income tax effect of $32 Losses related to pension and other postretirement obligations reclassified to earnings, net of income tax of $3 Unrealized gain on investment, net of income tax effect Currency translation adjustment ) ) Balance, December 31, 2013 $ ) $ ) $ ) $ ) $ ) Losses on cash-flow hedges, net of income tax effect of $12 ) ) Amount of losses on cash-flow hedges reclassified to earnings, net of income tax effect of $23 Actuarial losses on pension and other postretirement obligations, settlements and plan amendments, net of income tax effect of $5 ) ) Losses related to pension and other postretirement obligations reclassified to earnings, net of income tax effect of $1 Currency translation adjustment ) ) Balance, December 31, 2014 $ ) $ ) $ ) $ ) $ ) Losses on cash-flow hedges, net of income tax effect of $19 ) ) Amount of losses on cash-flow hedges reclassified to earnings, net of income tax effect of $14 Actuarial gains on pension and other postretirement obligations, settlements and plan amendments, net of income tax effect of $5 Losses related to pension and other postretirement obligations reclassified to earnings, net of income tax effect Currency translation adjustment ) ) Balance, December 31, 2015 $ ) $ ) $ ) $ ) $ ) The following table provides detail pertaining to reclassifications from AOCI into net income for the periods presented: Details about AOCI Components Amount Reclassified from AOCI Affected Line Item in Consolidated Statements (in millions) 2015 2014 2013 of Income Gains (losses) on cash-flow hedges: Commodity and foreign currency contracts $ ) $ ) $ ) Cost of sales Interest rate contracts ) ) ) Financing costs, net Losses related to pension and other postretirement obligations ) ) ) (a) Total before tax reclassifications $ ) $ ) $ ) Income tax benefit Total after-tax reclassifications $ ) $ ) $ ) (a) This component is included in the computation of net periodic benefit cost and affects both cost of sales and SG&A expenses on the Consolidated Statements of Income. The following table provides the computation of basic and diluted earnings per common share (“EPS”) for the periods presented. 2015 2014 2013 Net Income Net Income Net Income Available Weighted Available Weighted Available Weighted to Ingredion Average Shares Per Share to Ingredion Average Shares Per Share to Ingredion Average Shares Per Share (in millions, except per share amounts) (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount Basic EPS $ $ $ $ $ $ Effect of Dilutive Securities: Incremental shares from assumed exercise of dilutive stock options and vesting of dilutive RSUs, RSAs and other awards Diluted EPS $ $ $ $ $ $ |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Information | |
Segment Information | NOTE 13 - Segment Information The Company is principally engaged in the production and sale of starches and sweeteners for a wide range of industries, and is managed geographically on a regional basis. The Company’s operations are classified into four reportable business segments: North America, South America, Asia Pacific and Europe, Middle East and Africa (“EMEA”). Its North America segment includes businesses in the United States, Canada and Mexico. The Company’s South America segment includes businesses in Brazil, Colombia, Ecuador and the Southern Cone of South America, which includes Argentina, Chile, Peru and Uruguay. Its Asia Pacific segment includes businesses in South Korea, Thailand, Malaysia, China, Japan, Indonesia, the Philippines, Singapore, India, Australia and New Zealand. The Company’s EMEA segment includes businesses in the United Kingdom, Germany, South Africa, Pakistan and Kenya. (in millions) 2015 2014 2013 Net sales to unaffiliated customers: North America $ $ $ South America Asia Pacific EMEA Total $ $ $ Operating income: North America $ $ $ South America Asia Pacific EMEA (a) Corporate (b) ) ) ) Subtotal Impairment / restructuring charges ( c ) ) ) — Acquisition / integration costs ) ) — Charge for fair value mark-up of acquired inventory ) — — Litigation settlement ) — — Gain from sale of Canadian plant — — Total $ $ $ Total assets: North America $ $ $ South America Asia Pacific EMEA Total $ $ $ Depreciation and amortization: North America $ $ $ South America Asia Pacific EMEA Total $ $ $ Capital expenditures: North America $ $ $ South America Asia Pacific EMEA Total $ $ $ (a) For 2014, includes a $3 million gain from the sale of an idled plant in Kenya. (b) For 2015, includes $4 million of expense relating to a tax indemnification agreement with offsetting income of $4 million recorded in the provision for income taxes. For 2014, includes $7 million of income relating to this tax indemnification agreement with an offsetting expense of $7 million recorded in the provision for income taxes (see Note 9). (c) For 2015, includes $12 million of charges for impaired assets and restructuring costs in Brazil, $12 million of restructuring costs associated with the Penford acquisition and $4 million of restructuring costs in Canada. For 2014, includes a $33 million write-off of impaired goodwill in the Southern Cone of South America. The following table presents net sales to unaffiliated customers by country of origin for the last three years: Net Sales (in millions) 2015 2014 2013 United States $ $ $ Mexico Brazil Canada Korea Argentina Others Total $ $ $ The following table presents long-lived assets (excluding intangible assets and deferred income taxes) by country at December 31: Long-lived Assets (in millions) 2015 2014 2013 United States $ $ $ Mexico Brazil Canada Germany Thailand Korea Argentina Others Total $ $ $ |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies | |
Commitments and Contingencies | NOTE 14 — Commitments and Contingencies As previously reported, on April 22, 2011, Western Sugar and two other sugar companies filed a complaint in the U.S. District Court for the Central District of California against the Corn Refiners Association (“CRA”) and certain of its member companies, including the Company, alleging false and/or misleading statements relating to high fructose corn syrup in violation of the Lanham Act. On September 4, 2012, the Company and the other CRA member companies filed a counterclaim against the Sugar Association. The counterclaim alleged that the Sugar Association had made false and misleading statements that processed sugar differs from high fructose corn syrup in ways that are beneficial to consumers’ health (i.e., that consumers will be healthier if they consume foods and beverages containing processed sugar instead of high fructose corn syrup). The complaint and the counterclaim each sought injunctive relief and unspecified damages. On November 20, 2015 the parties to this lawsuit entered into a confidential settlement agreement. The lawsuit, including the complaint and the counterclaim, was dismissed with prejudice, and the Company made a settlement payment of approximately $7 million. The Company is a party to a large number of labor claims relating to its Brazilian operations. The Company has reserved an aggregate of approximately $3 million as of December 31, 2015 in respect of these claims. These labor claims primarily relate to dismissals, severance, health and safety, work schedules and salary adjustments. The Company is currently subject to various other claims and suits arising in the ordinary course of business, including certain environmental proceedings and other commercial claims. The Company also routinely receive inquiries from regulators and other government authorities relating to various aspects of its business, including with respect to compliance with laws and regulations relating to the environment, and at any given time, the Company has matters at various stages of resolution with the applicable governmental authorities. The outcomes of these matters are not within the Company’s complete control and may not be known for prolonged periods of time. The Company does not believe that the results of currently known legal proceedings and inquires, even if unfavorable to the Company, will be material to the Company. There can be no assurance, however, that such claims, suits or investigations or those arising in the future, whether taken individually or in the aggregate, will not have a material adverse effect on the Company’s financial condition or results of operations. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Data (Unaudited) | |
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) Summarized quarterly financial data is as follows: (in millions, except per share amounts) 1 st QTR 2 nd QTR 3 rd QTR 4 th QTR * 2015 Net sales before shipping and handling costs $ $ $ $ Less: shipping and handling costs Net sales $ $ $ $ Gross profit Net income attributable to Ingredion Basic earnings per common share of Ingredion $ $ $ $ Diluted earnings per common share of Ingredion $ $ $ $ (in millions, except per share amounts) 1 st QTR 2 nd QTR 3 rd QTR 4 th QTR * 2014 Net sales before shipping and handling costs $ $ $ $ Less: shipping and handling costs Net sales $ $ $ $ Gross profit Net income attributable to Ingredion Basic earnings per common share of Ingredion $ $ $ $ Diluted earnings per common share of Ingredion $ $ $ $ * Fourth quarter 2015 includes a charge of $3.8 million ($2.6 million after-tax, or $0.04 per diluted common share) for restructuring costs in Canada, the United States and Brazil, costs of $0.7 million ($0.6 million after-tax, or $0.01 per diluted common share) associated with the acquisition and integration of Penford and Kerr, costs of $1.8 million ($1.1 million after-tax, or $0.02 per diluted common share) relating to the sale of Kerr inventory that was adjusted to fair value at the acquisition date in accordance with business combination accounting rules, costs of $6.8 million ($4.3 million after-tax, or $0.06 per diluted common share) relating to a litigation settlement and a gain of $9.8 million ($8.9 million after-tax, or $0.12 per diluted common share) from the sale of our Port Colborne, Canada plant. Fourth quarter 2014 includes a write-off of impaired goodwill in the Southern Cone of South America of $32.8 million ($0.44 per diluted common share) and $2.1 million of costs ($1.7 million after-tax, or $0.02 per diluted common share) related to the then-pending Penford acquisition. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies | |
Basis of presentation | Basis of presentation — The consolidated financial statements consist of the accounts of the Company, including all significant subsidiaries. Intercompany accounts and transactions are eliminated in consolidation. The preparation of the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the value of purchase consideration, valuation of accounts receivable, inventories, goodwill, intangible assets and other long-lived assets, legal contingencies, guarantee obligations, and assumptions used in the calculation of income taxes, and pension and other postretirement benefits, among others. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Management will adjust such estimates and assumptions when facts and circumstances dictate. Foreign currency devaluations, corn price volatility, access to difficult credit markets and adverse changes in the global economic environment have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates will be reflected in the financial statements in future periods. Certain prior year amounts in the Consolidated Balance Sheet have been reclassified to conform to the current year’s presentation. Specifically, debt issuance costs that had previously been included in Other Assets are now reported in Long-term Debt (see also “Recently adopted accounting standards” below and Note 7). Additionally, investments are now included in Other Assets. These reclassifications had no effect on previously reported net income or cash flows. Assets and liabilities of foreign subsidiaries, other than those whose functional currency is the US dollar, are translated at current exchange rates with the related translation adjustments reported in equity as a component of accumulated other comprehensive income (loss). The US dollar is the functional currency for the Company’s Mexico subsidiary. Income statement accounts are translated at the average exchange rate during the period. However, significant nonrecurring items related to a specific event are recognized at the exchange rate on the date of the significant event. For foreign subsidiaries where the US dollar is the functional currency, monetary assets and liabilities are translated at current exchange rates with the related adjustment included in net income. Non-monetary assets and liabilities are translated at historical exchange rates. Although the Company hedges the predominance of its transactional foreign exchange risk (see Note 6), the Company incurs foreign currency transaction gains/losses relating to assets and liabilities that are denominated in a currency other than the functional currency. For 2015, 2014 and 2013, the Company incurred foreign currency transaction losses of $6 million, $1 million and $3 million, respectively. The Company’s accumulated other comprehensive loss included in equity on the Consolidated Balance Sheets includes cumulative translation losses of approximately $1 billion and $701 million at December 31, 2015 and 2014, respectively. |
Cash and cash equivalents | Cash and cash equivalents — Cash equivalents consist of all instruments purchased with an original maturity of three months or less, and which have virtually no risk of loss in value. |
Inventories | Inventories — Inventories are stated at the lower of cost or net realizable value. Costs are predominantly determined using the weighted average method. |
Investments | Investments — Investments in the common stock of affiliated companies over which the Company does not exercise significant influence are accounted for under the cost method. In 2014, the Company sold an investment that it had accounted for under the cost method. The Company received $11 million in cash and recorded a pre-tax gain of $5 million from the sale. The Company no longer has any investments accounted for under the cost method. Investments that enable the Company to exercise significant influence, but do not represent a controlling interest, are accounted for under the equity method; such investments are carried at cost, adjusted to reflect the Company’s proportionate share of income or loss, less dividends received. The Company did not have any investments accounted for under the equity method at December 31, 2015 or 2014. The Company has equity interests in the CME Group Inc. and CBOE Holdings, Inc., which are classified as available for sale securities. The investments are carried at fair value with unrealized gains and losses recorded to other comprehensive income. The Company would recognize a loss on its investments when there is a loss in value of an investment that is other than temporary. Investments are included in Other Assets in the Consolidated Balance Sheet and are not significant. |
Leases | Leases - The Company leases rail cars, certain machinery and equipment, and office space. The Company classifies its leases as either capital or operating based on the terms of the related lease agreement and the criteria contained in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 840, Leases , and related interpretations. |
Property, plant and equipment and depreciation | Property, plant and equipment and depreciation — Property, plant and equipment (“PP&E”) are stated at cost less accumulated depreciation. Depreciation is generally computed on the straight-line method over the estimated useful lives of depreciable assets, which range from 25 to 50 years for buildings and from 2 to 25 years for all other assets. Where permitted by law, accelerated depreciation methods are used for tax purposes. The Company reviews the recoverability of the net book value of PP&E for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable from estimated future cash flows expected to result from its use and eventual disposition. If this review indicates that the carrying values will not be recovered, the carrying values would be reduced to fair value and an impairment loss would be recognized. As required under accounting principles generally accepted in the United States, the impairment analysis for long-lived assets occurs before the goodwill impairment assessment described below. |
Goodwill and other intangible assets | Goodwill and other intangible assets — Goodwill ($601 million and $478 million at December 31, 2015 and 2014, respectively) represents the excess of the cost of an acquired entity over the fair value assigned to identifiable assets acquired and liabilities assumed. The Company also has other intangible assets of $410 million and $290 million at December 31, 2015 and 2014, respectively. The carrying amount of goodwill by reportable business segment at December 31, 2015 and 2014 was as follows: (in millions) North America South America Asia Pacific EMEA Total Balance at December 31, 2012 $ $ $ $ $ Currency translation — ) ) ) Balance at December 31, 2013 $ $ $ $ $ Impairment charges — ) — — ) Currency translation — ) ) ) ) Balance at December 31, 2014 $ $ $ $ $ Currency translation — ) ) ) ) Acquisitions — — — Disposal ) — — — ) Balance at December 31, 2015 $ $ $ $ $ Goodwill before impairment charges $ $ $ $ $ Accumulated impairment charges ) ) ) — ) Balance at December 31, 2014 $ $ $ $ $ Goodwill before impairment charges $ $ $ $ $ Accumulated impairment charges ) ) ) — ) Balance at December 31, 2015 $ $ $ $ $ The following table summarizes the Company’s other intangible assets for the periods presented: As of December 31, 2015 As of December 31, 2014 (in millions) Gross Accumulated Amortization Net Weighted Average Useful Life (years) Gross Accumulated Amortization Net Weighted Average Useful Life (years) Trademarks/tradenames $ $ — $ — $ $ — $ — Customer relationships ) 25 ) 25 Technology ) 10 ) 10 Other ) 8 ) 8 Total other intangible assets $ $ ) $ 19 $ $ ) $ 19 For definite-lived intangible assets, the Company recognizes the cost of such amortizable assets in operations over their estimated useful lives and evaluates the recoverability of the assets whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Amortization expense related to intangible assets was $22 million in 2015 and $14 million in both 2014 and 2013. Based on acquisitions completed through December 31, 2015, intangible asset amortization expense is expected to be $25 million in both 2016 and 2017, $24 million in both 2018 and 2019, and $22 million in 2020. The Company assesses goodwill and other indefinite-lived intangible assets for impairment annually (or more frequently if impairment indicators arise). The Company has chosen to perform this annual impairment assessment as of October 1 of each year. In testing goodwill for impairment, the Company first assesses 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 the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount then the Company does not perform the two-step impairment test. If the Company concludes otherwise, then it performs the first step of the two-step impairment test as described in ASC Topic 350. In the first step, 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, a second step of the impairment assessment is performed in order to determine the implied fair value of a reporting unit’s goodwill. Determining the implied fair value of goodwill requires a valuation of the reporting unit’s tangible and intangible assets and liabilities in a manner similar to the allocation of purchase price in a business combination. If the carrying value of the reporting unit’s goodwill exceeds the implied fair value of its goodwill, goodwill is deemed impaired and is written down to the extent of the difference. Based on the results of the annual assessment, the Company concluded that as of October 1, 2015, it was more likely than not that the fair value of its reporting units was greater than their carrying value (although the $22 million of goodwill at the Company’s Brazil reporting unit continues to be closely monitored due to recent trends and increased volatility experienced in this reporting unit, such as continued slow economic growth, heightened competition and possible future negative economic growth). The results of the Company’s impairment testing in the fourth quarter of 2014 indicated that the estimated fair value of the Company’s Southern Cone of South America reporting unit was less than its carrying amount. Therefore, the Company recorded a non-cash impairment charge of $33 million to write-off the remaining balance of goodwill for this reporting unit in 2014. In testing indefinite-lived intangible assets for impairment, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is impaired. After assessing the qualitative factors, if the Company determines that it is not more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount, then it would not be required to compute the fair value of the indefinite-lived intangible asset. In the event the qualitative assessment leads the Company to conclude otherwise, then it would be required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test in accordance with ASC subtopic 350-30. In performing the qualitative analysis, the Company considers various factors including net sales derived from these intangibles and certain market and industry conditions. Based on the results of this qualitative assessment, the Company concluded that as of October 1, 2015, it was more likely than not that the fair value of the indefinite-lived intangible assets was greater than their carrying value. |
Revenue recognition | Revenue recognition — The Company recognizes operating revenues at the time title to the goods and all risks of ownership transfer to the customer. This transfer is considered complete when a sales agreement is in place, delivery has occurred, pricing is fixed or determinable and collection is reasonably assured. In the case of consigned inventories, the title passes and the transfer of ownership risk occurs when the goods are used by the customer. Taxes assessed by governmental authorities and collected from customers are accounted for on a net basis and excluded from revenues. |
Hedging instruments | Hedging instruments — The Company uses derivative financial instruments principally to offset exposure to market risks arising from changes in commodity prices, foreign currency exchange rates and interest rates. Derivative financial instruments used by the Company consist of commodity futures and option contracts, forward currency contracts and options, interest rate swap agreements and treasury lock agreements. The Company enters into futures and option contracts, which are designated as hedges of specific volumes of commodities (primarily corn and natural gas) that will be purchased in a future month. These derivative financial instruments are recognized in the Consolidated Balance Sheets at fair value. The Company has also entered into interest rate swap agreements that effectively convert the interest rate on certain fixed rate debt to a variable interest rate and, on certain variable rate debt, to a fixed interest rate. The Company periodically enters into treasury lock agreements to lock the benchmark rate for an anticipated fixed-rate borrowing. See also Note 6 and Note 7 of the notes to the consolidated financial statements for additional information. On the date a derivative contract is entered into, the Company designates the derivative as either a hedge of variable cash flows to be paid related to interest on variable rate debt, as a hedge of market variation in the benchmark rate for a future fixed rate debt issue, as a hedge of foreign currency cash flows associated with certain forecasted commercial transactions or loans, as a hedge of certain forecasted purchases of corn, natural gas or ethanol used in the manufacturing process (“a cash-flow hedge”), or as a hedge of the fair value of certain debt obligations (“a fair-value hedge”). This process includes linking all derivatives that are designated as fair-value or cash-flow hedges to specific assets and liabilities on the Consolidated Balance Sheet, or to specific firm commitments or forecasted transactions. For all hedging relationships, the Company documents the hedging relationships and its risk-management objective and strategy for undertaking the hedge transactions, the hedging instrument, the hedged item, the nature of the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed and a description of the method of measuring ineffectiveness. The Company also formally assesses both, at the hedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows or fair values of hedged items. When it is determined that a derivative is not highly effective as a hedge or has ceased to be a highly effective hedge, the Company discontinues hedge accounting prospectively. Changes in the fair value of floating-to-fixed interest rate swaps, treasury locks, commodity futures and option contracts or foreign currency forward contracts, swaps and options that are highly effective and that are designated and qualify as cash-flow hedges are recorded in other comprehensive income, net of applicable income taxes. Realized gains and losses associated with changes in the fair value of interest rate swaps and treasury locks are reclassified from accumulated other comprehensive income (“AOCI”) to the Consolidated Statement of Income over the life of the underlying debt. Gains and losses on hedges of foreign currency cash flows associated with certain forecasted commercial transactions or loans are reclassified from AOCI to the Consolidated Statement of Income when such transactions or obligations are settled. Gains and losses on commodity hedging contracts are reclassified from AOCI to the Consolidated Statement of Income when the finished goods produced using the hedged item are sold. The maximum term over which the Company hedges exposures to the variability of cash flows for commodity price risk is generally 24 months. Changes in the fair value of a fixed-to-floating interest rate swap agreement that is highly effective and that is designated and qualifies as a fair-value hedge, along with the loss or gain on the hedged debt obligation, are recorded in earnings. The ineffective portion of the change in fair value of a derivative instrument that qualifies as either a cash-flow hedge or a fair-value hedge is reported in earnings. The Company discontinues hedge accounting prospectively when it is determined that the derivative is no longer effective in offsetting changes in the cash flows or fair value of the hedged item, the derivative is de-designated as a hedging instrument because it is unlikely that a forecasted transaction will occur, or management determines that designation of the derivative as a hedging instrument is no longer appropriate. When hedge accounting is discontinued, the Company continues to carry the derivative on the Consolidated Balance Sheet at its fair value, and gains and losses that were included in AOCI are recognized in earnings in the same line item affected by the hedged transaction and in the same period or periods during which the hedged transaction affects earnings, or in the month a hedge is determined to be ineffective. The Company uses derivative financial instruments such as foreign currency forward contracts, swaps and options to manage the transactional foreign exchange risk that is created when transactions not denominated in the functional currency of the operating unit are revalued. The changes in fair value of these derivative instruments and the offsetting changes in the value of the underlying non-functional currency denominated transactions are recorded in earnings on a monthly basis. |
Stock-based compensation | Stock-based compensation — The Company has a stock incentive plan that provides for stock-based employee compensation, including the granting of stock options, shares of restricted stock, restricted stock units and performance shares to certain key employees. Compensation expense is recognized in the Consolidated Statements of Income for the Company’s stock-based employee compensation plan. The plan is more fully described in Note 12. |
Earnings per common share | Earnings per common share — Basic earnings per common share is computed by dividing net income attributable to Ingredion by the weighted average number of shares outstanding, which totaled 71.6 million for 2015, 73.6 million for 2014 and 77.0 million for 2013. Diluted earnings per share (EPS) is computed by dividing net income attributable to Ingredion by the weighted average number of shares outstanding, including the dilutive effect of outstanding stock options and other instruments associated with long-term incentive compensation plans. The weighted average number of shares outstanding for diluted EPS calculations was 73.0 million, 74.9 million and 78.3 million for 2015, 2014 and 2013, respectively. In 2015, 2014 and 2013, options to purchase approximately 0.3 million, 0.1 million and 0.4 million shares of common stock, respectively, were excluded from the calculation of the weighted average number of shares outstanding for diluted EPS because their effects were anti-dilutive. |
Risks and uncertainties | Risks and uncertainties — The Company operates domestically and internationally. In each country, the business and assets are subject to varying degrees of risk and uncertainty. The Company insures its business and assets in each country against insurable risks in a manner that it deems appropriate. Because of this geographic dispersion, the Company believes that a loss from non-insurable events in any one country would not have a material adverse effect on the Company’s operations as a whole. Additionally, the Company believes there is no significant concentration of risk with any single customer or supplier whose failure or non-performance would materially affect the Company’s results. |
Recently adopted accounting standards | Recently adopted accounting standards — In April 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30) , for the purpose of simplifying the presentation of debt issuance costs. This standard requires that debt issuance costs associated with a recognized debt liability be presented in the balance sheet as a direct reduction from the carrying amount of that debt in the balance sheet, consistent with the recording of debt discounts. The amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years and require an entity to apply the guidance on a retrospective basis. Early adoption is permitted. The Company adopted the amendments in this Update in the fourth quarter of 2015. The adoption of the guidance in this Update did not have a material impact on the Company’s Consolidated Financial Statements. See also Note 7. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement — Period Adjustments. This Update requires an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The amendments in this Update are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments are to be applied prospectively to adjustments to provisional amounts that occur after the effective date of this Update with earlier application permitted for financial statements that have not been issued. The Company early adopted the amendments in this Update in the third quarter of 2015. The adoption of the guidance in this Update did not have a material impact on the Company’s Consolidated Financial Statements. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes . This Update requires that deferred tax assets and liabilities be classified only as noncurrent in the balance sheet. The amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The amendments in this Update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company early adopted the amendments in this Update in the fourth quarter of 2015 and applied its provisions prospectively. The adoption of the guidance in this Update did not have a significant impact on total current assets or total current liabilities on the Company’s Consolidated Balance Sheet as of December 31, 2015. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies | |
Schedule of carrying amount of goodwill by geographic segment | (in millions) North America South America Asia Pacific EMEA Total Balance at December 31, 2012 $ $ $ $ $ Currency translation — ) ) ) Balance at December 31, 2013 $ $ $ $ $ Impairment charges — ) — — ) Currency translation — ) ) ) ) Balance at December 31, 2014 $ $ $ $ $ Currency translation — ) ) ) ) Acquisitions — — — Disposal ) — — — ) Balance at December 31, 2015 $ $ $ $ $ Goodwill before impairment charges $ $ $ $ $ Accumulated impairment charges ) ) ) — ) Balance at December 31, 2014 $ $ $ $ $ Goodwill before impairment charges $ $ $ $ $ Accumulated impairment charges ) ) ) — ) Balance at December 31, 2015 $ $ $ $ $ |
Schedule of other intangible assets | As of December 31, 2015 As of December 31, 2014 (in millions) Gross Accumulated Amortization Net Weighted Average Useful Life (years) Gross Accumulated Amortization Net Weighted Average Useful Life (years) Trademarks/tradenames $ $ — $ — $ $ — $ — Customer relationships ) 25 ) 25 Technology ) 10 ) 10 Other ) 8 ) 8 Total other intangible assets $ $ ) $ 19 $ $ ) $ 19 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Acquisitions | |
Summary of purchase price allocations for Penford and Kerr | The following table summarizes the finalized purchase price allocation for the acquisition of Penford and preliminary purchase price allocation for the acquisition of Kerr as of March 11, 2015 and August 3, 2015, respectively: (in millions) Penford Kerr Working capital (excluding cash) $ $ Property, plant and equipment Other assets Identifiable intangible assets Goodwill Non-current liabilities assumed ) — Total purchase price $ $ |
Schedule of fair values, valuation techniques and estimated remaining useful life of acquired intangible assets | The following table presents the fair values, valuation techniques, and estimated remaining useful life at the acquisition date for these Level 3 measurements (dollars in millions): Fair Value Valuation Technique Estimated Useful Life Customer Relationships $ Multi-period excess earnings method 15-22 years Trade Names $ Relief-from-royalty method 10 years to indefinite Technology $ Relief-from-royalty method 6-11 years Noncompetition Agreements $ Income Approach 2 years |
Impairment and Restructuring 29
Impairment and Restructuring Charges (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Impairment and Restructuring Charges | |
Company's restructuring reserve | A summary of the Company’s severance accrual at December 31, 2015 is as follows (in millions): Restructuring charges for employee severance-related costs: Penford acquisition $ Brazil plant closures Port Colborne plant sale Sub-total $ Payments made to terminated employees ) Balance in severance accrual at December 31, 2015 $ |
Financial Instruments, Deriva30
Financial Instruments, Derivatives and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Financial Instruments, Derivatives and Hedging Activities | |
Schedule of location and amount of assets and liabilities reported in balance sheet | Fair Value of Derivative Instruments Fair Value Fair Value Derivatives designated as cash-flow hedging instruments: (in millions) Balance Sheet Location At December 31, 2015 At December 31, 2014 Balance Sheet Location At December 31, 2015 At December 31, 2014 Commodity and foreign currency contracts Accounts receivable-net $ $ Accounts payable $ $ Commodity and foreign currency contracts Other assets Non-current liabilities Total $ $ $ $ |
Schedule of amount of gains and losses recognized in OCI and location and amount of gains and losses reported in income statement | Additional information relating to the Company’s derivative instruments is presented below (in millions, pre-tax): Derivatives in Amount of Gains (Losses) Recognized in OCI Location of Gains (Losses) Amount of Gains (Losses) Reclassified from AOCI into Income Cash-Flow Hedging Relationships Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2013 Reclassified from AOCI into Income Year Ended December 31, 2015 Year Ended December 31, 2014 Year Ended December 31, 2013 Commodity and foreign currency contracts $ ) $ ) $ ) Cost of Sales $ ) $ ) $ ) Interest rate contracts — — — Financing costs, net ) ) ) Total $ ) $ ) $ ) $ ) $ ) $ ) |
Schedule of fair value of financial instruments and derivatives | As of December 31, 2015 As of December 31, 2014 (in millions) Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Available for sale securities $ $ $ — $ — $ $ $ — $ — Derivative assets — — — Derivative liabilities — — Long-term debt — — — — |
Schedule of carrying amounts and fair values of long-term debt | 2015 2014 (in millions) Carrying amount Fair value Carrying amount Fair value 4.625% senior notes due November 1, 2020 $ $ $ $ 1.8% senior notes due September 25, 2017 6.625% senior notes due April 15, 2037 6.0% senior notes due April 15, 2017 5.62% senior notes due March 25, 2020 3.2% senior notes repaid November 1, 2015 — — U.S. revolving credit facility due October 22, 2017 Term loan due January 10, 2017 — — Fair value adjustment related to hedged fixed rate debt instruments — — Total long-term debt $ $ $ $ |
Financing Arrangements (Tables)
Financing Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Financing Arrangements | |
Schedule of short-term borrowings | (in millions) 2015 2014 Short-term borrowings in various currencies (at rates ranging from 2% to 6% for 2015 and 1% to 7% for 2014) $ $ |
Schedule of components of long-term debt | (in millions) 2015 2014 4.625% senior notes due November 1, 2020 $ $ 1.8% senior notes due September 25, 2017 6.625% senior notes due April 15, 2037 6.0% senior notes due April 15, 2017 5.62% senior notes due March 25, 2020 3.2% senior notes repaid November 1, 2015 — U.S. revolving credit facility due October 22, 2017 Term loan due January 10, 2017 — Fair value adjustment related to hedged fixed rate debt instruments Total $ $ Less: current maturities — — Long-term debt $ $ |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Leases | |
Schedule of minimum lease payments due on leases | (in millions) Year Minimum Lease Payments 2016 $ 2017 2018 2019 2020 Balance thereafter |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes | |
Schedule of income before income taxes and provision for income taxes | (in millions) 2015 2014 2013 Income before income taxes: United States $ $ $ Foreign Total $ $ $ Provision for income taxes: Current tax expense US federal $ $ $ State and local Foreign Total current $ $ $ Deferred tax expense (benefit) US federal $ ) $ ) $ State and local ) ) ) Foreign Total deferred $ ) $ ) $ Total provision for income taxes $ $ $ |
Schedule of tax effects of temporary differences between financial reporting basis and tax basis of assets and liabilities | (in millions) 2015 2014 Deferred tax assets attributable to: Employee benefit accruals $ $ Pensions and postretirement plans Derivative contracts Net operating loss carryforwards Foreign tax credit carryforwards — Other Gross deferred tax assets $ $ Valuation allowance ) ) Net deferred tax assets $ $ Deferred tax liabilities attributable to: Property, plant and equipment $ $ Identified intangibles Gross deferred tax liabilities $ $ Net deferred tax liabilities $ $ |
Schedule of reconciliation of US federal statutory tax rate to effective tax rate | 2015 2014 2013 Provision for tax at US federal statutory rate % % % Tax rate difference on foreign income ) ) ) State and local taxes — net Nondeductible goodwill impairment - Southern Cone — — Tax impact of fluctuations in Mexican Pesos to US Dollar — Other items — net ) ) ) Provision at effective tax rate % % % |
Schedule of reconciliation of beginning and ending amount of unrecognized tax benefits, excluding interest and penalties | (in millions) 2015 2014 Balance at January 1 $ $ Additions for tax positions related to prior years — Reductions for tax positions related to prior years ) ) Additions based on tax positions related to the current year — Reductions related to a lapse in the statute of limitations ) ) Balance at December 31 $ $ |
Benefit Plans (Tables)
Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Pension and postretirement benefit plans | |
Schedule of funded status | US Plans Non-US Plans (in millions) 2015 2014 2015 2014 Benefit obligation At January 1 $ $ $ $ Service cost Interest cost Benefits paid ) ) ) ) Actuarial (gain) loss ) ) Business combinations / transfers — — ) Curtailment / settlement / amendments ) ) ) — Foreign currency translation — — ) ) Benefit obligation at December 31 $ $ $ $ Fair value of plan assets At January 1 $ $ $ $ Actual return on plan assets ) Employer contributions Benefits paid ) ) ) ) Plan settlements ) ) — — Business combinations — — — Foreign currency translation — — ) ) Fair value of plan assets at December 31 $ $ $ $ Funded status $ ) $ ) $ ) $ ) |
Schedule of amounts recognized in the consolidated balance sheets | US Plans Non-US Plans (in millions) 2015 2014 2015 2014 Other assets $ $ $ $ Accrued liabilities ) ) ) ) Non-current liabilities ) ) ) ) Net liability recognized $ ) $ ) $ ) $ ) |
Schedule of amounts recognized in accumulated other comprehensive (income) loss | US Plans Non-US Plans (in millions) 2015 2014 2015 2014 Net actuarial loss $ $ $ $ Transition obligation — — Prior service credit ) ) ) ) Net amount recognized $ $ $ $ |
Schedule of plan obligations and assets for plans with an accumulated benefit obligation in excess of plan assets | US Plans Non-US Plans (in millions) 2015 2014 2015 2014 Projected benefit obligation $ $ $ $ Accumulated benefit obligation Fair value of plan assets — |
Components of net periodic benefit cost | US Plans Non-US Plans (in millions) 2015 2014 2013 2015 2014 2013 Service cost $ $ $ $ $ $ Interest cost Expected return on plan assets ) ) ) ) ) ) Amortization of actuarial loss Settlement gain ) — — — — — Net periodic benefit cost $ ) $ — $ $ $ $ |
Schedule of amounts recorded in other comprehensive income and net periodic benefit cost | Total amounts recorded in other comprehensive income and net periodic benefit cost during 2015 was as follows: (in millions, pre-tax) US Plans Non-US Plans Net actuarial gain $ — $ ) Amortization of actuarial loss ) ) Settlement gain — Total recorded in other comprehensive income — ) Net periodic benefit cost ) Total recorded in other comprehensive income and net periodic benefit cost $ ) $ ) |
Schedule of weighted average assumptions used to determine the company's obligations | US Plans Non-US Plans 2015 2014 2015 2014 Discount rate % % % % Rate of compensation increase % % % % |
Schedule of weighted average assumptions used to determine the company's net periodic benefit cost | US Plans Non-US Plans 2015 2014 2013 2015 2014 2013 Discount rate % % % % % % Expected long-term return on plan assets % % % % % % Rate of compensation increase % % % % % % |
Schedule of weighted average asset allocation | US Plans Non-US Plans Asset Category 2015 2014 2015 2014 Equity securities % % % % Debt securities % % % % Cash and other % % % % Total % % % % |
Schedule of fair values of the company's plan assets, by asset category and level | Fair Value Measurements at December 31, 2015 Quoted Prices in Active Markets for Significant Significant Identical Observable Unobservable Asset Category Assets Inputs Inputs (in millions) (Level 1) (Level 2) (Level 3) Total US Plans: Equity index: US ( a ) $ $ International ( b ) Real estate ( c ) Fixed income index: Intermediate bond ( d ) Long bond ( e ) Cash ( f ) Total US Plans $ $ Non-US Plans: Equity index: US ( a ) $ $ Canada ( g ) International ( b ) Fixed income index: Intermediate bond (d) Long bond ( h ) Other (i) Cash ( f ) Total Non-US Plans $ $ $ (a) This category consists of a passively managed equity index fund that tracks the return of large capitalization US equities. (b) This category consists of a passively managed equity index fund that tracks an index of returns on international developed market equities. (c) This category consists of a passively managed equity index fund that tracks a US real estate equity securities index that includes equities of real estate investment trusts and real estate operating companies. (d) This category consists of a passively managed fixed income index fund that tracks the return of intermediate duration government and investment grade corporate bonds. (e) This category consists of a passively managed fixed income fund that tracks the return of long duration US government and investment grade corporate bonds. (f) This category represents cash or cash equivalents. (g) This category consists of a passively managed equity index fund that tracks the return of large and mid-sized capitalization equities traded on the Toronto Stock Exchange. (h) This category consists of a passively managed fixed income index fund that tracks the return of the universe of Canada government and investment grade corporate bonds. (i) This category mainly consists of investment products provided by an insurance company that offers returns that are subject to a minimum guarantee. |
Schedule of benefit payments, which reflect anticipated future service, as appropriate and are expected to be made | (in millions) US Plans Non-US Plans 2016 $ $ 2017 2018 2019 2020 Years 2021 - 2025 |
Other Postretirement Benefit Plans Defined Benefit | |
Pension and postretirement benefit plans | |
Schedule of funded status | (in millions) 2015 2014 Accumulated postretirement benefit obligation At January 1 $ $ Service cost Interest cost Plan amendment ) Actuarial (gain) loss ) Business combinations / transfers — Benefits paid ) ) Foreign currency translation ) ) At December 31 $ $ Fair value of plan assets — — Funded status $ ) $ ) |
Schedule of amounts recognized in the consolidated balance sheets | (in millions) 2015 2014 Accrued liabilities $ ) $ ) Non-current liabilities ) ) Net liability recognized $ ) $ ) |
Schedule of amounts recognized in accumulated other comprehensive (income) loss | (in millions) 2015 2014 Net actuarial loss $ $ Prior service credit ) ) Net amount recognized $ ) $ ) |
Components of net periodic benefit cost | (in millions) 2015 2014 2013 Service cost $ $ $ Interest cost Amortization of prior service credit ) — Net periodic benefit cost $ $ $ |
Schedule of amounts recorded in other comprehensive income and net periodic benefit cost | (in millions, pre-tax) 2015 Net actuarial gain $ ) Amortization of prior service credit New prior service cost Total recorded in other comprehensive income Net periodic benefit cost Total recorded in other comprehensive income and net periodic benefit cost $ |
Schedule of weighted average assumptions used to determine the company's obligations | 2015 2014 Discount rate % % |
Schedule of weighted average assumptions used to determine the company's net periodic benefit cost | 2015 2014 2013 Discount rate % % % |
Schedule of assumptions made in measuring the company's postretirement benefit obligation | US Canada Brazil 2015 increase in per capita cost % % % Ultimate trend % % % Year ultimate trend reached |
Sensitivity to Trend Assumptions | 2015 One-percentage point increase in trend rates: Increase in service cost and interest cost components $ 0.5 million Increase in year-end benefit obligations $ 6.0 million 2015 One-percentage point decrease in trend rates: Decrease in service cost and interest cost components $ 0.3 million Decrease in year-end benefit obligations $ 5.0 million |
Schedule of benefit payments, which reflect anticipated future service, as appropriate and are expected to be made | (in millions) 2016 $ 2017 2018 2019 2020 Years 2021 - 2025 $ |
Supplementary Information (Tabl
Supplementary Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Supplementary Information | |
Balance Sheets - supplementary information | (in millions) 2015 2014 Accounts receivable — net: Accounts receivable — trade $ $ Accounts receivable — other Allowance for doubtful accounts ) ) Total accounts receivable — net $ $ Inventories: Finished and in process $ $ Raw materials Manufacturing supplies Total inventories $ $ Accrued liabilities: Compensation-related costs $ $ Income taxes payable Dividends payable Accrued interest Taxes payable other than income taxes Other Total accrued liabilities $ $ Non-current liabilities: Employees’ pension, indemnity and postretirement $ $ Other Total non-current liabilities $ $ |
Statements of Income - supplementary information | (in millions) 2015 2014 2013 Other income - net: Gain from sale of plant $ $ — $ — Legal settlement ) — — Income tax indemnification (expense) income (a) ) — Gain from sale of investment — — Gain from sale of idled plant — — Other Other income - net $ $ $ (a) Amount fully offset by $4 million of benefit and $7 million of expense recorded in the income tax provision for 2015 and 2014, respectively. Financing costs-net: Interest expense, net of amounts capitalized (a) $ $ $ Interest income ) ) ) Foreign currency transaction losses Financing costs-net $ $ $ (a) Interest capitalized amounted to $2 million, $2 million and $4 million in 2015, 2014 and 2013, respectively. |
Statements of Cash Flow - supplementary information | (in millions) 2015 2014 2013 Other non-cash charges to net income: Mechanical stores expense (a) $ $ $ Share-based compensation expense Other ) Total other non-cash charges to net income $ $ $ (a) Represents spare parts used in the production process. Such spare parts are recorded in PP&E as part of machinery and equipment until they are utilized in the manufacturing process and expensed as a period cost. (in millions) 2015 2014 2013 Interest paid $ $ $ Income taxes paid |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity | |
Schedule of reconciliation of common stock share activity | (Shares of common stock, in thousands) Issued Held in Treasury Outstanding Balance at December 31, 2012 Issuance of restricted stock units as compensation ) Issuance under incentive and other plans ) Stock options exercised ) Purchase/acquisition of treasury stock — ) Balance at December 31, 2013 Issuance of restricted stock units as compensation ) Issuance under incentive and other plans ) Stock options exercised — ) Purchase/acquisition of treasury stock — ) Balance at December 31, 2014 Issuance of restricted stock units as compensation — ) Issuance under incentive and other plans — ) Stock options exercised — ) Purchase/acquisition of treasury stock — ) Balance at December 31, 2015 |
Schedule of stock based compensation expense | (in millions) 2015 2014 2013 Stock options: Pre-tax compensation expense $ $ $ Income tax (benefit) ) ) ) Stock option expense, net of income taxes RSUs and RSAs: Pre-tax compensation expense Income tax (benefit) ) ) ) RSU and RSA compensation expense, net of income taxes Performance shares and other share-based awards: Pre-tax compensation expense Income tax (benefit) ) ) ) Performance shares and other share-based compensation expense, net of income taxes Total share-based compensation: Pre-tax compensation expense Income tax (benefit) ) ) ) Total share-based compensation expense, net of income taxes $ $ $ |
Schedule of valuation assumptions for stock options | 2015 2014 2013 Expected life (in years) Risk-free interest rate % % % Expected volatility % % % Expected dividend yield % % % |
Schedule of stock option activity | (shares in thousands) Stock Option Shares Weighted Average per Share Exercise Price for Stock Options Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Outstanding at December 31, 2014 $ $ Granted Exercised ) Forfeited / Expired ) Outstanding at December 31, 2015 $ $ Exercisable at December 31, 2015 $ $ |
Schedule of restricted share and restricted unit activity | (shares in thousands) Number of Restricted Shares Weighted Average Grant-Date Fair Value per Share Number of Restricted Units Weighted Average Grant-Date Fair Value per Share Non-vested at December 31, 2014 $ $ Granted — — Vested ) ) Forfeited — — ) Non-vested at December 31, 2015 $ $ |
Summary of accumulated other comprehensive income (loss) | (in millions) Cumulative Translation Adjustment Deferred Gain/(Loss) on Hedging Activities Pension/ Postretirement Adjustment Unrealized Gain (Loss) on Investment Accumulated Other Comprehensive Loss Balance, December 31, 2012 $ ) $ ) $ ) $ ) $ ) Losses on cash-flow hedges, net of income tax effect of $29 ) ) Amount of losses on cash-flow hedges reclassified to earnings, net of income tax effect of $19 Actuarial gains on pension and other postretirement obligations, settlements and plan amendments, net of income tax effect of $32 Losses related to pension and other postretirement obligations reclassified to earnings, net of income tax of $3 Unrealized gain on investment, net of income tax effect Currency translation adjustment ) ) Balance, December 31, 2013 $ ) $ ) $ ) $ ) $ ) Losses on cash-flow hedges, net of income tax effect of $12 ) ) Amount of losses on cash-flow hedges reclassified to earnings, net of income tax effect of $23 Actuarial losses on pension and other postretirement obligations, settlements and plan amendments, net of income tax effect of $5 ) ) Losses related to pension and other postretirement obligations reclassified to earnings, net of income tax effect of $1 Currency translation adjustment ) ) Balance, December 31, 2014 $ ) $ ) $ ) $ ) $ ) Losses on cash-flow hedges, net of income tax effect of $19 ) ) Amount of losses on cash-flow hedges reclassified to earnings, net of income tax effect of $14 Actuarial gains on pension and other postretirement obligations, settlements and plan amendments, net of income tax effect of $5 Losses related to pension and other postretirement obligations reclassified to earnings, net of income tax effect Currency translation adjustment ) ) Balance, December 31, 2015 $ ) $ ) $ ) $ ) $ ) |
Schedule of reclassifications from AOCI into net income | Details about AOCI Components Amount Reclassified from AOCI Affected Line Item in Consolidated Statements (in millions) 2015 2014 2013 of Income Gains (losses) on cash-flow hedges: Commodity and foreign currency contracts $ ) $ ) $ ) Cost of sales Interest rate contracts ) ) ) Financing costs, net Losses related to pension and other postretirement obligations ) ) ) (a) Total before tax reclassifications $ ) $ ) $ ) Income tax benefit Total after-tax reclassifications $ ) $ ) $ ) (a) This component is included in the computation of net periodic benefit cost and affects both cost of sales and SG&A expenses on the Consolidated Statements of Income. |
Schedule of basic and diluted earnings per common share | 2015 2014 2013 Net Income Net Income Net Income Available Weighted Available Weighted Available Weighted to Ingredion Average Shares Per Share to Ingredion Average Shares Per Share to Ingredion Average Shares Per Share (in millions, except per share amounts) (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount Basic EPS $ $ $ $ $ $ Effect of Dilutive Securities: Incremental shares from assumed exercise of dilutive stock options and vesting of dilutive RSUs, RSAs and other awards Diluted EPS $ $ $ $ $ $ |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Information | |
Schedule of segment reporting of net sales, operating income, total assets, depreciation and amortization and capital expenditures | (in millions) 2015 2014 2013 Net sales to unaffiliated customers: North America $ $ $ South America Asia Pacific EMEA Total $ $ $ Operating income: North America $ $ $ South America Asia Pacific EMEA (a) Corporate (b) ) ) ) Subtotal Impairment / restructuring charges ( c ) ) ) — Acquisition / integration costs ) ) — Charge for fair value mark-up of acquired inventory ) — — Litigation settlement ) — — Gain from sale of Canadian plant — — Total $ $ $ Total assets: North America $ $ $ South America Asia Pacific EMEA Total $ $ $ Depreciation and amortization: North America $ $ $ South America Asia Pacific EMEA Total $ $ $ Capital expenditures: North America $ $ $ South America Asia Pacific EMEA Total $ $ $ (a) For 2014, includes a $3 million gain from the sale of an idled plant in Kenya. (b) For 2015, includes $4 million of expense relating to a tax indemnification agreement with offsetting income of $4 million recorded in the provision for income taxes. For 2014, includes $7 million of income relating to this tax indemnification agreement with an offsetting expense of $7 million recorded in the provision for income taxes (see Note 9). (c) For 2015, includes $12 million of charges for impaired assets and restructuring costs in Brazil, $12 million of restructuring costs associated with the Penford acquisition and $4 million of restructuring costs in Canada. For 2014, includes a $33 million write-off of impaired goodwill in the Southern Cone of South America. |
Schedule of net sales to unaffiliated customers by country of origin | Net Sales (in millions) 2015 2014 2013 United States $ $ $ Mexico Brazil Canada Korea Argentina Others Total $ $ $ |
Schedule of long-lived assets (excluding intangible assets) by country | Long-lived Assets (in millions) 2015 2014 2013 United States $ $ $ Mexico Brazil Canada Germany Thailand Korea Argentina Others Total $ $ $ |
Quarterly Financial Data (Una38
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Data (Unaudited) | |
Schedule of quarterly financial data | (in millions, except per share amounts) 1 st QTR 2 nd QTR 3 rd QTR 4 th QTR * 2015 Net sales before shipping and handling costs $ $ $ $ Less: shipping and handling costs Net sales $ $ $ $ Gross profit Net income attributable to Ingredion Basic earnings per common share of Ingredion $ $ $ $ Diluted earnings per common share of Ingredion $ $ $ $ (in millions, except per share amounts) 1 st QTR 2 nd QTR 3 rd QTR 4 th QTR * 2014 Net sales before shipping and handling costs $ $ $ $ Less: shipping and handling costs Net sales $ $ $ $ Gross profit Net income attributable to Ingredion Basic earnings per common share of Ingredion $ $ $ $ Diluted earnings per common share of Ingredion $ $ $ $ * Fourth quarter 2015 includes a charge of $3.8 million ($2.6 million after-tax, or $0.04 per diluted common share) for restructuring costs in Canada, the United States and Brazil, costs of $0.7 million ($0.6 million after-tax, or $0.01 per diluted common share) associated with the acquisition and integration of Penford and Kerr, costs of $1.8 million ($1.1 million after-tax, or $0.02 per diluted common share) relating to the sale of Kerr inventory that was adjusted to fair value at the acquisition date in accordance with business combination accounting rules, costs of $6.8 million ($4.3 million after-tax, or $0.06 per diluted common share) relating to a litigation settlement and a gain of $9.8 million ($8.9 million after-tax, or $0.12 per diluted common share) from the sale of our Port Colborne, Canada plant. Fourth quarter 2014 includes a write-off of impaired goodwill in the Southern Cone of South America of $32.8 million ($0.44 per diluted common share) and $2.1 million of costs ($1.7 million after-tax, or $0.02 per diluted common share) related to the then-pending Penford acquisition. |
Summary of Significant Accoun39
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Investments | ||||
Proceeds from sale of investment | $ (11) | |||
Pre-tax gain on sale of investment | 5 | |||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill | $ 601 | 478 | $ 535 | $ 557 |
Other intangible assets | 410 | 290 | ||
Foreign currency transaction and translation | ||||
Cumulative translation loss adjustments | 1,000 | 701 | ||
Foreign currency transaction losses | $ 6 | $ 1 | $ 3 | |
Building [Member] | Minimum | ||||
Property, plant and equipment and depreciation | ||||
Useful life | 25 years | |||
Building [Member] | Maximum | ||||
Property, plant and equipment and depreciation | ||||
Useful life | 50 years | |||
Other Capitalized Property Plant and Equipment [Member] | Minimum | ||||
Property, plant and equipment and depreciation | ||||
Useful life | 2 years | |||
Other Capitalized Property Plant and Equipment [Member] | Maximum | ||||
Property, plant and equipment and depreciation | ||||
Useful life | 25 years |
Summary of Significant Accoun40
Summary of Significant Accounting Policies (Details 2) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Carrying amount of goodwill | ||||
Balance at the beginning of the period | $ 478 | $ 535 | $ 557 | |
Impairment charges | $ 0 | (33) | ||
Currency translation | (23) | (24) | (22) | |
Acquisitions | 148 | |||
Disposal | (2) | |||
Goodwill before impairment charges | 756 | 756 | 633 | |
Accumulated impairment charges | (155) | (155) | (155) | |
Balance at the end of the period | 601 | 601 | 478 | 535 |
North America | ||||
Carrying amount of goodwill | ||||
Balance at the beginning of the period | 278 | 278 | 278 | |
Acquisitions | 148 | |||
Disposal | (2) | |||
Goodwill before impairment charges | 425 | 425 | 279 | |
Accumulated impairment charges | (1) | (1) | (1) | |
Balance at the end of the period | 424 | 424 | 278 | 278 |
South America | ||||
Carrying amount of goodwill | ||||
Balance at the beginning of the period | 32 | 78 | 95 | |
Impairment charges | (33) | |||
Currency translation | (10) | (13) | (17) | |
Goodwill before impairment charges | 55 | 55 | 65 | |
Accumulated impairment charges | (33) | (33) | (33) | |
Balance at the end of the period | 22 | 22 | 32 | 78 |
Asia Pacific | ||||
Carrying amount of goodwill | ||||
Balance at the beginning of the period | 93 | 97 | 104 | |
Currency translation | (7) | (4) | (7) | |
Goodwill before impairment charges | 207 | 207 | 214 | |
Accumulated impairment charges | (121) | (121) | (121) | |
Balance at the end of the period | 86 | 86 | 93 | 97 |
EMEA | ||||
Carrying amount of goodwill | ||||
Balance at the beginning of the period | 75 | 82 | 80 | |
Currency translation | (6) | (7) | 2 | |
Goodwill before impairment charges | 69 | 69 | 75 | |
Balance at the end of the period | $ 69 | $ 69 | $ 75 | $ 82 |
Summary of Significant Accoun41
Summary of Significant Accounting Policies (Details 3) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Identifiable intangible assets | ||||||
Gross | $ 492 | $ 352 | $ 492 | $ 352 | ||
Accumulated Amortization | (82) | (62) | (82) | (62) | ||
Net | 410 | 290 | $ 410 | $ 290 | ||
Weighted Average Useful Life | 19 years | 19 years | ||||
Goodwill | 601 | 478 | $ 601 | $ 478 | $ 535 | $ 557 |
Amortization expense | $ 22 | 14 | $ 14 | |||
Impairment charges | 0 | $ 33 | ||||
Hedging instruments | ||||||
Maximum term over which the company hedges exposures to the variability of cash flows for commodity price risk | 24 months | |||||
Earnings per common share | ||||||
Weighted average number of shares outstanding, basic | 71.6 | 73.6 | 77 | |||
Weighted average number of shares outstanding, diluted | 73 | 74.9 | 78.3 | |||
Antidilutive securities excluded from computation of earnings per share amount | 0.3 | 0.1 | 0.4 | |||
Expected intangible amortization expense for subsequent years | ||||||
2,016 | 25 | $ 25 | ||||
2,017 | 25 | 25 | ||||
2,018 | 24 | 24 | ||||
2,019 | 24 | 24 | ||||
2,020 | 22 | 22 | ||||
Trademarks and Trade Names | ||||||
Identifiable intangible assets | ||||||
Gross | 144 | 132 | 144 | $ 132 | ||
Net | 144 | 132 | 144 | 132 | ||
Customer Relationships | ||||||
Identifiable intangible assets | ||||||
Gross | 235 | 132 | 235 | 132 | ||
Accumulated Amortization | (32) | (23) | (32) | (23) | ||
Net | 203 | 109 | $ 203 | $ 109 | ||
Weighted Average Useful Life | 25 years | 25 years | ||||
Technology | ||||||
Identifiable intangible assets | ||||||
Gross | 99 | 83 | $ 99 | $ 83 | ||
Accumulated Amortization | (45) | (35) | (45) | (35) | ||
Net | 54 | 48 | $ 54 | $ 48 | ||
Weighted Average Useful Life | 10 years | 10 years | ||||
Other Intangible Assets | ||||||
Identifiable intangible assets | ||||||
Gross | 14 | 5 | $ 14 | $ 5 | ||
Accumulated Amortization | (5) | (4) | (5) | (4) | ||
Net | 9 | 1 | $ 9 | $ 1 | ||
Weighted Average Useful Life | 8 years | 8 years | ||||
Southern Cone of South America | ||||||
Identifiable intangible assets | ||||||
Impairment charges | $ 32.8 | $ 33 | ||||
Brazil | ||||||
Identifiable intangible assets | ||||||
Goodwill | $ 22 | $ 22 |
Acquisitions (Details)
Acquisitions (Details) $ in Millions | Aug. 03, 2015USD ($) | Mar. 11, 2015USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Aug. 31, 2014USD ($)Plant | Dec. 31, 2013USD ($) | Dec. 31, 2012USD ($) |
Business Acquisition | |||||||||||||||
Net sales | $ 1,405 | $ 1,437 | $ 1,449 | $ 1,330 | $ 1,368 | $ 1,460 | $ 1,483 | $ 1,357 | $ 5,621 | $ 5,668 | $ 6,328 | ||||
Purchase price allocation | |||||||||||||||
Goodwill | 601 | $ 478 | 601 | $ 478 | $ 535 | $ 557 | |||||||||
Penford | |||||||||||||||
Business Acquisition | |||||||||||||||
Total purchase consideration | $ 332 | ||||||||||||||
Extinguishment of debt in conjunction with the acquisition | 93 | ||||||||||||||
Purchase price allocation | |||||||||||||||
Working capital (excluding cash) | 61 | ||||||||||||||
Property, plant and equipment | 86 | ||||||||||||||
Other assets | 9 | ||||||||||||||
Identifiable intangible assets | 121 | ||||||||||||||
Goodwill | 121 | 121 | 121 | ||||||||||||
Non-current liabilities assumed | (66) | ||||||||||||||
Total purchase price | $ 332 | ||||||||||||||
Kerr | |||||||||||||||
Business Acquisition | |||||||||||||||
Total purchase consideration | $ 102 | ||||||||||||||
Purchase price allocation | |||||||||||||||
Working capital (excluding cash) | 37 | ||||||||||||||
Property, plant and equipment | 8 | ||||||||||||||
Other assets | 1 | ||||||||||||||
Identifiable intangible assets | 29 | ||||||||||||||
Goodwill | 27 | $ 27 | $ 27 | ||||||||||||
Total purchase price | $ 102 | ||||||||||||||
Penford | |||||||||||||||
Business Acquisition | |||||||||||||||
Net sales | $ 444 | ||||||||||||||
Number of manufacturing facilities | Plant | 6 |
Acquisitions (Details 2)
Acquisitions (Details 2) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Other disclosures | |||
Increase in cost of sales for fair value mark-up of acquired inventory | $ 10 | ||
Pre-tax acquisition and integration costs | 10 | $ 2 | |
Penford | |||
Other disclosures | |||
Increase in cost of sales for fair value mark-up of acquired inventory | $ 6 | ||
Penford | Trade Names | |||
Identifiable intangible assets | |||
Estimated Useful Life | 10 years | ||
Penford | Noncompete Agreements | |||
Identifiable intangible assets | |||
Estimated Useful Life | 2 years | ||
Kerr | |||
Other disclosures | |||
Increase in cost of sales for fair value mark-up of acquired inventory | $ 4 | ||
Penford and Kerr | |||
Other disclosures | |||
Pre-tax acquisition and integration costs | $ 0.7 | $ 10 | |
Minimum | Penford | Customer Relationships | |||
Identifiable intangible assets | |||
Estimated Useful Life | 15 years | ||
Minimum | Penford | Technology | |||
Identifiable intangible assets | |||
Estimated Useful Life | 6 years | ||
Maximum | Penford | Customer Relationships | |||
Identifiable intangible assets | |||
Estimated Useful Life | 22 years | ||
Maximum | Penford | Technology | |||
Identifiable intangible assets | |||
Estimated Useful Life | 11 years | ||
Multi-period excess earnings method | Penford | Level 3 | Customer Relationships | |||
Identifiable intangible assets | |||
Fair value of intangible assets | 84 | $ 84 | |
Relief-from-royalty method | Penford | Level 3 | Trade Names | |||
Identifiable intangible assets | |||
Fair value of intangible assets | 17 | 17 | |
Relief-from-royalty method | Penford | Level 3 | Technology | |||
Identifiable intangible assets | |||
Fair value of intangible assets | 17 | 17 | |
Income Approach | Penford | Level 3 | Noncompete Agreements | |||
Identifiable intangible assets | |||
Fair value of intangible assets | $ 3 | $ 3 |
Sale of Canadian Plant (Details
Sale of Canadian Plant (Details) - Manufacturing assets in Port Colborne, Ontario, Canada - USD ($) $ in Millions | Dec. 15, 2015 | Dec. 31, 2015 | Dec. 31, 2015 |
Sale of Canadian Plant | |||
Pre-tax gain on disposal of manufacturing assets | $ 9.8 | ||
Restructuring charge associated with sale of manufacturing assets | $ 4 | ||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||
Sale of Canadian Plant | |||
Consideration for the sale of manufacturing assets | $ 35 | ||
Pre-tax gain on disposal of manufacturing assets | 10 | ||
Write-off of goodwill | 2 | ||
Restructuring charge associated with sale of manufacturing assets | $ 4 |
Impairment and Restructuring 45
Impairment and Restructuring Charges (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restructuring reserve | |||
Impairment of goodwill | $ 0 | $ 33 | |
Penford | |||
Restructuring and asset impairment charges | |||
Pre-tax restructuring-related charges | $ 12 | ||
Restructuring reserve | |||
Restructuring charges for employee severance-related costs | 12 | ||
Manufacturing assets in Port Colborne, Ontario, Canada | |||
Restructuring and asset impairment charges | |||
Pre-tax restructuring-related charges | 4 | ||
Restructuring reserve | |||
Restructuring charges for employee severance-related costs | 2 | ||
Employee severance-related costs | |||
Restructuring reserve | |||
Restructuring charges for employee severance-related costs | 16 | ||
Payments made to terminated employees | (6) | ||
Balance in severance reserve at the end of the period | $ 10 | 10 | |
Employee severance-related costs | Penford | |||
Restructuring reserve | |||
Restructuring charges for employee severance-related costs | 12 | ||
Employee severance-related costs | Manufacturing assets in Port Colborne, Ontario, Canada | |||
Restructuring reserve | |||
Restructuring charges for employee severance-related costs | 2 | ||
Consolidation of manufacturing network , Brazil Plant | |||
Restructuring and asset impairment charges | |||
Pre-tax restructuring-related charges | 12 | ||
Charges for impaired assets | 10 | ||
Restructuring reserve | |||
Restructuring charges for employee severance-related costs | 2 | ||
Consolidation of manufacturing network , Brazil Plant | Employee severance-related costs | |||
Restructuring reserve | |||
Restructuring charges for employee severance-related costs | $ 2 |
Financial Instruments, Deriva46
Financial Instruments, Derivatives and Hedging Activities (Details) - USD ($) $ in Millions | Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Financial instruments, derivatives and hedging activities | |||||
Accumulated gains (losses) from derivative instruments, net of tax effect | $ 1,102 | $ 782 | $ 583 | $ 475 | |
Fair value of interest rate derivatives | $ 7 | 13 | |||
4.625% senior notes, due November 1, 2020 | |||||
Financial instruments, derivatives and hedging activities | |||||
Debt, face amount | $ 400 | ||||
Commodity Contract | Minimum | |||||
Financial instruments, derivatives and hedging activities | |||||
Maturity period of price risk derivative | 12 months | ||||
Commodity Contract | Maximum | |||||
Financial instruments, derivatives and hedging activities | |||||
Maturity period of price risk derivative | 24 months | ||||
Treasury Lock | |||||
Foreign currency hedging | |||||
Derivative notional amount | $ 0 | 0 | |||
Cash Flow Hedging | Commodity Contract | |||||
Financial instruments, derivatives and hedging activities | |||||
Accumulated gains (losses) from derivative instruments, net of tax effect | 21 | 13 | |||
Accumulated gains (losses) from derivative instruments, income tax effect | (10) | (6) | |||
Cash Flow Hedging | Treasury Lock | |||||
Financial instruments, derivatives and hedging activities | |||||
Accumulated gains (losses) from derivative instruments, net of tax effect | 5 | 7 | |||
Accumulated gains (losses) from derivative instruments, income tax effect | (2) | (4) | |||
Fair Value Hedging | Interest Rate Swap | |||||
Financial instruments, derivatives and hedging activities | |||||
Debt, floating rate of interest basis | six-month US dollar LIBOR | ||||
Fair Value Hedging | Interest Rate Swap | Senior Notes 6.0 Percent Due April 15, 2017 | |||||
Financial instruments, derivatives and hedging activities | |||||
Debt, fixed interest rate (as a percent) | 6.00% | ||||
Debt, face amount | $ 200 | ||||
Fair Value Hedging | Interest Rate Swap | Senior Notes 1.8 Percent Due September 25, 2017 | |||||
Financial instruments, derivatives and hedging activities | |||||
Debt, fixed interest rate (as a percent) | 1.80% | ||||
Debt, face amount | $ 300 | ||||
Fair Value Hedging | Interest Rate Swap | 4.625% senior notes, due November 1, 2020 | |||||
Financial instruments, derivatives and hedging activities | |||||
Debt, fixed interest rate (as a percent) | 4.625% | ||||
Debt, face amount | $ 200 | ||||
Fair Value Hedging | Foreign Exchange Forward | |||||
Financial instruments, derivatives and hedging activities | |||||
Fair value of assets | 10 | 1 | |||
Fair Value Hedging | Foreign Exchange Forward | Short | |||||
Foreign currency hedging | |||||
Derivative notional amount | 606 | 150 | |||
Fair Value Hedging | Foreign Exchange Forward | Long | |||||
Foreign currency hedging | |||||
Derivative notional amount | 287 | 70 | |||
Fair Value Hedging | Other assets | Interest Rate Swap | |||||
Financial instruments, derivatives and hedging activities | |||||
Fair value of interest rate derivatives | 7 | 13 | |||
Fair Value Hedging | Long-term debt | Interest Rate Swap | |||||
Financial instruments, derivatives and hedging activities | |||||
Fair value of interest rate derivatives | $ 7 | $ 13 |
Financial Instruments, Deriva47
Financial Instruments, Derivatives and Hedging Activities (Details 2) lb in Millions, gal in Millions, bu in Millions, MMBTU in Millions, $ in Millions | Dec. 31, 2015USD ($)MMBTUlbgalbu | Dec. 31, 2014USD ($) |
Corn Commodity | ||
Fair value of commodity contracts | ||
Futures contract (in bushels for corn and gallons for ethanol) | bu | 120 | |
Soy Bean Oil | ||
Fair value of commodity contracts | ||
Soybean oil futures contract (in pounds) | lb | 28 | |
Natural Gas Commodity | ||
Fair value of commodity contracts | ||
Natural gas futures contract (in mmbtu) | MMBTU | 19 | |
Ethanol Commodity | ||
Fair value of commodity contracts | ||
Futures contract (in bushels for corn and gallons for ethanol) | gal | 3 | |
Designated as Hedging Instrument | ||
Fair value of commodity contracts | ||
Fair value of assets | $ 11 | $ 16 |
Fair value of liabilities | 37 | 24 |
Designated as Hedging Instrument | Commodity and Foreign Currency Contracts | Accounts Receivable, Net | ||
Fair value of commodity contracts | ||
Fair value of assets | 6 | 15 |
Designated as Hedging Instrument | Commodity and Foreign Currency Contracts | Accounts Payable | ||
Fair value of commodity contracts | ||
Fair value of liabilities | 33 | 18 |
Designated as Hedging Instrument | Commodity and Foreign Currency Contracts | Other assets | ||
Fair value of commodity contracts | ||
Fair value of assets | 5 | 1 |
Designated as Hedging Instrument | Commodity and Foreign Currency Contracts | Non Current Liabilities | ||
Fair value of commodity contracts | ||
Fair value of liabilities | $ 4 | $ 6 |
Financial Instruments, Deriva48
Financial Instruments, Derivatives and Hedging Activities (Details 3) - Cash Flow Hedging - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Gains or losses on derivatives | |||
Amount of Gains (Losses) Recognized in OCI on Derivatives | $ (61) | $ (41) | $ (93) |
Amount of Gains (Losses) Reclassified from AOCI into Income | (46) | (73) | (60) |
Cost of Sales | |||
Gains or losses on derivatives | |||
Amount of Gains (Losses) Reclassified from AOCI into Income | (43) | (70) | (57) |
Financing Costs, Net | |||
Gains or losses on derivatives | |||
Amount of Gains (Losses) Reclassified from AOCI into Income | (3) | (3) | (3) |
Commodity Contract | |||
Gains or losses on derivatives | |||
Losses expected to be reclassified into earnings during the next 12 months on commodity hedging contracts, net of tax | 19 | ||
Losses expected to be reclassified into earnings during the next 12 months on commodity hedging contracts, income tax effect | 9 | ||
Commodity and Foreign Currency Contracts | |||
Gains or losses on derivatives | |||
Amount of Gains (Losses) Recognized in OCI on Derivatives | (61) | $ (41) | $ (93) |
Treasury Lock | |||
Gains or losses on derivatives | |||
Losses expected to be reclassified into earnings during next twelve months on settled Treasury Lock Agreements, net of tax | 2 | ||
Losses expected to be reclassified into earnings during the next twelve months on settled Treasury Lock Agreements, income tax effect | 1 | ||
Foreign Exchange Forward | |||
Gains or losses on derivatives | |||
Losses related to foreign currency hedges expected to be reclassified into earnings during the next twelve months, net of tax | 2 | ||
Losses related to foreign currency hedges expected to be reclassified into earnings during the next twelve months, income tax effect | $ 1 |
Financial Instruments, Deriva49
Financial Instruments, Derivatives and Hedging Activities (Details 4) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Fair value of assets and liabilities | ||
Long-term debt | $ 1,912 | $ 1,926 |
Fair value | ||
Fair value of assets and liabilities | ||
Available for sale securities | 6 | 5 |
Derivatives assets | 27 | 29 |
Derivatives liabilities | 37 | 23 |
Long-term debt | 1,912 | 1,926 |
Fair value | Level 1 | ||
Fair value of assets and liabilities | ||
Available for sale securities | 6 | 5 |
Derivatives assets | 12 | |
Derivatives liabilities | 19 | 6 |
Fair value | Level 2 | ||
Fair value of assets and liabilities | ||
Derivatives assets | 27 | 17 |
Derivatives liabilities | 18 | 17 |
Long-term debt | $ 1,912 | $ 1,926 |
Financial Instruments, Deriva50
Financial Instruments, Derivatives and Hedging Activities (Details 5) - USD ($) $ in Millions | Dec. 31, 2015 | Nov. 02, 2015 | Dec. 31, 2014 |
Financing Arrangements | |||
Carrying amount of long term debt | $ 1,819 | $ 1,798 | |
Fair value of long term debt | 1,912 | 1,926 | |
Carrying amount of Fair value adjustment related to hedged fixed rate instrument debt instrument | $ 7 | $ 13 | |
4.625% senior notes, due November 1, 2020 | |||
Financing Arrangements | |||
Debt, interest rate (as a percent) | 4.625% | 4.625% | |
Carrying amount of long term debt | $ 398 | $ 397 | |
Fair value of long term debt | $ 420 | $ 427 | |
3.2% senior notes due November 1, 2015 | |||
Financing Arrangements | |||
Debt, interest rate (as a percent) | 3.20% | 3.20% | 3.20% |
Carrying amount of long term debt | $ 350 | ||
Fair value of long term debt | $ 356 | ||
1.8% senior notes, due September 25, 2017 | |||
Financing Arrangements | |||
Debt, interest rate (as a percent) | 1.80% | 1.80% | |
Carrying amount of long term debt | $ 299 | $ 298 | |
Fair value of long term debt | $ 300 | $ 302 | |
6.625% senior notes, due April 15, 2037 | |||
Financing Arrangements | |||
Debt, interest rate (as a percent) | 6.625% | 6.625% | |
Carrying amount of long term debt | $ 254 | $ 254 | |
Fair value of long term debt | $ 302 | $ 312 | |
6.0% senior notes, due April 15, 2017 | |||
Financing Arrangements | |||
Debt, interest rate (as a percent) | 6.00% | 6.00% | |
Carrying amount of long term debt | $ 200 | $ 199 | |
Fair value of long term debt | $ 211 | $ 220 | |
5.62% senior notes due March 25, 2020 | |||
Financing Arrangements | |||
Debt, interest rate (as a percent) | 5.62% | 5.62% | |
Carrying amount of long term debt | $ 200 | $ 200 | |
Fair value of long term debt | 218 | 222 | |
US Revolving Credit Facility Due October 22, 2017 [Member] | |||
Financing Arrangements | |||
Carrying amount of long term debt | 111 | 87 | |
Fair value of long term debt | 111 | $ 87 | |
Term loan due January 10, 2017 | |||
Financing Arrangements | |||
Carrying amount of long term debt | 350 | ||
Fair value of long term debt | $ 350 |
Financing Arrangements (Details
Financing Arrangements (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Debt | ||
Debt outstanding | $ 1,840 | $ 1,820 |
Short-term borrowings in various currencies (at rates ranging from 2% to 6% for 2015 and 1% to 7% for 2014) | $ 19 | $ 23 |
Minimum | ||
Debt | ||
Short-term borrowings in various currencies, interest rate (as a percent) | 2.00% | 1.00% |
Maximum | ||
Debt | ||
Short-term borrowings in various currencies, interest rate (as a percent) | 6.00% | 7.00% |
Financing Arrangements (Detai52
Financing Arrangements (Details 2) - USD ($) $ in Millions | Nov. 02, 2015 | Jul. 10, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Financing Arrangements | ||||
Long-term debt | $ 1,819 | $ 1,798 | ||
Revolving Credit Agreement | ||||
Financing Arrangements | ||||
Line of credit facility, maximum borrowing capacity | 1,000 | |||
Additional increase in borrowing capacity of the line of credit available at the entity's option | $ 250 | |||
Debt, floating rate of interest basis | LIBOR | |||
Borrowings outstanding | $ 111 | |||
3.2% senior notes due November 1, 2015 | ||||
Financing Arrangements | ||||
Repayments of debt | $ 350 | |||
Debt, interest rate (as a percent) | 3.20% | 3.20% | 3.20% | |
Foreign Line of Credit | ||||
Financing Arrangements | ||||
Unused operating lines of credit | $ 409 | |||
Term loan due January 10, 2017 | ||||
Financing Arrangements | ||||
Debt instrument term | 18 months | |||
Aggregate principal Amount | $ 350 | |||
Debt, floating rate of interest basis | LIBOR |
Financing Arrangements (Detai53
Financing Arrangements (Details 3) - USD ($) $ in Millions | Dec. 31, 2015 | Nov. 02, 2015 | Dec. 31, 2014 |
Financing Arrangements | |||
Total carrying amount | $ 1,819 | $ 1,798 | |
Long-term debt | 1,819 | 1,798 | |
Debt issuance costs | $ 5 | $ 6 | |
4.625% senior notes, due November 1, 2020 | |||
Financing Arrangements | |||
Debt, interest rate (as a percent) | 4.625% | 4.625% | |
Total carrying amount | $ 398 | $ 397 | |
3.2% senior notes due November 1, 2015 | |||
Financing Arrangements | |||
Debt, interest rate (as a percent) | 3.20% | 3.20% | 3.20% |
Total carrying amount | $ 350 | ||
1.8% senior notes, due September 25, 2017 | |||
Financing Arrangements | |||
Debt, interest rate (as a percent) | 1.80% | 1.80% | |
Total carrying amount | $ 299 | $ 298 | |
6.625% senior notes, due April 15, 2037 | |||
Financing Arrangements | |||
Debt, interest rate (as a percent) | 6.625% | 6.625% | |
Total carrying amount | $ 254 | $ 254 | |
6.0% senior notes, due April 15, 2017 | |||
Financing Arrangements | |||
Debt, interest rate (as a percent) | 6.00% | 6.00% | |
Total carrying amount | $ 200 | $ 199 | |
5.62% senior notes due March 25, 2020 | |||
Financing Arrangements | |||
Debt, interest rate (as a percent) | 5.62% | 5.62% | |
Total carrying amount | $ 200 | $ 200 | |
US Revolving Credit Facility Due October 22, 2017 [Member] | |||
Financing Arrangements | |||
Total carrying amount | 111 | $ 87 | |
Term loan due January 10, 2017 | |||
Financing Arrangements | |||
Total carrying amount | $ 350 |
Financing Arrangements (Detai54
Financing Arrangements (Details 4) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Long-term debt | ||
Fair value adjustment related to hedged fixed rate debt instruments | $ 7 | $ 13 |
Long-term debt maturities | ||
2,017 | 961 | |
2,020 | 600 | |
2,037 | 250 | |
Guaranteed obligations of consolidated subsidiaries | $ 204 | $ 214 |
Leases (Details)
Leases (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Leases | |||
Rental expense | $ 52 | $ 47 | $ 47 |
Minimum lease payments due on leases | |||
2,016 | 44 | ||
2,017 | 38 | ||
2,018 | 33 | ||
2,019 | 28 | ||
2,020 | 20 | ||
Balance thereafter | $ 56 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income before income taxes: | |||
United States | $ 109 | $ 83 | $ 138 |
Foreign | 490 | 437 | 409 |
Income before income taxes | 599 | 520 | 547 |
Current tax expense | |||
US federal | 26 | 8 | 5 |
State and local | 3 | 1 | 3 |
Foreign | 164 | 159 | 106 |
Total current | 193 | 168 | 114 |
Deferred tax expense (benefit) | |||
US federal | (8) | (16) | 11 |
State and local | (1) | (2) | (2) |
Foreign | 3 | 7 | 21 |
Total deferred | (6) | (11) | 30 |
Total provision for income taxes | 187 | 157 | $ 144 |
Deferred tax assets attributable to: | |||
Employee benefit accruals | 34 | 23 | |
Pensions and postretirement plans | 30 | 30 | |
Derivative contracts | 14 | 9 | |
Net operating loss carryforwards | 13 | 19 | |
Foreign tax credit carryforwards | 3 | ||
Other | 38 | 30 | |
Gross deferred tax assets | 132 | 111 | |
Valuation allowance | (12) | (11) | |
Net deferred tax assets | 120 | 100 | |
Deferred tax liabilities attributable to: | |||
Property, plant and equipment | 193 | 194 | |
Identified intangibles | 59 | 34 | |
Gross deferred tax liabilities | 252 | 228 | |
Net deferred tax liabilities | 132 | $ 128 | |
State and Local Jurisdiction | |||
Deferred tax assets attributable to: | |||
Net operating loss carryforwards | 9 | ||
Deferred tax liabilities attributable to: | |||
Loss carryforwards, valuation allowance | 9 | ||
Foreign Tax Authority | |||
Deferred tax liabilities attributable to: | |||
Loss carryforwards, valuation allowance | $ 3 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of the US federal statutory tax rate to the Company's effective tax rate | |||||
Provision for tax at US federal statutory rate (as a percent) | 35.00% | 35.00% | 35.00% | ||
Tax rate difference on foreign income (as a percent) | (5.75%) | (6.26%) | (5.28%) | ||
State and local taxes - net (as a percent) | 0.28% | 0.13% | 0.35% | ||
Nondeductible goodwill impairment - Southern Cone | 2.18% | ||||
Tax impact of fluctuations in Mexican Pesos to US Dollar | 2.87% | 1.30% | |||
Other items - net (as a percent) | (1.18%) | (2.16%) | (3.74%) | ||
Provision at effective tax rate (as a percent) | 31.22% | 30.19% | 26.33% | ||
Tax impact of change of Mexican Pesos to US Dollar | $ 17 | $ 7 | |||
Reversal of income tax | 187 | 157 | $ 144 | ||
Income tax provision (benefit) that offset income tax indemnification income | (4) | 7 | |||
Undistributed earnings of foreign subsidiaries | 2,400 | ||||
Reconciliation of beginning and ending amount of unrecognized tax benefits excluding interest and penalties | |||||
Balance at January 1 | 23 | 34 | |||
Additions for tax positions related to prior years | 6 | ||||
Reductions for tax positions related to prior years | (10) | (5) | |||
Additions based on tax positions related to the current year | 1 | ||||
Reductions related to a lapse in the statute of limitations | (2) | (12) | |||
Balance at December 31 | 12 | 23 | $ 34 | ||
Unrecognized tax benefits that, if recognized, would affect the effective tax rate in future periods | 3 | ||||
Remaining unrecognized tax benefits | 9 | ||||
Foreign tax credit carryforwards | 12 | ||||
Interest expense accrued, net of interest income | 4 | 6 | |||
Accrued penalties | $ 1 | ||||
Unrecognized tax benefits, current | $ 1 | ||||
Canada | |||||
Reconciliation of the US federal statutory tax rate to the Company's effective tax rate | |||||
Provision for tax at US federal statutory rate (as a percent) | 25.00% | ||||
Mexico | |||||
Reconciliation of the US federal statutory tax rate to the Company's effective tax rate | |||||
Provision for tax at US federal statutory rate (as a percent) | 30.00% | ||||
Thailand | |||||
Reconciliation of the US federal statutory tax rate to the Company's effective tax rate | |||||
Provision for tax at US federal statutory rate (as a percent) | 20.00% | ||||
Brazil | |||||
Reconciliation of the US federal statutory tax rate to the Company's effective tax rate | |||||
Provision for tax at US federal statutory rate (as a percent) | 34.00% | ||||
Akzo Nobel NV | |||||
Reconciliation of the US federal statutory tax rate to the Company's effective tax rate | |||||
Income tax provision (benefit) that offset income tax indemnification income | $ (4) | $ 7 | |||
Pre-acquisition audit result adjustment, tax | (3) | 5 | |||
Pre-acquisition audit result adjustment, interest | $ (1) | $ 2 | |||
Pre-acquisition audit result adjustment (as a percent) | 0.70% | 1.30% |
Benefit Plans (Details)
Benefit Plans (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015USD ($)item | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Pension Plans Defined Benefit | ||||
Defined Benefit Plan, Change in Benefit Obligation | ||||
Balance at the beginning of the period | $ 527 | $ 527 | ||
Balance at the end of the period | 541 | $ 527 | ||
United States Pension Plan of US Entity, Defined Benefit | ||||
Defined Benefit Plan, Change in Benefit Obligation | ||||
Balance at the beginning of the period | 314 | 314 | 293 | |
Service cost | 8 | 7 | $ 8 | |
Interest cost | 14 | 13 | 11 | |
Benefits paid | (15) | (17) | ||
Actuarial (gain) loss | (26) | 22 | ||
Business combinations / transfers | 73 | |||
Curtailment / settlement / amendments | (9) | (4) | ||
Balance at the end of the period | 359 | 314 | 293 | |
Defined Benefit Plan, Change in Fair Value of Plan Assets | ||||
Balance at the beginning of the period | 313 | 313 | 297 | |
Actual return on plan assets | (2) | 30 | ||
Employer contributions | 11 | 6 | ||
Benefits paid | (15) | (17) | ||
Plan settlements | (9) | (3) | ||
Business combinations | 56 | |||
Balance at the end of the period | 354 | 313 | 297 | |
Funded status | (5) | (1) | ||
Defined Benefit Plan, Amounts Recognized in Balance Sheet.. | ||||
Other assets | 18 | 12 | ||
Accrued liabilities | (1) | (1) | ||
Non-current liabilities | (22) | (12) | ||
Net asset (liability) recognized | (5) | (1) | ||
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), before Tax. | ||||
Net actuarial loss | 19 | 19 | ||
Prior service credit | (2) | (2) | ||
Net amount recognized | 17 | 17 | ||
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets | ||||
Projected benefit obligation | 164 | 9 | ||
Accumulated benefit obligation | 158 | 8 | ||
Fair value of plan assets | 141 | |||
Defined Benefit Plan, Net Periodic Benefit Cost.. | ||||
Service cost | 8 | 7 | 8 | |
Interest cost | 14 | 13 | 11 | |
Expected return on plan assets | (24) | (21) | (18) | |
Amortization of actuarial loss | 1 | $ 1 | 2 | |
Settlement gain | (1) | |||
Net periodic benefit cost | (2) | 3 | ||
Amount related to the amortization of the entity's accumulated actuarial loss included in accumulated other comprehensive loss that will be recognized in net pension expense in next fiscal year | 1 | |||
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss) | ||||
Amortization of actuarial loss | (1) | |||
Settlement gain | 1 | |||
Net periodic benefit cost | (2) | $ 3 | ||
Total recorded in other comprehensive income and net periodic benefit cost | $ (2) | |||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation | ||||
Discount rate (as a percent) | 4.54% | 4.00% | ||
Rate of compensation increase (as a percent) | 4.71% | 4.31% | ||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost | ||||
Discount rate (as a percent) | 4.00% | 4.60% | 3.60% | |
Expected long-term return on plan assets (as a percent) | 7.00% | 7.25% | 7.25% | |
Rate of compensation increase (as a percent) | 4.31% | 4.22% | 4.19% | |
United States Pension Plan of US Entity, Defined Benefit | Minimum | ||||
Benefit plans | ||||
Percent of base salary, bonus and overtime credited to participating employees' accounts by the Company | 3.00% | |||
United States Pension Plan of US Entity, Defined Benefit | Maximum | ||||
Benefit plans | ||||
Percent of base salary, bonus and overtime credited to participating employees' accounts by the Company | 10.00% | |||
Foreign Pension Plan, Defined Benefit | ||||
Defined Benefit Plan, Change in Benefit Obligation | ||||
Balance at the beginning of the period | 267 | $ 267 | $ 250 | |
Service cost | 4 | 6 | $ 9 | |
Interest cost | 12 | 14 | 12 | |
Benefits paid | (11) | (11) | ||
Actuarial (gain) loss | (4) | 33 | ||
Business combinations / transfers | (2) | |||
Curtailment / settlement / amendments | (11) | |||
Foreign currency translation | (38) | (23) | ||
Balance at the end of the period | 219 | 267 | 250 | |
Defined Benefit Plan, Change in Fair Value of Plan Assets | ||||
Balance at the beginning of the period | $ 232 | 232 | 223 | |
Actual return on plan assets | 16 | 28 | ||
Employer contributions | 5 | 11 | ||
Benefits paid | (11) | (11) | ||
Foreign currency translation | (36) | (19) | ||
Balance at the end of the period | 206 | 232 | 223 | |
Funded status | (13) | (35) | ||
Defined Benefit Plan, Amounts Recognized in Balance Sheet.. | ||||
Other assets | 32 | 18 | ||
Accrued liabilities | (3) | (1) | ||
Non-current liabilities | (42) | (52) | ||
Net asset (liability) recognized | (13) | (35) | ||
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), before Tax. | ||||
Net actuarial loss | 48 | 69 | ||
Transition obligation | 2 | 2 | ||
Prior service credit | (1) | (1) | ||
Net amount recognized | 49 | 70 | ||
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets | ||||
Projected benefit obligation | 47 | 54 | ||
Accumulated benefit obligation | 38 | 43 | ||
Fair value of plan assets | 2 | 2 | ||
Defined Benefit Plan, Net Periodic Benefit Cost.. | ||||
Service cost | 4 | 6 | 9 | |
Interest cost | 12 | 14 | 12 | |
Expected return on plan assets | (13) | (14) | (12) | |
Amortization of actuarial loss | 3 | 3 | 5 | |
Net periodic benefit cost | 6 | 9 | 14 | |
Amount related to the amortization of the entity's accumulated actuarial loss included in accumulated other comprehensive loss that will be recognized in net pension expense in next fiscal year | 1 | |||
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss) | ||||
Net actuarial gain | (18) | |||
Amortization of actuarial loss | (3) | |||
Total recorded in other comprehensive income | (21) | |||
Net periodic benefit cost | 6 | $ 9 | $ 14 | |
Total recorded in other comprehensive income and net periodic benefit cost | $ (15) | |||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation | ||||
Discount rate (as a percent) | 4.57% | 4.47% | ||
Rate of compensation increase (as a percent) | 3.73% | 3.76% | ||
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost | ||||
Discount rate (as a percent) | 4.47% | 5.60% | 4.88% | |
Expected long-term return on plan assets (as a percent) | 6.48% | 6.82% | 6.69% | |
Rate of compensation increase (as a percent) | 3.76% | 4.39% | 4.35% | |
Canadian Plans | ||||
Benefit plans | ||||
Number of plans amended | item | 1 | |||
Curtailment gain | $ (9) | |||
United States Postretirement Benefit Plan of US Entity, Defined Benefit | ||||
Benefit plans | ||||
Age of employees upon attaining which they can avail benefits accrued during their employment | 65 years | |||
Term of treasury notes used to calculate interest on accrued benefits | 5 years |
Benefit Plans (Details 2)
Benefit Plans (Details 2) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Amounts charged to expense | |||
Amounts charged to expense for defined contribution plans | $ 17 | $ 17 | $ 15 |
United States Pension Plan of US Entity, Defined Benefit | |||
Plan assets | |||
Weighted average asset allocation (as a percent) | 100.00% | 100.00% | |
Fair value of plan assets | $ 354 | $ 313 | 297 |
Cash contributions to defined benefit pension plan | 11 | $ 6 | |
Expected contribution in next fiscal year | 1 | ||
Expected future benefit payments | |||
2,016 | 19 | ||
2,017 | 22 | ||
2,018 | 22 | ||
2,019 | 23 | ||
2,020 | 24 | ||
Years 2021 - 2025 | 128 | ||
United States Pension Plan of US Entity, Defined Benefit | US Equity Index Funds | |||
Plan assets | |||
Fair value of plan assets | 181 | ||
United States Pension Plan of US Entity, Defined Benefit | International Equity Index Funds | |||
Plan assets | |||
Fair value of plan assets | 32 | ||
United States Pension Plan of US Entity, Defined Benefit | Real Estate Equity Index Funds | |||
Plan assets | |||
Fair value of plan assets | 5 | ||
United States Pension Plan of US Entity, Defined Benefit | Intermediate Fixed Income Index Funds | |||
Plan assets | |||
Fair value of plan assets | 68 | ||
United States Pension Plan of US Entity, Defined Benefit | Long Duration Fixed Income Index Bonds | |||
Plan assets | |||
Fair value of plan assets | $ 64 | ||
United States Pension Plan of US Entity, Defined Benefit | Cash, Cash Equivalents and Other | |||
Plan assets | |||
Plan assets minimum allocation percentage | 1.00% | ||
Plan assets maximum allocation percentage | 3.00% | ||
Weighted average asset allocation (as a percent) | 1.00% | 1.00% | |
Fair value of plan assets | $ 4 | ||
United States Pension Plan of US Entity, Defined Benefit | Equity Securities | |||
Plan assets | |||
Plan assets minimum allocation percentage | 38.00% | ||
Plan assets maximum allocation percentage | 72.00% | ||
Weighted average asset allocation (as a percent) | 62.00% | 62.00% | |
United States Pension Plan of US Entity, Defined Benefit | Debt Securities | |||
Plan assets | |||
Weighted average asset allocation (as a percent) | 37.00% | 37.00% | |
United States Pension Plan of US Entity, Defined Benefit | Fixed Income Securities | |||
Plan assets | |||
Plan assets minimum allocation percentage | 31.00% | ||
Plan assets maximum allocation percentage | 58.00% | ||
United States Pension Plan of US Entity, Defined Benefit | Level 2 | |||
Plan assets | |||
Fair value of plan assets | $ 354 | ||
United States Pension Plan of US Entity, Defined Benefit | Level 2 | US Equity Index Funds | |||
Plan assets | |||
Fair value of plan assets | 181 | ||
United States Pension Plan of US Entity, Defined Benefit | Level 2 | International Equity Index Funds | |||
Plan assets | |||
Fair value of plan assets | 32 | ||
United States Pension Plan of US Entity, Defined Benefit | Level 2 | Real Estate Equity Index Funds | |||
Plan assets | |||
Fair value of plan assets | 5 | ||
United States Pension Plan of US Entity, Defined Benefit | Level 2 | Intermediate Fixed Income Index Funds | |||
Plan assets | |||
Fair value of plan assets | 68 | ||
United States Pension Plan of US Entity, Defined Benefit | Level 2 | Long Duration Fixed Income Index Bonds | |||
Plan assets | |||
Fair value of plan assets | 64 | ||
United States Pension Plan of US Entity, Defined Benefit | Level 2 | Cash, Cash Equivalents and Other | |||
Plan assets | |||
Fair value of plan assets | $ 4 | ||
Foreign Pension Plan, Defined Benefit | |||
Plan assets | |||
Weighted average asset allocation (as a percent) | 100.00% | 100.00% | |
Fair value of plan assets | $ 206 | $ 232 | $ 223 |
Cash contributions to defined benefit pension plan | 5 | $ 11 | |
Expected contribution in next fiscal year | 4 | ||
Expected future benefit payments | |||
2,016 | 16 | ||
2,017 | 11 | ||
2,018 | 10 | ||
2,019 | 11 | ||
2,020 | 11 | ||
Years 2021 - 2025 | 61 | ||
Foreign Pension Plan, Defined Benefit | US Equity Index Funds | |||
Plan assets | |||
Fair value of plan assets | 36 | ||
Foreign Pension Plan, Defined Benefit | Canada Equity Index Funds | |||
Plan assets | |||
Fair value of plan assets | 28 | ||
Foreign Pension Plan, Defined Benefit | International Equity Index Funds | |||
Plan assets | |||
Fair value of plan assets | 35 | ||
Foreign Pension Plan, Defined Benefit | Intermediate Fixed Income Index Funds | |||
Plan assets | |||
Fair value of plan assets | 1 | ||
Foreign Pension Plan, Defined Benefit | Long Duration Canada Fixed Income Index Bonds | |||
Plan assets | |||
Fair value of plan assets | $ 79 | ||
Foreign Pension Plan, Defined Benefit | Cash, Cash Equivalents and Other | |||
Plan assets | |||
Weighted average asset allocation (as a percent) | 13.00% | 10.00% | |
Foreign Pension Plan, Defined Benefit | Cash and Cash Equivalents | |||
Plan assets | |||
Fair value of plan assets | $ 2 | ||
Foreign Pension Plan, Defined Benefit | Equity Securities | |||
Plan assets | |||
Weighted average asset allocation (as a percent) | 49.00% | 50.00% | |
Foreign Pension Plan, Defined Benefit | Debt Securities | |||
Plan assets | |||
Weighted average asset allocation (as a percent) | 38.00% | 40.00% | |
Foreign Pension Plan, Defined Benefit | Other Plan Assets | |||
Plan assets | |||
Fair value of plan assets | $ 25 | ||
Foreign Pension Plan, Defined Benefit | Level 1 | |||
Plan assets | |||
Fair value of plan assets | 2 | ||
Foreign Pension Plan, Defined Benefit | Level 1 | Cash and Cash Equivalents | |||
Plan assets | |||
Fair value of plan assets | 2 | ||
Foreign Pension Plan, Defined Benefit | Level 2 | |||
Plan assets | |||
Fair value of plan assets | 204 | ||
Foreign Pension Plan, Defined Benefit | Level 2 | US Equity Index Funds | |||
Plan assets | |||
Fair value of plan assets | 36 | ||
Foreign Pension Plan, Defined Benefit | Level 2 | Canada Equity Index Funds | |||
Plan assets | |||
Fair value of plan assets | 28 | ||
Foreign Pension Plan, Defined Benefit | Level 2 | International Equity Index Funds | |||
Plan assets | |||
Fair value of plan assets | 35 | ||
Foreign Pension Plan, Defined Benefit | Level 2 | Intermediate Fixed Income Index Funds | |||
Plan assets | |||
Fair value of plan assets | 1 | ||
Foreign Pension Plan, Defined Benefit | Level 2 | Long Duration Canada Fixed Income Index Bonds | |||
Plan assets | |||
Fair value of plan assets | 79 | ||
Foreign Pension Plan, Defined Benefit | Level 2 | Other Plan Assets | |||
Plan assets | |||
Fair value of plan assets | $ 25 |
Benefit Plans (Details 3)
Benefit Plans (Details 3) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015USD ($)item | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Multiemployer Plans | |||
Multiemployer benefit plan that company contributes to | item | 1 | ||
Multiemployer Plan contributions | $ 12 | $ 12 | $ 12 |
Other Postretirement Benefit Plans Defined Benefit | |||
Benefit obligation | |||
Balance at the beginning of the period | 47 | 57 | |
Service cost | 1 | 3 | 3 |
Interest cost | 3 | 4 | 4 |
Plan amendment | 1 | (16) | |
Actuarial (gain) loss | (1) | 4 | |
Business combinations / transfers | 21 | ||
Benefits paid | (3) | (3) | |
Foreign currency translation | (5) | (2) | |
Balance at the end of the period | 64 | 47 | 57 |
Funded status | (64) | (47) | |
Amounts recognized in the Consolidated Balance Sheets... | |||
Accrued liabilities | (4) | (3) | |
Non-current liabilities | (60) | (44) | |
Net asset (liability) recognized | (64) | (47) | |
Amounts recognized in Accumulated Other Comprehensive Loss, excluding tax effects, that have not yet been recognized as components of net periodic benefit cost | |||
Net actuarial loss | 7 | 9 | |
Prior service credit | (11) | (15) | |
Net amount recognized | (4) | (6) | |
Components of Net Periodic Benefit Cost | |||
Service cost | 1 | 3 | 3 |
Interest cost | 3 | 4 | 4 |
Amortization of prior service credit | (2) | 1 | |
Net periodic benefit cost | 2 | 7 | 8 |
Amount related to the amortization of prior service cost included in accumulated other comprehensive loss that will be recognized in net pension expense in next fiscal year | 3 | ||
Amounts recorded in other comprehensive income and net periodic benefit cost | |||
Net actuarial gain | (2) | ||
Amortization of prior service credit | 2 | ||
New prior service credit | 2 | ||
Total recorded in other comprehensive income | 2 | ||
Net periodic benefit cost | 2 | $ 7 | $ 8 |
Total recorded in other comprehensive income and net periodic benefit cost | $ 4 | ||
Weighted average assumptions used to determine the company's obligations | |||
Discount rate (as a percent) | 5.30% | 5.70% | |
Weighted average assumptions used to determine the company's net periodic benefit cost | |||
Discount rate (as a percent) | 5.70% | 6.47% | 5.44% |
Sensitivity to Trend Assumptions | |||
One-percentage point increase, effect on service cost and interest cost components | $ 0.5 | ||
One-percentage point increase, effect on year-end benefit obligations | 6 | ||
One-percentage point decrease, effect on service cost and interest cost components | 0.3 | ||
One-percentage point decrease, effect on year-end benefit obligations | 5 | ||
Expected future benefit payments | |||
2,016 | 4 | ||
2,017 | 4 | ||
2,018 | 4 | ||
2,019 | 4 | ||
2,020 | 5 | ||
Years 2021 - 2025 | $ 24 | ||
United States Postretirement Benefit Plan of US Entity, Defined Benefit | |||
Assumptions used in measuring benefit obligation | |||
2015 increase in per capita cost (as a percent) | 6.90% | ||
Ultimate trend (as a percent) | 4.50% | ||
Canada Postretirement Benefit Plans of US Entity, Defined Benefit | |||
Assumptions used in measuring benefit obligation | |||
2015 increase in per capita cost (as a percent) | 6.90% | ||
Ultimate trend (as a percent) | 4.50% | ||
Brazil Postretirement Benefit Plans of US Entity, Defined Benefit | |||
Assumptions used in measuring benefit obligation | |||
2015 increase in per capita cost (as a percent) | 8.66% | ||
Ultimate trend (as a percent) | 8.66% |
Supplementary Information (Deta
Supplementary Information (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts receivable - net: | ||
Accounts receivable - trade | $ 672 | $ 655 |
Accounts receivable - other | 108 | 111 |
Allowance for doubtful accounts | (5) | (4) |
Total accounts receivable - net | 775 | 762 |
Inventories: | ||
Finished and in process | 438 | 428 |
Raw materials | 229 | 225 |
Manufacturing supplies | 48 | 46 |
Total inventories | 715 | 699 |
Accrued liabilities: | ||
Compensation-related costs | 84 | 74 |
Income taxes payable | 46 | 36 |
Dividends payable | 33 | 31 |
Accrued interest | 14 | 16 |
Taxes payable other than income taxes | 34 | 36 |
Other | 89 | 75 |
Total accrued liabilities | 300 | 268 |
Non-current liabilities: | ||
Employees pension, indemnity and postretirement | 142 | 126 |
Other | 28 | 31 |
Total non-current liabilities | $ 170 | $ 157 |
Supplementary Information (De62
Supplementary Information (Details 2) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Other income -net: | |||
Gain from sale of plant | $ 10 | ||
Legal settlement | (7) | ||
Income tax indemnification (expense) income | (4) | $ 7 | |
Gain from sale of investment | 5 | ||
Gain from sale of idled plant | 3 | ||
Other | 2 | 9 | $ 16 |
Other income - net | 1 | 24 | 16 |
Income tax provision (benefit) that offset income tax indemnification income | (4) | 7 | |
Financing costs-net: | |||
Interest expense, net of amounts capitalized | 69 | 73 | 74 |
Interest income | (14) | (13) | (11) |
Foreign currency transaction losses | 6 | 1 | 3 |
Financing costs, net | 61 | 61 | 66 |
Interest capitalized | $ 2 | $ 2 | $ 4 |
Supplementary Information (De63
Supplementary Information (Details 3) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Supplementary Cash Flow Information | |||
Mechanical stores expense | $ 57 | $ 56 | $ 48 |
Share-based compensation expense | 21 | 19 | 17 |
Other | 18 | (7) | 9 |
Total other non-cash charges to net income | 96 | 68 | 74 |
Interest paid | 52 | 59 | 61 |
Income taxes paid | $ 158 | $ 94 | $ 135 |
Equity (Details)
Equity (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 29, 2014 | Aug. 01, 2014 | Jul. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 12, 2014 |
Preferred stock: | |||||||
Preferred stock, authorized shares | 25,000,000 | 25,000,000 | |||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||||
Preferred Stock, Shares Issued | 0 | 0 | |||||
Treasury stock: | |||||||
Payment made for repurchase of shares | $ 41 | $ 304 | $ 228 | ||||
Shares Repurchased From Employees Under Stock Incentive Plan and Cancellation Of Forfeited Restricted Stock | |||||||
Treasury stock: | |||||||
Common stock repurchased | 4,611 | 8,738 | 21,629 | ||||
Average purchase prices of treasury stock (in dollars per share) repurchased | $ 76.28 | $ 61.05 | $ 44.55 | ||||
Stock Repurchase 2014 Program | |||||||
Treasury stock: | |||||||
Common stock repurchased | 435,000 | ||||||
Shares authorized to be repurchased | 5,000,000 | ||||||
Cost to repurchase common shares | $ 34 | ||||||
Stock Repurchase 2013 Program | |||||||
Treasury stock: | |||||||
Common stock repurchased | 3,385,000 | ||||||
Shares authorized to be repurchased | 4,000,000 | ||||||
Cost to repurchase common shares | $ 227 | ||||||
Accelerated Share Repurchase Program | |||||||
Treasury stock: | |||||||
Common stock repurchased | 671,823 | 3,152,502 | 3,824,325 | ||||
Average purchase prices of treasury stock (in dollars per share) repurchased | $ 78.45 | ||||||
Common stock repurchased | $ 300 | ||||||
Payment made for repurchase of shares | $ 300 | ||||||
Percentage of repurchase shares received | 80.00% |
Equity (Details 2)
Equity (Details 2) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Increase (decrease) in common stock, number of shares | |||
Balance at the beginning of the period | 77,810,875 | ||
Balance at the end of the period | 77,810,875 | 77,810,875 | |
Employee Service Share-based Compensation, Aggregate Disclosures | |||
Pre-tax compensation expense | $ 21 | $ 19 | $ 17 |
Income tax(benefit) | (8) | (7) | (6) |
Total share-based compensation expense, net of income taxes | $ 13 | $ 12 | $ 11 |
Common Stock Issued | |||
Increase (decrease) in common stock, number of shares | |||
Balance at the beginning of the period | 77,811,000 | 77,673,000 | 77,142,000 |
Issuance of restricted stock units as compensation | 89,000 | 6,000 | |
Issuance under incentive and other plans | 49,000 | 130,000 | |
Stock options exercised | 395,000 | ||
Balance at the end of the period | 77,811,000 | 77,811,000 | 77,673,000 |
Treasury Stock | |||
Increase (decrease) in common stock, number of shares | |||
Balance at the beginning of the period | 6,489,000 | 3,361,000 | 110,000 |
Issuance of restricted stock units as compensation | (102,000) | (24,000) | (3,000) |
Issuance under incentive and other plans | (75,000) | (63,000) | (43,000) |
Stock options exercised | (556,000) | (618,000) | (110,000) |
Purchase/acquisition of treasury stock | 439,000 | 3,833,000 | 3,407,000 |
Balance at the end of the period | 6,195,000 | 6,489,000 | 3,361,000 |
Common Stock Shares Outstanding | |||
Increase (decrease) in common stock, number of shares | |||
Balance at the beginning of the period | 71,322,000 | 74,312,000 | 77,032,000 |
Issuance of restricted stock units as compensation | 102,000 | 113,000 | 9,000 |
Issuance under incentive and other plans | 75,000 | 112,000 | 173,000 |
Stock options exercised | 556,000 | 618,000 | 505,000 |
Purchase/acquisition of treasury stock | (439,000) | (3,833,000) | (3,407,000) |
Balance at the end of the period | 71,616,000 | 71,322,000 | 74,312,000 |
Stock Option Awards | |||
Increase (decrease) in common stock, number of shares | |||
Stock options exercised | 559,000 | ||
Employee Service Share-based Compensation, Aggregate Disclosures | |||
Pre-tax compensation expense | $ 7 | $ 7 | $ 6 |
Income tax(benefit) | (3) | (3) | (2) |
Total share-based compensation expense, net of income taxes | 4 | 4 | 4 |
Restricted Stock Units and Restricted Stock Awards | |||
Employee Service Share-based Compensation, Aggregate Disclosures | |||
Pre-tax compensation expense | 9 | 8 | 7 |
Income tax(benefit) | (3) | (3) | (3) |
Total share-based compensation expense, net of income taxes | 6 | 5 | 4 |
Performance Shares And Other Share Based Awards | |||
Employee Service Share-based Compensation, Aggregate Disclosures | |||
Pre-tax compensation expense | 5 | 4 | 4 |
Income tax(benefit) | (2) | (1) | (1) |
Total share-based compensation expense, net of income taxes | $ 3 | $ 3 | $ 3 |
Equity (Details 3)
Equity (Details 3) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Equity stock-based compensation | |||
Shares originally authorized under stock incentive plan | 8,000 | ||
Shares available for future grants under stock incentive plan | 5,200 | ||
Share Based Compensation Arrangement by Share Based Payment Award, Additional Disclosures | |||
Excess tax benefit realized from share-based compensation | $ 8 | $ 6 | $ 5 |
Stock Option Awards | |||
Equity stock-based compensation | |||
Term of options | 10 years | ||
Period of vesting | 3 years | ||
Weighted-average grant date fair value of stock options granted (in dollars per share) | $ 16.04 | $ 12.99 | $ 17.87 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology | |||
Expected life (in years) | 5 years 6 months | 5 years 6 months | 5 years 9 months 18 days |
Risk-free interest rate (as a percent) | 1.36% | 1.60% | 1.10% |
Expected volatility (as a percent) | 25.19% | 30.30% | 32.60% |
Expected dividend yield (as a percent) | 2.00% | 2.80% | 1.60% |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | |||
Outstanding at the beginning of the period (in shares) | 2,889 | ||
Granted (in shares) | 336 | ||
Exercised (in shares) | (559) | ||
Forfeited / Expired (in shares) | (15) | ||
Outstanding at the end of the period (in shares) | 2,651 | 2,889 | |
Exercisable at the end of the period (in shares) | 1,755 | ||
Share options, weighted average exercise price per share | |||
Outstanding at the beginning of the period (in dollars per share) | $ 46.84 | ||
Granted (in dollars per share) | 82.28 | ||
Exercised (in dollars per share) | 38.27 | ||
Forfeited / Expired (in dollars per share) | 52.44 | ||
Outstanding at the end of the period (in dollars per share) | 52.93 | $ 46.84 | |
Exercisable at the end of the period (in dollars per share) | $ 44.76 | ||
Share options, aggregate intrinsic value | |||
Options outstanding, weighted average remaining contractual life | 5 years 11 months 16 days | 6 years 2 months 1 day | |
Stock options exercisable, weighted average remaining contractual life | 4 years 9 months | ||
Options outstanding aggregate intrinsic value | $ 114 | $ 110 | |
Stock options exercisable aggregate intrinsic value | 90 | ||
Share Based Compensation Arrangement by Share Based Payment Award, Stock Options, Additional Disclosures | |||
Total intrinsic value of stock options exercised | 27 | 26 | $ 20 |
Cash received from exercise of stock options | 21 | $ 20 | $ 14 |
Unrecognized compensation cost | $ 7 | ||
Weighted-average period for amortization of unrecognized compensation cost | 1 year 7 months 6 days |
Equity (Details 4)
Equity (Details 4) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Other disclosures | |||
Pre-tax compensation expense | $ 21 | $ 19 | $ 17 |
Share-based payments subject to redemption | 24 | 22 | |
Long Term Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures | |||
Unrecognized compensation cost | $ 2 | ||
Other disclosures | |||
Service period over which compensation expense would be amortized | 3 years | ||
Share-based payments subject to redemption | $ 7 | 6 | |
Long Term Incentive Plan | Officer | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures | |||
Weighted-average period for amortization of unrecognized compensation cost | 1 year | ||
Long Term Incentive Plan | Officer | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures | |||
Weighted-average period for amortization of unrecognized compensation cost | 2 years | ||
Restricted Stock Awards and Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures | |||
Compensation cost related to unvested restricted share and restricted stock units included in share-based payments subject to redemption on the Balance Sheet | $ 17 | $ 16 | |
Restricted Stock Awards and Restricted Stock Units (RSUs) | Minimum | |||
Equity stock-based compensation | |||
Vesting terms | 3 years | ||
Restricted Stock Awards and Restricted Stock Units (RSUs) | Maximum | |||
Equity stock-based compensation | |||
Vesting terms | 5 years | ||
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares | |||
Non-vested at the beginning of the period (in shares) | 16,000 | ||
Vested (in shares) | (14,000) | ||
Non-vested at the end of the period (in shares) | 2,000 | 16,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures | |||
Non-vested at the beginning of the period (in dollars per share) | $ 27.94 | ||
Vested (in dollars per share) | 28.75 | ||
Non-vested at the end of the period (in dollars per share) | $ 21.42 | $ 27.94 | |
Fair value of awards vested during the year | $ 1 | $ 2 | 2 |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares | |||
Non-vested at the beginning of the period (in shares) | 434,000 | ||
Granted (in shares) | 169,000 | ||
Vested (in shares) | (155,000) | ||
Forfeited (in shares) | (9,000) | ||
Non-vested at the end of the period (in shares) | 439,000 | 434,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures | |||
Non-vested at the beginning of the period (in dollars per share) | $ 59.61 | ||
Granted (in dollars per share) | 82.41 | ||
Vested (in dollars per share) | 54.90 | ||
Forfeited (in dollars per share) | 65.01 | ||
Non-vested at the end of the period (in dollars per share) | $ 69.96 | $ 59.61 | |
Fair value of awards vested during the year | $ 13 | $ 11 | 1 |
Unrecognized compensation cost | $ 14 | ||
Weighted-average period for amortization of unrecognized compensation cost | 1 year 9 months 18 days | ||
Restricted Stock Units (RSUs) | Compensation Arrangement | Director | |||
Other disclosures | |||
Minimum percentage of Board of Director's compensation they may elect to be awarded in the form of restricted stock units or common stock | 50.00% | ||
Minimum period of restriction for transfer of award after director's termination of service from the board | 6 months | ||
Pre-tax compensation expense | $ 1 | $ 1 | $ 1 |
Awards outstanding (in shares) | 176,000 | ||
Carrying value of share units outstanding | $ 8 |
Equity (Details 5)
Equity (Details 5) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Increase (Decrease) in Stockholders' Equity | |||
Balance at the beginning of the period | $ (782) | $ (583) | $ (475) |
Losses on cash-flow hedges, net of income tax effect of $19, $12 and $29, respectively | (42) | (29) | (64) |
Amount of losses on cash-flow hedges reclassified to earnings, net of income tax effect of $14, $23 and $19, respectively | 32 | 50 | 41 |
Actuarial gains (losses) on pension and other postretirement obligations, settlements and plan amendments, net of income tax effect of $5, $5, and $32, respectively | 13 | (12) | 63 |
Losses related to pension and other postretirement obligations reclassified to earnings, net of income tax effect of $-, $1 and $3, respectively | 1 | 4 | 5 |
Unrealized gain on investment, net of income tax effect | 1 | ||
Currency translation adjustment | (324) | (212) | (154) |
Balance at end of the period | (1,102) | (782) | (583) |
Other Comprehensive Income (Loss), Tax [Abstract] | |||
Losses on cash-flow hedges, income tax effect | (19) | (12) | (29) |
Amount of losses on cash flow hedges reclassified to earnings, income tax effect | (14) | (23) | (19) |
Actuarial gains (losses) on pension and other postretirement obligations, settlements and plan amendments, income tax effect | 5 | (5) | 32 |
Losses related to pension and other postretirement obligations reclassified to earnings, income tax effect | (1) | (3) | |
Cumulative Translation Adjustment | |||
Increase (Decrease) in Stockholders' Equity | |||
Balance at the beginning of the period | (701) | (489) | (335) |
Currency translation adjustment | (324) | (212) | (154) |
Balance at end of the period | (1,025) | (701) | (489) |
Deferred Gain/(Loss) on Hedging Activities | |||
Increase (Decrease) in Stockholders' Equity | |||
Balance at the beginning of the period | (19) | (40) | (17) |
Losses on cash-flow hedges, net of income tax effect of $19, $12 and $29, respectively | (42) | (29) | (64) |
Amount of losses on cash-flow hedges reclassified to earnings, net of income tax effect of $14, $23 and $19, respectively | 32 | 50 | 41 |
Balance at end of the period | (29) | (19) | (40) |
Other Comprehensive Income (Loss), Tax [Abstract] | |||
Losses on cash-flow hedges, income tax effect | (19) | (12) | (29) |
Amount of losses on cash flow hedges reclassified to earnings, income tax effect | (14) | (23) | (19) |
Pension/Postretirement Adjustment | |||
Increase (Decrease) in Stockholders' Equity | |||
Balance at the beginning of the period | (61) | (53) | (121) |
Actuarial gains (losses) on pension and other postretirement obligations, settlements and plan amendments, net of income tax effect of $5, $5, and $32, respectively | 13 | (12) | 63 |
Losses related to pension and other postretirement obligations reclassified to earnings, net of income tax effect of $-, $1 and $3, respectively | 1 | 4 | 5 |
Balance at end of the period | (47) | (61) | (53) |
Other Comprehensive Income (Loss), Tax [Abstract] | |||
Actuarial gains (losses) on pension and other postretirement obligations, settlements and plan amendments, income tax effect | 5 | (5) | 32 |
Losses related to pension and other postretirement obligations reclassified to earnings, income tax effect | (1) | (3) | |
Unrealized Gain (Loss) On Investment | |||
Increase (Decrease) in Stockholders' Equity | |||
Balance at the beginning of the period | (1) | (1) | (2) |
Unrealized gain on investment, net of income tax effect | 1 | ||
Balance at end of the period | $ (1) | $ (1) | $ (1) |
Equity (Details 6)
Equity (Details 6) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Amount Reclassified from Accumulated Other Comprehensive Income | |||
Cost of sales | $ (4,379) | $ (4,553) | $ (5,197) |
Financing costs, net | (61) | (61) | (66) |
Before tax reclassifications | (47) | (78) | (68) |
Income tax benefit | 14 | 24 | 22 |
Total after-tax reclassifications | (33) | (54) | (46) |
Deferred Gain/(Loss) on Hedging Activities | Reclassification out of Accumulated Other Comprehensive Income | Commodity and Foreign Currency Contracts | |||
Amount Reclassified from Accumulated Other Comprehensive Income | |||
Cost of sales | (43) | (70) | (57) |
Deferred Gain/(Loss) on Hedging Activities | Reclassification out of Accumulated Other Comprehensive Income | Interest Rate Contracts | |||
Amount Reclassified from Accumulated Other Comprehensive Income | |||
Financing costs, net | (3) | (3) | (3) |
Pension/Postretirement Adjustment | |||
Amount Reclassified from Accumulated Other Comprehensive Income | |||
Before tax reclassifications | $ (1) | $ (5) | $ (8) |
Equity (Details 7)
Equity (Details 7) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Basic EPS: | |||||||||||
Net income attributable to Ingredion | $ 402.2 | $ 354.9 | $ 395.7 | ||||||||
Weighted average number of shares outstanding, basic | 71.6 | 73.6 | 77 | ||||||||
Basic earnings per common share of Ingredion (in dollars per share) | $ 1.45 | $ 1.51 | $ 1.49 | $ 1.17 | $ 0.85 | $ 1.62 | $ 1.37 | $ 0.97 | $ 5.62 | $ 4.82 | $ 5.14 |
Effect of Dilutive Securities: | |||||||||||
Incremental shares from assumed exercise of dilutive stock options and vesting of dilutive RSUs, RSAs and other awards | 1.4 | 1.3 | 1.3 | ||||||||
Diluted EPS: | |||||||||||
Net income attributable to Ingredion | $ 402.2 | $ 354.9 | $ 395.7 | ||||||||
Weighted average number of shares outstanding, diluted | 73 | 74.9 | 78.3 | ||||||||
Diluted earnings per common share of Ingredion (in dollars per share) | $ 1.42 | $ 1.48 | $ 1.47 | $ 1.15 | $ 0.83 | $ 1.60 | $ 1.35 | $ 0.96 | $ 5.51 | $ 4.74 | $ 5.05 |
Segment Information (Details)
Segment Information (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2015USD ($)item | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Segment information | |||||||||||
Number of reportable business segments | item | 4 | ||||||||||
Net sales | $ 1,405 | $ 1,437 | $ 1,449 | $ 1,330 | $ 1,368 | $ 1,460 | $ 1,483 | $ 1,357 | $ 5,621 | $ 5,668 | $ 6,328 |
Operating income | 660 | 581 | 613 | ||||||||
Impairment / restructuring charges | (28) | (33) | |||||||||
Acquisition / integration costs | (10) | (2) | |||||||||
Charge for fair value mark-up of acquired inventory | (10) | ||||||||||
Litigation settlement | (7) | ||||||||||
Gain from sale of Canadian plant | 10 | ||||||||||
Total assets | 5,074 | 5,085 | 5,074 | 5,085 | 5,353 | ||||||
Depreciation and amortization | 194 | 195 | 194 | ||||||||
Capital expenditures | 280 | 276 | 298 | ||||||||
Gain from sale of idled plant | 3 | ||||||||||
Income taxes expense (benefit) | 187 | 157 | 144 | ||||||||
Impairment of goodwill | 0 | 33 | |||||||||
Long-lived assets | 2,106 | 2,169 | 2,106 | 2,169 | 2,278 | ||||||
Kenya | |||||||||||
Segment information | |||||||||||
Gain from sale of idled plant | 3 | ||||||||||
Southern Cone of South America | |||||||||||
Segment information | |||||||||||
Impairment of goodwill | 32.8 | 33 | |||||||||
United States | |||||||||||
Segment information | |||||||||||
Net sales | 1,983 | 1,681 | 1,970 | ||||||||
Long-lived assets | 920 | 803 | 920 | 803 | 815 | ||||||
Mexico | |||||||||||
Segment information | |||||||||||
Net sales | 945 | 955 | 1,130 | ||||||||
Long-lived assets | 292 | 296 | 292 | 296 | 296 | ||||||
Brazil | |||||||||||
Segment information | |||||||||||
Net sales | 452 | 591 | 670 | ||||||||
Impairment / restructuring charges | (12) | ||||||||||
Long-lived assets | 196 | 294 | 196 | 294 | 321 | ||||||
Canada | |||||||||||
Segment information | |||||||||||
Net sales | 417 | 457 | 547 | ||||||||
Impairment / restructuring charges | (4) | ||||||||||
Long-lived assets | 126 | 154 | 126 | 154 | 181 | ||||||
Korea | |||||||||||
Segment information | |||||||||||
Net sales | 276 | 295 | 301 | ||||||||
Long-lived assets | 83 | 88 | 83 | 88 | 91 | ||||||
Argentina | |||||||||||
Segment information | |||||||||||
Net sales | 252 | 262 | 305 | ||||||||
Long-lived assets | 64 | 82 | 64 | 82 | 92 | ||||||
Others | |||||||||||
Segment information | |||||||||||
Net sales | 1,296 | 1,427 | 1,405 | ||||||||
Long-lived assets | 200 | 214 | 200 | 214 | 219 | ||||||
Germany | |||||||||||
Segment information | |||||||||||
Long-lived assets | 114 | 133 | 114 | 133 | 151 | ||||||
Thailand | |||||||||||
Segment information | |||||||||||
Long-lived assets | 111 | 105 | 111 | 105 | 112 | ||||||
North America | |||||||||||
Segment information | |||||||||||
Net sales | 3,345 | 3,093 | 3,647 | ||||||||
Total assets | 3,163 | 2,901 | 3,163 | 2,901 | 3,001 | ||||||
Depreciation and amortization | 123 | 111 | 112 | ||||||||
Capital expenditures | 158 | 130 | 141 | ||||||||
South America | |||||||||||
Segment information | |||||||||||
Net sales | 1,013 | 1,203 | 1,334 | ||||||||
Total assets | 714 | 923 | 714 | 923 | 1,088 | ||||||
Depreciation and amortization | 30 | 38 | 41 | ||||||||
Capital expenditures | 61 | 90 | 76 | ||||||||
Impairment of goodwill | 33 | ||||||||||
Asia Pacific | |||||||||||
Segment information | |||||||||||
Net sales | 733 | 794 | 805 | ||||||||
Total assets | 716 | 711 | 716 | 711 | 711 | ||||||
Depreciation and amortization | 23 | 26 | 25 | ||||||||
Capital expenditures | 36 | 30 | 28 | ||||||||
EMEA | |||||||||||
Segment information | |||||||||||
Net sales | 530 | 578 | 542 | ||||||||
Total assets | $ 481 | $ 550 | 481 | 550 | 553 | ||||||
Depreciation and amortization | 18 | 20 | 16 | ||||||||
Capital expenditures | 25 | 26 | 53 | ||||||||
Operating Segments | |||||||||||
Segment information | |||||||||||
Operating income | 705 | 616 | 613 | ||||||||
Operating Segments | North America | |||||||||||
Segment information | |||||||||||
Operating income | 479 | 375 | 401 | ||||||||
Operating Segments | South America | |||||||||||
Segment information | |||||||||||
Operating income | 101 | 108 | 116 | ||||||||
Operating Segments | Asia Pacific | |||||||||||
Segment information | |||||||||||
Operating income | 107 | 103 | 97 | ||||||||
Operating Segments | EMEA | |||||||||||
Segment information | |||||||||||
Operating income | 93 | 95 | 74 | ||||||||
Corporate, Non-Segment | |||||||||||
Segment information | |||||||||||
Operating income | (75) | (65) | $ (75) | ||||||||
Income (expense) relating to tax indemnification agreement | (4) | 7 | |||||||||
Income taxes expense (benefit) | (4) | $ 7 | |||||||||
Penford | |||||||||||
Segment information | |||||||||||
Restructuring charge | $ 12 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Nov. 20, 2015USD ($) | Apr. 22, 2011item | Dec. 31, 2015USD ($) |
Commitments and Contingencies | |||
Lawsuit settlement amount | $ 7 | ||
Violation of Lanham Act and Unfair Competition Law of California | |||
Commitments and Contingencies | |||
Number of other sugar companies who have filed a complaint in the U.S. District Court | item | 2 | ||
Lawsuit settlement amount | $ 7 | ||
Brazil | |||
Commitments and Contingencies | |||
Reserve maintained for labor claims | $ 3 |
Quarterly Financial Data (Una73
Quarterly Financial Data (Unaudited) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Data (Unaudited) | |||||||||||
Net sales before shipping and handling costs | $ 1,489,000,000 | $ 1,524,000,000 | $ 1,536,000,000 | $ 1,410,000,000 | $ 1,450,000,000 | $ 1,545,000,000 | $ 1,568,000,000 | $ 1,435,000,000 | $ 5,958,000,000 | $ 5,998,000,000 | $ 6,653,000,000 |
Less: shipping and handling costs | 84,000,000 | 87,000,000 | 87,000,000 | 80,000,000 | 82,000,000 | 85,000,000 | 85,000,000 | 78,000,000 | 337,000,000 | 330,000,000 | 325,000,000 |
Net sales | 1,405,000,000 | 1,437,000,000 | 1,449,000,000 | 1,330,000,000 | 1,368,000,000 | 1,460,000,000 | 1,483,000,000 | 1,357,000,000 | 5,621,000,000 | 5,668,000,000 | 6,328,000,000 |
Gross profit | 313,000,000 | 330,000,000 | 319,000,000 | 281,000,000 | 272,000,000 | 298,000,000 | 296,000,000 | 250,000,000 | 1,242,000,000 | 1,115,000,000 | 1,131,000,000 |
Net income attributable to Ingredion | $ 104,000,000 | $ 108,000,000 | $ 107,000,000 | $ 84,000,000 | $ 61,000,000 | $ 119,000,000 | $ 103,000,000 | $ 73,000,000 | $ 402,000,000 | $ 355,000,000 | $ 396,000,000 |
Basic earnings per common share of Ingredion (in dollars per share) | $ 1.45 | $ 1.51 | $ 1.49 | $ 1.17 | $ 0.85 | $ 1.62 | $ 1.37 | $ 0.97 | $ 5.62 | $ 4.82 | $ 5.14 |
Diluted earnings per common share of Ingredion (in dollars per share) | $ 1.42 | $ 1.48 | $ 1.47 | $ 1.15 | $ 0.83 | $ 1.60 | $ 1.35 | $ 0.96 | $ 5.51 | $ 4.74 | $ 5.05 |
Litigation settlement cost | $ 6,800,000 | ||||||||||
Cost of litigation settlement, after tax | $ 4,300,000 | ||||||||||
Litigation settlement, (in dollars per share) | $ 0.06 | ||||||||||
Impairment of goodwill | $ 0 | $ 33,000,000 | |||||||||
Acquisition and integration costs | $ 10,000,000 | 2,000,000 | |||||||||
Canada, the US and Brazil | |||||||||||
Quarterly Financial Data (Unaudited) | |||||||||||
Restructuring charge | 3,800,000 | ||||||||||
Restructuring charges, after-tax | $ 2,600,000 | ||||||||||
Restructuring charges, per diluted share (in dollars per share) | $ 0.04 | ||||||||||
Southern Cone of South America | |||||||||||
Quarterly Financial Data (Unaudited) | |||||||||||
Impairment of goodwill | $ 32,800,000 | $ 33,000,000 | |||||||||
Write-off of impaired goodwill, per diluted common share | $ 0.44 | ||||||||||
Manufacturing assets in Port Colborne, Ontario, Canada | |||||||||||
Quarterly Financial Data (Unaudited) | |||||||||||
Restructuring charge | 4,000,000 | ||||||||||
Gain on disposal | $ 9,800,000 | ||||||||||
Gain on disposal, after tax | $ 8,900,000 | ||||||||||
Gain on disposal (in dollars per share) | $ 0.12 | ||||||||||
Penford | |||||||||||
Quarterly Financial Data (Unaudited) | |||||||||||
Restructuring charge | 12,000,000 | ||||||||||
Costs related to pending acquisition | $ 2,100,000 | ||||||||||
Costs related to pending acquisition, net of tax | $ 1,700,000 | ||||||||||
Costs related to pending acquisition, per diluted common share | $ 0.02 | ||||||||||
Kerr | |||||||||||
Quarterly Financial Data (Unaudited) | |||||||||||
Cost of acquired inventory sold that was adjusted to fair value | $ 1,800,000 | ||||||||||
After tax cost of acquired inventory sold that is adjusted to fair value | $ 1,100,000 | ||||||||||
Fair value of acquired inventory (in dollars per share) | $ 0.02 | ||||||||||
Penford and Kerr | |||||||||||
Quarterly Financial Data (Unaudited) | |||||||||||
Acquisition and integration costs | $ 700,000 | $ 10,000,000 | |||||||||
Acquisition and integration costs, net of tax | 600,000 | ||||||||||
Acquisition and integration costs per diluted common share | $ 0.01 |