0001104659-18-030049.txt : 20180503 0001104659-18-030049.hdr.sgml : 20180503 20180503071532 ACCESSION NUMBER: 0001104659-18-030049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20180503 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180503 DATE AS OF CHANGE: 20180503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ingredion Inc CENTRAL INDEX KEY: 0001046257 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 223514823 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13397 FILM NUMBER: 18801781 BUSINESS ADDRESS: STREET 1: 5 WESTBROOK CORPORATE CENTER CITY: WESTCHESTER STATE: IL ZIP: 60154 BUSINESS PHONE: 7085512600 MAIL ADDRESS: STREET 1: INGREDION INCORPORATED STREET 2: 5 WESTBROOK CORPORATE CENTER CITY: WESTCHESTER STATE: IL ZIP: 60154 FORMER COMPANY: FORMER CONFORMED NAME: CORN PRODUCTS INTERNATIONAL INC DATE OF NAME CHANGE: 19970917 8-K 1 a18-12591_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): May 3, 2018

 

INGREDION INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

1-13397

 

22-3514823

(State or Other Jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

File Number)

 

Identification No.)

 

5 Westbrook Corporate Center, Westchester, Illinois

 

60154-5749

(Address of Principal Executive Offices)

 

(Zip Code)

 

(708) 551-2600

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Emerging growth company o

 

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

 

 

 



 

Item 2.02                                           Results of Operations and Financial Condition.

 

On May 3, 2018, Ingredion Incorporated (the “Company”) issued a press release announcing the Company’s consolidated financial results for the quarter ended March 31, 2018 (the “Press Release”).  A copy of the Company’s Press Release is being furnished as Exhibit 99 and hereby incorporated by reference.  The Company will conduct a conference call Thursday morning, May 3, 2018 at 8:00 CDT to discuss the first quarter financial results.

 

The information contained in Item 2.02 of this report on Form 8-K, including Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

 

Item 9.01                                           Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibit is being furnished as part of this report:

 

Exhibit Number

 

Description

 

 

 

99

 

Press Release dated May 3, 2018 issued by Ingredion Incorporated.

 

2



 

SIGNATURES

 

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

 

 

INGREDION INCORPORATED

 

 

 

 

 

Date: May 3, 2018

By:

/s/ James D. Gray

 

 

James D. Gray

 

 

Executive Vice President and Chief Financial Officer

 

3


EX-99 2 a18-12591_1ex99.htm EX-99

Exhibit 99

 

 

Ingredion Incorporated

 

5 Westbrook Corporate Center

NEWS RELEASE

Westchester, IL 60154

 

 

CONTACT:

 

Investors: Heather Kos, 708-551-2592

 

Media: Becca Hary, 708-551-2602

 

INGREDION INCORPORATED REPORTS FIRST QUARTER 2018 RESULTS

 

·                  First quarter 2018 reported and adjusted EPS* were $1.90 and $1.94, up from first quarter 2017 reported and adjusted EPS of $1.68 and $1.88, respectively

·                  2018 adjusted EPS now expected to be in the range of $7.90-$8.20

 

WESTCHESTER, Ill., May 3, 2018 — Ingredion Incorporated (NYSE: INGR), a leading global provider of ingredient solutions to diversified industries, today reported results for the first quarter 2018. The results reported in accordance with U.S. generally accepted accounting principles (“GAAP”) for 2018 and 2017 include items which are excluded from the non-GAAP financial measures which we present.

 

“While we’re pleased with how we grew specialties and EPS, North America performance was negatively impacted by a sharp increase in freight costs and fell short of our expectations,” said Ingredion’s president and chief executive officer, Jim Zallie. “As expected, EMEA and South America posted strong operating income growth while Asia-Pacific operating income was lower year-over-year due to extraordinary tapioca cost increases.  We have begun mitigating inflationary pressures through pricing actions, customer contract management and accelerating our network optimization and cost reduction initiatives.”

 

“We expect continued growth in our specialty portfolio aligned with consumer trends and we are making capital investments to support margin expansion. Additionally, we continue to explore potential M&A opportunities to drive specialty growth. We remain committed to our long-term earnings growth algorithm to create additional shareholder value,” added Zallie.

 

Diluted Earnings Per Share (EPS)

 

 

 

1Q17

 

1Q18

 

Reported EPS

 

$

1.68

 

$

1.90

 

Acquisition/Integration Costs

 

$

0.05

 

 

Impairment/Restructuring Costs

 

$

0.15

 

$

0.04

 

Adjusted EPS**

 

$

1.88

 

$

1.94

 

 


**Totals may not foot due to rounding

 

*Adjusted diluted earnings per share (“adjusted EPS”), adjusted operating income and adjusted effective income tax rate are non-GAAP financial measures.  See section II of the Supplemental Financial Information entitled “Non-GAAP Information” following the Condensed Consolidated Financial Statements included in this press release for a reconciliation of these non-GAAP financial measures to the most directly comparable U.S. GAAP measures.

 



 

Estimated factors affecting change in reported and adjusted EPS

 

 

 

1Q18

 

Margin

 

(0.23

)

Volume

 

0.09

 

Foreign exchange

 

0.03

 

Other income

 

 

Total operating items

 

(0.11

)

 

 

 

 

Other non-operating income

 

(0.01

)

Financing costs

 

0.06

 

Shares outstanding

 

 

Tax rate

 

0.11

 

Non-controlling interest

 

0.01

 

Total non-operating items

 

0.17

 

Total items affecting EPS

 

0.06

 

 

Financial Highlights

 

·                  At March 31, 2018, total debt and cash and short-term investments were $1.65 billion and $407 million, versus $1.86 billion and $604 million, respectively, at December 31, 2017. Cash and short-term investments reductions were primarily driven by the pay down of debt.

·                  During the first quarter of 2018, net financing costs were $16 million, or $5 million lower than the year-ago period, primarily driven by foreign-exchange gains and lower outstanding debt.

·                  For the first quarter of 2018, reported and adjusted effective tax rates were 21.4 percent and 21.1 percent, compared to reported and adjusted effective tax rates of 27.0 percent and 25.7 percent, respectively, in the year-ago period. The lower rates were driven predominantly by U.S. tax reform.

·                  First quarter 2018 capital expenditures were $95 million, up $23 million from the year-ago period, driven by increased investments in specialty growth initiatives.

 

Business Review

 

Total Ingredion

 

$ in millions

 

2017 Net sales

 

FX Impact

 

Volume

 

Price/mix

 

2018 Net sales

 

% change

 

First quarter

 

1,453

 

8

 

30

 

-22

 

1,469

 

1

%

 

Net Sales

 

·                  First quarter net sales were up slightly compared to the year-ago period. Core and specialty volume growth as well as changes in foreign currency exchange rates were partially offset by less favorable price/mix

 

2



 

primarily due to higher freight costs in North America and the pass through of lower raw material costs in Brazil.

 

Operating income

 

·                  First quarter reported and adjusted operating income were $197 million and $200 million, respectively.  This was a two percent increase and a five percent decrease, respectively, compared to $193 million of reported operating income and $210 million of adjusted operating income in the first quarter of 2017. The increase in reported operating income was primarily due to lower restructuring, acquisition and integration costs as well as operating income growth in South America and EMEA. These increases were partially offset by higher freight and production costs in North America and higher tapioca costs in Asia-Pacific. For adjusted operating income, the decrease was largely attributable to higher freight and production costs in North America and higher tapioca costs in Asia-Pacific partially offset by operating income growth in South America and EMEA.

 

·                  First quarter reported operating income was lower than adjusted operating income by $3 million.  Restructuring costs related to our finance transformation were $2 million while Brazil leaf extraction was $1 million.

 

North America

 

$ in millions

 

2017 Net sales

 

FX Impact

 

Volume

 

Price/mix

 

2018 Net sales

 

% change

 

First quarter

 

881

 

4

 

 

-11

 

874

 

-1

%

 

Operating income

 

·                  First quarter operating income was $143 million, a decrease of $15 million from a year ago.  The decrease was driven by higher-than-anticipated freight costs, higher production costs caused by inconsistent demand in the Northeast and Canada during the winter, and commodity pricing pressures.

 

South America

 

$ in millions

 

2017 Net sales

 

FX Impact

 

Volume

 

Price/mix

 

2018 Net sales

 

% change

 

First quarter

 

255

 

-16

 

21

 

-11

 

249

 

-2

%

 

Operating income

 

·                  Operating income in the first quarter was $26 million, an increase of $11 million, or 73%, from a year ago. Volume growth, operational efficiencies, and a generally improving macroeconomic environment accounted for the increase.

 

3



 

Asia Pacific

 

$ in millions

 

2017 Net sales

 

FX Impact

 

Volume

 

Price/mix

 

2018 Net sales

 

% change

 

First quarter

 

179

 

14

 

3

 

-2

 

194

 

8

%

 

Operating income

 

·                  First quarter operating income was $23 million down $7 million from a year ago. A lag in the pass through of higher tapioca costs could not be offset by foreign exchange improvement and specialty volume growth.

 

Europe, Middle East, Africa (EMEA)

 

$ in millions

 

2017 Net sales

 

FX Impact

 

Volume

 

Price/mix

 

2018 Net sales

 

% change

 

First quarter

 

138

 

7

 

6

 

1

 

152

 

10

%

 

Operating income

 

·                  First quarter operating income was a record $31 million, up $3 million from a year ago. The increase was driven primarily by specialty volume growth.

 

2018 Guidance

 

2018 adjusted EPS is expected to be in the range of $7.90-$8.20 compared to adjusted EPS of $7.70 in 2017. This expectation excludes acquisition-related, integration, and restructuring costs as well as any potential impairment costs. The full-year guidance assumes, compared to last year: North America operating income down due to higher freight and production costs; Asia Pacific operating income flat to down due to prolonged higher tapioca costs; South America and EMEA operating income up; an adjusted effective tax rate range of approximately 26.5-28.0 percent; and continued higher-value specialty ingredients growth.

 

Excluding one-time cash receipts benefits from tax reform, we expect cash from operations in 2018 to be in the range of $830 million to $880 million. Capital expenditures are anticipated to be between $330 million and $360 million with the increase over 2017 expected to result from additional U.S. based investments.

 

Conference Call and Webcast

 

Ingredion will conduct a conference call today at 9:00 a.m. Eastern Time (8:00 a.m. Central Time) to be hosted by Jim Zallie, president and chief executive officer, and James Gray, executive vice president and chief financial officer.The call will be webcast in real time, and will include a visual presentation accessible through the Ingredion website at www.ingredion.com. The presentation will be available to download a few hours prior

 

4



 

to the start of the call. A replay of the webcast will be available for a limited time thereafter at www.ingredion.com.

 

ABOUT THE COMPANY

 

Ingredion Incorporated (NYSE: INGR), headquartered in the suburbs of Chicago, is a leading global ingredient solutions provider serving customers in more than 120 countries.  With annual net sales of nearly $6 billion, the company turns grains, fruits, vegetables and other plant materials into value-added ingredients and biomaterial solutions for the food, beverage, paper and corrugating, brewing and other industries. With 27 Ingredion Idea Labs® innovation centers around the world and more than 11,000 employees, the Company develops ingredient solutions to meet consumers’ evolving needs by making crackers crunchy, yogurt creamy, candy sweet, paper stronger, and adding fiber to nutrition bars.  For more information, visit ingredion.com.

 

Forward-Looking Statements

 

This news release contains or may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends these forward-looking statements to be covered by the safe harbor provisions for such statements.

 

Forward-looking statements include, among other things, any statements regarding the Company’s prospects or future financial condition, earnings, revenues, tax rates, capital expenditures, expenses or other financial items, any statements concerning the Company’s prospects or future operations, including management’s plans or strategies and objectives therefor and any assumptions, expectations or beliefs underlying the foregoing.

 

These statements can sometimes be identified by the use of forward looking words such as “may,” “will,” “should,” “anticipate,” “assume”, “believe,” “plan,” “project,” “estimate,” “expect,” “intend,” “continue,” “pro forma,” “forecast,” “outlook,” “propels,” “opportunities,” “potential,” “provisional” or other similar expressions or the negative thereof. All statements other than statements of historical facts in this release or referred to in this release are “forward-looking statements.”

 

These statements are based on current circumstances or expectations, but are subject to certain inherent risks and uncertainties, many of which are difficult to predict and are beyond our control. Although we believe our expectations reflected in these forward-looking statements are based on reasonable assumptions, investors are cautioned that no assurance can be given that our expectations will prove correct.

 

Actual results and developments may differ materially from the expectations expressed in or implied by these statements, based on various factors, including the effects of global economic conditions, including, particularly, economic, currency and political conditions in South America and economic conditions in Europe, and their impact on our sales volumes and pricing of our products, our ability to collect our receivables from customers and our ability to raise funds at reasonable rates; fluctuations in worldwide markets for corn and other commodities, and the associated risks of hedging against such fluctuations; fluctuations in the markets and prices for our co-products, particularly corn oil; fluctuations in aggregate industry supply and market demand; the behavior of financial markets, including foreign currency fluctuations and fluctuations in interest and exchange rates; volatility and turmoil in the capital markets; the commercial and consumer credit environment; general political, economic, business, market and weather conditions in the various geographic regions and countries in which we buy our raw materials or manufacture or sell our products; future financial performance of major industries which we serve, including, without limitation, the food, beverage, paper and corrugated, and brewing industries; energy costs and availability, freight and shipping costs, and changes in regulatory controls regarding quotas; tariffs, duties, taxes and income tax rates; particularly recently enacted United States tax reform; operating difficulties; availability of raw materials, including potato starch, tapioca, gum arabic and the specific varieties of corn upon which some of our products are based; our ability to develop or acquire new products and services at rates or of qualities sufficient to meet expectations; energy issues in Pakistan; boiler reliability; our ability to effectively integrate and operate acquired businesses; our ability to achieve budgets and to realize expected synergies; our ability to complete planned maintenance and investment projects successfully and on budget; labor disputes; genetic and biotechnology issues; changing consumption preferences including those relating to high fructose corn syrup; increased competitive and/or customer pressure in the corn-refining industry; and the outbreak or continuation of serious communicable disease or hostilities including acts of terrorism. Our forward-looking statements speak only as of the date on which they are made and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of the statement as a result of new information or future events or developments. If we do update or correct one or more of these statements, investors and others should not conclude that we will make additional updates or corrections. For a further description of these and other risks, see “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2017 and subsequent reports on Forms 10-Q and 8-K.

 

5



 

Ingredion Incorporated (“Ingredion”)

Condensed Consolidated Statements of Income

(Unaudited)

 

 

 

Three Months Ended
March 31,

 

Change

 

(in millions, except per share amounts)

 

2018

 

2017

 

%

 

Net sales before shipping and handling costs (i)

 

$

1,581

 

$

1,552

 

2

%

Less: shipping and handling costs (i)

 

112

 

99

 

 

 

Net sales

 

$

1,469

 

$

1,453

 

1

%

Cost of sales

 

1,115

 

1,102

 

 

 

Gross profit

 

$

354

 

$

351

 

1

%

 

 

 

 

 

 

 

 

Operating expenses

 

156

 

150

 

4

%

Other income, net

 

(2

)

(2

)

 

 

Restructuring charge

 

3

 

10

 

 

 

Operating income

 

$

197

 

$

193

 

2

%

Financing costs, net

 

16

 

21

 

 

 

Other, non-operating income (ii)

 

(1

)

(2

)

 

 

Income before income taxes

 

$

182

 

$

174

 

5

%

Provision for income taxes

 

39

 

47

 

 

 

Net income

 

$

143

 

$

127

 

13

%

Less: Net income attributable to non-controlling interests

 

3

 

3

 

 

 

Net income attributable to Ingredion

 

$

140

 

$

124

 

13

%

 

 

 

 

 

 

 

 

Earnings per common share attributable to Ingredion common shareholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

Basic

 

72.3

 

72.2

 

 

 

Diluted

 

73.6

 

73.7

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share of Ingredion:

 

 

 

 

 

 

 

Basic

 

$

1.94

 

$

1.72

 

13

%

Diluted

 

$

1.90

 

$

1.68

 

13

%

 


Notes

 

(i) Historically, the Company included warehousing costs as a reduction of net sales before shipping and handling costs. In connection with the adoption of ASC 606, the Company determined these warehousing costs which were previously included as a reduction in net sales before shipping and handling are more appropriately classified as fulfillment activities. Therefore, upon adoption of ASC 606, the Company elected to included these costs within shipping and handling costs. The Company has elected to make this adjustment on a retrospective basis. Reported net sales does not change as a result of this reclassification.

 

(ii) As a result of the Company’s adoption of the amendments to ASC 715, the Company was required to retrospectively present service costs separate from the other components of net periodic benefit costs.  The other components of net periodic benefit costs have been reclassified from cost of sales and operating expenses to other, non-operating income.  The result is a $2 million reduction to operating income and a $2 million increase to other, non-operating income for the three months ended March 31, 2017.

 



 

Ingredion Incorporated (“Ingredion”)

Condensed Consolidated Balance Sheets

(Unaudited)

 

(in millions, except share and per share amounts)

 

March 31, 2018

 

December 31, 2017

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

401

 

$

595

 

Short-term investments

 

6

 

9

 

Accounts receivable — net

 

1,012

 

961

 

Inventories

 

844

 

823

 

Prepaid expenses

 

29

 

27

 

Total current assets

 

2,292

 

2,415

 

 

 

 

 

 

 

Property, plant and equipment — net

 

2,236

 

2,217

 

Goodwill

 

807

 

803

 

Other intangible assets — net

 

488

 

493

 

Deferred income tax assets

 

9

 

9

 

Other assets

 

143

 

143

 

Total assets

 

$

5,975

 

$

6,080

 

 

 

 

 

 

 

Liabilities and equity

 

 

 

 

 

Current liabilities

 

 

 

 

 

Short-term borrowings

 

$

140

 

$

120

 

Accounts payable and accrued liabilities

 

769

 

837

 

Total current liabilities

 

$

909

 

957

 

 

 

 

 

 

 

Non-current liabilities

 

253

 

227

 

Long-term debt

 

1,512

 

1,744

 

Deferred income tax liabilities

 

210

 

199

 

Share-based payments subject to redemption

 

27

 

36

 

 

 

 

 

 

 

Equity

 

 

 

 

 

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 shares issued at March 31, 2018 and December 31, 2017

 

1

 

1

 

Additional paid-in capital

 

1,132

 

1,138

 

Less: Treasury stock (common stock; 5,570,474 and 5,815,904 shares at March 31, 2018 and December 31, 2017, respectively) at cost

 

(476

)

(494

)

Accumulated other comprehensive loss

 

(972

)

(1,013

)

Retained earnings

 

3,355

 

3,259

 

Total Ingredion stockholders’ equity

 

3,040

 

2,891

 

Non-controlling interests

 

24

 

26

 

Total equity

 

3,064

 

2,917

 

 

 

 

 

 

 

Total liabilities and equity

 

$

5,975

 

$

6,080

 

 



 

Ingredion Incorporated (“Ingredion”)

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

For the Three Months
Ended March 31,

 

(in millions)

 

2018

 

2017

 

 

 

 

 

 

 

Cash provided by operating activities:

 

 

 

 

 

Net income

 

$

143

 

$

127

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

54

 

51

 

Mechanical stores expense

 

15

 

15

 

Deferred income taxes

 

8

 

(4

)

Charge for fair value mark-up of acquired inventory

 

 

5

 

Decrease in margin accounts

 

16

 

6

 

Increase in other trade working capital

 

(134

)

(76

)

Other

 

48

 

7

 

Cash provided by operating activities

 

150

 

131

 

 

 

 

 

 

 

Cash used for investing activities:

 

 

 

 

 

Capital expenditures and mechanical stores purchases, net of proceeds on disposals

 

(95

)

(72

)

Payments for acquisitions

 

 

(13

)

Short-term investments

 

3

 

(8

)

Other

 

6

 

 

Cash used for investing activities

 

(86

)

(93

)

 

 

 

 

 

 

Cash used for financing activities:

 

 

 

 

 

(Payments on) proceeds from borrowings, net

 

(212

)

53

 

(Repurchase) issuance of common stock, net

 

(3

)

(130

)

Dividends paid, including to non-controlling interests

 

(46

)

(44

)

Cash used for financing activities

 

(261

)

(121

)

 

 

 

 

 

 

Effect of foreign exchange rate changes on cash

 

3

 

6

 

Decrease in cash and cash equivalents

 

(194

)

(77

)

Cash and cash equivalents, beginning of period

 

595

 

512

 

Cash and cash equivalents, end of period

 

$

401

 

$

435

 

 



 

II.  Non-GAAP Information

 

To supplement the consolidated financial results prepared in accordance with Generally Accepted Accounting Principles (“GAAP”), we use non-GAAP historical financial measures, which exclude certain GAAP items such as acquisition and integration costs, impairment and restructuring costs, and certain other special items. We use the term “adjusted” when referring to these non-GAAP amounts.

 

Management uses non-GAAP financial measures internally for strategic decision making, forecasting future results and evaluating current performance. By disclosing non-GAAP financial measures, management intends to provide investors with a more meaningful, consistent comparison of our operating results and trends for the periods presented. These non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP and reflect an additional way of viewing aspects of our operations that, when viewed with our GAAP results, provide a more complete understanding of factors and trends affecting our business. These non-GAAP measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP.

 

Non-GAAP financial measures are not prepared in accordance with GAAP; therefore, the information is not necessarily comparable to other companies. A reconciliation of each non-GAAP historical financial measure to the most comparable GAAP measure is provided in the tables below.

 

Ingredion Incorporated (“Ingredion”)

Reconciliation of GAAP Net Income and Diluted Earnings Per Share (“EPS”) to

Non-GAAP Adjusted Net Income and Adjusted Diluted EPS

(Unaudited)

 

 

 

Three Months Ended

 

Three Months Ended

 

 

 

March 31, 2018

 

March 31, 2017

 

 

 

(in millions)

 

EPS

 

(in millions)

 

EPS

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Ingredion

 

$

140

 

$

1.90

 

$

124

 

$

1.68

 

 

 

 

 

 

 

 

 

 

 

Add back:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition/integration costs, net of income tax benefit of $1 million in 2017 (i)

 

 

 

1

 

0.01

 

 

 

 

 

 

 

 

 

 

 

Restructuring charge, net of $ - income tax benefit in 2018 and income tax expense of $1 million in 2017 (ii)

 

3

 

0.04

 

11

 

0.15

 

 

 

 

 

 

 

 

 

 

 

Charge for fair value mark-up of acquired inventory, net of income tax benefit of $2 million for the year ended March 31, 2017 (iii)

 

 

 

3

 

0.04

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP adjusted net income

 

$

143

 

$

1.94

 

$

139

 

$

1.88

 

 

EPS may not foot or recalculate due to rounding.

 


Notes

 

(i) The 2017 period includes costs related to the acquisition and integration of Penford Corporation, Kerr Concentrates, Inc., TIC Gums Incorporated, Shandong Huanong Specialty Corn Development Co., Ltd, and/or Sun Flour Industry Co, Ltd.

 

(ii) During the first quarter in 2018, the Company recorded $3 million of pre-tax restructuring charges consisting of $2 million of other costs associated with the Company’s North America Finance Transformation initiative and $1 million of other costs related to the abandonment of certain assets related to our leaf extraction process in Brazil.  During the first quarter of 2017, the Company recorded a $11 million pre-tax restructuring charge consisting of employee severance-related costs associated with the Company’s restructuring effort in Argentina, which was offset by a $1 million pre-tax reduction in expected employee severance-related charges associated with the 2016 execution of IT outsourcing contracts.

 

(iii) The 2017 period includes the flow-through of costs associated with the sale of TIC Gums Incorporated inventory that was adjusted to fair value at the acquisition date in accordance with business combination accounting rules.

 



 

II. Non-GAAP Information (continued)

 

Ingredion Incorporated (“Ingredion”)

Reconciliation of GAAP Operating Income to Non-GAAP Adjusted Operating Income

(Unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

(in millions, pre-tax)

 

2018

 

2017

 

 

 

 

 

 

 

Operating income

 

$

197

 

$

193

 

 

 

 

 

 

 

Add back:

 

 

 

 

 

 

 

 

 

 

 

Acquisition/integration costs (i)

 

 

2

 

 

 

 

 

 

 

Restructuring charge (ii)

 

3

 

10

 

 

 

 

 

 

 

Charge for fair value mark-up of acquired inventory (iii)

 

 

5

 

 

 

 

 

 

 

Non-GAAP adjusted operating income

 

$

200

 

$

210

 

 

For notes (i) through (iii) see notes (i) through (iii) included in the Reconciliation of GAAP Net Income and Diluted EPS to Non-GAAP Adjusted Net Income and Adjusted Diluted EPS

 



 

II. Non-GAAP Information (continued)

 

Ingredion Incorporated (“Ingredion”)

Reconciliation of GAAP Effective Income Tax Rate to Non-GAAP Adjusted Effective Income Tax Rate

(Unaudited)

 

 

 

Three Months Ended March 31, 2018

 

 

 

Income before

 

Provision for

 

Effective Income

 

(in millions)

 

Income Taxes (a)

 

Income Taxes (b)

 

Tax Rate (b / a)

 

 

 

 

 

 

 

 

 

As Reported

 

$

182

 

$

39

 

21.4

%

 

 

 

 

 

 

 

 

Add back:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring charge (i)

 

3

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Non-GAAP

 

$

185

 

$

39

 

21.1

%

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 2017

 

 

 

Income before

 

Provision for

 

Effective Income

 

(in millions)

 

Income Taxes (a)

 

Income Taxes (b)

 

Tax Rate (b / a)

 

 

 

 

 

 

 

 

 

As Reported

 

$

174

 

$

47

 

27.0

%

 

 

 

 

 

 

 

 

Add back:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition/integration costs (i)

 

2

 

1

 

 

 

 

 

 

 

 

 

 

 

Restructuring charge (ii)

 

10

 

(1

)

 

 

 

 

 

 

 

 

 

 

Change in fair value mark-up of acquired inventory (iii)

 

5

 

2

 

 

 

 

 

 

 

 

 

 

 

Adjusted Non-GAAP

 

$

191

 

$

49

 

25.7

%

 

Tax rate may not recalculate due to rounding.

 

For notes (i) through (iii) see notes (i) through (iii) included in the Reconciliation of GAAP Net Income and Diluted EPS to Non-GAAP Adjusted Net Income and Adjusted Diluted EPS.

 



 

Ingredion Incorporated (“Ingredion”)

Supplemental Financial Information

(Unaudited)

 

I.  Geographic Information of Net Sales and Operating Income

 

 

 

Three Months Ended
March 31,

 

Change

 

(in millions)

 

2018

 

2017

 

%

 

Net Sales

 

 

 

 

 

 

 

North America

 

$

874

 

$

881

 

(1

)%

South America

 

249

 

255

 

(2

)%

Asia Pacific

 

194

 

179

 

8

%

EMEA

 

152

 

138

 

10

%

Total

 

$

1,469

 

$

1,453

 

1

%

 

 

 

 

 

 

 

 

Operating Income

 

 

 

 

 

 

 

North America

 

$

143

 

$

158

 

(9

)%

South America

 

26

 

15

 

73

%

Asia Pacific

 

23

 

30

 

(23

)%

EMEA

 

31

 

28

 

11

%

Corporate

 

(23

)

(21

)

(10

)%

Sub-total

 

200

 

210

 

(5

)%

Acquisition/integration costs

 

 

(2

)

 

 

Restructuring charge

 

(3

)

(10

)

 

 

Charge for fair value mark-up of acquired inventory

 

 

(5

)

 

 

Total

 

$

197

 

$

193

 

2

%

 



 

II. Non-GAAP Information (continued)

 

Ingredion Incorporated (“Ingredion”)

Reconciliation of 2018 GAAP Diluted Earnings per Share (“EPS”)

to Expected Adjusted Diluted Earnings per Share (“Adjusted EPS”)

(Unaudited)

 

 

 

Expected EPS Range

 

 

 

for Full Year 2018

 

 

 

Low End

 

High End

 

GAAP EPS (a)

 

$

7.86

 

$

8.15

 

 

 

 

 

 

 

Add:

 

 

 

 

 

 

 

 

 

 

 

Restructuring charges (b)

 

0.04

 

0.05

 

 

 

 

 

 

 

Expected Adjusted EPS

 

$

7.90

 

$

8.20

 

 

Above is a reconciliation of our expected full year 2018 diluted EPS to our expected full year 2018 adjusted diluted EPS. The amounts above may not reflect certain future charges, costs and/or gains that are inherently difficult to predict and estimate due to their unknown timing, effect and/or significance.  These amounts include, but are not limited to, acquisition and integration costs, impairment and restructuring costs, and certain other special items.  We generally exclude these items from our adjusted EPS guidance.

 


(a) For the reasons stated above, we are more confident in our ability to predict adjusted EPS than we are in our ability to predict GAAP EPS.

 

(b) Primarily reflects expected 2018 restructuring charges related to the Finance Transformation initiative in North America previously announced during 2017.

 


GRAPHIC 3 g125911mm01i001.jpg GRAPHIC begin 644 g125911mm01i001.jpg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end