# Ingredion Inc: Form 10-Q for the period ended Sep 30, 2023

- Company: [Ingredion Inc](/companies/ingr.md) (CIK 1046257)
- Form: 10-Q
- Filed: 2023-11-07
- Accepted by EDGAR: Nov 7, 2023, 14:39 ET
- Period: 2023-09-30
- Accession: 0001046257-23-000070
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1046257/000104625723000070/ingr-20230930.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1046257/000104625723000070/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2023-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2023-07-01 to 2023-09-30 | $2.03bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 9 months, 2023-01-01 to 2023-09-30 | $6.24bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2023-07-01 to 2023-09-30 | $1.61bn | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 9 months, 2023-01-01 to 2023-09-30 | $4.89bn | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2023-07-01 to 2023-09-30 | $421.0m | us-gaap:GrossProfit |
| Gross profit | 9 months, 2023-01-01 to 2023-09-30 | $1.35bn | us-gaap:GrossProfit |
| Operating income | 3 months, 2023-07-01 to 2023-09-30 | $213.0m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2023-01-01 to 2023-09-30 | $755.0m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2023-07-01 to 2023-09-30 | $25.0m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2023-01-01 to 2023-09-30 | $145.0m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2023-07-01 to 2023-09-30 | $158.0m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2023-01-01 to 2023-09-30 | $512.0m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2023-07-01 to 2023-09-30 | $2.36 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2023-01-01 to 2023-09-30 | $7.63 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2023-07-01 to 2023-09-30 | $2.39 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2023-01-01 to 2023-09-30 | $7.75 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2023-07-01 to 2023-09-30 | 67,000,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2023-01-01 to 2023-09-30 | 67,100,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2023-01-01 to 2023-09-30 | $647.0m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2023-01-01 to 2023-09-30 | $233.0m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 9 months, 2023-01-01 to 2023-09-30 | $143.0m | us-gaap:PaymentsOfDividends |
| Cash and equivalents | at 2023-09-30 | $335.0m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2023-09-30 | $3.29bn | us-gaap:AssetsCurrent |
| Total assets | at 2023-09-30 | $7.55bn | us-gaap:Assets |
| Current liabilities | at 2023-09-30 | $1.67bn | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2023-09-30 | $4.08bn | us-gaap:Liabilities |
| Long-term debt | at 2023-09-30 | $1.94bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2023-09-30 | $466.0m | us-gaap:DebtCurrent |
| Shareholders' equity | at 2023-09-30 | $3.36bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 29,804 characters.

### Overview

Ingredion is a leading global ingredients solutions provider that transforms corn, tapioca, potatoes, stevia, grains, fruits, gums and vegetables into value-added ingredients and biomaterials for the food, beverage, brewing and other industries. Our Purpose is to bring the potential of people, nature and technology together to make life better. As of September 30, 2023, we had 47 manufacturing facilities located in North America, South America, Asia-Pacific and Europe, the Middle East and Africa (“EMEA”), and we manage and operate our businesses at a regional level. We believe this approach provides us with a unique understanding of the cultures and product requirements in each of the geographic markets in which we operate, bringing added value to our customers.

During the quarter ended September 30, 2023, we achieved growth in net sales, operating income, net income and diluted earnings per share when compared to the same quarter last year. The increase in our net sales was driven by price and customer mix and impacts of foreign exchange rates, partially offset by lower volumes. Cost of sales decreased primarily due to lower volumes, the effect of which was partially offset by higher input costs. These factors led to higher gross margins and higher operating income compared to the third quarter of 2022.

Our net sales of $2,033 million for the third quarter of 2023 grew by 1 percent compared to our net sales of $2,023 million for the third quarter of 2022. Our operating income of $213 million for the third quarter of 2023 increased by 17 percent from our operating income of $182 million for the third quarter of 2022. Net income attributable to Ingredion for the third quarter of 2023 was $158 million, which represented an increase of 49 percent from $106 million, for the third quarter of 2022. The increases in net sales and operating income were primarily due to favorable price and customer mix, and lower costs for raw materials that more than offset lower sales volumes. The increase in net income was driven by these factors in addition to a more favorable effective tax rate primarily due to the recently issued IRS Notice 2023-55, which increased our ability to claim certain foreign tax credits against U.S. taxes, and more favorable country earnings mix.

### Results of Operations

We have significant operations in four reporting segments: North America, South America, Asia-Pacific and EMEA. Fluctuations in foreign currency exchange rates affect the U.S. dollar amounts of our foreign subsidiaries’ net sales and expenses. For most of our foreign subsidiaries, the local foreign currency is the functional currency. Accordingly, net sales and expenses denominated in the functional currencies of these subsidiaries are translated into U.S. dollars at the applicable average exchange rates for the period.

We acquired a controlling majority of Mannitab on December 1, 2022 and fully acquired Amishi on August 1, 2022. For more information about these acquisitions, see Note 3 to the Condensed Consolidated Financial Statements included in this report. The results of the acquired businesses are included in our consolidated financial results beginning on the respective acquisition dates, which affects the comparability of results between years. In addition, our share of results in joint ventures is classified in our Condensed Consolidated Statements of Income within Other operating (income) expense and comparability between years and between financial statement line items is affected by the timing of and consideration provided to the investments. While we identify the impacts of acquisitions and investments on our results, our discussion below also addresses results of operations excluding those impacts, where appropriate, to provide a more comparable and meaningful analysis.

### For the Three Months Ended September 30, 2023

### With Comparatives for the Three Months Ended September 30, 2022

**Net sales**. Net sales increased 1 percent to $2,033 million for the three months ended September 30, 2023 compared to $2,023 million for the three months ended September 30, 2022. The increase in net sales was driven by favorable price and customer mix, as well as favorable foreign exchange rates, which was partially offset by lower volumes.

**Cost of sales**. Cost of sales decreased 2 percent to $1,612 million during the three months ended September 30, 2023 compared to cost of sales of $1,649 million during the three months ended September 30, 2022. The decrease in cost of sales was due primarily to lower volumes partially offset by higher input costs. Our gross profit margin of 21 percent during the three months ended September 30, 2023 increased from 18 percent for the three months ended September 30, 2022.

**Operating expenses**. Operating expenses increased 13 percent to $203 million during the three months ended September 30, 2023 compared to $180 million during the three months ended September 30, 2022. The increase in operating expenses was primarily attributable to increased compensation cost. Operating expenses as a percentage of net sales were approximately 10 percent and 9 percent for the three months ended September 30, 2023 and the three months ended September 30, 2022, respectively.

**Other operating (income) expense**. Other operating (income) was $(5) million during the three months ended September 30, 2023 compared to other operating expense of $10 million during the three months ended September 30, 2022. The change was primarily attributable to insurance recoveries during the three months ended September 30, 2023 compared to charges related to a U.S.-based work stoppage during the three months ended September 30, 2022.

**Restructuring and impairment charges.** Restructuring and impairment charges were $10 million during the three months ended September 30, 2023 compared to $2 million for the three months ended September 30, 2022. During the third quarter of 2023, we recorded a $10 million other-than-temporary-impairment on our equity method investments.

**Financing costs**. Financing costs increased 8 percent to $26 million during the three months ended September 30, 2023 compared to $24 million during the three months ended September 30, 2022. The increase was primarily due to higher interest rates, which was partially offset by lower average outstanding debt balances during the three months ended September 30, 2023 compared to the three months ended September 30, 2022.

**Provision for income taxes**. Our effective income tax rates for the three months ended September 30, 2023 and three months ended September 30, 2022 were 13.5 percent and 32.3 percent, respectively. The decrease in the effective tax rate was primarily driven by the recently issued IRS Notice 2023-55, which increased our ability to claim certain foreign tax credits against U.S. taxes, a favorable country earnings mix primarily due to Brazil tax law developments, and a related increase in our foreign-derived intangible income deduction.

**Net income attributable to Ingredion**. Net income attributable to Ingredion for the three months ended September 30, 2023 increased to $158 million from $106 million for the three months ended September 30, 2022. The increase in net income was due primarily to price and customer mix and a more favorable effective tax rate, which was partially offset by lower volumes and higher operating expenses.

### Segment Results

#### North America

**Net sales**. North America’s net sales increased 3 percent to $1,300 million during the three months ended September 30, 2023 from $1,262 million during the three months ended September 30, 2022. The increase was primarily driven by an improvement of 12 percent in price and customer mix, which was partially offset by a decrease of 9 percent in volume.

**Operating income**. North America’s operating income increased 36 percent to $171 million during the three months ended September 30, 2023 from $126 million during the three months ended September 30, 2022. The increase was driven by favorable price mix, partially offset by higher input costs and lower volume.

#### South America

**Net sales**. South America’s net sales decreased 8 percent to $269 million in the three months ended September 30, 2023 from $293 million in the three months ended September 30, 2022. The decrease was driven by an unfavorable price and customer mix of 10 percent and a reduction in volume of 5 percent, which was partially offset by favorable foreign exchange impacts of 7 percent.

**Operating income**. South America’s operating income decreased 33 percent to $32 million in the three months ended September 30, 2023 from $48 million in the three months ended September 30, 2022. The decrease was driven primarily by lower volume and higher energy costs.

#### Asia-Pacific

**Net sales**. Asia-Pacific’s net sales decreased 2 percent to $272 million in the three months ended September 30, 2023 from $278 million in the three months ended September 30, 2022. The decrease was driven by unfavorable volumes of 4 percent, which were partially offset by favorable price and customer mix of 2 percent.

**Operating income**. Asia-Pacific’s operating income increased 22 percent to $33 million during the three months ended September 30, 2023 from $27 million during the three months ended September 30, 2022. The increase was primarily driven by favorable price and customer mix, partially offset by higher input costs and lower volumes.

#### EMEA

**Net sales**. EMEA’s net sales increased by 1 percent to $192 million in the three months ended September 30, 2023 from $190 million in the three months ended September 30, 2022. The increase was driven by favorable price and customer mix of 18 percent, which was partially offset by unfavorable volumes of 13 percent and unfavorable foreign exchange impacts of 4 percent.

**Operating income**. EMEA’s operating income increased 7 percent to $32 million in the three months ended September 30, 2023 compared to $30 million in the three months ended September 30, 2022. The increase was primarily driven by favorable price and customer mix, partially offset by lower volumes, higher raw material costs and foreign exchange impacts.

### For the Nine Months Ended September 30, 2023

### With Comparatives for the Nine Months Ended September 30, 2022

**Net sales**. Net sales increased 5 percent to $6,239 million for the nine months ended September 30, 2023 compared to $5,959 million for the nine months ended September 30, 2022. The increase in net sales was driven by price and customer mix, which was partially offset by lower volumes and unfavorable foreign currency impacts.

**Cost of sales**. Cost of sales increased 2 percent to $4,890 million during the nine months ended September 30, 2023 compared to cost of sales of $4,816 million during the nine months ended September 30, 2022. The increase in cost of sales primarily reflected higher net corn and other input costs which were partially offset by a decrease in volumes. Our gross profit margin of 22 percent during the nine months ended September 30, 2023 increased from 19 percent for the nine months ended September 30, 2022.

**Operating expenses**. Operating expenses increased 9 percent to $578 million during the nine months ended September 30, 2023 compared to $528 million during the nine months ended September 30, 2022. The increase in operating expenses was primarily attributable to higher compensation costs. Operating expenses as a percentage of net sales were approximately 9 percent during the nine months ended September 30, 2023 and the nine months ended September 30, 2022.

**Other operating (income) expense**. Other operating expense was $6 million during the nine months ended September 30, 2023 compared to $4 million during the nine months ended September 30, 2022.

**Restructuring and impairment charges.** Restructuring and impairment charges were $10 million during the nine months ended September 30, 2023 compared to $6 million for the nine months ended September 30, 2022. During the third quarter of 2023, we recorded a $10 million other-than-temporary-impairment on our equity method investments.

**Financing costs**. Financing costs increased 35 percent to $88 million in the nine months ended September 30, 2023 compared to $65 million in the nine months ended September 30, 2022. The increase was primarily due to higher interest rates and higher average outstanding debt balances during the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022.

**Provision for income taxes**. Our effective income tax rate for the nine months ended September 30, 2023 decreased to 21.9 percent from 28.9 percent for the nine months ended September 30, 2022. The decrease in the effective tax rate was primarily driven by the value of the Mexican Peso against the U.S. Dollar, the recently issued IRS Notice 2023-55, which increased our ability to claim certain foreign tax credits against U.S. taxes, a favorable country earning mix primarily due to Brazil tax law developments, and a related increase in the Company’s foreign-derived intangible income deduction.

**Net income attributable to Ingredion**. Net income attributable to Ingredion for the nine months ended September 30, 2023 increased to $512 million from $378 million for the nine months ended September 30, 2022. The increase in net income was due primarily to price and customer mix and a more favorable effective tax rate, which was partially offset by higher corn and other input costs and lower volumes.

### Segment Results

#### North America

**Net sales**. North America’s net sales increased 7 percent to $3,998 million during the nine months ended September 30, 2023 from $3,720 million during the nine months ended September 30, 2022. The increase was primarily driven by an improvement in price and customer mix of 17 percent, which was partially offset by a decrease in volume of 9 percent and unfavorable foreign exchange impacts of 1 percent.

**Operating income**. North America’s operating income increased 30 percent to $575 million during the nine months ended September 30, 2023 from $443 million during the nine months ended September 30, 2022. The increase was driven by favorable price mix, partially offset by higher input costs and lower volume.

#### South America

**Net sales**. South America’s net sales decreased 5 percent to $795 million in the nine months ended September 30, 2023 from $835 million in the nine months ended September 30, 2022. The decrease reflected a decline in volume of 8 percent, the effect of which was partially offset by an improvement in price and customer mix of 3 percent.

**Operating income**. South America’s operating income decreased 23 percent to $96 million in the nine months ended September 30, 2023 from $125 million in the nine months ended September 30, 2022. The decrease was driven primarily by lower volume and higher energy costs.

#### Asia-Pacific

**Net sales**. Asia-Pacific’s net sales decreased 1 percent to $816 million in the nine months ended September 30, 2023 from $825 million in the nine months ended September 30, 2022. The decrease was driven by unfavorable volumes of 8 percent and unfavorable foreign exchange impacts of 2 percent. These impacts were partially offset by a favorable price and customer mix of 9 percent.

**Operating income**. Asia-Pacific’s operating income increased 26 percent to $88 million in the nine months ended September 30, 2023 from $70 million in the nine months ended September 30, 2022. The increase was primarily driven by favorable price and customer mix, partially offset by higher input costs and lower volumes.

#### EMEA

**Net sales**. EMEA’s net sales increased 9 percent to $630 million in the nine months ended September 30, 2023 from $579 million in the nine months ended September 30, 2022. The increase was driven by favorable price and customer mix of 29 percent, which was partially offset by unfavorable foreign exchange impacts of 10 percent and unfavorable volumes of 10 percent.

**Operating income**. EMEA’s operating income increased 46 percent to $131 million in the nine months ended September 30, 2023 compared to $90 million in the nine months ended September 30, 2022. The increase was primarily driven by favorable price and customer mix that was partially offset by lower volumes, higher raw material costs and foreign exchange impacts.

### Liquidity and Capital Resources

As of September 30, 2023, we had total available liquidity of approximately $1,631 million. Domestic liquidity of $672 million consisted of $5 million in cash and cash equivalents and $667 million available through a $1 billion commercial paper program that had $333 million of outstanding borrowings. The commercial paper program is backed by $1 billion of borrowing availability under a five-year revolving credit agreement.

As of September 30, 2023, we had international liquidity of approximately $959 million, consisting of $330 million of cash and cash equivalents and $6 million of short-term investments held by our operations outside the U.S., as well as $623 million of unused operating lines of credit in foreign countries where we operate. As the parent company, we guarantee certain obligations of our consolidated subsidiaries. These guarantees totaled $85 million as of September 30, 2023. We believe that those consolidated subsidiaries will be able to meet their financial obligations as they become due.

As of September 30, 2023, we had total debt outstanding of approximately $2.4 billion, or approximately $1.9 billion excluding the outstanding commercial paper and other short-term borrowings. Of our outstanding debt, $1.7 billion consists of senior notes that do not require principal repayment until 2026 through 2050. We also have a two-year, senior, unsecured $200 million term loan that matures in December 2024. The weighted average interest rate on our total indebtedness was approximately 4.4 percent for the nine months ended September 30, 2023 and approximately 3.3 percent for the nine months ended September 30, 2022.

The principal source of our liquidity is our internally generated cash flow, which we supplement as necessary with our ability to borrow under our credit facilities and commercial paper program and to raise funds in the capital markets. We currently expect that our available cash balances, future cash flow from operations, access to debt markets and borrowing capacity under our revolving credit facility and commercial paper program will provide us with sufficient liquidity to fund our anticipated capital expenditures, dividends and other operating, investing and financing activities for at least the next twelve months and for the foreseeable future thereafter. Our future cash flow needs will depend on many factors, including our rate of revenue growth, cost of raw materials, changing working capital requirements, the timing and extent of our expansion into new markets, the timing of introductions of new products, potential acquisitions of complementary businesses and technologies, continuing market acceptance of our new products and general economic and market conditions. We may need to raise additional capital or incur indebtedness to fund our needs for less predictable strategic initiatives, such as acquisitions.

### Net Cash Flows

Our cash provided by operating activities was $647 million during the nine months ended September 30, 2023 compared to cash provided by operating activities of $80 million during the nine months ended September 30, 2022. The increase was primarily due to changes in working capital and current period net income. Cash provided by changes in working capital increased by $473 million during the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 primarily due to decreases in inventory and trade accounts receivable, the effect of which was partially offset by decreases in accounts payable and accrued liabilities.

We used $233 million of cash for capital expenditures and mechanical stores purchases to update, expand and improve our facilities during the nine months ended September 30, 2023, compared to $203 million that we paid during the nine months ended September 30, 2022 for the same purposes. Capital investment commitments for 2023 are anticipated to be approximately $310 million.

We used $301 million of cash for financing activities during the nine months ended September 30, 2023 and had cash provided by financing activities of $122 million for the nine months ended September 30, 2022. The difference was primarily attributable to a net $57 million reduction of our commercial paper borrowings during the nine months ended September 30, 2023 from $372 million net borrowings of commercial paper during the nine months ended September 30, 2022.

We declare and pay cash dividends to our common stockholders of record on a quarterly basis. Dividends paid, including those to non-controlling interests, was $143 million during the nine months ended September 30, 2023 compared to $133 million during the nine months ended September 30, 2022. The increase in dividend payments was due to an increase in our quarterly dividends rate to $0.71 per share of common stock during the nine months ended September 30, 2023 from $0.65 per share during the nine months ended September 30, 2022. On August 7, 2023, our Board of Directors declared a quarterly cash dividend of $0.78 per share of common stock, which was paid on October 24, 2023, to stockholders of record at the close of business on October 2, 2023.

During the three and nine months ended September 30, 2023, we repurchased 1.0 million outstanding shares of common stock in open market transactions at a net cost of $101 million. During the three and nine months ended

September 30, 2022, we repurchased 0.3 million and 1.3 million shares of common stock in open market transactions at a net cost of $29 million and $112 million, respectively.

We have not provided foreign withholding taxes, state income taxes and federal and state taxes on foreign currency gains/losses on accumulated undistributed earnings of certain foreign subsidiaries because these earnings are considered to be permanently reinvested. It is not practicable to determine the amount of the unrecognized deferred tax liability related to the undistributed earnings. We do not anticipate the need to repatriate funds to the U.S. to satisfy domestic liquidity needs arising in the ordinary course of business, including liquidity needs associated with our domestic debt service requirements.

### Critical Accounting Policies and Estimates

Our critical accounting policies and estimates are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2022. There have been no changes to our critical accounting policies and estimates during the nine months ended September 30, 2023.

### New Accounting Pronouncements

The information called for by this section is incorporated herein by reference to Note 2 to the Condensed Consolidated Financial Statements included in this report.

### Forward-Looking Statements

This Form 10-Q 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. Ingredion intends these forward-looking statements to be covered by the safe harbor provisions for such statements.

Forward-looking statements include, among others, any statements regarding Ingredion’s prospects, future operations, or future financial condition, earnings, net sales, tax rates, capital expenditures, cash flows, expenses or other financial items, including management’s plans or strategies and objectives for any of the foregoing and any assumptions, expectations or beliefs underlying any of 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 therein 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 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 risks and uncertainties, including effects of the conflict between Russia and Ukraine, including the impacts on the availability and prices of raw materials and energy supplies and volatility in foreign exchange and interest rates; changing consumption preferences relating to high fructose corn syrup and other products we make; the effects of global economic conditions and the general political, economic, business, and market conditions that affect customers and consumers in the various geographic regions and countries in which we buy our raw materials or manufacture or sell our products, and the impact these factors may have on our sales volumes, the pricing of our products and our ability to collect our receivables from customers; future purchases of our products by major industries which we serve and from which we derive a significant portion of our sales, including, without limitation, the food, beverage, animal nutrition, and brewing industries; the impact of COVID-19 on our business, the demand for our products and our financial results; the uncertainty of acceptance of products developed through genetic modification and biotechnology; our ability to develop or acquire new products and services at rates or of qualities sufficient to gain market acceptance; increased competitive and/or customer pressure in the corn-refining industry and related industries, including with respect to the markets and prices for our primary products and our co-products, particularly corn oil; price fluctuations, supply chain disruptions, and shortages affecting inputs to our production processes and delivery channels, including raw materials, energy costs and availability and freight and logistics; our ability to contain costs, achieve budgets and realize expected synergies, including with respect to our ability to complete planned maintenance and investment projects on time and on budget as well as with respect to freight and shipping costs; operating difficulties at our manufacturing facilities and liabilities relating to product safety and quality; the effects of climate change and legal, regulatory, and market measures to address climate change; our ability to successfully identify and complete acquisitions or strategic alliances on favorable terms as well as our ability to successfully integrate acquired businesses or implement and maintain strategic alliances and achieve anticipated synergies with respect to all of the foregoing; economic, political and other risks inherent in conducting operations in foreign countries and in foreign currencies; the behavior of financial and capital markets, including with respect to foreign currency fluctuations, fluctuations in interest and exchange rates and market volatility and the associated risks of hedging against such fluctuations; the failure to maintain satisfactory labor relations; our ability to attract, develop, motivate, and maintain good relationships with our workforce; the impact on our business of natural disasters, war, threats or acts of terrorism, the outbreak or continuation of pandemics such as COVID-19, or the occurrence of other significant events beyond our control; the impact of impairment charges on our goodwill or long-lived assets; changes in government policy, law, or regulation and costs of legal compliance, including compliance with environmental regulation; changes in our tax rates or exposure to additional income tax liability; increases in our borrowing costs that could result from increased interest rates; our ability to raise funds at reasonable rates and other factors affecting our access to sufficient funds for future growth and expansion; security breaches with respect to information technology systems, processes, and sites; volatility in the stock market and other factors that could adversely affect our stock price; risks affecting the continuation of our dividend policy; and our ability to maintain effective internal control over financial reporting.

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” and other information included in our Annual Report on Form 10-K for the year ended December 31, 2022 and in our subsequent reports on Form 10-Q and Form 8-K filed with the Securities and Exchange Commission.

## Market risk

As filed, 487 characters.

See the discussion set forth in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk at pages 35 to 36 in our Annual Report on Form 10-K for the year ended December 31, 2022 for a discussion of the manner in which we address risks with respect to interest rates, raw material and energy costs and foreign currencies. There have been no material changes in the information provided with respect to those disclosures during the nine months ended September 30, 2023.

## Controls and procedures

As filed, 1,308 characters.

Our management, including our Chief Executive Officer and our Chief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2023. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of September 30, 2023, our disclosure controls and procedures (a) are effective in providing reasonable assurance that all information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, has been recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (b) are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

There have been no changes in our internal control over financial reporting during the three months ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Filed Nov 7, 2023.
Source: SEC EDGAR, the filing index for accession 0001046257-23-000070. Last ingested by Listed: Nov 3, 2026, 14:45 ET. No prices; not investment advice.