# Ingredion Inc: Form 10-Q for the period ended Jun 30, 2025

- Company: [Ingredion Inc](/companies/ingr.md) (CIK 1046257)
- Form: 10-Q
- Filed: 2025-08-11
- Accepted by EDGAR: Aug 11, 2025, 15:38 ET
- Period: 2025-06-30
- Accession: 0001046257-25-000066
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1046257/000104625725000066/ingr-20250630.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1046257/000104625725000066/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-04-01 to 2025-06-30 | $1.83bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2025-01-01 to 2025-06-30 | $3.65bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2025-04-01 to 2025-06-30 | $1.36bn | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 6 months, 2025-01-01 to 2025-06-30 | $2.70bn | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2025-04-01 to 2025-06-30 | $477.0m | us-gaap:GrossProfit |
| Gross profit | 6 months, 2025-01-01 to 2025-06-30 | $943.0m | us-gaap:GrossProfit |
| Operating income | 3 months, 2025-04-01 to 2025-06-30 | $271.0m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2025-01-01 to 2025-06-30 | $547.0m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2025-04-01 to 2025-06-30 | $61.0m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2025-01-01 to 2025-06-30 | $129.0m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-04-01 to 2025-06-30 | $196.0m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2025-01-01 to 2025-06-30 | $393.0m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-04-01 to 2025-06-30 | $2.99 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2025-01-01 to 2025-06-30 | $5.99 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-04-01 to 2025-06-30 | $3.04 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2025-01-01 to 2025-06-30 | $6.09 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-04-01 to 2025-06-30 | 65,600,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2025-01-01 to 2025-06-30 | 65,600,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2025-01-01 to 2025-06-30 | $262.0m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2025-01-01 to 2025-06-30 | $193.0m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 6 months, 2025-01-01 to 2025-06-30 | $106.0m | us-gaap:PaymentsOfDividends |
| Cash and equivalents | at 2025-06-30 | $861.0m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-06-30 | $3.52bn | us-gaap:AssetsCurrent |
| Total assets | at 2025-06-30 | $7.78bn | us-gaap:Assets |
| Current liabilities | at 2025-06-30 | $1.26bn | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-06-30 | $3.50bn | us-gaap:Liabilities |
| Long-term debt | at 2025-06-30 | $1.74bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2025-06-30 | $46.0m | us-gaap:DebtCurrent |
| Shareholders' equity | at 2025-06-30 | $4.20bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 27,479 characters.

*Unless otherwise indicated or the context otherwise requires, as used in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the terms “the Company,” “Ingredion,” “we,” “us,” and “our” and similar terms refer to Ingredion Incorporated and its consolidated subsidiaries. This discussion should be read in conjunction with the unaudited interim Condensed Consolidated Financial Statements and related notes included elsewhere in this report and with the audited Condensed Consolidated Financial Statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. This discussion contains forward-looking statements that are subject to numerous risks and uncertainties. Actual results may differ materially from those contained or implied in any forward-looking statements. See “Forward-Looking Statements” at the end of this discussion.*

### Overview

We are a leading global ingredients solutions provider that transforms grains, fruits, vegetables and other plant-based materials into value-added ingredient solutions for the food, beverage, animal nutrition, brewing and industrial markets. Our innovative ingredient solutions help customers stay on trend with simple ingredients and other in-demand ingredients. We are organized into three reportable segments that consist of Texture & Healthful Solutions (“T&HS”), Food & Industrial Ingredients (“F&II”) - Latin America (“LATAM”), and F&II - U.S./Canada, as well as All Other.

Net income attributable to Ingredion for year-to-date 2025 increased to $393 million from $364 million for year-to-date 2024. Excluding the $82 million pre-tax gain from the sale of our South Korea business in February 2024, the net income increase was primarily due to a 21 percent increase in operating income to $547 million for year-to-date 2025 from $453 million for year-to-date 2024, which was driven by corn and input costs declining faster than the decrease in net sales. Net sales decreased 3 percent to $3,646 million for year-to-date 2025 compared to $3,760 million for year-to-date 2024. Excluding the impact of lost sales volume from the sale of our South Korea business in February 2024, net sales decreased 2 percent from year-to-date 2025 compared to the same year-to-date period of 2024.

We continue to monitor changing tariff requirements and reciprocal actions, as well as indirect effects in the economic environment, which may adversely affect our operations, although these factors have had an immaterial impact on our results for year-to-date 2025. Most of our products are made locally and sold locally. We sell the vast majority of our products to customers in the U.S., Mexico and Canada, where trade is governed by the United States-Mexico-Canada Agreement. Our operations in the U.S. source corn produced in the U.S., and our subsidiaries outside the U.S. utilize both supplies of corn from their local regions, as well as corn imported from other geographic areas. Our tariff response hub continually assesses ongoing tariff actions so that we work effectively with customers to navigate supply chain complexity in a cost effective and less disruptive manner.

On July 4, 2025, the U.S. enacted the One Big Beautiful Bill Act (“OBBBA”), which introduced a broad range of tax reforms. Key provisions of the law that are relevant to our business include the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to international tax rules, and the reinstatement of favorable tax treatment for specific business activities. We are currently evaluating the impact of the OBBBA on our consolidated financial statements.

### Results of Operations

We have significant operations globally. 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.

### Second Quarter of 2025

### With Comparatives to Second Quarter of 2024

**Net sales**. Net sales decreased 2 percent to $1,833 million for the second quarter of 2025 compared to $1,878 million for the second quarter of 2024. The decrease was due primarily to price mix, primarily from lower raw material costs, and lower volume in each of the F&II segments, partially offset by T&HS volume increases.

**Cost of sales**. Cost of sales decreased 5 percent to $1,356 million for the second quarter of 2025 compared to $1,432 million for the second quarter of 2024. The decrease was due primarily to lower raw material and input costs and lower volumes. As a result, gross profit margin increased to 26 percent for the second quarter of 2025 from 24 percent for the second quarter of 2024.

**Operating expenses**. Operating expenses increased 9 percent to $208 million for the second quarter of 2025 compared to $191 million for the second quarter of 2024. Operating expenses as a percentage of net sales were 11 percent for the second quarter of 2025 and 10 percent for the second quarter of 2024. The increase is primarily related to increased employee costs.

**Other operating income.** Other operating income was $5 million for the second quarter of 2025 compared to $8 million for the second quarter of 2024. The change was primarily due to a reduction in our share of operating income from the Argentina joint venture, partly offset by favorable indirect taxes in Brazil.

**Restructuring/impairment charges.** Restructuring/impairment charges were $3 million for the second quarter of 2025 primarily related to decommissioning costs for previously announced facility closures, compared to $23 million for the second quarter of 2024, which were primarily for impairment charges related to certain equity investments.

**Financing costs**. Financing costs increased 20 percent to $12 million for the second quarter of 2025 compared to $10 million for the second quarter of 2024. The increase was primarily due to foreign exchange losses in the second quarter of 2025 compared to foreign exchange gains in the second quarter of 2024, partially offset by lower net interest expense.

**Provision for income taxes**. Our effective income tax rate for the second quarter of 2025 and 2024 was 23.6 percent and 34.8 percent. The decrease in the effective tax rate was primarily driven by the change in value of the Mexican peso against the U.S. dollar and the tax impact from an impairment of an equity method investment during the second quarter of 2024.

**Net income attributable to Ingredion**. Net income attributable to Ingredion for the second quarter of 2025 increased to $196 million from $148 million for the second quarter of 2024.

### Segment Results

#### Texture & Healthful Solutions

**Net sales**. T&HS net sales increased to $599 million for the second quarter of 2025 compared to $588 million for the second quarter of 2024. Net sales increased primarily due to higher volumes and favorable foreign exchange impacts, partially offset by unfavorable price mix.

**Adjusted operating income**. T&HS adjusted operating income increased 29 percent to $111 million for the second quarter of 2025 compared to $86 million for the second quarter of 2024. The increase was primarily due to lower raw material and input costs, as well as higher volumes, partially offset by unfavorable price mix.

#### Food & Industrial Ingredients - LATAM

**Net sales**. F&II - LATAM net sales decreased 5 percent to $596 million for the second quarter of 2025 compared to $630 million for the second quarter of 2024. Net sales decreased primarily due to lower volumes and unfavorable foreign exchange impacts, partially offset by favorable price mix.

**Adjusted operating income**. F&II - LATAM adjusted operating income decreased 2 percent to $127 million for the second quarter of 2025 compared to $130 million for the second quarter of 2024. The quarter results were negatively impacted by the floating exchange rate for the Argentine peso and the corresponding impact on the Argentina joint venture results. Apart from the joint venture results, segment adjusted operating income increased primarily due to favorable raw material costs that were partially offset by lower volumes.

#### Food & Industrial Ingredients - U.S./Canada

**Net sales**. F&II - U.S./Canada net sales decreased 6 percent to $523 million for the second quarter of 2025 from $555 million for the second quarter of 2024. Net sales decreased primarily due to lower volumes.

**Adjusted operating income**. F&II - U.S./Canada adjusted operating income decreased 18 percent to $86 million for the second quarter of 2025 from $105 million for the second quarter of 2024. The decrease resulted primarily from downtime associated with a mechanical fire and reduced industrial demand, though these impacts were partially mitigated by lower raw material costs.

#### All Other

**Net sales**. All Other net sales increased 10 percent to $115 million for the second quarter of 2025 from $105 million for the second quarter of 2024. The increase was primarily due to net sales increases in the plant-based protein business.

**Adjusted operating loss**. All Other adjusted operating loss was $1 million for the second quarter of 2025 compared to $10 million for the second quarter of 2024. The decrease was primarily due to improvements in the plant-based protein business.

### Year-to-Date 2025

### With Comparatives to Year-to-Date 2024

**Net sales**. Net sales decreased 3 percent to $3,646 million for year-to-date 2025 compared to $3,760 million for year-to-date 2024. Excluding the impact of lost sales volume from the sale of our South Korea business in February 2024, net sales decreased 2 percent from 2025 compared to 2024. The decrease was primarily due to reduced price mix from lower raw material costs and unfavorable foreign exchange impacts, as well as lost sales volume from the 2024 sale of our South Korea business.

**Cost of sales**. Cost of sales decreased 7 percent to $2,703 million for year-to-date 2025 compared to $2,897 million for year-to-date 2024. The decrease was primarily due to lower raw material and input costs, which decreased at a faster rate than sales, leading to an increase in gross profit margin to 26 percent for year-to-date 2025 compared to 23 percent for year-to-date 2024.

**Operating expenses**. Operating expenses increased to $401 million for year-to-date 2025 compared to $380 million for year-to-date 2024. Operating expenses as a percentage of net sales were 11 percent for year-to-date 2025 and 10 percent for year-to-date 2024. The increase is primarily related to increased employee costs.

**Other operating (income) expense**. Other operating income was $15 million for year-to-date 2025 compared to Other operating expense of $4 million for year-to-date 2024, primarily due to higher income from our Argentina joint venture and indirect taxes in Brazil.

**Restructuring and impairment charges.** Restructuring and impairment charges were $10 million for year-to-date 2025 primarily related to impairment charges for certain equity investments and decommissioning costs for previously announced plant closures. Restructuring and impairment charges were $26 million for year-to-date 2024 primarily for impairment charges related to certain equity investments and restructuring charges for our resegmentation that was effective January 1, 2024.

**Financing costs**. Financing costs decreased 28 percent to $21 million for year-to-date 2025 compared to $29 million for year-to-date 2024. The decrease was primarily due to lower interest expense from lower average outstanding debt balances during year-to-date 2025 compared to year-to-date 2024, partially offset by the impacts from foreign exchange losses in 2025 and foreign exchange gains in 2024.

**Provision for income taxes**. Our effective income tax rate for year-to-date 2025 decreased to 24.5 percent from 27.3 percent for year-to-date 2024. The decrease in the effective tax rate was primarily driven by the change in value of the Mexican peso against the U.S. dollar and the tax impact from the impairment of an equity method investment during the second quarter of 2024. These impacts were partially offset by the favorable tax treatment on the sale of our South Korea business in 2024.

**Net income attributable to Ingredion**. Net income attributable to Ingredion for year-to-date 2025 increased to $393 million from $364 million for year-to-date 2024. Excluding the impact of the $82 million gain on the sale of our South Korea business in 2024 and lower income taxes and lower financing costs in 2025, the increase was primarily due to the increase in operating income.

### Segment Results

#### Texture & Healthful Solutions

**Net sales**. T&HS net sales increased 1 percent to $1,201 million for year-to-date 2025 from $1,185 million for year-to-date 2024. The increase was primarily due to higher volumes, partially offset by unfavorable price mix.

**Adjusted operating income**. T&HS adjusted operating income increased 31 percent to $210 million for year-to-date 2025 from $160 million for year-to-date 2024. The increase was primarily due to lower raw material and other input costs, partially offset by unfavorable price mix.

#### Food & Industrial Ingredients - LATAM

**Net sales**. F&II - LATAM net sales decreased 6 percent to $1,169 million for year-to-date 2025 from $1,246 million for year-to-date 2024. The decrease was primarily due to unfavorable foreign exchange impacts and lower volumes, partially offset by favorable price mix.

**Adjusted operating income**. F&II - LATAM adjusted operating income increased 10 percent to $254 million for year-to-date 2025 from $231 million for year-to-date 2024. The Argentina joint venture financial results in the first half of 2025 improved from the first half of 2024 primarily as a result of the Argentine peso devaluation that we recorded in the first quarter of 2024. Apart from the joint venture results, the adjusted operating income increase was primarily due to improved price mix, partially offset by lower volumes.

#### Food & Industrial Ingredients - U.S./Canada

**Net sales**. F&II - U.S./Canada net sales decreased 5 percent to $1,043 million for year-to-date 2025 from $1,096 million for year-to-date 2024. The decrease was primarily due to unfavorable price mix and lower volumes.

**Adjusted operating income**. F&II - U.S./Canada adjusted operating income decreased 7 percent to $178 million for year-to-date 2025 from $192 million for year-to-date 2024. The decrease resulted primarily from downtime associated with a mechanical fire at a manufacturing facility and reduced industrial demand, partially mitigated by lower raw material costs.

#### All Other

**Net sales**. All Other net sales were flat at $233 million for both year-to-date 2025 and 2024. Net sales increased due to increased volumes, offset the impact of lost sales volumes from our South Korea business that we sold in February 2024.

**Adjusted operating loss**. All Other adjusted operating loss decreased to $1 million for year-to-date 2025 compared to $14 million for year-to-date 2024. The decrease was primarily due to improvements in the plant-based protein business.

### Liquidity and Cash

As of June 30, 2025, we had total available liquidity of $3.7 billion. Domestic liquidity of $1.4 billion consisted of $447 million in cash and cash equivalents and $1.0 billion available through our commercial paper program. The commercial paper program is backed by $1.0 billion of borrowing availability under a five-year revolving credit agreement.

As of June 30, 2025, we had international liquidity of $2.3 billion, consisting of $414 million of cash and cash equivalents and $7 million of short-term investments held by our operations outside the U.S., as well as $1.9 billion of unused operating lines of credit in foreign countries where we operate. As the parent company, we guarantee certain obligations of our consolidated subsidiaries, which totaled $38 million as of June 30, 2025. We believe that our consolidated subsidiaries will be able to meet their financial obligations as they become due.

As of June 30, 2025, we had total debt outstanding of $1.8 billion. Of our outstanding debt, $1.7 billion consists of senior notes that do not require repayment until 2026 through 2050. The weighted average interest rate on our total indebtedness was approximately 3.9 percent for the second quarter of 2025 and approximately 4.2 percent for the second quarter of 2024.

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 $262 million for year-to-date 2025 compared to cash provided by operating activities of $521 million for year-to-date 2024. The decrease was primarily attributable to a $250 million change in working capital resulting from increased trade accounts receivables due to reduced utilization of customer financing programs and higher volumes.

We used $193 million of cash for capital expenditures and mechanical stores purchases to update, expand and improve our facilities year-to-date 2025 compared to $120 million we applied year-to-date 2024 for the same purposes. Capital investment commitments for the full year of 2025 are anticipated to be between $400 million and $425 million. In addition, we received $247 million in proceeds for the sale of our South Korea business year-to-date 2024, in contrast to investing $19 million in the Agrana joint venture year-to-date 2025.

We used $204 million of cash for financing activities year-to-date 2025 compared to cash used for financing activities of $526 million year-to-date 2024. The difference was primarily reflected the absence of commercial paper borrowings year-to-date 2025 compared to $327 million net repayments of commercial paper year-to-date 2024.

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 $106 million year-to-date 2025 compared to $104 million year-to-date 2024. The increase in dividend payments was due to an increase in our quarterly dividend to $0.80 per share in 2025 from $0.78 per share in 2024.

For year-to-date 2025, we repurchased 409 thousand outstanding shares of common stock in open market transactions at a net cost of $55 million. For year-to-date 2024, we repurchased 577 thousand outstanding shares of common stock at a net cost of $66 million.

We have not provided foreign withholding taxes, state income taxes and federal and state taxes on foreign currency gains and 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, 2024. There have been no changes to our critical accounting policies and estimates during year-to-date 2025.

### New Accounting Pronouncements

The information called for by this section is incorporated herein by reference to Note 1 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 (“Exchange Act”).

Ingredion Incorporated 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 our 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,” “opportunities,” “potential,” 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 changes in consumer practices, preferences, demand and perceptions that may lessen demand for the products we make; geopolitical conflicts and actions arising from them, including the impacts on the availability and prices of raw materials and energy supplies, supply chain interruptions, and volatility in foreign exchange and interest rates; 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; our reliance on 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 risks associated with pandemics; 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, and the ability to pass through price increases in our key inputs; price fluctuations, supply chain disruptions, tariffs, duties and shortages affecting inputs to our procurement, production processes and delivery channels, including raw materials, energy costs and availability and cost of freight and logistics; our ability to contain costs, achieve budgets and realize expected synergies, including our ability to complete planned maintenance and investment projects on time and on budget as well as to effectively manage freight and shipping costs and hedging activities; 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, divestitures, or strategic alliances on favorable terms, as well as to successfully conduct due diligence, integrate acquired businesses or implement and maintain strategic alliances and achieve anticipated synergies with respect to such transactions; economic, political and other risks inherent in conducting operations in foreign countries and in foreign currencies; the failure to maintain satisfactory labor relations; our ability to attract, develop, motivate, and maintain good relationships with our workforce; the impact of legal and regulatory proceedings, lawsuits, claims and investigations; the impact of any impairment charges on our goodwill or long-lived assets; the impact on our business of political events, trade and international disputes, war, threats or acts of terrorism, and natural disasters; changes in government policy, law, or regulation and costs of legal compliance, including compliance with environmental regulation or the occurrence of other significant events beyond our control; changes in our tax rates or exposure to additional income tax liability; risks affecting our ability to raise funds at reasonable rates and other factors affecting our access to sufficient funds for future growth and expansion; increases in interest rates that could increase our borrowing costs; interruptions, security incidents, or failures with respect to information technology systems, processes, and sites; 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 or otherwise. 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, 2024 and in our subsequent reports on Form 10-Q and Form 8-K filed with the Securities and Exchange Commission.

## Market risk

As filed, 440 characters.

See the discussion set forth in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our Annual Report on Form 10-K for the year ended December 31, 2024 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 risks during year-to-date 2025.

## Controls and procedures

As filed, 1,224 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 June 30, 2025. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of June 30, 2025, 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 Exchange Act 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 Exchange Act 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 quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Filed Aug 11, 2025.
Source: SEC EDGAR, the filing index for accession 0001046257-25-000066. Last ingested by Listed: Nov 5, 2026, 11:27 ET. No prices; not investment advice.