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Summary of Significant Accounting Policies
12 Months Ended
Dec. 31, 2019
Summary of Significant Accounting Policies  
Summary of Significant Accounting Policies

NOTE 2 – Summary of Significant Accounting Policies

Basis of presentation: The consolidated financial statements consist of the accounts of the Company, including all significant subsidiaries. Intercompany accounts and transactions are eliminated in consolidation.

The preparation of the accompanying consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the value of purchase consideration, valuation of accounts receivable, inventories, goodwill, intangible assets and other long-lived assets, legal contingencies, guarantee obligations, and assumptions used in the calculation of income taxes, and pension and other postretirement benefits, among others. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Management will adjust such estimates and assumptions when facts and circumstances dictate. Foreign currency devaluations, corn price volatility, access to credit markets, and adverse changes in the global economic environment have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates will be reflected in the financial statements in future periods.

Assets and liabilities of foreign subsidiaries, other than those whose functional currency is the U.S. dollar, are translated at current exchange rates with the related translation adjustments reported in equity as a component of accumulated other comprehensive income (loss). Income statement accounts are translated at the average exchange rate during the period. However, significant non-recurring items related to a specific event are recognized at the exchange rate on the date of the significant event. The U.S. dollar is the functional currency for the Company’s subsidiaries in Mexico and as of July 1, 2018, in Argentina.  In the second quarter of 2018, the Argentine peso rapidly devalued relative to the U.S. dollar, which along with increased inflation, resulted in a three-year cumulative inflation that exceeded 100 percent, as of June 30, 2018.  As a result, the Company elected to adopt highly inflationary accounting as of July 1, 2018, for its Argentina affiliate in accordance with GAAP.  Under highly inflationary accounting, the Argentina affiliate’s functional currency becomes the U.S. dollar.  For foreign subsidiaries where the U.S. dollar is the functional currency, monetary assets and liabilities are translated at current exchange rates with the related adjustment included in net income. Non-monetary assets and liabilities are translated at historical exchange rates.

Cash and cash equivalents: Cash equivalents consist of all instruments purchased with an original maturity of three months or less, and which have virtually no risk of loss in value.

Accounts receivable, net: Accounts receivable, net, consist of trade and other receivables carried at approximate fair value, net of an allowance for doubtful accounts based on specific identification of material amounts at risk and a general reserve based on historical collection experience.

Inventories: Inventories are stated at the lower of cost or net realizable value. Costs are predominantly determined using the weighted average method.

Investments:  Investments are included in Other assets in the Consolidated Balance Sheets.  The Company holds equity and cost method investments, and marketable securities as of December 31, 2019.   Investments in which the Company is able to exercise significant influence, but do not represent a controlling interest, are accounted for under the equity method; such investments are carried at cost, adjusted to reflect the Company’s proportionate share of income or

loss, less dividends received. Investments in the common stock of affiliated companies over which the Company does not exercise significant influence are accounted for under the cost method. The marketable securities are carried at fair value with unrealized gains and losses recorded to Other income, net in accordance with Accounting Standards Codification (“ASC”) 825.

Leases: The Company leases rail cars, office space, and certain machinery and equipment. The Company determines if an arrangement is a lease at inception of the agreement and classifies its leases based on the terms of the related lease agreement and the criteria contained in Financial Accounting Standards Board (“FASB”) ASC Topic 842, Leases, and related interpretations. See also Note 8 of the Notes to the Consolidated Financial Statements for additional information.

Property, plant and equipment and depreciation: Property, plant and equipment (“PP&E”) are stated at cost less accumulated depreciation. Depreciation is generally computed on the straight-line basis over the estimated useful lives of depreciable assets, which range from 25 to 50 years for buildings and from two to 25 years for all other assets. Where permitted by law, accelerated depreciation methods are used for tax purposes. The Company recognized depreciation expense of $191 million, $217 million, and $179 million for the years ended December 31, 2019, 2018, and 2017, respectively. The Company reviews the recoverability of the net book value of PP&E for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If this review indicates that the carrying values will not be recovered, the carrying values would be reduced to fair value and an impairment loss would be recognized. As required under GAAP, the impairment analysis for long-lived assets occurs before the goodwill impairment assessment described below. No PP&E impairment was recognized in the year ended December 31, 2019 related to the Company’s annual impairment testing.

The following table summarizes the Company’s PP&E and accumulated depreciation for the periods presented:

As of December 31,

(in millions)

2019

    

2018

Property, plant and equipment:

Land

$

202

$

199

Buildings

748

715

Machinery and equipment

4,412

4,199

Property, plant and equipment, at cost

5,362

5,113

Accumulated depreciation

(3,056)

(2,915)

Property, plant and equipment, net

$

2,306

$

2,198

Goodwill and other intangible assets: Goodwill ($801 million and $791 million at December 31, 2019 and 2018, respectively) represents the excess of the cost of an acquired entity over the fair value assigned to identifiable assets acquired and liabilities assumed. The Company also has other intangible assets of $437 million and $460 million at December 31, 2019 and 2018, respectively. The original carrying value of goodwill and accumulated impairment charges by reportable business segment at December 31, 2019 was as follows:

North

South

Asia-

(in millions)

    

America

    

America

    

Pacific

    

EMEA

    

Total

 

Goodwill before impairment charges

$

601

$

59

$

228

$

70

$

958

Accumulated impairment charges

(1)

(33)

(121)

(155)

Balance at January 1,  2018

600

26

107

70

803

Acquisitions

Currency translation

(4)

(3)

(5)

(12)

Balance at December 31, 2018

600

22

104

65

791

Acquisitions

7

7

Currency translation

(1)

4

3

Balance at December 31,  2019

$

607

$

21

$

108

$

65

$

801

The following table summarizes the Company’s other intangible assets for the periods presented:

As of December 31,  2019

(in millions)

    

Gross

    

Accumulated Amortization

    

Net

    

Weighted Average Useful Life (years)

Trademarks/tradenames (indefinite-lived)

  

$

178

  

$

  

$

178

  

Customer relationships

333

(93)

240

20

Technology

103

(91)

12

9

Other

20

(13)

7

15

Total other intangible assets

$

634

$

(197)

$

437

17

As of December 31,  2018

(in millions)

Gross

    

Accumulated Amortization

    

Net

    

Weighted Average Useful Life (years)

Trademarks/tradenames (indefinite-lived)

$

178

  

$

  

$

178

  

Customer relationships

325

(77)

248

20

Technology

103

(80)

23

9

Other

21

(10)

11

16

Total other intangible assets

$

627

$

(167)

$

460

18

Definite-lived intangible assets are stated at cost less accumulated amortization. Amortization is computed on the straight-line basis over the estimated useful lives of definite-lived intangible assets. Amortization expense related to intangible assets was $29 million, $30 million, and $30 million for the years ended December 31, 2019, 2018, and 2017, respectively. The Company reviews the recoverability of the net book value of definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If this review indicates that the carrying values will not be recovered, the carrying values would be reduced to fair value and an impairment loss would be recognized.

Based on acquisitions completed through December 31, 2019, intangible asset amortization expense for the next five years is shown below.

(in millions)

Year

Amortization Expense

2020

$

28

2021

20

2022

19

2023

19

2024

19

Balance thereafter

154

The Company assesses indefinite-lived intangible assets and goodwill for impairment annually (or more frequently if impairment indicators arise). The Company has chosen to perform this annual impairment assessment as of July 1 of each year.

In testing indefinite-lived intangible assets for impairment, the Company first assesses qualitative factors to determine whether it is more-likely-than-not that the fair value of an indefinite-lived intangible asset is impaired. After assessing the qualitative factors, if the Company determines that it is more-likely-than-not that the fair value of an indefinite-lived intangible asset is greater than its carrying amount, then it would not be required to compute the fair value of the indefinite-lived intangible asset. In the event the qualitative assessment leads the Company to conclude otherwise, then it would be required to determine the fair value of the indefinite-lived intangible assets and perform a quantitative impairment test in accordance with ASC Topic 350-30, General Intangibles Other than Goodwill. In performing the qualitative analysis, the Company considers various factors including net sales derived from these intangibles and certain market and industry conditions. Based on the results of its assessment, the Company concluded that as of July 1, 2019, there were no impairments in its indefinite-lived intangible assets.

In testing goodwill for impairment, the Company first assesses qualitative factors in determining whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. After assessing the qualitative factors, if the Company determines that it is more-likely-than-not that the fair value of a reporting unit is greater than its

carrying amount then the Company does not perform the two-step impairment test. If the Company concludes otherwise, then it performs the first step of the two-step impairment test as described in ASC Topic 350. In the first step (“Step One”), the fair value of the reporting unit is compared to its carrying value. If the fair value of the reporting unit exceeds the carrying value of its net assets, goodwill is not considered impaired and no further testing is required. If the carrying value of the net assets exceeds the fair value of the reporting unit, a second step (“Step Two”) of the impairment assessment is performed in order to determine the implied fair value of a reporting unit's goodwill. Determining the implied fair value of goodwill requires a valuation of the reporting unit's tangible and intangible assets and liabilities in a manner similar to the allocation of purchase price in a business combination. If the carrying value of the reporting unit's goodwill exceeds the implied fair value of its goodwill, goodwill is deemed impaired and is written down to the extent of the difference. Based on the results of the annual assessment, the Company concluded that as of July 1, 2019, there were no impairments in its reporting units.

Revenue recognition: The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, which is more fully described in Note 4 of the Notes to the Consolidated Financial Statements.

Hedging instruments: Derivative financial instruments used by the Company consist of commodity futures and option contracts, forward currency contracts and options, interest rate swap agreements and Treasury lock agreements (“T-Locks”). See also Note 6 of the Notes to the Consolidated Financial Statements for additional information.

On the date a derivative contract is entered into, the Company designates the derivative as a hedge of variable cash flows to be paid related certain forecasted transactions (“a cash flow hedge”), as a hedge of the fair value of certain firm commitments (“a fair value hedge”), or as a non-designated hedging instrument as defined by ASC 815, Derivatives and Hedging. This process includes linking all derivatives that are designated as cash flow or fair value hedges to specific assets and liabilities on the Consolidated Balance Sheets, or to specific firm commitments or forecasted transactions. These hedges are accounted for using ASC Topic 815. For all hedging relationships, the Company documents the hedging relationships and its risk-management objective and strategy for undertaking the hedge transactions, the hedging instrument, the hedged item, the nature of the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed and a description of the method of measuring ineffectiveness. The Company also formally assesses both, at the hedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows or fair values of hedged items. When it is determined that a derivative is not highly effective as a hedge or has ceased to be a highly effective hedge, the Company discontinues hedge accounting prospectively.

The Company discontinues hedge accounting prospectively when it is determined that the derivative is no longer effective in offsetting changes in the cash flows or fair value of the hedged item, the derivative is de-designated as a hedging instrument because it is unlikely that a forecasted transaction will occur, or management determines that designation of the derivative as a hedging instrument is no longer appropriate. When hedge accounting is discontinued, the Company continues to carry the derivative on the Consolidated Balance Sheets at its fair value, and gains and losses that were included in AOCI are recognized in earnings in the same line item affected by the hedged transaction and in the same period or periods during which the hedged transaction affects earnings, or in the month a hedge is determined to be ineffective.

Share-based compensation: The Company has a stock incentive plan that provides for share-based employee compensation, including the granting of stock options, shares of restricted stock, restricted stock units, and performance shares to certain key employees. Compensation expense is recognized in the Consolidated Statements of Income for the Company’s share-based employee compensation plan. The plan is more fully described in Note 11 of the Notes to the Consolidated Financial Statements.

Earnings per common share: Basic earnings per common share (“EPS”) is computed by dividing net income attributable to the Company by the weighted average number of shares outstanding. Diluted EPS is calculated using the treasury stock method, computed by dividing net income attributable to the Company by the weighted average number of shares outstanding, including the dilutive effect of outstanding stock options and other instruments associated with long-term incentive compensation plans.

Risks and uncertainties: The Company operates domestically and internationally. In each country, the business and assets are subject to varying degrees of risk and uncertainty. The Company insures its business and assets in each country against insurable risks in a manner that it deems appropriate. Because of this geographic dispersion, the Company

believes that a loss from non-insurable events in any one country would not have a material adverse effect on the Company’s operations as a whole. Additionally, the Company believes there is no significant concentration of risk with any single customer or supplier whose failure or non-performance would materially affect the Company’s results.

Recently Adopted Accounting Standards

ASU No. 2016-02, Leases (Topic 842)

In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which supersedes Topic 840, Leases. The Company adopted this updated standard as of January 1, 2019, using the modified retrospective approach and the effective date as its date of initial application. The Company elected the package of three practical expedients permitted under the transition guidance, which among other things allowed the Company to carry forward the historical lease classification of existing leases and to not reassess expired contracts for leases.  The practical expedient for hindsight to determine lease term was not elected by the Company.  The standard resulted in the initial recognition of $170 million of total operating lease liabilities and $161 million of operating lease assets on the Consolidated Balance Sheet on January 1, 2019.  The standard did not materially impact the Consolidated Statement of Income or Consolidated Statement of Cash Flows. The disclosures required by the recently adopted accounting standard are included in Note 8 of the Notes to the Consolidated Financial Statements.

ASU No. 2017-12 and ASU 2018-16, Derivatives and Hedging (Topic 815)

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. This Update modifies accounting guidance for hedge accounting by making more hedge strategies eligible for hedge accounting, amending presentation and disclosure requirements, and changing how companies assess ineffectiveness. The intent is to simplify the application of hedge accounting and increase transparency of information about an entity’s risk management activities. The amended guidance is effective for annual periods beginning after December 15, 2018, with early adoption permitted.  The Company completed its assessment of these updates adopted on January 1, 2019, including potential changes to existing hedging arrangements, and determined the adoption of the guidance did not have a material impact on the Company’s Consolidated Financial Statements.

In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as Benchmark Interest Rate for Hedge Accounting Purposes. This Update permits use of the OIS rate based on the SOFR as a U.S. benchmark interest rate for hedge accounting purposes. The guidance should be adopted on a prospective basis. This Update is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Update did not have a material impact on the Company’s Consolidated Financial Statements.

New Accounting Standards

In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This Update simplifies the subsequent measurement of goodwill as the Update eliminates Step 2 from the goodwill impairment test. Under the Update, an entity will continue to perform its annual, or interim, goodwill impairment test to determine if the fair value of a reporting unit is greater than its carrying amount. An entity should then recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value using the results of its Step 1 assessment, with the loss recognized not to exceed the total amount of goodwill allocated to that reporting unit. This Update is effective for annual periods beginning after December 15, 2019, with early adoption permitted. The Company will adopt ASU 2017-04 at the beginning of its 2020 fiscal year and the Update will not have a material impact on the Company’s Consolidated Financial Statements upon adoption.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires us to measure and recognize expected credit losses for financial assets held and not accounted for at fair value through net income. This Update is effective for annual periods beginning after December 15, 2019, with early adoption permitted. The Company will adopt ASU 2016-13 at the beginning of its 2020 fiscal year and the Update will not have a material impact on the Company’s Consolidated Financial Statements upon adoption.

Presentation of Net Sales

During the three months ended December 31, 2019, the Company changed its presentation of shipping and handling costs.  These costs were previously included as a reduction to Net sales in the Consolidated Statements of Income.  The Company is now presenting these expenses within Cost of sales in the Consolidated Statements of Income.  The change in presentation was applied retrospectively to all periods presented in the Consolidated Statements of Income.  The change in presentation had no effect on Gross profit, Operating income, Net income, or earnings per share.  The Consolidated Balance Sheets, Consolidated Statements of Comprehensive Income, Consolidated Statements of Equity and Redeemable Equity, and Consolidated Statements of Cash Flows are not affected by this change in presentation.  Total shipping and handling costs in for the year ended December 31, 2019 were $466 million.

The effect of the adjustment is as follows:

2018

2017

(in millions)

As Reported

As Adjusted

As Reported

As Adjusted

Consolidated Statements of Income:

Net sales before shipping and handling costs

$

6,289

$

$

6,244

$

Less: shipping and handling costs

448

412

Net sales

5,841

6,289

5,832

6,244

Cost of sales

4,473

4,921

4,360

4,772

Gross profit

$

1,368

$

1,368

$

1,472

$

1,472

For the Year Ended December 31, 2019

First Fiscal Quarter

Second Fiscal Quarter

Third Fiscal Quarter

(in millions)

As Reported

As Adjusted

    

As Reported

As Adjusted

    

As Reported

As Adjusted

Net sales before shipping and handling costs

$

1,536

$

$

1,550

$

$

1,574

$

Less: shipping and handling costs

116

116

117

Net sales

1,420

1,536

1,434

1,550

1,457

1,574

Cost of sales

1,104

1,220

1,105

1,221

1,113

1,230

Gross profit

$

316

$

316

$

329

$

329

$

344

$

344

For the Year Ended December 31, 2018

First Fiscal Quarter

Second Fiscal Quarter

Third Fiscal Quarter

Fourth Fiscal Quarter

(in millions)

As Reported

As Adjusted

    

As Reported

As Adjusted

As Reported

As Adjusted

As Reported

As Adjusted

Net sales before shipping and handling costs

$

1,581

$

$

1,608

$

$

1,563

$

$

1,537

$

Less: shipping and handling costs

112

112

113

111

Net sales

1,469

1,581

1,496

1,608

1,450

1,563

1,426

1,537

Cost of sales

1,115

1,227

1,136

1,248

1,116

1,229

1,106

1,217

Gross profit

$

354

$

354

$

360

$

360

$

334

$

334

$

320

$

320

2018

2017

(in millions)

As Reported

As Adjusted

As Reported

As Adjusted

Net sales to unaffiliated customers:

North America

$

3,511

$

3,857

$

3,529

$

3,843

South America

943

988

1,007

1,052

Asia-Pacific

803

837

740

772

EMEA

584

607

556

577

Total

$

5,841

$

6,289

$

5,832

$

6,244