INCOME TAXES

The TCJA makes broad and complex changes to the U.S. tax code, including, but not limited to: (i) reducing the U.S. federal corporate income tax rate from 35 percent to 21 percent; (ii) requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries; (iii) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries; (iv) creating new taxes on certain foreign earnings; (v) eliminating certain deductions; and (vi) providing the option to full expensing of qualified property.

The SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the TCJA. SAB 118 provides a measurement period that should not extend beyond one year from the TCJA enactment date for companies to complete the accounting under Accounting Standards Codification No. 740 (“ASC 740”). In accordance with SAB 118, a company must reflect the income tax effects of a company’s accounting for those tax effects of the TCJA for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain tax effects of the TCJA is incomplete, but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a reasonable estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax law that were in effect immediately before the enactment of the TCJA.

The TCJA is complex and its impact may materially differ from the Company’s estimates, due to, among other things, changes in the Company’s assumptions, implementation guidance that may be issued from the IRS and related interpretations and clarifications of tax law relevant for the completion of the Company’s 2017 tax return filings. The Company expects to complete its assessment of these items during 2018, and any adjustments to the provisional amounts initially recorded, will be included as an adjustment to income tax expense or benefit in the period the amounts are determined, in accordance with SAB 118.

Item (i) above has been completed and resulted in a non-cash deferred income tax benefit in the fourth quarter of 2017 of $3.9 million to adjust applicable deferred income tax assets and liabilities for the change in the U.S. federal corporate income tax rate. Income tax accruals on U.S. income in future periods will apply the new 21% rate. While item (ii) has not been completed, the Company has not accrued any deemed repatriation taxes on unrepatriated earnings of its foreign subsidiaries, since its preliminary assessment indicates that such foreign subsidiaries have no net cumulative unremitted earnings due to historical repatriation. The remaining TCJA summary items (iii through vi) relate to 2018 and beyond.

The application of the new Global Intangible Low Taxed Income (“GILTI”) tax rules to the Company, which is part of item (iv), is not complete. The rules are complex, and under GAAP the Company is allowed to make a policy choice of either: (a) treating taxes due on future U.S. inclusions in taxable income related to GILTI as current period expense when incurred (the “period cost method”), or (b) factoring such amounts into a company’s measurement of its deferred income taxes (the “deferred method”). The selection of an accounting policy with respect to the new GILTI tax rules will depend, in part, on the Company’s analysis of its global income to determine whether it expects to have future U.S. inclusions in taxable income related to GILTI, and, if so, what the impact is expected to be. Consequently, the Company has not been able to complete this analysis at this time and is not able to reasonably estimate the effect of this provision of the TCJA. Accordingly, the Company has not made any adjustments related to potential GILTI tax in its financial statements and has not made a policy decision regarding whether to record deferred income taxes on GILTI.

Income (loss) before income taxes and income tax expense (benefit) are as follows:



(In thousands)	2017			2016			2015
Income (loss) before income taxes:
Domestic	$	67,549		$	26,284		$	(9,116	)
Foreign	(82,461		)	1,399			(14,091		)
Total	$	(14,912	)	$	27,683		$	(23,207	)
Current income tax expense (benefit):
Federal	$	(20,560	)	$	4,302		$	12,693
State	800			(709		)	973
Foreign	3,247			3,255			6,064
Total	(16,513		)	6,848			19,730
Deferred income tax expense (benefit):
Federal	(23,302		)	(2,505		)	(9,419		)
State	(949		)	1,396			(1,035		)
Foreign	(12,399		)	(2,522		)	(348		)
Total	(36,650		)	(3,631		)	(10,802		)
Total income tax expense (benefit)	$	(53,163	)	$	3,217		$	8,928

The significant differences between the U.S. federal statutory rate and the effective income tax rate for continuing operations are as follows:



	2017					2016					2015
(In thousands, except percentages)	Amount			%		Amount			%		Amount			%
Income tax expense (benefit) at federal statutory rate	$	(5,219	)	35.0		$	9,689		35.0		$	(8,122	)	35.0
Worthless stock deductions	(61,413		)	411.9		—			—		—			—
Impact of U.S. Tax Cuts and Jobs Act	(4,433		)	29.7		—			—		—			—
Settlement of Terphane acquisition escrow	(4,200		)	28.2		—			—		—			—
Increase in value of kaléo investment held abroad	(2,326		)	15.6		(197		)	(0.7	)	2,523			(10.9	)
Tax contingency accruals and tax settlements	(420		)	2.8		104			0.4		716			(3.1	)
Research and development tax credit	(375		)	2.5		(550		)	(2.0	)	(350		)	1.5
Brazilian tax incentive	—			—		—			—		(120		)	0.5
Unremitted earnings from foreign operations	—			—		(256		)	(0.9	)	(502		)	2.2
Domestic Production Activities Deduction	—			—		(735		)	(2.7	)	(840		)	3.6
Remitted earnings from foreign operations	—			—		(6,574		)	(23.7	)	(18		)	0.1
Valuation allowance for capital loss carryforwards	83			(0.6	)	267			1.0		(311		)	1.3
Non-deductible goodwill and asset impairment loss	228			(1.5	)	13			—		15,798			(68.1	)
Changes in estimates related to prior year tax provision	320			(2.1	)	330			1.2		489			(2.1	)
Non-deductible expenses	633			(4.2	)	396			1.4		448			(1.9	)
State taxes, net of federal income tax benefit	656			(4.4	)	647			2.3		(67		)	0.3
Foreign rate differences	2,546			(17.1	)	499			1.8		(719		)	3.1
Valuation allowance due to foreign losses and impairments	20,757			(139.3	)	(416		)	(1.5	)	3			—
Income tax expense (benefit) at effective income tax rate	$	(53,163	)	356.5		$	3,217		11.6		$	8,928		(38.5	)

During 2017, the Company completed a plan to liquidate for tax purposes one of its domestic subsidiaries, which allowed it to claim an income tax benefit on the write-off of the stock basis of Terphane, Inc. (Terphane’s U.S. affiliate) on its 2017 U.S. federal income tax return. The Company recorded an income tax benefit during the second quarter of 2017 of $8.1 million related to this worthless stock deduction, net of valuation allowances and accrual for uncertain tax positions. Also, during the fourth quarter of 2017, as a result of valuation activities and other efforts, the Company claimed an ordinary loss for U.S. federal and state income tax purposes of $153 million for the write-off of the stock basis of Terphane Limitada (Terphane’s Brazilian entity). The full tax benefit accrued for the Terphane Limitada worthless stock deduction at the 35% U.S. corporate income tax rate applicable for 2017 was approximately $54 million. This benefit was reduced by $4.8 million in conjunction with the TCJA for the portion of the deduction that is expected to be applied to income generated after 2017 where the new U.S. federal corporate income tax rate of 21% is applicable. The significant foreign rate difference for 2017 is primarily due to the difference between Hungary’s income tax rate of 9% and the U.S. federal corporate income tax rate of 35%.

Tredegar accrues U.S. federal income taxes on unremitted earnings of all foreign subsidiaries where required. However, due to changes in the taxation of dividends under TCJA, Tredegar will only record U.S. federal income taxes on unremitted earnings of its foreign subsidiaries where Tredegar cannot take steps to eliminate any potential tax on future distributions from its foreign subsidiaries. Prior to the second quarter of 2016, deferred U.S. federal income taxes had not been recorded for the undistributed earnings for Terphane Limitada. because the Company had intended to permanently reinvest these earnings. Due to concerns about the political and economic conditions in Brazil, Terphane Limitada began making cash distributions to the Company in 2016. During the second quarter of 2016, Terphane Limitada paid a dividend of $10.7 million to the Company. During the second quarter of 2017, the Company recognized a net tax benefit of $0.4 million associated with additional U.S. tax related to this repatriation of cash from Brazil offset by the reversal of related tax contingencies. Because of the accumulation of significant losses related to foreign currency translations at Terphane Limitada, there were no deferred income tax liabilities associated with the U.S. federal income taxes and foreign withholding taxes on Terphane Limitada’s undistributed earnings as of and December 31, 2017 and 2016.

Income taxes in 2016 included the recognition of an additional valuation allowance of $0.3 million related to expected limitations on the utilization of assumed capital losses on certain investments. In 2016, the difference between the federal statutory rate and the effective tax rate is primarily driven by the $6.4 million tax benefit from excess foreign tax credits related to the repatriation of cash from Brazil discussed above.

The Brazilian federal statutory income tax rate is a composite of 34.0% (25.0% of income tax and 9.0% of social contribution on income). Terphane’s manufacturing facility in Brazil is the beneficiary of certain income tax incentives that allow for a reduction in the statutory Brazilian federal income tax rate levied on the operating profit of its products. These incentives produce a current tax rate of 15.25% for Terphane (6.25% of income tax and 9.0% social contribution on income). The incentives have been granted for a 10-year period, which has a commencement date of January 1, 2015 and will expire at the end of 2024. The benefit from the tax incentives was immaterial in 2017, 2016 and 2015.

Deferred income tax liabilities and deferred income tax assets at December 31, 2017 and 2016, are as follows:



(In thousands)	2017			2016
Deferred income tax liabilities:
Amortization of goodwill and identifiable intangibles	$	22,739		$	43,546
Depreciation	—			24,178
Foreign currency translation gain adjustment	433			1,424
Excess of carrying value over tax basis of investment in kaléo	8,602			4,131
Derivative financial instruments	167			493
Total deferred income tax liabilities	31,941			73,772
Deferred income tax assets:
Depreciation	4,917			—
Pensions	19,626			30,733
Employee benefits	6,842			10,262
Excess capital losses	4,695			11,726
Inventory	2,884			3,622
Asset write-offs, divestitures and environmental accruals	1,754			2,515
Tax benefit on U.S. federal, state and foreign NOL and credit carryforwards	33,384			4,921
Timing adjustment for unrecognized tax benefits on uncertain tax positions, including portion relating to interest and penalties	184			395
Allowance for doubtful accounts	406			198
Other	261			1,568
Deferred income tax assets before valuation allowance	74,953			65,940
Less: Valuation allowance	28,499			12,694
Total deferred income tax assets	46,454			53,246
Net deferred income tax (assets) liabilities	$	(14,513	)	$	20,526
Amounts recognized in the consolidated balance sheets:
Deferred income tax assets (noncurrent)	$	16,636		$	584
Deferred income tax liabilities (noncurrent)	2,123			21,110
Net deferred income tax assets (liabilities)	$	14,513		$	(20,526	)

Except as noted below, the Company believes that it is more likely than not that future taxable income will exceed future tax-deductible amounts thereby resulting in the realization of deferred income tax assets. The Company has estimated gross federal, state and foreign tax credits and net operating loss carryforwards of $33.4 million and $4.9 million at December 31, 2017 and 2016, respectively. The U.S. federal tax credits will expire in between 2026 and 2037. The U.S. federal net operating loss carryforwards will expire in 2037. The majority of the foreign net operating loss carryforwards do not expire. The U.S. state carryforwards expire at different points over the next 10 to 20 years. Valuation allowances of $8.5 million, $1.5 million and $1.5 million at December 31, 2017, 2016 and 2015, respectively, are recorded against the tax benefit on U.S. federal, state and foreign tax credits and net operating loss carryforwards generated by certain foreign and domestic subsidiaries that may not be recoverable in the carryforward period. The valuation allowance for excess capital losses from investments and other related items was $4.4 million, $11.2 million and $10.9 million at December 31, 2017, 2016 and 2015. The current year balance decreased primarily due to the expiration of a portion of the capital loss carryforwards and the enacted reduction in the U.S. federal corporate income tax rate. The amount of the deferred income tax asset considered realizable, however, could be adjusted in the near term if estimates of the fair value of certain investments during the carryforward period change. Tredegar continues to evaluate opportunities to utilize capital loss carryforwards prior to their expiration at various dates in the future. As circumstances and events warrant, allowances will be reversed when it is more likely than not that future taxable income will exceed deductible amounts, thereby resulting in the realization of deferred income tax assets. The valuation allowance for asset impairments in foreign jurisdictions where the Company believes it is more likely than not that the deferred income tax asset will not be realized was $15.6 million at December 31, 2017 and $0.9 million at December 31, 2015 (none in 2016).

A reconciliation of the Company’s unrecognized uncertain tax positions since January 1, 2015, is shown below:



	Years Ended December 31,
(In thousands)	2017			2016			2015
Balance at beginning of period	$	3,315		$	4,049		$	3,255
Increase (decrease) due to tax positions taken in:
Current period	27			1,151			518
Prior period	(532		)	43			326
Increase (decrease) due to settlements with taxing authorities	(51		)	(1,706		)	—
Reductions due to lapse of statute of limitations	(797		)	(222		)	(50		)
Balance at end of period	$	1,962		$	3,315		$	4,049

Additional information related to unrecognized uncertain tax positions since January 1, 2015 is summarized below:



	Years Ended December 31,
(In thousands)	2017			2016			2015
Gross unrecognized tax benefits on uncertain tax positions (reflected in current income tax and other noncurrent liability accounts in the balance sheet)	$	1,962		$	3,315		$	4,049
Deferred income tax assets related to unrecognized tax benefits on uncertain tax positions (reflected in deferred income tax accounts in the balance sheet)	(153		)	(345		)	(858		)
Net unrecognized tax benefits on uncertain tax positions, which would impact the effective tax rate if recognized	1,809			2,970			3,191
Interest and penalties accrued on deductions taken relating to uncertain tax positions (approximately $(1), $(262) and $90 reflected in income tax expense in the income statement in 2017, 2016 and 2015, respectively, with the balance shown in current income tax and other noncurrent liability accounts in the balance sheet)	136			135			397
Related deferred income tax assets recognized on interest and penalties	(32		)	(49		)	(148		)
Interest and penalties accrued on uncertain tax positions net of related deferred income tax benefits, which would impact the effective tax rate if recognized	104			86			249
Total net unrecognized tax benefits on uncertain tax positions reflected in the balance sheet, which would impact the effective tax rate if recognized	$	1,913		$	3,056		$	3,440

Tredegar, or one of its subsidiaries, files income tax returns in the U.S. federal jurisdiction, various states and jurisdictions outside the U.S. With few exceptions, Tredegar is no longer subject to U.S. federal, state or non-U.S. income tax examinations by tax authorities for years before 2014. The Company anticipates that it is reasonably possible that Federal and state income tax audits or statutes may settle or close within the next 12 months, which could result in the recognition of up to approximately $0.8 million of the balance of unrecognized tax positions, including any payments that may be made.