INCOME TAXES

The U.S. Tax Cuts and Jobs Act (“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% to 21%; (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 Company applied the guidance in SAB 118 when accounting for the enactment-date effects of the TCJA in 2017 and throughout 2018. At December 31, 2017, the Company had not completed its accounting for all the enactment-date income tax effects of the TCJA under ASC 740, Income Taxes as described below. At December 31, 2018, the Company has now completed its accounting for the enactment-date income tax effects of the TCJA.

Item (i) above was completed in 2017 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 rate. Income tax accruals on U.S. income in 2018 and future periods will apply the new 21% U.S. federal income tax rate.

Item (ii) was not completed in 2017. The Company did not accrue any deemed repatriation taxes on unremitted earnings of its foreign subsidiaries in 2017 since its preliminary assessment indicated that such foreign subsidiaries had no net cumulative unremitted earnings due to historical repatriation. Upon further analysis of the TCJA and notices and regulations issued and proposed by the U.S. Department of the Treasury and the Internal Revenue Service, the Company finalized its calculations of the deemed repatriation tax liability in 2018 and concluded once again that the Company would not owe any transition tax and that no adjustment was required in 2018.

The application of the new Global Intangible (“GILTI”) tax rules to the Company, which is part of item (iv), was not completed in 2017. 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 relate to GILTI as current period expense when incurred (the “period cost method”), or (b) factoring such amounts into the Company’s measurement of its deferred income taxes (the “deferred method”). The Company was not able to complete its analysis of these rules and could not reasonably estimate the effect of this provision of the TCJA in 2017. Accordingly, the Company did not make any adjustments related to the potential GILTI tax in its 2017 financial statements and did not make a policy decision whether to record deferred income taxes on GiLTI. After further consideration in 2018, the Company elected to account for GILTI in the year the tax was incurred. In 2018, application of the GILTI provisions did not result in any additional U.S. income tax.

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



(In thousands)	2018			2017			2016
Income (loss) before income taxes:
Domestic	$	17,663		$	67,549		$	26,284
Foreign	18,705			(82,461		)	1,399
Total	$	36,368		$	(14,912	)	$	27,683
Current income tax expense (benefit):
Federal	$	(187	)	$	(20,560	)	$	4,302
State	815			800			(709		)
Foreign	2,090			3,247			3,255
Total	2,718			(16,513		)	6,848
Deferred income tax expense (benefit):
Federal	8,708			(23,302		)	(2,505		)
State	364			(949		)	1,396
Foreign	(264		)	(12,399		)	(2,522		)
Total	8,808			(36,650		)	(3,631		)
Total income tax expense (benefit)	$	11,526		$	(53,163	)	$	3,217

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



	2018					2017					2016
(In thousands, except percentages)	Amount			%		Amount			%		Amount			%
Income tax expense (benefit) at federal statutory rate	$	7,638		21.0		$	(5,219	)	35.0		$	9,689		35.0
U.S. tax on foreign branch income	1,901			5.2		—			—		—			—
Foreign rate differences	1,805			5.0		2,546			(17.1	)	499			1.8
Non-deductible goodwill and asset impairment loss	1,801			5.1		228			(1.5	)	13			—
Tax contingency accruals and tax settlements	773			2.1		(420		)	2.8		104			0.4
Valuation allowance for capital loss carryforwards	553			1.5		83			(0.6	)	267			1.0
State taxes, net of federal income tax benefit	520			1.4		656			(4.4	)	647			2.3
Non-deductible expenses	322			0.9		434			(2.9	)	396			1.4
Stock-based compensation	175			0.5		199			(1.3	)	—			—
Unremitted earnings from foreign operations	126			0.3		—			—		(256		)	(0.9	)
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	)
Domestic production activities deduction	—			—		—			—		(735		)	(2.7	)
Remitted earnings from foreign operations	—			—		—			—		(6,574		)	(23.7	)
Changes in estimates related to prior year tax provision	(303		)	(0.8	)	320			(2.1	)	330			1.2
Research and development tax credit	(420		)	(1.2	)	(375		)	2.5		(550		)	(2.0	)
Valuation allowance due to foreign losses and impairments	(975		)	(2.7	)	20,757			(139.3	)	(416		)	(1.5	)
Foreign derived intangible income deduction	(1,050		)	(2.9	)	—			—		—			—
Brazilian tax incentive	(1,340		)	(3.7	)	—			—		—			—
Income tax expense (benefit) at effective income tax rate	$	11,526		31.7		$	(53,163	)	356.5		$	3,217		11.6

Income taxes from continuing operations in 2018 were primarily impacted by not recording a tax benefit on a portion of the PE Films Personal Care goodwill impairment charge, the additional tax impact of Tredegar’s Brazilian subsidiaries being included in its US consolidated tax return as foreign branches as well as the tax impact of the local statutory tax rates of Tredegar’s foreign subsidiaries being higher than the current US tax rate of 21%. These increases to income tax expense were offset by recording a tax benefit on a portion of foreign losses and impairments, by the tax benefit of the foreign derived intangible income deduction under the TCJA, and by the benefit of tax incentives in Brazil.

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, 2018 and 2017.

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 $1.3 million in 2018 and was immaterial for 2017 and 2016.

Deferred income tax liabilities and deferred income tax assets at December 31, 2018 and 2017, are as follows:



(In thousands)	2018			2017
Deferred income tax liabilities:
Amortization of goodwill and identifiable intangibles	$	13,416		$	22,739
Foreign currency translation gain adjustment	300			433
Excess of carrying value over tax basis of investment in kaléo	15,131			8,602
Derivative financial instruments	—			167
Other	184			—
Total deferred income tax liabilities	29,031			31,941
Deferred income tax assets:
Depreciation	2,399			4,917
Pensions	17,153			19,626
Employee benefits	6,676			6,842
Excess capital losses	1,519			4,695
Inventory	3,644			2,884
Asset write-offs, divestitures and environmental accruals	1,200			1,754
Tax benefit on U.S. federal, state and foreign NOL and credit carryforwards	23,507			33,384
Timing adjustment for unrecognized tax benefits on uncertain tax positions, including portion relating to interest and penalties	267			184
Allowance for doubtful accounts	382			406
Derivative financial instruments	432			—
Other	—			261
Deferred income tax assets before valuation allowance	57,179			74,953
Less: Valuation allowance	24,736			28,499
Total deferred income tax assets	32,443			46,454
Net deferred income tax (assets) liabilities	$	(3,412	)	$	(14,513	)
Amounts recognized in the consolidated balance sheets:
Deferred income tax assets (noncurrent)	$	3,412		$	16,636
Deferred income tax liabilities (noncurrent)	—			2,123
Net deferred income tax assets (liabilities)	$	3,412		$	14,513

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 $23.5 million and $33.4 million at December 31, 2018 and 2017, respectively. The U.S. federal tax credits will expire in between 2026 and 2037. The U.S. federal net operating loss carryforwards were fully utilized in 2018. The majority of the foreign net operating loss carryforwards do not expire. The U.S. state carryforwards expire at different points over the next 9 to 20 years.

Valuation allowances of $7.7 million, $8.5 million and $1.5 million at December 31, 2018, 2017 and 2016, 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 $1.2 million, $4.4 million and $11.2 million at December 31, 2018, 2017 and 2016, respectively. The current year balance decreased primarily due to the expiration of a portion of the capital loss carryforwards. 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 $15.8 million and $15.6 million at December 31, 2018 and 2017, respectively (none in 2016).

A reconciliation of the Company’s unrecognized uncertain tax positions since January 1, 2016, is shown below:



	Years Ended December 31,
(In thousands)	2018			2017			2016
Balance at beginning of period	$	1,962		$	3,315		$	4,049
Increase (decrease) due to tax positions taken in:
Current period	13			27			1,151
Prior period	1,430			(532		)	43
Increase (decrease) due to settlements with taxing authorities	—			(51		)	(1,706		)
Reductions due to lapse of statute of limitations	(44		)	(797		)	(222		)
Balance at end of period	$	3,361		$	1,962		$	3,315

Additional information related to unrecognized uncertain tax positions since January 1, 2016 is summarized below:



	Years Ended December 31,
(In thousands)	2018			2017			2016
Gross unrecognized tax benefits on uncertain tax positions (reflected in current income tax, other noncurrent liability accounts, or deferred tax assets in the balance sheet)	$	3,361		$	1,962		$	3,315
Deferred income tax assets related to unrecognized tax benefits on uncertain tax positions (reflected in deferred income tax accounts in the balance sheet)	(211		)	(153		)	(345		)
Net unrecognized tax benefits on uncertain tax positions, which would impact the effective tax rate if recognized	3,150			1,809			2,970
Interest and penalties accrued on deductions taken relating to uncertain tax positions (approximately $107, $(1) and $(262) reflected in income tax expense in the income statement in 2018, 2017 and 2016, respectively, with the balance shown in current income tax and other noncurrent liability accounts in the balance sheet)	243			136			135
Related deferred income tax assets recognized on interest and penalties	(56		)	(32		)	(49		)
Interest and penalties accrued on uncertain tax positions net of related deferred income tax benefits, which would impact the effective tax rate if recognized	187			104			86
Total net unrecognized tax benefits on uncertain tax positions reflected in the balance sheet, which would impact the effective tax rate if recognized	$	3,337		$	1,913		$	3,056

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 $3.2 million of the balance of unrecognized tax positions, including any payments that may be made.