Ingevity CorpNGVT
Ingevity Corp Goodwill & Intangibles Disclosure
Goodwill and Other Intangible Assets, net
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Goodwill
| Reporting Units | |||||||||||||||||||||||
| In millions | Performance Materials | Performance Chemicals | Advanced Polymer Technologies | Total | |||||||||||||||||||
Balance as of December 31, 2024 (1) | $ | 4.3 | $ | — | $ | 170.9 | $ | 175.2 | |||||||||||||||
| Foreign currency translation | — | — | 12.9 | 12.9 | |||||||||||||||||||
| Goodwill impairment charge | — | — | (183.8) | (183.8) | |||||||||||||||||||
Balance as of December 31, 2025 | $ | 4.3 | $ | — | $ | — | $ | 4.3 | |||||||||||||||
(1) Includes accumulated impairment losses of $306.6 million related to the Performance Chemicals reportable segment.
Impairment Assessment(s) and Goodwill Impairment Charge
Annual Impairment Assessment
Our fiscal year 2025 annual goodwill impairment assessment for our Performance Materials reporting unit was performed as of October 1, 2025. Qualitatively, we determined that the fair value of our reporting units were in excess of their carrying value and therefore concluded that no goodwill impairment existed.
There were no events or circumstances indicating that goodwill might be impaired as of December 31, 2025.
Interim Goodwill Impairment Charge - Advanced Polymer Technologies
During the second quarter of 2025, the announcements and subsequent modifications of international tariffs escalated global trade tensions and contributed to increased consumer uncertainty, which negatively impacted parts of our businesses, particularly Advanced Polymer Technologies ("APT"). As a result, we conducted an analysis of the APT reporting unit's goodwill and long-lived assets. This analysis incorporated revised expectations regarding the pace and strength of industrial demand recovery in key markets. In addition, the macroeconomic changes experienced during the quarter contributed to unfavorable movements in key valuation inputs, including an increase in the risk-free rate used in calculating the discount rate.
Our analysis included significant assumptions such as the revenue growth rates, EBITDA margins, and discount rate, which are judgmental. Variations in any assumptions could result in materially different calculations of fair value.
Based on the results of the quantitative analysis, we concluded that the carrying value of the APT reporting unit exceeded its fair value. As a result, we recorded a non-cash goodwill impairment charge of $183.8 million, representing all of the goodwill associated with the APT reporting unit. The charge is included within "Goodwill impairment charge" on the consolidated statements of operations for the twelve months ended December 31, 2025. Specific to our long-lived assets, we determined that the undiscounted cash flows were in excess of the carrying values and therefore concluded that no impairment existed. Our analysis included significant assumptions such as the revenue growth rates, EBITDA margins, and EBITDA exit multiple, which are judgmental. Variations in any assumptions could result in materially different calculations of undiscounted cash flows.
Goodwill Impairment Charge - Performance Chemicals
During the second quarter of 2024, our contracted long-term supplier of CTO provided new information regarding the cost of CTO for the second half of 2024, which significantly exceeded our forecasted costs, resulting in a triggering event for our Performance Chemicals reporting unit. We performed an analysis of the reporting unit’s goodwill, intangibles, and long-lived assets. Our analysis included significant assumptions such as: revenue growth rates, EBITDA margins, and discount rate, which are judgmental, and variations in any assumptions could result in materially different calculations of fair value.
Our analysis reassessed the expected cash flows in light of current performance and expected lack of near term recovery in our industrial specialties product line, resulting in lower volume and profitability expectations. As a result, we concluded that the carrying amount of the Performance Chemicals reporting unit exceeded its fair value, resulting in a non-cash goodwill impairment charge of $306.6 million, which represented all of the goodwill within the Performance Chemicals' reportable segment. The charge was included within "Goodwill impairment charge" on the consolidated statements of operations for the year ended December 31, 2024. Specific to our long-lived assets, we determined that the undiscounted cash flows were in excess of the carrying values and therefore concluded that no impairment existed.
Other Intangible Assets
| In millions | Customer contracts and relationships | Brands (1) | Developed Technology | Total | |||||||||||||||||||
| Gross Asset Value | |||||||||||||||||||||||
| December 31, 2023 | $ | 396.5 | $ | 92.6 | $ | 91.7 | $ | 580.8 | |||||||||||||||
Retirements (2) | (129.0) | — | (1.9) | (130.9) | |||||||||||||||||||
| Foreign currency translation | (2.6) | (1.2) | (1.1) | (4.9) | |||||||||||||||||||
| December 31, 2024 | 264.9 | 91.4 | 88.7 | 445.0 | |||||||||||||||||||
| Retirements | — | — | (4.1) | (4.1) | |||||||||||||||||||
| Foreign currency translation | 11.8 | 5.0 | 4.8 | 21.6 | |||||||||||||||||||
| (82.8) | (14.2) | (19.6) | (116.6) | ||||||||||||||||||||
| December 31, 2025 | $ | 193.9 | $ | 82.2 | $ | 69.8 | $ | 345.9 | |||||||||||||||
| Accumulated Amortization | |||||||||||||||||||||||
| December 31, 2023 | $ | (179.4) | $ | (30.3) | $ | (35.0) | $ | (244.7) | |||||||||||||||
Amortization (4) | (38.9) | (5.5) | (9.9) | (54.3) | |||||||||||||||||||
Retirements (2) | 129.0 | — | 1.9 | 130.9 | |||||||||||||||||||
| Foreign currency translation | 0.9 | 0.4 | 0.6 | 1.9 | |||||||||||||||||||
| December 31, 2024 | (88.4) | (35.4) | (42.4) | (166.2) | |||||||||||||||||||
| Amortization | (15.0) | (5.5) | (10.1) | (30.6) | |||||||||||||||||||
| Retirements | — | — | 3.2 | 3.2 | |||||||||||||||||||
| Foreign currency translation | (4.3) | (1.7) | (2.7) | (8.7) | |||||||||||||||||||
Impairment (3) | 19.2 | 4.9 | 8.4 | 32.5 | |||||||||||||||||||
| December 31, 2025 | $ | (88.5) | $ | (37.7) | $ | (43.6) | $ | (169.8) | |||||||||||||||
Other intangibles, net (5) | $ | 105.4 | $ | 44.5 | $ | 26.2 | $ | 176.1 | |||||||||||||||
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(1) Represents trademarks, trade names, and know-how.
(2) As a result of the Performance Chemicals repositioning, we retired certain customer contract and relationships, and developed technology finite-lived intangible assets.
(3) Impairment related to the Performance Chemicals road markings asset group. See Note 7 for more information.
(4) As a result of the Performance Chemicals repositioning, we accelerated the amortization of certain customer contract and relationship finite-lived intangible assets. This resulted in $22.1 million and $37.4 million of additional expense for the years ended December 31, 2024 and 2023, which is included within the discontinued operations statement of operations within Restructuring and other (income) charges, net. Refer to Note 20 for more information.
(5) The weighted average amortization period remaining for all intangibles is 10.6, while the weighted average amortization period remaining for customer contracts and relationships, brands, and developed technology is 11.2, 11.0, and 7.7, respectively.
Intangible assets subject to amortization were allocated among our business segments as follows:
| December 31, | |||||||||||
| In millions | 2025 | 2024 | |||||||||
| Performance Materials | $ | — | $ | 1.2 | |||||||
Performance Chemicals (1) | 8.5 | 102.5 | |||||||||
| Advanced Polymer Technologies | 167.6 | 175.1 | |||||||||
| Other intangibles, net | $ | 176.1 | $ | 278.8 | |||||||
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(1) The reduction in Performance Chemicals from 2024 to 2025 was primarily due to the Performance Chemicals road markings long lived asset impairment charge.
The amortization expense related to our intangible assets in the table above is shown in the table below.
| Years Ended December 31, | |||||||||||||||||
| In millions | 2025 | 2024 | 2023 | ||||||||||||||
| Selling, general, and administrative expenses | $ | 30.6 | $ | 32.2 | $ | 41.9 | |||||||||||
| Total amortization expense | $ | 30.6 | $ | 32.2 | $ | 41.9 | |||||||||||
Based on the current carrying values of intangible assets, estimated pre-tax amortization expense for the next five years is as follows: 2026 - $20.4 million, 2027 - $20.4 million, 2028 - $20.4 million, 2029 - $20.4 million and 2030 - $14.8 million. The estimated pre-tax amortization expense may fluctuate due to changes in foreign currency exchange rates.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 19, 2025 | |
| 2023 | Feb 22, 2024 | |
| 2022 | Feb 28, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2020 | Feb 19, 2021 | |
| 2019 | Feb 26, 2020 | |
| 2018 | Feb 20, 2019 | |
| 2017 | Feb 28, 2018 | |
| 2016 | Mar 2, 2017 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.