Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Documents Incorporated by Reference:

Information required by Part III (Items 10, 11, 12, 13 and 14) of this document is incorporated by reference to certain portions of the registrant’s definitive Proxy Statement to be distributed in connection with its ~~2021~~2024 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after December 31, ~~2020.~~

2023.

INGREDION INCORPORATED

TABLE OF CONTENTS

Forward-Looking Statements

This Form 10-K 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. 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,” “propels,” “opportunities,” “potential,” “provisional,” 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 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; changing consumer consumption preferences that may lessen demand for products we make; 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; future 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, animal nutrition, beverage and brewing industries; the risks associated with pandemics; the uncertainty of acceptance of products developed through genetic modification and biotechnology; 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; price fluctuations, supply chain disruptions, and shortages affecting inputs to our 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 with respect to 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 our ability to successfully conduct due diligence, integrate acquired businesses or implement and maintain strategic alliances and achieve anticipated synergies with respect to all of the foregoing; 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 on our business of natural disasters, war, threats or acts of terrorism, or the occurrence of other significant events beyond our control; the impact of impairment charges on our goodwill or long-lived assets; changes in government policy, law, or regulation and costs of legal compliance, including compliance with environmental regulation; changes in our tax rates or exposure to additional income tax liability; increases in our borrowing costs that could result from increased interest rates; our ability to raise funds at reasonable rates and other factors affecting our access to sufficient funds for future growth and expansion; interruptions, security incidents, or failures with respect to information technology systems, processes, and sites; volatility in the stock market and other factors that could adversely affect our stock price; 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. 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 Item 1A. Risk Factors below and our subsequent reports on Form 10-Q and Form 8-K.

~~For purposes of this report, unless the context otherwise requires, all references herein to~~PART I.

Ingredion Incorporated (together with its consolidated subsidiaries, the “Company,” “Ingredion,” “we,” “us,” and “our” ~~shall mean Ingredion Incorporated and its consolidated subsidiaries.~~

~~PART~~ I.

~~ITEM 1. BUSINES~~S

~~Our Company~~

~~Ingredion Incorporated (“Ingredion”~~) is a leading global ingredients solutions ~~provider. We turn corn, tapioca, potatoes, plant-based stevia,~~provider that transforms grains, fruits, vegetables and ~~vegetables~~other plant-based materials into value-added ~~ingredients and biomaterials~~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 ~~industries. Ingredion’s common stock~~in-demand ingredients.

Our Purpose is ~~traded on~~to bring the ~~New York Stock Exchange under the ticker symbol “INGR.”~~

potential of people, nature and technology together to make life better. We ~~are principally engaged in the production~~develop, produce and ~~sale~~sell a variety of food and beverage ingredients, primarily starches and sweeteners, for a wide range of ~~industries, and are managed~~industries. Currently, we manage our operations geographically on a regional ~~basis. Our operations are~~basis, with our businesses and investments classified into ~~four~~the following reportable business segments:

•North America – U.S., Mexico and Canada

•South America – Brazil, Colombia, Peru, Ecuador and Argentina

•Asia-Pacific – Thailand, China, Japan, Australia, Indonesia, India, the Philippines, Malaysia, Singapore, New Zealand, Vietnam and previously South Korea, in which we sold our business on February 1, 2024

•Europe, Middle East and Africa (“EMEA”). Our North America segment includes businesses in the U.S., Mexico, and Canada. Our South America segment includes businesses in Brazil, the Southern Cone of South America (which includes Argentina, Peru, Chile, and Uruguay), Colombia, and Ecuador. Our Asia-Pacific segment includes businesses in South Korea, Thailand, China, Australia, Japan, New Zealand, Indonesia, Singapore, the Philippines, Malaysia, India, and Vietnam. Our EMEA segment includes businesses in – Germany, Pakistan, ~~Germany,~~ the United Kingdom, South Africa and ~~South Africa.~~

Poland

~~We supply~~

In November 2023, we announced plans to reorganize our business operations, which will result in a ~~broad range of customers~~change to our reportable business segments. Once the reorganization is complete, which we expect will occur in ~~many diverse industries around the world, including the food, beverage, brewing~~2024, we anticipate that our production assets and commercial efforts will align with a global focus on Texture and Healthful Solutions, a local focus on Food and Industrial Ingredients, and other ~~industries,~~businesses. We will continue to report our results using the existing reportable segment structure until the reorganization is complete, the new segments are operational and discrete financial information consistent with the new segments is being provided to our Chief Executive Officer.

Our products are derived primarily from the processing of corn and other starch-based materials, such as ~~well as the global animal feed markets.~~

tapioca, potato and rice. Our product lines include starches and sweeteners, animal feed products and edible corn oil. Our starch-based products include both food-grade and industrial starches, ~~and~~as well as biomaterials. Our sweetener products include glucose syrups, high maltose syrups, high fructose corn syrup, caramel color, dextrose, polyols, maltodextrins, and glucose and syrup solids. ~~Our products are derived primarily from the processing~~

Geographic Scope and Operations

As of ~~corn and other starch-based materials, such as tapioca, potato, and rice.~~

We continue to expand our product portfolio through capital investments and acquisitions. We are making investments through our plant-based protein product lines, including pulse-based concentrates, flours and isolates. Capital investment commitments for 2021 are anticipated to be between $330 million and $350 million.

~~On July 1, 2020,~~December 31, 2023, we ~~completed our acquisition of 75% ownership of PureCircle Limited (“PureCircle”), the remaining~~ 25% of which is owned by former PureCircle shareholders. PureCircle is one of the leading producers and innovators of plant-based stevia sweeteners and flavors for the food and beverage industry. The acquisition brought global innovation and manufacturing expertise, which we are leveraging withutilized our global ~~go-to-market model, formulation capabilities~~network of 47 manufacturing facilities and ~~broad ingredient portfolio. PureCircle is consolidated by Ingredion for financial reporting purposes.~~

On November 3, 2020, we acquired the remaining 80% of the outstanding shares of Verdient Foods, Inc (“Verdient”). We had previously acquired a 20% equity method investment in Verdient in 2018. Verdient is a Canada-based producer of pulse-based protein concentrates and flours from peas, lentils, and fava beans for human food applications.

joint venture partnerships to support key global product lines. Our manufacturing process is based on a capital-intensive, two-step process that involves the wet-milling and processing of starch-based materials, primarily corn. During the front-end process, the starch-based materials are steeped in a water-based solution and separated into starch and co-products such as ~~animal feed~~protein, fiber and germ used to produce corn oil. The starch is then either dried for sale or further processed to make starches, sweeteners and other ingredients that serve the particular needs of various industries.

~~Table of Contents~~

We believe our approach to production and service, which focuses on local management and production improvements of our worldwide operations, provides us with a unique understanding of the cultures and product requirements in each of the geographic markets in which we operate, bringing added value to our customers through innovative solutions. At the same time, we believe that our corporate functions allow us to identify synergies and maximize the benefits of our global presence.

~~Geographic Scope and Operations~~

Our North America ~~segment consists of operations in the U.S., Mexico, and Canada. The region’s facilities include~~region includes 22 manufacturing facilities ~~producing~~that produce a wide range of starches, sweeteners, gum acacia, ~~peas,~~pea protein, and fruit and vegetable concentrates. ~~We have focused our recent investment on expanding plant-based protein product lines, including pulse-based concentrates, flours and isolates.~~

Our South America ~~segment~~region includes ~~operations in Brazil, Colombia, the Southern Cone of South America, Peru, and Ecuador. The segment includes nine~~seven manufacturing facilities that produce regular, modified, waxy, ~~and~~ tapioca starches, high fructose and high maltose syrups and syrup solids, dextrins and maltodextrins, dextrose, specialty starches, caramel color ~~sorbitol,~~ and ~~vegetable adhesives.~~

sorbitol. We also own 49 percent of Ingrear Holding S.A., which operates five manufacturing facilities in Argentina to produce value-added ingredients for sale to customers in the food, beverage, pharmaceutical and other industries in Argentina, Chile and Uruguay (the “Argentina joint venture”). Ingredion and Grupo Arcor, an Argentine food company, jointly appoint a team of executives to manage the Argentina joint venture.

Table of Con tents

Our Asia-Pacific ~~segment~~region manufactures corn-based products in ~~South Korea,~~ China and ~~Thailand. We also manufacture tapioca-based~~Thailand, tapioca- and rice-based products in Thailand, ~~and plant-based~~ stevia sweetener products in Malaysia and ~~China.~~China, chemically modified starch-based pharmaceutical excipients in India, and spray dried and fine grade mannitol in India. On February 1, 2024, we completed the divestiture of our business in South Korea, which manufactured corn-based products, to an affiliate of the Sajo Group, a food company headquartered in Seoul, South Korea. We supply ~~tapioca, rice and plant-based stevia sweetener~~ products ~~not only~~manufactured in the Asia-Pacific region to ~~our Asia-Pacific segment, but the rest of~~ our global network. ~~The~~As of December 31, 2023, the region’s ~~facilities~~operations include ~~ten~~twelve manufacturing facilities that produce modified, specialty and regular waxy tapioca and rice starches, dextrins, glucose, high maltose syrup, ~~plant-based~~ stevia sweeteners, ~~and flour,~~ dextrose, high fructose corn syrup, caramel color and ~~caramel color.~~

pharmaceutical-grade polyols.

Our Asia-Pacific region includes 88 percent ownership of PureCircle Limited (“PureCircle”), one of the leading producers and innovators of stevia sweeteners and flavors for the food and beverage industry. We also agreed to acquire the remaining 35 percent of shares from our current 65 percent ownership of Mannitab Pharma Specialties Private Limited (“Mannitab”), an Indian manufacturer of spray dried mannitol and fine grade mannitol, by March 2026.

Our EMEA ~~segment~~region includes ~~five~~six manufacturing facilities that produce modified and specialty starches, glucose and dextrose in Pakistan, Germany and the United Kingdom.

~~Additionally,~~ Through our German-headquartered subsidiary KaTech, we offer advanced texture and stabilization solutions to the food and beverage industry.

We utilize a network of tolling manufacturers in various regions in the production cycle of certain specialty starches. In general, these tolling manufacturers produce certain basic starches for us and we in turn complete the manufacturing process of starches through our finishing channels.

~~We utilize~~

Our approach to production and service, which focuses on local management and production improvements of our worldwide operations, provides us with a unique understanding of the cultures and product requirements in each of the geographic markets in which we operate. This allows us to bring added value to our customers through tailored, innovative solutions. Our centralized production planning, distribution and financial functions similarly give us the ability to serve global customers, leverage digital solutions, ration production capacity, identify synergies, and maximize the benefits of our global ~~network of manufacturing facilities to support key global product lines.~~

presence.

Products

Our portfolio of products is generally classified into the following categories: Starch Products, Sweetener Products, and Co-products and others. Within these categories, we identify a portion of our products ~~are considered~~as specialty ~~ingredients. We refer to~~ingredients and the remainder of our products as core ~~products. We describe these three general product categories in more detail below, along with a broader discussion of specialty ingredients within the product portfolio.~~

ingredients.

Starch ~~Products:~~ products: Our starch products represented approximately 47 percent, 46 percent and 45 percent of our net sales for ~~each of 2020, 2019~~2023, 2022 and ~~2018.~~2021, respectively. Starches are an important component in a wide range of processed foods, where they are used for adhesion, clouding, dusting, expansion, fat replacement, freshness, gelling, glazing, mouthfeel, stabilization and texture. Cornstarch is sold to cornstarch packers for sale to consumers. Starches are also used in paper production to create a smooth surface for printed communications and to improve strength in recycled papers. Specialty paper starches are used for enhanced drainage, fiber retention, oil and grease resistance, improved printability and biochemical oxygen demand control. The textile industry uses starches and specialty starches for sizing (abrasion resistance) to provide size and finishes for manufactured products. Industrial starches are used in the production of construction materials, textiles, adhesives, pharmaceuticals and cosmetics, as well as in mining and water ~~filtration, and oil and gas drilling.~~filtration. Specialty industrial starches are used for biomaterial applications, including biodegradable plastics, fabric softeners and detergents, hair and skin care applications, dusting powders for surgical gloves, and in the production of glass fiber and insulation.

~~Table of Contents~~

Sweetener ~~Products:~~ products: Our sweetener products represented approximately 3534 percent, 3633 percent and 3633 percent of our net sales for ~~2020, 2019~~2023, 2022 and ~~2018,~~2021, respectively. Sweeteners include products such as glucose syrups, high maltose syrup, high fructose corn syrup, dextrose, polyols, maltodextrin, glucose syrup solids and non-GMO (genetically modified organism) syrups. Our sweeteners are used in a wide variety of food and beverage products, such as baked goods, snack foods, canned fruits, condiments, candy and other sweets, dairy products, ice cream, jams and jellies, prepared mixes, table syrups, ~~soft drinks, fruit-flavored drinks, beer,~~ and ~~many others.~~beverages. These sweetener products ~~also~~ offer functionality in addition to sweetness, such as texture, body and viscosity; help control freezing points, crystallization and browning; add humectancy (ability to add moisture) and flavor; and act as binders. Our high maltose syrups speed the fermentation process, allowing brewers to increase capacity without adding capital. Dextrose has a wide range of applications in the food and confection industries, in solutions for intravenous (“IV”) and other pharmaceutical applications, and in numerous industrial applications like wallboard, biodegradable surface

Table of Con tents

agents and moisture control agents. Our specialty sweeteners provide affordable and natural, reduced calorie and sugar-free solutions for our customers.

Co-products and others: Co-products and others ~~accounted for~~represented approximately 19 percent, 1821 percent and 1822 percent of our net sales for ~~2020, 2019~~2023, 2022 and ~~2018,~~2021, respectively. ~~Refined~~We sell refined corn oil (from germ) ~~is sold~~ to packers of cooking oil and to producers of margarine, salad dressings, shortening, mayonnaise and other foods. ~~Corn~~We also sell corn gluten feed ~~is sold~~ as animal ~~feed. Corn~~feed and corn gluten meal ~~is sold~~ as high-protein feed for chickens, pet food and aquaculture. Our other products include fruit and vegetable products, such as concentrates, purees and essences, as well as pulse proteins and hydrocolloids systems and blends.

Specialty ~~Ingredients~~ingredients within the product portfolio: WeWithin our three product portfolios, we consider certain of our products to be specialty ingredients. Specialty ingredients ~~accounted for~~represented approximately 3234 percent, 34 percent and 33 percent of our net sales for ~~2020, up from 30 percent~~2023, 2022 and ~~29 percent in 2019 and 2018,~~2021, respectively. These ingredients deliver more functionality than our other products and add additional customer value. Our specialty ingredients are aligned with growing market and consumer trends such as health and wellness, clean-label, simple ingredients, affordability, indulgence and sustainability.

We drive growth for our specialty ingredients portfolio by leveraging the following ~~five~~ growth platforms: ~~Starch-based Texturizers, Clean and Simple Ingredients, Sugar Reduction and Specialty Sweeteners, Food Systems, and Plant-based Proteins.~~

Starch-based Texturizers: These ingredients support the structure and texture behind great eating experiences. Products are made from corn, potato, rice and tapioca, and offer a multitude of textures, functionalities and stability during processing and shelf life to a broad range of food products.

Clean and Simple Ingredients:These functional ingredients address the clean label trend for finished products made with shorter lists of food ingredients that have achieved broad consumer acceptance. From food and beverages to pet food and personal care, consumers are looking for clean, simple, natural and authentic products that they can identify and trust. The broad portfolio of clean label ingredients ~~includes:~~includes starches, sweeteners, flours, nutrition ingredients, emulsifiers, and fruit and vegetable concentrates.

Sugar Reduction and Specialty Sweeteners: These solutions provide sweetness ~~and~~or functional replacement for sugar in reduced-calorie and sugar-free foods and beverages without sacrificing quality and consistency. These specialty ingredients are made from a variety of GMO and non-GMO raw material bases and include such ingredients as ~~plant-based~~ stevia sweeteners, polyols, dextrose and allulose, which is a rare sugar.

Food Systems: These systems deliver ~~proven~~ ingredient combinations ~~to accelerate product development~~ that ~~enable customers to get to market faster.~~simplify a customer’s production cycle. A food system can address an array of functional challenges, ~~including:~~including mouthfeel/texture for dairy and alternative dairy products, thickening of sauces, stabilization in high-protein drinks, gelling for fruit fillings, film formers for candy shells, foaming and frothing, adding soluble fibers and nutritional ingredients, adhering particles to breads, and emulsification of flavors.

~~Table of Contents~~

Plant-based Proteins: These specialty pulse-based protein ingredients bring solutions made from ~~lentils, chickpeas,~~ fava beans and peas. They add protein, dietary fiber, micronutrients and texture to food and beverages.

Core ingredients within the product portfolio

: We refer to the remainder of our starch products, sweetener products and co-products that do not fall into specialty ingredients, as defined above, as core ingredients. Core ingredients represented approximately 66 percent, 66 percent and 67 percent of our net sales for 2023, 2022 and 2021, respectively.

Table of Con tents

Competition

The starch and sweetener industry is highly competitive. Competition within our markets is largely based on product functionality, price and quality. ~~Many of our products are viewed as basic ingredients that compete with virtually identical products and derivatives manufactured by other companies in the industry.~~ The U.S. is a highly competitive market with operations by other starch processors, several of which are divisions of larger enterprises. Some of these competitors, unlike us, have vertically integrated their starch processing and other operations. ~~Competitors~~Our competitors include, ~~ADM’s Starches and Sweeteners business within its Carbohydrates Solutions business segment~~among others, Archer-Daniels-Midland Company (“~~ADM,” a division of Archer-Daniels-Midland Company)~~ADM”), Cargill, Inc. ~~(“Cargill”)~~, Tate & Lyle ~~Ingredients Americas, Inc. (“Tate & Lyle”),~~PLC, and ~~several others.~~Primient. Our operations in Mexico and Canada face competition from U.S. imports and local producers including ALMEX, a Mexican joint venture between ADM and ~~Tate & Lyle.~~Primient. In South America, Cargill ~~has~~maintains starch processing operations in Brazil and Argentina. We also face competition from Roquette Frères S.A. ~~(“Roquette”)~~, primarily in our EMEA, North America ~~region. Many smaller~~and Asia-Pacific regions. Smaller local corn and tapioca processors also operate in ~~many~~some of our markets.

~~Several~~

Some of our products also compete with products made from raw materials other than corn. High fructose corn syrup and monohydrate dextrose compete principally with cane and beet sugar products. Co-products such as corn oil and gluten meal compete with products of the corn dry milling industry and with soybean oil, soybean meal and other products. Fluctuations in prices of these competing products may affect prices of, and profits derived from, our products.

Customers

We supply a broad range of customers in over 60 industries worldwide. The following table ~~provides~~shows the approximate ~~percentage~~portion of total net sales by industry for each of ~~our~~the industries we served in ~~2020:~~

Total

North

South

Asia

Industries Served

Company

America

America

Pacific

EMEA

Food

54
%
50
%
46
%
64
%
71
%
Beverage

10

13

7

5

1

Brewing

7

8

16

3

—

Food and Beverage Ingredients

71

71

69

72

72

Animal Nutrition

10

10

16

5

7

Other

19

19

15

23

21

Total Net sales

100
%
100
%
100
%
100
%
100
%

2023:


Industries Served	Total Ingredion		North America		South America		Asia- Pacific		EMEA
Food	54	%	50	%	52	%	66	%	71	%
Beverage	9		12		1		6		1
Brewing	7		7		16		3		—
Food and Beverage Ingredients	70		69		69		75		72

Animal Nutrition	10		11		13		4		6
Other	20		20		18		21		22
Total Net Sales	100	%	100	%	100	%	100	%	100	%

No customer accounted for 10 percent or more of our net sales in ~~2020, 2019,~~2023, 2022 or ~~2018.~~

2021.

Raw Materials

Corn (primarily yellow dent) is the primary basic raw material we use to produce starches and sweeteners. ~~The supply of corn in the U.S. has been, and is anticipated to continue to be, adequate for our domestic needs.~~ The price of corn, which is determined by reference to prices on the Chicago Board of Trade, fluctuates as a result of various factors, ~~including:~~including farmers’ planting decisions, climate, domestic and foreign government policies (including those related to the production of ethanol), livestock feeding, shortages or surpluses of world grain supplies, and trade agreements. We use ~~starch~~chips and slices from potato processors as the primary raw material to manufacture ~~ingredients derived from~~ potato-based starches. We also use tapioca, ~~gum,~~particularly in certain of our production processes in the Asia-Pacific region. In addition to corn, potatoes, and tapioca, we use pulses, gums, rice, ~~plant-based~~ stevia, yellow peas and sugar as raw ~~materials.~~

materials, among others.

~~Table of Contents~~

Corn is also grown in other areas of the world, including China, Brazil, Europe, Argentina, Mexico, South Africa, Canada and Pakistan. Our subsidiaries outside the U.S. utilize both local supplies of corn and corn imported from other geographic areas, including the U.S. ~~The~~, and we generally expect the supply of corn for these subsidiaries ~~is also generally expected~~ to be adequate for our needs. Corn prices for our non-U.S. ~~affiliates generally~~subsidiaries fluctuate as a result of the same factors that affect U.S. corn prices.

We also utilize specialty grains such as waxy and high amylose corn, as well as proprietary seed varietals in our operations. In general, the planning cycle for our specialty grain sourcing begins three years in advance of the anticipated delivery of the specialty corn, since the necessary seed must be grown in the season ~~prior~~before we contract to ~~grain contracting. In order to~~buy the grain. To secure these specialty grains at the time of our anticipated needs, we contract with certain farmers to grow the specialty corn approximately two years in advance of delivery. These specialty grains have a higher cost due to their more limited supply and require longer planning cycles to mitigate the risk of supply shortages.

Table of Con tents

Due to the competitive nature of our industry and the availability of substitute products not produced from corn, such as sugar from cane or beets, end-product prices in any period may not ~~necessarily~~ fluctuate in a manner that correlates to raw material costs of ~~corn.~~

corn during that period.

We use derivative hedging contracts to protect the gross margin of our fixed (“firm”) priced business, primarily in North America, and we follow a policy of hedging our exposure to commodity price fluctuations with commodities futures and options contracts, primarily for certain ~~of our~~ North American corn purchases. ~~We use derivative hedging contracts to protect the gross margin of our firm-priced business primarily in North America.~~ Other operations may ~~or may not~~ be hedged ~~at any given time~~ based on our management’s judgment as to the need to fix the costs of our raw materials to protect our profitability. Outside of North America and Europe, we generally enter into short-term commercial sales contracts and adjust our selling prices based upon the local raw material costs. See Item 7A. Quantitative and Qualitative Disclosures about Market Risk ~~in the section entitled “Commodity Costs”~~ for additional information.

Other raw materials used in our manufacturing processes include starch from potato processors as the primary raw material to manufacture ingredients derived from potato-based starches. In addition, we use tapioca, particularly in certain of our production processes in the Asia-Pacific region. While the price of tapioca fluctuates from time-to-time as a result of growing conditions, the supply of tapioca has been, and is anticipated to continue to be, adequate for our production needs in the various markets in which we operate. In addition to corn, potato, and tapioca, we use pulses, gums, rice, plant-based stevia, peas, and sugar as raw materials, among others.

Research and Development

~~We have a~~

Our global network of ~~more than~~approximately 500 scientists ~~working~~creates innovative food solutions in 32 Ingredion Idea Labs® ~~innovation centers~~ with headquarters in Bridgewater, New Jersey. Activities at Bridgewater include plant science and physical, chemical and biochemical modifications to food formulations, food sensory evaluation, and development of non-food applications such as starch-based biopolymers. In addition, we have product application technology centers that direct our product development teams ~~worldwide~~globally to create product application solutions to better serve the ingredient needs of our customers. Product development activity is focused on developing product applications for identified customer and market needs. Through this approach, we have developed value-added products for use by customers in various industries. We usually collaborate with customers to develop the desired product application either in the customers’ facilities, our technical service laboratories, or on a contract basis. ~~These efforts are~~

Research and development (“R&D”) is supported by our marketing, product technology, and technology support staff. R&D expense was approximately $43 million in 2020, $44 million in 2019, and $46 million in 2018. Our R&D expense represents investment in new product development and innovation. Our R&D is further supplemented byemployees, as well as technical support services, to assist our customers with application development and co-creation.

We invest in R&D and digital transformation solutions to support new product development and innovation, to enable greater value delivery to our customers, to reduce waste and lower our costs, and to drive operational excellence.

~~Table of Contents~~

Sales and Distribution

Our salaried sales ~~personnel,~~workforce, who are generally dedicated to customers in a geographic region, sell our products directly to manufacturers and distributors. In addition, we have ~~staff~~employees that provide technical support to our sales personnel on an industry basis. We generally contract with trucking companies to deliver our bulk products to customer destinations. In North America, we generally use trucks to ship to nearby customers. For those customers located considerable distances from our manufacturing facilities, we primarily use either rail transport or a combination of ~~railcars~~rail transport and trucks to deliver our products. ~~We generally lease railcars for terms~~

Patents and Trademarks

As of ~~three to ten years.~~

~~Patents, Trademarks, and Technical License Agreements~~

WeDecember 31, 2023, we owned more than ~~1,750 and 750~~1,900 patents and patents pending, ~~as of December 31, 2020 and 2019, respectively,~~ which relate to a variety of products and processes, ~~and~~as well as a number of established trademarks under which we market our products. We also have the right to use other patents and trademarks pursuant to patent and trademark licenses. We do not believe that any individual patent or group of related patents or any trademark is material to our business. ~~There is no currently pending challenge to~~

Human Capital

We believe the ~~use or registration of any~~strength of our ~~patents or trademarks that would have~~workforce is one of the significant contributors to our success as a ~~material negative impact on~~global company. Attracting, developing and retaining global talent with the right skills to drive our business oris central to our ~~results~~values and long-term growth strategy. All of ~~operations if decided in a manner adverse~~our employees contribute to ~~us.~~

our success and help us drive financial performance.

Table of Con tents

~~Human Capital Resources~~

Workforce Profile

As of December 31, ~~2020, the Company had~~2023, Ingredion employed approximately ~~12,000 employees,~~11,600 people, of whom approximately ~~2,600~~3,200 were located in the U.S. ~~As of the same date, approximately 31~~and Canada. Approximately 32 percent of our U.S. and Canadian employees ~~and 32 percent~~are members of labor unions. Our collective bargaining agreement at our ~~total Company~~Bedford Park, Illinois manufacturing facility, which covers approximately 250 employees, ~~were unionized.~~

expires in 2024.

The following table provides additional information about our employees as of December 31, ~~2020.~~

Percentage of

Percentage of

Approximate

Non-unionized

Unionized

Region

Number of Employees

Employees

Employees

North America

5,000

78

22

South America

3,000

36

64

Asia-Pacific

2,500

94

6

EMEA

1,500

63

37

Total Company

12,000

68

32

2023:


Region						Approximate Number of Employees
North America						5,200
South America						2,250
Asia-Pacific						2,650
EMEA						1,500
Total Ingredion						11,600

Workplace Safety

The overall well-being and safety of our employees and customers is one of our top priorities. We ~~believe~~continue our strong focus on maintaining an injury-free workplace and invest in training, workplace resources and continuous improvement methodologies to improve safety results and ensure responsible management of all our facilities, particularly in our manufacturing plants, which continue to represent the greatest safety and health risks. A workplace safety goal represents a part of each employee's personal performance objectives each year as we strive to achieve an injury-free work environment.

Culture and Employee Engagement

We conduct confidential engagement surveys of our global workforce. Executive officers and leaders throughout the organization review aggregate survey results and create action plans at global, regional, functional and managerial levels. Furthermore, we employ a flexible approach for our office-based employees on how and where we work. We focus on agile ways of working that enable colleagues to work remotely when appropriate and organize our ~~future growth~~offices to foster connection and ~~innovation depend on a company culture that values~~collaboration.

Inclusion and ~~promotes diversity~~Belonging

Our Executive Leadership Team and ~~inclusion.~~Board of Directors lead our Purpose and drive inclusion and belonging throughout the organization. Our ~~diverse~~program structure includes regional councils and ~~inclusive workforce fuels our high-performance culture~~global councils, which are collectively composed of regional and ~~attracts~~functional business leaders, human resource partners and ~~helps us to retain top talent and sustain our competitive advantage.~~

select Business Resource Group (“BRG”) leaders.

We leverage the diverse experience and skills of our ~~Business Resource Groups (“BRGs”)~~BRGs to help inform our business strategy. Our nine BRGs, ~~such as Alliance of Black Employees, Women of Ingredion Network, and PRIDE for our LGBTQ+ cohorts, are integral in maintaining and improving a culture of inclusion and belonging at Ingredion. We~~which we have implemented ~~BRGs~~ across our global ~~operations. Our BRGs~~operations, play ~~an essential~~a role in connecting employees across ~~regions~~geographies and business areas, by providing ~~them~~colleagues with opportunities to enhance cultural awareness, enable collaboration, and ~~enable collaboration.~~

~~In addition, we have joined~~inform our strategies for a broad consumer marketplace.

We also participate in the Paradigm for Parity® coalition, ~~pledging our commitment~~aspiring to ~~achieving~~achieve gender parity ~~in corporate leadership roles by 2030. Currently, both the Company’s~~at manager level and above. As of December 31, 2023, employees who self-identify as women accounted for more than 30 percent of our Executive Leadership Team and 40 percent of our independent members of our Board of ~~Directors~~Directors. Additionally, the Bloomberg Gender-Equality Index (“GEI”), a modified market capitalization-weighted index that aims to track the performance of public companies committed to transparency in gender-data reporting, has included Ingredion in the GEI for seven years. We use the GEI as a benchmark to measure our performance and evaluate opportunities for improvement.

In December 2023, the Human Rights Campaign Foundation designated Ingredion as a top scorer in its ~~Executive Leadership team are comprised of more than 25% women. The Paradigm for Parity Action Plan is to significantly increase~~2023-2024 Corporate Equality Index with the ~~number of women~~Equality 100 Award: Leader in ~~senior operating roles.~~

LGBTQ+ Workplace Inclusion.

To continue to attract, develop, and retain top talent, the Company employs a variety of tools and strategies to assess capabilities, identify skills gaps and provide growth and advancement opportunities based on the needs of the business and our employees. Our total approach to compensation and benefits rewards our employees based on the overall contribution to the business. In addition, we regularly assess employee engagement levels and proactively seek continuous improvement in the workplace.

Government Regulation

As a manufacturer and marketer of food items and items for use in the pharmaceutical industry, our operations and the use of many of our products are subject to ~~various~~ federal, state, foreign and local statutes and regulations, including the Federal Food, Drug and Cosmetic Act and the Occupational Safety and Health Act. We and many of our products are also subject to regulation by ~~various government agencies, including~~ the U.S. Food and Drug ~~Administration.~~Administration and other government agencies. Among other things, applicable regulations of these agencies prescribe requirements and establish standards for product quality, purity and labeling. Failure to comply with one or more regulatory requirements can result in a variety of sanctions, including monetary fines. No ~~such~~material fines ~~of a material nature~~ were imposed on us in ~~2020.~~2023. We may also be required to comply with federal, state, foreign and local laws regulating food handling and storage. We believe these laws and regulations have not negatively affected our competitive position.

Our operations are also subject to ~~various~~ federal, state, foreign and local laws and regulations ~~with respect to~~for environmental matters, including air and water quality, ~~and~~as well as other regulations intended to protect public health and the environment. We operate industrial boilers that fire natural gas, coal, or biofuels to operate our manufacturing ~~facilities and they,~~facilities. Those boilers, along with product dryers, are our primary source of greenhouse gas emissions. In Argentina, we are in discussions with local regulators addressing our possible undertaking to conduct studies of possible environmental remediation programs at our Chacabuco manufacturing facility. We are unable to predict the outcome of these discussions, but do not believe that the ultimate cost of remediation will be material.

During ~~2020,~~2023, we spent ~~approximately $12~~$36 million for environmental control and wastewater treatment equipment to be incorporated into existing facilities and in planned construction projects. We currently anticipate that we will invest approximately ~~$26~~$36 million for environmental facilities and programs in ~~2021.~~

2024.

Based on current laws and regulations and ~~the~~their enforcement and ~~interpretations thereof,~~interpretation, we do not expect that the costs of future environmental compliance will be a material expense, although there can be no assurance that we will remain in compliance or that the costs of remaining in compliance will not have a material adverse effect on our future financial condition and results of operations.

~~Other~~

Additional Information

Our ~~Internet~~website address is ~~www.ingredion.com.~~www.ingredion.com and our investor website is www.ir.ingredionincorporated.com. We make available, free of charge through our ~~Internet~~investor website, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. ~~These~~We make these reports ~~are made~~ available as soon as reasonably practicable after ~~they are~~we electronically ~~filed~~file them with or ~~furnished~~furnish them to the Securities and Exchange Commission. Our corporate governance guidelines, board committee charters and code of ethics are posted on our investor website, ~~the address of which is www.ingredion.com,~~ and ~~each is~~will be made available in print without charge to any stockholder upon request in writing to our principal executive offices at Ingredion Incorporated, 5 Westbrook Corporate Center, Westchester, Illinois 60154, Attention: Corporate Secretary. The ~~contents of~~information on, or accessible through, our website ~~are~~is not a part of, and is not incorporated by reference into, this report.

Information about our Executive Officers

~~Set forth below, as~~

Following the November 2023 announcement of ~~January 31, 2021, is information about all~~our plans to reorganize our operations, some of our executive officers ~~indicating their positions and offices with the Company and other business experience.~~were identified for new roles beginning in 2024. Our executive officers and their roles as of February 21, 2024 are elected annually by the Board to serve until the next annual election of officers and until their respective successors have been elected and have qualified, or until their earlier resignation or removal by the Board.

as follows:

Name

Age

~~Age~~

Positions, Offices and Business Experience

James P. Zallie

President and Chief Executive Officer since January 1, 2018. ~~Prior to assuming his current position, Mr. Zallie served as~~ Executive Vice President, Global Specialties and President, Americas from January 1, 2016 to December ~~31,~~ 2017. Mr. Zallie previously served as Executive Vice President, Global Specialties and President, North America and EMEA from January 6, 2014 to December 31, 2015; Executive Vice President, Global Specialties and President, EMEA and Asia-Pacific from February 1, 2012 to January 5, 2014; and ExecutiveDirector of Sylvamo Corporation, a global producer of uncoated papers.

Valdirene Evans

Senior Vice President and President, Global ~~Ingredient~~Texture Solutions ~~from October 1, 2010 to~~as of January 31, 2012. Mr. Zallie previously served as President and Chief Executive Officer of the National Starch business from January 2007 to September 30, 2010 when it was acquired by Ingredion. Mr. Zallie worked for National Starch for more than 27 years in various positions of increasing responsibility, first in technical, then marketing and then international business management positions. Mr. Zallie serves as a director of Northwestern Medicine Lake Forest Hospital, a not-for-profit organization. Mr. Zallie earned a bachelor’s degree in food science from Pennsylvania State University, and both a master’s degree in food science and technology and a master’s degree in finance from Rutgers University.

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~~Elizabeth Adefioye~~	52	Senior Vice President and Chief Human Resources Officer since March 1, 2018. Prior to assuming her current position, Ms. Adefioye served as Vice President, Human Resources, North America and Global Specialties, a position she held from September 12, 2016. She previously served as Vice President Human Resources Americas of Janssen Pharmaceutical, a subsidiary of Johnson & Johnson, with responsibilities for the strategic talent agenda, employee engagement and organizational capabilities efforts with respect to more than 5,000 employees from June 2015 to September 2016. From February 2013 to June 2015, she served as Worldwide Vice President Human Resources, Cardiovascular and Specialty Solutions of Johnson & Johnson Medical Devices Sector. Ms. Adefioye served as Vice President Human Resources Global Manufacturing and Supply of Novartis Consumer Health from February 2012 to January 2013, and as Vice President, Human Resources, North America of Novartis Consumer Health from September 2008 to January 2012. Ms. Adefioye served as Region Head, Human Resources Emerging Markets of Novartis OTC, from January 2007 to September 2008. Previously, she served as Regional Human Resources Director – Central and Eastern Europe, Greece & Israel of Medtronic plc. from February 2001 to December 2006. She served as Senior Human Resources Manager of Bristol-Myers Squibb UK from January 2000 to January 2001. Ms. Adefioye holds a bachelor's degree in chemistry from Lagos State University in Lagos, Nigeria and a postgraduate diploma in human resources management from the University of Westminster in London, England, United Kingdom. She also received a diploma in building leadership capability from Glasgow Caledonian University in Glasgow, Scotland, United Kingdom. Ms. Adefioye served as a Fellow of the Chartered Institute of Personnel Development and is a member and Director of the Society for Human Resources Management. Ms. Adefioye also serves as a Director of the non-profit Skills for Chicagoland’s Future.

~~Valdirene Bastos-Licht~~	53	2024. Senior Vice President and President, ~~APAC~~Asia-Pacific and Global Head of Pharma, Home and Beauty ~~since~~from October ~~1, 2020. Previously, Ms. Bastos-Licht served as~~2020 to December 2023. Senior Vice President and President, Asia-Pacific from March 1, 2018 to September ~~30,~~ 2020. ~~Ms. Bastos-Licht served as~~ Senior Vice President, Asia-Pacific of Solvay SA's Euro Novecare operation, from August 2012 to February 2018. Solvay is a Belgian leader in the specialty chemical industry. The Euro Novecare operation provides chemicals for home and personal care, agriculture, coatings, oil and gas, and industrial applications. Prior to that, she served as Vice President and General Manager – Brazil of Cardinal Health Nuclear Pharmacy – Brazil from August 2011 to August 2012. Ms.Bastos-Licht began her career with BASF, a producer of chemicals and related products, where she spent 21 years in various positions of increasing complexity in IT, operational and strategic supply chain and global strategic and operational marketing, most recently serving as Vice President, General Manager Care Chemicals Division – South America. Ms. Bastos-Licht holds both a bachelor's and a licensing degree in mathematics from Fundacao Santo Andre in Brazil and a Master of Science degree in management from the MIT Sloan School of Management.

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~~Table of Contents~~

Larry Fernandes	59		56		Senior Vice President and Chief Commercial &and Sustainability Officer ~~of the Company~~ since July ~~17,~~ 2018. ~~Prior to assuming his current position, Mr. Fernandes served as~~ Senior Vice President and Chief Commercial Officer ~~since~~from March 1,2018 to July 2018. ~~Prior thereto, Mr. Fernandes served as President and General Director, Mexico, from January 1, 2014 to February 28, 2018. Prior to that, he served as~~
Davida M. Gable		57		Vice President, Corporate Controller since joining Ingredion in October 2021. Head of Global Accounting and ~~General Manager, U.S./Canada~~External Reporting at Wayfair Inc., an e-commerce company, from August 2020 to September 2021, and Assistant Controller at AK Steel Holdings Corporation, an integrated steel manufacturer, from May 1, 2013 to December 31, 2013. Prior to that, Mr. Fernandes was Vice President, Global Beverage and General Manager, Sweetener and Industrial Solutions, U.S./Canada from November 1, 2011 to April 30, 2013. Prior to that, he served as Vice President Food and Beverage Markets from October 1, 2009 to October 31, 2011. Prior thereto, he served in several roles of increasing responsibility in the Commercial organization from May 7, 1990 to September 30, 2009. Prior to joining Ingredion, Mr. Fernandes worked at QuakerChem Canada Ltd. as a Technical Sales Manager. Mr. Fernandes was a member of the executive board of Nueva Vision para el Desarrollo Agroalimentario de Mexico A.C. (Mexican representation of a New Vision for Agriculture, a global initiative of the World Economic Forum) and a member of the executive board of IDAQUIM (representing Corn Refining in Mexico). Mr. Fernandes was also a member of the board of directors of the Corn Refiners Association (CRA) and the board of directors of the International Stevia Council (ISC). Mr. Fernandes holds a bachelor’s degree in chemical engineering with a minor in accounting from McGill University in Montreal, Canada. July 2020.

James D. Gray	57		54		Executive Vice President and Chief Financial Officer since March 1, 2017. Prior to assuming his current position, he served as Vice President, Corporate Finance and Planning, from April 1, 2016 to February 28, 2017. Mr. Gray previously served as Vice President, Finance, North America from January 6, 2014 when he joined the Company, to March 31, 2016. Prior to that, Mr. Gray was employed by PepsiCo, Inc. from December 1, 2004 to January 3, 2014. He served as Chief Financial Officer, Gatorade division and Vice President Finance of PepsiCo, Inc. from August 16, 2010 to January 3, 2014. Prior to that Mr. Gray served as Vice President Finance PepsiCo Beverages North America from December 1, 2004 to August 14, 2010. Mr. Gray holds a bachelor’s degree in business administration from the University of California, Berkeley, and a master’s degree from the Kellogg School of Management, Northwestern University.
Tanya Jaeger de Foras		53

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~~Jorgen Kokke~~

Executive Vice President and President, Americas since October 1, 2020. Prior to assuming his current position, Mr. Kokke served as Vice President, Global Specialties, and President, North America from February 5, 2018 until September 30, 2020. Mr. Kokke previously served as Senior Vice President, Chief Legal Officer, Corporate Secretary and ~~President, Asia-Pacific~~Chief Compliance Officer since joining Ingredion in November 2021. Deputy General Counsel and ~~EMEA from January 1, 2016 to February 4, 2018. Previously, Mr. Kokke served as Senior Vice President and President, Asia-Pacific~~Chief Compliance Officer for Whirlpool Corporation, a global home appliance manufacturer, from September ~~16, 2014 to December 31, 2015, and as Vice President and General Manager, Asia-Pacific from January 6, 2014~~2019 to September ~~15, 2014. Prior~~2021. EMEA Regional General Counsel for Whirlpool from June 2015 to that, Mr. Kokke served as Vice President and General Manager, EMEA since joining National Starch (acquired by Ingredion October 1, 2010) on March 1, 2009. Prior to that, he served as a Vice President of CSM NV, a global food ingredients supplier, where he had responsibility for the global Purac Food & Nutrition business from 2006 to 2009, Prior to that, Mr. Kokke was Director of Strategy and Business Development at CSM NV. Prior to that, he held a variety of roles of increasing responsibility in sales, business development, marketing and general management in Unilever’s Loders Croklaan Group. Mr. Kokke holds a master’s degree in economics from the University of Amsterdam.

August 2019.

Michael O'Riordan

~~Stephen K. Latreille~~

Vice President and Corporate Controller since April 1, 2016. Prior to assuming his current position, Mr. Latreille served as Vice President, Corporate Finance, from August 5, 2014 to March 31, 2016. From August 26, 2014 to November 18, 2014, Mr. Latreille also led the Company’s Investor Relations and Corporate Communications function on an interim basis. He previously served as Director, Corporate Finance and Planning from March 4, 2013, when he joined the Company, to August 4, 2014. Prior to that, Mr. Latreille was employed by Kraft Foods, Inc., then the world’s second largest food company, for over 18 years. He held several positions of increasing responsibility while at Kraft Foods. Prior to his time with Kraft Foods, Mr. Latreille held several positions at Rand McNally & Company, a leading provider of maps, navigation and travel content, and Price Waterhouse, one of the world’s largest accounting firms. Mr. Latreille is a member of the advisory board of the Department of Finance, Broad College of Business, Michigan State University and of Ladder Up, a not-for-profit organization that provides free financial services in Illinois. Mr. Latreille holds a bachelor’s degree in accounting from Michigan State University and a Master of Business Administration degree from the Kellogg School of Management at Northwestern University. He is a member of the American Institute of Certified Public Accountants.

~~Table of Contents~~

~~Pierre Perez y Landazuri~~

Senior Vice President, Texture ~~Protein~~ & ~~Performance Specialties~~Healthful Solutions, EMEA and Asia-Pacific, as of January 2024. Board Chairman, Rafhan Maize Ltd., a Company affiliate in Pakistan, since March 2023. Regional President, EMEA, ~~since January 4, 2021. Prior~~from October 2020 to ~~assuming his current position, Mr. Perez y Landazuri served as~~ December 2023. Global Vice President, Marketing and Springboards, from July 2016 to September 2020.

Rob Ritchie

Senior Vice President, Food & Industrial Ingredients, LATAM and U.S./Canada, as of January 2024. Senior Vice President, ~~EMEA~~Food & Industrial Ingredients, Americas, from May 2023 to December 2023. Regional President, Mexico, U.S./Canada Sweetener Solutions, Industrial Solutions and Kerr Concentrates from January ~~1, 2018~~2021 to ~~January 3, 2021. Mr. Perez y Landazuri served as Vice~~April 2023. President and General ~~Manager, EMEA for the Company’s subsidiary, Ingredion Germany GmbH,~~Director, Mexico, from ~~April 15, 2016~~March 2018 to December 31, 2017. Before joining Ingredion, Mr. Perez y Landazuri was employed by CP Kelco, a global producer of specialty hydrocolloid ingredients from September 2000 to March 2016. He most recently served as Vice President, Asia-Pacific from January 2014 to March 2016 in Shanghai, China and Singapore. Prior to that, he served as Vice President & General Manager, Asia-Pacific from June 2011 to December 2013 and as Marketing & Strategy Director from January 2010 to May 2011 in Shanghai. Prior to that, Mr. Perez y Landazuri held a number of marketing, sales and product management roles at CP Kelco in Paris, France. Early in his career, he was employed by Rohm and Haas, BASF and Hercules in sales, marketing and engineering positions. Mr. Perez y Landazuri holds a master’s degree in chemical process engineering from ENSCP Graduate School of Chemistry (now Chimie ParisTech) in Paris, France.

2020.

Eric Seip

Senior Vice President, Global Operations and Chief Supply Chain Officer since January 11, 2021. In this role, Mr. Seip leads global manufacturing, supply chain and procurement excellence while driving world-class safety, delivering cost savings through efficiency management and accelerating digital transformation. Additionally, Mr. Seip develops, implements and maintains supply chain strategies to ensure the continued identification and assimilation of innovative thinking and best practices. Mr. Seip brings more than 30 years of global operations and supply chain experience in asset expansions, integrations, turnarounds, operations strategy, Lean Six Sigma and change management. Before joining Ingredion ~~Mr. Seip was senior vice president, global procurement and supply chain~~in January 2021. Senior Vice President, Global Supply Chain at ChampionX Holding Inc. (formerly Ecolab), ~~a global~~an oil and gas equipment and services company, ~~where he was responsible for more than 30 chemical plants. Mr. Seip holds a bachelor’s degree in chemistry~~ from ~~the University of Pittsburgh and earned a master’s degree in finance~~January 2020 to January 2021. Senior Vice President, Global Supply Chain at Ecolab from ~~Pepperdine University.~~

December 2011 to December 2019.

Nancy Wolfe

Senior Vice President and Chief Human Resources Officer since joining Ingredion in January 2022. Senior Vice President, Human Resources at Bayer Crop Science (formerly Monsanto), an agriculture, chemical and biochemical solutions company, from June 2018 to January 2022.

~~Table of Contents~~

Jeremy Xu

Senior Vice President, Chief Innovation Officer and President, Global Healthful Solutions, as of January 2024. Senior Vice President and Chief Innovation Officer ~~since~~from October ~~1, 2020. Prior~~2020 to ~~joining Ingredion, Mr. Xu worked for~~December 2023. President, Human Nutrition and Health, at Royal DSM, a multinational corporation active in fields of health, nutrition and ~~materials:~~materials, from May 2016 to September 2020. He served as President, Human Nutrition and Health, a multibillion dollar global business unit including vitamins, carotenoids, nutritional lipids and nutraceuticals, and was based in Basel, Switzerland. Prior to that he worked for DuPont, a leading global manufacturer of chemicals, electronic and communication technologies, performance materials, coatings and color technologies, safety and protection materials, and agriculture and nutrition ingredients, from April 2007 to April 2016 and from May 2000 to April 2006 in a variety of management roles in both the United States and China. Mr. Xu has a bachelor's degree in biology and bio-engineering from Zhejiang University in Hangzhou, China, a master's degree in plant physiology from The Chinese University of Hong Kong, a doctorate in biochemistry and molecular biology from Purdue University, and a Master of Business Administration degree from Purdue University. Mr. Xu speaks English, Mandarin and Cantonese.

Table of ~~Contents~~Con tents

ITEM 1A. RISK FACTORS

~~Our~~

There are many factors that could adversely affect our business, results of operations and ~~assets~~cash flows, some of which are ~~subject to varying degrees of risk and uncertainty.~~beyond our control. The following ~~are~~is a description of some important factors that ~~we believe could~~may cause our ~~actual~~business, results of operations, financial condition and cash flows in future periods to differ materially from those currently expected ~~and historical results. Additional risks that are~~or desired. Factors not currently ~~unknown~~known to us or that we currently ~~view as~~deem to be immaterial may also ~~impair our business or~~materially and adversely affect our business, results of operations, financial condition or results of operations. In addition, forward-looking statements within the meaning of the federal securities laws that are contained in this Form 10-K or in our other filings or statements may be subject to the risks described below as well as other risks and ~~uncertainties. See the cautionary notice regarding forward-looking statements in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~

cash flows.

Risks Related to Our Business and Our Industry

~~The spread~~

Geopolitical conflicts and actions arising from them may have an adverse effect on the availability and prices of ~~COVID-19, is~~raw materials and energy supplies, cause supply chain disruptions, or contribute to volatility in foreign exchange and interest rates.

Our business may be adversely ~~affecting,~~affected by new geopolitical conflicts, including impacts from conflicts that affect shipping through the Suez Canal, as well as the ongoing conflict between Russia and ~~is expected~~Ukraine. Our operations in Russia and Ukraine accounted for less than one half of one percent of our net sales in 2023, but these locations are in regions that provide sources of raw material and energy supplies for both us and certain companies whose products we distribute. Economic sanctions and export control measures imposed on Russia and designated Russian enterprises, Belarus and certain regions of Ukraine have resulted in increased volatility in the availability and prices of such raw materials and energy supplies. In addition, sanctions and macroeconomic effects of geopolitical conflicts have contributed to ~~continue to adversely~~greater volatility in foreign exchange and interest rates that affect ~~demand for our products and~~ our financial results.

~~In December 2019,~~Developments relating to geopolitical conflicts might result in a ~~novel strain~~continuation of coronavirus (COVID-19) was reported to have surfaced in Wuhan, China. COVID-19 has since spread to over 100 countries, including every state in the United States. On March 11, 2020 the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020 the U.S. declared a national emergency with respect to COVID-19.

Our global operations expose us to risks associated with COVID-19. We continue to monitor the health of the employees in each of our 46 manufacturing facilities, domestically and outside the U.S., as COVID-19 related illness at a particular location could impact continued manufacturing operations at that location.

Foreign governmental organizations and governmental organizations at the national, state and local levels in the U.S. have taken various actions to combat the spread of COVID-19, including imposing stay-at-home orders that effectively close “non-essential” businesses and their operations. Because we manufacture food ingredients, our operations are currently considered “essential” under most current COVID-19 government regulations, thus permitting us to continue operations at our facilities and sales activities consistent with those regulations.

Certain of our customers, however, are deemed to be “non-essential” industries and businesses under governmental regulations. The industries and businesses deemed “non-essential” vary by country and region. For example, Mexico declared one or more brewing producers as “non-essential” industries for a period of time during the pandemic. Our customers in affected industries are not able to produce goods during the government-mandated closures, which adversely affects customer demand for our products. Further, government-enacted stay-at-home orders have significantly limited the end-consumers’ ability in the U.S. and foreign markets to purchase certain food or beverage products due to limitations on the operations of restaurants, bars and regionally specific sales channels. We expect that these limitations over time will continue to negatively affect customer demand for our products, further impacting our revenues and our operating results. Further, any inability by our customers to produce goods may delay our customers’ ability to pay outstanding receivables, which would adversely impact our cash flow from operations and working capital.

In addition, COVID-19 has impacted and may further impact the broader economies of affected countries, including negatively affecting economic growth, the proper functioning of financial and capital markets, foreign~~currency exchange rates, and interest rates. Such risks include, in addition to those described above, negative~~ impacts on our cost of and access to capital, pressure to extend our customers’ payment terms, insolvency of our customers resulting in increased provisions for credit losses, and counterparty failures in our supply chain, customer network or otherwise that would negatively impact our operations. These risks individually and in ~~the aggregate~~other impacts that could ~~have a material adverse effect on~~adversely affect our ~~operating~~business or results ~~financial condition, cash flows and prospects.~~

of operations.

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Changes in consumer practices, preferences and perceptions may lessen the demand for our products, which could reduce our sales and profitability and harm our business.

Food products are often affected by changes in consumer practices and tastes, national, regional and local economic conditions and demographic trends. For instance, changes in prevailing health or dietary preferences causing consumers to avoid food products ~~containing~~that contain sweetener products, including high fructose corn syrup, in favor of foods that are perceived as being ~~more healthy, could materially reduce~~healthier, have negatively affected our sales and profitability. Increasing concern among consumers, public health professionals and government agencies about the potential health concerns associated with obesity and inactive lifestyles ~~(reflected, for instance, in taxes designed to combat obesity, which have been imposed recently in North America)~~ represent a significant ~~challenge~~cost to some of our customers, including those engaged in the food and soft drink industries, and ~~could~~continue to materially affect demand for our products.

~~Current economic~~ Similarly, the increasing availability, use and acceptance of weight loss medications, including the expanded use of medications designed for weight loss in people without diabetes, may reduce sales of food and beverage products that contain our ingredients since the medications regulate appetite and may reduce the overall amount of food and beverages consumed.

Economic conditions may adversely impact demand for our products, reduce access to credit, affect investment returns and cause our customers and others with whom we do business to suffer financial hardship, all of which could adversely impact our business, results of operations, financial condition and cash flows.

Economic conditions in South America, the European Union, and many other countries and regions in which we do business have experienced various levels of weakness over the last few years and may continue to do so for the foreseeable future.

General business and economic conditions that could affect us include barriers to trade (including as a result of tariffs, duties and border taxes, among other factors), the strength of the economies in which we operate, unemployment, inflation and fluctuations in debt and equity markets. While currently these conditions have not impaired our ability to access credit and equity markets ~~and~~to finance our operations, ~~there can be no assurance that there will not be~~we are subject to the risk of a further deterioration in the financial markets.

~~There could be a number of other effects from these~~

These economic developments oncould negatively affect our ~~business, including~~operations through reduced consumer demand for our products, pressure to extend our customers’ payment terms, insolvency of our customers ~~resulting in~~and increased provisions for credit losses, ~~decreased customer demand, including~~product order delays or cancellations, less attractive supplier finance terms and conditions, and counterparty ~~failures negatively impacting our operations.~~

failures.

In connection with our defined benefit pension plans, adverse changes in investment returns earned on pension assets and discount rates used to calculate pension and related liabilities or changes in required pension funding levels may have an unfavorable impact on future pension expenses and cash flows.

~~In addition, volatile~~

Volatile worldwide economic conditions and market instability may make it difficult for us, our customers and our suppliers to accurately forecast future product demand trends, which could cause us to produce products in excess ~~products that could~~of demand, increase our inventory carrying ~~costs.~~ costs, and incur additional charges for aged, obsolete or spoiled inventory.

Table of Con tents

Alternatively, this forecasting difficulty ~~could~~may cause a shortage of products that could ~~result in an inability~~affect our ability to satisfy the demand for our products.

Our reliance on certain industries for a significant portion of our sales could have a material adverse effect on our business.

~~Approximately~~

Of our 2023 net sales, approximately 54 percent ~~of our 2020 net~~were generated by sales ~~were made~~ to ~~companies engaged in~~ the food industry, ~~and~~ approximately 10 percent ~~of our 2020 net sales were made to companies in the beverage industry. Additionally,~~by sales to the animal nutrition ~~and brewing~~ industry, ~~represented~~ approximately 109 percent by sales to the beverage industry, and approximately 7 percent ~~respectively, of our 2020 net~~by sales ~~while 19 percent of our 2020 net sales were made~~ to ~~companies engaged in other industries.~~the brewing industry. If our ~~food~~ customers ~~beverage customers, animal feed customers, or brewing industry customers~~in any of these industries were to substantially decrease their purchases, our business might be materially adversely affected.

Pandemics could have a material adverse effect on our business.

Pandemics, such as the recent coronavirus pandemic, have had, and could continue to have, negative impacts on our business, including by causing significant volatility in the commodity and currency markets, changes in consumer demand, behavior or preference, disruptions in our supply chain and manufacturing capacity, limitations on our employees’ ability to work and changes in the economic or political conditions in markets we serve, which could constrain or halt shipments to customers. These risks individually and in the aggregate could have a material effect on our operating results, financial condition, cash flows and prospects.

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The uncertainty of acceptance of products developed through biotechnology could affect our profitability.

The commercial success of agricultural products developed through biotechnology, including genetically modified corn, depends in part on public acceptance of their development, cultivation, distribution and consumption. Public attitudes can be influenced by claims that genetically modified products are unsafe for consumption or that they pose unknown risks to the environment, even if such claims are not based on scientific studies. These public attitudes can influence regulatory and legislative decisions about biotechnology. The sale of our products, which may contain genetically modified corn, could be delayed or impeded because of adverse public perception regarding the safety of our products and the potential effects of these products on human health, the environment and animals.

Our future growth could be negatively impacted if we fail to continue introducing innovative new products and services or if competitors or customers independently identify or develop new solutions that could compete with our products and services.

A significant portion of our growth depends on innovation in products, processes and services. Our ~~research and development~~R&D efforts may not result in new products and services at a rate or of a quality sufficient to gain market acceptance.

Increasing capabilities from generative artificial intelligence may increase the ability of competitors or customers to identify or develop new solutions that could compete with or reduce demand for our products and services.

It may be difficult to preserve operating margins and maintain market share in the highly competitive environment in which we operate.

We operate in a highly competitive environment. Competition in markets in which we compete is largely based on price, quality and product availability. Many of our products compete with virtually identical or similar products manufactured by other companies in the starch and sweetener industry. In the U.S., our competitors include divisions of larger enterprises that have greater financial resources than we do. Some of these competitors, unlike us, have vertically integrated their corn refining and other operations. Many of our products also compete with products made from raw materials other than corn, including cane and beet sugar. Fluctuation in prices of these competing products may affect prices of, and profits derived from, our products. In addition, government programs supporting sugar prices indirectly impact the price of corn sweeteners, especially high fructose corn syrup. Furthermore, co-products such as corn oil and gluten meal compete with products of the corn dry milling industry and with soybean oil, soybean meal and other products, the price of some of which may be affected by government programs such as tariffs or quotas.

Due to market volatility, we may be unable to pass potential increases in the cost of corn and other raw materials on to customers through product price increases, or to purchase quantities of corn and other raw materials at prices sufficient to

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sustain or increase our ~~profitability.~~

profitability, or to supply product quantities and meet shipment delivery requirements that our customers demand.

The price and availability of corn and other raw materials are subject to volatility as a result of economic and industry conditions, including supply and demand factors such as supply chain disruptions, crop disease and severe weather conditions that include drought, floods, ~~or frost.~~frost and ocean currents. These conditions are difficult to anticipate, are beyond our control and could adversely impact our profitability by affecting the prices we pay for raw materials.

~~Raw~~

Inputs to our procurement, production processes and delivery channels, such as raw material, energy, and ~~energy~~freight and logistics, may experience price fluctuations, ~~and~~ supply chain interruptions, and shortages that could adversely affect our results of operations.

Our finished products are made primarily from corn. Purchased corn and other raw material costs generally account for between 40 percent and 6560 percent of our finished product costs. Some of our products are based upon specific varieties of corn that are produced in significantly ~~less~~smaller volumes than yellow dent corn. These specialty grains ~~are higher-cost~~cost more due to their more limited ~~supply~~availability and require planning cycles of up to three years ~~in order for us~~ to ensure we receive ~~our desired amounts of specialty corn.~~an adequate supply. We also manufacture certain starch-based products from potatoes. Our current potato starch requirements constitute a material portion of the total available North American supply. It is possible that, in the long term, continued growth in demand for potato starch-based ingredients and new product development could result in capacity constraints. Also, we utilize tapioca in the manufacturing of starch products primarily in Thailand, as well as pulses, gum, rice, ~~plant-based~~ stevia and other raw materials around the world. A significant supply disruption or sharp increase in prices of any of these raw ~~material prices~~materials that we are unable to recover through pricing increases to our customers could have an adverse impact on our growth and ~~profitability.~~

profitability, especially if such an event disproportionately affects us as compared to our competitors.

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~~Energy~~Our business in the past has been adversely affected by fluctuations in our energy costs, ~~represent~~which represented approximately 98 percent of our finished product ~~costs.~~costs in 2023; and could be negatively affected by such fluctuations in future periods. We use energy primarily to create steam required for our production processes and to dry products. We consume ~~coal,~~ natural gas, electricity, coal, fuel oil, wood and ~~fuel oil~~other biomass sources to generate energy.

Because we ship products worldwide, our business in the past and has been, and in future periods could be, adversely affected by fluctuations in freight and logistics costs, and disruptions in supply channels between parties and locations that include our suppliers, production and storage facilities, tolling and packaging partners, distributors and customers. Risks to our business include impacts from labor strikes or weather-related events that affect transportation by rail, air, shipping or ground.

The market prices for our raw materials, supply chain freight and logistics, and energy may vary considerably depending on supply and demand, world economies, trade agreements and tariffs and other factors. We purchase these commodities and services based on our anticipated usage and future outlook for these costs. We may not be able to purchase these commodities and services at prices that we can adequately pass on to customers, which could have an adverse impact on our growth and profitability.

An inability to ~~sustain or increase profitability.~~

contain costs and working capital could adversely affect our future profitability, cash flows, and growth.

Our future profitability and growth depend on our ability to contain operating costs and per unit product costs and to maintain and implement effective cost control programs, while also maintaining competitive pricing and superior quality products, customer service and support. Our ability to maintain a competitive cost structure depends on continued containment of manufacturing, delivery and administrative costs, as well as the implementation of cost-effective purchasing programs for raw materials, energy and related manufacturing requirements. Our working capital requirements, including margin requirements on open positions on futures exchanges, are directly affected by the price of corn and other agricultural commodities, which may fluctuate significantly and change quickly.

In North America, we sell a large portion of our finished products derived from corn at firm prices established in supply contracts typically lasting for ~~periods~~a period of ~~up to~~ one year. ~~In order to~~To minimize the effect of volatility in the cost of corn related to these firm-priced supply contracts, we enter into corn futures and options contracts, or take other hedging positions in the corn and soy futures market. These derivative contracts typically mature within one year. At expiration, we settle the derivative contracts at a net amount equal to the ~~difference between~~change in the ~~then-current~~ price of the commodity ~~and~~from the date we entered the derivative contract, ~~price.~~with the intention of offsetting the change in commodity prices from the time we entered the firm-priced supply contracts. The fluctuations in the fair value of these hedging instruments may adversely affect our cash flow. We fund any

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unrealized losses or receive cash for any unrealized gains on futures contracts on a daily basis. While the corn and soy futures contracts or hedging positions are intended to minimize the effect of volatility of corn costs on operating profits, the hedging activity can result in losses, some of which may be material.

~~An inability to contain costs could adversely affect~~ In addition, our ~~future profitability and growth.~~

~~Our future profitability and growth depends on our ability to contain operating costs and per unit product costs and to maintain and implement effective~~hedging activities may not be fully successful in limiting the effect of volatility in the cost control programs, while at the same time maintaining competitive pricing and superior quality products, customer service, and support. Our ability to maintain a competitive cost structure depends on continued containment of ~~manufacturing, delivery, freight, and administrative costs, as well as the implementation of cost-effective purchasing programs for raw materials, energy, and related manufacturing requirements.~~

corn.

If we are unable to contain our operating costs and maintain the productivity and reliability of our production facilities, our profitability and growth could be adversely affected.

~~Climate change and future costs of environmental compliance may be material.~~

Our business could be affected in the future by national and global regulation or taxation of greenhouse gas emissions, as well as the potential effects of climate change. Changes in precipitation extremes, droughts and water availability have the potential to impact Ingredion's agricultural supply as well as the availability of water for our manufacturing operations. Globally, a number of countries have instituted or are considering climate change legislation and regulations. Ingredion continues to assess the impact of climate change, regulatory pressures and changing consumer behaviors on our business strategy. It is difficult at this time to estimate the likelihood of passage or predict the potential impact of any additional legislation. Potential consequences could include increased energy, transportation, and raw materials costs, and we may be required to make additional investments in our facilities and equipment.

We may not successfully identify and complete acquisitions or strategic alliances on favorable terms or achieve anticipated synergies relating to any acquisitions or alliances, and such transactions could result in unforeseen operating difficulties and expenditures and require significant management resources.

We regularly review potential acquisitions of complementary businesses, technologies, services, or products, as well as potential strategic alliances. We may be unable to find suitable acquisition candidates or appropriate partners with which to form partnerships or strategic alliances. Even if we identify appropriate acquisition or alliance candidates, we may be unable to complete such acquisitions or alliances on favorable terms, if at all. In addition, the process of integrating an acquired business, technology, service, or product into our existing business and operations may result in unforeseen operating difficulties and expenditures. Integration of an acquired company also may require significant management resources that otherwise would be available for ongoing development of our business. Moreover, we may not realize the anticipated benefits of any acquisition or strategic alliance, and such transactions may not generate anticipated financial

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results. Future acquisitions could also require us to issue equity securities, incur debt, assume contingent liabilities, or amortize expenses related to intangible assets, any of which could harm our business.

Operating difficulties at our manufacturing facilities and liabilities relating to product safety and quality could adversely affect our operating results.

Producing starches and sweeteners through corn refining is a ~~capital intensive~~capital-intensive industry. We conduct preventive maintenance and de-bottlenecking programs at our 46 manufacturing facilities designed to maintain and improve grind capacity and facility reliability. If we encounter operating difficulties at a facility for an extended period of time or start-up problems with any capital improvement projects, we may not be able to meet a portion of our sales order commitments and could incur significantly higher operating expenses, both of which could adversely affect our operating results. ~~We also~~Furthermore, we use boilers to generate steam required in our production processes. An event that impaired the operation of a boiler for an extended period of time could have a significant adverse effect on the operations of any manufacturing facility in which such event occurred.

In addition, we are subject to risks related to such matters as product safety and ~~quality; compliance with environmental, health~~quality issues, product recalls, and ~~safety and food safety regulations; and~~ customer claims, including product liability claims. The liabilities that could result from these risks may not always be covered by, or could exceed the limits of, our insurance coverage related to product liability and ~~food safety matters.~~the other applicable forms of insurance that we carry. In addition, negative publicity caused by ~~product liability and food safety matters~~these types of risks may damage our reputation. The occurrence of any of the matters described above could adversely affect our revenues and operating results.

Global climate change and legal, regulatory, or market measures to address climate change, may negatively affect our business, operations and financial results.

We are subject to risks associated with the long-term effects of climate change on the global economy and on our industry in particular. Extreme weather and natural disasters that occur around the globe, such as drought, wildfires, storms, changes in ocean currents and flooding, could make it more difficult and costly for us to manufacture and deliver our products to our customers, obtain raw materials from our suppliers, or perform other critical corporate functions. In particular, if such climate change impacts negatively affect agricultural productivity, we may be subject to decreased availability or less favorable pricing from certain commodities that are necessary for our products, such as corn, specialty grains, rice, stevia, peas and sugar. Adverse weather conditions and natural disasters could reduce crop size and crop quality, which could reduce our supplies of raw materials, lower recoveries of usable raw materials, increase the prices of our raw materials, increase our costs of storing and transporting raw materials, or disrupt production schedules. Our manufacturing operations also could be adversely affected by reduced water availability resulting from droughts.

There is a growing societal concern that carbon dioxide and other greenhouse gases in the atmosphere may have an adverse effect on global temperatures, weather patterns and the frequency and severity of natural disasters. The increasing concern over climate change could result in new domestic or international legal requirements for us to reduce greenhouse gas emissions and other environmental impacts of our operations, improve our energy efficiency, or undertake sustainability measures that exceed those we currently pursue. Furthermore, such measures may result in the taxation of greenhouse gas emissions. Any such regulatory requirements could cause disruptions in the manufacture of our products and result in increased capital, procurement, manufacturing and distribution costs. Our reputation and brand could be harmed if we fail, or are seen as having failed, to respond responsibly and effectively to changes in legal and regulatory measures adopted to address climate change.

In addition, changing customer preferences may result in increased demands regarding packaging materials and other components in our products and their environmental impact on sustainability. Moreover, customers may place increasing importance on purchasing products that are sustainably grown and made, requiring us to incur additional costs for increased due diligence and reporting. These demands may cause us to incur additional costs or make other changes to other operations to respond to such demands, which could adversely affect our financial results.

We are or soon will be obligated to comply with new climate-related reporting requirements under SEC rules, California climate-related reporting statutes, laws of member states of the European Union implementing the EU Corporate

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Sustainability Reporting Directive, and other laws and regulations. These sustainability reporting frameworks will require us to provide, at least annually, detailed public disclosures about the greenhouse gas emissions and other climate-related effects our activities produce, the climate-related operating and financial risks we face, and the strategies we pursue to reduce and adapt to the impacts of climate change. We expect to incur substantial costs to prepare these disclosures. If we fail to compile, assess and report the required operating and accounting information in a timely manner and in accordance with mandatory reporting standards, we could be exposed to fines and other sanctions and sustain harm to our reputation.

We may not successfully identify and complete acquisitions, divestitures, or strategic alliances on favorable terms or achieve anticipated synergies relating to any acquisitions or alliances, and such transactions could result in unforeseen operating difficulties and expenditures and require significant management resources.

We regularly review potential acquisitions of complementary businesses, technologies, services, or products, as well as potential divestitures or strategic alliances. We have completed several such acquisitions and strategic alliances in recent years, and divested our business in South Korea on February 1, 2024. We may be unable to find suitable acquisition candidates, divestiture investors, or appropriate partners with which to form partnerships, sell operations or assets, or form strategic alliances. Even if we identify appropriate acquisition, divestiture or alliance candidates, we may be unable to complete such acquisitions, divestitures or alliances on favorable terms, on time, on budget, or at all.

The failure to consummate proposed transactions may result in the diversion of substantial resources, including management time and cash used for transaction-related expenses, that otherwise would be available for developing our ongoing business. Due diligence performed prior to an acquisition may fail to identify a material liability or an issue that could have an adverse impact on the Company’s reputation or reduce or delay the anticipated benefits resulting from the acquisition. In addition, the process of integrating an acquired business, technology, service, or product into our existing business and operations, or of divesting certain operations or businesses, may result in unforeseen operating difficulties and expenditures, including with respect to the retention of strategic talent, systems integration, and internal control effectiveness. Integration of an acquired company or transitioning a divested business or operations may also require significant management resources that otherwise would be available for developing our ongoing business. Moreover, we may not realize the anticipated benefits of any acquisition, divestiture or strategic alliance and such transactions may not generate anticipated financial results. Future acquisitions or divestitures could also require us to issue equity securities, incur debt, assume contingent liabilities, impair assets, or amortize expenses related to intangible assets, any of which could harm our business.

Additionally, we participate in several joint ventures, some of which are intended to be long-term investments, in which we have limited control over governance, financial reporting, and operations. As a result, we face operating, financial, legal and other risks relating to these investments, including risks related to the financial strength of our joint venture partners or their willingness to provide adequate funding for the joint venture, differences in objectives between us and our partners, legal and compliance risks relating to actions or omissions of the joint venture or our partners, and the risk that we will be unable to resolve disputes with the joint venture partner. As a result, these investments may contribute significantly less than we anticipate to our earnings and cash flows.

We operate a multinational business subject to the economic, political and other risks inherent in ~~operating~~conducting operations in foreign countries and with foreign currencies.

We have operated in foreign countries and with foreign currencies for many ~~years. Our~~years, and our results are subject to foreign currency exchange fluctuations. Our operations are subject to political, economic, and other risks. There has been and continues to be significant political uncertainty in some countries in which we operate. Economic changes, terrorist activity, and political unrest may result in business interruption or decreased demand for our products. Protectionist trade measures and import and export licensing requirements could also adversely affect our results of operations.

We primarily sell products derived from world commodities. Historically, we have been able to adjust local prices relatively quickly to offset the effect of local currency ~~devaluations~~depreciation versus the U.S. dollar, although we cannot guarantee our ability to do this in the future. For example, due to pricing controls on many consumer products imposed in the recent past by the Argentine government, it currently takes longer than previously to achieve pricing improvement in response to currency devaluations versus the U.S. dollar in Argentina. The anticipated strength in the U.S. dollar may continue to involve risks, as it could take us an extended period of time to fully recapture the impact of a loss of foreign currency ~~devaluations~~value versus the U.S. ~~dollar, particularly in South America.~~

dollar. We may hedge transactions that are denominated in a currency other than the currency of the operating unit entering into the underlying transaction. Our hedging activities may not be fully successful in limiting the adverse impacts of our currency risks.

Our operations are subject to political, economic and other risks. There has been and continues to be significant political instability in some countries in which we operate. Economic changes, terrorist activity and political unrest may result in business interruption or decreased demand for our products. Country capital controls, such as those in Pakistan and Argentina, may prevent the repatriation of dividends or payments due to us from our subsidiaries in the country. Protectionist trade measures and import and export licensing requirements could also adversely affect our results of operations.

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Our profitability could be negatively impacted if we fail to maintain satisfactory labor relations.

~~As of December 31, 2020, approximately 31 percent of our~~

We have employees domiciled in the U.S. ~~employees and 32 percent of our total Company employees were members of~~as well as worldwide who belong to labor unions. Strikes, lockouts or other work stoppages or slowdowns involving our unionized employees, or attempts to organize for collective bargaining purposes among non-unionized employees, could have a material adverse effect on our business. For example, from September 2022 to January 2023, we experienced a strike involving approximately 103 employees at our production facility in Cedar Rapids, Iowa, although this incident did not have a material impact on our business.

The inability for us to attract, develop, retain, motivate and maintain good relationships with our workforce, including key personnel, could negatively impact our business and our profitability.

Our future success depends on our ability to attract, develop, retain, motivate and maintain good relationships with qualified personnel, particularly those who have extensive expertise in the ingredients solutions industry and who may also have long service with our company. Such personnel are members of our senior executive leadership and work in key areas throughout our U.S. and international operations such as manufacturing, sales, and innovation, all of which are critical to our future growth and profitability. We face intensive competition in retaining and hiring individuals with the requisite expertise, both within and outside the ingredients solutions industry, including from companies that have greater resources than we do.

Changes in labor markets as a result of the recent coronavirus pandemic and other socioeconomic and demographic changes have increased the competition for hiring and retaining talent. As a result of this competition, we may be unable to continue to attract, develop, retain, motivate and maintain good relationships with suitably qualified individuals at acceptable compensation levels who have the managerial, operational, and technical knowledge and experience to meet our needs. Furthermore, any failure by us to manage internal succession or to effectively transfer knowledge from departing employees to others in the organization could adversely affect our business and results of operations.

Even if we succeed in hiring new personnel to fill vacancies, lengthy training and orientation periods might be required before new employees are able to achieve acceptable productivity levels. Any failure by us to attract, develop, retain, motivate and maintain good relationships with qualified individuals could adversely affect our business and results of operations.

Natural disasters, war, acts and threats of terrorism, ~~pandemics,~~ and other significant events could negatively impact our business.

The economies of any countries in which we sell or manufacture products or purchase raw materials could be affected by natural disasters. Such natural disasters could include, among others, earthquakes, floods, or severe ~~weather;~~

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weather conditions; war, acts of war or ~~terrorism; or the outbreak of an epidemic or pandemic.~~terrorism. Any such ~~natural disaster~~event could result in disruptions to operations, asset write-offs, decreased sales and ~~overall reduced~~a negative impact on our cash ~~flows.~~

position.

The recognition of impairment charges on goodwill or long-lived assets could adversely impact our future financial position and results of operations.

We have $1.3 billion of total net intangible assets as of December 31, ~~2020,~~2023, consisting of ~~$902~~$918 million of goodwill and ~~$444~~$385 million of other net intangible assets, which constitute 1312 percent and 65 percent, respectively, of our total assets as of such date. Additionally, we have ~~$2.8~~$2.9 billion of long-lived assets, or 4138 percent of our total assets, as of December 31, ~~2020.~~

2023.

We perform an annual impairment assessment for goodwill and our indefinite-lived intangible assets and as necessary for other long-lived assets. If the results of such assessments were to show that the fair value of these assets were less than the carrying values, we could be required to recognize a charge for impairment of goodwill or long-lived assets, ~~and the amount of the impairment charge~~which could be material. We continue to monitor our reporting units in struggling economies and recent acquisitions for circumstances affecting these businesses that may negatively impact the fair value of these reporting units.

In addition, during the fourth quarter of 2020, we recorded an impairment of $35 million related to our indefinite-lived intangible asset associated with the TIC Gums tradename. During the first quarter of 2021, we will record an impairment affecting South American net assets contributed to a joint venture. See Note 15 of the Notes to the Consolidated Financial Statements for additional information.

The future occurrence of a potential indicator of impairment, such as a significant adverse change in the business climate that would require a change in our assumptions or strategic decisions made in response to economic or competitive conditions, could require us to perform an assessment prior to the next required assessment date of July 1, ~~2021.~~

2024.

~~Our profitability may be affected by other factors beyond our control.~~

Our operating income and ability to increase profitability depend to a large extent upon our ability to price finished products at a level that will cover manufacturing and raw material costs and provide an acceptable profit margin. Our ability to maintain appropriate price levels is determined by a numberTable of factors largely beyond our control, such as aggregate industry supply and market demand, which may vary from time to time, and the economic conditions of the geographic regions in which we conduct our operations.

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Risks Related to Our Regulatory Compliance

Government policies and regulations could adversely affect our operating results.

Our operating results could be affected by changes in trade, monetary and fiscal policies, laws and regulations, and other activities of the U.S. and foreign governments, agencies and similar organizations. These conditions include, among others, changes in a country’s or region’s economic or political conditions, modification or termination of trade agreements or treaties promoting free trade, creation of new trade agreements or treaties, trade regulations affecting production, pricing and marketing of products, local labor conditions and regulations, including regulations regarding child labor, reduced protection of intellectual property rights, changes in the regulatory or legal environment, restrictions on currency exchange activities, currency exchange rate fluctuations, burdensome taxes and tariffs, and other trade disputes or trade barriers. International risks and uncertainties, including changing social and economic conditions as well as terrorism, political hostilities and war, could limit our ability to transact business in these markets and could adversely affect our revenues and operating results.

Furthermore, the national and global regulation or taxation of greenhouse gas emissions could negatively affect our business, operations and financial results.

Our operations could be adversely affected by actions taken in connection with cross-border disputes by the governments of countries in which we conduct business.

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Changes in our tax rates or exposure to additional income tax liabilities could impact our profitability.

We are subject to income taxes in the U.S. and in foreign jurisdictions. Our effective tax rates could be adversely affected by changes in the mix of earnings by jurisdiction, changes in tax laws, or tax rates changes in the valuation of deferred tax assets and liabilities and material adjustments from tax audits.

The Tax Cuts and Jobs Act (“TCJA”), which was enacted in December 2017, significantly altered existing U.S. tax law and includes numerous and complex provisions that substantially affect our business. The U.S. Treasury Department and the Internal Revenue Service continue to interpret and issue guidance on provisions of the TCJA that could differ from the way in which we interpret some of the provisions. Consequently, we may make adjustments to our provision for income taxes based on differences in interpretation in the periods in which guidance is issued.

~~Signi~~fi~~cant changes in the tax laws of the U.S. and numerous foreign~~jurisdictions in which we do business could result from the base erosion and profit shifting (“BEPS”) project undertaken by the Organization for Economic Cooperation and Development (“OECD”). AnOECD-led coalition of 44 countries is contemplating changes to long-standing international tax norms that determine each country’s right to tax cross-border transactions. These contemplated changes, as adopted by~~countries in which we do business, could increase tax uncertainty and the riskof double taxation, thereby adversely a~~ff~~ecting our provision forincome taxes.~~

The recoverability of our deferred tax assets ~~which are predominantly in Brazil, Canada, Germany, Mexico, and the U.S.,~~ is dependent upon our ability to generate future taxable ~~income in these jurisdictions.~~income. In addition, ~~the amount of income taxes~~ we ~~pay is~~are subject to ongoing audits in various jurisdictions and final determinations of prior-year tax liabilities are dependent upon many factors, including negotiations and dispute resolutions with tax or other governmental authorities. The outcome of these final determinations could have a material ~~assessment by a governing tax authority could affect~~effect on our ~~profitability~~profitability and cash flows.

On October 8, 2021, the Organization for Economic Co-operation and Development (“OECD”) members approved a framework for reform of the international tax rule (“Inclusive Framework Statement”). The Inclusive Framework Statement sets forth key terms for a two-pillar solution designed to address the tax challenges arising from the digitalization of the economy. Pillar One focuses on nexus and profit allocation and would apply to multinational enterprises with annual global revenue above 20 billion euros and profitability above 10 percent. Based on these thresholds, we would currently be outside the scope of Pillar One. The Pillar Two rules, which would apply to us, are designed to ensure certain multinational enterprises, with consolidated revenues of at least 750 million euros in at least two out of the last four years, pay a global minimum effective corporate tax rate of 15 percent in each jurisdiction in which they operate.

On February 1, 2023, the U.S. Financial Accounting Standards Board indicated that it believes the minimum tax imposed under Pillar Two is an alternative minimum tax. Therefore, deferred tax assets and liabilities associated with the minimum tax will not be recognized or adjusted for the estimate future effects of the minimum tax but instead will be recognized in the period incurred.

Pillar Two legislation has been enacted in certain jurisdictions in which we operate. The legislation will be effective for the financial year beginning January 1, 2024. We have performed an assessment of our potential exposure to Pillar Two income taxes. This assessment is based on the most recent tax information available regarding the financial performance of the constituent entities in our group. Based on the assessment performed, we do not expect Pillar Two, as currently enacted, to have a material impact on our effective tax rate.

The OECD continues to release additional guidance on Pillar Two, and additional countries are expected to enact legislation. Although is is difficult at this stage to determine with precision the impact future Pillar Two proposals would have, their implementation could adversely impact our effective tax rate.

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During 2023, the Brazilian Government published Law 14.789, effective January 1, 2024, that eliminated the exclusion of certain tax incentives provided by federal, state, and municipal authorities from taxable income and modified the interest on net equity instrument. This law will adversely impact our provision for income taxes.

Risks Related to Our Financing Activities

~~Increased interest rates could increase our borrowing costs.~~

We may continue to issue debt securities to finance acquisitions, capital expenditures, and working capital, or for other general corporate purposes. An increase in interest rates in the general economy could result in an increase in our borrowing costs for these financings, as well as under our credit facility debt that bears interest at an unhedged floating rate.

We may not have access to the funds required for future growth and expansion.

We may not have access to additional funds we need to grow and expand our operations. We expect to fund our capital expenditures from operating cash flow to the extent we are able to do so. If our operating cash flow is insufficient to fund our capital expenditures, we may either reduce our capital expenditures or utilize borrowings under our revolving credit ~~facilities.~~facility, which also provides liquidity support for our commercial paper program. For further strategic growth through mergers or acquisitions, we may also seek to generate additional liquidity through the sale of debt or equity securities in private or public markets, through the sale of assets, or through the sale or divestiture of ~~assets. We cannot provide any assurance that our~~certain businesses or operations. Our cash flows from operations ~~will~~may not be sufficient to fund anticipated capital expenditures ~~or that~~and, in such an event, we ~~will~~may not be able to obtain additional funds from financial markets, or from the sale of assets, or from the sale or divestiture of certain businesses or operations at terms favorable to us. If we are unable to generate sufficient cash flows or raise sufficient additional funds to cover our capital expenditures or ~~other~~to finance strategic growth opportunities, we may not be able to achieve our desired operating efficiencies and expansion plans, which may adversely impact our competitiveness and, therefore, our results of operations. ~~Our~~

Increased interest rates could increase our borrowing costs.

We continue to issue debt securities to finance capital expenditures, working capital ~~requirements, including margin requirements on open positions on futures exchanges, are directly affected by~~and acquisitions, and for other general corporate purposes. An increase in interest rates in the ~~price of corn and other agricultural commodities,~~general economy could result in an increase in our borrowing costs for these financings, as well as under our revolving credit facility, which ~~may fluctuate significantly and change quickly.~~

bears interest at an unhedged floating rate.

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Risks Related to Our Information Technology Systems

Our information technology systems, processes and sites may suffer interruptions, security ~~breaches,~~incidents, or failures which may affect our ability to conduct our ~~business.~~

business and cause significant damage to our reputation.

Our operations rely on certain key information technology systems, which are dependent on services provided by third parties and provide critical data connectivity, information and services for internal and external users. These interactions include, among others, ordering and managing materials from suppliers, risk management activities, converting raw materials to finished products, inventory management, shipping products to customers, processing transactions, summarizing and reporting results of operations, human resources benefits and payroll management, complying with regulatory, legal and tax requirements, and other processes necessary to manage our business. Increased information technology security and social engineering threats and more sophisticated computer crime, including advanced persistent threats, pose potential risks to the security of our information technology systems, networks and services, as well as the confidentiality, availability and integrity of our third-party and employee data.

The frequency, sophistication and unpredictability of cybersecurity events globally have increased, and can be acute during times of geopolitical tension or instability between countries or when we make changes to our information technology systems or implement new ones. We have been subjected in the past, and may be subjected in the future, to incidents including phishing, e-mails purporting to come from vendors making payment requests, malware, and communications from look-alike corporate domains, as well as security-related risks resulting from our use of third-party software and services. The use of generative artificial intelligence is increasing the sophistication and effectiveness of these types of social engineering attacks. Future data security incidents could compromise or lead to the loss of material confidential, proprietary or otherwise protected information, seize, destroy or corrupt data, or otherwise disrupt our operations or affect our customers or other stakeholders.

Insider or employee cyber and security threats are also a significant concern for all companies, including ours. Despite our substantial investment in physical and technological security measures, employee training and contractual precautions, our information technology networks and infrastructure (or those of our third-party vendors and other service providers) are potentially vulnerable to unauthorized access to data, loss of access to systems or breaches of confidential information due to criminal conduct, attacks by hackers, employee or insider malfeasance or human error.

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Although we have put in place security measures to protect ourselves against cyber-based attacks and disaster recovery plans for our critical ~~systems. However, if~~systems that are designed to protect our data and customer data and to prevent data loss and other security incidents, these security measures cannot provide absolute security. In some cases, it is difficult to anticipate, detect or identify indicators of such incidents and assess the damage caused by the incidents. In addition, a failure to promptly disclose such material incidents as required by law may result in additional financial or regulatory consequences.

If our information technology systems are breached, damaged, or cease to function properly due to any number of causes, such as catastrophic events, power outages, security ~~breaches,~~incidents, or cyber-based attacks, and if our cyber security response plans and disaster recovery and our cyber incident response plans do not effectively mitigate the risks on a timely basis, we may encounter significant disruptions that could interrupt our ability to manage our operations, cause loss of valuable data, and ~~actual or threatened legal actions, and cause~~damage our reputation. Any such incidents also could subject us to ~~suffer damage to our reputation, all of which~~government investigations or private litigation. These factors may adversely impact our revenues, operating results and financial condition. We ~~reported~~could also experience delays in reporting our financial results.

The third-party data management providers and other vendors that we rely upon may have or develop security problems or security vulnerabilities which may also affect our systems or data. We cannot guarantee that a ~~malware incident~~data security or privacy breach of their systems or other form of cyber-based attack will not occur in the future. In addition, we use external vendors to perform security assessments on a periodic basis to review and assess our information security. We utilize this information to audit ourselves, monitor the security of our technology infrastructure, and assess whether and how to prioritize the allocation of scarce resources to protect data and systems. However, we cannot ensure that ~~occurred~~these security assessments and audits will identify or appropriately categorize relevant and contemporary risks or result in the protection of our computer networks against security intrusions. Although we require our third-party vendors contractually to maintain a level of security that is acceptable to us and work closely with key vendors to address potential and actual security concerns and attacks, we cannot ensure that all confidential, proprietary, or personal information will be protected on their systems.

Regardless of whether incidents result from ~~October 2019 to December 2019, although this incident did not have a material impact~~an attack on ~~our business.~~

~~The~~us directly or on third-party vendors upon which we rely, the costs to address the foregoing security problems and security vulnerabilities before or after a ~~cyber~~cybersecurity incident could be significant. Remediation efforts may not be successful or timely and could result in interruptions, delays or cessation of service and loss of existing or potential customers that may impede our sales, manufacturing or other critical functions. Breaches of our security measures and the unapproved dissemination of proprietary information or sensitive or confidential data about us, orour employees, our customers or other third parties could expose us, our employees, our customers or other affected third parties to a risk of loss or misuse of this information, result in regulatory enforcement, litigation and potential liability for us, damage our brand and reputation or otherwise harm our business. We rely in certain limited capacities on third-party data management providers and other vendors whose possible security problems and security vulnerabilities may have similar effects on us.

information.

Risks Related to Investment in Our Common Stock

Volatility in the stock market, fluctuations in quarterly operating results and other factors could adversely affect the market price of our common stock.

The market price for our common stock in the past has been, and in the future may continue to be, significantly affected by factors such as our announcement of new products or services or such announcements by our competitors; technological innovation by us, our competitors or other vendors; quarterly variations in our operating results or the operating results of our competitors; general conditions in our or our customers’ markets; and changes in earnings estimates by analysts or reported results that vary materially from such estimates. In addition, the stock market has experienced significant price fluctuations that have affected the market prices of equity securities of many companies that have been unrelated to the operating performance of any individual company.

~~No assurance can be given that we will~~

We may not continue to pay dividends or as to pay dividends at the ~~amount of any dividend~~same rate we ~~pay.~~

~~The~~have paid in our most recent fiscal quarters.

Our payment of dividends, as well as the amount of any dividends, is solely at the discretion of our Board of Directors. Future dividend payments, if any, also will be subject to our financial results and the availability of statutory surplus funds to pay dividends. These factors could result in a change to our current policy of paying dividends.

~~We identified a material weakness in our internal controls related~~Any failure by us to ~~ineffective information technology general controls which, if not remediated appropriately or timely,~~maintain effective control over financial reporting could result in loss of investor confidence and adversely impact our stock price.

~~Internal controls related to the operation of information technology (“IT”) systems are critical to maintaining adequate internal control over financial reporting. As disclosed~~

If we experience material weaknesses in Part II, Item 9A. Controls and Procedures during the fourth quarter of fiscal 2020, management identified a material weakness in internal control related to ineffective information technology general controls in the areas of user access over certain IT systems that support the Company’s financial reporting processes. As a result, management concluded that our internal control over financial reporting was not effective as of December 31, 2020. We seek to remediate the material weakness prior to the end of fiscal 2021, but may not succeed in doing so. Remedial measures may require us to invest in additional technology and ~~other expenses. If we~~ are unable to remediate ~~the~~such material ~~weakness,~~weaknesses, or are otherwise unable to maintain effective internal control over financial reporting or our disclosure controls and procedures, our ability to record, process and report financial information accurately and to prepare financial statements within required time periods, could be adversely affected, which could subject us to litigation or investigations requiring management resources and payment of legal and other expenses, negatively affect investor confidence in our financial statements, and adversely impact our stock price.

For example, we previously reported a material weakness in our internal control over financial reporting, which we fully remediated in fiscal 2021, related to ineffective information technology controls related to user access over certain information technology systems.

ITEM 1B. UNRESOLVED STAFF COMMENTS

~~None.~~

ITEM 1C. CYBERSECURITY

We face numerous cybersecurity risks that include cyber-based attacks and other security threats to our systems. We also could be adversely affected by cybersecurity incidents affecting our suppliers and other third-party service providers. To meet these threats, we expend considerable resources on cybersecurity risk management, strategy and governance.

The Board of Directors, directly and through its Audit Committee, oversees our cybersecurity risk management. The Board of Directors reviews material cybersecurity risks we face, approves strategic priorities, and monitors progress made towards those priorities. The Audit Committee is responsible under its charter for reviewing with our management our policies and procedures with respect to cybersecurity risks and the processes management has implemented to monitor and mitigate those risk exposures. On a regular basis, the Audit Committee considers management’s reports on significant changes to our cybersecurity policies and standards, as well as risk mitigation and remediation efforts being undertaken with respect to cybersecurity incidents and under the program generally. The Audit Committee regularly reports to the Board of Directors on its activities with respect to cybersecurity matters.

In general, our incident and crisis management plans are aligned with the National Institute of Standards and Technology (NIST) framework for cybersecurity. These plans are intended to provide a framework and processes that allow us to take a consistent approach to cybersecurity before, during and after a cybersecurity incident. Our plans are reviewed and updated periodically. In addition, we conduct cybersecurity tabletop exercises to simulate an actual incident and increase our team’s awareness and preparedness. Based upon these activities, we maintain a risk register to track identified vulnerabilities and associated mitigation plans. We also regularly conduct security awareness training and phishing exercises for our employees around the world to help them identify and report suspicious activity.

We have implemented a number of cybersecurity risk management processes to assess, identify and manage material risks from cybersecurity threats. We conduct real-time monitoring of our environment for suspicious cyber activity using a variety of security tools and centralized logging systems. In addition, we leverage threat intelligence monitoring to stay updated on emerging cyber threats and vulnerabilities and, utilizing this information, conduct regular vulnerability assessments. Furthermore, we conduct regular penetration tests to simulate real-world attacks and identify weaknesses.

To supplement our internal resources, we engage external consultants to conduct independent assessments, perform penetration testing, and provide other cybersecurity-related services as needed. We also utilize external consultants and legal counsel to facilitate cybersecurity tabletop simulations. In addition, we engage external vendors to review and test key controls within our cybersecurity program.

We regularly assess cybersecurity risks associated with our use of suppliers and other third-party service providers. In this process, we classify by level of risk our principal suppliers and other key service providers and evaluate their data security controls and changes in potential cybersecurity risk levels. In addition, our contracts with these service providers require them to promptly report security incidents to us and to provide us with access to relevant information and resources to allow us to conduct related investigations.

Our cybersecurity risk management processes are integrated as part of our overall enterprise risk management (ERM) processes. Our Audit Committee conducts its oversight of our cybersecurity risk management as part of its oversight of our

enterprise risk management policies and procedures. In addition, we conduct an annual survey of over 150 Ingredion business leaders across multiple functions and geographic locations that asks them to evaluate the potential severity and likelihood of cybersecurity matters, among other enterprise and information technology risks. We solicit their views on information and data security protection against cyber and internal threats, reliability of systems including disaster recovery related to malware or other cyber threats, and system implementation failures, and use the responses to modify our risk mitigation strategies accordingly.

Subject to oversight by our Board of Directors and Audit Committee, as described above, our Chief Digital and Information Officer is responsible for developing and guiding our global information technology and digital strategy, which includes overseeing cybersecurity risk management. The Chief Digital and Information Officer provides guidance on cybersecurity strategy initiatives and risk mitigation activities to the Senior Director, Global Information Security and the associated function. Our Chief Digital and Information Officer and our Senior Director, Global Information Security provide regular reports on security incident activity, including containment and remediation measures as relevant, and other cybersecurity risk management matters to the Board of Directors and the Audit Committee.

Our Chief Digital and Information Officer has over 30 years of experience at multinational companies, including six years of service at our company in his current position as a digital leader and executive, including experience managing and responding to cybersecurity risks. He holds a bachelor’s degree in computer science. Our Senior Director, Global Information Security has over two decades of service at multinational companies and a federal government agency, including over one year of service at our company in his current position dedicated to information technology and cybersecurity, and possesses significant experience in protecting critical data and building cybersecurity-resilient organizations. He holds a bachelor’s degree in telecommunications management and a master’s degree in cybersecurity, as well as a current Certified Information Systems Security Professional (CISSP) certification.

To date, the risks from cybersecurity threats have not materially affected us. Notwithstanding our investment in cybersecurity, however, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on our business, results of operations, or financial condition.

For a discussion of cybersecurity risks affecting our business, see Item 1A - Risk Factors - Risks Related to Our Information Technology Systems.

ITEM 2. ~~PROPERTIE~~S

~~We own~~PROPERTIES

As of December 31, 2023, we owned or ~~lease (as noted below),~~leased, directly and through our consolidated subsidiaries, 4647 manufacturing facilities. In addition, we lease our corporate headquarters in Westchester, ~~Illinois and~~Illinois; our ~~research and development~~R&D facility in Bridgewater, New ~~Jersey.~~

~~The following list provides information about~~Jersey; and shared service centers in Tulsa, Oklahoma; Guadalajara, Mexico; and Kuala Lumpur, Malaysia.

As of February 21, 2024, after the February 1, 2024 divestiture of our ~~manufacturing facilities within each of~~South Korea operations, our four reportable business segments ~~as of January 31, 2021:~~

include the following 45 manufacturing facilities:

North America

~~South America~~

~~Asia-Pacific~~

~~EMEA~~

Cardinal, Ontario, Canada

~~Baradero, Argentina~~

Owned

~~Ganzhou, China~~

~~Hamburg, Germany~~

London, Ontario, Canada

~~Chacabuco, Argentina~~

Owned

~~Shandong Province, China~~

~~Cornwala, Jaranwala, Pakistan~~

Vanscoy, Saskatchewan, Canada

~~Balsa Nova, Brazil~~

Owned

~~Shanghai, China~~

~~Rakh Canal, Faisalabad, Pakistan~~

San Juan del Rio, Queretaro, Mexico

~~Cabo, Brazil~~

Owned

~~Enstek, Malaysia~~

~~Mehran, Jarnshoro, Pakistan~~

Guadalajara, Jalisco, Mexico

~~Mogi-Guacu, Brazil~~

Owned

~~Icheon, South Korea~~

~~Goole, United Kingdom~~ ~~(b)~~

Mexico City, CDMX, Mexico

~~São Goncalo, Rio de Janeiro, Brazil~~

Owned

~~Incheon, South Korea~~

Oxnard, California, U.S.~~(a)~~

~~Barranquilla, Colombia~~

Leased

~~Ban Kao Dien, Thailand~~

Idaho Falls, Idaho, U.S.

~~Cali, Colombia~~

Owned

~~Kalasin, Thailand~~

Bedford Park, Illinois, U.S.

~~Lima, Peru~~

Owned

~~Sikhiu, Thailand~~

Mapleton, Illinois, U.S.

Owned

~~Banglen, Thailand~~ ~~(a)~~

Indianapolis, Indiana, U.S.

Owned

Cedar Rapids, Iowa, U.S.

Owned

Fort Fairfield, Maine, U.S.

Owned

Belcamp, Maryland, U.S.

Owned

North Kansas City, Missouri, U.S.

Owned

South Sioux City, Nebraska, U.S.

Owned

Winston-Salem, North Carolina, U.S.

Owned

Salem, Oregon, U.S.

Owned

Charleston, South Carolina, U.S.

Owned

Richland, Washington, U.S.

Owned

Moses Lake, Washington, U.S.

Owned

Plover, Wisconsin, U.S.

Owned

South America

Alcantara, Brazil

Owned

Balsa Nova, Brazil

Owned

Cabo, Brazil

Owned

Mogi-Guacu, Brazil

Owned

Barranquilla, Colombia

Owned

Cali, Colombia

Owned

Lima, Peru

Owned

Asia-Pacific

Ganzhou, China

Owned

Shandong Province, China

Owned

Shanghai, China

Owned

Ahmedabad, Gujarat, India

Owned

Malegaon, Nashik, Maharashtra, India

Owned

Enstek, Malaysia

Owned

Ban Kao Dien, Thailand

Owned

Kalasin, Thailand

Owned

Sikhiu, Thailand

Owned

Banglen, Thailand

Leased

EMEA

Hamburg, Germany

Owned

Wesenberg, Germany

Owned

Cornwala, Jaranwala, Pakistan

Owned

Mehran, Jamshoro, Pakistan

Owned

Rakh Canal, Faisalabad, Pakistan

Owned

Goole, United Kingdom

Partially leased

~~(a)~~

~~Facility is leased.~~

~~(b)~~

~~Facility is partially owned and partially leased.~~

We believe our manufacturing facilities are sufficient to meet our current production ~~needs. We~~commitments, and we conduct preventive maintenance and de-bottlenecking programs designed to ~~further~~ improve grind capacity and facility reliability.

Furthermore, we intend to continue capital investments to support updates, modifications, improvements and efficient operations of our facilities for the foreseeable future.

We have electricity or biomass co-generation facilities at our manufacturing facilities in London, Ontario, Canada; Cardinal, Ontario, Canada; Bedford Park, Illinois; Winston-Salem, North Carolina; San Juan del Rio, Queretaro and Mexico City, CDMX, Mexico; Cali, Colombia; Cornwala, Jaranwala, Pakistan; and Balsa Nova and Mogi-Guacu, Brazil. These facilities provide electricity at a lower cost than is available from third parties. We generally own and operate the co-generation facilities, except for the facilities at our Mexico City and Brazil locations, which are owned by and operated pursuant to co-generation agreements with third parties.

In recent years, we have made significant capital expenditures to update, expand and improve our facilities. Total cash paid for capital expenditures and mechanical stores was $340 million in 2020. We expect that these capital expenditures will allow us to operate efficient facilities for the foreseeable future.

Table of ~~Contents~~Con tents

ITEM 3. LEGAL PROCEEDINGS

In September 2022, following certain air emissions testing Ingredion performed at our Bedford Park, Illinois manufacturing facility, we reported to the Illinois Environmental Protection Agency (the “Illinois EPA”) that certain emissions had exceeded applicable limits under an air emissions permit. On February 8, 2023, the Illinois EPA issued to us a Notice of Violation with respect to the matter addressed in our report. Violations of the Illinois environmental statute could result in the imposition of civil or criminal monetary penalties. We are engaged in discussions with the Illinois EPA regarding this matter.

In 2015 and 2016, ~~the Company~~we self-reported certain monitoring and recordkeeping issues relating to environmental regulatory matters involving ~~its~~our Indianapolis, Indiana manufacturing facility. In September 2017, following inspections and ~~the~~our provision ~~by the Company~~ of requested information to the U.S. Environmental Protection Agency (the ~~“EPA"~~“EPA”), the EPA issued ~~the Company~~to us a Notice of Violation, which included additional alleged violations beyond those ~~self-reported by the Company.~~we self-reported. These additional alleged violations primarily ~~relate~~related to the results of stack testing at the facility. ~~No individual allegation in the Notice of Violation, whether from the self-reported information, the inspections or the additional requested information, is material to us.~~ The EPA ~~has~~ referred the overall matter to the U.S. Department of Justice, Environment and Natural Resources Division (the ~~"DOJ"~~“DOJ”). ~~The DOJ and~~In November 2023, in the ~~Company began discussions with respect to~~final resolution of this matter, ~~in September 2020. Negotiations between~~we entered into a consent decree to settle claims that we violated the ~~Company and the DOJ with respect~~Clean Air Act. The consent decree required us to pay a civil penalty of $1.1 million, contribute $0.6 million to the ~~Notice~~State of ~~Violation are continuing~~Indiana to support Brownfields redevelopment in and ~~no litigation has been initiated~~around Marion County, Indiana, and undertake projects at the Indianapolis facility to reduce and offset unpermitted emissions of particulate matter and to comply with ~~respect~~lower future particulate matter limits.

In addition to the ~~Notice of Violation.~~

Weforegoing matters, we are currently subject to claims and suits arising in the ordinary course of business, including those relating to labor matters, certain environmental proceedings and commercial claims. We also routinely receive inquiries from regulators and other government authorities relating to various aspects of our business, including with respect to compliance with laws and regulations relating to the environment, and at any given time we have matters at various stages of resolution with the applicable governmental authorities. The outcomes of these matters are not within our complete control and may not be known for prolonged periods of time. We do not believe that the results of currently known legal proceedings and inquires will be material to us. There can be no assurance, however, that such claims, suits or investigations or those arising in the future, whether taken individually or in the aggregate, will not have a material adverse effect on our financial condition or results of operations.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

Table of ~~Contents~~Con tents

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information:

~~Trading:~~ ~~Shares of our~~ Our common stock ~~are traded~~is listed on the New York Stock Exchange under the ~~ticker~~ symbol “INGR.”

Holders:

~~Holders:~~ ~~The number of active stockholders~~ At February 15, 2024, there were 2,979 holders of record of our common ~~stock was 3,491 at January 31, 2021.~~

stock.

Dividends:

~~Dividends:~~ We have a history of paying quarterly dividends. The amount and timing of the dividend payment, if any, is based on a number of factors, including our future estimated earnings, financial position and cash flow. The payment of a dividend, as well as the amount of any dividend, is solely at the discretion of our Board of Directors. Future dividend payments will be subject to our financial results and the availability of funds and statutory surplus to pay dividends.

Issuer Purchases of Equity Securities: The following provides information about our stock repurchase ~~program.~~

program during the fourth quarter of 2023:

(shares in thousands)

Total
Number
of Shares
Purchased

Average
Price
Paid
per Share

~~Maximum Number~~

~~(or Approximate~~

Total Number of

Shares Purchased as
Part of Publicly
Announced Plans or
Programs

Maximum Number
(or Approximate
Dollar Value) of

~~Total~~

~~Average~~

~~Shares Purchased as~~

Shares That May Yet

~~Number~~

~~Price~~

~~Part of Publicly~~

be Purchased Under

the 2022 Stock Repurchase Program

~~of Shares~~

~~Paid~~

~~Announced Plans or~~

~~the Plans or Programs~~

~~(shares in thousands)~~

~~Purchased~~

~~per Share~~

~~Programs~~

~~at End of Period~~

October 1 – October 31, ~~2020~~

2023

—

—5,000

~~5,855 shares~~

November 1 – November 30, ~~2020~~

2023

—

—5,000

~~5,855 shares~~

December 1 – December 31, ~~2020~~

2023

—

—5,000

~~5,855 shares~~

Total

—

On ~~October 22, 2018,~~September 26, 2022, the Board of Directors ~~authorized~~approved a stock repurchase program ~~permitting~~authorizing us to purchase up to ~~8.0~~6.0 million shares of our outstanding ~~shares of~~ common stock ~~from November 5, 2018 through~~until December 31, ~~2023.~~2025. At December 31, ~~2020,~~2023, we ~~have 5.9~~had 5.0 million shares available for repurchase under ~~our current~~the stock repurchase program.

ITEM 6. [RESERVED]

Not applicable.

Table of ~~Contents~~

Con tents

~~ITEM 6. SELECTED FINANCIAL DATA~~

~~Selected financial data is provided below.~~

(in millions, except per share amounts)

2020 (a)

2019 (b)

2018

2017

2016 (c)

Summary of operations:

Net sales

$
5,987

$
6,209

$
6,289

$
6,244

$
6,022

Net income attributable to Ingredion

348
(d)

413
(e)

443
(f)

519
(g)

485
(h)
Net earnings per common share of Ingredion:

Basic

5.18
(d)

6.17
(e)

6.25
(f)

7.21
(g)

6.70
(h)
Diluted

5.15
(d)

6.13
(e)

6.17
(f)

7.06
(g)

6.55
(h)
Cash dividends declared per common share of Ingredion

2.54

2.51

2.45

2.20

1.90

Balance sheet data:

Working capital

$
1,189

$
1,193

$
1,192

$
1,458

$
1,274

Property, plant and equipment, net

2,455

2,306

2,198

2,217

2,116

Total assets

6,858

6,040

5,728

6,080

5,782

Long-term debt

1,748

1,766

1,931

1,744

1,850

Total debt

2,186

1,848

2,100

1,864

1,956

Total equity (i)

$
2,972

$
2,741

$
2,408

$
2,917

$
2,595

Shares outstanding, year end

67.0

66.8

66.5

72.0

72.4

Additional data:

Depreciation and amortization

$
213

$
220

$
247

$
209

$
196

Mechanical stores expense

54

57

57

57

57

Capital expenditures and mechanical stores purchases

340

328

350

314

284

~~(a)~~

~~Includes PureCircle Limited (“PureCircle”) from July 1, 2020 forward.~~

~~(b)~~

~~Includes Western Polymer LLC (“Western Polymer”) from March 1, 2019 forward.~~

~~(c)~~

~~Includes TIC Gums Incorporated at December 31, 2016 for balance sheet data only.~~

~~(d)~~

Includes after-tax restructuring expenses of $75 million, including $19 million of net restructuring related expenses as part of our Cost Smart Cost of sales program, $19 million of employee-related and other costs, including professional services, associated with our Cost Smart Selling, General and Administrative program (“Cost Smart SG&A”), $27 million from an impairment of an indefinite lived tradename intangible asset, and a $10 million impairment of an equity method investment. Additionally, includes after-tax income of $27 million related to Brazil tax items, after-tax expense of $17 million related to other matters and $9 million of after-tax and after-non-controlling interests acquisition/integration expenses.

~~(e)~~

Includes after-tax restructuring expenses of $44 million, including $22 million of net restructuring related expenses as part of our Cost Smart Cost of sales program and $22 million of employee-related and other costs, including professional services, associated with our Cost Smart SG&A program. Additionally, includes after-tax income of $11 million related to Brazil tax items, after-tax expense of $3 million related to other matters and $2 million of after-tax acquisition/integration expenses.

~~(f)~~

Includes after-tax restructuring charges of $51 million consisting of costs associated with the Cost Smart Cost of sales program in relation to the cessation of wet-milling at the Stockton, California manufacturing facility, employee-related severance and other costs in relation to the Cost Smart SG&A program, other costs related to the North America Finance Transformation initiative, and other costs related to abandonment of certain assets related to our leaf extraction process in Brazil. Additionally, includes after-tax charge of $3 million to the provision for income taxes related to the enactment of the TCJA in December 2017.

~~(g)~~

Includes after-tax restructuring charges of $31 million consisting of employee-related severance and other costs associated with the restructuring in Argentina, restructuring charges related to the abandonment of certain assets related to our leaf extraction process in Brazil, employee-related severance and other costs associated with the Finance Transformation initiative, and other restructuring charges including employee-related severance costs in North America and a refinement of estimates for prior year restructuring activities. Additionally, includes after-tax charge of $23 million to the provision for income taxes related to the enactment of the TCJA in December 2017, $6 million related to the flow-through of costs primarily associated with the sale of TIC Gums inventory that was adjusted to fair value at the acquisition date in accordance with business combination accounting rules, and $3 million associated with the integration of acquired operations, partially offset by a tax benefit of $10 million due to deductible foreign exchange loss resulting from the tax settlement between the U.S. and Canada, and a $6 million after-tax gain from an insurance settlement primarily related to capital reconstruction.

~~Table of Contents~~

~~(h)~~

Includes after-tax restructuring charges of $14 million consisting of employee severance-related charges and other costs associated with the execution of global IT outsourcing contracts, severance-related costs attributable to our optimization initiatives in North America and South America, and additional charges pertaining to our 2015 Port Colborne, Canada manufacturing facility sale. Additionally, includes after-tax costs of $2 million associated with the integration of acquired operations and $27 million associated with an income tax matter.

~~(i)~~

~~Includes non-controlling interest.~~

~~Table of Contents~~

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the Consolidated Financial Statements and related notes included elsewhere in this report. This discussion contains forward-looking statements that are subject to numerous risks and uncertainties. Actual results may differ materially from those contained in any forward-looking statements. See “Forward-Looking Statements” above.

Overview

We are a major supplier of high-quality food and industrial ingredient solutions to customers around the world. ~~We have 46~~As of December 31, 2023, we had 47 manufacturing facilities located in North America, South America, Asia-Pacific and ~~Europe, the Middle East and Africa (“EMEA”),~~EMEA, and we manage and operate our businesses at a regional level. ~~We believe this~~This approach provides us with a unique understanding of the cultures and product requirements in each of the geographic markets in which we operate, bringing added value to our customers. Our ingredients are used by customers in the food, beverage, brewing and animal feed industries, among others.

~~Our strategic growth roadmap is based~~

We acquired a 65 percent controlling interest in Mannitab Pharma Specialties Private Limited (“Mannitab”), an Indian manufacturer of spray dried mannitol and fine grade mannitol, on ~~five growth platforms~~December 1, 2022; 100 percent of Amishi Drugs and ~~is designed~~Chemicals Private Limited (“Amishi”), an Indian manufacturer of chemically modified starch-based pharmaceutical excipients, on August 1, 2022; and 100 percent of KaTech, a German-headquartered provider of advanced texture and stabilization solutions to ~~deliver shareholder value by accelerating customer co-creation~~the food and enabling consumer-preferred innovation. Our first platform is starch-based texturizers, the second platform is clean and simple ingredients, the third platform is plant-based proteins, the fourth platform is sugar reduction and specialty sweeteners, and finally, our fifth platform is value-added food systems.

Critical success factors in our business include managing our manufacturing costs, including costs for corn, other raw materials, and utilities. In addition, our global operations expose us to fluctuations in foreign currency exchange rates. We use derivative financial instruments, when appropriate, for the purpose of minimizing the risks and costs associated with fluctuations in certain raw material and energy costs, foreign exchange rates, and interest rates.beverage industry, on April 1, 2021. The capital intensive nature of our business requires that we generate significant cash flow over time in order to selectively reinvest in our operations and grow organically, as well as to expand through strategic acquisitions and alliances. We utilize certain key financial metrics relating to return on invested capital and financial leverage to monitor our progress toward achieving our strategic business objectives (see section entitled “Key Financial Performance Metrics”).

For the year ended December 31, 2020, operating income, net income, and diluted earnings per common share declined from 2019 levels. The decreases were attributable primarily to reductions in volumes driven by government-mandated shutdowns associated with COVID-19, particularly in the Americas, increased restructuring and impairment charges associated with the impairments of an indefinite-lived intangible asset and an equity method investment, and the results of the acquired ~~operations of PureCircle Limited (“PureCircle”). The declines were partially offset by the benefit from Brazilian tax matters.~~

~~COVID-19:~~ ~~Our operations~~businesses are included in recent periods have been adversely affected by impacts of COVID-19. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020 the United States declared a national emergency with respect to COVID-19. Our global operations expose us to risks associated with public health crises, including pandemics such as COVID-19. Foreign governmental organizations and governmental organizations at the national, state and local levels in the United States have taken various actions to combat the spread of COVID-19, including imposing stay-at-home orders and closing “non-essential” businesses and their operations. As a manufacturer of food ingredients, our operations are considered “essential” under most current COVID-19 government regulations, and our facilities are operating globally. We did not experience any material supply chain interruptions during the twelve months ended December 31, 2020 and were able to continue to operate and ship products from our global network of manufacturing facilities without material interruptions. We experienced sales volume decline in the second and third quarters of 2020 due to COVID-19 impacts on consumer mobility and consumption. We place top priority on our employees’ health and safety and continue to follow the advice and the guidelines of public health authorities for physical distancing and to make available personal protective equipment and sanitization supplies.

The Company anticipates continued impacts from COVID-19 on net sales volume across our operating segments in the first quarter of 2021. We are monitoring COVID-19 infection rates as well as the pace and effectiveness of vaccination rollouts, as the net sales volume is generally correlated with increased consumer activity and availability of food and beverages consumed away from home.

~~Table of Contents~~

~~Restructuring and Impairment Charges:~~ In July 2018, we announced a $125 million savings target for our Cost Smart program, designed to improve profitability, further streamline our global business, and deliver increased value to stockholders. We set Cost Smart savings targets to include an anticipated $75 million in Cost of sales savings, including freight, and $50 million in anticipated SG&A savings by year-end 2021. Since the program’s inception, we have periodically updated our savings targets and we now expect to deliver $170 million in total savings by year-end 2021.

Our Cost Smart program and other initiatives resulted in restructuring charges in 2020. For the year ended December 31, 2020, we recorded a total of $48 million of pre-tax restructuring charges related to these programs, a decrease of $9 million from the restructuring charges recorded for 2019. We recorded $25 million of restructuring charges for our Cost Smart SG&A program, primarily related to professional service costs in North America during the year, and $23 million of restructuring charges for our Cost Smart Cost of sales program, primarily related to facility and product line closures during the year.

During the year ended December 31, 2020, we also recorded $45 million of pre-tax impairment charges, including a $35 million charge related to an impairment of our indefinite-lived intangible asset associated with the TIC Gums tradename and a $10 million other-than-temporary impairment of our equity method investment in Verdient Foods Inc (“Verdient).

~~Storm Damage Costs:~~ We incurred storm damage to the Cedar Rapids, Iowa manufacturing facility, which was shut down for ten days in August 2020. The storm-related damage resulted in $3 million of charges during the twelve months ended December 31, 2020. We recorded the storm damage costs within Other expense (income), netconsolidated financial results beginning on the ~~Condensed~~respective acquisition dates, which affects the comparability of results between years.

In addition, our share of results in joint ventures are classified in our Consolidated Statements of ~~Income.~~

~~Liquidity~~Income in Other operating (income) expense, and ~~Capital Resources:~~ ~~Our cash provided~~comparability between years and between financial statement line items is affected by operating activities increased to $829 million for the year ended December 31, 2020, from $680 million in the prior year primarily due to changes in working capital. Our cash used by investing activities increased to $571 million for the year ended December 31, 2020, from $374 million in the prior year primarily due to the acquisition of a controlling interest in PureCircle. Our cash provided by financing activities was $143 million during the year ended December 31, 2020, while our cash used for financing activities was $364 million for the year ended December 31, 2019. This change was primarily due to our sale of $1 billion of senior notes during the year ended December 31, 2020, offset by payments on debt maturities during the year.

We currently expect that our available cash balances, future cash flow from operations, access to debt markets, and borrowing capacity under our credit facilities will provide us with sufficient liquidity to fund our anticipated capital expenditures, dividends, and other investing and financing activities for at least the next 12 months and for the foreseeable future thereafter. Our future cash flow needs will depend on many factors, including our rate of revenue growth, the timing and extent of our expansion into new markets, the timing of ~~introductions~~and consideration provided to the investments.

While we identify the impacts of ~~new products, potential~~ acquisitions and investments on our results, our discussion below also addresses results of ~~complementary businesses~~operations excluding those impacts, where appropriate, to provide a more comparable 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.

meaningful analysis.

Results of Operations

We have ~~significant~~ operations in four ~~reporting~~reportable business segments: North America, South America, Asia-Pacific and EMEA. Fluctuations in foreign currency exchange rates affect the U.S. dollar amounts of our foreign subsidiaries’ revenues and expenses. For most of our foreign subsidiaries, the local foreign currency is the functional currency. Accordingly, revenues 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. ~~Fluctuations~~

Our business performed well and remained resilient throughout fiscal year 2023. Our targeted pricing actions and proactive cost savings initiatives helped overcome inflation and raw material volatility, leading to growth in ~~foreign currency exchange rates affect the U.S. dollar amounts of our foreign subsidiaries’ revenues~~net sales, operating income, net income and ~~expenses.~~

~~We acquired a controlling interest~~diluted earnings per share in ~~PureCircle on July 1, 2020, acquired Verdient on November 3, 2020, and Western Polymer LLC (“Western Polymer”) on March 1, 2019.~~2023. The ~~results of the acquired businesses are included~~increase in our ~~consolidated financial results from~~net sales and operating income was driven by price and customer mix, partially offset by lower volumes and impacts of foreign exchange rates. The increase in net income was driven by the ~~respective acquisition dates forward. While we identify fluctuations~~above factors in addition to a more favorable effective tax rate primarily due to recent action by the ~~acquisitions,~~Internal Revenue Service increasing our ~~discussion below also addresses results~~ability to claim certain foreign tax credits against U.S. taxes.

For 2023, net sales increased 3 percent to $8.2 billion from $7.9 billion for 2022. Our operating income of ~~operations excluding the impact~~$957 million for 2023 increased by 26 percent from operating income of ~~the acquisitions and the results of the acquired businesses, where appropriate, to provide a more comparable and meaningful analysis.~~

~~Table of Contents~~

~~2020 Compared to 2019 – Consolidated~~

Year Ended December 31,

Favorable (Unfavorable)

Favorable (Unfavorable)

(in millions)

2020

2019

Variance

Percentage

Net sales

$
5,987

$
6,209

$
(222)

(4)
%
Cost of sales

4,715

4,897

182

4
%
Gross profit

1,272

1,312

(40)

(3)
%

Operating expenses

628

610

(18)

(3)
%
Other income, net

(31)

(19)

12

63
%
Restructuring/impairment charges

93

57

(36)

(63)
%

Operating income

582

664

(82)

(12)
%

Financing costs, net

81

81

—

—
%
Other, non-operating expense/(income), net

(5)

1

6

600
%

Income before income taxes

506

582

(76)

(13)
%
Provision for income taxes

152

158

6

4
%
Net income

354

424

(70)

(17)
%
Less: Net income attributable to non-controlling interests

6

11

5

45
%
Net income attributable to Ingredion

$
348

$
413

$
(65)

(16)
%

~~Net Income attributable to Ingredion~~.$762 million for 2022. Net income attributable to Ingredion for ~~2020 decreased~~2023 was $643 million, or $9.60 diluted earnings per share, which represented an increase of 31 percent from $492 million, or $7.34 diluted earnings per share, for 2022. The increases in net sales and operating income were primarily due to ~~$348 million from $413 million in 2019.~~favorable price mix, partially offset by volume declines and foreign exchange impacts. The ~~decrease~~increase in net income was ~~largely attributable~~driven by these factors in addition to ~~lower sales volumes in North America, increased restructuring and impairment charges primarily related to impairments~~a more favorable effective tax rate.

Table of ~~an indefinite-lived intangible asset and an other-than-temporary impairment of our equity method investment in Verdient, and~~Con tents

For the ~~inclusion of~~Year Ended December 31, 2023

With Comparatives for the ~~results of the acquired operations of PureCircle. These effects were partially offset by an increased benefit from the Brazilian tax matter compared to 2019.~~

Year Ended December 31, 2022

Net sales. Net sales ~~were down 4~~increased 3 percent to $8.2 billion for ~~the year ended December 31, 2020 as~~2023 compared to ~~the year ended December 31, 2019.~~$7.9 billion for 2022. The ~~decrease~~increase in ~~full-year~~ net sales was driven by ~~sales volume declines in North America~~price and ~~South America, related primarily to COVID-19 shutdowns in the second~~customer mix, partially offset by lower volumes and ~~third quarters.~~

unfavorable foreign exchange impacts.

Cost of sales. Cost of sales decreased 1 percent to $6.4 billion for ~~the year ended December 31, 2020 was down 4 percent when~~2023 compared to ~~2019,~~$6.5 billion for 2022. The decrease in cost of sales primarily ~~due to the reduction in net sales.~~reflected lower volumes, partially offset by higher input costs. Our gross profit margin ~~was flat at~~increased to 21 percent ~~for the years ended December 31, 2020, and 2019.~~

in 2023 compared to 19 percent in 2022. The increase in gross profit margin was driven by higher net sales in addition to a decrease in cost of sales.

Operating expenses. Operating expenses increased 310 percent to $789 million for ~~the year ended December 31, 2020 as~~2023 compared to ~~the year ended December 31, 2019.~~$715 million for 2022. The increase in operating expenses during 2023 was primarily ~~driven by~~attributable to higher ~~corporate~~compensation costs ~~due~~and spending to ~~continued investments to drive business and digital transformations.~~build long-term capabilities. Operating expenses as a percentage of ~~gross profit,~~net sales was 10 percent in 2023 and 9 percent in 2022.

Other operating (income) expense. Other operating (income) expense was $8 million of income for 2023 compared to $13 million of expense for 2022. The 2023 income was primarily attributable to income in our Argentina joint venture. The 2022 expense was primarily attributable to charges resulting from a U.S.-based work stoppage.

Restructuring/impairment charges. Restructuring and impairment charges increased to $11 million for 2023 from $4 million for 2022, which primarily reflected an other-than-temporary-impairment to our equity method investments. The 2022 charges were 49the result of the completion of our Cost Smart restructuring program.

Financing costs. Financing costs increased 15 percent to $114 million for ~~the year ended December 31, 2020,~~2023 compared to $99 million for 2022. The increase was primarily due to higher interest rates in 2023 as compared to ~~46 percent for the year ended December 31, 2019.~~

2022.

~~Table of Contents~~

~~Other income, net~~~~. Our change in other income, net for the year ended December 31, 2020, as compared to the year ended December 31, 2019, was as follows:~~

Year Ended December 31,

Favorable (Unfavorable)
(in millions)

2020

2019

Variance
Brazil tax matters

$
(36)

$
(22)

$
14
Other

5

3

(2)
Other (income) expense, net

$
(31)

$
(19)

$
12

In 2019 the Company received a favorable judgment from the Federal Court of Appeals in Brazil related to certain indirect taxes collected in prior years. To account for the judgment, the Company recorded a $22 million pre-tax benefit, in accordance with ASC 450, ~~Contingencies~~, for the three and twelve months ended December 31, 2019. In 2020, the Company received another favorable court judgment that further clarifies the calculation of the Company's benefit, resulting in a larger indirect tax claim against the government. As a result, the Company recorded an additional $35 million in pre-tax benefits during the three and twelve months ended December 31, 2020. The Company expects to be entitled to credits against its Brazilian federal tax payments in 2021 and future years. The total benefit recorded represents the Company's current estimate of the credits and interest due from the favorable decisions in accordance with ASC 450, ~~Contingencies~~.

Additionally, during the twelve months ended December 31, 2020, the Company recorded a pre-tax benefit of $1 million related to the reversal of a tax decision on a government subsidy on which the Company had previously paid taxes. The Company also recorded a $3 million tax provision benefit related to this decision.

~~Financing costs, net~~. Our financing costs, net for the year ended December 31, 2020 were flat compared to the year ended December 31, 2019, driven by a reduction in interest expense, partly offset by foreign currency losses.

Provision for income taxes. Our effective income tax rates for ~~the years ended December 31, 2020,~~2023 and ~~2019~~2022 were ~~30.0~~22.4 percent and ~~27.1~~24.9 percent, respectively.

The ~~increase~~decrease in the effective ~~income~~ tax rate was primarily driven by ~~a change in the mix of earnings, including the consolidation of PureCircle, certain one-time items in the year-over-year results and, a decline in~~ the value of the Mexican peso against the U.S. ~~dollar. These items~~dollar, IRS Notice 2023-55, which increased our ability to claim certain foreign tax credits against U.S. taxes, a favorable country earnings mix primarily due to Brazil tax law developments, and a related increase in our foreign-derived intangible income deduction. The effects of these factors were partially offset by the impact of a ~~reduction~~change in our U.S. global intangible low-taxed income (“GILTI”) in accordance with final regulations issued by the U.S. Treasury Department under the TCJA and utilization of previously unbenefited net operating losses compared to a valuation allowance buildBrazilian law that became effective in the ~~year-ago period.~~fourth quarter of 2022 related to non-taxable Brazilian ICMS incentives granted during fiscal years 2018 to 2022.

Net income attributable to non-controlling interests. Net income attributable to non-controlling interests ~~for the year ended December 31, 2020,~~ decreased ~~by 45 percent compared~~ to ~~the year ended December 31, 2019. The decrease was attributable to net losses associated with the acquisition of a controlling interest in PureCircle.~~

~~2020 Compared to 2019 – North America~~

Year Ended December 31,

Favorable (Unfavorable)

Favorable (Unfavorable)

(in millions)

2020

2019

Variance

Percentage

Net sales to unaffiliated customers

$
3,662

$
3,834

$
(172)

(4)
%
Operating income

487

522

(35)

(7)
%

~~Net sales~~. Our decrease in net sales of 4 percent for the year ended December 31, 2020, as compared to the year ended December 31, 2019, was driven by a 5 percent decrease in volume, partially offset by a 1 percent improvement in price/product mix.

~~Operating income~~~~. Our operating income decreased $35~~$8 million for the year ended December 31, 2020, as compared to the year ended December 31, 2019. The decrease was driven by significantly lower away-from-home food and beverage consumption across the region and a government-mandated shutdown of brewery customers in Mexico in

~~Table of Contents~~

~~the second quarter related to COVID-19 impacts, partially offset by lower net corn costs and favorable price mix in the fourth quarter.~~

~~2020 Compared to 2019 – South America~~

Year Ended December 31,

Favorable (Unfavorable)

Favorable (Unfavorable)

(in millions)

2020

2019

Variance

Percentage

Net sales to unaffiliated customers

$
919

$
960

$
(41)

(4)
%
Operating income

112

96

16

17
%

~~Net sales~~. Our decrease in net sales of 4 percent for the year ended December 31, 2020, as compared to the year ended December 31, 2019, was driven by a decrease in foreign currency values against the U.S. dollar of 15 percent and a 1 percent decrease in volume, partially offset by a 12 percent increase in price/product mix.

~~Operating income~~~~. Our increase in operating income of $16~~2023 from $10 million for the year ended December 31, 2020, as compared to the year ended December 31, 2019, was due to strong price mix, which was partially offset by unfavorable foreign currency impacts and lower sales volumes.

2022.

~~2020 Compared to 2019 – Asia-Pacific~~

Year Ended December 31,

Favorable (Unfavorable)

Favorable (Unfavorable)

(in millions)

2020

2019

Variance

Percentage

Net sales to unaffiliated customers

$
813

$
823

$
(10)

(1)
%
Operating income

80

87

(7)

(8)
%

~~Net sales~~. Our decrease in net sales of 1 percent for the year ended December 31, 2020, as compared to the year ended December 31, 2019, was driven by unfavorable volumes of 2 percent and unfavorable price/ product mix of 2 percent, partially offset by inclusion of PureCircle results.

~~Operating income~~. Our decrease in operating income of $7 million for the year ended December 31, 2020, as compared to the year ended December 31, 2019, was driven by inclusion of PureCircle results, which reduced full-year operating income by $11 million.

~~2020 Compared to 2019 – EMEA~~

Year Ended December 31,

Favorable (Unfavorable)

Favorable (Unfavorable)

(in millions)

2020

2019

Variance

Percentage

Net sales to unaffiliated customers

$
593

$
592

$
1

—
%
Operating income

102

99

3

3
%

~~Net sales~~. Our net sales were essentially flat for the year ended December 31, 2020, as compared to the year ended December 31, 2019, as favorable price/ product mix and volumes were offset by unfavorable foreign exchange impacts.

~~Operating income~~. Operating income increased by $3 million for the year ended December 31, 2020, as compared to the year ended December 31, 2019. The increase was largely attributable to Pakistan pricing actions, strong EMEA specialty sales, and lower operating expenses in Europe. These effects were partially offset by the impacts of stay-at-home orders on Pakistan sales volume in the first half of the year and negative Pakistan foreign currency impacts

~~Table of Contents~~

~~2019 Compared to 2018 – Consolidated~~

Year Ended December 31,

Favorable (Unfavorable)

Favorable (Unfavorable)

(in millions)

2019

2018

Variance

Percentage

Net sales

$
6,209

$
6,289

$
(80)

(1)
%
Cost of sales

4,897

��
4,921

24

—
%
Gross profit

1,312

1,368

(56)

(4)
%

Operating expenses

610

611

1

—
%
Other income, net

(19)

(10)

9

90
%
Restructuring/impairment charges

57

64

7

11
%

Operating income

664

703

(39)

(6)
%

Financing costs, net

81

86

5

6
%
Other, non-operating income

1

(4)

(5)

(125)
%

Income before income taxes

582

621

(39)

(6)
%
Provision for income taxes

158

167

9

5
%
Net income

424

454

(30)

(7)
%
Less: Net income attributable to non-controlling interests

11

11

—

—
%
Net income attributable to Ingredion

$
413

$
443

$
(30)

(7)
%

Net Income attributable to Ingredion. Net income attributable to Ingredion for ~~the year ended December 31, 2019 decreased~~2023 increased to ~~$413~~$643 million from ~~$443~~$492 million for ~~the year ended December 31, 2018. Our results for the year ended December 31, 2019 included $32 million of one-time after-tax~~2022. The increase in net ~~costs, driven~~income was primarily by after-tax restructuring costs of $44 million. The restructuring charges consist of costs associated with our Cost Smart Cost of sales program in relation to the closure of the Lane Cove, Australia production facility, and costs related to the Cost Smart SG&A program, including professional services and employee-related severance primarily in the North America and South America segments.

Our results for 2018 included $54 million of one-time after-tax net costs, driven primarily by after-tax restructuring costs of $51 million. The restructuring charges consist of costs associated with our Cost Smart Cost of sales program in relation to the cessation of wet-milling at the Stockton, California manufacturing facility, costs related to the Cost Smart SG&A program, including employee-related severance and other costs for restructuring projects in the South America, Asia-Pacific, and North America segments, costs related to the Latin America and North America Finance Transformation initiatives, and costs related to the cessation of our leaf extraction process in Brazil. During the year ended December 31, 2018, we adjusted our provisional amounts related enactment of the TCJA and recognized an incremental $3 million of tax expense related to the TCJA.

~~Net sales~~~~. Net sales were slightly down for the year ended December 31, 2019 as compared to the year ended December 31, 2018. Changes in foreign currency exchange rates and volume reduction~~ due to ~~the cessation of Stockton wet milling were~~price and customer mix and a more favorable effective tax rate, which was partially offset by ~~favorable price/product mix.~~

~~Cost of sales~~~~. Cost of sales for year ended December 31, 2019 was flat as compared to the year ended December 31, 2018 primarily due to higher net corn costs that were offset by~~ lower volume. Our gross profit margin was 21 percent and 22 percent for the years ended December 31, 2019, and 2018, respectively. The gross profit margin decrease primarily reflected higher costs for raw materials.

volumes.

~~Operating expenses~~. Operating expenses for the year ended December 31, 2019, were flat as compared to the year ended December 31, 2018. This was primarily driven by lower selling costs, offset by higher general and administrative costs. Operating expenses, as a percentage of gross profit, were 46 percent for the year ended December 31, 2019, as compared to 45 percent for the year ended December 31, 2018.

~~Table of Contents~~

~~Other income, net~~~~. Our change in other income, net for the year ended December 31, 2019, as compared to the year ended December 31, 2018, was as follows:~~

Year Ended December 31,

Favorable (Unfavorable)

(in millions)

2019

2018

Variance

Brazil tax matters

$
(22)

$
—

$
22

Value-added tax recovery

—

(5)

(5)

Other

3

(5)

(8)

Other (income) expense, net

$
(19)

$
(10)

$
9

In January 2019, the Company’s Brazilian subsidiary received a favorable decision from the Federal Court of Appeals in Sao Paulo, Brazil, related to certain indirect taxes collected in prior years. As a result of the decision, the Company expects to be entitled to indirect tax credits against its Brazilian federal tax payments in 2020 and future years. The Company finalized its calculation of the amount of the credits and interest due from the favorable decision, concluding that the Company could be entitled to approximately $86 million of credits spanning a period from 2005 to 2018. The Department of Federal Revenue of Brazil, however, issued an Internal Ruling in which it charged that the Company is entitled to only $22 million of the calculated indirect tax credits and interest for the period from 2005 to 2014. The Brazil National Treasury has filed a motion for clarification with the Brazilian Supreme Court, asking the Court, among other things, to modify the lower court’s decision to approve the Internal Ruling, which could impact the decision in favor of the Company. Due to the uncertainty arising from the issuance of the Internal Ruling, the Company recorded $22 million of credits in 2019 in accordance with ASC 450, ~~Contingencies~~. The $22 million of future tax credits, which was recorded in the Consolidated Income Statement in Other income, resulted in additional deferred income taxes of $8 million. The income taxes will be paid as and when the tax credits are utilized. The Company received further clarification from the court in 2020 regarding the calculation of the Company’s benefits and recorded additional credits, as described above in the discussion of the Company’s 2020 results.

~~Financing costs, net~~. Our financing costs, net for the year ended December 31, 2019 decreased $5 million from the year ended December 31, 2018, driven by a reduction in foreign currency losses, partly offset by higher interest expense.

~~Provision for income taxes~~. ~~Our effective income tax rates for the years ended December 31, 2019 and 2018 were 27.1 percent and 26.9 percent, respectively.~~

The increase in the effective tax rate was primarily driven by a reduction in the excess tax benefit related to share-based payment awards. This was offset by the revaluation of the Mexican Peso versus the U.S. dollar which impacted the U.S. dollar denominated balances held in Mexico compared to the devaluation of the Mexican Peso versus the U.S. dollar, in the prior year. Additionally, the effective tax rate was reduced from the prior year due to relatively lower valuation allowances on Argentine net operating losses.

~~Net income attributable to non-controlling interests~~~~. Net income attributable to non-controlling interests for the year ended December 31, 2019, was flat when compared to the year ended December 31, 2018.~~

~~2019 Compared to 2018 –~~ North America

Year Ended December 31,

Favorable (Unfavorable)

Favorable (Unfavorable)

(in millions)

2019

2018

Variance

Percentage

Net sales to unaffiliated customers

$
3,834

$
3,857

$
(23)

(1)
%
Operating income

522

545

(23)

(4)
%

Net sales. ~~Our decrease in~~North America’s net sales ~~of 1~~increased 5 percent ~~for the year ended December 31, 2019, as compared~~ to ~~the year ended December 31, 2018, was driven by a 2 percent decrease in volume, partially offset by a 1 percent improvement in price/product mix.~~

~~Table of Contents~~

~~Operating income~~~~. Our operating income decreased $23~~$5,188 million for ~~the year ended December 31, 2019, as compared to the year ended December 31, 2018, due to higher net cost of corn and production costs, which were partially offset by favorable pricing.~~

~~2019 Compared to 2018 – South America~~

Year Ended December 31,

Favorable (Unfavorable)

Favorable (Unfavorable)

(in millions)

2019

2018

Variance

Percentage

Net sales to unaffiliated customers

$
960

$
988

$
(28)

(3)
%
Operating income

96

99

(3)

(3)
%

~~Net sales~~. Our decrease in net sales of 3 percent for the year ended December 31, 2019, as compared to the year ended December 31, 2018, was driven by currency devaluations of 20 percent in Argentina and Brazil versus the U.S. dollar, partly offset by a 15 percent increase in price/product mix and 2 percent increase in volume.

~~Operating income~~~~. Our decrease in operating income of $3~~2023 from $4,934 million for the year ended December 31, 2019, as compared to the year ended December 31, 2018, was primarily driven by foreign exchange impacts and higher net corn costs, which were partially offset by favorable pricing actions.

~~2019 Compared to 2018 – Asia-Pacific~~

Year Ended December 31,

Favorable (Unfavorable)

Favorable (Unfavorable)

(in millions)

2019

2018

Variance

Percentage

Net sales to unaffiliated customers

$
823

$
837

$
(14)

(2)
%
Operating income

87

104

(17)

(16)
%

~~Net sales~~~~. Our decrease in net sales of 2 percent for the year ended December 31, 2019, as compared to the year ended December 31, 2018, was driven by unfavorable currency translation.~~

~~Operating income~~. Our decrease in operating income of $17 million for the year ended December 31, 2019, as compared to the year ended December 31, 2018, was driven by higher regional input costs, increased net corn cost in Australia, and foreign exchange impacts.

~~2019 Compared to 2018 – EMEA~~

Year Ended December 31,

Favorable (Unfavorable)

Favorable (Unfavorable)

(in millions)

2019

2018

Variance

Percentage

Net sales to unaffiliated customers

$
592

$
607

$
(15)

(2)
%
Operating income

99

116

(17)

(15)
%

~~Net sales~~. Our decrease in net sales of 2 percent for the year ended December 31, 2019, as compared to the year ended December 31, 2018, was driven by unfavorable foreign exchange of 11 percent, partially offset by volume growth of 2 percent and improved price/product mix of 7 percent.

~~Operating income~~. Our decrease in operating income of $17 million for the year ended December 31, 2019, as compared to the year ended December 31, 2018, was driven by higher raw material costs and unfavorable foreign exchange impacts, driven primarily by the Pakistan rupee, which were partially offset by improved price mix.

~~Liquidity and Capital Resources~~

~~At December 31, 2020, our total assets were approximately $6.9 billion, as compared to approximately $6.0 billion at December 31, 2019.~~2022. The increase was primarily driven by ~~cash on hand after~~price mix, partially offset by volume and unfavorable foreign exchange impacts.

Operating income. North America’s operating income increased 27 percent to $718 million for 2023 from $565 million for 2022. The increase was driven by favorable price mix, partially offset by lower volumes and higher fixed costs.

South America

Net sales. South America’s net sales decreased 6 percent to $1,062 million for 2023 from $1,124 million for 2022. The decrease was primarily driven by volume and price mix, partially offset by favorable foreign exchange impacts.

Operating income. South America’s operating income decreased 16 percent to $142 million for 2023 from $169 million for 2022. The decrease was driven by lower volumes and higher energy costs. On December 13, 2023, the ~~issuance~~new Argentine government allowed the Argentine peso to devalue from the exchange rate of ~~debt, as well as continued capital investment~~approximately 366 pesos to one U.S. dollar,

Table of Con tents

to 800 pesos to one U.S.dollar. Because our accounting policy is to recognize our share of income from the Argentina joint venture one month in ~~growth platforms. Total equity~~arrears, our 2023 results do not reflect the impact of this devaluation.

Asia-Pacific

Net sales. Asia-Pacific’s net sales decreased 2 percent to $1,089 million for 2023 from $1,107 million for 2022. The decrease was driven by volume and unfavorable foreign exchange impacts, partially offset by price mix.

Operating income. Asia-Pacific’s operating income increased 35 percent to ~~approximately $3.0 billion at~~$126 million for 2023 from $93 million for 2022. The increase was primarily driven by lower input costs, partially offset by lower volumes.

EMEA

Net sales. EMEA’s net sales increased 5 percent to $821 million for 2023 from $781 million for 2022. The increase was driven by favorable price mix, partially offset by lower volumes and unfavorable foreign exchange impacts.

Operating income. EMEA’s operating income increased 42 percent to $156 million for 2023 compared to $110 million for 2022. The increase was primarily driven by favorable price mix, partially offset by lower volumes and foreign exchange impacts.

For the Year Ended December 31, ~~2020, from approximately $2.7 billion at~~2022

With Comparatives for the Year Ended December 31, ~~2019. This increase primarily reflects our current year earnings.~~

2021

~~Table~~A discussion of ~~Contents~~

~~During~~ the year-over-year comparison of results for 2022 and 2021 is not included in this report and can be found in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in Ingredion’s annual report on Form 10-K for the fiscal year ended December 31, ~~2020, we sold two tranches of senior notes (the “Notes”), consisting of our 2.900% senior notes due 2030 in the principal amount of $600 million~~2022.

Liquidity and our 3.900% senior notes due 2050 in the principal amount of $400 million. We recorded the aggregate discount of approximately $7 million at which the Notes were issued and capitalized debt issuance costs of approximately $9 million associated with the Notes.

We applied the net proceeds from the sale of the Notes to pay in full the outstanding balance of $394 million under our revolving credit facility described below (“Revolving Credit Facility”) and set aside funds to repay our 4.625% senior notes due November 1, 2020 (the “November 2020 Notes”). On June 8, 2020, we issued a notice for the redemption in full of all $400 million principal amount of the November 2020 Notes. The November 2020 Notes were redeemed on July 9, 2020 for a total redemption price of $409 million, including $4 million of accrued interest and a $5 million “make-whole” premium as set forth in the indenture governing the November 2020 Notes.

~~During the year ended December 31, 2020, we used proceeds from the Revolving Credit Facility to repay $200 million of our 5.62% senior notes due March 25, 2020.~~

On April 12, 2019, we amended and restated the Term Loan Credit Agreement for a $165 million senior unsecured term loan credit facility that was set to mature on April 25, 2019 (“Term Loan”) to establish a 24-month senior unsecured term loan credit facility in an amount up to $500 million that matures on April 12, 2021. We used the $500 million of borrowings under the new facility to pay down the amounts outstanding under the Revolving Credit Facility and to pay off the Term Loan balance. The balance of the amended and restated term loan credit agreement for the new facility (“Amended Term Loan Credit Agreement”) was $380 million as of December 31, 2020 and matures on April 12, 2021.

All borrowings under the Amended Term Loan Credit Agreement bear interest at a variable annual rate based on the specified London Interbank Offered Rate (“LIBOR”) or a base rate, at our election, subject to the terms and conditions thereof, plus, in each case, an applicable margin. We are required to pay a fee on the unused availability under the Amended Term Loan Credit Agreement. The Amended Term Loan Credit Agreement contains customary representations, warranties, covenants and events of default, including covenants restricting the incurrence of liens, the incurrence of indebtedness by our subsidiaries and certain fundamental changes involving the Company and our subsidiaries, subject to certain exceptions in each case. We must also maintain a specified consolidated leverage ratio and consolidated interest coverage ratio. Capital Resources

As of December 31, ~~2020,~~2023, we ~~were~~had total available liquidity of $1.7 billion. Domestic liquidity of $705 million consisted of $32 million in ~~compliance with these financial covenants.~~cash and cash equivalents and $673 million available through our $1.0 billion commercial paper program that had $327 million of outstanding borrowings. The ~~occurrence~~commercial paper program is backed by $1.0 billion of ~~an event of default~~borrowing availability under ~~the Amended Term Loan Credit Agreement could result in all loans and other obligations being declared due and payable and the term loan credit facility being terminated.~~

~~On October 11, 2016, we entered into~~ a five-year ~~senior, unsecured $1 billion~~ revolving credit agreement (the “Revolving Credit Agreement”) for the Revolving Credit Facility, which replaced a $1 billion senior, unsecured revolving credit facility. All committed pro rata borrowings under the Revolving Credit Facility will bear interest at a variable annual rate based on LIBOR or a base rate, at our election, subject to the terms and conditions thereof, plus, in each case, an applicable margin based on our leverage ratio (as reported in the financial statements delivered pursuant to the Revolving Credit Agreement) or our credit rating. Subject to specified conditions, we may designate one or more of our subsidiaries as additional borrowers under the Revolving Credit Agreement provided that we ~~guarantee all borrowings and other obligations of any such subsidiaries thereunder.~~

The Revolving Credit Agreement contains customary representations, warranties, covenants, events of default and other terms and conditions, including covenants restricting liens, subsidiary debt and mergers, subject to certain exceptions in each case. We must also comply with a leverage ratio covenant and an interest coverage ratio covenant. entered on June 30, 2021 as described below.

As of December 31, ~~2020,~~2023, we ~~were in compliance with these financial covenants. The occurrence~~had international liquidity of ~~an event~~$1.0 billion, consisting of ~~default under~~$369 million of cash and cash equivalents and $8 million of short-term investments held by our operations outside the ~~Revolving Credit Agreement could result in all loans and other obligations under the agreement being declared due and payable and the Revolving Credit Facility being terminated.~~

As of December 31, 2020, there were no borrowings outstanding under the Revolving Credit Agreement. The Revolving Credit Agreement expires on October 10, 2021. In addition to borrowing availability under its Revolving Credit

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~~Agreement, the Company has approximately $1.2 billion~~U.S., as well as $652 million of unused operating lines of credit in ~~the various~~ foreign countries ~~in which it operates.~~

~~As of December 31, 2020,~~where we ~~had total debt outstanding of $2.2 billion.~~operate. As ~~of December 31, 2020, our total debt consisted of the following:~~

As of

(in millions)

December 31, 2020

2.900% senior notes due June 1, 2030

$
594

3.200% senior notes due October 1, 2026


497

3.900% senior notes due June 1, 2050

390

6.625% senior notes due April 15, 2037

253

Other long-term borrowings

14

Total long-term debt

1,748

Term loan credit agreement due April 12, 2021

380

Other short-term borrowings

58

Total short-term borrowings

438

Total debt

$
2,186

~~We, as~~ the parent company, we guarantee certain obligations of our consolidated subsidiaries. As of December 31, ~~2020, such~~2023, our guarantees aggregated ~~to $58~~$49 million. We believe that ~~such~~those consolidated subsidiaries will be able to meet their financial obligations as they become due.

Our revolving credit agreement, which is for an unsecured revolving credit facility in an aggregate principal amount of $1.0 billion outstanding at any time, will mature on June 30, 2026. Loans under the facility accrue interest at a per annum rate equal, at our option, to either a specified Secured Overnight Financing Rate (“SOFR”) plus an applicable margin, or a base rate (generally determined according to the highest of the prime rate, the federal funds rate or the specified SOFR plus 1.00 percent) plus an applicable margin. The revolving credit agreement contains customary affirmative and negative covenants that, among other matters, specify customary reporting obligations, and that, subject to exceptions, restrict the incurrence of additional indebtedness by our subsidiaries, the incurrence of liens and the consummation of certain mergers, consolidations and sales of assets. We are subject to compliance, as of the end of each quarter, with a maximum leverage ratio of 3.5 to 1.0 and a minimum ratio of consolidated EBITDA (as defined for purposes of the revolving credit agreement) to consolidated net interest expense of 3.5 to 1.0, with each financial covenant calculated for the most recently completed four-quarter period. As of December 31, 2023, we were in compliance with these financial covenants.

Our commercial paper program allows us to issue senior unsecured notes of short maturities up to a maximum aggregate principal amount of $1.0 billion outstanding at any time. The notes may be sold from time to time on customary terms in the U.S. commercial paper market. We use and intend to continue using the note proceeds for general corporate purposes. During 2023, the average amount of commercial paper outstanding was $397 million with a weighted average interest rate of 5.30 percent over a weighted average maturity of 11 days. As of December 31, 2023, we had $327 million of

Table of Con tents

commercial paper outstanding with a weighted average interest rate of 5.50 percent over a weighted average maturity of 11 days. The amount of commercial paper outstanding under this program in 2024 is expected to fluctuate.

As of December 31, 2023, we had total debt outstanding of $2.2 billion, or $1.7 billion excluding the outstanding commercial paper and other short-term borrowings. Our outstanding debt consists of senior notes where repayment will occur commencing in 2026 through 2050. In December 2023, we paid in full without penalty the $200 million principal outstanding on our term loan that was due on December 16, 2024 (“Term Loan”). The weighted average interest rate on our total indebtedness was 4.5 percent for 2023 and 3.5 percent for 2022.

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 to raise funds in the capital markets.

~~The weighted average interest~~ We currently expect that our available cash balances, future cash flow from operations, proceeds from divestitures, 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 onof revenue growth, cost of raw materials, changing working capital requirements, the timing and extent of our ~~total~~expansion into new markets, the timing of introductions of new products, potential or agreed acquisitions of or investments in 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 ~~was approximately 3.4 percent and 4.3 percent~~to fund our needs for ~~2020 and 2019, respectively.~~

less predictable strategic initiatives, such as acquisitions.

Net Cash Flows

~~A summary of operating~~

Our cash ~~flows for the years ended December 31, 2020, 2019, and 2018 is shown below:~~

Year Ended December 31,

(in millions)

2020

2019

2018

Net income

$
354

$
424

$
454

Depreciation and amortization

213

220

247

Mechanical stores expense

54

57

57

Charge for fair value mark-up of acquired inventory

6

—

—

Deferred income taxes

(7)

3

(23)

Changes in working capital

150

(54)

(118)

Other

59

30

86

Cash provided by operations

$
829

$
680

$
703

~~Cash~~ provided by ~~operations was $829~~operating activities increased to $1,057 million in ~~2020 as compared with $680~~2023 from $152 million ~~for the year ended December 31, 2019.~~in 2022. The increase ~~for the year ended December 31, 2020~~in cash provided by operating activities was primarily ~~due~~attributable to changes in working capital ~~versus~~and current period net income, which excluded net assets and net liabilities we classified as held for sale for the ~~prior year, partly offset by lower net income.~~February 1, 2024 sale of our South Korea business. Cash provided by ~~operations for the year ended December 31, 2019 decreased~~working capital increased to $77 million in 2023, as compared to ~~the year ended December 31, 2018~~cash used for working capital of $664 million in 2022. This increase in cash provided by working capital was primarily due to ~~lower net income~~decreases in ~~the year ended December 31, 2019.~~

~~To manage price risk related~~inventory and trade accounts receivable, which was partially offset by decreases in accounts payable and accrued liabilities during 2023.

Our cash used for investing activities increased to ~~corn purchases,~~$329 million in 2023 from $320 million in 2022, primarily due to increased capital expenditures in 2023. In 2023, we ~~use derivative instruments, consisting~~used $316 million of corn futures and options contracts, to lock in our corn costs associated with firm-priced customer sales contracts. As the market price of these commodities fluctuates, our derivative instruments change in value and we fund any unrealized losses or receive cash for ~~any unrealized gains related to outstanding commodity futures and option contracts. We plan to continue to use~~

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derivative instruments to hedge such price risk and, accordingly, we will be required to make cash deposits to or be entitled to receive cash from our margin accounts depending on the movement in the market price of the underlying commodities.

~~Listed below are our primary investing and financing activities for the years ended December 31, 2020, 2019, and 2018:~~

Year Ended December 31,

(in millions)

2020

2019

2018

Capital expenditures and mechanical stores purchases

$
(340)

$
(328)

$
(350)

Payments for acquisitions, net of cash acquired

(236)

(42)

—

Payments on debt

(1,224)

(1,465)

(738)

Proceeds from borrowings

1,550

1,209

987

Dividends paid (including to non-controlling interests)

(178)

(174)

(182)

Repurchases of common stock

—

63

(657)

On December 11, 2020, our Board of Directors declared a quarterly cash dividend of $0.64 per share of common stock. This dividend was paid on January 28, 2021, to stockholders of record at the close of business on January 4, 2021.

~~We paid $340 million of~~ capital expenditures and mechanical stores purchases to update, expand and improve our facilities, compared to $300 million we paid in ~~2020. In July 2020, we acquired a controlling interest in PureCircle~~2022 for ~~$208~~the same purposes. Capital investment commitments for 2024 are anticipated to be approximately $340 million.

We used $569 million ~~net~~ of cash ~~acquired~~for financing activities in 2023 compared to cash provided by financing activities of ~~$14~~$103 million in 2022. The difference was primarily attributable to increased payments on debt, including the $200 million principal payment on our unsecured Term Loan in December 2023, and a net $203 million reduction of our commercial paper borrowings during 2023.

Also included in cash for financing activities are cash dividends we pay to our common stockholders of record on a quarterly basis. Dividends paid, including those to non-controlling interests, increased 7 percent to $194 million during 2023 from $181 million during 2022. The increase was due to an increase in our quarterly dividend rate per share of common stock, which typically occurs during the third quarter of each fiscal year. During 2023, we also repurchased 1.0 million outstanding shares of our common stock in open market transactions at a net cost of $101 million.

We have not provided foreign withholding taxes, state income taxes and federal and state taxes on foreign currency gains/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. ~~Approximately $427 million of our total cash and cash equivalents and short-term investments of $665 million at December 31, 2020, were held by our operations outside of the U.S.~~

~~Hedging and Financial Risk~~

~~Hedging:~~ We are exposed to market risk stemming from changes in commodity prices (primarily corn and natural gas), foreign-currency exchange rates, and interest rates. In the normal course of business, we actively manage our exposure to these market risks by entering into various hedging transactions, authorized under established policies that place controls on these activities. These transactions utilize exchange-traded derivatives or over-the-counter derivatives with investment grade counterparties. Our hedging transactions may include, but are not limited to, a variety of derivative financial instruments such as commodity-related futures, options and swap contracts, forward currency-related contracts and options, interest rate swap agreements, and Treasury lock agreements (“T-Locks”). See Note 6 of the Notes to the Consolidated Financial Statements for additional information.

~~Commodity Price Risk:~~ Our principal use of derivative financial instruments is to manage commodity price risk in North America relating to anticipated purchases of corn and natural gas to be used in our manufacturing process. We periodically enter into futures, options and swap contracts for a portion of our anticipated corn and natural gas usage, generally over the following 12 to 24 months, in order to hedge price risk associated with fluctuations in market prices. Unrealized gains and losses associated with marking our commodities-based cash flow hedge derivative instruments to market are recorded as a component of other comprehensive income (“OCI”). As of December 31, 2020, our Accumulated other comprehensive loss account (“AOCI”) included $47 million of net gains (net of income tax expense of $16 million) related to these derivative instruments. It is anticipated that $44 million of net gains (net of income tax expense of $15 million) will be reclassified into earnings during the next 12 months. We expect the net gains to be offset by changes in the underlying commodities costs.

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~~Foreign Currency Exchange Risk:~~ Due to our global operations, including operations in many emerging markets, we are exposed to fluctuations in foreign-currency exchange rates. As a result, we have exposure to translational foreign-exchange risk when our foreign operations’ results are translated to U.S. dollars and to transactional foreign-exchange risk when transactions not denominated in the functional currency of the operating unit are revalued into U.S. dollars. We primarily use derivative financial instruments such as foreign-currency forward contracts, swaps and options to manage our foreign currency transactional exchange risk. We enter into foreign-currency derivative instruments that are designated as both cash flow hedging instruments as well as instruments not designated as hedging instruments as defined by ~~ASC 815, Derivatives and Hedging~~. As of December 31, 2020, we had foreign currency forward sales contracts with an aggregate notional amount of $410 million and foreign currency forward purchase contracts with an aggregate notional amount of $224 million not designated as hedging instruments.

As of December 31, 2020, we had foreign-currency forward sales contracts with an aggregate notional amount of $401 million and foreign-currency forward purchase contracts with an aggregate notional amount of $542 million designated as cash flow hedging instruments. The amount included in AOCI relating to these hedges at December 31, 2020, was $1 million of net losses (net of an insignificant amount of income tax benefit). The net losses reclassified into earnings during the next 12 months are not anticipated to be significant.

We have significant operations in Argentina. In the second quarter of 2018, the Argentine peso rapidly devalued relative to the U.S. dollar, which along with increased inflation, indicated that the three-year cumulative inflation in that country exceeded 100 percent as of June 30, 2018. As a result, we elected to adopt hyperinflation accounting as of July 1, 2018 for our affiliate, Ingredion Argentina S.A. Under hyperinflation accounting, our affiliate’s functional currency is the U.S. dollar, and its income statement and balance sheet are measured in U.S. dollars using both current and historical rates of exchange. The effect of changes in exchange rates on Argentine-peso-denominated monetary assets and liabilities is reflected in earnings in financing costs.

~~Interest Rate Risk:~~ We occasionally use interest rate swaps and T-Locks to hedge our exposure to interest rate changes, to reduce the volatility of our financing costs, or to achieve a desired proportion of fixed versus floating rate debt, based on current and projected market conditions. We did not have any T-Locks outstanding as of December 31, 2020.

As of December 31, 2020, our AOCI account included $4 million of net losses (net of $1 million tax benefit) related to settled T-Locks. These deferred losses are being amortized to financing costs over the term of the senior notes with which they are associated. The net losses reclassified into earnings during the next 12 months are not anticipated to be significant.

As of December 31, 2020, the Company did not have any outstanding interest rate swaps. As of December 31, 2019, the Company had an outstanding interest rate swap agreement that converted the interest rates on $200 million of its $400 million 4.625% senior notes due November 1, 2020, to variable rates. The Company redeemed these notes in July 2020 and settled the outstanding interest rate swap.

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~~Contractual Obligations~~

~~The table below summarizes our significant contractual obligations as of December 31, 2020.~~

Payments due by period

Less

More


Note



than 1

2 – 3

4 – 5

than 5

Contractual Obligations (in millions)

reference

Total

year

years

years

years

Long-term debt (inclusive of Short-term borrowings)

7

$
2,186

$
438

$
11

$
1

$
1,736

Interest on long-term debt

7

1,001

72

131

131

667

Operating lease obligations

8

202

51

76

38

37

Pension and other postretirement obligations

10

141

4

13

14

110

Purchase obligations (a)

730

311

234

72

113

Total (b)

$
4,260

$
876

$
465

$
256

$
2,663

~~(a)~~

The purchase obligations relate principally to raw material and power supply sourcing agreements, including take or pay contracts, which help to provide us with adequate power and raw material supply at certain of our facilities.

~~(b)~~

The above table does not reflect unrecognized income tax benefits of $46 million, the timing of which is uncertain. See Note 9 of the Notes to the Consolidated Financial Statements for additional information with respect to unrecognized income tax benefits.

~~Off-Balance Sheet Arrangements~~

As of December 31, 2020, we were not subject to any obligations pursuant to any off-balance sheet arrangements that are reasonably likely to have a material effect on our financial condition, results of operations, or liquidity.

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Key Financial Performance Metrics

We use certain key financial performance metrics to monitor our progress towards achieving our long-term strategic business objectives. These metrics relate to our ability to drive profitability, create value for stockholders and monitor our financial leverage. We assess whether we are achieving our profitability and value creation objectives by measuring our

Table of Con tents

Adjusted Return on Invested Capital (“~~Adjusted~~ ROIC”). We monitor our financial leverage by regularly reviewing our ratio of net debt to adjusted earnings before interest, taxes, depreciation and amortization (“Net Debt to Adjusted EBITDA”) ~~and our Net Debt to Capitalization percentage to assure that we are properly financed.~~. We believe these metrics provide valuable ~~managerial~~ information to help us run our business and are useful to investors.

The metrics Adjusted ROIC and Net Debt to Adjusted EBITDA include certain ~~information~~financial measures (Adjusted ~~Operating Income,~~operating income, net of tax, and Adjusted EBITDA, respectively) that isare not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). We also have presented below the most comparable ~~metrics~~financial measures calculated using components determined in accordance with GAAP. Management uses these non-GAAP financial measures internally for strategic decision-making, forecasting future results and evaluating current performance. Management believes that the non-GAAP financial measures provide a more consistent comparison of our operating results and trends for the periods presented. These non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP and reflect an additional way of viewing aspects of our operations that, when viewed with our GAAP results, provides a more complete understanding of factors and trends affecting our business. ~~These~~The non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP.

In accordance with our long-term ~~objectives,~~strategy, we set certain objectives relating to these key financial performance metrics that we strive to meet. However, no assurance can be given that we will continue to meet our financial performance metric targets. See Item 1A. Risk Factors and Item 7A. Quantitative and Qualitative Disclosures About Market ~~Risk.~~Risk for a discussion of factors that could affect our ability to meet those targets. The objectives reflect our current aspirations in light of our present plans and existing circumstances. We may change these objectives from time to time ~~in the future~~ to address new opportunities or changing circumstances as appropriate to meet our long-term needs and those of our stockholders.

A reconciliation of non-GAAP historical financial measures to the most comparable GAAP measure is ~~provided in the tables~~ below.

Adjusted ~~ROIC:~~ ROIC

Adjusted ROIC is a financial performance ratio not defined under GAAP, and it should be considered in addition to, and not as a substitute for, GAAP financial measures. ~~The Company~~Ingredion defines Adjusted ROIC as Adjusted operating income, net of tax, divided by ~~Average~~average end-of-year balances for current year and prior year Total net debt and equity. Similarly named measures may not be defined and calculated by other companies in the same manner. ~~The Company~~Ingredion believes Adjusted ROIC is meaningful to investors as it focuses on profitability and value-creating potential, taking into account the amount of capital invested. The most comparable measure calculated using components determined in accordance with GAAP is Return on Invested Capital, which ~~the Company~~Ingredion defines as Net income, divided by ~~Average~~average end-of-year balances for current year and prior year Total net debt and ~~equity. The calculations for Return on Invested Capital and Adjusted ROIC for the periods indicated are provided~~equity, as shown in the table below.

Table of ~~Contents~~Con tents

Year ended December 31,

Return on Invested Capital (dollars in millions)

2020

2019

Net income (a)

$
354

$
424

Adjusted for:

Provision for income taxes (iii)

152

158

Other, non-operating (income) expense, net

(5)

1

Financing cost, net

81

81

Restructuring/impairment charges (i)

93

57

Acquisition/integration costs

11

3

Charge for fair value markup of acquired inventory

6

—

North America storm damage

3

—

Other matters (ii)

(36)

(19)

Income taxes (at effective rates of 26.9% and 26.8%, respectively) (iii)

(177)

(189)

Adjusted operating income, net of tax (b)

482

516

Short-term debt

438

82

Long-term debt

1,748

1,766

Less: Cash and cash equivalents

(665)

(264)

Short-term investments

—

(4)

Total net debt

1,521

1,580

Share-based payments subject to redemption

30

31

Total redeemable non-controlling interests

70

—

Total equity

2,972

2,741

Total net debt and equity

$
4,593

$
4,352

Average current and prior year Total net debt and equity (c)

$
4,473

$
4,282

Return on Invested Capital (a ÷ c)

7.9%

9.9%

Adjusted Return on Invested Capital (b ÷ c)

10.8%

12.1%

~~(i)~~

For the year ended December 31, 2020, we recorded $93 million of pre-tax restructuring/impairment charges. We recorded $48 million of pre-tax restructuring charges, consisting of $25 million of employee-related and other costs, including professional services, associated with our Cost Smart SG&A program and $23 million of restructuring related expenses primarily in North America and APAC as part of our Cost Smart Cost of sales program. In addition, we recorded impairment charges of $45 million, consisting of a $35 million impairment of our intangible assets related to acquired tradenames and a $10 million impairment of our equity method investment triggered by the decrease in fair value on our investment based on the agreed upon purchase price of the remaining 80% interest in Verdient Foods, Inc. For the year ended December 31, 2019, the Company recorded $57 million of pre-tax restructuring/impairment charges. For the year ended December 31, 2019, the Company recorded $57 million of pre-tax restructuring charges, including $29 million of net restructuring related expenses as part of the Cost Smart Cost of sales program and $28 million of employee-related and other costs, including professional services, associated with our Cost Smart SG&A program.

~~(ii)~~

For the year ended December 31, 2019, we received a favorable judgment from the Federal Court of Appeals in Brazil related to certain indirect taxes collected in prior years. To account for the judgment, we recorded a $22 million pre-tax benefit for the favorable judgment, in accordance with ASC 450, Contingencies for the year ended December 31, 2019. This benefit was offset by other adjusted charges during the period. In the current year, we received another favorable court judgment that further clarifies the calculation of our benefit, resulting in a larger indirect tax claim against the government. As a result, we recorded an additional $35 million pre-tax benefit for the year ended December 31, 2020. We expect to be entitled to credits against Brazilian federal tax payments in 2021 and future years. The total benefit recorded represents our current estimate of the credits and interest due from the favorable decision in accordance with ASC 450, Contingencies. In addition, we received a second favorable ruling in Brazil reversing the taxes previously paid related to a government subsidy. We recorded a pre-tax benefit of $1 million and tax provision benefit of $3 million related to this second ruling for the year ended December 31, 2020.


	Year Ended December 31,
Return on Invested Capital ratio (dollars in millions)	2023			2022
Net income (a)	$	651		$	502
Adjusted for:
Provision for income taxes	188			166
Other non-operating expense (income)	4			(5)
Financing costs	114			99
Restructuring/impairment charges (i)	11			4
Acquisition/integration costs (ii)	—			1
Other matters (iii)	1			20
Income taxes (at effective rates of 24.9% and 27.0%, respectively) (iv)	(241)			(212)
Adjusted operating income, net of tax (b)	728			575

Short-term debt	448			543
Long-term debt	1,740			1,940
Less: Cash and cash equivalents	(401)			(236)
Short-term investments	(8)			(3)
Total net debt	1,779			2,244
Share-based payments subject to redemption	55			48
Total redeemable non-controlling interests	43			51
Total equity	3,552			3,163
Total net debt and equity	$	5,429		$	5,506

Average current and prior year Total net debt and equity (c)	$	5,468		$	5,223

Return on Invested Capital (a ÷ c)	11.9		%	9.6		%
Adjusted Return on Invested Capital (b ÷ c)	13.3		%	11.0		%

_____________________

(i)In 2023, we recorded $11 million of pre-tax restructuring/impairment charges primarily related to an other-than-temporary impairment on our equity method investments. In 2022, we recorded $4 million of pre-tax restructuring charges primarily related to the Cost Smart programs.

(ii)In 2022, acquisition/integration costs were reduced by $4 million as they were included in financing costs.

(iii)In 2023, we recorded pre-tax charges of $5 million primarily related to the impacts of a U.S.-based work stoppage. This was partially offset by $4 million of insurance recoveries. In 2022, we recorded pre-tax charges of $20 million primarily related to the impacts of a U.S.-based work stoppage.

Table of ~~Contents~~Con tents

~~(iii)~~

The effective income tax rate for the years ended December 31, 2020 and 2019 was 26.9 percent and 26.8 percent, respectively. For purposes of this calculation we exclude the provision for income taxes from the calculation and subsequently add back income taxes for adjusted operating income using the adjusted effective income tax rate. The adjusted effective income tax rate is calculated by removing the tax impact for the identified adjusted items below.

(iv)

Year Ended December 31, 2020

Year Ended December 31, 2019
(dollars in millions)

Income before Income Taxes

Provision for Income Taxes

Effective Income Tax Rate

Income before Income Taxes

Provision for Income Taxes

Effective Income Tax Rate
As reported

$
506

$
152

30.0%

$
582

$
158

27.1%
Add back (deduct):

Impairment/restructuring charges

93

18

57

13

Acquisition/integration costs

11

2

3

1

Charge for fair value mark-up of acquired inventory

6

—

—

—

Charge for early extinguishment of debt

5

1

—

—

North America storm damage

3

—

—

—

Other matters

(36)

(9)

(19)

(8)

Tax item - Mexico

—

(3)

—

3

Other tax matters

—

(3)

—

—

Adjusted non-GAAP

$
588

$
158

26.9%

$
623

$
167

26.8%

The effective income tax rate was 24.9 percent for 2023 and 27.0 percent for 2022.


	Year Ended						Year Ended
	December 31, 2023						December 31, 2022
(dollars in millions)	Income before Income Taxes		Provision for Income Taxes		Effective Income Tax Rate		Income before Income Taxes		Provision for Income Taxes		Effective Income Tax Rate
As reported	$	839	$	188	22.4	%	$	668	$	166	24.9	%
Add back:
Acquisition/integration costs	—		—				5		—
Restructuring/impairment charges	11		3				4		1
Other matters	1		—				20		5
Other tax matters	—		6				—		12
Tax item-Mexico	—		15				—		4
Adjusted non-GAAP	$	851	$	212	24.9	%	$	697	$	188	27.0	%

Our long-term objective is to maintain an Adjusted ROIC in excess of 1010.0 percent. For ~~the year ended December 31, 2020,~~2023, we achieved an Adjusted ROIC of ~~10.8~~13.3 percent as compared to ~~12.1~~11.0 percent for the year ended December 31, 2019. The decrease in Adjusted ROIC percentage is primarily a result of an increase in equity and a lower adjusted operating income, net of tax for the year ended December 31, 2020.

2022.

Net Debt to Adjusted ~~EBITDA:~~EBITDA

Net Debt to Adjusted EBITDA is a financial performance ratio that is not defined under GAAP, and it should be considered in addition to, and not as a substitute for, GAAP financial measures. ~~The Company~~Ingredion defines this measure as Short-term and Long-term debt less Cash and cash equivalents and Short-term investments, divided by Adjusted EBITDA. Similarly named measures may not be defined and calculated by other companies in the same manner. ~~The Company~~Ingredion believes Total net debt to Adjusted EBITDA is meaningful to investors as it focuses on ~~the Company’s~~Ingredion’s leverage on a comparable Adjusted EBITDA basis and helps investors better understand the time required to pay back ~~the Company’s~~Ingredion’s outstanding debt. The most comparable ratio calculated using components determined in accordance with GAAP is Total net debt to Income before income taxes, calculated as Short-term and Long-term debt less Cash and cash equivalents and Short-term investments, divided by Income before income ~~taxes. The~~

~~Table of Contents~~

~~calculations for the ratio of Total net debt to Income before income~~ taxes, ~~and for the ratio of Total net debt to Adjusted EBITDA~~ as ~~of the dates indicated are provided~~shown in the table below.

As of December 31,

Net Debt to Adjusted EBITDA ratio

2020

2019

Short-term debt

$
438

$
82

Long-term debt

1,748

1,766

Less: Cash and cash equivalents

(665)

(264)

Short-term investments

—

(4)

Total net debt (a)

1,521

1,580

Income before income taxes (b)

506

582

Adjusted for:

Depreciation and amortization

213

220

Financing cost, net

81

81

Restructuring/impairment (i)

85

44

Acquisition/integration costs

11

3

Charge for fair value markup of acquired inventory

6

—

Charge for early extinguishment of debt

5

—

North America storm damage

3

—

Other matters (ii)

(36)

(19)

Adjusted EBITDA (c)

$
874

$
911

Net Debt to Income before income tax ratio (a ÷ b)

3.0

2.7

Net Debt to Adjusted EBITDA ratio (a ÷ c)

1.7

1.7

~~(i)~~

For the year ended December 31, 2020, restructuring/impairment charges are reduced by $8 million to exclude the accelerated depreciation primarily related to the Berwick facility closure as well as the cessation of ethanol production at the Cedar Rapids facility. For the year ended December 31, 2019, restructuring/impairment charges are reduced by $13 million to exclude the accelerated depreciation primarily related to the Lane Cove, Australia production facility closure. The accelerated depreciation is included in Depreciation and amortization above, and to include in restructuring/impairment charge would include the charge twice. See Note 5 of the Notes to the Consolidated Financial Statements for reconciliation to the $93 million and $57 million restructuring charges recorded for the year ended December 31, 2020 and 2019, respectively.

Table of Con tents

~~(ii)~~

In 2019 we received a favorable judgment from the Federal Court of Appeals in Brazil related to certain indirect taxes collected in prior years. To account for the judgment, we recorded a $22 million pre-tax benefit for the favorable judgment, in accordance with ASC 450, Contingencies during the year ended December 31, 2019. In the current year, we received another favorable court judgment that further clarifies the calculation of our benefit, resulting in a larger indirect tax claim against the government. As a result, we recorded an additional $35 million pre-tax benefit during the year ended December 31, 2020. We expect to be entitled to credits against our Brazilian federal tax payments in 2021 and future years. The total benefit recorded represents our current estimate of the credits and interest due from the favorable decision in accordance with ASC 450, Contingencies. In addition, we received a second favorable ruling in Brazil reversing the taxes previously paid related to a government subsidy. We recorded a pre-tax benefit of $1 million and tax provision benefit of $3 million related to this second ruling for the year ended December 31, 2020.


	As of December 31,
Net Debt to Adjusted EBITDA ratio (dollars in millions)	2023		2022
Short-term debt	$	448	$	543
Long-term debt	1,740		1,940
Less: Cash and cash equivalents	(401)		(236)
Short-term investments	(8)		(3)
Total net debt (a)	1,779		2,244

Income before income taxes (b)	839		668
Adjusted for:
Depreciation and amortization	219		215
Financing costs	114		99
Other non-operating expense (income)	4		(5)
Restructuring/impairment charges (i)	12		4
Acquisition/integration costs (ii)	—		1
Other matters (iii)	1		20
Adjusted EBITDA (c)	$	1,189	$	1,002

Net Debt to Income before income tax ratio (a ÷ b)	2.1		3.4
Net Debt to Adjusted EBITDA ratio (a ÷ c)	1.5		2.2

_____________________

(i)

During 2023, we recorded $11 million of pre-tax net restructuring/impairment charges primarily related to an other-than-temporary impairment on our equity method investments. This was increased by $1 million as it included a depreciation benefit that was already included in depreciation and amortization line. In 2022, we recorded $4 million of pre-tax restructuring charges primarily related to the Cost Smart programs.

(ii)In 2022, acquisition/integration costs were reduced by $4 million as they were included in financing costs.

Our long-term objective is to ~~maintain~~target a ratio of Net Debt to Adjusted EBITDA of ~~less than 2.25.~~2.5 or less. As of December 31, ~~2020,~~2023 and ~~December 31, 2019,~~2022, the ratio was ~~1.7.~~

1.5 and 2.2, respectively.

~~Table of Contents~~

~~Net Debt to Capitalization percentage:~~ The Company defines Net Debt to Capitalization percentage as Total net debt, defined as Short-term and Long-term debt less Cash and cash equivalents and Short-term investments, divided by Total net debt and capital, defined as the sum of Deferred income tax liabilities, Share-based payments subject to redemption, Total equity, and Total net debt. The calculations for Net Debt to Capitalization percentage as of the dates indicated are provided in the table below.

As of December 31,
Net Debt to Capitalization percentage (dollars in millions)

2020

2019
Short-term debt

$
438

$
82
Long-term debt

1,748

1,766
Less: Cash and cash equivalents

(665)

(264)
Short-term investments

—

(4)
Total net debt (a)

1,521

1,580
Deferred income tax liabilities

217

195
Share-based payments subject to redemption

30

31
Redeemable non-controlling interests

70

—
Total equity

2,972

2,741
Total capital

3,289

2,967
Total net debt and capital (b)

$
4,810

$
4,547

Net Debt to Capitalization percentage (a ÷ b)

31.6%

34.7%

Our long-term objective is to maintain a Net Debt to Capitalization percentage in the range of 30 to 35 percent. As of December 31, 2020, our Net Debt to Capitalization percentage was 31.6 percent, down from 34.7 percent as of December 31, 2019, primarily reflecting our increase in total capital in 2020.

Critical Accounting Policies and Estimates

Our Consolidated Financial Statements have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates under different assumptions and conditions.

We have identified below the most critical accounting policies upon which the financial statements are based and that involve our most complex and subjective decisions and assessments. Our senior management has discussed the development, selection and disclosure of these policies with members of the Audit Committee of our Board of Directors. These accounting policies are ~~provided~~described in the Notes to the Consolidated Financial Statements. The discussion that follows should be read in conjunction with the Consolidated Financial Statements and related notes included elsewhere in this ~~Annual Report~~annual report on Form 10-K.

Table of Con tents

Business ~~Combinations:~~Combinations

Our acquisitions of ~~PureCircle~~Amishi in 2022, the majority of shares of Mannitab in 2022, and ~~Verdient~~KaTech in ~~2020~~2021 were accounted for in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. In purchase accounting, identifiable assets acquired and liabilities assumed are recognized at their estimated fair values aton the date of acquisition ~~date,~~ and any remaining purchase price is recorded as goodwill. In determining the fair values of assets acquired and liabilities assumed, we make significant estimates and assumptions, particularly ~~with respect to~~for long-lived tangible and intangible assets. Critical estimates used in valuing tangible and intangible assets include, but are not limited to, future expected cash flows, discount rates, market prices and asset lives. Although our estimates of fair value are based upon assumptions believed to be reasonable, actual results may differ. See Note 32 of the Notes to the Consolidated Financial Statements for ~~more information related to our acquisitions.~~

additional information.

~~Table of Contents~~

Property, Plant and Equipment and Definite-Lived Intangible ~~Assets:~~Assets

We have substantial investments in property, plant and equipment (“PP&E”) and definite-lived intangible assets. For PP&E, we recognize the cost of depreciable assets in operations over the estimated useful life of the assets and evaluate the recoverability of these assets whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. For definite-lived intangible assets, we recognize the cost of these amortizable assets in operations over their estimated useful life and evaluate the recoverability of the assets whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. The carrying values of PP&E and definite-lived intangible assets at December 31, ~~2020,~~2023 were ~~$2.5~~$2.4 billion and ~~$301~~$242 million, respectively.

In assessing the recoverability of the carrying value of PP&E and definite-lived intangible assets, we may have to make projections regarding future cash flows. In developing these projections, we make a variety of important assumptions and estimates that have a significant impact on our assessments of whether the carrying values of PP&E and definite-lived intangible assets should be adjusted to reflect impairment. Among these are assumptions and estimates about the future growth and profitability of the related asset group, anticipated future economic, regulatory and political conditions in the asset group’s market, and estimates of terminal or disposal values. ~~No impairment charges for PP&E or definite-lived intangible assets were recorded in 2020.~~

~~Through our continual assessment to~~

To optimize our operations, we ~~address~~continually review whether ~~there is a need for additional consolidation of~~to further consolidate our manufacturing facilities or to redeploy assets ~~to areas where~~for other uses when we believe we can ~~expect to~~ achieve a higher return on our investment. This review may result in ~~the~~ closing or ~~selling~~sale of certain ~~of our~~ manufacturing ~~facilities. The closing or selling of any of the~~ facilities, which could have a significant negative impact on ~~the~~our results of operations in the ~~year in which~~period we decide to close or sell the ~~closing or selling of a facility occurs.~~

~~Even though it was determined that there was no long-lived asset impairment as of December 31, 2020, the~~facility.

Indefinite-Lived Intangible Assets and ~~Goodwill:~~ Goodwill

We have certain indefinite-lived intangible assets in the form of tradenames and trademarks. Our methodology for allocating the purchase price of acquisitions is based on established valuation techniques that reflect the consideration of a number of factors, including valuations performed by third-party appraisers when appropriate. Goodwill is measured as the excess of the cost of an acquired business over the fair value assigned to identifiable assets acquired and liabilities assumed. We have identified several reporting units for which cash flows are determinable and to which goodwill may be allocated. Goodwill is either assigned to a specific reporting unit or allocated between reporting units based on the relative excess fair value of each reporting unit. The carrying value of indefinite-lived intangible assets and goodwill at December 31, ~~2020,~~2023 was $143 million and ~~$902~~$918 million, respectively, compared to ~~$178~~$143 million and ~~$801~~$900 million, respectively, at December 31, ~~2019.~~

2022.

We assess indefinite-lived intangible assets and goodwill for impairment ~~annually~~as of July 1 each year (or more frequently if impairment indicators arise). We ~~perform this annual impairment assessment as of July 1 each year. In testing indefinite-lived intangible assets for impairment, we~~ first assess qualitative factors to determine whether it is more-likely-than-not that the fair value of an indefinite-lived intangible asset is ~~impaired.~~impaired, which include net sales derived from these intangibles and certain market and industry conditions. After assessing the qualitative factors, if we determine that it is more-likely-than-not that the fair value of an indefinite-lived intangible asset is greater than its carrying amount, then we ~~would~~are not be required to compute the fair value of the indefinite-lived intangible asset. ~~In the event~~If the qualitative assessment leads us to conclude otherwise, then we ~~would be~~are required to determine the fair value of the indefinite-lived intangible assets and perform a quantitative impairment test

Table of Con tents

in accordance with ASC subtopic ~~350-30. In performing the qualitative analysis, we consider various factors including net sales derived from these intangibles~~350-30, Intangibles – Goodwill and ~~certain market and industry conditions.~~Other. Based on ~~the~~our assessment's results, ~~of our assessment,~~ we concluded that as of July 1, ~~2020,~~2023, there were no impairments in our indefinite-lived intangible assets.

Subsequent to the Company’s annual assessment, the Company identified an impairment indicator and recorded an impairment of $35 million for its indefinite-lived intangible asset associated with the TIC Gums tradename. The impairment event was the result of management’s decision to rebrand the TIC Gums products using the broader Ingredion

~~Table of Contents~~

~~name and the Ingredient Solutions sub-branding beginning in 2021. There is no change to the projected revenue or operating income from the legacy brands.~~

In testing goodwill for impairment, we first assess 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 we determine that it is more-likely-than-not that the fair value of a reporting unit is greater than its carrying amount, then we do not perform an impairment test. If we conclude otherwise, then we perform the impairment ~~test as described in ASC Topic 350.~~test. Under this impairment test, 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, then an impairment exists for the difference between the fair value and carrying value of the reporting unit. This difference ismay not to exceed the goodwill recorded at the reporting unit.

~~In performing our~~

When we test goodwill for impairment, ~~tests for goodwill, management makes~~we make certain estimates and ~~judgments. These estimates and~~ judgments, which include ~~the identification of~~identifying reporting units and determining the ~~determination of~~reporting units' fair values ~~of reporting units, which management estimates using~~based on both discounted cash flow analyses and an analysis of market multiples. ~~Significant assumptions used in~~To determine the ~~determination of~~ fair value ~~for~~of reporting units, ~~include~~we use significant assumptions and estimates for discount and long-term net sales growth rates, in addition to operating and capital expenditure requirements. We consider changes in discount rates for the reporting units based on current market interest rates and specific risk factors within each geographic region. We also evaluate qualitative factors, such as legal, regulatory or competitive forces, in estimating the impact to the fair value of the reporting units, noting no significant changes that would result in any reporting unit failing the impairment test. Changes in assumptions concerning projected results or other underlying assumptions could have a significant impact on the fair value of the reporting units in the future. Based on the results of the annual assessment, we concluded that as of July 1, ~~2020,~~2023, there were no impairments in our reporting units.

~~Income Taxes:~~ We recognize the expected future tax consequences of temporary differences between book and tax bases of assets and liabilities and provide a valuation allowance when deferred tax assets are not more likely than not to be realized. We have considered forecasted earnings, future taxable income, the mix of earnings in the jurisdictions in which we operate, and prudent and feasible tax planning strategies in determining the need for a valuation allowance. In the event we were to determine that we would not be able to realize all or part of our deferred tax assets in the future, we would increase the valuation allowance and make a corresponding charge to earnings in the period in which we make such a determination. Likewise, if we later determine that we are more likely than not to realize the deferred tax assets, we would reverse the applicable portion of the previously provided valuation allowance. We had a valuation allowance of $30 million and $29 million at December 31, 2020 and 2019, respectively.

We are regularly audited by various taxing authorities, and sometimes these audits result in proposed assessments where the ultimate resolution may result in our owing additional taxes. We establish reserves when, despite our belief that our tax return positions are appropriate and supportable under local tax law, we believe there is uncertainty with respect to certain positions and we may not succeed in realizing the tax benefits. We evaluate these unrecognized tax benefits and related reserves each quarter and adjust the reserves and the related interest and penalties in light of changing facts and circumstances regarding the probability of realizing tax benefits, such as the settlement of a tax audit or the expiration of a statute of limitations. We believe the estimates and assumptions used to support our evaluation of tax benefit realization are reasonable. However, final determinations of prior-year tax liabilities, either by settlement with tax authorities or expiration of statutes of limitations, could be materially different than estimates reflected in assets and liabilities and historical income tax provisions. The outcome of these final determinations could have a material effect on our income tax provision, net income or cash flows in the period in which that determination is made. We believe our tax positions comply with applicable tax law and that we have adequately provided for any known tax contingencies. Our liability for unrecognized tax benefits, excluding interest and penalties at December 31, 2020, and 2019 was $46 million and $22 million, respectively. The increase in the unrecognized tax benefits from 2020 to 2019 is primarily attributable to the acquisition of a controlling interest in PureCircle.

The Company recorded a $31 million liability for foreign withholding and state income taxes on certain unremitted earnings from foreign subsidiaries. No foreign withholding taxes, state income taxes and federal and state taxes on foreign currency gains and losses have been provided on approximately $2.2 billion of undistributed earnings of

Retirement Benefits

~~Table of Contents~~

foreign earnings that are considered indefinitely reinvested. If future events, including changes in tax law, material changes in estimates of cash, working capital, and long-term investment requirements, necessitate that these earnings be distributed, an additional provision for income taxes may apply, which could materially affect our future effective tax rate and cash flows.

~~Retirement Benefits:~~We and our subsidiaries sponsor noncontributory defined benefit pension plans (qualified and non-qualified) covering a substantial portion of employees in the U.S. and Canada, and certain employees in other ~~foreign~~ countries. We also provide healthcare and life insurance benefits for retired employees in the U.S., Canada and Brazil. In order to measure the expense and obligations associated with these benefits, our management must make a variety of estimates and assumptions, including discount rates, expected long-term rates of return, rate of compensation increases, employee turnover rates, retirement rates, mortality rates and other factors. We review our actuarial assumptions on an annual basis as of December 31 (or more frequently if a significant event requiring remeasurement occurs) and modify our assumptions based on current rates and trends when it is appropriate to do so. The effects of modifications are recognized immediately on the ~~balance sheet,~~Consolidated Balance Sheets but are generally amortized into operating earnings over future periods, with the deferred amount recorded in accumulated other comprehensive ~~income.~~loss (“AOCL”). We believe the assumptions utilized in recording our obligations under our plans, which are based on our experience, market conditions and input from our actuaries, are reasonable. We use third-party specialists to assist management in evaluating our assumptions and estimates, as well as to appropriately measure the costs and obligations associated with our retirement benefit plans. Had we used different estimates and assumptions ~~with respect to~~for these plans, our retirement benefit obligations and related expense could vary from the actual amounts recorded and such differences could be material. Additionally, adverse changes in investment returns earned on pension assets and discount rates used to calculate pension and postretirement benefit related liabilities or changes in required funding levels may have an unfavorable impact on future expense and cash flow. Net periodic pension and postretirement benefit cost for all of our plans was $4$12 million in ~~2020~~2023 and ~~$10~~$6 million in ~~2019.~~

2022.

We determine our assumption for the discount rate used to measure year-end pension and postretirement obligations based on high-quality fixed-income investments that match the duration of the expected benefit payments, which has been benchmarked using a long-term, high-quality AA corporate bond index. We use a full yield curve approach in the estimation of the service and interest cost components of benefit cost by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. The weighted average discount rate used to determine our obligations under U.S. pension plans as of December 31, ~~2020~~2023 and ~~2019~~2022, was ~~2.58~~5.00 percent and ~~3.34~~5.19 percent, respectively. The weighted average discount rate used to determine our obligations under non-U.S. pension plans as of ~~December 31, 2020~~2023 and ~~2019~~2022, was ~~2.84~~5.24 percent and ~~3.55~~5.66 percent, respectively. The weighted average discount rate used to determine our obligations under our postretirement plans as of December 31, ~~2020~~2023 and ~~2019~~2022, was ~~3.69~~7.37 percent and ~~4.18~~7.30 percent, respectively.

Table of Con tents

A one percentage point decrease in the discount rates at ~~December 31, 2020,~~2023, would have increased the accumulated benefit obligation and projected benefit obligation by the following amounts (millions):

U.S. Pension Plans

Accumulated benefit obligation

$
47

Projected benefit obligation

48

Non-U.S. Pension Plans

Accumulated benefit obligation

$
34

Projected benefit obligation

38

Postretirement Plans

Accumulated benefit obligation

$
10


U.S. Pension Plans
Accumulated benefit obligation	$	27
Projected benefit obligation	27

Non-U.S. Pension Plans
Accumulated benefit obligation	$	19
Projected benefit obligation	22

Postretirement Plans
Accumulated benefit obligation	$	9

Our investment approach and related asset allocation for the U.S. and ~~Canada~~Canadian plans is a liability-driven investment approach by which a higher proportion of investments will be in interest-rate sensitive investments (fixed income) under an active-management approach. The approach seeks to protect the current funded status of the plans from market volatility with a greater asset allocation to interest-rate sensitive assets. The greater allocation to interest-rate sensitive assets is expected to reduce volatility in ~~plan funded~~plan-funded status by more closely matching movements in asset values to changes in liabilities.

~~Table of Contents~~

Our current investment policy for our pension plans is to balance risk and return through diversified portfolios of ~~actively-managed~~actively managed equity index instruments, fixed income index securities and short-term investments. Maturities for fixed income securities are managed ~~such~~so that sufficient liquidity exists to meet near-term benefit payment obligations. The asset allocation is reviewed regularly, and portfolio investments are rebalanced to the targeted allocation when considered appropriate or to raise sufficient liquidity when necessary to meet near-term benefit payment obligations. For ~~2020~~2023, net periodic pension cost, we assumed an expected long-term rate of return on assets, which is based on the fair value of plan assets, of ~~5.30~~5.50 percent for U.S. plans and approximately ~~3.81~~4.66 percent for Canadian plans. In developing the expected long-term rate of return assumption on plan assets, which consist mainly of U.S. and Canadian debt and equity securities, management evaluated historical rates of return achieved on plan assets and the asset allocation of the plans, input from our independent actuaries and investment consultants, and historical trends in long-term inflation rates. Projected return estimates made by such consultants are based upon broad equity and bond indices. We also maintain several funded pension plans in other international locations. The expected returns on plan assets for these plans are determined based on each plan’s investment approach and asset allocations. A hypothetical 25 basis point decrease in the expected long-term rate of return assumption would increase ~~2021~~2024 net periodic pension cost for the U.S. and ~~Canada~~Canadian plans by approximately $1 million each.

Healthcare cost trend rates are used in valuing our postretirement benefit obligations and are established based ~~upon~~on actual health care cost trends and consultation with actuaries and benefit providers. At December 31, ~~2020,~~2023, the health care cost trend rate assumptions for the next year for the U.S., ~~Canada,~~Canadian and ~~Brazil~~Brazilian plans were ~~5.90~~7.80 percent, ~~5.83~~5.04 percent and ~~7.07~~8.94 percent, respectively.

For information related to our benefit plans, see Note 11 of the Notes to the Consolidated Financial Statements

New Accounting Standards

For information related to our new accounting standards, see Note 1 of the Notes to the Consolidated Financial Statements.

Table of Con tents

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Hedging: We are exposed to market risk stemming from changes in commodity prices (primarily corn and natural gas), foreign-currency exchange rates and interest rates. In the normal course of business, we actively manage our exposure to these market risks by entering various hedging transactions, authorized under established policies that place controls on these activities. These transactions utilize exchange-traded derivatives or over-the-counter derivatives with investment grade counterparties. Our hedging transactions may include, but are not limited to, a variety of derivative financial instruments such as commodity-related futures, options and swap contracts, forward currency-related contracts and options, interest rate swap agreements and Treasury lock agreements (“T-Locks”). We plan to continue to use derivative instruments to hedge such price risk and, accordingly, we will be required to make cash deposits to or be entitled to receive cash from our margin accounts depending on the movement in the market price of the underlying commodities. See Note 106 of the Notes to the Consolidated Financial Statements for ~~more information related to our benefit plans.~~

additional information.

~~New Accounting Standards~~

~~See Note 2 of the Notes to the Consolidated Financial Statements for a summary of recently adopted accounting standards that are applicable to our Consolidated Financial Statements.~~

~~Table of Contents~~

~~Forward-Looking Statements~~

This Form 10-K 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. The Company 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 the Company’s prospects or future financial condition, earnings, revenues, tax rates, capital expenditures, cash flows, expenses or other financial items, any statements concerning the Company’s prospects or future operations, including management’s plans or strategies and objectives therefor, and any assumptions, expectations or beliefs underlying 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,” “propels,” “opportunities,” “potential,” “provisional,” or other similar expressions or the negative thereof. All statements other than statements of historical facts in this report or referred to in or incorporated by reference into this report are “forward-looking statements.”

Actual results and developments may differ materially from the expectations expressed in or implied by these statements, based on various factors, including the impact of COVID-19 on the demand for our products and our financial results; changing consumption preferences relating to high fructose corn syrup and other products we make; 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, including, particularly, economic, currency and political conditions in South America and economic and political conditions in Europe, 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; future financial performance of 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 uncertainty of acceptance of products developed through genetic modification and biotechnology; 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; the availability of raw materials, including potato starch, tapioca, gum Arabic, and the specific varieties of corn upon which some of our products are based, and our ability to pass along potential increases in the cost of corn or other raw materials to customers; energy costs and availability, including energy issues in Pakistan; our ability to contain costs, achieve budgets and realize expected synergies, including with respect to our ability to complete planned maintenance and investment projects on time and on budget and to achieve expected savings under our Cost Smart program as well as with respect to freight and shipping costs; the behavior of financial and capital markets, including with respect to foreign currency fluctuations, fluctuations in interest and exchange rates and market volatility and the associated risks of hedging against such fluctuations; our ability to successfully identify and complete acquisitions or strategic alliances on favorable terms as well as our ability to successfully integrate acquired businesses or implement and maintain strategic alliances and achieve anticipated synergies with respect to all of the foregoing; operating difficulties at our manufacturing facilities; the impact of impairment charges on our goodwill or long-lived assets; changes in our tax rates or exposure to additional income tax liability; our ability to maintain satisfactory labor relations; the impact on our business of natural disasters, war or similar acts of hostility, threats or acts of terrorism, the outbreak or continuation of pandemics such as COVID-19, or the occurrence of other significant events beyond our control; changes in government policy, law, or regulation and costs of legal compliance, including compliance with environmental regulation; potential effects of climate change; security breaches with respect to information technology systems, processes, and sites; our ability to raise funds at reasonable rates and other factors affecting our access to sufficient funds for future growth and expansion; volatility in the stock market and other factors that could adversely affect our stock price; risks affecting the continuation of our dividend policy; and our ability to remediate in a timely manner a material weakness in our internal control over financial reporting.

~~Table of Contents~~

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. 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 Item 1A. Risk Factors above and our subsequent reports on Form 10-Q and Form 8-K.

~~Table of Contents~~

~~ITEM 7A. QUANTITATIVE~~ ~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

~~Interest Rate Exposure:~~We are exposed to interest rate risk on our variable rate debt and price risk on our fixed rate debt. As of December 31, 2020, approximately 79 percent or $1.7 billion of our total debt is fixed rate debt and 21 percent or approximately $451 million of our total debt is variable rate debt subject to changes in short-term rates, which could affect our interest costs. We assess market risk based on changes in interest rates utilizing a sensitivity analysis that measures the potential change in earnings, fair values and cash flows based on a hypothetical 1 percentage point change in interest rates at December 31, 2020. A hypothetical increase of 1 percentage point in the weighted average floating interest rate would increase our annual interest expense by approximately $5 million. See Note 7 of the Notes to the Consolidated Financial Statements for further information.

~~As of December 31, 2020 and 2019, the carrying and fair values of long-term debt were as follows:~~

As of December 31,

2020

2019


Carrying

Fair

Carrying

Fair

(in millions)

amount

value

amount

value

2.900% senior notes due June 1, 2030

$
594

$
596

$
—

$
—

3.200% senior notes due October 1, 2026

497

500

497

491

3.900% senior notes due June 1, 2050

390

395

—

—

4.625% senior notes, due November 1, 2020

—

—

400

399

6.625% senior notes, due April 15, 2037

253

246

253

246

5.620% senior notes, due March 25, 2020

—

—

200

200

Term loan credit agreement due April 12, 2021

—

—

405

405

Other long-term borrowings

14

14

—

—

U.S. revolving credit facility

—

—

10

10

Fair value adjustment related to hedged fixed rate debt instruments

—

—

1

—

Total long-term debt

$
1,748

$
1,751

$
1,766

$
1,751

A hypothetical change of 1 percentage point in interest rates would change the fair value of our fixed rate debt at December 31, 2020, by approximately $212 million. Since we have no current plans to repurchase our outstanding fixed rate instruments before their maturities, the impact of market interest rate fluctuations on our long-term debt is not expected to have a significant effect on our Consolidated Financial Statements.

The Company periodically enters into interest rate swaps to hedge its exposure to interest rate changes. The changes in fair value of interest rate swaps designated as hedging instruments that effectively offset the variability in the fair value of outstanding debt obligations are reported in earnings. These amounts offset the gains or losses (the changes in fair value) of the hedged debt instruments that are attributable to changes in interest rates (the hedged risk), which are also recognized in earnings. As of December 31, 2020, the Company did not have any outstanding interest rate swaps. As of December 31, 2019, the Company had an outstanding interest rate swap agreement that converted the interest rates on $200 million of its $400 million 4.625% senior notes due November 1, 2020, to variable rates. The Company redeemed these notes in July 2020 and settled the outstanding interest rate swap.

Raw Material, Energy and Other Commodity Exposure:Our principal use of derivative financial instruments is to manage commodity price risk primarily in North America relating to anticipated purchases of corn and natural gas to be used in our manufacturing process. Our finished products are made primarily from corn. InPrimarily in North America, we sell a large portion of finished products at firm prices established in supply contracts typically lasting for periods of up to one year. In order to minimize the ~~effect of~~ volatility in the cost of corn related to these firm-priced supply contracts, we enter into corn futures contracts or take other hedging positions in the corn futures market. These contracts typically mature within one year. At expiration, we settle the derivative contracts at a net amount equal to the difference between the then-current price of corn and the futures contract price. ~~While~~Although these hedging instruments are subject to fluctuations in value, changes in the value of the underlying exposures we are hedging generally offset such fluctuations. While the corn futures contracts or other hedging positions are intended to minimize the volatility of corn costs on operating profits, occasionally the hedging ~~activity~~contracts can ~~result in~~incur losses, some of which may be material. ~~Outside of North America, sales of finished products under long-term, firm-priced supply contracts are not material.~~

~~Table of Contents~~

Energy costs represent approximately 98 percent of our cost of sales. The primary use of energy is to create steam in the production process and to dry product. We consume ~~coal,~~ natural gas, electricity, coal, fuel oil, wood and ~~fuel oil~~other biomass sources to generate energy. The market prices for these commodities vary depending on supply and demand, world economies and other factors. We purchase these commodities based on our anticipated usage and the future outlook for these costs. We cannot assure that we will be able to purchase these commodities at prices that we can adequately pass onthrough to customers to sustain or increase profitability. We use derivative financial instruments, such as over-the-counter natural gas swaps, to hedge portions of our natural gas costs generally over the following 12 to 24 months, primarily in our North ~~American~~America operations.

At December 31, ~~2020,~~2023, we had outstanding futures and option contracts that hedged the forecasted purchase of approximately 95109 million bushels of ~~corn. We also had~~corn, as well as outstanding swap ~~and option~~ contracts that hedged the forecasted purchase of approximately 3328 million ~~mmbtu’s~~mmbtus of natural ~~gas at December 31, 2020.~~gas. Based on our overall commodity hedge position at December 31, ~~2020,~~2023, a hypothetical 10 percent decline in market prices applied to the fair value of the instruments would result in a charge to other comprehensive ~~income~~loss (“OCL”) of approximately $3$48 million, net of income tax benefit of $1$18 million. Any change in the fair value of the contracts, real or hypothetical, would be substantially offset by an inverse change in the value of the underlying hedged item.

Unrealized gains and losses associated with marking our commodities-based cash flow hedge derivative instruments to market are recorded as a component of OCL. As of December 31, 2023, our Accumulated other comprehensive loss (“AOCL”) balance included $46 million of net losses (net of income tax benefit of $17 million) related to these derivative instruments. We anticipate that $45 million of net losses (net of income tax benefit of $16 million) will be reclassified into earnings over the next 12 months. We expect the net losses to be offset by changes in the underlying commodities costs.

Interest Rate Exposure:

We are exposed to interest rate risk on our variable rate debt and price risk on our fixed rate debt. As of December 31, 2023, approximately 80 percent, or $1.7 billion principal amount, of our total debt is fixed rate debt and 20 percent, or approximately $450 million principal amount, of our total debt is variable rate debt subject to changes in short-term rates, which could affect our interest costs. We assess market risk based on changes in interest rates utilizing a sensitivity analysis that measures the potential change in earnings, fair values and cash flows based on a hypothetical 1 percentage point change in interest rates at December 31, 2023. A hypothetical increase of 1 percentage point in the weighted average floating interest rate would increase our annual interest expense by approximately $4 million and would change the fair value of our fixed rate debt at December 31, 2023 by approximately $105 million. See Note 8 of the Notes to the Consolidated Financial Statements for additional information.

Table of Con tents
Since we have no current plans to repurchase our outstanding fixed rate instruments before their maturities, the impact of market interest rate fluctuations on our long-term debt is not expected to have a material effect on our Consolidated Financial Statements.
We occasionally use T-Locks to hedge our exposure to interest rate changes based on current and projected market conditions. We did not have any T-Locks outstanding as of December 31, 2023. As of December 31, 2023, our AOCL account included $2 million of net losses (net of $1 million tax benefit) related to settled T-Locks. These deferred losses are being amortized to financing costs over the term of the senior notes with which they are associated. The net losses reclassified into earnings over the next 12 months are not anticipated to be material.

Foreign Currencies: Due to our global operations, we are exposed to fluctuations in foreign currency exchange rates. As a result, we have exposure to translational foreign exchange risk when our foreign operation results are translated to U.S. dollars and to transactional foreign exchange risk when transactions not denominated in the functional currency of the operating unit are revalued.

We selectively use derivative instruments such as forward contracts, currency swaps and options to manage transactional foreign exchange risk. Based on our overall foreign currency transactional exposure at December 31, ~~2020,~~2023, we estimate that a hypothetical 10 percent decline in the value of the U.S. dollar would have resulted in a transactional foreign exchange ~~gain~~loss of approximately ~~$24~~$21 million. At December 31, ~~2020,~~2023, our ~~accumulated other comprehensive loss~~AOCL account included in the equity section of our Consolidated Balance ~~Sheet~~Sheets includes a cumulative translation loss of approximately ~~$1.1~~$1.0 billion. The aggregate net assets of our foreign subsidiaries where the local currency is the functional currency approximated ~~$1.7~~$2.2 billion at December 31, ~~2020.~~2023. A hypothetical 10 percent decline in the value of the U.S. dollar relative to foreign currencies would have resulted in a reduction to our cumulative translation loss and a credit to ~~other comprehensive income~~OCL of approximately ~~$190 million.~~

$250 million

We primarily use derivative financial instruments such as foreign-currency forward contracts, swaps and options to manage our foreign currency transactional exchange risk. We enter foreign-currency derivative instruments that are designated as both cash flow hedging instruments and instruments not designated as hedging instruments for accounting purposes. As of December 31, 2023, we had foreign currency forward sales contracts with an aggregate notional amount of $694 million and foreign currency forward purchase contracts with an aggregate notional amount of $182 million not designated as hedging instruments for accounting purposes. As of December 31, 2023, we also had foreign currency forward sales contracts with an aggregate notional amount of $449 million and foreign currency forward purchase contracts with an aggregate notional amount of $621 million that are classified as cash flow hedges. The amount included in AOCL relating to these hedges at December 31, 2023 was an insignificant amount (net of $1 million income tax expense). We expect $1 million of net losses (net of an insignificant amount of income tax benefit) will be reclassified to earnings over the next 12 months.

Some of the countries in which we operate may experience high inflation. We elect hyperinflation accounting for our affiliate in Argentina, which has high cumulative inflation, determined its functional currency to be the U.S. dollar, and measure its income statement and balance sheet in U.S. dollars using both current and historical exchange rates. The effect of changes in exchange rates on its local currency denominated monetary assets and liabilities is reflected in earnings in financing costs in the Consolidated Statements of Income.

Table of ~~Contents~~Con tents

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


Ingredion Incorporated Index to Consolidated Financial Statements and Supplementary Data	Page	~~Page~~
Report of Independent Registered Public Accounting Firm (KPMG LLP, Chicago, IL, Auditor Firm ID: 185)	41	58
Consolidated Statements of Income	43	61
Consolidated Statements of Comprehensive Income	44	62
Consolidated Balance Sheets	45	63
Consolidated Statements of Equity and Redeemable Equity	46	64
Consolidated Statements of Cash Flows	47	65
Notes to the Consolidated Financial Statements	48	66

Table of ~~Contents~~Con tents

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Ingredion Incorporated:

~~Ingredion Incorporated:~~

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Ingredion Incorporated and subsidiaries (the Company) as of December 31, ~~2020~~2023 and ~~2019,~~2022, the related consolidated statements of income, comprehensive income, equity and redeemable equity, and cash flows for each of the years in the three-year period ended December 31, ~~2020,~~2023, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2020~~2023 and ~~2019,~~2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, ~~2020,~~2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, ~~2020,~~2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February ~~24, 2021~~21, 2024 expressed an ~~adverse~~unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

~~Change in Accounting Principle~~

As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for leases effective January 1, 2019 due to the adoption of Accounting Standards Update 2016-02, ~~Leases (Topic 842)~~~~, and its subsequent amendments.~~

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~Table of Contents~~

Critical Audit ~~Matters~~

Matter

The critical audit ~~matters~~matter communicated below ~~are matters~~is a matter arising from the current period audit of the consolidated financial statements that ~~were~~was communicated or required to be communicated to the audit committee and that: (1) ~~relate~~relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit ~~matters~~matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit ~~matters~~matter below, providing a separate ~~opinions~~opinion on the critical audit ~~matters~~matter or on the accounts or disclosures to which ~~they relate.~~it relates.

Evaluation of the pension ~~and other postretirement employee~~ benefit ~~(OPEB)~~ obligations

As discussed in Note 1011 to the consolidated financial statements, the Company’s ~~estimated~~ pension benefit obligations totaled ~~$684~~$505 million as of December 31, 2020. The Company’s OPEB includes plans in the US, Brazil and Canada, which are fully unfunded liabilities. As of December 31, 2020, the Company had a net liability of $68 million related to the Company’s OPEB plans.2023. The pension ~~and OPEB~~benefit obligations are measured at the actuarial present value of the ~~vested~~ benefits to which employees are ~~currently~~ entitled based on employee service rendered and the benefits attributed by the pension benefit formula and the employee’s expected date of separation or retirement. The determination of the Company’s pension ~~and OPEB~~benefit obligations is dependent, in part, on ~~the selection of~~ certain estimates and ~~actuarial~~the selection of assumptions, including discount rates.

We identified the evaluation of ~~the~~certain pension ~~and OPEB~~benefit obligations as a critical audit matter. ~~Significant~~Subjective auditor judgment was required to evaluate the actuarial models and methodology used by the Company to determine the obligations and to

Table of Con tents

evaluate the discount rates used. ~~Small changes~~Changes in the discount rates ~~would~~could have a significant impact to the measurement of the pension ~~and OPEB~~benefit obligations.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s pension ~~and OPEB~~benefit obligations process, including controls related to the assessment of the actuarial models and methodology and the development of the discount rates. For certain plans, we involved an actuarial professional with specialized skill and knowledge, who assisted in:

●

~~understanding and assessing the actuarial models and methodology used by the Company to determine the obligations;~~

●

the evaluation of the Company’s discount rates, by assessing changes in the discount rates from the prior year and comparing it to the change in published indices, and evaluating the discount rates based on the pattern of cash flows; and

●

~~the evaluation of the selected yield curve, the consistency of the yield curve with the prior year, and the spot rates, to further assess the discount rates.~~

•

~~Evaluation~~understanding and assessing the appropriateness of the ~~fair value of acquired intangible assets of PureCircle Limited~~

~~As discussed in Note 3 to the consolidated financial statements,~~actuarial models and methodology used by the Company ~~determined~~to determine the estimated fair values of the intangible assets acquired using certain unobservable inputs in situations where observable inputs were not available. During the year ended December 31, 2020, the Company acquired a controlling interest in PureCircle Limited (PureCircle) and accounted for the transaction as a business combination. The acquisition resulted in the recognition of $68 million in intangible assets other than goodwill, which pertains to customer relationships, tradename, and proprietary technology intangible assets relating to existing products and solutions (collectively, the intangible assets).obligations;

~~We identified~~ •the evaluation of the ~~fair value~~Company’s discount rates, by assessing changes in the discount rates from the prior year and comparing it to the change in published indices, and by evaluating the discount rates based on the pattern of cash flows; and

•the evaluation of the ~~intangible assets related to~~selected yield curve, the PureCircle acquisition as a critical audit matter. A high degree of subjectivity and auditor judgment was required to evaluate certain valuation assumptions, specifically the growth rates for certain future expected cash flows, discount rates, and royalty rates. In addition, minor changes in these assumptions could have a significant impact on the fair valueconsistency of the ~~intangible assets.~~yield curve with the prior year, and the spot rates, to further assess the discount rates.

~~Table of Contents~~

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain controls related to the Company’s process for determining the fair value of the acquired intangible assets, including controls related to the selection of certain assumptions used. We evaluated growth rates for certain future expected cash flows by comparing them to PureCircle’s historical performance and to industry data. We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating:

●

~~Growth rate assumptions for certain future expected cash flows used to value the intangible assets by comparing to peer companies or macro-economic trend data,~~

●

The discount rate assumption used to value the intangible assets by independently developing a range of rates using publicly available market interest rate data and comparing the independent ranges to the rate used by the Company, and

●

~~The royalty rate assumption used to value the trade name and proprietary technology intangible assets by comparing to third party royalty rates.~~

/s/ KPMG LLP

We have served as the Company’s auditor since 1997.

Chicago, Illinois

February ~~24, 2021~~

21, 2024

Table of ~~Contents~~Con tents

Ingredion Incorporated ~~(“Ingredion”)~~

Consolidated Statements of ~~Incom~~e

Year Ended December 31,
(in millions, except per share amounts)

2020

2019

2018
Net sales

$
5,987

$
6,209

$
6,289
Cost of sales

4,715

4,897

4,921
Gross profit

1,272

1,312

1,368

Operating expenses

628

610

611
Other income, net

(31)

(19)

(10)
Restructuring/impairment charges

93

57

64

Operating income

582

664

703

Financing costs, net

81

81

86
Other, non-operating (income) expense, net

(5)

1

(4)

Income before income taxes

506

582

621
Provision for income taxes

152

158

167
Net income

354

424

454
Less: Net income attributable to non-controlling interests

6

11

11
Net income attributable to Ingredion

$
348

$
413

$
443

Weighted average common shares outstanding:

Basic

67.2

66.9

70.9
Diluted

67.6

67.4

71.8

Earnings per common share of Ingredion:

Basic

$
5.18

$
6.17

$
6.25
Diluted

5.15

6.13

6.17

Income

(dollars and shares in millions, except per share amounts)


	Year Ended December 31,
	2023		2022		2021
Net sales	$	8,160	$	7,946	$	6,894
Cost of sales	6,411		6,452		5,563
Gross profit	1,749		1,494		1,331
Operating expenses	789		715		668
Other operating (income) expense	(8)		13		(34)
Restructuring/impairment charges	11		4		387
Operating income	957		762		310
Financing costs	114		99		74
Other non-operating expense (income)	4		(5)		(12)
Income before income taxes	839		668		248
Provision for income taxes	188		166		123
Net income	651		502		125
Less: Net income attributable to non-controlling interests	8		10		8
Net income attributable to Ingredion	$	643	$	492	$	117

Weighted average common shares outstanding:
Basic	66.0		66.2		67.1
Diluted	67.0		67.0		67.8

Earnings per common share of Ingredion:
Basic	$	9.74	$	7.43	$	1.74
Diluted	$	9.60	$	7.34	$	1.73

See the Notes to the Consolidated Financial Statements.

Table of ~~Contents~~Con tents

Ingredion Incorporated ~~(“Ingredion”)~~

Consolidated Statements of ~~Comprehensiv~~eComprehensive Income

(in millions)

2020

2019

2018
Net income

$
354

$
424

$
454
Other comprehensive income:

Gains (losses) on cash flow hedges, net of income tax effect of $2, $5, and $2, respectively

3

(14)

6
Losses on cash flow hedges reclassified to earnings, net of income tax effect of $17, $4, and $2, respectively

48

10

4
Actuarial (losses) gains on pension and other postretirement obligations, settlements and plan amendments, net of income tax effect of $1, $2, and $5, respectively

(1)

9

(15)
Currency translation adjustment

(25)

(9)

(129)
Comprehensive income

379

420

320
Less: Comprehensive income attributable to non-controlling interests

5

9

3
Comprehensive income attributable to Ingredion

$
374

$
411

$
317

(in millions)


	Year Ended December 31,
	2023		2022		2021
Net income	$	651	$	502	$	125
Other comprehensive income:
(Losses) gains on cash flow hedges, net of income tax effect of $40, $53 and $58, respectively	(111)		157		160
Losses (gains) on cash flow hedges reclassified to earnings, net of income tax effect of $21, $69 and $55, respectively	57		(199)		(154)
Actuarial (losses) gains on pension and other postretirement obligations, settlements and plan amendments, net of income tax effect of $—, $1 and $9, respectively	(2)		(4)		19
Losses on pension and other postretirement obligations reclassified to earnings, net of income tax effect of $—	1		—		—
Currency translation adjustment	47		(105)		211
Comprehensive income	643		351		361
Less: Comprehensive income attributable to non-controlling interests	2		—		9
Comprehensive income attributable to Ingredion	$	641	$	351	$	352

See the Notes to the Consolidated Financial Statements.

Table of ~~Contents~~Con tents

Ingredion Incorporated ~~(“Ingredion”)~~

Consolidated Balance ~~Sheet~~s

As of December 31,

(in millions, except share and per share amounts)

2020

2019

Assets

Current assets:

Cash and cash equivalents

$
665

$
264

Short-term investments

—

4

Accounts receivable, net

1,011

977

Inventories

917

861

Prepaid expenses

54

54

Total current assets

2,647

2,160

Property, plant and equipment, net of accumulated depreciation of $3,175 and $3,056, respectively

2,455

2,306

Goodwill

902

801

Other intangible assets, net of accumulated amortization of $229 and $197, respectively

444

437

Operating lease assets

173

151

Deferred income tax assets

23

13

Other assets

214

172

Total assets

$
6,858

$
6,040

Liabilities and equity

Current liabilities:

Short-term borrowings

$
438

$
82

Accounts payable

599

504

Accrued liabilities

421

381

Total current liabilities

1,458

967

Non-current liabilities

227

220

Long-term debt

1,748

1,766

Non-current operating lease liabilities

136

120

Deferred income tax liabilities

217

195

Total liabilities

3,786

3,268

Share-based payments subject to redemption

30

31

Redeemable non-controlling interests

70

—

Ingredion stockholders’ equity:

Preferred stock — authorized 25,000,000 shares — $0.01 par value, NaN issued

—

—

Common stock — authorized 200,000,000 shares — $0.01 par value, 77,810,875 issued at December 31, 2020 and 2019, respectively

1

1

Additional paid-in capital

1,150

1,137

Less: Treasury stock (common stock: 10,795,346 and 10,993,388 shares at December 31, 2020 and 2019, respectively) at cost

(1,024)

(1,040)

Accumulated other comprehensive loss

(1,133)

(1,158)

Retained earnings

3,957

3,780

Total Ingredion stockholders’ equity

2,951

2,720

Non-redeemable non-controlling interests

21

21

Total equity

2,972

2,741

Total liabilities and equity

$
6,858

$
6,040

Sheets

(dollars and shares in millions, except per share amounts)


	As of December 31,
	2023		2022
Assets
Current assets:
Cash and cash equivalents	$	401	$	236
Short-term investments	8		3
Accounts receivable, net	1,279		1,411
Inventories	1,450		1,597
Prepaid expenses and assets held for sale	261		62
Total current assets	3,399		3,309
Property, plant and equipment, net	2,370		2,407
Intangible assets, net	1,303		1,301
Other assets	570		544
Total assets	$	7,642	$	7,561

Liabilities and stockholders' equity
Current liabilities:
Short-term borrowings	$	448	$	543
Accounts payable	778		873
Accrued liabilities and liabilities held for sale	546		466
Total current liabilities	1,772		1,882
Long-term debt	1,740		1,940
Other non-current liabilities	480		477
Total liabilities	3,992		4,299

Share-based payments subject to redemption	55		48
Redeemable non-controlling interests	43		51

Ingredion stockholders’ equity:
Preferred stock — authorized 25.0 shares — $0.01 par value, none issued	—		—
Common stock — authorized 200.0 shares — $0.01 par value, 77.8 issued at December 31, 2023 and 2022	1		1
Additional paid-in capital	1,146		1,132
Less: Treasury stock (common stock: 12.6 and 12.1 shares at December 31, 2023 and 2022, respectively) at cost	(1,207)		(1,148)
Accumulated other comprehensive loss	(1,056)		(1,048)
Retained earnings	4,654		4,210
Total Ingredion stockholders’ equity	3,538		3,147
Non-redeemable non-controlling interests	14		16
Total stockholders' equity	3,552		3,163
Total liabilities and stockholders' equity	$	7,642	$	7,561

See the Notes to the Consolidated Financial Statements.

Table of ~~Contents~~Con tents

Ingredion Incorporated ~~(“Ingredion”)~~

Consolidated Statements of Equity and Redeemable Equity

Total Equity

Non-

Redeemable

Share-based

Redeemable

Additional

Accumulated Other

Non-

Payments

Non-

Preferred

Common

Paid-In

Treasury

Comprehensive

Retained

Controlling

Subject to

Controlling

(in millions)

Stock

Stock

Capital

Stock

Loss

Earnings

Interests

Redemption

Interests

Balance, December 31, 2017

$
—

$
1

$
1,138

$
(494)

$
(1,013)

$
3,259

$
26

$
36

$
—

Net income attributable to Ingredion

443

Net income attributable to non-controlling interests

11

Dividends declared

(173)

(9)

Repurchases of common stock

(33)

(624)

Share-based compensation, net of issuance

(5)

27

1

Other comprehensive income (loss)

(134)

(7)

Other

(4)

(7)

7

(1)

Balance, December 31, 2018

—

1

1,096

(1,091)

(1,154)

3,536

20

37

—

Net income attributable to Ingredion

413

Net income attributable to non-controlling interests

11

Dividends declared

(169)

(8)

Repurchases of common stock

32

31

Share-based compensation, net of issuance

9

20

(6)

Other comprehensive loss

(4)

(2)

Balance, December 31, 2019

—

1

1,137

(1,040)

(1,158)

3,780

21

31

—

Net income attributable to Ingredion

348

Net income attributable to non-controlling interests

10

(4)

Dividends declared

(171)

(8)

Share-based compensation, net of issuance

13

16

(1)

Acquisition of redeemable non-controlling interests

74

Other comprehensive loss

25

(1)

Other

(1)

Balance, December 31, 2020

$
—

$
1

$
1,150

$
(1,024)

$
(1,133)

$
3,957

$
21

$
30

$
70

(in millions)


	Total Equity														Share-based Payments Subject to Redemption		Redeemable Non- Controlling Interests
	Preferred Stock		Common Stock		Additional Paid-In Capital		Treasury Stock		Accumulated Other Comprehensive Loss		Retained Earnings		Non- Redeemable Non- Controlling Interests
Balance, December 31, 2020	$	—	$	1	$	1,150	$	(1,024)	$	(1,133)	$	3,957	$	21	$	30	$	70
Net income attributable to Ingredion	—		—		—		—		—		117		—		—		—
Net income (loss) attributable to non-controlling interests	—		—		—		—		—		—		11		—		(3)
Dividends declared	—		—		—		—		—		(175)		(11)		—		—
Repurchases of common stock, net	—		—		—		(68)		—		—		—		—		—

Share-based compensation, net of issuance	—		—		8		31		—		—		—		6		—
Other comprehensive income (loss)	—		—		—		—		236		—		(3)		—		4

Balance, December 31, 2021	—		1		1,158		(1,061)		(897)		3,899		18		36		71
Net income attributable to Ingredion	—		—		—		—		—		492		—		—		—
Net income attributable to non-controlling interests	—		—		—		—		—		—		9		—		1
Dividends declared	—		—		—		—		—		(181)		(5)		—		—
Repurchases of common stock, net	—		—		—		(112)		—		—		—		—		—
Share-based compensation, net of issuance	—		—		3		25		—		—		—		12		—
Fair market value adjustment to non-controlling interests	—		—		(29)		—		—		—		—		—		29
Non-controlling interest purchases	—		—		—		—		—		—		—		—		(46)
Other comprehensive (loss)	—		—		—		—		(151)		—		(6)		—		(4)
Balance, December 31, 2022	—		1		1,132		(1,148)		(1,048)		4,210		16		48		51
Net income attributable to Ingredion	—		—		—		—		—		643		—		—		—
Net income attributable to non-controlling interests	—		—		—		—		—		—		7		—		1
Dividends declared	—		—		—		—		—		(199)		(3)		—		—
Repurchases of common stock, net	—		—		—		(101)				—		—		—		—
Share-based compensation, net of issuance	—		—		7		42		—		—		—		7		—
Fair market value adjustment to non-controlling interests	—		—		7		—		—		—		—		—		(7)
Non-controlling interest purchases	—		—		—		—		—		—		—		—		(2)
Other comprehensive (loss)	—		—		—		—		(8)		—		(6)		—		—
Balance, December 31, 2023	$	—	$	1	$	1,146	$	(1,207)	$	(1,056)	$	4,654	$	14	$	55	$	43

See the Notes to the Consolidated Financial Statements.

~~Table of Contents~~

Ingredion Incorporated ~~(“Ingredion”)~~

Consolidated Statements of Cash ~~Flow~~s

Year Ended December 31,

(in millions)

2020

2019

2018

Cash provided by operating activities

Net income

$
354

$
424

$
454

Non-cash charges to net income:

Depreciation and amortization

213

220

247

Mechanical stores expense

54

57

57

Deferred income taxes

(7)

3

(23)

Charge for fair value markup of acquired inventory

6

—

—

Other

99

33

39

Changes in working capital:

Accounts receivable and prepaid expenses

(3)

(61)

(70)

Inventories

(14)

(43)

(50)

Accounts payable and accrued liabilities

124

51

(3)

Margin accounts

43

(1)

5

Other

(40)

(3)

47

Cash provided by operating activities

829

680

703

Cash used for investing activities

Capital expenditures and mechanical stores purchases

(340)

(328)

(350)

Payments for acquisitions, net of cash acquired of $14, $4 , and $ — , respectively

(236)

(42)

—

Investment in non-consolidated affiliates

(6)

(10)

(15)

Short-term investments

4

3

1

Proceeds from disposal of manufacturing facilities and properties

7

2

1

Other

—

1

2

Cash used for investing activities

(571)

(374)

(361)

Cash used for financing activities

Proceeds from borrowings

1,550

1,209

987

Payments on debt

(1,224)

(1,465)

(738)

Debt issuance costs

(9)

—

—

Repurchases of common stock, net

—

63

(657)

Issuances of common stock for share-based compensation, net of settlements

4

3

1

Dividends paid, including to non-controlling interests

(178)


(174)


(182)

Cash provided by (used for) financing activities

143

(364)

(589)

Effects of foreign exchange rate changes on cash

—

(5)

(21)

Increase (decrease) in cash and cash equivalents

401

(63)

(268)

Cash and cash equivalents, beginning of period

264

327

595

Cash and cash equivalents, end of period

$
665

$
264

$
327

Flows

(in millions)


	Year Ended December 31,
	2023		2022		2021
Cash from operating activities
Net income	$	651	$	502	$	125
Non-cash charges to net income:
Depreciation and amortization	219		215		220
Mechanical stores expense	62		55		55
Impairment on disposition of assets	—		—		340
Deferred income taxes	(6)		(3)		(61)
Other non-cash charges	69		57		8
Changes in working capital:
Accounts receivable and prepaid expenses	77		(310)		(162)
Inventories	69		(468)		(312)
Accounts payable and accrued liabilities	(79)		158		226
Margin accounts	10		(44)		(32)
Other	(15)		(10)		(15)
Cash provided by operating activities	1,057		152		392
Cash from investing activities
Capital expenditures and mechanical stores purchases	(316)		(300)		(300)
Proceeds from disposal of manufacturing facilities and properties	2		7		18
Payments for acquisitions, net of cash acquired	—		(29)		(40)
Other	(15)		2		(13)
Cash used for investing activities	(329)		(320)		(335)
Cash from financing activities
Proceeds from borrowings	720		825		1,300
Payments on debt	(949)		(532)		(1,690)

Commercial paper (repayments) borrowings, net	(63)		140		250
Repurchases of common stock, net	(101)		(112)		(68)
Issuances of common stock for share-based compensation, net	20		9		19
Purchases of non-controlling interests	(2)		(46)		—
Dividends paid, including to non-controlling interests	(194)		(181)		(184)
Cash (used for) provided by financing activities	(569)		103		(373)
Effects of foreign exchange rate changes on cash	6		(27)		(21)
Increase (decrease) in cash and cash equivalents	165		(92)		(337)
Cash and cash equivalents, beginning of period	236		328		665
Cash and cash equivalents, end of period	$	401	$	236	$	328

See the Notes to the Consolidated Financial Statements.

Table of Contents

Ingredion Incorporated ~~(“Ingredion”)~~

Notes to Consolidated Financial Statements

~~NOTE 1 –~~

(dollars in millions, except per share data, unless otherwise noted)

1. Description of the Business

and Summary of Significant Accounting Policies

Unless the context otherwise requires, all references herein to the “Company,” “Ingredion,” “we,” “us,” and “our” shall mean Ingredion Incorporated ~~(individually~~ and ~~together with~~ its consolidated ~~subsidiaries, “the Company”) was founded in 1906~~subsidiaries.

Description of the business: We primarily manufacture and ~~became an independent and public company as of December 31, 1997. The Company primarily manufactures and sells~~sell sweeteners, starches, nutrition ingredients and biomaterial solutions derived from ~~the~~ wet milling and processing of corn and other starch-based materials to a wide range of industries, both domestically and internationally.

~~NOTE 2 – Summary of Significant Accounting Policies~~

Basis of presentation: The Consolidated Financial Statements consist of the accounts of ~~the Company,~~Ingredion, including all ~~significant~~ subsidiaries. Intercompany accounts and transactions are eliminated in consolidation.

Use of estimates

: 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~~and assumptions impact the value of purchase consideration, ~~valuation of~~ accounts receivable, inventories, certain investments, 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~~our best estimates and judgment. ~~Management evaluates its~~We evaluate our estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which ~~management believes~~we believe to be reasonable under the circumstances. ~~Management~~We will adjust such estimates and assumptions when facts and circumstances dictate. ~~Foreign currency devaluations versus the U.S. dollar, corn~~Corn price volatility, ~~access to credit markets, and~~ adverse changes in the global economic environment, ~~have combined~~foreign currency devaluations versus the U.S. dollar, and access to credit markets 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.

Foreign currency translation:

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~~Accumulated other comprehensive loss (“AOCL”), and 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~~our subsidiaries in Mexico and as of July 1, 2018, in Argentina. In the second quarter of the year ended December 31, 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 hyperinflation accounting as of July 1, 2018, for its Argentina, affiliate in accordance with GAAP. Under hyperinflation accounting, the Argentina affiliate’s functional currency becomes the U.S. dollar. For foreign subsidiaries where the U.S. dollar is the functional currency,and we translate their monetary assets and liabilities ~~are translated~~ at current exchange rates with the related adjustment included in ~~net income.~~financing costs in our Consolidated Statements of Income. Non-monetary assets and liabilities are translated at historical exchange ~~rates.~~

~~Cash and cash equivalents:~~ ~~Cash equivalents consist of all instruments purchased~~rates 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. The allowance for doubtful accounts is determined using the ~~Company’s best estimate of expected credit losses using historical experience and current and future economic conditions.~~

~~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~~related translation adjustments included in ~~Other assets~~AOCL in ~~the~~our Consolidated Balance Sheets. ~~The Company holds equity and cost method investments, and marketable securities as of December 31, 2020.~~ 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

~~Table of Contents~~

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 $183 million, $191 million, and $217 million for the years ended December 31, 2020, 2019, and 2018, 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. NaN PP&E impairment was recognized in the year ended December 31, 2020.

~~The following table summarizes the Company’s PP&E and accumulated depreciation as of the dates presented:~~

As of December 31,

(in millions)

2020

2019

Property, plant and equipment:

Land

$
207

$
202

Buildings

802

748

Machinery and equipment

4,621

4,412

Property, plant and equipment, at cost

5,630

5,362

Accumulated depreciation

(3,175)

(3,056)

Property, plant and equipment, net

$
2,455

$
2,306

~~Goodwill and other intangible assets:~~Goodwill ($902 million and $801 million at December 31, 2020 and 2019, 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 $444 million and $437 million at December 31, 2020 and 2019, respectively. The original carrying value of goodwill and accumulated impairment charges by reportable business segment at December 31, 2020 was as follows:

North

South

Asia-

(in millions)

America

America

Pacific

EMEA

Total

Goodwill before impairment charges

$
601

$
55

$
225

$
65

$
946

Accumulated impairment charges

(1)

(33)

(121)

—

(155)

Balance at January 1, 2019

600

22

104

65

791

Acquisitions

7

—

—

—

7

Currency translation

—

(1)

4

—

3

Balance at December 31, 2019

607

21

108

65

801

Acquisitions

14

—

85

—

99

Currency translation

—

(4)

2

4

2

Balance at December 31, 2020

$
621

$
17

$
195

$
69

$
902

~~Table of Contents~~

~~The following table summarizes the Company’s other intangible assets as of the dates presented:~~

As of December 31, 2020
(in millions)

Gross

Accumulated Amortization

Net

Weighted Average Useful Life (years)
Trademarks/tradenames (indefinite-lived)

$
143

$
—

$
143

—
Patents

33

(2)

31

12
Customer relationships

356

(115)

241

20
Technology

103

(101)

2

9
Other

38

(11)

27

19
Total other intangible assets

$
673

$
(229)

$
444

17

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

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 $30 million, $29 million, and $30 million for the years ended December 31, 2020, 2019, and 2018, 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, 2020, intangible asset amortization expense for the next five years is shown below.~~

(in millions)

Year

Amortization Expense
2021

$
20
2022

19
2023

19
2024

19
2025

18
Balance thereafter

206

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, 2020, there were 0 impairments in its indefinite-lived intangible assets.

~~Table of Contents~~

impairment event was the result of management’s decision to rebrand the TIC Gums products using the broader Ingredion name and the Ingredient Solutions sub-branding beginning in 2021. There is no change to the projected revenue or operating income from the legacy brands.

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 an impairment test. If the Company concludes otherwise, then the Company performs the impairment test as described in ASC Topic 350. Under this impairment test, 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, then an impairment exists for the difference between the fair value and carrying value of the reporting unit. This difference is not to exceed the goodwill recorded at the reporting unit. Based on the results of the annual assessment, the Company concluded that as of July 1, 2020, 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.~~

recognition:

~~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.

~~Table of Contents~~

~~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. 2017-04, Intangibles – Goodwill and Other (Topic 350)~~

~~In January 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-04,~~ ~~Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment~~. This ASU simplifies the subsequent measurement of goodwill as this ASU eliminates Step 2 from the goodwill impairment test. Under this ASU, 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 ASU is effective for annual periods beginning after December 15, 2019, with early adoption permitted. The Company adopted ASU 2017-04 at the beginning of its 2020 fiscal year. This ASU did not have a material impact on the Company’s Condensed Consolidated Financial Statements upon adoption.

~~ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326)~~

~~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 the Company to measure and recognize expected credit losses for financial assets held and not accounted for at fair value through net income. This ASU is effective for annual periods beginning after December 15, 2019, with early adoption permitted. The Company adopted ASU 2016-13 at the beginning of its 2020 fiscal year, and this ASU did not have a material impact on the Company’s Condensed Consolidated Financial Statements upon adoption.

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

~~In February 2016, the FASB issued 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 have a material impact on the Consolidated Statement of Income or Consolidated Statement of Cash Flows upon adoption. 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.

~~Table of Contents~~

ASU No. 2018-14, Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20): Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans.

~~In August 2018, the FASB issued ASU No. 2018-14,~~ ~~Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20): Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans.~~ This Update modifies the annual disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The guidance requires disclosure changes to be presented on a retrospective basis. The Company adopted ASU 2018-14 at the beginning of its 2020 fiscal year. The Company has presented the disclosure requirements in accordance with the Update in the Consolidated Financial Statements.

~~NOTE 3~~ – ~~Acquisitions~~

On July 1, 2020, the Company completed its acquisition of a controlling interest in PureCircle Limited (“PureCircle”). PureCircle is one of the leading producers and innovators of plant-based stevia sweeteners for global food and beverage industries. To complete the closing, the Company made a total cash payment of $208 million, net of $14 million of cash acquired, which it funded from cash on hand. After the closing, the Company owned 75% of PureCircle, while the remaining ~~25% is owned by former PureCircle shareholders. PureCircle is consolidated by~~ Ingredion for financial reporting purposes, with a corresponding redeemable non-controlling interest of $74 million recorded for the portion not owned by the Company at the time of acquisition. The results of PureCircle are reported on a one-month lag within the Company’s Consolidated Financial Statements during the integration process of the companies. The results of the acquired operations are included in the Company’s consolidated results from the acquisition date within the Asia-Pacific reportable segment. Pro-forma results of operations for the acquisition have not been presented as the effect of the acquisition would not be material to the Company’s results of operations for any periods presented.

The Company has completed its allocation of the purchase price to the assets acquired and liabilities assumed, except for goodwill, contingent liabilities, and taxes, which were preliminarily recorded based on information and incorporating management’s best estimates. Contingent liabilities and taxes remain preliminary pending receipt of certain information required to finalize the determination of fair value. The assets acquired and liabilities assumed in the transaction are generally recorded at their estimated acquisition date fair values, while transaction costs associated with the acquisition were expensed as incurred.

Goodwill represents the amount by which the purchase price exceeds the estimated fair value of the net assets acquired. The goodwill results from synergies and other operational benefits expected to be derived from the acquisition. The goodwill related to PureCircle is not tax-deductible due to the structure of the acquisition.

~~The following table summarizes the preliminary purchase price allocations for the PureCircle acquisition as of December 31, 2020:~~

(in millions)

PureCircle

Working capital (excluding cash)

$
60

Property, plant and equipment

91

Other, net

(22)

Identifiable intangible assets

68

Goodwill

85

Total fair value, net of cash

282

Less: Non-redeemable non-controlling interests

74

Total purchase price, net of cash

$
208

The identifiable intangible assets for the acquisition of a controlling interest in PureCircle includes customer relationships, tradenames, and proprietary technology. The fair values of these intangible assets were determined to be Level 3 under the fair value hierarchy. Level 3 inputs are unobservable inputs for an asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for fair value estimates to be made in situations in which there is little, if any, market activity for an asset or liability at the measurement date. For more information on the fair value hierarchy, see Note 6 of the Notes to the Consolidated Financial Statements.

During the 12 months ended December 31, 2018, the Company entered into an equity method investment with Verdient Foods, Inc. (“Verdient”) by acquiring 20% of its outstanding shares. Verdient is a Canada-based producer of

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pulse-based protein concentrates and flours from peas, lentils, and fava beans for human food applications. On November 3, 2020, the Company acquired the remaining 80% of the outstanding shares, as well as the leased land and buildings not owned by Verdient. To complete the closing, the Company made a total cash payment of CAD $33 million (USD $26 million), which it funded from cash on hand. The results of the acquired operation are included in the Company’s consolidated results from the acquisition date within the North America business segment. A preliminary allocation of the purchase price to the assets acquired and liabilities assumed was made based on available information and incorporating management’s best estimates. The acquisition of Verdient added $14 million of goodwill and $15 million of tangible assets as of the acquisition date. Pro-forma results of operations for the acquisition made in the year ended December 31, 2020 have not been presented as the effect of the acquisition would not be material to the Company’s results of operations for any periods presented.

On March 1, 2019, the Company completed its acquisition of Western Polymer LLC (“Western Polymer”), a privately-held, U.S.-based company headquartered in Moses Lake, Washington, that produces native and modified potato starches for industrial and food applications for $42 million, net of cash acquired of $4 million. The acquisition expanded the Company's potato starch manufacturing capacity, enhanced its processing capabilities, and broadened its higher-value specialty ingredients business and customer base. The results of the acquired operation are included in the Company’s consolidated results from the acquisition date within the North America business segment. During the three months ended March 31, 2020, the Company finalized the purchase price allocation for the Western Polymer acquisition. The finalization of goodwill and intangible assets did not have a significant impact on previously estimated amounts. The acquisition of Western Polymer added $13 million of goodwill and intangible assets and $29 million of tangible assets as of the acquisition date. Pro-forma results of operations for the acquisition made in the year ended December 31, 2019 have not been presented as the effect of the acquisition would not be material to the Company’s results of operations for any periods presented.

~~The Company incurred $11 million, $3 million, and $0 of pre-tax acquisition and integration costs in the years ended December 31, 2020, 2019, and 2018, respectively, associated with its acquisitions.~~

~~NOTE 4 – Revenue Recognition~~

~~The Company applies the provisions of ASC 606-10,~~ ~~Revenue from Contracts with Customers~~~~. The Company~~ recognizes revenue under the core principle to depict ~~the~~our transfer of products and solutions to customers in ~~an amount reflecting~~amounts that reflect the consideration ~~the Company expects~~we expect to receive. ~~In order to~~To achieve that core principle, ~~the Company applies~~we apply the following five-step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied.

~~The Company identified~~

We identify customer purchase orders, which in some cases are governed by a master sales agreement, as the contracts with ~~its~~our customers. For each contract, ~~the Company considers~~we consider the transfer of products, each of which is distinct, to be the identified performance obligation. In determining the transaction price for the performance obligation, the Company evaluates whether the price is subject to adjustment to determine the consideration to which the Company expects to be entitled. The pricing model can be fixed or variable within the contract. The variable pricing model is based on historical commodity pricing and is determinable ~~prior to completion of~~before we complete the performance obligation. ~~Additionally,~~To determine the ~~Company has~~transaction price for the contract performance obligations, we also evaluate whether the price could be adjusted, and we may reduce the transaction price for certain sales adjustments ~~for~~such as volume incentive discounts and other discount ~~arrangements that reduce the transaction price. The reduction of~~arrangements. We estimate transaction price ~~is estimated~~adjustments using the expected value method based on anour analysis of historical volume incentives or discounts over a period ~~of time~~ considered adequate to account for current pricing and business trends. Historically, actual volume incentives and discounts relative to those estimated and included when determining the transaction price have not materially differed. ~~Volume~~We accrue volume incentives and discounts ~~are accrued at the satisfaction of the performance obligation~~in Accrued liabilities and ~~accounted~~liabilities held for ~~in Accounts payable and Accrued liabilities~~sale in the Consolidated Balance ~~Sheets. These amounts are not significant as of December 31, 2020 and 2019. The~~Sheets when we satisfy the performance obligation. We consider the product price as specified in the contract, net of any discounts, ~~is considered~~as the standalone selling price as it is an observable input ~~which depicts~~that represents the price as if we sold the product to a similar customer in similar circumstances. ~~Payment~~We do not recognize any significant financing components since payment is ~~received~~due shortly after ~~the~~we satisfy our performance ~~obligation is satisfied; therefore, the Company has elected the practical expedient under ASC 606-10-32-18~~obligation.

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Ingredion Incorporated

Notes to ~~not assess whether a contract has a significant financing component.~~

~~Revenue is recognized~~Consolidated Financial Statements

(dollars in millions, except per share data, unless otherwise noted)

We recognize revenue when ~~the Company’s~~we satisfy our performance obligation ~~is satisfied~~ and control is transferred to the customer, which occurs at a point in time, either upon delivery to an agreed upon location or to the customer. Further, in

~~Table of Contents~~

determining whether control has transferred, ~~the Company considers~~we consider if there is a present right to payment and legal title, along with risks and rewards of ownership having transferred to the customer.

Shipping and handling activities related to contracts with customers represent fulfillment costs and are recorded in Cost of sales in the Consolidated Statements of Income. Taxes assessed by governmental authorities and collected from customers are accounted for on a net basis and excluded from net sales. ~~The Company applies a practical expedient to~~We expense costs to obtain a contract ~~as incurred as~~when we incur the costs since most contracts are one year or less. These costs primarily include ~~the Company’s~~our internal sales force compensation. Under the terms of these programs, the compensation is generally earned, and the costs are recognized atwhen we recognize the ~~time the revenue is recognized.~~

revenue.

From time to time, ~~the Company~~we may enter into long-term contracts with ~~its~~our customers. Historically, ~~the~~such contracts ~~entered into by the Company~~ do not result in significant contract assets or liabilities. Any such arrangements are accounted for in Other assets or Accrued liabilities and liabilities held for sale in the Consolidated Balance Sheets.

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

Accounts receivable: Accounts receivable consists of trade and other receivables carried at approximate fair value, net of an allowance for credit losses. The allowance for credit losses is determined using our best estimate of expected credit losses based on historical experience and current forecasts of future economic conditions, and we adjust this estimate over the life of the receivable as needed.

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

Long-term investments: We hold marketable securities and equity investments, which we include in Other assets in the Consolidated Balance Sheets. ~~There were no~~Marketable securities are carried at fair value and we record changes in fair value to Other operating (income) expense in the Consolidated Statements of Income if we maintain the securities for processing transactions that directly support operating activities; otherwise, we record changes in fair value to Other non-operating (income) expense in the Consolidated Statements of Income.

Equity investments in companies for which we do not have the ability to exercise significant ~~contract~~influence are accounted for at fair value, with changes in fair value recorded in Other non-operating expense (income) in the Consolidated Statements of Income. Equity securities without readily determinable fair values are carried at cost, less impairments, if any, and adjusted for observable price changes for the identical or a similar investment of the same issuer. We perform a qualitative impairment assessment to determine if such investments are impaired, which considers all available information, including declines in the financial performance of the issuing entity, the issuing entity’s operating environment and general market conditions. Impairments of equity securities without readily determinable fair value are recorded in Other non-operating expense (income) in the Consolidated Statements of Income.

Equity investments in companies for which we have the ability to exercise significant influence, but not control, are accounted for using the equity method of accounting. Our share of the earnings or losses reported by equity method investees is recognized in Other operating (income) expense in the Consolidated Statements of Income. Each reporting period, we evaluate declines in the fair value of equity method investments below carrying value to determine if any are other-than-temporary and if so, we write down the investment to its estimated fair value. Impairments are recognized in Restructuring/impairment charges in the Consolidated Statements of Income.

Leases: We determine if an arrangement contains a lease, as well as its classification as an operating lease or finance lease, at the inception of the agreement. Lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Lease assets and liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. The commencement date used for the calculation of the lease obligations recorded is the latter of the lease start date or ~~liabilities~~January 1, 2019, which is when we adopted Accounting Standards Codification (“ASC”) 842. As most of our leases do not provide an implicit rate, we use an incremental borrowing rate based on the information available at the commencement

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Ingredion Incorporated

Notes to Consolidated Financial Statements

(dollars in millions, except per share data, unless otherwise noted)

date to determine the present value of lease payments. The lease asset value includes in our calculation any prepaid lease payments made and any lease incentives received from the arrangement as a reduction of ~~December 31, 2020,~~the asset. Certain leases have options to terminate or extend the life of the lease, which we include in the lease asset and ~~2019.~~

~~The Company~~lease liability calculation when we have sole discretion to exercise the option and it is ~~principally engaged~~reasonably certain we will. We do not separate lease and non-lease components for our leases when it is impracticable to separate them, such as leases with variable payment arrangements. We have certain leases that have variable payments based solely on output or usage of the leased asset, which we do not record in our Consolidated Balance Sheets, but expense as incurred. Lease expense is recognized on a straight-line basis over the lease term. Leases with an initial term of twelve months or less are not recorded on the Consolidated Balance Sheets.

Property, plant and equipment and definite-lived intangible assets:Property, plant and equipment (“PP&E”) is stated at cost less accumulated depreciation and definite-lived intangible assets are stated at cost less accumulated amortization. For PP&E, 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 machinery and equipment. Costs for mechanical stores represent costs for spare parts used in the production process that are capitalized in PP&E as part of machinery and equipment until they are utilized in the manufacturing process and expensed as a period cost. Where permitted by law, accelerated depreciation methods are used for tax purposes. For definite-lived intangible assets, we recognize the cost of these amortizable assets in operations over their estimated useful life, which range from two to 30 years. We review the recoverability of the net book value of PP&E and definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable. If this review indicates that the carrying values of the asset group will not be recovered, we reduce the carrying values to fair value and recognize an impairment charge. The impairment analysis for long-lived assets occurs before the goodwill impairment assessment described below.

Assets held for sale: We classify long-lived assets or disposal groups as held for sale in the period when all of the following conditions have been met:

•we have approved and committed to a plan to sell the assets or disposal group,

•the asset or disposal group is available for immediate sale in its present condition,

•an active program to locate a buyer and other actions required to complete the sale have been initiated,

•the sale of ~~starches~~the asset or disposal group is probable and ~~sweeteners~~expected to be completed within one year,

•the asset or disposal group is being actively marketed for sale at a ~~wide range of industries, and~~price that is managed geographically on a regional basis. The Company’s operations are classified into 4 reportable business segments: North America, South America, Asia-Pacific and Europe, Middle East and Africa (“EMEA”). The nature, amount, timing and uncertainty of the Company’s Net sales are managed by the Company primarily based on its geographic segments. Each region’s product sales are unique to each region and have unique risks.

(in millions)

2020

2019

2018

Net sales to unaffiliated customers:

North America

$
3,662

$
3,834

$
3,857

South America

919

960

988

Asia-Pacific

813

823

837

EMEA

593

592

607

Total

$
5,987

$
6,209

$
6,289

~~NOTE 5 – Restructuring and Impairment Charges~~

For the year ended December 31, 2020, the Company recorded a total of $93 million of pre-tax restructuring and impairment charges, including $48 million of pre-tax restructuring costs and $45 million of pre-tax impairment charges. The Company recorded pre-tax restructuring charges of $25 million for its Cost Smart selling, general and administrative expense (“SG&A”) program. These costs include $18 million of other costs, including professional services, and $7 million of employee-related severance for the year ended December 31, 2020. The professional services costs were recorded primarily in the Company’s North America operations, while the employee-related severance were primarily recorded in the Company’s North America and EMEA operations.

~~The Company also recorded $23 million of pre-tax restructuring charges for its Cost Smart Cost of sales program. These costs included $10 million of restructuring charges~~reasonable in relation to ~~the closure of the Lane Cove, Australia production facility, including $5 million of inventory~~its current fair value, and mechanical store write-offs, $4 million of other costs, and $1 million of accelerated depreciation. Additionally, the Company recorded $13 million of restructuring charges related to facility and product line closures in North America during the year, including the closure of the Berwick, Pennsylvania manufacturing facility and the cessation of ethanol production at the Cedar Rapids, Iowa facility. These restructuring charges included $7 million of accelerated depreciation, $2 million of employee severance, and $4 million of other restructuring-related charges.

•

~~During the year ended December 31, 2020, the Company recorded a $35 million impairment charge with respect to its indefinite-lived intangible asset associated with the TIC Gums tradename, due~~it is unlikely that significant changes to the ~~Company's decision to change its marketing strategy related to~~plan will be made or that the brand. Additionally, the Company recorded a $10 million other-than-temporary impairment of its equity method investment in Verdient for the year ended December 31, 2020, triggered by decrease in fair value on its equity method investment from the agreed upon purchase price to acquire the remaining 80% interest in Verdient.

plan will be withdrawn.

For the year ended December 31, 2019, the Company recorded $57 million of pre-tax restructuring charges. Pre-tax restructuring charges of $28 million were recorded for the year ended December 31, 2019 for the Cost Smart SG&A

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program. These costs included $15 million of other costs, including professional services, and $13 million of employee-related severance for the year ended December 31, 2019. These charges were recorded primarily in the Company’s North America and South America operations, and include $2 million of other costs associated with the Finance Transformation initiative in Latin America for the year ended December 31, 2019.

Additionally, for the year ended December 31, 2019, the Company recorded $29 million for its Cost Smart Cost of sales program. For the year ended December 31, 2019, the Company recorded $15 million of restructuring charges in relation to the closure of the Lane Cove, Australia production facility, consisting of $10 million of accelerated depreciation, $4 million of employee-related severance, and $1 million of other costs. Additionally, for the year ended December 31, 2019, the Company recorded $3 million of employee-related expenses primarily related to South America operations restructuring. The Company also recorded $11 million of other costs, including professional services, for the year ended December 31, 2019, primarily in North America, including other costs of $2 million in relation to the prior year cessation of wet-milling at the Stockton, California manufacturing facility.

~~A summary of the Company’s severance accrual at December 31, 2020, is as follows (in millions):~~

Balance in severance accrual as of December 31, 2019

$
15

Cost Smart Cost of sales and SG&A

9

Acquisition related

1

Payments made to terminated employees

(12)

Foreign exchange translation

(1)

Balance in severance accrual as of December 31, 2020

$
12

~~Of the $12 million severance accrual at December 31, 2020, $11 million is expected to be paid within the next 12 months.~~

~~As of December 31, 2020, the Company identified certain assets within the Stockton, California and Lane Cove, Australia locations that met~~When all the held for sale ~~criteria. The Company expects to sell these assets at~~criteria are met, we initially measure a ~~fair value equal to~~long-lived asset or greater than the carrying value as of December 31, 2020, and did not record a gain or loss associated with the reclassification of these assets to held for sale for the year ended December 31, 2020. The assetsdisposal group that is classified as held for sale at the lower of its carrying value or the fair value less any costs to sell, recognize any resulting losses, and cease depreciation and amortization of the long-lived asset or assets within a disposal group. Until the date of sale or until the asset or disposal group are ~~reflected~~no longer classified as held for sale, we assess fair value less any costs to sell and recognize any resulting losses at each reporting period. Gains are not recognized until the date of the sale.

Indefinite-lived intangible assets and goodwill: We have certain indefinite-lived intangible assets in the form of tradenames and trademarks. Our methodology for allocating the purchase price of acquisitions is based on established valuation techniques that reflect the consideration of a number of factors, including valuations performed by third-party appraisers when appropriate. Goodwill represents the excess of the cost of an acquired entity over the fair value assigned to identifiable assets acquired and liabilities assumed. We assess indefinite-lived intangible assets and goodwill for impairment annually (or other circumstances requiring assessment), which we perform as of July 1 of each year.

In testing indefinite-lived intangible assets for impairment, we first assess qualitative factors to determine whether it is more-likely-than-not that the fair value of an indefinite-lived intangible asset is greater than its carrying amount. If not, then we determine the fair value of the indefinite-lived intangible assets by performing a quantitative impairment analysis that considers various factors, including net sales derived from these intangibles and certain market and industry conditions.

In testing goodwill for impairment, we first assess qualitative factors to determine whether it is more-likely-than-not that the fair value of a reporting unit is greater than its carrying amount. If not, then an impairment exists for the difference

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Ingredion Incorporated

Notes to Consolidated Financial Statements

(dollars in millions, except per share data, unless otherwise noted)

between the fair value and carrying value of the reporting unit. This difference is not to exceed the goodwill recorded at the reporting unit.

Hedging instruments: We use derivative financial instruments consisting primarily of commodity futures, swaps and option contracts, forward currency contracts and options, interest rate swaps, and Treasury lock agreements (“T-Locks”).

When we enter a derivative contract, we designate the derivative as a hedge of variable cash flows to be paid related to certain forecasted transactions (“a cash flow hedge”), as a hedge of the fair value of certain fixed (“firm”) commitments (“a fair value hedge”), or as a non-designated hedging instrument. 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, ~~as follows:~~

(in millions)

December 31, 2020

December 31, 2019
Other assets

$
8

$
—

~~NOTE 6 – Financial Instruments, Derivatives~~or to specific firm commitments or forecasted transactions. For all hedging relationships, we document the hedging relationships and ~~Hedging Activities~~

~~The Company~~our risk-management objective and strategy for undertaking the hedge transactions, the hedging instrument, the hedged item, the nature of the risk being hedged, how we will assess the hedging instrument’s effectiveness in offsetting the hedged risk, and a description of the method to measure ineffectiveness. We also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivative that is ~~exposed to market risk stemming from~~used in a hedging transaction is highly effective in offsetting changes in ~~commodity prices (primarily corn and natural gas), foreign currency exchange rates and interest rates. In the normal course~~cash flows or fair values of ~~business, the Company actively manages its exposure to these market risks by entering into various~~hedged items.

For hedging transactions, authorized under established policies that place controls on these activities. These transactions utilize exchange-traded derivatives or over-the-counter derivatives with investment grade counterparties. Derivative financial instruments ~~currently used by the Company consist of commodity-related futures, options, and swap contracts, foreign currency-related forward contracts, and interest rate swaps.~~

~~Commodity price hedging~~: The Company’s principal use of derivative financial instruments is to manage commodity price risk relating to anticipated purchases of corn and natural gas to be used in the manufacturing process, generally over the next 12 to 24 months. The Company maintains a commodity-price risk management strategy that uses derivative instruments to minimize significant, unanticipated earnings fluctuations caused by commodity-price volatility. To manage price risk related to corn purchases primarily in North America, the Company uses corn futures and option contracts that trade on regulated commodity exchanges to lock-in corn costs associated with fixed-priced customer sales contracts. The Company also uses over-the-counter natural gas swaps in North America to hedge a portion of its natural gas usage. These derivative financial instruments limit the impact that volatility resulting from fluctuations in market prices will have on corn and natural gas purchases. The Company’s natural gas derivatives and the majority of its corn derivatives have been designated as cash flow hedging instruments.

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~~The Company enters into certain corn derivative instruments that are not designated as hedging instruments as defined by ASC 815,~~ ~~Derivatives and Hedging~~. Therefore, the realized and unrealized gains and losses from these instruments are recognized in cost of sales during each accounting period. These derivative instruments also mitigate commodity price risk related to anticipated purchases of corn.

~~For commodity hedges~~ designated as cash flow hedges, unrealized gains and losses associated with marking ~~the commodity~~cash flow hedging contracts to market (fair value) are recorded as a component of other comprehensive ~~income~~loss (“~~OCI”~~OCL”) and included in the equity section of the Consolidated Balance ~~Sheets~~sheets as part of ~~AOCI.~~AOCL. These amounts, as well as their related tax effects, are subsequently reclassified into 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~~period a hedge is determined to be ineffective. The Company assesses the effectiveness of a commodity hedge contract based on changes in the contract’s fair value. The changes in the market value of such contracts have historically been, and are expected to continue to be, highly effective at offsetting changes in the price of the hedged items. Gains and losses from cash flow hedging instruments reclassified from ~~AOCI~~AOCL to earnings are reported as Cash provided by operating activities on the Consolidated Statements of Cash Flows.

For hedging instruments designated as fair value hedges, unrealized gains and losses associated with marking fair value hedging contracts to market (fair value) are recorded in earnings each period. Unrealized gains and losses on hedged items in designated and highly effective fair value hedges are also recorded in earnings each period.

For hedging instruments not designated as hedging instruments for accounting purposes, all realized and unrealized gains and losses from these instruments are recognized in earnings during each accounting period.

We assess the effectiveness of hedging contracts based on changes in the contract’s fair value. The changes in the market value of our hedging contracts have historically been, and are expected to be, highly effective at offsetting changes in the price of hedged items. We discontinue hedge accounting prospectively when it is unlikely or not probable that a forecasted transaction will occur or when we determine that the designation of the derivative as a hedging instrument is no longer appropriate, since the derivative is no longer effective in offsetting changes in the cash flows or fair value of the originally intended hedged transaction. When we discontinue hedge accounting, we continue to carry the derivative on the Consolidated Balance Sheets at its fair value and freeze the deferred gains or losses into AOCL. Changes in the fair value of the derivative are recognized in earnings in the same line item as the original hedged transaction instead of AOCL. Any accumulated gains and losses that were included in AOCL in the period we determined the hedge to be ineffective are also released to earnings.

Pension and other postretirement benefits

: All U.S. pension and postretirement benefit plans and most non-U.S. pension and postretirement benefit plans value the vested benefit obligation based on the actuarial present value of the vested benefits to which employees are currently entitled based on their expected date of separation or retirement.

For defined benefit plans, the service cost component of net periodic benefit cost is presented within either Cost of sales or Operating expenses on the Consolidated Statements of Income. The interest cost, expected return on plan assets, amortization of actuarial loss, amortization of prior service credit and settlement loss components of net periodic benefit cost are presented as Other non-operating expense (income) on the Consolidated Statements of Income.

Actuarial gains and losses in excess of 10 percent of the greater of the projected benefit obligation or the market-related value of plan assets are classified in AOCL, along with the related tax impact, and recognized as a component of net periodic benefit cost over the average remaining service period of a plan’s active employees for active defined benefit pension plans and over the average remaining life of a plan’s active employees for frozen defined benefit pension plans.

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Ingredion Incorporated

Notes to Consolidated Financial Statements

(dollars in millions, except per share data, unless otherwise noted)

Share-based compensation: We have 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 generally recognized in the Consolidated Statements of Income on a straight-line basis for all awards over the requisite service period. We estimate a forfeiture rate at the time of certain grants, and we update the estimate throughout the vesting of certain awards within the amount of compensation costs recognized in each period.

Earnings per common share: Basic earnings per common share (“EPS”) is computed by dividing Net income attributable to Ingredion by the weighted average number of shares outstanding. Diluted EPS is calculated using the treasury stock method, computed by dividing Net income attributable to Ingredion 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: We operate domestically and internationally, and our business and assets in each country are subject to varying degrees of risk and uncertainty. We insure our business and assets in each country against insurable risks in a manner that we deem appropriate. Because of our geographic dispersion, we believe that a loss from a non-insured event in any one country would not have a material adverse effect on our operations as a whole. Additionally, we believe there is no significant concentration of risk with any single customer or supplier whose failure or non-performance would materially affect our results. We do not consider the potential for insurance recoveries if we record accruals for estimated probable costs from events or circumstances that may be insured.

New Accounting Standards

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this update provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in this update are effective for all entities as of March 12, 2020 through December 31, 2024. We adopted ASU 2020-04 at the beginning of our 2023 fiscal year and this ASU did not have a material impact on our Consolidated Financial Statements.

In September 2022, the FASB issued ASU No. 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. The amendments require buyers to disclose information about supplier finance programs that is sufficient to allow financial statement users to understand their nature, activity during the period, changes from period to period and potential magnitude. The amendments in this update are effective for annual periods beginning after December 15, 2022, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. We adopted the updates to the standard at the beginning of our 2023 fiscal year and will adopt the amendment on rollforward information during the first quarter of 2024. These updates did not have a material impact to our Consolidated Balance Sheets. The disclosure required by the recently adopted accounting standard is reflected in Note 15. We are currently assessing the impact of the rollforward information amendment on our Consolidated Financial Statements.

In August 2023, the FASB issued ASU No. 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60). The amendments in this update require that a joint venture apply a new basis of accounting upon formation. By applying a new basis of accounting, a joint venture, upon formation, will recognize and initially measure its assets and liabilities at fair value (with exceptions to fair value measurement that are consistent with the business combinations guidance). The amendments in this ASU are effective prospectively for all joint venture formations with a formation date on or after January 1, 2025. A joint venture that was formed before January 1, 2025 may elect to apply the amendments retrospectively. We plan to adopt this ASU on a prospective basis at the beginning of our 2025 fiscal year and do not believe it will have a material impact on our Consolidated Financial Statements.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280). The amendments in this update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this ASU are effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. Entities must apply the

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Ingredion Incorporated

Notes to Consolidated Financial Statements

(dollars in millions, except per share data, unless otherwise noted)

amendments in this ASU retrospectively to all prior periods presented in the financial statements. We are currently assessing the impact of this ASU on our Consolidated Financial Statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments require public business entities on an annual basis to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Additionally, the amendment requires information pertaining to taxes paid (net of refunds received) to be disaggregated by federal, state, and foreign taxes with further disaggregation for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. The amendments in this ASU are effective for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently assessing the impact of this ASU on our Consolidated Financial Statements.

2. Acquisitions and Divestitures

Acquisition of PureCircle Non-Controlling Interests

During 2023 and 2022, Ingredion purchased shares from minority shareholders in PureCircle Limited (“PureCircle”) for $2 million and $46 million, respectively. These purchases increased our ownership percentage in PureCircle to 88 percent as of December 31, ~~2020,~~2023, from 87 percent as of December 31, 2022, and from 75 percent as of December 31, 2021.

Other Acquisitions

On December 1, 2022, we acquired a 65 percent controlling interest in Mannitab Pharma Specialties Private Limited (“Mannitab”), which is an Indian manufacturer of spray dried mannitol and fine grade mannitol, for $22 million. We agreed to acquire the ~~Company~~remaining 35 percent of Mannitab on or before March 2026. To reflect our controlling interest in Mannitab, we recorded $19 million of goodwill and $9 million of definite-lived intangible assets on our Consolidated Financial Statements when we completed the purchase accounting in 2023. Beginning at the acquisition date, our Consolidated Financial Statements reflect the effects of the acquisition and Mannitab's financial results, which we report in our Asia-Pacific reportable business segment.

On August 1, 2022, we acquired 100 percent of Amishi Drugs and Chemicals Private Limited (“Amishi”) for $7 million, which added $3 million of goodwill and intangible assets to our Consolidated Financial Statements. Amishi is an Indian manufacturer of chemically modified starch-based pharmaceutical excipients. Beginning at the acquisition date, our Consolidated Financial Statements reflect the effects of the acquisition and Amishi's financial results, which we report in our Asia-Pacific reportable business segment.

On April 1, 2021, we acquired 100 percent of KaTech, a privately held company headquartered in Germany. KaTech provides advanced texture and stabilization solutions to the food and beverage industry. To complete the closing, we made a total cash payment of $40 million, net of cash acquired, which we funded from cash on hand. The acquisition added $26 million of goodwill and intangible assets, as well as $14 million of tangible assets. Beginning at the acquisition date, our Consolidated Financial Statements reflect the effects of the acquisition and KaTech’s financial results, which we report in our Europe, Middle East and Africa (“EMEA”) reportable business segment.

Pre-tax acquisition and integration costs were insignificant in 2023, $1 million in 2022, and $5 million in 2021. The acquisitions individually and in the aggregate would not have been material to our results of operations for any periods presented.

South Korea Divestiture

On November 10, 2023, we entered into a definitive agreement to sell our business in South Korea to an affiliate of the Sajo Group, a leading food company headquartered in Seoul, South Korea, for 384.0 billion South Korean won, or approximately $294 million. We received 330.0 billion South Korean won, or $247 million net of certain transaction costs, when the transaction closed on February 1, 2024, and we will receive the remaining consideration in equal annual payments through February 2027. In the first quarter of 2024, we expect to record a gain from the imputed fair value of $283 million in consideration. Our business in South Korea generated operating profits of $30 million in 2023, $14 million in 2022 and $27 million in 2021.

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Ingredion Incorporated

Notes to Consolidated Financial Statements

(dollars in millions, except per share data, unless otherwise noted)

In connection with this divestment, we reclassified the assets and liabilities of our South Korea business, which is in our Asia-Pacific reportable business segment, as held for sale during the fourth quarter of 2023 in our Consolidated Financial Statements. The following table presents the major classes of assets and liabilities classified as held for sale for the South Korea divestment. Assets classified as held for sale are included in Prepaid expenses and assets held for sale, and liabilities held for sale are included in Accrued liabilities and liabilities held for sale on the Consolidated Balance Sheets as of December 31, 2023.


	December 31, 2023
Accounts receivable, net	38
Inventories	69
Property, plant and equipment, net	100
Other assets	4
Assets held for sale	$	211

Short-term borrowings	$	2
Accounts payable	30
Accrued liabilities	14
Non-current liabilities	5
Liabilities held for sale	$	51

3. Intangible Assets

Goodwill

The original carrying value of goodwill and accumulated impairment charges at December 31, 2023 are as follows:


	North America		South America		Asia- Pacific		EMEA		Total
Goodwill before impairment charges	$	623	$	49	$	311	$	72	$	1,055
Accumulated impairment charges	(1)		(33)		(121)		—		(155)
Balance at January 1, 2023	622		16		190		72		900
Acquisitions	—		—		19		—		19
Currency translation	—		2		(5)		2		(1)
Balance at December 31, 2023	$	622	$	18	$	204	$	74	$	918

We concluded that as of our July 1, 2023 impairment assessments, there were no impairments to goodwill.

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Ingredion Incorporated

Notes to Consolidated Financial Statements

(dollars in millions, except per share data, unless otherwise noted)

Other Intangible Assets

A summary of other intangible assets is as follows:


December 31, 2023	Gross		Accumulated Amortization		Net		Weighted Average Useful Life (years)
Trademarks/tradenames (indefinite-lived)	$	143	$	—	$	143	—
Patents	31		(9)		22		12
Customer relationships	358		(170)		188		19
Technology	111		(103)		8		9
Other	41		(17)		24		15
Total other intangible assets	$	684	$	(299)	$	385	17


December 31, 2022	Gross		Accumulated Amortization		Net		Weighted Average Useful Life (years)
Trademarks/tradenames (indefinite-lived)	$	143	$	—	$	143	—
Patents	32		(7)		25		12
Customer relationships	356		(150)		206		19
Technology	102		(101)		1		9
Other	43		(17)		26		15
Total other intangible assets	$	676	$	(275)	$	401	17

Amortization expense related to intangible assets was $26 million in 2023, $26 million in 2022, and $27 million in 2021. Based on the results of our impairment assessments, we concluded that as of July 1, 2023, there were no impairments to our indefinite-lived other intangible assets.

Estimated future amortization expense related to intangible assets is as follows:


Years ending December 31,	Estimated Future Amortization Expense
2024	$	26
2025	26
2026	26
2027	26
2028	26

4. Investments

Investments as of December 31, 2023 and 2022 are as follows:


	2023		2022
Equity investments	$	27	$	23
Equity method investments	112		113
Marketable securities	4		3
Total investments	$	143	$	139

Our investments classified as equity investments do not have readily determinable fair values. Beginning on the dates we entered into the agreements for equity method investments, our share of income from them is included within Other

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Ingredion Incorporated

Notes to Consolidated Financial Statements

(dollars in millions, except per share data, unless otherwise noted)

operating (income) expense in the Consolidated Statements of Income. Of the $11 million of Restructuring/impairment charges in the Consolidated Statements of Income we recorded in 2023, $10 million represented other-than-temporary-impairments on our Amyris joint venture and other joint ventures.

Amyris Joint Venture

On June 1, 2021, we entered into an agreement with Amyris for certain exclusive commercialization rights to Amyris’ rebaudioside M by fermentation product, the exclusive licensing of the product’s manufacturing technology, and a 31 percent ownership stake in a joint venture for the products (the “Amyris joint venture”). In exchange, we contributed $28 million of total consideration, which included $10 million of cash, as well as non-exclusive intellectual property licenses and other consideration valued at $18 million. The transaction resulted in an $8 million gain recorded in Other operating (income) expense, which included $18 million related to the non-exclusive intellectual property licenses, offset by the $10 million cash payment. Beginning June 1, 2021, we began accounting for the investment under the equity method and we recognize our share of results one quarter in arrears due to the timing of when results are available.

Argentina Joint Venture

On February 12, 2021, we entered into an agreement with an affiliate of Grupo Arcor, an Argentine food company, to establish Ingrear Holding S.A. (the “Argentina joint venture”), a joint venture that operates five manufacturing facilities in Argentina to sell value-added ingredients to customers in the food, beverage, pharmaceutical and other industries in Argentina, Chile and Uruguay. On August 2, 2021, we completed all closing conditions, pending customary antitrust review, to combine the manufacturing facilities, finalize the transaction and formally establish the Argentina joint venture, which is managed by a jointly appointed team of executives.

We exchanged certain assets and liabilities with a fair value of $71 million from our Argentina, Chile and Uruguay operations for a value of $64 million of the Argentina joint venture, as well as $7 million of other consideration, including cash, from Grupo Arcor as of August 2, 2021. This resulted in our ownership of 49 percent of the Argentine joint venture’s outstanding shares.

This transaction also resulted in a $340 million impairment charge for assets and liabilities we contributed to the Argentina joint venture, which consisted of $311 million related to the write-off of the cumulative translation losses associated with the contributed net assets and $29 million related to the final write-down of the contributed net assets to fair value. We incurred $4 million and $6 million of pre-tax acquisition and integration costs to acquire the Argentina and Amyris joint venture investments in 2022 and 2021, respectively. The 2022 charges were recorded within Financing costs on the Consolidated Statements of Income.

The Argentina joint venture is accounted for on the equity method of accounting, and we recognize our share of income or expense in Other operating (income) expense one month in arrears due to the timing of when results are available. On December 13, 2023, the new Argentine government allowed the Argentine peso to devalue from the exchange rate of approximately 366 pesos to one U.S. dollar, to 800 pesos to one U.S. dollar. Our 2023 results do not reflect the impact of this devaluation.

5. Restructuring Charges

During 2023, we recorded $1 million of pre-tax restructuring charges related to the divestiture of our South Korea business.

During 2022, we recorded $4 million of pre-tax restructuring charges, which included $3 million of costs associated with our Cost Smart selling, general and administrative expense (“SG&A”) program and $1 million of costs as part of our Cost Smart Cost of sales program.

During 2021, we recorded a total of $47 million of pre-tax restructuring charges. We recorded pre-tax net restructuring charges of $27 million as part of our Cost Smart Cost of sales program, which primarily consisted of accelerated depreciation and other costs recorded in our North America segment. We also recorded $17 million of employee-related and other costs associated with our Cost Smart SG&A program, consisting of professional services and employee-related severance costs primarily in our North America and EMEA segments.

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Ingredion Incorporated

Notes to Consolidated Financial Statements

(dollars in millions, except per share data, unless otherwise noted)

6. Derivative Instruments and Hedging Activities

We are exposed to market risk stemming from changes in commodity prices (primarily corn and natural gas), foreign currency exchange rates and interest rates. In the normal course of business, we actively manage our exposure to these market risks by entering various hedging transactions authorized under established policies that place controls on these activities. These transactions utilize exchange-traded derivatives or over-the-counter derivatives with investment grade counterparties. We use derivative financial instruments that consist of commodity-related futures, options and swap contracts, foreign currency-related forward contracts, interest rate swaps and treasury locks (“T-Locks”).

Commodity price hedging: Our principal use of derivative financial instruments is to manage commodity price risk relating to anticipated purchases of corn and natural gas that we intend to use in the manufacturing process, generally over the next 12 to 24 months. We maintain a commodity-price risk management strategy that uses derivative instruments to minimize significant, unanticipated earnings fluctuations caused by commodity-price volatility. To manage price risk related to corn purchases primarily in North America, we use corn futures and option contracts that trade on regulated commodity exchanges to lock in corn costs associated with fixed-priced customer sales contracts. We use soybean oil and soybean meal futures contracts in North America that trade on regulated commodity exchanges to hedge sales of our co-products. We also use over-the-counter natural gas swaps primarily in North America to hedge a portion of our natural gas usage. These derivative financial instruments limit the impact that volatility resulting from fluctuations in market prices will have on corn and natural gas purchases, as well as co-product sales. Our natural gas, soybean meal and the majority of our corn and soybean oil derivatives have been designated as cash flow hedging instruments. A portion of our corn and soybean oil derivatives are not designated as hedging instruments for accounting purposes.

We had outstanding futures and option contracts that hedged the forecasted purchase of approximately 95109 million and 120 million bushels of corn as of December 31, 2023 and 2022, respectively. We also had outstanding swap ~~and option~~ contracts that hedged the forecasted purchase of approximately 3328 million ~~mmbtu’s~~and 31 million mmbtus of natural ~~gas.~~

gas as of December 31, 2023 and 2022, respectively.

Foreign currency hedging: Due to ~~the its~~our global operations, including operations in many emerging markets, ~~the Company is~~we are exposed to fluctuations in foreign currency exchange rates. As a result, ~~the Company has~~we have exposure to translational foreign-exchange risk when the results of ~~its~~our foreign net assets and operations are translated to U.S. dollars and to transactional foreign-exchange risk when transactions not denominated in the functional currency are revalued. ~~The Company’s~~Our foreign-exchange risk management strategy uses derivative financial instruments such as foreign currency forward contracts, swaps and options to manage ~~its~~our transactional foreign exchange risk. ~~The Company enters~~We enter into foreign currency derivative instruments that are designated as ~~both~~ cash flow hedging instruments as well as instruments not designated as hedging instruments ~~as defined by ASC 815,~~ ~~Derivatives and Hedging~~,for accounting purposes in order to mitigate transactional foreign-exchange risk. ~~Gains and losses from derivative financial instruments not designated as hedging instruments are marked to market in earnings during each accounting period.~~

~~The Company hedges~~

We hedge certain assets using foreign currency derivatives not designated as hedging instruments, which had a notional value of ~~$410~~$694 million and ~~$621~~$405 million as of December 31, ~~2020~~2023 and ~~December 31, 2019,~~2022, respectively. ~~The Company~~We also ~~hedges~~hedge certain liabilities using foreign currency derivatives not designated as hedging instruments, which had a notional value of ~~$224~~$182 million and ~~$356~~$239 million as of December 31, ~~2020~~2023 and ~~2019,~~2022, respectively.

~~The Company hedges~~

We hedge certain assets using foreign currency cash flow hedging instruments, which had a notional value of ~~$401~~$449 million and ~~$374~~$668 million as of December 31, ~~2020~~2023 and ~~December 31, 2019,~~2022, respectively. ~~The Company~~We also ~~hedges~~hedge certain liability positions using foreign currency cash flow hedging instruments, which had a notional value of ~~$542~~$621 million and ~~$541~~$840 million as of December 31, ~~2020~~2023 and ~~2019,~~2022, respectively.

Interest rate hedging: ~~The Company assesses its~~We assess our exposure to variability in interest rates by identifying and monitoring changes in interest rates that may adversely impact future cash flows and the fair value of existing debt instruments and by evaluating hedging opportunities. ~~The Company’s~~Our risk management strategy is to monitor interest rate risk attributable to ~~both the Company’s~~our outstanding and forecasted debt obligations as well as ~~the Company’s~~our offsetting hedge positions. Derivative financial instruments that we have ~~been~~ used ~~by the Company~~ to manage ~~its~~our interest rate risk consist of interest rate swaps and T-Locks.

~~The Company~~

We periodically ~~enters~~enter into ~~interest rate swaps~~T-Locks to hedge ~~its~~our exposure to interest rate changes. The changes in fair value of interest rate swaps designated as hedging instruments that effectively offset the variability in the fair value of outstanding debt obligations are reported in earnings. These amounts offset the gains or losses (the changes in fair value) of the hedged debt instruments that are attributable to changes in interest rates (the hedged risk), which are also recognized in earnings. As of December 31, 2020, the Company did notWe have any outstanding interest rate swaps. As of December 31, 2019, the Company had an outstanding interest rate swap agreement that converted the interest rates on $200 million of its $400 million 4.625% senior notes due November 1, 2020, to variable rates. The Company redeemed these notes in July 2020 and settled the outstanding interest rate swap.

~~Table of Contents~~

The Company periodically enters into T-Locks to hedge its exposure to interest rate changes. The T-Locks are designated as hedges of the variability in cash flows associated with future interest payments caused by market fluctuations in the benchmark interest rate until the fixed interest rate is established, and are accounted for as cash flow hedges. Accordingly, changes in the fair value of the T-Locks are recorded to AOCI until the consummation of the underlying debt offering, at which time any realized gain (loss) is amortized to earnings over the life of the debt. During the year ended December 31, 2020, the Company entered into and settled T-Locks associated with the issuance of our senior ~~notes.~~notes due in 2030 and 2050. The realized loss upon settlement of ~~the~~these T-Locks was recorded in ~~AOCI~~AOCL and is amortized into earnings over the ~~life~~term of the senior notes. ~~The Company~~We did not have ~~outstanding~~open T-Locks as of December 31, ~~2019~~2023 and ~~December 31, 2020.~~

2022.

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Ingredion Incorporated

Notes to Consolidated Financial Statements

(dollars in millions, except per share data, unless otherwise noted)

The derivative instruments designated as cash flow hedges included in ~~AOCI~~AOCL as of December 31, ~~2020~~2023 and ~~2019~~2022, are ~~reflected below:~~

Derivatives in Cash Flow Hedging Relationships

Amount of Gains
(Losses) included in AOCI
as of December 31,

(in millions)

2020

2019

Commodity contracts, net of income tax effect of $16 and $5, respectively

$
47

$
(11)

Foreign currency contracts, net of income tax effect of $— and $1, respectively

(1)

3

Interest rate contracts, net of income tax effect of $1 and $ —, respectively

(4)

(1)

Total

$
42

$
(9)

~~The fair value and balance sheet location of the Company’s derivative instruments, presented gross in the Consolidated Balance Sheets, are reflected below:~~

Fair Value of Hedging Instruments as of December 31, 2020

Designated Hedging Instruments (in millions)

Non-Designated Hedging Instruments (in millions)

Balance Sheet Location

Commodity Contracts

Foreign Currency Contracts

Interest Rate Contracts

Total

Commodity Contracts

Foreign Currency Contracts

Interest Rate Contracts

Total

Accounts receivable, net

$
50

$
7

$
—

$
57

$
3

$
4

$
—

$
7

Other assets

4

—

—

4

—

1

—

1

Assets

54

7

—

61

3

5

—

8

Accounts payable and accrued liabilities

4

12

—

16

1

8

—

9

Non-current liabilities

2

—

—

2

—

2

—

2

Liabilities

6

12

—

18

1

10

—

11

Net (Liabilities)/Assets

$
48

$
(5)

$
—

$
43

$
2

$
(5)

$
—

$
(3)

Fair Value of Hedging Instruments as of December 31, 2019

Designated Hedging Instruments (in millions)

Non-Designated Hedging Instruments (in millions)

Balance Sheet Location

Commodity Contracts

Foreign Currency Contracts

Interest Rate Contracts

Total

Commodity Contracts

Foreign Currency Contracts

Interest Rate Contracts

Total

Accounts receivable, net

$
5

$
7

$
—

$
12

$
2

$
4

$
—

$
6

Other assets

1

3

1

5

—

1

—

1

Assets

6

10

1

17

2

5

—

7

Accounts payable and accrued liabilities

13

4

—

17

1

8

—

9

Non-current liabilities

4

4

—

8

—

2

—

2

Liabilities

17

8

—

25

1

10

—

11

Net (Liabilities)/Assets

$
(11)

$
2

$
1

$
(8)

$
1

$
(5)

$
—

$
(4)

as follows:


Derivatives in Cash Flow Hedging Relationships	Gains (Losses) included in AOCL as of December 31,
	2023		2022
Commodity contracts, net of income tax effect of $17 and $3, respectively	$	(46)	$	8
Foreign currency contracts, net of income tax effect of $ 1 and $—, respectively	—		1
Interest rate contracts, net of income tax effect of $1	(2)		(3)
Total	$	(48)	$	6

~~Table of Contents~~

~~Additional information pertaining to the Company’s fair value hedges is presented below:~~

Line item in the statement of financial position in which the hedged item is included (in millions)

Carrying Amount of the Hedged Assets/(Liabilities)

Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of Hedged Assets/(Liabilities)

Balance sheet date as of

December 31, 2020

December 31, 2019

December 31, 2020

December 31, 2019

Interest Rate Contracts:

Long-Term Debt

$
—

$
(201)

$
—

$
(1)

~~Additional information relating to the Company’s derivative instruments is presented below:~~

Derivatives in Cash Flow Hedging Relationships

Gains (Losses) Recognized in OCI on Derivatives

Income Statement

Gains (Losses)
Reclassified from AOCI into Income

(in millions)

Year Ended December 31,

Location

Year Ended December 31,

2020

2019

2018

2020

2019

2018

Commodity contracts

$
17

$
(24)

$
8

Cost of sales

$
(62)

$
(12)

$
(6)

Foreign currency contracts

(7)

5

—

Net sales/cost of sales

(2)

—

1

Interest rate contracts

(5)

—

—

Financing costs, net

(1)

(2)

(1)

Total

$
5

$
(19)

$
8

$
(65)

$
(14)

$
(6)

Derivatives in Fair Value Hedging Relationships
Income Statement Location of Derivatives Designated as
Gains (Losses) Recognized in Income

Income Statement Location

Gains (Losses) Recognized in Income

(in millions)
Hedging Instruments
Year Ended December 31,

of Hedged Items

Year Ended December 31,

2020

2019

2018

2020

2019

2018

Interest rate contracts
Financing costs, net
$
(1)

$
2

$
(2)

Financing costs, net

$
1

$
(2)

$
2

As of December 31, ~~2020, AOCI~~2023, AOCL included ~~$44~~$46 million of net ~~gains~~losses (net of income taxes of ~~$15~~$16 million) on commodities-related derivative instruments, T-Locks and foreign currency hedges ~~and commodities-related derivative instruments~~ designated as cash flow hedges that are expected to be reclassified into earnings during the next 12twelve months.

The fair value and balance sheet location of our derivative instruments, presented gross in the Consolidated Balance Sheets, are as follows:


	Fair Value of Hedging Instruments as of December 31, 2023
	Designated Hedging Instruments						Non-Designated Hedging Instruments
Balance Sheet Location	Commodity Contracts		Foreign Currency Contracts		Total		Commodity Contracts		Foreign Currency Contracts		Total
Accounts receivable, net	$	6	$	11	$	17	$	—	$	5	$	5
Other assets	—		4		4		—		—		—
Assets	6		15		21		—		5		5
Accounts payable and accrued liabilities	44		14		58		2		12		14
Non-current liabilities	2		2		4		—		—		—
Liabilities	46		16		62		2		12		14
Net Assets/(Liabilities)	$	(40)	$	(1)	$	(41)	$	(2)	$	(7)	$	(9)


	Fair Value of Hedging Instruments as of December 31, 2022
	Designated Hedging Instruments						Non-Designated Hedging Instruments
Balance Sheet Location	Commodity Contracts		Foreign Currency Contracts		Total		Commodity Contracts		Foreign Currency Contracts		Total
Accounts receivable, net	$	28	$	20	$	48	$	—	$	5	$	5
Other assets	1		6		7		—		—		—
Assets	29		26		55		—		5		5
Accounts payable and accrued liabilities	22		23		45		1		6		7
Non-current liabilities	3		9		12		—		—		—
Liabilities	25		32		57		1		6		7
Net Assets/(Liabilities)	$	4	$	(6)	$	(2)	$	(1)	$	(1)	$	(2)

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Ingredion Incorporated

Notes to Consolidated Financial Statements

(dollars in millions, except per share data, unless otherwise noted)

Additional information relating to our derivative instruments are as follows:

Derivatives in Cash Flow Hedging Relationships Gains (Losses)
Recognized in OCL on Derivatives Income Statement
Location Gains (Losses)
Reclassified from AOCL into Income
2023 2022 2021 2023 2022 2021
Commodity contracts $ (161) $ 202 $ 218 Cost of sales $ (87) $ 261 $ 211
Foreign currency contracts 10 8 — Net sales/Cost of sales 10 7 (1)
Interest rate contracts — — — Financing costs (1) — (1)
Total $ (151) $ 210 $ 218 $ (78) $ 268 $ 209

7. Fair Value Measurements~~: Presented below~~

We measure certain assets and liabilities at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, we use various valuation approaches. The hierarchy of those valuation approaches is in three levels based on the reliability of inputs. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair ~~values~~value measurement. Below is a summary of the ~~Company’s financial instruments and derivatives as~~hierarchy levels:

•Level 1 inputs consist of quoted prices (unadjusted) in active markets for identical assets or liabilities.

•Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly for substantially the full term of the ~~dates presented:~~

financial instrument. Level 2 inputs are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability or can be derived principally from or corroborated by observable market data.

•

As of December 31, 2020

As of December 31, 2019

(in millions)

Total

Level 1 (a)

Level 2 (b)

Level 3 (c)

Total

Level 1 (a)

Level 2 (b)

Level 3 (c)

Available for sale securities

$
11

$
11

$
—

$
—

$
13

$
13

$
—

$
—

Derivative assets

69

53

16

—

24

7

17

—

Derivative liabilities

29

3

26

—

36

5

31

—

Long-term debt

1,751

—

1,751

—

1,751

—

1,751

—

Level 3 inputs are unobservable inputs for the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

Assets and liabilities measured at fair value on a recurring basis are presented below:


	As of December 31, 2023								As of December 31, 2022
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Marketable securities	$	4	$	4	$	—	$	—	$	3	$	3	$	—	$	—
Derivative assets	26		26		—		—		60		49		11		—
Derivative liabilities	76		43		33		—		64		51		13		—
Long-term debt	1,591		—		1,591		—		1,733		—		1,733		—

The carrying values of cash equivalents, short-term investments, accounts receivable, accounts payable and short-term borrowings approximate fair values. Commodity futures, options and swap contracts are recognized at fair value. Foreign currency forward contracts, swaps and options are also recognized at fair value. The fair value of ~~the Company’s~~our Long-term debt is estimated based on quotations of major securities dealers who are market makers in the securities. ~~As of December 31, 2020,~~See Note 11 for information on the ~~carrying value and~~ fair value of ~~the Company’s Long-term debt was approximately $1.8 billion.~~

pension plan assets.

Table of Contents

~~NOTE 7 –~~Ingredion Incorporated

Notes to Consolidated Financial Statements

(dollars in millions, except per share data, unless otherwise noted)

8. Financing Arrangements

~~The Company~~

We had total debt outstanding of approximately $2.2 billion and ~~approximately $1.8~~$2.5 billion at December 31, ~~2020~~2023 and ~~2019,~~2022, respectively. As of December 31, 2023, our Short-term borrowings ~~at December 31, 2020 and 2019 consist~~consisted primarily of ~~the term loan credit agreement that matures in April 2021~~commercial paper borrowings and amounts outstanding under various unsecured local country operating lines of credit.

~~During~~ In 2023, we paid the ~~year ended December 31, 2020, the Company sold its (i) 2.900% senior notes due 2030 in the~~outstanding principal amount of $600 million (the “2030 Notes”) and (ii) 3.900% senior notes due 2050 in the principal amount of $400 million (the “2050 Notes” and, together with the “2030 Notes,” the “Notes”). The Company recorded the aggregate discount of approximately $7 million at which the Notes were issued and capitalized debt issuance costs of approximately $9 million associated with the Notes.

~~The Company applied the net proceeds from the sale of the Notes to pay~~ in full ~~the outstanding balance of $394 million~~and without penalty under the revolving credit facility described below (the “Revolving Credit Facility”) and set aside funds to repay its 4.625% senior notes due November 1, 2020 (the “November 2020 Notes”). On June 8, 2020, the Company issued a notice for the redemption in full of all $400 million principal amount of the November 2020 Notes. The November 2020 Notes were redeemed on July 9, 2020 for a total redemption price of $409 million, including $4 million of accrued interest and a $5 million “make-whole” premium as set forth in the indenture governing the November 2020 Notes.

~~During the year ended December 31, 2020, the Company used proceeds from the Revolving Credit Facility to repay $200 million of its 5.62% senior notes due March 25, 2020.~~

On April 12, 2019, the Company amended and restated the Term Loan Credit Agreement for a $165 million senior unsecured term loan credit facility that was set to mature on April 25, 2019 (“Term Loan”) to establish a ~~24-month~~ senior unsecured term loan credit facility in an amount up to $500 million that matures on April 12, 2021. The Company used the $500 million of borrowings under the new facility to pay down amounts outstanding under the Revolving Credit Facility and to pay off the Term Loan balance. The balance of the amended and restatedour term loan credit agreement that was due on December 16, 2024.

In 2021, we established a commercial paper program under which we may issue senior unsecured notes of short maturities up to a maximum aggregate principal amount of $1.0 billion outstanding at any time. The notes may be sold from time to time on customary terms in the U.S. commercial paper market. We use the note proceeds for general corporate purposes. From the ~~new facility (“Amended Term Loan Credit Agreement”) was $380 million as~~inception of the program until December 31, ~~2020.~~

~~All borrowings under~~2021, the ~~Amended Term Loan Credit Agreement bear~~average amount of commercial paper outstanding was $670 million with an average interest atrate of 0.27 percent and a ~~variable annual~~weighted average maturity of 48 days. During 2022, the average amount of commercial paper outstanding was $522 million with an average interest rate ~~based on the specified London Interbank Offered Rate (“LIBOR”) or~~of 1.97 percent and a base rate, at the Company’s election, subject to the terms and conditions thereof, plus, in each case, an applicable margin. The Company is required to pay a fee on the unused availability under the Amended Term Loan Credit Agreement. The Amended Term Loan Credit Agreement contains customary representations, warranties, covenants and eventsweighted average maturity of default, including covenants restricting the incurrence of liens, the incurrence of indebtedness by the Company’s subsidiaries and certain fundamental changes involving the Company and its subsidiaries, subject to certain exceptions in each case. The Company must also maintain a specified consolidated leverage ratio and consolidated interest coverage ratio.16 days. As of December 31, ~~2020,~~2022, $390 million of commercial paper was outstanding with an average interest rate of 4.75 percent and a weighted average maturity of 7 days. During 2023, the ~~Company~~average amount of commercial paper outstanding was ~~in compliance~~$397 million with ~~these financial covenants. The occurrence~~an average interest rate of ~~an event~~5.30 percent and a weighted average maturity of ~~default under the Amended Term Loan Credit Agreement could result in all loans and other obligations being declared due and payable and the term loan credit facility being terminated.~~

~~On October~~ 11 2016, the Company entered into a new five-year, senior, unsecured $1 billion revolving credit agreement (the “Revolving Credit Agreement”) to establish the Revolving Credit Facility, which replaced its previously existing $1 billion senior unsecured revolving credit facility. All committed pro rata borrowings under the Revolving Credit Facility bear interest at a variable annual rate based on LIBOR or a base rate, at the Company’s election, subject to the terms and conditions thereof, plus, in each case, an applicable margin based on the Company’s leverage ratio (as reported in the financial statements delivered pursuant to the Revolving Credit Agreement) or the Company’s credit rating. Subject to specified conditions, the Company may designate one or more of its subsidiaries as additional borrowers under the Revolving Credit Agreement provided that the Company guarantees all borrowings and other obligations of any such subsidiaries thereunder.

The Revolving Credit Agreement contains customary representations, warranties, covenants, events of default, terms and conditions, including covenants restricting on liens, subsidiary debt and mergers, subject to certain exceptions in each case. The Company must also comply with a leverage ratio covenant and an interest coverage ratio covenant.days. As of December 31, ~~2020, the Company~~2023, $327 million of commercial paper was ~~in compliance~~outstanding with ~~these financial covenants.~~an average interest rate of 5.50 percent and a weighted average maturity of 11 days. The ~~occurrence~~amount of an event of default under the Revolving Credit Agreement could result in all loans and other obligations under the agreement being declared due and payable and the Revolving Credit Facility being terminated.

~~Table of Contents~~

~~As of December 31, 2020, there were 0 borrowings~~commercial paper outstanding under ~~the Revolving Credit Agreement. The Revolving Credit Agreement expires on October 10, 2021. In addition~~this program in 2024 is expected to ~~borrowing availability under its Revolving Credit Agreement, the Company has approximately $1.2 billion of unused operating lines of credit in the various foreign countries in which it operates.~~

fluctuate.

Presented below are ~~the Company’s~~our debt carrying amounts, net of related discounts, premiums and debt issuance costs and fair values as of December 31, ~~2020~~2023 and ~~2019:~~

December 31, 2020

December 31, 2019

Carrying

Fair

Carrying

Fair

(in millions)

Amount

Value

Amount

Value

2.900% senior notes due June 1, 2030

$
594

$
596

$
—

$
—

3.200% senior notes due October 1, 2026

497

500

497

491

3.900% senior notes due June 1, 2050

390

395

—

—

4.625% senior notes due November 1, 2020

—

—

400

399

6.625% senior notes due April 15, 2037

253

246

253

246

5.620% senior notes due March 25, 2020

—

—

200

200

Term loan credit agreement due April 12, 2021

—

—

405

405

Other long-term borrowings

14

14

—

—

Revolving credit facility

—

—

10

10

Fair value adjustment related to hedged fixed rate debt instrument

—

—

1

—

Total long-term debt

1,748

1,751

1,766

1,751

Term loan credit agreement due April 12, 2021

380

380

—

—

Other short-term borrowings

58

58

82

82

Total short-term borrowings

438

438

82

82

Total debt

$
2,186

$
2,189

$
1,848

$
1,833

~~The Company’s long-term debt matures as follows: $500 million in 2026, $600 million in 2030, $250 million in 2037, and $400 million in 2050.~~

~~The Company guarantees~~2022:


	2023				2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
2.900% senior notes due June 1, 2030	$	596	$	536	$	595	$	510
3.200% senior notes due October 1, 2026	499		479		498		470
3.900% senior notes due June 1, 2050	391		300		390		293
6.625% senior notes due April 15, 2037	253		275		253		256
Term loan credit agreement due December 16, 2024	—		—		200		200
Revolving credit agreement	—		—		—		—
Other long-term borrowings	1		1		4		4
Total long-term debt	1,740		1,591		1,940		1,733
Commercial paper	327		327		390		390
Other short-term borrowings	121		121		153		153
Total short-term borrowings	448		448		543		543
Total debt	$	2,188	$	2,039	$	2,483	$	2,276

We guarantee certain obligations of ~~its~~our consolidated ~~subsidiaries. The amount of the obligations guaranteed~~subsidiaries, which aggregated ~~$58~~to $49 million and ~~$57~~$63 million at December 31, ~~2020~~2023 and ~~2019,~~2022, respectively.

~~NOTE 8 –~~

9. Leases

The Company determines if an arrangement is a lease at inception of the agreement. Operating leases are included in operating lease assets, and current and non-current operating lease liabilities in the Company’s Consolidated Balance Sheets. Lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Lease assets and liabilities are recognized at commencement date based on the present valuecomponents of lease ~~payments over the lease term. As most~~expense are as follows:


	2023		2022		2021
Operating lease expense	$	63	$	59	$	58
Variable operating lease expense	26		27		26
Short term lease expense	3		3		4
Lease expense	$	92	$	89	$	88

Table of ~~the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date~~Contents

Ingredion Incorporated

Notes to Consolidated Financial Statements

(dollars in determining the present value of lease payments. The operating lease asset value includes in its calculation any prepaid lease payments made and any lease incentives received from the arrangement as a reduction of the asset. The Company’s lease terms may include options to extend or terminate the lease, and the impact of these options are included in the lease liability and lease asset calculations when the exercise of the option is at the Company’s sole discretion and it is reasonably certain that the Company will exercise that option. The Company will not separate lease and non-lease components for its leases when it is impracticable to separate the two, such as leases with variable payment arrangements. Leases with an initial term of 12 months or less are not recorded on the balance sheet.

~~The Company has~~millions, except per share data, unless otherwise noted)

We have operating leases for certain rail cars, office ~~space,~~spaces, warehouses and machinery and equipment. The commencement date used for the calculation of the lease obligations recorded is the latter of the commencement date of the new standard (January 1, 2019) or the lease start date. Certain of the leasesWe currently have options to extend the life of the lease, which are included in the liability calculation when the option is at the sole discretion of the Company and it is reasonably certain that the Company will exercise the option. The Company has certain leases that have variable payments based solely on output or usage of the leased asset. These variable operating lease assets are excluded from the Company’s balance sheet presentation and expensed as incurred. The Company currently has 0no finance leases.

~~Table of Contents~~

~~Lease expense for lease payments is recognized on a straight-line basis over the lease term. The components of lease expense were as follows:~~

Lease Cost

Year Ended December 31,

Year Ended December 31,

(in millions)

2020

2019

Operating lease cost

$
58

$
55

Variable operating lease cost

29

24

Short term lease cost

4

3

Lease cost

$
91

$
82

The following is a reconciliation of future undiscounted cash flows to the operating lease liabilities and the related operating lease assets as presented within Other non-current liabilities and Other assets, respectively, on ~~the Company’s~~our Consolidated Balance ~~Sheet~~Sheets as of December 31, ~~2020.~~

Operating Leases

As of

(in millions)

December 31, 2020

2021

$
51

2022

43

2023

33

2024

23

2025

15

Thereafter

37

Total future lease payments

202

Less imputed interest

20

Present value of future lease payments

182

Less current lease liabilities

46

Non-current operating lease liabilities

$
136

Operating lease assets

$
173

~~Additional~~2023:


2024	$	63
2025	52
2026	45
2027	29
2028	14
Thereafter	31
Total future lease payments	234
Less imputed interest	21
Present value of future lease payments	213
Less current lease liabilities	56
Non-current operating lease liabilities	$	157
Operating lease assets	$	208

Supplemental cash flow information ~~related to the Company’s operating leases~~arising from lease transactions is listed below. As part of the adoption of the new lease accounting standard, right-of-use assets obtained in exchange for lease liabilities resulted in the initial recognition of $161 million operating lease assets during the year ended December 31, 2019. The standard adoption also resulted in the initial recognition of $170 million of total operating lease liabilities during the year ended December 31, 2019.

Other Information

Year Ended December 31,

Year Ended December 31,

($ in millions)

2020

2019

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

$
60

$
55

Right-of-use assets obtained in exchange for lease liabilities:

Operating leases

$
76

$
212

As of

As of

December 31, 2020

December 31, 2019

Weighted average remaining lease term:

Operating leases

5.5 years

5.5 years

Weighted average discount rate:

Operating leases

4.9
%

5.7
%

as follows:


	Year Ended December 31,
	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	64	$	60
Right-of-use assets obtained in exchange for lease liabilities:
Operating leases	$	72	$	52


	Year Ended December 31,
Lease term and discount rate	2023		2022
Weighted average remaining lease term	5.3 years		5.9 years
Weighted average discount rate	4.6	%	4.4	%

Table of Contents

~~NOTE 9 –~~Ingredion Incorporated

Notes to Consolidated Financial Statements

(dollars in millions, except per share data, unless otherwise noted)

10. Income Taxes

The components of income before income taxes and the provision for income taxes for the years indicated are ~~shown~~presented below:


	2023		2022		2021
Income before income taxes:
U.S.	$	244	$	111	$	39
Foreign	595		557		209
Total income before income taxes	839		668		248
Provision for income taxes:
Current tax expense:
U.S. federal	6		8		2
State and local	5		2		2
Foreign	183		159		180
Total current tax expense	194		169		184
Deferred tax expense (benefit):
U.S. federal	—		5		(57)
State and local	1		(1)		(2)
Foreign	(7)		(7)		(2)
Total deferred tax (benefit)	(6)		(3)		(61)
Total provision for income taxes	$	188	$	166	$	123

Table of Contents

Year Ended December 31,

(in millions)

2020

2019

2018

Income (loss) before income taxes:

U.S.

$
(15)

$
74

$
121

Foreign

521

508

500

Total income before income taxes

506

582

621

Provision for income taxes:

Current tax expense:

U.S. federal

1

6

17

State and local

2

2

1

Foreign

156

147

172

Total current tax expense

159

155

190

Deferred tax expense (benefit):

U.S. federal

(18)

(8)

(14)

State and local

(1)

—

(2)

Foreign

12

11

(7)

Total deferred tax expense (benefit)

(7)

3

(23)

Total provision for income taxes

$
152

$
158

$
167

Ingredion Incorporated

Notes to Consolidated Financial Statements

(dollars in millions, except per share data, unless otherwise noted)

Deferred income taxes are provided for the tax effects of temporary differences between the financial reporting basis and tax basis of assets and liabilities. Significant temporary differences as of December 31, ~~2020~~2023 and ~~2019~~2022, are summarized as follows:

As of December 31,

(in millions)

2020

2019

Deferred tax assets attributable to:

Employee benefit accruals

$
20

$
23

Pensions and postretirement plans

21

22

Lease liabilities

44

39

Derivative contracts

—

2

Other

60

46

Net operating loss carryforwards

32

24

Foreign tax credit carryforwards

5

1

Total deferred tax assets

182

157

Valuation allowances

(30)

(29)

Total deferred tax assets (net of valuation allowance)

152

128

Deferred tax liabilities attributable to:

Property, plant and equipment

173

175

Identified intangibles

46

41

Right-of-use lease assets

42

37

Foreign withholding and state taxes on unremitted earnings

31

32

Goodwill

20

17

Brazilian indirect tax credits

18

8

Derivative contracts

16

—

Total deferred tax liabilities

346

310

Net deferred tax liabilities

$
194

$
182


	2023		2022
Deferred tax assets attributable to:
Employee benefit accruals	$	32	$	30
Pensions and postretirement plans	16		14
Lease liabilities	54		49
Bad debt	5		6
Inventory reserve	16		22
Net operating loss carryforwards	58		59
Tax credit carryforwards	5		5
Derivative contracts	16		—
Uniform capitalization	12		9
Other	35		33
Total deferred tax assets	249		227
Valuation allowances	(46)		(51)
Net deferred tax assets	203		176
Deferred tax liabilities attributable to:
Property, plant and equipment	184		175
Identified intangibles	33		48
Right-of-use lease assets	51		46
Foreign withholding and state taxes on unremitted earnings	1		1
Goodwill	35		31
Brazilian indirect tax credits	—		4
Derivative contracts	—		3
Total deferred tax liabilities	304		308
Net deferred tax liabilities	$	101	$	132

~~Table of Contents~~

Of the ~~$32~~$58 million of tax-effected net operating loss carryforwards as of December 31, ~~2020, approximately $12~~2023, $42 million are for foreign loss carryforwards, $14 million for state loss carryforwards, and ~~approximately $20~~$2 million ~~are~~ for ~~foreign~~U.S. federal loss carryforwards. Of the $42 million of foreign loss carryforwards, $24 million are related to Canada, $5 million to Australia, $4 million to Brazil, $3 million to Argentina, and $3 million to Malaysia with carryforward periods of ~~tax-effected net operating loss carryforwards as of December 31, 2019, approximately $9 million are for~~20 years, indefinite, indefinite, 5 years and 10 years, respectively. U.S. federal and state loss carryforwards ~~and approximately $15 million are for foreign loss carryforwards. Income tax accounting requires that a~~have various expiration periods beginning in 2025.

A valuation allowance beis established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. ~~In making this assessment, management considers the level of~~Prior to establishing a valuation allowance, we consider historical taxable income, scheduled reversal of deferred tax liabilities, tax planning strategies, tax carryovers and projected future taxable income. As of December 31, ~~2020, the Company~~2023, we maintained valuation allowances of ~~$12~~$46 million, consisting of $23 million primarily related to foreign loss carryforwards, $14 million for state loss carryforwards, $4$6 million for state credits and carryforwards, $2 million for U.S. federal loss carryforwards and $1 million for ~~state Internal Revenue Code section 163(j) limitations, $5 million for~~certain foreign tax credits, ~~and $6 million for foreign loss carryforwards,~~ all of which ~~management has~~we have determined will more likely than not expire prior to realization. As of December 31, 2019, the Company maintained valuation allowances of $9 million for state loss carryforwards, $4 million for state credits, $1 million for state Internal Revenue Code section 163(j) limitations, $1 million for foreign tax credits and $13 million for foreign loss carryforwards all of which management has determined will more likely than not expire prior to realization. In addition, the Company maintains valuation allowances on foreign subsidiaries’ net deferred tax assets of $2 million and $1 million, for the years ended December 31, 2020 and 2019, respectively.

Net operating loss carryforwards disclosed in the financial statements differ from the as-filed tax returns due to an unrecognized tax benefit. Foreign net operating loss carryforwards and valuation allowances would increase ~~$19~~$10 million absent the unrecognized tax benefit.

Table of Contents

Ingredion Incorporated

Notes to Consolidated Financial Statements

(dollars in millions, except per share data, unless otherwise noted)

A reconciliation of the U.S. federal statutory tax rate to ~~the Company’s~~our effective tax rate follows:

Year Ended December 31,


2020

2019

2018

Provision for tax at U.S. statutory rate

21.0
%
21.0
%
21.0
%
Tax rate difference on foreign income

7.9

5.8

5.2

Net impact of tax benefit of intercompany financings

(0.8)

(1.2)

(0.8)

Net impact of global intangible low-taxed income (“GILTI”)

(1.0)

1.2

1.0

Net impact of U.S. foreign tax credits

1.6

1.0

0.5

Net impact of valuation allowance in Argentina

(0.6)

0.3

1.0

Other items, net

1.9

(1.0)

(1.0)

Provision at effective tax rate

30.0
%
27.1
%
26.9
%


	2023		2022		2021
Provision for tax at U.S. statutory rate	21.0	%	21.0	%	21.0	%
Tax rate difference on foreign income	6.1		7.2		13.3
Foreign currency foreign exchange	(1.8)		(0.3)		3.2
Inflation adjustments	(0.5)		(0.6)		(4.0)
Tax benefit of intercompany financing	(0.4)		(0.4)		(1.6)
U.S. international tax implications	1.0		2.2		0.8
Valuation allowance in Argentina	—		—		(0.4)
Favorable judgment on the treatment of credits and interest on indirect taxes	(0.2)		(0.3)		(4.8)
Unremitted earnings	—		—		(12.1)
Impairment charge related to Argentina joint venture	—		—		35.5
Foreign-derived intangible income (FDII)	(1.5)		(1.0)		—
Brazil exclusion of certain tax incentives	(1.2)		(4.0)		—
Other items, net	(0.1)		1.1		(1.3)
Provision at effective tax rate	22.4	%	24.9	%	49.6	%

The ~~Company has significant operations in Mexico, Pakistan and Colombia where the 2020~~2023 statutory tax rates ~~are~~(including surcharges and local jurisdictional taxes when applicable) were 30 percent 29in Mexico, 32 percent in Germany, 35 percent in Colombia, 39 percent in Pakistan, and 3326 percent ~~(including local trade taxes), respectively.~~in Canada, where we have significant operations. In addition, ~~the Company's~~our subsidiary in Brazil has a statutory tax rate of 34 percent before the application of local incentives that vary each year.

During 2023, the IRS released Notice 2023-55, to address the final foreign tax credit regulations issued in 2022. The ~~Company made an accounting election~~notice was effective in 2023 and provided retroactive relief to ~~treat~~fiscal 2022. This increased our ability to claim certain foreign tax credits against U.S. taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method”) During the year ended December 31, 2020, the Company made a GILTI high-tax exclusion election with respect to fiscal years 2022 and 2023.

Additionally, during 2023, the ~~years ended December 31, 2020~~Brazilian Government published Law 14.596/23, which established a transfer pricing framework in Brazil that is aligned with the Organization for Economic Co-operation and ~~2019. As~~Development (“OECD”) guidelines. The law was effective January 1, 2024, but our subsidiary in Brazil elected to early adopt the law as of January 1, 2023, which provided a ~~result, the company recorded a tax benefit~~favorable country earnings mix and related increase in ~~the amount of $5 million, or 1.0 percentage points on the effective tax rate.~~

During the year ended December 31, 2020, the Company utilized previously unbenefited net operating losses in Argentina and recorded a benefit of $3 million, or 0.6 percentage points on the effective rate. The Company recorded valuation allowances in the amount of $2 million, or 0.3 percentage points on the effective tax rate, and $6 million, or 1.0 percentage points on the effective tax rate for the years ended December 31, 2019 and 2018, respectively.

our foreign-derived intangible income.

As of December 31, ~~2017, for U.S. tax purposes, all of the undistributed earnings and profits of the Company’s foreign subsidiaries were deemed to be repatriated and subjected to~~2023, we had a ~~transition tax. As of December 31, 2020, the remaining balance was a $31~~$1 million ~~liability~~accrual for foreign withholding ~~and state income taxes~~ on certain unremitted earnings from foreign subsidiaries. No foreign withholding taxes, federal and state taxes onor foreign currency ~~gains/~~gains or losses have been provided on distributions of approximately ~~$2.2~~$2.7 billion of unremitted earnings of ~~the Company’s~~our foreign subsidiaries, as such amounts are considered permanently reinvested. It is not practicable to estimate the additional income taxes, including applicable foreign withholding taxes that would be due upon the repatriation of these earnings.

~~Table of Contents~~

A reconciliation of the beginning and ending amounts of unrecognized tax benefits, excluding interest and penalties, for ~~2020~~2023 and ~~2019~~2022 is as follows:


	2023		2022
Balance at January 1	$	30	$	29
Additions for tax positions related to prior years	1		5
Reductions for tax positions related to prior years	(1)		(1)
Additions based on tax positions related to the current year	1		1
Reductions related to a lapse in the statute of limitations	—		(4)
Balance at December 31	$	31	$	30

Table of Contents

Year Ended December 31,

(in millions)

2020

2019

Balance at January 1

$
22

$
30

Additions for tax positions related to prior years

33

—

Reductions related to a lapse in the statute of limitations

(9)

(8)

Balance at December 31

$
46

$
22

Ingredion Incorporated

Notes to Consolidated Financial Statements

(dollars in millions, except per share data, unless otherwise noted)

Of the ~~$46~~$31 million of unrecognized tax benefits as of December 31, ~~2020, $36~~2023, $20 million represents the amount that, if recognized, could affect the effective tax rate in future periods. The remaining $11 million includes $10 million ~~includes an offset~~ of ~~$9 million for an income tax receivable~~net operating loss carryforwards that would have otherwise had a valuation allowance and $1 million of U.S. federal ~~benefit created as part of a U.S.-Canada tax settlement.~~

~~The Company accounts~~benefits.

We account for interest and penalties related to income tax matters within the provision for income taxes. ~~The Company has~~We have accrued $4$5 million of interest expense and penalties related to ~~the~~ unrecognized tax benefits as of December 31, ~~2020. The accrued interest expense was $2 million as of December 31, 2019.~~

~~The Company is~~2023.

We are subject to U.S. federal income tax as well as income tax in multiple states and non-U.S. jurisdictions. The U.S. federal tax returns are subject to audit for the years ~~2016~~2020 through ~~2019.~~2023. In general, ~~the Company’s~~our foreign subsidiaries remain subject to audit for years ~~2010~~2013 and later.

It is reasonably possible that the total amount of unrecognized tax benefits including interest and penalties will increase or decrease within 12twelve months of December 31, ~~2020. The Company believes~~2023. We believe it is reasonably possible that ~~approximately $12~~$4 million of the unrecognized tax benefits may be recognized within 12twelve months of December 31, ~~2020~~2023, as a result of a ~~lapse of the~~ statute of limitations of which $3 million, could affect the effective tax rate. The Company has classified none of the unrecognized tax benefits as current because they are not expected to be resolved within the next 12 months.

~~NOTE 10 – Benefit Plans~~

~~The Company~~lapse and ~~its subsidiaries~~potential settlement.

11. Pension and Other Postretirement Benefits

We sponsor noncontributory defined benefit pension plans (qualified and non-qualified) covering a substantial portion of our employees in the U.S. and Canada and certain employees in other foreign countries. Plans for most salaried employees provide pay-related benefits based on years of service. Plans for hourly employees generally provide benefits based on flat dollar amounts and years of service. ~~The Company’s~~Our general funding policy is to make contributions to the plans ~~in amounts~~ that comply with minimum funding requirements and are within the limits of deductibility under current tax regulations. Certain foreign countries allow income tax deductions without regard to contribution levels and ~~the Company’s~~our policy in those countries is to make contributions required by the terms of the applicable plan.

Included in ~~the Company’s~~our pension obligation are nonqualified supplemental retirement plans for certain key employees. Benefits provided under these plans are unfunded and we make direct payments to plan ~~participants are made directly by the Company.~~

~~The Company~~participants. We also ~~provides~~provide healthcare and/or life insurance benefits for retired employees in the U.S., Canada and Brazil. Healthcare benefits for retirees outside of the U.S., Canada and Brazil are generally covered through local government plans.

Table of Contents

Ingredion Incorporated

Notes to Consolidated Financial Statements

(dollars in millions, except per share data, unless otherwise noted)

Pension Plans

Pension Obligation and Funded Status: The changes in pension benefit obligations and plan assets during ~~the years ended December 31, 2020~~2023 and ~~2019,~~2022, as well as the funded status and the amounts recognized in ~~the Company’s~~our Consolidated Balance Sheets related to ~~the Company’s~~our pension plans at December 31, ~~2020,~~2023 and ~~2019, were~~2022, are as follows:

U.S. Plans

Non-U.S. Plans

(in millions)

2020

2019

2020

2019

Benefit obligation

At January 1

$
387

$
357

$
254

$
223

Service cost

5

5

4

3

Interest cost

11

14

10

10

Benefits paid

(23)

(28)

(12)

(11)

Actuarial loss (gain)

29

39

14

24

Curtailment/settlement/amendments

—

—

—

(2)

Foreign currency translation

—

—

5

7

Benefit obligation at December 31

$
409

$
387

$
275

$
254

Fair value of plan assets

At January 1

$
408

$
353

$
231

$
207

Actual return on plan assets

53

82

22

24

Employer contributions

1

1

4

7

Benefits paid

(23)

(28)

(12)

(11)

Plan settlements

—

—

—

(3)

Foreign currency translation

—

—

4

7

Fair value of plan assets at December 31

$
439

$
408

$
249

$
231

Funded status

$
30

$
21

$
(26)

$
(23)


	U.S. Plans				Non-U.S. Plans
	2023		2022		2023		2022
Benefit obligation
At January 1	$	300	$	383	$	188	$	254
Service cost	3		4		4		3
Interest cost	15		9		10		9
Benefits paid	(18)		(25)		(13)		(13)
Actuarial loss (gain)	5		(71)		8		(49)
Curtailment/settlement/amendments	—		—		(1)		(2)
Foreign currency translation	—		—		4		(14)
Benefit obligation at December 31	$	305	$	300	$	200	$	188

Fair value of plan assets
At January 1	$	317	$	420	$	189	$	244
Actual return on plan assets	25		(79)		17		(30)
Employer contributions	1		1		6		5
Benefits paid	(18)		(25)		(13)		(13)
Plan settlements	—		—		(1)		(2)
Foreign currency translation	—		—		2		(15)
Fair value of plan assets at December 31	$	325	$	317	$	200	$	189

Funded status	$	20	$	17	$	—	$	1

As of December 31, ~~2020,~~2023, the ~~increase in~~actuarial loss for the ~~benefit obligation for~~ U.S. and non-U.S. plans was primarily driven by ~~actuarial losses, which mainly resulted from~~ a ~~decline~~decrease in the discount ~~rates due to the fall in bond yields~~rate compared to the prior year. As of December 31, ~~2019,~~2022, the ~~increase in benefit obligations~~actuarial gain for the U.S. and non-U.S. plans was primarily driven by ~~actuarial losses, which mainly resulted from a decline~~an increase in discount rates ~~due to the fall in bond yields~~ compared to the prior year.

Amounts ~~recognized~~recorded in the Consolidated Balance Sheets as of December 31, ~~2020~~2023 and ~~2019 were~~2022 are as follows:


	U.S. Plans				Non-U.S. Plans
	2023		2022		2023		2022
Non-current asset	$	28	$	25	$	47	$	43
Current liabilities	(1)		(1)		(2)		(1)
Non-current liabilities	(7)		(7)		(45)		(41)
Net asset (liability) recognized	$	20	$	17	$	—	$	1

Table of Contents

U.S. Plans

Non-U.S. Plans

(in millions)

2020

2019

2020

2019

Non-current asset

$
41

$
32

$
36

$
31

Current liabilities

(1)

(1)

(1)

(2)

Non-current liabilities

(10)

(10)

(61)

(52)

Net asset (liability) recognized

$
30

$
21

$
(26)

$
(23)

Ingredion Incorporated

Notes to Consolidated Financial Statements

(dollars in millions, except per share data, unless otherwise noted)

Amounts ~~recognized~~recorded in ~~accumulated other comprehensive loss,~~AOCL, excluding tax effects that have not yet been recognized as components of net periodic benefit cost at December 31, ~~2020~~2023 and ~~2019 were~~2022, are as follows:

U.S. Plans

Non-U.S. Plans

(in millions)

2020

2019

2020

2019

Net actuarial loss

$
12

$
15

$
61

$
62

Transition obligation

—

—

1

1

Prior service credit

(5)

(6)

—

—

Net amount recognized

$
7

$
9

$
62

$
63


	U.S. Plans				Non-U.S. Plans
	2023		2022		2023		2022
Net actuarial loss	$	32	$	36	$	24	$	24

Prior service (credit) cost	(2)		(3)		—		—
Net amount recognized	$	30	$	33	$	24	$	24

The ~~decrease in the net~~ amount recognized in ~~accumulated comprehensive loss~~AOCL at December 31, ~~2020,~~2023 decreased compared to prior year for the U.S. pension plans ~~as compared to December 31, 2019, is~~ mainly ~~due to~~because the actual return on assets ~~exceeding~~was more than the expected return on ~~assets. This is~~assets, which was partially offset by ~~the effect of~~ the decrease in discount rates used to measure ~~the Company’s~~our obligations under ~~its~~our U.S. ~~pension plans.~~

~~Table of Contents~~

pension. The ~~decrease in the~~ net amount recognized in ~~accumulated comprehensive loss~~AOCL at December 31, ~~2020,~~2023 for the non-U.S. pension plans as compared to December 31, ~~2019, is mainly~~2022 was flat primarily due to the ~~actual return on assets exceeding the expected return on assets. This is partially~~actuarial loss amortization, which was offset by ~~the effect of the decrease in discount rates used to measure the Company’s obligations under its non-U.S. pension plans.~~

foreign currency translation.

The accumulated benefit obligation for all defined benefit pension plans was ~~$664~~$485 million and ~~$601~~$469 million at December 31, ~~2020~~2023 and ~~2019,~~2022, respectively.

Information for pension plans with a projected benefit obligation in excess of plan assets and an accumulated benefit obligation in excess of plan assets ~~was~~is as follows:

U.S. Plans

Non-U.S. Plans

(in millions)

2020

2019

2020

2019

Projected benefit obligation

$
(11)

$
(11)

$
(81)

$
(56)

Accumulated benefit obligation

(10)

(10)

(70)

(45)

Fair value of plan assets

—

—

19

2

All U.S. plans and most non-U.S. plans value the vested benefit obligation based on the actuarial present value of the vested benefits to which employees are currently entitled based on employees’ expected date of separation or retirement.


	U.S. Plans				Non-U.S. Plans
	2023		2022		2023		2022
Projected benefit obligation	$	(8)	$	(8)	$	(51)	$	(45)
Accumulated benefit obligation	(8)		(8)		(40)		(35)
Fair value of plan assets	—		—		4		3

Components of net periodic benefit cost consist of the following for ~~the years ended December 31, 2020, 2019,~~2023, 2022 and ~~2018:~~

2021:


	U.S. Plans						Non-U.S. Plans
	2023		2022		2021		2023		2022		2021
Service cost	$	3	$	4	$	4	$	4	$	3	$	4
Interest cost	15		9		8		10		9		9
Expected return on plan assets	(17)		(16)		(17)		(9)		(7)		(8)
Amortization of actuarial loss	1		—		—		1		1		2
Amortization of prior service credit	(1)		(1)		(1)		—		—		—
Net periodic benefit cost	$	1	$	(4)	$	(6)	$	6	$	6	$	7

Year Ended December 31,

U.S. Plans

Non-U.S. Plans

(in millions)


2020

2019

2018

2020

2019

2018

Service cost

$
5

$
5

$
6

$
4

$
3

$
3

Interest cost

11

14

13

10

10

10

Expected return on plan assets

(21)

(18)

(21)

(8)

(8)

(9)

Amortization of actuarial loss

—

1

—

2

2

2

Amortization of prior service credit

(1)

(1)

—

—

—

—

Net periodic benefit cost

$
(6)

$
1

$
(2)

$
8

$
7

$
6

~~The service cost component~~Table of ~~net periodic benefit cost is presented within either cost of sales or operating expenses on the~~Contents

Ingredion Incorporated

Notes to Consolidated Financial Statements of Income. The interest cost, expected return on plan assets, amortization of actuarial loss, amortization of prior service credit and settlement loss components of net periodic benefit cost are presented as other, non-operating income on the Consolidated Statements of Income.

~~Actuarial gains and losses~~

(dollars in excess of 10 percent of the greater of the projected benefit obligation or the market-related value of plan assets are recognized as a component of net periodic benefit cost over the average remaining service period of a plan’s active employees for active defined benefit pension plans and over the average remaining life of a plan’s active employees for frozen defined benefit pension plans.

millions, except per share data, unless otherwise noted)

Total amounts recorded in other comprehensive income and net periodic benefit cost ~~were~~are as follows:

(in millions, pre-tax)

U.S. Plans

Non-U.S. Plans

2020

2019

2018

2020

2019

2018

Net actuarial (gain) loss

$
(3)

$
(25)

$
19

$
1

$
7

$
4

Prior service cost

—

—

—

—

1

—

Amortization of actuarial loss

—

(1)

—

(2)

(2)

(2)

Amortization of prior service credit

1

1

—

—

—

—

Total recorded in other comprehensive income

(2)

(25)

19

(1)

6

2

Net periodic benefit cost

(6)

1

(2)

8

7

6

Total recorded in other comprehensive income and net periodic benefit cost

$
(8)

$
(24)

$
17

$
7

$
13

$
8


(pre-tax)	U.S. Plans						Non-U.S. Plans
	2023		2022		2021		2023		2022		2021
Net actuarial (gain) loss	$	(3)	$	25	$	(1)	$	—	$	(11)	$	(11)
Prior service cost	—		—		—		—		—		—
Amortization of actuarial loss	(1)		—		—		(1)		(1)		(2)
Amortization of prior service credit	1		1		1		—		—		—
Foreign currency translation	—		—		—		1		(2)		(11)
Total recorded in other comprehensive (income) loss	(3)		26		—		—		(14)		(24)
Net periodic benefit cost	1		(4)		(6)		6		6		7
Total recorded in other comprehensive (income) loss and net periodic benefit cost	$	(2)	$	22	$	(6)	$	6	$	(8)	$	(17)

~~Table of Contents~~

The ~~following~~ weighted average assumptions ~~were~~ used to determine ~~the Company’s~~our obligations ~~under~~for the pension ~~plans:~~

U.S. Plans

Non-U.S. Plans


2020

2019

2020

2019

Discount rate

2.58
%
3.34
%
2.84
%
3.55
%
Rate of compensation increase

4.26

4.21

3.54

3.75

Cash balance interest crediting rate

3.76

4.16

—

—

plans are as follows:


	U.S. Plans				Non-U.S. Plans
	2023		2022		2023		2022
Discount rate	5.00	%	5.19	%	5.24	%	5.66	%
Rate of compensation increase	3.83		3.92		3.76		3.83
Cash balance interest credit rate	4.53		4.21		—		—

The ~~following~~ weighted average assumptions ~~were~~ used to determine ~~the Company’s~~our net periodic benefit cost for the pension ~~plans:~~

U.S. Plans

Non-U.S. Plans


2020

2019

2018

2020

2019

2018

Discount rate

3.34
%
4.38
%
3.70
%
3.55
%
4.33
%
4.02
%
Expected long-term return on plan assets

5.30

5.30

5.30

3.81

4.37

4.31

Rate of compensation increase

4.21

4.31

4.42

3.68

3.63

3.58

Cash balance interest crediting rate

4.16

4.49

4.56

—

—

—

plans are as follows:


	U.S. Plans						Non-U.S. Plans
	2023		2022		2021		2023		2022		2021
Discount rate	5.19	%	2.91	%	2.58	%	5.67	%	3.66	%	2.84	%
Expected long-term return on plan assets	5.50		4.10		4.10		5.05		3.50		3.37
Rate of compensation increase	3.92		4.18		4.26		3.83		3.77		3.54
Cash balance interest crediting rate	4.21		4.11		3.76		—		—		—

For ~~the year ended December 31, 2020, the Company~~2023, we assumed an expected long-term rate of return on assets of ~~5.30~~5.50 percent for U.S. plans and ~~approximately 3.16~~4.66 percent for Canadian plans. In developing the expected long-term rate of return assumption on plan assets, which consist mainly of U.S. and Canadian debt and equity securities, ~~management~~we evaluated historical rates of return achieved on plan assets and the asset allocation of the plans, input from ~~the Company’s~~our independent actuaries and investment consultants, and historical trends in long-term inflation rates. Projected return estimates ~~made by such consultants~~ are based upon broad equity and bond indices.

The discount rate reflects a rate of return on high-quality ~~fixed income~~fixed-income investments that match the duration of the expected benefit payments. ~~The Company has~~We typically ~~used~~use returns on long-term, high-quality corporate AA bonds as a benchmark in establishing this ~~assumption. The Company elects~~assumption, and we elect to use a full yield curve approach ~~in the estimation of~~to estimate these components of benefit cost by applying the specific spot rates along the yield curve used ~~in the determination of~~to determine the benefit obligation to the relevant projected cash flows.

Plan Assets: ~~The Company’s~~ Our investment policy for ~~its~~our pension plans is to balance risk and return through diversified portfolios of fixed income securities, equity instruments and short-term investments. Maturities for fixed income securities are managed such that sufficient liquidity exists to meet near-term benefit payment obligations. For U.S. pension plans, the weighted average target range allocation of assets was ~~15-25~~9 to 19 percent in equities and ~~75-85~~81 to 91 percent in fixed income inclusive of other short-term investments. The asset allocation is reviewed regularly, and portfolio investments are rebalanced to the targeted allocation when considered appropriate.

Table of Contents

~~The Company’s~~

Ingredion Incorporated

Notes to Consolidated Financial Statements

(dollars in millions, except per share data, unless otherwise noted)

Our weighted average asset ~~allocation~~allocations as of December 31, ~~2020,~~2023 and ~~2019~~2022, for U.S. and non-U.S. pension plan assets isare as follows:

U.S. Plans

Non-U.S. Plans

Asset Category

2020

2019

2020

2019

Equity securities

20
%
21
%
18
%
17
%
Debt securities

79

78

58

63

Cash and other

1

1

24

20

Total

100
%
100
%
100
%
100
%


	U.S. Plans				Non-U.S. Plans
Asset Category	2023		2022		2023		2022
Equity securities	12	%	11	%	8	%	8	%
Debt securities	86		87		78		77
Cash and other	2		2		14		15
Total	100	%	100	%	100	%	100	%

~~Table~~With the exception of ~~Contents~~

~~The fair values of the Company’s plan assets by asset category and level~~cash, which is considered Level 1 in the fair value hierarchy, ~~are as follows:~~

Fair Value Measurements at December 31, 2020

(in millions)

Level 1

Level 2

Level 3

Total

U.S. Plans:

Equity index:

U.S. (a)

$
—

$
45

$
—

$
45

International (b)

—

44

—

44

Fixed income index:

Long bond (c)

—

276

—

276

Long government bond (d)

—

69

—

69

Cash (e)

—

5

—

5

Total U.S. Plans

$
—

$
439

$
—

$
439

Non-U.S. Plans:

Equity index:

U.S. (a)

$
—

$
26

$
—

$
26

International (b)

—

19

—

19

Fixed income index:

Short bond (f)

—

31

—

31

Intermediate bond (g)

—

38

—

38

Long bond (h)

—

106

—

106

Other (i)

—

26

—

26

Cash (e)

3

—

—

3

Total Non-U.S. Plans

$
3

$
246

$
—

$
249

Fair Value Measurements at December 31, 2019

(in millions)

Level 1

Level 2

Level 3

Total

U.S. Plans:

��

Equity index:

U.S. (a)

$
—

$
43

$
—

$
43

International (b)

—

42

—

42

Fixed income index:

Long bond (c)

—

295

—

295

Long govt bond (d)

—

25

—

25

Cash (e)

—

3

—

3

Total U.S. Plans

$
—

$
408

$
—

$
408

Non-U.S. Plans:

Equity index:

U.S. (a)

$
—

$
22

$
—

$
22

International (b)

—

17

—

17

Fixed income index:

Intermediate bond (g)

—

52

—

52

Long bond (h)

—

95

—

95

Other (i)

—

24

—

24

Cash (e)

2

19

—

21

Total Non-U.S. Plans

$
2

$
229

$
—

$
231

~~(a)~~

~~This category consists of both passively and actively managed equity index funds that track the return of large capitalization U.S. equities.~~

~~(b)~~

~~This category consists of both passively and actively managed equity index funds that track an index of returns on international developed market equities.~~

~~(c)~~

~~This category consists of an actively managed fixed income index fund that invests in a diversified portfolio of fixed-income corporate securities with maturities generally exceeding~~ ~~10 years~~.

~~(d)~~

~~This category consists of an actively managed fixed income index fund that invests in a diversified portfolio of fixed-income U.S. treasury securities with maturities generally exceeding~~ ~~10 years~~.

~~(e)~~

~~This category represents cash or cash equivalents.~~

~~(f)~~

~~This category consists of both passively and actively managed fixed income index funds that track the return of short duration government and investment grade corporate bonds.~~

~~(g)~~

~~This category consists of both passively and actively managed fixed income index funds that track the return of intermediate duration government and investment grade corporate bonds.~~

~~Table of Contents~~

~~(h)~~

~~This category consists of both passively and actively managed fixed income index funds that track the return of government bonds and investment grade corporate bonds.~~

~~(i)~~

~~This category mainly consists of investment products provided by insurance companies that offer returns that are subject to a minimum guarantee and mutual funds.~~

~~All~~all significant pension plan assets are held in collective trusts by ~~the Company’s~~our U.S. and non-U.S. plans. The fair ~~values~~value of shares of collective trusts are based upon the net asset ~~values~~value (“NAV”) of the ~~funds~~fund reported by the fund managers based on quoted market prices of the underlying securities as of the balance sheet date and are considered to be Level 2 fair value measurements. Investments measured at NAV as a practical expedient for fair value, are excluded from the fair value hierarchy. This may produce a fair value measurement that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while ~~the Company believes its~~we believe our valuation methods are appropriate and consistent with those of other market participants, ~~the use of~~ different ~~methodologies~~methods could result in different fair value measurements at the reporting date.

The fair values of our plan assets by asset category are as follows:


	Fair Value Measurements at December 31, 2023
	NAV				Level 1				Level 2				Total
	2023		2022		2023		2022		2023		2022		2023		2022
U.S. Plans:
Equity index:
U.S. (a)	$	—	$	—	$	—	$	—	$	24	$	22	$	24	$	22
International (b)	—		—		—		—		16		14		16		14
Fixed income index:
Long bond (c)	—		—		—		—		133		127		133		127
Government bond (d)	—		—		—		—		89		89		89		89
Other fixed income (e)	57		59		—		—		—		—		57		59
Cash & Short-term Investments (f)	—		—		—		—		6		6		6		6
Total U.S. Plans	$	57	$	59	$	—	$	—	$	268	$	258	$	325	$	317
Non-U.S. Plans:
Equity index:
U.S. (a)	$	—	$	—	$	—	$	—	$	10	$	9	$	10	$	9
International (b)	—		—		—		—		6		6		6		6
Fixed income index:
Government bond (g)	—		—		—		—		78		99		78		99
Corporate bond (h)	—		—		—		—		79		46		79		46
Other (i)	—		—		—		—		25		22		25		22
Cash & Short-term Investments (f)	—		—		2		2		—		5		2		7
Total Non-U.S. Plans	$	—	$	—	$	2	$	2	$	198	$	187	$	200	$	189

______________________


			(a)			This category consists of both passively and actively managed equity index funds that track the return of large capitalization U.S. equities.


			(b)			This category consists of both passively and actively managed equity index funds that track an index of returns on international developed and emerging market equities.

Table of Contents

~~In the year ended December 31, 2020, the Company~~

Ingredion Incorporated

Notes to Consolidated Financial Statements

(dollars in millions, except per share data, unless otherwise noted)


			(c)			This category consists of an actively managed fixed-income index fund that invests in a diversified portfolio of fixed-income securities with maturities generally exceeding 10 years.


			(d)			This category consists of both passively and actively managed fixed-income index funds that invest in a diversified portfolio of fixed income government debt securities with varying maturities.


			(e)			This category consists of an actively managed common collective fund that invests in government bonds, collateralized mortgage obligations, investment grade private credit and real estate debt. This fund is priced monthly at the aggregated market value of the underlying investments and may be fully redeemed with 95 days notice.


			(f)			This category represents cash, cash equivalents, or highly liquid short-term investments.


			(g)			This category consists of both passively and actively managed fixed income index funds that track the return of government bonds with varying maturities.


			(h)			This category consists of actively managed fixed income index funds that track the return of investment grade corporate bonds with varying maturities.


			(i)			This category mainly consists of investment products provided by insurance companies that offer returns that are subject to a minimum guarantee and mutual funds.

During 2023, we made cash contributions of $1 million to our U.S. pension plans and $4$6 million to ~~its U.S. and~~our non-U.S. pension ~~plans, respectively. The Company anticipates~~plans. We anticipate that in ~~the year ending December 31, 2021 it~~2024 we will make cash contributions of $1 million to our U.S. pension plans and $3$4 million to ~~its U.S. and~~our non-U.S. pension ~~plans, respectively.~~plans. Cash contributions in subsequent years will depend on a number of factors, including the performance of plan assets.

~~The~~

We expect to pay the following benefit payments to beneficiaries, which reflect anticipated future service, as ~~appropriate, are expected to be made:~~

(in millions)

U.S. Plans

Non-U.S. Plans

2021

$
23

$
11

2022

24

12

2023

24

13

2024

24

13

2025

24

13

Years 2026 - 2030

126

70

~~The Company and certain subsidiaries~~appropriate:


	U.S. Plans		Non-U.S. Plans
2024	$	26	$	12
2025	26		12
2026	26		12
2027	27		13
2028	24		38
Thereafter	114		73

We also maintain defined contribution plans. ~~The Company makes~~We make matching contributions to these plans that are subject to certain vesting requirements and are based on a percentage of employee contributions. ~~Amounts charged to~~The expense for defined contribution plans ~~totaled~~was $28 million in 2023, $22 million ~~$20 million,~~for 2022, and ~~$21~~$22 million in ~~the years ended December 31, 2020, 2019, and 2018, respectively.~~

2021.

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Ingredion Incorporated

Notes to Consolidated Financial Statements

(dollars in millions, except per share data, unless otherwise noted)

Postretirement Benefit ~~Plans:~~ ~~The Company’s~~Plans

Our postretirement benefit plans currently are not funded. The information presented below includes plans in the U.S., Brazil and Canada. The changes in the benefit obligations of the plans during ~~the years ended December 31, 2020~~2023 and ~~2019, and~~2022, as well as the amounts recognized in ~~the Company’s~~our Consolidated Balance Sheets at December 31, ~~2020~~2023 and ~~2019,~~2022, are as follows:

(in millions)

2020

2019

Accumulated postretirement benefit obligation

At January 1

$
69

$
64

Service cost

—

1

Interest cost

3

3

Actuarial loss (gain)

4

6

Benefits paid

(5)

(5)

Foreign currency translation

(3)

—

At December 31

68

69

Fair value of plan assets

—

—

Funded status

$
(68)

$
(69)


	2023		2022
Accumulated postretirement benefit obligation
At January 1	$	58	$	65
Service cost	1		1
Interest cost	4		3
Amendments	2		—
Actuarial (gain) loss	1		(7)
Benefits paid	(4)		(4)
Foreign currency translation	2		—
At December 31	64		58
Fair value of plan assets	—		—
Funded status	$	(64)	$	(58)

As of December 31, ~~2020,~~2023, the ~~decrease in~~actuarial loss was insignificant. As of December 31, 2022, the ~~postretirement benefit obligation~~actuarial gain was mainly driven by ~~favorable foreign currency translation related to the Company’s Canada and Brazil postretirement plans. As of December 31, 2019,~~

higher discount rates.

~~Table of Contents~~

~~the increase in the postretirement benefit obligation was driven by actuarial losses, which mainly resulted from a decline in discount rates due to the fall in bond yields compared to the prior year.~~

Amounts ~~recognized~~recorded in the Consolidated Balance Sheets at December 31, 2023 and 2022 consist of:

(in millions)

2020

2019

Current liabilities

$
(4)

$
(4)

Non-current liabilities

(64)

(65)

Net liability recognized

$
(68)

$
(69)


	2023		2022
Current liabilities	$	(4)	$	(5)
Non-current liabilities	(60)		(53)
Net liability recognized	$	(64)	$	(58)

Amounts ~~recognized~~recorded in ~~accumulated other comprehensive loss (income),~~AOCL, excluding tax effects that have not yet been recognized as components of net periodic benefit cost at December 31, ~~2020~~2023 and ~~2019 were~~2022, are as follows:

(in millions)

2020

2019

Net actuarial loss

$
17

$
14

Prior service credit

—

(2)

Net amount recognized

$
17

$
12


	2023		2022
Net actuarial loss	$	4	$	1
Prior service cost	6		5
Net amount recognized	$	10	$	6

Components of net periodic benefit cost consisted of the following for ~~the years ended December 31, 2020, 2019,~~2023, 2022 and ~~2018~~

2021:


	2023		2022		2021
Service cost	$	1	$	1	$	1
Interest cost	4		3		2
Amortization of actuarial (gain) loss	(1)		—		1
Amortization of prior service cost (credit)	1		—		(2)
Net periodic benefit cost	$	5	$	4	$	2

Year Ended December 31,
(in millions)

2020

2019

2018
Service cost

$
—

$
1

$
1
Interest cost

3

3

3
Amortization of actuarial loss

1

—

—
Amortization of prior service credit

(2)

(2)

(2)
Net periodic benefit cost

$
2

$
2

$
2

~~The service cost component~~Table of ~~net periodic benefit cost is presented within either cost of sales or operating expenses on the~~Contents

Ingredion Incorporated

Notes to Consolidated Financial Statements ~~of Income. The interest cost and amortization of prior service credit components of net periodic benefit cost are presented as other, non-operating income on the Consolidated Statements of Income.~~

(dollars in millions, except per share data, unless otherwise noted)

Total amounts recorded in other comprehensive income and net periodic benefit cost ~~was~~for 2023, 2022 and 2021 are as follows:

(in millions, pre-tax)

2020

2019

2018

Net actuarial loss (gain)

$
4

$
6

$
(3)

Amortization of prior service credit

2

2

2

Amortization of actuarial loss

(1)

—

—

Total recorded in other comprehensive income

5

8

(1)

Net periodic benefit cost

2

2

2

Total recorded in other comprehensive income and net periodic benefit cost

$
7

$
10

$
1


(pre-tax)	2023		2022		2021
Net actuarial loss (gain)	$	1	$	(7)	$	(5)
Prior service cost	2		—		4
Amortization of prior service (cost) credit	(1)		—		2
Amortization of actuarial gain (loss)	1		—		(1)
Foreign currency translation	1		—		(4)
Total recorded in other comprehensive loss (income)	4		(7)		(4)
Net periodic benefit cost	5		4		2
Total recorded in other comprehensive loss (income) and net periodic benefit cost	$	9	$	(3)	$	(2)

We used the following weighted average assumptions to determine our postretirement benefit obligations for 2023 and 2022:


	2023		2022
Discount rate	7.37	%	7.30	%

The following weighted average assumptions were used to determine ~~the Company’s obligations under the postretirement plans:~~

2020

2019

Discount rate

3.69
%
4.18
%

~~The following weighted average assumptions were used to determine the Company’s~~our net postretirement benefit cost:

2020

2019

2018

Discount rate

4.42
%
5.49
%
4.93
%


	2023		2022		2021
Discount rate	7.30	%	4.22	%	3.69	%

The discount rate reflects a rate of return on high-quality fixed-income investments that match the duration of expected benefit payments. ~~The Company has~~We typically ~~used~~use returns on long-term, high-quality corporate AA bonds as a benchmark in establishing this assumption.

~~Table of Contents~~

The healthcare cost trend rates used in valuing ~~the Company’s~~our postretirement benefit obligations are established based upon actual healthcare trends and consultation with actuaries and benefit providers. ~~The~~We used the following assumptions ~~were used~~ as of December 31, ~~2020:~~

U.S.

Canada

Brazil

2020 increase in per capita cost

5.90
%
5.83
%
7.07
%
Ultimate trend

4.50
%
4.00
%
7.07
%
Year ultimate trend reached

2028

2040

2020

~~The~~2023:


	U.S.		Canada		Brazil
2023 increase in per capita cost	7.80	%	5.04	%	8.94	%
Ultimate trend	4.50	%	4.05	%	8.94	%
Year ultimate trend reached	2033		2040		2023

We expect to make the following benefit payments to beneficiaries under our postretirement benefit plans, which reflect anticipated future service, as ~~appropriate, are expected~~appropriate:



2024	$	4
2025	4
2026	4
2027	4
2028	4
Thereafter	22

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Ingredion Incorporated

Notes to ~~be made under the Company’s postretirement benefit plans:~~

(in millions)

2021

$
4

2022

4

2023

4

2024

4

2025

4

Years 2026 - 2030

19

Consolidated Financial Statements

(dollars in millions, except per share data, unless otherwise noted)

Multi-employer ~~Plans:~~ ~~The Company~~Plan

Ingredion participates in and contributes to 1one multi-employer benefit plan under the terms of collective bargaining agreements that cover certain union-represented employees and retirees in the U.S. The plan covers medical and dental benefits for active hourly employees and retirees represented by the ~~U.S. Steel Workers~~United Steelworkers Union for certain U.S. locations.

The risks of participating in this multi-employer plan are different from risk of participating in single-employer plans. This plan receives contributions from two or more unrelated employers pursuant to one or more collective bargaining agreements, and the assets contributed by one employer may be used to fund the benefits of all employees covered within the plan.

~~The Company is~~

We are required to make contributions to this multi-employer plan as determined by the terms and conditions of the collective bargaining agreements and plan ~~terms. For~~terms, but we do not provide more than five percent of the ~~years ended December 31, 2020, 2019, and 2018,~~total contributions to the ~~Company~~plan. We made regular contributions to the plan of $11 million in 2023, $10 million in 2022, and $14 million ~~$13 million, and $12 million, respectively, to this multi-employer plan. The Company~~in 2021. We cannot currently estimate the amount of multi-employer plan contributions that will be required in ~~the year ending December 31, 2021~~2024 and future years, but these contributions could increase due to healthcare cost trends. The North Kansas City retiree medical group shifted from a multi-employer plan to the Ingredion Post Retirement Medical Health and Life Plan at the end of 2021. The remaining collective bargaining agreements associated with ~~this~~the multi-employer plan expire during ~~2021~~2024 through ~~2024.~~

2027.

12. Equity

~~NOTE 11 – Equity~~

Preferred stock: ~~The Company has~~We have authorized 25 million shares of $0.01 par value preferred stock, ~~NaN~~none of which were issued or outstanding at December 31, ~~2020~~2023 and ~~2019.~~

2022.

Treasury stock: On ~~October 22, 2018,~~September 26, 2022, the Board of Directors ~~authorized~~approved a stock repurchase program ~~permitting the Company~~authorizing us to purchase up to 86.0 million ~~of its outstanding~~ shares of our outstanding common stock ~~from November 5, 2018 through~~until December 31, ~~2023.~~2025. We may repurchase shares from time to time in the open market, in privately negotiated transactions, or otherwise, at prices we deem appropriate. We are not obligated to repurchase any shares under the authorization, and the repurchase program may be suspended, discontinued or modified at any time, for any reason and without notice. The parameters of ~~the Company’s~~our stock repurchase program are not established solely with reference to the dilutive impact of shares issued under ~~the Company’s~~our stock incentive plan. However, ~~the Company expects~~we expect that, over time, share repurchases will offset the dilutive impact of shares issued under the stock incentive plan.

~~On November 5, 2018, the Company entered into a Variable Timing Accelerated Share Repurchase (“ASR”) program with JPMorgan (“JPM”). Under the ASR program, the Company paid $455~~

During 2023, we repurchased 1.0 million on November 5, 2018 and acquired 4 million shares of its common stock having an approximate value of $423 million on that date. On February 5, 2019, the Company and JPM settled the difference between the initial price and average daily volume-weighted average price (“VWAP”) less the agreed upon discount during the term of the agreement. The final VWAP was $98.04 per share, which was less than originally paid. The Company settled the difference in cash, resulting in JPM returning $63 million of the upfront payment to the Company on February 6, 2019, and lowering the total cost of repurchasing the 4 million

~~Table of Contents~~

shares of common stock to $392 million. The Company adjusted Additional paid-in capital and Treasury stock by $32 million and $31 million, respectively, during the first quarter of 2019 for this inflow of cash.

~~The Company did 0t repurchase~~outstanding shares of common stock in ~~the year ended December 31, 2020~~

~~Set forth below is~~open market transactions at a ~~reconciliation~~net cost of $101 million. During 2022, pursuant to our previous stock repurchase program which has since been terminated, we repurchased 1.3 million shares of common stock in open market transactions at a net cost of $112 million.

Table of Contents

Ingredion Incorporated

Notes to Consolidated Financial Statements

(dollars in millions, except per share data, unless otherwise noted)

Common stock share activity for ~~the years ended December 31, 2020, 2019~~2023, 2022 and ~~2018:~~

2021 is as follows:


(Shares of common stock, in thousands)	Issued	Held in Treasury	Outstanding
Balance at December 31, 2020	77,811	10,795	67,016
Issuance of restricted stock units as compensation	—	(69)	69
Performance shares and other share-based awards	—	(6)	6
Stock options exercised	—	(331)	331
Purchase/acquisition of treasury stock	—	765	(765)
Balance at December 31, 2021	77,811	11,154	66,657
Issuance of restricted stock units as compensation	—	(95)	95
Performance shares and other share-based awards	—	(43)	43
Stock options exercised	—	(182)	182
Purchase/acquisition of treasury stock	—	1,283	(1,283)
Balance at December 31, 2022	77,811	12,117	65,694
Issuance of restricted stock units as compensation	—	(108)	108
Performance shares and other share-based awards	—	(51)	51
Stock options exercised	—	(386)	386
Purchase/acquisition of treasury stock	—	1,000	(1,000)
Balance at December 31, 2023	77,811	12,572	65,239

(Shares of common stock, in thousands)

Issued

Held in Treasury

Outstanding

Balance at December 31, 2017

77,811

5,815

71,996

Issuance of restricted stock units as compensation

—

(100)

100

Performance shares and other share-based awards

—

(68)

68

Stock options exercised

—

(209)

209

Purchase/acquisition of treasury stock

—

5,847

(5,847)

Balance at December 31, 2018

77,811

11,285

66,526

Issuance of restricted stock units as compensation

—

(105)

105

Performance shares and other share-based awards

—

(5)

5

Stock options exercised

—

(182)

182

Purchase/acquisition of treasury stock

—

—

—

Balance at December 31, 2019

77,811

10,993

66,818

Issuance of restricted stock units as compensation

—

(69)

69

Performance shares and other share-based awards

—

(5)

5

Stock options exercised

—

(124)

124

Purchase/acquisition of treasury stock

—

—

—

Balance at December 31, 2020

77,811

10,795

67,016

Share-based payments: ~~The following table summarizes the components of the Company’s share-based~~Share-based compensation expense for ~~the years ended December 31, 2020, 2019~~2023, 2022 and ~~2018:~~

2021 is as follows:

(in millions)

2020

2019

2018

Stock options:

Pre-tax compensation expense

$
4

$
3

$
5

Income tax benefit

—

—

(1)

Stock option expense, net of income taxes

4

3

4

Restricted stock units ("RSUs"):

Pre-tax compensation expense

12

10

12

Income tax benefit

(1)

(2)

(2)

RSUs, net of income taxes

11

8

10

Performance shares and other share-based awards:

Pre-tax compensation expense

7

5

4

Income tax benefit

(1)

—

—

Performance shares and other share-based compensation expense, net of income taxes

6

5

4

Total share-based compensation:

Pre-tax compensation expense

23

18

21

Income tax benefit

(2)

(2)

(3)

Total share-based compensation expense, net of income taxes

$
21

$
16

$
18

~~The Company has~~


	2023		2022		2021
Stock options:
Pre-tax compensation expense	$	4	$	4	$	3
Income tax benefit	—		—		—
Stock option expense, net of income taxes	4		4		3

Restricted stock units (“RSUs”):
Pre-tax compensation expense	15		13		12
Income tax benefit	(2)		(1)		(1)
RSUs, net of income taxes	13		12		11

Performance shares and other share-based awards:
Pre-tax compensation expense	14		12		8
Income tax benefit	(1)		(1)		(1)
Performance shares and other share-based compensation expense, net of income taxes	13		11		7

Total share-based compensation:
Pre-tax compensation expense	33		29		23
Income tax benefit	(3)		(2)		(2)
Total share-based compensation expense, net of income taxes	$	30	$	27	$	21

We have a stock incentive plan (“SIP”) that was approved on May 19, 2023 and which is administered by the People, Culture and Compensation Committee (“Compensation Committee”) of ~~its~~our Board of Directors that provides for the

Table of Contents

Ingredion Incorporated

Notes to Consolidated Financial Statements

(dollars in millions, except per share data, unless otherwise noted)

granting of stock options, restricted stock, restricted stock units and other share-based awards to certain key employees. A maximum of 85.4 million shares were originally authorized for awards under the SIP. As of December 31, ~~2020, 2.1~~2023, 5.4 million shares were available for future grants under the SIP. Shares covered by awards that expire, terminate or lapse will again be available for the grant of awards under the SIP.

~~Table of Contents~~

Stock Options: Under the ~~Company’s~~ SIP, stock options are granted at exercise prices that equal the market value of the underlying common stock on the date of grant. The options have a 10-year term and are exercisable upon vesting, which occurs over a three-year period at the anniversary dates of the date of grant. Compensation expense is generally recognized on a straight-line basis for all awards over the employee’s vesting period or over a one-year required service period for certain retirement eligible executive level employees. The Company estimates a forfeiture rate at the time of grant and updates the estimate throughout the vesting of the stock options within the amount of compensation costs recognized in each period.

~~The Company~~

We granted non-qualified options to purchase ~~336, 247,~~197 thousand, 281 thousand and ~~215~~358 thousand shares for ~~the years ended December 31, 2020, 2019,~~2023, 2022 and ~~2018,~~2021, respectively. The fair value of each option grant was estimated using the Black-Scholes option-pricing model with the following assumptions:

For the Year Ended December 31,

2020

2019

2018
Expected life (in years)

5.5

5.5

5.5

Risk-free interest rate

1.4
%

2.5
%

2.5
%
Expected volatility

19.8
%

19.7
%

19.8
%
Expected dividend yield

2.9
%

2.7
%

1.8
%


	For the Year Ended December 31,
	2023		2022		2021
Expected life (in years)	5.5		5.5		5.5
Risk-free interest rate	4.0	%	2.0	%	0.6	%
Expected volatility	28.3	%	23.8	%	23.2	%
Expected dividend yield	2.9	%	2.9	%	2.9	%

The expected life of options represents the weighted average period ~~of time~~ that we expect options granted ~~are expected~~ to be outstanding giving consideration to vesting schedules and ~~the Company’s~~our historical exercise patterns. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the grant date for the period corresponding to the expected life of the options. Expected volatility is based on historical volatilities of ~~the Company’s~~our common ~~stock. Dividend~~stock, and dividend yields are based on ~~current~~our dividend ~~payments.~~

~~A summary~~yield at the date of ~~stock~~issuance.

Stock option ~~transactions for the year ended December 31, 2020~~activity in 2023 is as follows:

Number of Options (in thousands)

Weighted Average Exercise Price per Share

Average Remaining Contractual Term (Years)

Aggregate Intrinsic Value (in millions)

Outstanding as of December 31, 2019

2,055

$
84.36

5.30

$
34

Granted

336

88.35

Exercised

(124)

47.12

Cancelled

(29)

103.57

Outstanding as of December 31, 2020

2,238

$
86.55

5.15

$
14

Exercisable as of December 31, 2020

1,709

$
84.38

4.11

$
14


	Number of Options (in thousands)	Weighted Average Exercise Price per Share		Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in millions)
Outstanding as of December 31, 2022	2,222	$	92.32	5.16	$	24
Granted	197	98.69
Exercised	(386)	71.76
Cancelled	(80)	102.66
Outstanding as of December 31, 2023	1,953	$	96.61	4.97	$	29
Exercisable as of December 31, 2023	1,523	$	97.80	4.03	$	22

For ~~the years ended December 31, 2020, 2019~~2023, 2022 and ~~2018,~~2021, cash received from the exercise of stock options was $6$28 million, $6$11 million and ~~$10~~$21 million, respectively. As of December 31, ~~2020,~~2023, the unrecognized compensation cost related to non-vested stock options totaled $2$3 million, which is expected to be amortized over the weighted-average period of approximately 1.6 years.

Additional information pertaining to stock option activity is as follows:


	Year Ended December 31,
	2023		2022		2021
Weighted average grant date fair value of stock options granted (per share)	$	23.80	$	15.04	$	12.31
Total intrinsic value of stock options exercised	13		6		10

Table of Contents

Year Ended December 31,
(dollars in millions, except per share)

2020

2019

2018
Weighted average grant date fair value of stock options granted (per share)

$
11.48

$
14.02

$
24.01
Total intrinsic value of stock options exercised

5

10

15

Ingredion Incorporated

Notes to Consolidated Financial Statements

(dollars in millions, except per share data, unless otherwise noted)

Restricted Stock Units: ~~The Company has~~ We have granted restricted stock units (“RSUs”) to certain key employees. The RSUs are primarily subject to cliff vesting, generally after three years, provided the employee remains in the service of the Company. Compensation expense is generally recognized on a straight-line basis for all awards over the employee’s vesting period or over a one-year required service period for certain retirement eligible executive level employees. The Company estimates a forfeiture rate at the time of grant and updates the estimate throughout the vesting of the RSUs within the amount of compensation costs recognized in each period.our service. The fair value of the RSUs is determined based upon the number of shares granted and the quoted market price of ~~the Company’s~~our common stock at the ~~date of the grant.~~

grant date.

~~Table of Contents~~

~~The following table summarizes~~ RSU activity ~~for the year:~~

Weighted

Number of

Average

Restricted

Fair Value
(shares in thousands)

Shares

per Share
Non-vested at December 31, 2019

339

$
108.02
Granted

196

87.01
Vested

(94)

117.33
Cancelled

(23)

101.72
Non-vested at December 31, 2020

418

$
96.45

in 2023 is as follows:


(shares in thousands)	Number of Restricted Shares	Weighted Average Fair Value per Share
Non-vested at December 31, 2022	517	$	88.04
Granted	222	98.15
Vested	(154)	87.91
Cancelled	(33)	91.30
Non-vested at December 31, 2023	552	$	92.05

The total fair value of RSUs that vested in ~~the years ended December 31, 2020, 2019~~each of 2023, 2022 and ~~2018~~2021 was ~~$17 million, $16 million, and $15 million, respectively.~~

$12 million.

At December 31, ~~2020,~~2023, the total remaining unrecognized compensation cost related to RSUs was ~~$23~~$20 million, which will be amortized on a weighted-average basis over approximately ~~1.8~~1.7 years. Recognized compensation cost related to unvested RSUs is included in Share-based payments subject to redemption in the Consolidated Balance Sheets and totaled ~~$23~~$28 million ~~and $23 million at~~for both December 31, ~~2020~~2023 and ~~2019,~~2022, respectively.

Performance Shares:~~The Company has~~ We have a long-term incentive plan for senior management in the form of performance shares. ~~Historically these~~The vesting of the performance shares ~~vested~~is generally based ~~solely~~ on two performance metrics. Fifty percent of the ~~Company’s~~performance shares awarded vest based on our total shareholder return as compared to the total shareholder return of its peer group over the three-year vesting period. Beginning with the performance share grants in the year ended December 31, 2019, the vesting of the performance shares will be based on 2 performance metrics. NaN percent of the performance shares awarded will vest based on the Company’s total shareholder return as compared to the total shareholder return of itsour peer group and the remaining 50fifty percent ~~will~~ vest based on the calculation of ~~the Company’s~~our three-year average Adjusted Return on Invested Capital (“ROIC”) against an established ROIC target.

The 2021 performance shares were granted in two tranches. Vesting for the first tranche was split evenly between our total shareholder return and Adjusted ROIC against the applicable target. The second tranche of performance share awards vest 100 percent based on the calculation of Adjusted ROIC against the applicable target.

For the 2023 performance shares awarded ~~in the first quarter of the year ended December 31, 2020,~~ based on ~~the Company’s~~our total shareholder return, the number of shares that ultimately vest can range from 0zero to 200 percent of the ~~awarded~~ grant depending on ~~the Company’s~~our total shareholder return as compared to the total shareholder return of ~~its~~our peer group. The share award vesting will be calculated at the end of the three-year period and is subject to approval by management and the Compensation Committee of the Board of Directors. Compensation expense is based on the fair value of the performance shares at the grant date, established using a Monte Carlo simulation model. The total compensation expense for these awards is amortized over a three-year graded vesting schedule.

For the 2023 performance shares awarded ~~in the first quarter of the year ended December 31, 2020,~~ based on Adjusted ROIC, the number of shares that ultimately vest can range from 0zero to 200 percent of the ~~awarded~~ grant depending on ~~the Company’s~~our Adjusted ROIC performance against the target. The share award vesting will be calculated at the end of the three-year period and is subject to approval by management and the Compensation Committee. Compensation expense is based on the market price of ~~the Company’s~~our common stock on the grant date ~~of the grant~~ and the final number of shares that ultimately vest. ~~The Company will~~We estimate the potential share vesting at least annually to adjust the compensation expense for these awards over the vesting period to reflect ~~the Company’s~~our estimated Adjusted ROIC performance ~~versus~~against the target. The total compensation expense for these awards is amortized over a three-year graded vesting schedule.

~~The Company~~

We awarded 8193 thousand, 7086 thousand and 27108 thousand performance shares in ~~the years ended December 31, 2020, 2019~~2023, 2022 and ~~2018,~~2021, respectively. The weighted average fair value of the shares granted during ~~the years ended December 31,~~2023, 2022 and 2021 was $114.26, $138.85 and $100.29, respectively.

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Ingredion Incorporated

Notes to Consolidated Financial Statements

(dollars in millions, except per share data, unless otherwise noted)

The 2020 ~~2019 and 2018 was $94.48, $92.57, and $141.91, respectively.~~

~~The~~ performance share awards ~~granted in the year ended December 31, 2017~~that vested ~~in the first quarter of 2020, achieving~~during 2023 achieved a 077 percent payout of the granted performance shares. As of December 31, ~~2020,~~2023, the 2021 performance share awards ~~granted in the year ended December 31, 2018~~ are estimated to pay out at 0200 percent. ~~There~~Additionally, there were 734 thousand shares cancelled during ~~the year ended December 31, 2020.~~

2023.

As of December 31, ~~2020,~~2023, the unrecognized compensation cost relating to these plans was $4$8 million, which will be amortized over the remaining requisite service periods of 1.8 years. Recognized compensation cost related to these

~~Table of Contents~~

unvested awards is included in ~~share-based~~Share-based payments subject to redemption in the Consolidated Balance Sheets and totaled $7$27 million and $9$20 million at December 31, ~~2020~~2023 and ~~2019,~~2022, respectively.

Other share-based awards under the SIP: Under the compensation agreement with the Board of Directors, ~~$120,000~~$150,000 of a non-employee director’s annual retainer ~~and 50 percent of the additional retainers~~is paid ~~to the Lead Director and the Chairs of committees of the Board of Directors are awarded~~ in ~~shares of~~Company common ~~stock or, if a~~stock. A director ~~elects~~may elect to defer all or a portion of ~~his or her~~the director's common stock or cash compensation, in shares of restricted stock units. These restricted units may not be transferred until a date not less than six months and no more than ten years and six months after the director’s termination of service from the Board of Directors, at which time the restricted units will be settled by delivering shares of common stock with fractional shares to be paid in cash. The compensation expense relating to this plan included in the Consolidated Statements of Income was approximately $2 million ~~for the year ended December 31, 2020~~in each of 2023, 2022 and ~~$1 million for the years ended December 31, 2019 and 2018.~~2021. At December 31, ~~2020,~~2023, there were approximately ~~232~~235 thousand restricted stock units outstanding under this plan at a carrying value of approximately $15 million.

Accumulated Other Comprehensive Loss: A summary of ~~accumulated~~Accumulated other comprehensive ~~income (loss)~~loss for ~~the years ended December 31, 2018, 2019,~~2023, 2022 and ~~2020,~~2021 is presented below:

(in millions)

Cumulative Translation Adjustment

Deferred (Loss) Gain on Hedging Activities

Pension and Postretirement Adjustment

Unrealized (Loss) Gain on Investment

Accumulated Other Comprehensive Loss

Balance, December 31, 2017

$
(951)

$
(13)

$
(51)

$
2

$
(1,013)

Other comprehensive income (loss) before reclassification adjustments

(129)

8

(20)

—

(141)

Amount reclassified from accumulated OCI

—

6

—

—

6

Tax benefit (provision)

—

(4)

5

—

1

Net other comprehensive income (loss)

(129)

10

(15)

—

(134)

Adoption of ASU 2016-01

—

—

—

(2)

(2)

Adoption of ASU 2018-02

—

(2)

(3)

—

(5)

Other

—

(2)

(3)

(2)

(7)

Balance, December 31, 2018

(1,080)

(5)

(69)

—

(1,154)

Other comprehensive (loss) income before reclassification adjustments

(9)

(19)

11

—

(17)

Amount reclassified from accumulated OCI

—

14

—

—

14

Tax benefit (provision)

—

1

(2)

—

(1)

Net other comprehensive (loss) income

(9)

(4)

9

—

(4)

Balance, December 31, 2019

$
(1,089)

$
(9)

$
(60)

$
—

$
(1,158)

Other comprehensive loss before reclassification adjustments

(25)

5

(2)

—

(22)

Amount reclassified from accumulated OCI

—

65

—

—

65

Tax benefit (provision)

—

(19)

1

—

(18)

Net other comprehensive loss

(25)

51

(1)

—

25

Balance, December 31, 2020

$
(1,114)

$
42

$
(61)

$
—

$
(1,133)


	Cumulative Translation Adjustment		Hedging Activities		Pension and Postretirement Adjustment		AOCL
Balance, December 31, 2020	$	(1,114)	$	42	$	(61)	$	(1,133)
Other comprehensive (loss) income before reclassification adjustments	(100)		218		28		146
Loss (income) reclassified from accumulated other comprehensive loss	311		(209)		—		102
Tax (provision)	—		(3)		(9)		(12)
Net other comprehensive income	211		6		19		236
Balance, December 31, 2021	(903)		48		(42)		(897)
Other comprehensive (loss) income before reclassification adjustments	(105)		210		(5)		100
(Income) reclassified from accumulated other comprehensive loss	—		(268)		—		(268)
Tax benefit	—		16		1		17
Net other comprehensive (loss)	(105)		(42)		(4)		(151)
Balance, December 31, 2022	(1,008)		6		(46)		(1,048)
Other comprehensive income (loss) before reclassification adjustments	47		(151)		(2)		(106)
Loss reclassified from accumulated other comprehensive loss	—		78		1		79
Tax benefit	—		19		—		19
Net other comprehensive income (loss)	47		(54)		(1)		(8)
Balance, December 31, 2023	$	(961)	$	(48)	$	(47)	$	(1,056)

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Ingredion Incorporated

Notes to Consolidated Financial Statements

(dollars in millions, except per share data, unless otherwise noted)

Supplemental Information: The following table provides the computation of basic and diluted earnings per common share (“EPS”) ~~for the periods presented.~~

2020

2019

2018

Net Income

Weighted

Per

Net Income

Weighted

Per

Net Income

Weighted

Per

Available

Average

Share

Available

Average

Share

Available

Average

Share

(in millions, except per share amounts)


to Ingredion


Shares


Amount


to Ingredion


Shares


Amount


to Ingredion


Shares


Amount

Basic EPS

$
348

67.2

$
5.18

$
413

66.9

$
6.17

$
443

70.9

$
6.25

Effect of Dilutive Securities:

Incremental shares from assumed exercise of dilutive stock options and vesting of dilutive RSUs and other awards

0.4

0.5

0.9

Diluted EPS

$
348

67.6

$
5.15

$
413

67.4

$
6.13

$
443

71.8

$
6.17


	2023					2022					2021
	Net Income Available to Ingredion		Weighted Average Shares	Per Share Amount		Net Income Available to Ingredion		Weighted Average Shares	Per Share Amount		Net Income Available to Ingredion		Weighted Average Shares	Per Share Amount
Basic EPS	$	643	66.0	$	9.74	$	492	66.2	$	7.43	$	117	67.1	$	1.74

Effect of Dilutive Securities:
Incremental shares from assumed exercise of dilutive stock options and vesting of dilutive RSUs and other awards			1.0					0.8					0.7
Diluted EPS	$	643	67.0	$	9.60	$	492	67.0	$	7.34	$	117	67.8	$	1.73

Approximately ~~1.7~~0.5 million, ~~1.1~~1.4 million and ~~0.5~~0.9 million share-based awards of common stock were excluded ~~in the years ended December 31, 2020, 2019,~~for 2023, 2022 and ~~2018,~~2021, respectively, from the calculation of the weighted average number of shares outstanding for diluted EPS because their effects were anti-dilutive.

~~NOTE 12 –~~

13. Segment Information

~~The Company is~~

We are principally engaged in the production and sale of starches and sweeteners for a wide range of industries and iswe are managed geographically on a regional basis. The ~~Company’s operations~~nature, amount, timing and uncertainty of our Net sales are ~~classified into 4 reportable business segments:~~managed by us primarily based on our geographic segments, which we classify and report as North America, South America, Asia-Pacific and EMEA. ~~Its~~Our North America segment includes businesses in the U.S., Mexico and Canada. ~~The Company’s~~Our South America segment includes businesses and our share of earnings from investments in joint ventures in Brazil, Colombia, Peru, Ecuador and ~~the Southern Cone of South America, which includes Argentina, Peru, Chile, and Uruguay. Its~~Argentina. Our Asia-Pacific segment includes businesses in Thailand, China, Japan, Australia, Indonesia, India, the Philippines, Malaysia, Singapore, New Zealand, Vietnam and previously South Korea, ~~Thailand, China, Australia, Japan, Indonesia, Singapore, the Philippines, India, Malaysia, New Zealand, and Vietnam. The Company’s~~in which we sold our business on February 1, 2024, as more fully described in Note 2. Our EMEA segment includes businesses in Germany, Pakistan, ~~Germany,~~ the United Kingdom, South Africa and ~~Kenya. The Company does not aggregate its operating~~Poland.

In November 2023, we announced plans to reorganize our business operations, which will result in a change to our reportable business segments. Once the reorganization is complete, which we expect to occur in 2024, we anticipate that our production assets and commercial efforts will align with a global focus on Texture and Healthful Solutions, a local focus on Food and Industrial Ingredients, and other businesses. We will continue to report our results using the existing reportable segment structure until the new segments ~~when determining its reportable segments. Net sales by product~~ are ~~not presented because~~operational and discrete financial information consistent with the new segments is being provided to ~~do so would be impracticable.~~

~~Presented below are the Company’s net~~our Chief Operating Decision Maker.

Net sales to unaffiliated customers by reportable segment ~~for the years ended December 31, 2020, 2019, and 2018.~~


	2023		2022		2021
Net sales to unaffiliated customers:
North America	$	5,188	$	4,934	$	4,137
South America	1,062		1,124		1,057
Asia-Pacific	1,089		1,107		997
EMEA	821		781		703
Total net sales	$	8,160	$	7,946	$	6,894

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~~Presented below is the Company’s operating~~Ingredion Incorporated

Notes to Consolidated Financial Statements

(dollars in millions, except per share data, unless otherwise noted)

No customer accounted for 10 percent or more of our net sales in 2023, 2022 or 2021.

Operating income by reportable segment ~~for the years ended December 31, 2020, 2019, and 2018.~~

(in millions)

2020

2019

2018
Operating income:

North America

$
487

$
522

$
545

South America

112

96

99

Asia-Pacific

80

87

104

EMEA

102

99

116

Corporate

(122)

(99)

(97)

Subtotal

659

705

767

Restructuring/impairment charges (a)

(93)

(57)

(64)

Acquisition/integration costs

(11)

(3)

—

Brazil tax matter (b)

36

22

—

Charge for fair value markup of acquired inventory

(6)

—

—

North America storm damage

(3)

—

—

Other

—

(3)

—

Total operating income

$
582

$
664

$
703

is as follows:


	2023		2022		2021
Operating income:
North America	$	718	$	565	$	487
South America	142		169		138
Asia-Pacific	126		93		87
EMEA	156		110		106
Corporate	(173)		(150)		(133)
Subtotal	969		787		685
Acquisition/integration costs	—		(1)		(3)
Restructuring/impairment charges	(11)		(4)		(47)
Impairment on disposition of assets	—		—		(340)
Other matters	(1)		(20)		15
Total operating income	$	957	$	762	$	310


	As of December 31,
	2023		2022
Assets:
North America (a)	$	4,485	$	4,499
South America	980		949
Asia-Pacific	1,479		1,467
EMEA	698		646
Total assets	$	7,642	$	7,561

_____________________

(a)

For purposes of presentation, North America includes Corporate assets.

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~~Presented below are the Company’s depreciation~~Ingredion Incorporated

Notes to Consolidated Financial Statements

(dollars in millions, except per share data, unless otherwise noted)

Depreciation and amortization, mechanical stores expense and capital expenditures and mechanical stores purchases by reportable segment are as follows:


	2023		2022		2021
Depreciation and amortization:
North America (a)	$	146	$	145	$	146
South America	19		18		18
Asia-Pacific	39		37		40
EMEA	15		15		16
Total	$	219	$	215	$	220
Mechanical stores expense (b):
North America (a)	$	47	$	43	$	43
South America	6		4		6
Asia-Pacific	5		4		3
EMEA	4		4		3
Total	$	62	$	55	$	55
Capital expenditures and mechanical stores purchases:
North America (a)	$	183	$	178	$	166
South America	42		31		38
Asia-Pacific	68		72		81
EMEA	23		19		15
Total	$	316	$	300	$	300

_____________________

(a)North America includes Corporate activities.

(b)Represents costs for spare parts used in the ~~years ended December 31, 2020, 2019,~~production process that are recorded in PP&E as part of machinery and ~~2018.~~

equipment until they are utilized in the manufacturing process and expensed as a period cost.

(in millions)

2020

2019

2018
Depreciation and amortization:

North America (a)

$
147

$
146

$
180
South America

19

22

24
Asia-Pacific

32

37

27
EMEA

15

15

16
Total

$
213

$
220

$
247
Mechanical stores expense (b):

North America (a)

$
39

$
40

$
38
South America

7

10

11
Asia-Pacific

4

4

5
EMEA

4

3

3
Total

$
54

$
57

$
57
Capital expenditures and mechanical stores purchases:

North America (a)

$
243

$
226

$
232
South America

39

45

61
Asia-Pacific

46

40

39
EMEA

12

17

18
Total

$
340

$
328

$
350


	2023		2022		2021
U.S.	$	3,069	$	2,978	$	2,509
Mexico	1,571		1,444		1,170
Brazil	669		720		586
Canada	548		512		459
Germany	413		342		309
Colombia	332		333		260
South Korea	325		356		323
Others	1,233		1,261		1,278
Total	$	8,160	$	7,946	$	6,894

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Net Sales

(in millions)

2020

2019

2018

U.S.

$
2,284

$
2,368

$
2,386

Mexico

984

1,075

1,067

Brazil

447

479

478

Canada

393

390

404

Korea

268

270

296

Others

1,611

1,627

1,658

Total

$
5,987

$
6,209

$
6,289

~~The following table presents long-lived~~

Ingredion Incorporated

Notes to Consolidated Financial Statements

(dollars in millions, except per share data, unless otherwise noted)

Long-lived assets (excluding intangible assets and deferred ~~income taxes)~~tax assets) by country as of December ~~31:~~

Long-lived Assets
(in millions)

2020

2019
U.S.

$
1,276

$
1,239
Mexico

342

343
Canada

245

187
Brazil

202

205
Thailand

165

156
Germany

137

129
Korea

116

110
Others

359

260
Total

$
2,842

$
2,629

31, 2023 and 2022 are as follows:

~~Table of Contents~~

~~NOTE 13 –~~14. Commitments and Contingencies

In ~~January 2019,~~October 2022, the ~~Company’s~~ Brazilian ~~subsidiary received~~Superior Court of Justice issued a ~~favorable decision~~motion of clarification that certain tax incentives provided by local governments can be excluded from taxable income. In the fourth quarter of 2022, we filed an action for a right to recover previously taxable, local government tax incentives granted during fiscal years 2018 to 2022. As our recovery is probable, we recorded a $27 million income tax benefit, which we expect to recover by the end of 2027. As of December 31, 2023 and 2022, we had $32 million and $27 million, respectively, of remaining tax incentives recorded within Other assets on the Consolidated Balance Sheets.

In May 2021, the Brazilian Supreme Court (“Court”) issued its ruling related to the calculation of certain indirect taxes (referred as “Brazil indirect tax matters” in these financial statements), which affirmed the Brazil Federal Court of Appeals (“Lower Court”) rulings that we had received in ~~Sao Paulo, Brazil, related to certain indirect taxes collected in prior years. The Company finalized its calculation of the amount of the credits~~previous years and ~~interest due from the favorable decision, concluding~~affirmed that ~~the Company could be~~we are entitled to ~~approximately $66~~previously recorded tax credits. The Court ruling ensured that we are entitled to $15 million of additional credits ~~spanning a period~~ from 2005 to 2018. The Department of Federal Revenue of Brazil, however, issued an Internal Ruling in which it charged that the Company is entitled to only $22 million of the calculated indirect tax credits and interest for the period from 2005 to 2014. The Brazil National Treasury filed a motion for clarification with the Brazilian Supreme Court, asking the Court, among other things, to modify the lower court’s decision to approve the Internal Ruling, which could impact the decision in favor of the Company. To account for the judgment, the Company recorded a $22 million pre-tax benefit in the Consolidated Income Statement in Other income, in accordance with ASC 450, ~~Contingencies~~ ~~for the year ended December 31, 2019.~~

During the year ended December 31, 2020, the Company received another favorable court judgment that clarified the calculation of the Company’s benefit, allowing the Company to claim the gross treatment within the indirect tax claim calculation and a larger indirect tax claim against the government. As a result of the decision, the Company recorded an additional $35 million pre-tax benefit in the Consolidated Income Statement in Other income for the year ended December 31, 2020, related to the open period of 2005 to 2014. The total benefit recorded represents the Company’s current estimate of the credits and interest due from the favorable decisions in accordance with ASC 450, ~~Contingencies.~~ ~~The Company is awaiting final court ruling for~~ the period of 2015 to 2018 that ~~would allow~~was previously unrecorded pending a final Court ruling. We recorded the ~~Company to record an~~$15 million of additional $9credits in 2021 within Other operating (income) expense in the Consolidated Statements of Income. As of December 31, 2023 and 2022, we had $5 million ~~in pre-tax benefits.~~

~~The Company expects to use the~~and $17 million, respectively, of remaining indirect tax credits ~~of $57 million (from the period of 2005 to 2014) to offset its Brazilian federal tax payments beginning in 2021. The $57 million of future tax credits are~~ recorded in Other assets and Prepaid expenses and assets held for sale on ~~the~~our Consolidated Balance ~~Sheets, and result~~Sheets. We will use the income tax offsets to eliminate our Brazilian federal tax payments in ~~deferred~~2024, including the income tax payable for the indirect taxes ~~of $18 million. The income taxes will be paid as and when the tax credits~~recovered.

We are ~~utilized. The Company continues to monitor the pending decisions within the Brazilian courts that may result in changes to the calculations and receipt of the benefits.~~

~~The Company is~~ currently subject to claims and suits arising in the ordinary course of business, including labor matters, certain environmental proceedings and other commercial claims. ~~The Company~~We also routinely ~~receives~~receive inquiries from regulators and other government authorities relating to various aspects of ~~its~~our business, including with respect to compliance with laws and regulations relating to the environment, and at any given time ~~the Company has~~we have matters at various stages of resolution with the applicable governmental authorities. The outcomes of these matters are not within ~~the Company’s~~our complete control and may not be known for prolonged periods of time. ~~The Company does~~We do not believe that the results of currently known legal proceedings and inquires will be material to ~~it.~~us. There can be no assurance, however, that such proceedings, matters, claims, suits or investigations or those arising in the future, whether taken individually or in the aggregate, will not have a material adverse effect on ~~the Company’s~~our financial condition or results of operations.

Table of Contents

~~NOTE 14 –~~Ingredion Incorporated

Notes to Consolidated Financial Statements

(dollars in millions, except per share data, unless otherwise noted)

15. Supplementary Information

Accounts Receivable, Net

Accounts receivable, net as of December 31, 2023 and 2022 were as follows:


	2023		2022
Accounts receivable — trade	$	1,145	$	1,200
Accounts receivable — other	154		228
Allowance for credit losses	(20)		(17)
Total accounts receivable, net	$	1,279	$	1,411

Write-offs of accounts receivable were

immaterial in 2023 and 2022. There were no significant contract assets associated with customers as of December 31, 2023 or 2022.

Inventories

Inventories as of December 31, 2023 and 2022 were as follows:

2023 2022
Finished and in process $ 926 $ 962
Raw materials 434 539
Manufacturing supplies 90 96
Total inventories $ 1,450 $ 1,597

PP&E, net

PP&E, net as of December 31, 2023 and 2022 were as follows:

2023 2022
Land $ 178 $ 199
Buildings 853 854
Machinery and equipment 4,767 4,680
Property, plant and equipment, at cost 5,798 5,733
Accumulated depreciation (3,428) (3,326)
Property, plant and equipment, net $ 2,370 $ 2,407

We recorded capitalized interest to PP&E of $3 million in 2023, $4 million in 2022, and $4 million in 2021. We recognized depreciation expense of $193 million in 2023, $189 million in 2022, and $194 million in 2021.

Supply Chain Finance Programs

Under supply chain finance programs administered by third-party banks, our suppliers have the opportunity to sell receivables due from us to participating financing institutions and receive earlier payment at a discount. Our responsibility is limited to making payment on the terms originally negotiated with our supplier, regardless of whether such supplier sells its receivable to a financial institution. The payment terms we negotiate with a supplier are independent of whether

Table of Contents
Ingredion Incorporated
Notes to Consolidated Financial Statements
(dollars in millions, except per share data, unless otherwise noted)
such supplier participates in a supply chain finance program, and participation in any such program by a supplier has no effect on our income or cash flows.

As of December 31, 2023 and 2022, participating financial institutions held $153 million and $175 million, respectively, of our liabilities recorded in Accounts payable on our Consolidated Balance ~~Sheets~~

Sheets. As of December 31, 2023, supply chain finance programs existed for operations in Brazil, China, Thailand, Mexico, Colombia and Peru.

Accrued Liabilities and Liabilities Held for Sale

Accrued liabilities as of December 31, 2023 and 2022 are as follows:


	2023		2022
Compensation-related costs	$	121	$	112
Current lease liabilities	56		48
Dividends payable	51		47
Taxes payable other than income taxes	46		45
Liabilities held for sale	51		—
Other accrued liabilities	221		214
Total accrued liabilities and liabilities held for sale	$	546	$	466

There wer

(in millions)

2020

2019

Accounts receivable, net:

Accounts receivable — trade

$
855

$
830

Accounts receivable — other

170

157

Allowance for doubtful accounts

(14)

(10)

Total accounts receivable, net

$
1,011

$
977

Inventories:

Finished and in process

$
584

$
565

Raw materials

236

237

Manufacturing supplies

97

59

Total inventories

$
917

$
861

Accrued liabilities:

Compensation-related costs

$
96

$
93

Income taxes payable

26

16

Current lease liabilities

46

41

Dividends payable

43

42

Accrued interest

11

15

Taxes payable other than income taxes

44

36

Other

155

138

Total accrued liabilities

$
421

$
381

Non-current liabilities:

Employees’ pension, indemnity, and postretirement

139

132

Other

88

88

Total non-current liabilities

$
227

$
220

e no s

ignificant contract liabilities associated with our customers as of December 31, 2023 and 2022. Liabilities for volume discounts and incentives were also not significant as of December 31, 2023 and 2022.

Other Non-Current Liabilities

Other non-current liabilities as of December 31, 2023 and 2022 were as follows:

2023 2022
Non-current operating lease liabilities $ 157 $ 146
Pension and postretirement liabilities 117 101
Deferred tax liabilities 116 145
Other 90 85
Total other non-current liabilities $ 480 $ 477

Supplemental Statements of Income Information

Research and development (“R&D”) expense was approximately $63 million, $52 million and $43 million in 2023, 2022 and 2021, respectively. Our R&D expense, which we record in Operating expenses in the Consolidated Statements of Income,

(in millions)

2020

2019

2018

Other income, net:

Brazil tax matter

$
36

$
22

$
—

Value-added tax recovery

—

—

5

Other

(5)

(3)

5

Other income, net

$
31

$
19

$
10

(in millions)

2020

2019

2018
Financing costs, net:






Interest expense, net of amounts capitalized (a)

$
68

$
84

$
81
Debt extinguishment costs

5

—

—
Interest income

(6)

(7)

(9)
Foreign currency transaction losses

14

4

14
Financing costs, net

$
81

$
81

$
86
represents investments in new product development and innovation.

~~(a)~~

~~Interest capitalized amounted to~~ $7 ~~million,~~ $5 ~~million, and~~ $3 ~~million for the years ended December 31, 2020, 2019 and 2018, respectively.~~

~~Consolidated Statements of~~Supplemental Cash Flow

(in millions)

2020

2019

2018

Other non-cash charges to net income:

Share-based compensation expense

$
22

$
18

$
21

Indefinite-lived asset impairment

35

—

—

Other

42

15

18

Total other non-cash charges to net income

$
99

$
33

$
39

Information

The following represents additional cash flow information:


	2023		2022		2021
Interest paid	$	96	$	82	$	72
Income taxes paid	157		187		168

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(in millions)

2020

2019

2018

Interest paid

$
78

$
80

$
73

Income taxes paid

120

145

231

Ingredion Incorporated

Notes to Consolidated Financial Statements

(dollars in millions, except per share data, unless otherwise noted)

Quarterly Financial Data (Unaudited)

Earnings per share for each quarter and the year are calculated individually and may not sum to the total for the respective year. Summarized quarterly financial data iswas as follows:


	1st QTR		2nd QTR		3rd QTR		4th QTR
2023
Net sales	$	2,137	$	2,069	$	2,033	$	1,921
Gross profit	487		441		421		400
Net income attributable to Ingredion	191		163		158		131
Basic earnings per common share of Ingredion	2.89		2.46		2.39		2.00
Diluted earnings per common share of Ingredion	2.85		2.42		2.36		1.97
Per share dividends declared	$	0.71	$	0.71	$	0.78	$	0.78


	1st QTR		2nd QTR		3rd QTR		4th QTR
2022
Net sales	$	1,892	$	2,044	$	2,023	$	1,987
Gross profit	379		390		374		351
Net income attributable to Ingredion	130		142		106		114
Basic earnings per common share of Ingredion	1.94		2.14		1.61		1.73
Diluted earnings per common share of Ingredion	1.92		2.12		1.59		1.71
Per share dividends declared	$	0.65	$	0.65	$	0.71	$	0.71

(in millions, except per share amounts)

1^st QTR (a)

2^nd QTR (b)

3^rd QTR (c)

4^th QTR (d)

2020

Net sales

$
1,543

$
1,349

$
1,502

$
1,593

Gross profit

323

271

326

352

Net income attributable to Ingredion

75

66

92

115

Basic earnings per common share of Ingredion

1.12

0.98

1.37

1.71

Diluted earnings per common share of Ingredion

1.11

0.98

1.36

1.70

Per share dividends declared

$
0.63

$
0.63

$
0.64

$
0.64

(in millions, except per share amounts)

1^st QTR (e)

2^nd QTR (f)

3^rd QTR (g)

4^th QTR (h)

2019

Net sales

$
1,536

$
1,550

$
1,574

$
1,549

Gross profit

316

329

344

323

Net income attributable to Ingredion

100

105

99

109

Basic earnings per common share of Ingredion

1.50

1.57

1.48

1.63

Diluted earnings per common share of Ingredion

1.48

1.56

1.47

1.61

Per share dividends declared

$
0.625

$
0.625

$
0.63

$
0.63

~~NOTE 15 – Subsequent Events (Unaudited)~~

On February 12, 2021, the Company signed an agreement with an affiliate of Grupo Arcor, an Argentine food company, to establish a joint venture to combine manufacturing operations in Argentina in order to sell value-added ingredients to customers in Argentina, Chile and Uruguay. The joint venture will be 51% owned by an affiliate of Grupo Arcor and 49% owned by an affiliate of Ingredion. The joint venture will operate 5 manufacturing facilities located in the districts of Chacabuco and Baradero (Province of Buenos Aires), in Lules (Province of Tucumán), and in the Industrial Complex Arroyito (Province of Córdoba), of which the 2 manufacturing facilities located in Chacabuco and Baradero are being contributed by Ingredion Argentina and the remaining 3 manufacturing facilities are being contributed by an affiliate of Grupo Arcor. The manufacturing facilities collectively produce value-added ingredients including glucose syrups, maltose, fructose, starch, and maltodextrins, among others, that are marketed to the food, beverage, pharmaceutical and other industries. The joint venture will be managed by a jointly-appointed team of executives. Subject to the satisfaction of regulatory approvals and other closing conditions, the joint venture transaction is expected to close in the second quarter of 2021.

On February 9, 2021, the Company’s Board of Directors approved the contribution by 3 of Ingredion’s South American subsidiaries of their net assets to the joint venture. The Board’s approval results in held-for-sale treatment of these net assets and an impairment charge in the estimated range of $350 million to $370 million, of which $310 million related to the write-off of cumulative translation adjustment in the Consolidated Balance Sheets and $40 million to $60 million related to the write-down of the contributed net assets, consisting primarily of plant, property and equipment, including 2 manufacturing facilities, and related operating assets. The impairment charge is subject to finalization of ending balances and foreign exchange impacts. The impairment charge will not result in any cash expenditures. The impairment will be recorded in the Company’s Condensed Consolidated Statements of Income and Condensed Consolidated Balance Sheets as of and for the quarter ending March 31, 2021.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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 December 31, ~~2020.~~2023. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as ~~a result~~ of ~~the material weakness in~~December 31, 2023, our ~~internal control over financial reporting described below, Ingredion's~~ disclosure controls and procedures ~~were not~~(a) are effective in providing reasonable assurance that all information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, 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 Securities Exchange Act of ~~December 31, 2020.~~

1934, as amended, is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. This system of internal control is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of ~~consolidated financial statements~~our Consolidated Financial Statements for external purposes in accordance with GAAP.

Internal control over financial reporting includes those policies and processes that:

~~Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets.~~

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles accepted in the U.S., and that our receipts and expenditures are being made only with proper authorizations of our management and directors.

~~Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.~~

2.Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles accepted in the U.S., and that our receipts and expenditures are being made only with proper authorizations of our management and directors.

~~Table~~3.Provide reasonable assurance regarding prevention or timely detection of ~~Contents~~unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement in our annual or interim financial statements will not be prevented or detected on a timely basis.

Management, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer and the oversight of the Board of Directors, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, ~~2020~~2023 based upon the framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). The scope of the assessment included all of the subsidiaries of Ingredion. Based on the evaluation, we identified a material weakness in internal control over financial reporting related to ineffective information technology general controls (“ITGCs”) related to user access over certain information technology (“IT”) systems. As a result, our business process automated and manual controls that rely on information derived from the affected IT systems are dependent on the effective design and operation of ITGCs and are therefore also considered ineffective because they could have been adversely impacted. These control deficiencies were the result of insufficient development of IT personnel as the control owners did not adequately understand the control objectives or the design of the control activity, as well as the result of ineffective timely communication of the control objective to these IT personnel by management.

The material weakness did not result in any identified misstatements to the consolidated financial statements and there were no changes to previously released financial results. However, because the material weakness creates a reasonable possibility that a material misstatement to our financial statements would not be prevented or detected on a timely basis, wemanagement concluded that ~~as December 31, 2020, the~~our internal control over financial reporting was ~~not effective.~~

~~Under guidelines established by the U.S. Securities and Exchange Commission, companies are allowed to exclude acquisitions from their first assessment~~effective as of December 31, 2023. The effectiveness of our internal control over financial reporting following the date of the acquisition. Ingredion management excluded the acquisitions of PureCircle Limited, which was completed on July 1, 2020, and Verdient Foods, which was completed on November 1, 2020, from the assessment of the effectiveness of internal control over financial reporting. Total assets of $417 million and total net sales of $28 million associated with the acquisitions are included in the consolidated financial statements of Ingredion as of and for the year ended December 31, 2020.

~~Our~~has been audited by KPMG LLP, an independent registered public accounting firm, KPMG LLP, who audited the consolidated financial statements included in this annual report, issued an adverse report on the effectiveness of Ingredion’s internal control over financial reporting as of December 31, 2020, as stated in their report ~~on page 104 of~~included in the Consolidated Financial Statements filed with this report.

~~Management's Remediation Plan~~

To remediate the material weakness described above, Ingredion has been and will be implementing revised controls and processes that will include the following, among others: (1) develop personnel by enhancing training for ITGC owners regarding their roles and responsibilities within the control objectives and activities; and (2) improve the documentation of the user access review control objective and related control activities, to more clearly communicate management’s expectation of the required responsibilities for the control activity. The Audit Committee of the Board of Directors and the Board of Directors have reviewed and discussed these matters with management. The Audit Committee will oversee management's efforts to remediate the identified material weakness.

The material weakness will be considered remediated when management concludes that, through testing, the applicable remediated controls are designed, implemented and operating effectively. We expect remediation of this material weakness will be completed during fiscal year 2021.

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~~Table of Contents~~

Changes in Internal Control Over Financial Reporting

~~Other than the matters described above under “Management’s Annual Report on Internal Control Over Financial Reporting – Management’s Remediation Plan,” there have been~~

There were no changes ~~in Ingredion's~~to our internal control over financial reporting ~~(as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended)~~that occurred during the quarter ended December ~~30, 2020~~31, 2023 that have materially affected, or are reasonably likely to materially affect, ~~Ingredion’s~~our internal control over financial reporting.

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Ingredion Incorporated:

Opinion on Internal Control Over Financial Reporting

We have audited Ingredion Incorporated and ~~subsidiaries’(the~~subsidiaries' (the Company) internal control over financial reporting as of December 31, ~~2020,~~2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, ~~because of the effect of the material weakness, described below, on the achievement of the objectives of the control criteria,~~ the Company ~~has not~~ maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2020,~~2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, ~~2020~~2023 and ~~2019,~~2022, the related consolidated statements of income, comprehensive income, equity and redeemable equity, and cash flows for each of the years in the three-year period ended December 31, ~~2020,~~2023, and the related notes (collectively, the consolidated financial statements), and our report dated February ~~24, 2021~~21, 2024 expressed an unqualified opinion on those consolidated financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. A material weakness related to the ineffective information technology general controls (“ITGCs”) related to user access over certain information technology (“IT”) systems has been identified and included in management’s assessment. As a result, the business process automated and manual controls that rely on information derived from the affected IT systems are dependent on the effective design and operation of ITGCs and are therefore also considered ineffective because they could have been adversely impacted. These control deficiencies were the result of insufficient development of IT personnel as the control owners did not adequately understand the control objectives or the design of the control activity, as well as, the result of ineffective timely communication of the control objective to these IT personnel by management. The material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2020 consolidated financial statements, and this report does not affect our report on those consolidated financial statements.

The Company acquired a controlling interest in PureCircle Limited and Verdient Foods during 2020, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020, PureCircle Limited’s and Verdient Foods’ internal control over financial reporting associated with total assets of $417 million and total net sales of $28 million included in the consolidated financial statements of the Company as of and for the year ended December 31, 2020. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of PureCircle Limited and Verdient Foods.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying ~~Management’s~~Management's Annual Report on Internal Control ~~over~~Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an

~~104~~

~~Table of Contents~~

understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

/s/ KPMG LLP

Chicago, Illinois

February ~~24, 2021~~

21, 2024

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ITEM 9B. OTHER INFORMATION

Trading Arrangements

During the quarter ended December 31, 2023, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, or any non-Rule 10b5-1 trading arrangement.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

~~None.~~

PART III

III

ITEM 10. ~~DIRECTOR~~S,DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information required by this Item 10 is incorporated herein by reference to ~~the Company’s~~Ingredion’s definitive proxy statement for ~~the Company’s 2021~~Ingredion’s 2024 Annual Meeting of Stockholders (the “Proxy Statement”), including the information in the Proxy Statement appearing under the headings “Proposal 1. Election of Directors,” “The Board and Committees,” and “Delinquent Section 16(a) Reports.” The information regarding executive officers required by Item 401 of Regulation S-K is included in Part 1 of this report under the heading “Information about our Executive Officers.”

~~The Company~~

Ingredion has adopted a code of ethics that applies to its principal executive officer, principal financial officer and controller. The code of ethics is posted on ~~the Company’s~~Ingredion’s Internet website, which is found at www.ingredion.com. ~~The Company~~Ingredion intends to disclose on its website, within any period that may be required under SEC rules, any amendments to, or waivers under, a provision of its code of ethics that applies to ~~the Company’s~~Ingredion’s principal executive officer, principal financial officer or controller that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K.

ITEM 11. EXECUTIVE COMPENSATION

Information required by this Item 11 is incorporated herein by reference to the Proxy Statement, including the information in the Proxy Statement appearing under the headings “Executive Compensation,” “Compensation Committee Report,” “Director Compensation” and “Compensation Committee Interlocks and Insider Participation.”

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information required by this Item 12 is incorporated herein by reference to the Proxy Statement, including the information in the Proxy Statement appearing under the headings “Equity Compensation Plan Information as of December 31, ~~2020”~~2023” and “Security Ownership of Certain Beneficial Owners and Management.”

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Information required by this Item 13 is incorporated herein by reference to the Proxy Statement, including the information in the Proxy Statement appearing under the headings “Review and Approval of Transactions with Related Persons,” “Certain Relationships and Related Transactions” and “Independence of Board Members.”

ITEM 14. PRINCIPAL ~~ACCOUNTING~~ ACCOUNTANT FEES AND SERVICES

Information required by this Item 14 is incorporated herein by reference to the Proxy Statement, including the information in the Proxy Statement appearing under the heading ~~“2020~~“2023 and ~~2019~~2022 Audit Firm Fee Summary.”

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PART IV

ITEM 15. ~~EXHIBITS~~EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

Item 15(a)(1) Consolidated Financial Statements

Financial Statements (see the Index to the Consolidated Financial Statements on page 5740 of this report).

Item 15(a)(2) Financial Statement Schedules

All financial statement schedules have been omitted because the information either is not required or is otherwise included in the ~~consolidated financial statements~~Consolidated Financial Statements and notes thereto.

Item 15(a)(3) Exhibits

The following list of exhibits includes both exhibits submitted with this Form 10-K as filed with the SEC and those incorporated by reference from other filings.


Exhibit No.		Description
~~Exhibit No.~~		~~Description~~
3.1

~~3.1~~	Amended and Restated Certificate of Incorporation of Ingredion Incorporated (“Ingredion ”), as amended (incorporated by reference to Exhibit 3.1 to ~~the Company’s~~Ingredion’s Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 19, 2020) (File No. 1-13397).

3.2		Amended and Restated By-Laws of ~~the Company~~Ingredion. (incorporated by reference to Exhibit ~~3.1~~3.2 to ~~the Company’s Current~~Ingredion’s Annual Report on Form ~~8-K dated~~10-K for the year ended December ~~9, 2016,~~31, 2022, filed on ~~December 14, 2016)~~February 21, 2023) (File No. 1-13397).

4.1		Description of ~~the Company’s~~Ingredion’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to ~~the Company's~~Ingredion's Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 19, 2020) (File No. 1-13397).

4.2		Private Shelf Agreement, dated as of March 25, 2010, by and between Corn Products International, Inc. and Prudential Investment Management, Inc. (incorporated by reference to Exhibit 4.10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed on May 5, 2010) (File No. 1-13397).

~~4.3~~	Amendment No. 1 to Private Shelf Agreement, dated as of February 25, 2011, by and between Corn Products International, Inc. and Prudential Investment Management, Inc. (incorporated by reference to Exhibit 4.11 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed on May 6, 2011) (File No. 1-13397).

~~4.4~~	Amendment No. 2 to Private Shelf Agreement, dated as of December 21, 2012, by and between Ingredion Incorporated and Prudential Investment Management, Inc. (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 28, 2013) (File No. 1-13397).

~~4.5~~	Indenture dated as of August 18, 1999, between ~~the Company~~Ingredion and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 to ~~the Company’s~~Ingredion’s Registration Statement on Form S-3, filed on September 19, 2019) (File No. 333-233854).

~~4.6~~ 4.3		Fourth Supplemental Indenture dated as of April 10, 2007, between Corn Products International, Inc. and The Bank of New York Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.4 to ~~the Company’s~~Ingredion’s Current Report on Form 8 K dated April 10, 2007, filed on April 10, 2007) (File No. 1-13397).

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~~4.7~~	Sixth Supplemental Indenture, dated as of September 17, 2010, between Corn Products International, Inc. and The Bank of New York Mellon Trust Company, N.A. (as successor trustee to The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated September 14, 2010, filed on September 20, 2010) (File No. 1-13397).
4.4
~~4.8~~	Seventh Supplemental Indenture, dated as of September 17, 2010, between Corn Products International, Inc. and The Bank of New York Mellon Trust Company, N.A. (as successor trustee to The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.3 to ~~the Company’s~~Ingredion’s Current Report on Form 8-K dated September 14, 2010, filed on September 20, 2010) (File No. 1-13397).

~~4.9~~ 4.5		Ninth Supplemental Indenture, dated as of September 22, 2016, between ~~the Company~~Ingredion and The Bank of New York Mellon Trust Company, N.A. (as successor trustee to The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.1 to ~~the Company’s~~Ingredion’s Current Report on Form 8-K dated September 22, 2016, filed on September 22, 2016) (File No. 1-13397).


~~4.10~~ 4.6			Tenth Supplemental Indenture, dated as of May 13, 2020, between ~~the Company~~Ingredion and The Bank of New York Mellon Trust Company, N.A. (as successor trustee to The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.1 to ~~the Company’s~~Ingredion’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed on August 5, 2020) (File No. 1-13397).
~~4.11~~
4.7			Eleventh Supplemental Indenture, dated as of May 13, 2020, between ~~the Company~~Ingredion and The Bank of New York Mellon Trust Company, N.A. (as successor trustee to The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.2 to ~~the Company’s~~Ingredion’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed on August 5, 2020) (File No. 1-13397).

10.1*			Stock Incentive Plan as ~~effective February 7, 2017~~amended and restated as of May 19, 2021 (the ~~"Stock~~“Stock Incentive ~~Plan"~~Plan”) (incorporated by reference to Exhibit 10.1 to ~~the Company’s~~Ingredion’s Current Report on Form 8-K dated ~~February 7, 2017,~~May 19, 2021, filed on ~~February 14, 2017)~~May 2 0 , 2021) (File No. 1-13397).

10.2*			Form of Indemnification Agreement entered into by each of the members of ~~the Company’s~~Ingredion’s Board of Directors and ~~the Company’s~~Ingredion’s executive officers (incorporated by reference to Exhibit 10.14 to ~~the Company’s~~Ingredion’s Annual Report on Form 10-K for the year ended December 31, 1997, filed on March 31, 1998) (File No. 1-13397).

10.3*			Supplemental Executive Retirement Plan as effective July 18, 2012 (incorporated by reference to Exhibit 10.7 to ~~the Company’s~~Ingredion’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed on November 2, 2012) (File No. 1-13397).

10.4*			Annual Incentive Plan as effective ~~July 18, 2012~~January 1, 2022 (incorporated by reference to Exhibit 10.4 to Ingredion’s Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 21, 2023) (File No. 1-13397).

10.5*			2023 Stock Incentive Plan, as effective May 19, 2023 (the “2023 Stock Incentive Plan”) (incorporated by reference to Exhibit 10.1 to ~~the Company’s Quarterly~~Ingredion’s Current Report on Form ~~10-Q for the quarter ended September 30, 2012,~~8-K dated May 19, 2023, filed on ~~November 2, 2012)~~May 23, 2023) (File No. 1-13397).

10.5* 10.6*			Form of 2023 Performance Share Award Agreement for use in connection with awards under the Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to Ingredion’s Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 21, 2023) (File No. 1-13397).

10.7*			Form of 2022 Performance Share Award Agreement for use in connection with awards under the Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to Ingredion’s Annual Report on Form 10-K for the year ended December 31, 2021, filed on February 22, 2022) (File No. 1-13397).
10.6*
10.8*			Form of Amendment to 2022, March 2021, and February 2021 Performance Share Award Agreements, dated as of February 15, 2023 for use in connection with awards under the Stock Incentive Plan (incorporated by reference to Exhibit 10.9 to Ingredion’s Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 21, 2023) (File No. 1-13397).

10.9*			Form of 2024 Stock Option Award Agreement for use in connection with awards under the 2023 Stock Incentive Plan.

10.10*			Form of 2023 Stock Option Award Agreement for use in connection with awards under the Stock Incentive Plan (incorporated by reference to Exhibit 10.10 to Ingredion’s Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 21, 2023) (File No. 1-13397).


10.11*			Form of 2022 Stock Option Award Agreement for use in connection with awards under the Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to Ingredion's Annual Report on Form 10-K for the year ended December 31, 2021, filed on February 22, 2022) (File No. 1-13397).
10.7*
10.12*			Form of 2021 Stock Option Award Agreement for use in connection with awards under the Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to Ingredion's Annual Report on Form 10-K for the year ended December 31, 2020, filed on February 24, 2021) (File No. 1-13397).

10.13*			Form of 2020 Stock Option Award Agreement for use in connection with awards under the Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Ingredion's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 6, 2020) (File No. 1-13397).

10.14*			Form of 2019 Stock Option Award Agreement for use in connection with awards under the Stock Incentive Plan (incorporated by reference to Exhibit 10.12 to Ingredion's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed on May 3, 2019) (File No. 1-13397).

10.15*			Form of 2018 Stock Option Award Agreement for use in connection with awards under the Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Ingredion's Current Report on Form 8-K for the year ended December 31, 2017, filed on February 12, 2018) (File No. 1-13397).

10.16*			Form of 2017 Stock Option Award Agreement for use in connection with awards under the Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to Ingredion's Current Report on Form 8-K dated February 7, 2017, Filed on February 14, 2017) (File No. 1-13397).

10.17*			Form of 2016 Stock Option Award Agreement for use in connection with awards under the Stock Incentive Plan (incorporated by reference to Exhibit 10.13 to Ingredion's Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 19, 2016) (File No. 1-13397).

10.18*			Form of 2015 Stock Option Award Agreement for use in connection with awards under the Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Ingredion's Current Report on Form 8-K dated February 3, 2015, filed on February 9, 2015) (File No. 1-13397).

10.19*			Form of 2024 Restricted Stock Units Award Agreement for use in connection with awards under the 2023 Stock Incentive Plan.

10.20*			Form of 2023 Restricted Stock Units Award Agreement for use in connection with awards under the Stock Incentive Plan (incorporated by reference to Exhibit 10.20 to Ingredion’s Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 21, 2023) (File No. 1-13397).

10.21*			Form of 2022 Restricted Stock Units Award Agreement for use in connection with awards under the Stock Incentive Plan (incorporated by reference to Exhibit 10.8 to Ingredion's Annual Report on Form 10-K for the year ended December 31, 2021, filed on February 22, 2022) (File No. 1-13397).
10.8*
10.22*			Form of Executive Severance Agreement entered into by certain executive officers of ~~the Company~~Ingredion (incorporated by reference to Exhibit 10.17 to ~~the Company’s~~Ingredion’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed on August 3, 2018) (File No. 1-13397).

10.23*

~~108~~

~~Table of Contents~~

10.9*	Form of Executive Severance Agreement entered into by certain executive officers of ~~the Company~~Ingredion (incorporated by reference to Exhibit 10.18 to ~~the Company’s~~Ingredion’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed on August 3, 2018) (File No. 1-13397).


10.10* 10.24*		Letter of Agreement, dated as of ~~November 10, 2016,~~April 15, 2020, between ~~the Company~~Ingredion and ~~Jorgen Kokke~~Jeremy Xu (incorporated by reference to Exhibit 10.28 to ~~the Company’s~~Ingredion’s Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2022, filed on February ~~22, 2017)~~21, 2023) (File No. 1-13397).

10.11* 10.25*		Letter of Agreement, dated as of ~~December~~November 1, ~~2017,~~2021, between ~~the Company~~Ingredion and ~~Jorgen Kokke~~Nancy Wolfe (incorporated by reference to Exhibit ~~10.23~~10.1 to Ingredion’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed on May 8, 2023) (File No. 1-13397).

10.26*		Form of 2024 Performance Share Award Agreement for use in connection with awards under the 2023 Stock Incentive Plan.

10.27		Revolving Credit Agreement, dated as of June 30, 2021, by and among Ingredion Incorporated, as Borrower, the Subsidiary Borrowers from time-to-time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 1, 2021, filed on July 1, 2021) (File No. 1-13397).

10.28		Amendment No. 1 to Revolving Credit Agreement, dated as of November 30, 2022, by and among Ingredion Incorporated, as Borrower, the Subsidiary Borrowers from time-to-time party thereto, the Lenders from time-to-time party thereto and JP Morgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to Ingredion’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed on May 8, 2023) (File No. 1-13397).

10.29*		Summary of Non-Employee Director Compensation.

10.30*		Letter of Agreement, dated as of November 23, 2020, between Ingredion and Eric Seip (incorporated by reference to Exhibit 10.27 to Ingredion’s Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2022, filed on February 21, ~~2018)~~2023) (File ~~No,~~No. 1-13397).

10.12* 10.31*		Letter of Agreement, dated ~~as of June 30, 2020,~~April 16, 2023, between ~~the Company~~Ingredion and ~~Jorgen Kokke (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed on November 6, 2020) (File No, 1-13397).~~Jeremy Xu
10.13*		Letter of Agreement, dated as of January 11, 2018 between the Company and Elizabeth Adefioye (incorporated by reference to Exhibit 10.31 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed on May 4, 2018) (File No. 1-13397).
21.1
~~10.14~~	Revolving Credit Agreement, dated as of October 11, 2016, by and among Ingredion Incorporated, the lenders signatory thereto, any subsidiary borrowers that may become party thereto from time to time, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., as Syndication Agent, and Branch Banking and Trust Company, Bank of Montreal, Wells Fargo Bank, National Association, Mizuho Bank, Ltd., HSBC Bank USA, N.A., Citibank, N.A., ING Capital LLC and PNC Bank, National Association, as Co-Documentation Agents (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated October 11, 2016, filed on October 17, 2016) (File No. 1-13397).

~~10.15~~	Amended and Restated Term Loan Credit Agreement, dated as of April 12, 2019, among Ingredion Incorporated, the lenders party thereto, Bank of America, N.A., as Administrative Agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Sole Bookrunner and Sole Lead Arranger (incorporated by reference to Exhibit 4.10 to the Company’s Current Report on Form 8-K dated April 12, 2019, filed on April 18, 2019 (File No. 1-13397).

10.16*	~~Summary of Non-Employee Director Compensation.~~

10.17*	Letter of Agreement, dated as of January 28, 2019, between the Company and Janet M. Bawcom (incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 19, 2020) (File No. 1-13397).

10.18*	Letter of Agreement, dated as of February 1, 2019, between the Company and Janet M. Bawcom (incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 19, 2020) (File No. 1-13397).

10.19*	Relocation Expense Repayment Agreement, dated as of February 1, 2019, between the Company and Janet M. Bawcom (incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 19, 2020) (File No. 1-13397).

~~21.1~~	Subsidiaries of the Registrant.

23.1		Consent of Independent Registered Public Accounting Firm.

~~109~~

~~Table of Contents~~



24.1			Power of Attorney.

31.1			Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2			Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1			Certification of Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2			Certification of Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.



97.1*			Policy on Recoupment of Incentive Compensation as restated as of October 27, 2023.

101.INS			XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH			Inline XBRL Taxonomy Extension Schema Document.

101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104			Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document, which is contained in Exhibit 101).

_____________________

*Management contract or compensatory plan or arrangement required to be filed as an exhibit to this form pursuant to Item 15(b) of this report.

ITEM 16. FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		INGREDION INCORPORATED
		~~INGREDION INCORPORATED~~


Date: February ~~24, 2021~~ 21, 2024	By:		/s/ James P. Zallie
				James P. Zallie
				President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant, in the capacities indicated and on the dates indicated.

Signature

Title

Date

~~Signature~~

~~Title~~

~~Date~~

/s/ James P. Zallie

President, Chief Executive Officer and Director

~~February 24, 2021~~

~~James P. Zallie~~

(Principal executive officer)

February 21, 2024

James P. Zallie

/s/ James D. Gray

Chief Financial Officer

~~February 24, 2021~~

~~James D. Gray~~

(Principal financial officer)

February 21, 2024

James D. Gray

/s/ ~~Stephen K. Latreille~~

Davida M. Gable

Controller

~~February 24, 2021~~

~~Stephen K. Latreille~~

(Principal accounting officer)

February 21, 2024

Davida M. Gable

*Luis Aranguren-Trellez

~~Director~~

~~February 24, 2021~~

~~Luis Aranguren-Trellez~~

*David B. Fischer

Director

~~Director~~

February ~~24, 2021~~

21, 2024

David B. Fischer

*Paul Hanrahan

~~Director~~

~~February 24, 2021~~

~~Paul Hanrahan~~

*Rhonda L. Jordan

Director

~~Director~~

February ~~24, 2021~~

21, 2024

Rhonda L. Jordan

*Gregory B. Kenny

Director

~~Director~~

February ~~24, 2021~~

21, 2024

Gregory B. Kenny

*Charles Magro

Director

February 21, 2024

Charles Magro

*Barbara A. Klein

~~Director~~

~~February 24, 2021~~

~~Barbara A. Klein~~

*Victoria J. Reich

Director

~~Director~~

February ~~24, 2021~~

21, 2024

Victoria J. Reich

*Catherine A. Suever

Director

February 21, 2024

Catherine A. Suever

*Stephan B. Tanda

Director

~~Director~~

February ~~24, 2021~~

21, 2024

Stephan B. Tanda

* Jorge A. Uribe

Director

~~Director~~

February ~~24, 2021~~

21, 2024

Jorge A. Uribe

*Patricia Verduin

Director

February 21, 2024

Patricia Verduin

*Dwayne A. Wilson

Director

~~Director~~

February ~~24, 2021~~

21, 2024

Dwayne A. Wilson


*By:	/s/ ~~Janet M. Bawcom~~ Tanya Jaeger de Foras
	Tanya Jaeger de Foras	~~Janet M. Bawcom~~
	Attorney-in-fact	~~Attorney-in-fact~~
	Date: February ~~24, 2021~~ 21, 2024


Delaware		22-3514823
~~Delaware~~	~~22-3514823~~
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
		~~Identification No.)~~

5 Westbrook Corporate Center,, Westchester,, Illinois	60154
(Address of principal executive offices)				(Zip Code)


Large accelerated filer☒	x	Accelerated filer☐	o

Non-accelerated filer☐	o	Smaller reporting company☐	o

		Emerging growth company☐	o


					Page No.
Part I
Item 1.			Business		5
Item 1A.			Risk Factors		~~Page~~ 13
~~Part I~~
~~Item 1.~~	~~Business~~	3
~~Item 1A.~~	~~Risk Factors~~	17
Item 1B.	Unresolved Staff Comments			25 22
Item 2.1C.			~~Properties~~Cybersecurity		26 22
Item 3.2.			~~Legal Proceedings~~Properties		27 24
Item 3.			Legal Proceedings		25
Item 4.			Mine Safety Disclosures		27 25
Part II
~~Part II~~

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			28 26
Item 6.			~~Selected Financial Data~~[Reserved]		29 26
Item 7.			Management’s Discussion and Analysis of Financial Condition and Results of Operations		31 27
Item 7A.			Quantitative and Qualitative Disclosures About Market Risk		55 38
Item 8.			Financial Statements and Supplementary Data		57 40
Item 9.			Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		~~101~~ 85
Item 9A.			Controls and Procedures		~~101~~ 85
Item 9B.			Other Information		~~106~~ 87
Item 9C.			Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		87
Part III

Item 10.	Directors, Executive Officers and Corporate Governance			~~106~~ 88
Item 11.			Executive Compensation		~~106~~ 88
Item 12.			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		~~106~~ 88
Item 13.			Certain Relationships and Related Transactions, and Director Independence		~~106~~ 88
Item 14.			Principal ~~Accounting~~Accountant Fees and Services		~~106~~ 88
Part IV
~~Part IV~~

Item 15.	Exhibit and Financial Statement Schedules			~~107~~ 89
Item 16.			Form 10-K Summary		~~110~~ 94
Signatures					95
~~Signatures~~		~~111~~


			x			☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


			o			☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Total		North		South		Asia
Industries Served	Company		America		America		Pacific		EMEA
Food	54	%	50	%	46	%	64	%	71	%
Beverage	10		13		7		5		1
Brewing	7		8		16		3		—
Food and Beverage Ingredients	71		71		69		72		72

Animal Nutrition	10		10		16		5		7
Other	19		19		15		23		21
Total Net sales	100	%	100	%	100	%	100	%	100	%


		Percentage of	Percentage of
	Approximate	Non-unionized	Unionized
Region	Number of Employees	Employees	Employees
North America	5,000	78	22
South America	3,000	36	64
Asia-Pacific	2,500	94	6
EMEA	1,500	63	37
Total Company	12,000	68	32


(in millions, except per share amounts)	2020 (a)			2019 (b)			2018			2017			2016 (c)
Summary of operations:
Net sales	$	5,987		$	6,209		$	6,289		$	6,244		$	6,022
Net income attributable to Ingredion		348	(d)		413	(e)		443	(f)		519	(g)		485	(h)
Net earnings per common share of Ingredion:
Basic		5.18	(d)		6.17	(e)		6.25	(f)		7.21	(g)		6.70	(h)
Diluted		5.15	(d)		6.13	(e)		6.17	(f)		7.06	(g)		6.55	(h)
Cash dividends declared per common share of Ingredion		2.54			2.51			2.45			2.20			1.90
Balance sheet data:
Working capital	$	1,189		$	1,193		$	1,192		$	1,458		$	1,274
Property, plant and equipment, net		2,455			2,306			2,198			2,217			2,116
Total assets		6,858			6,040			5,728			6,080			5,782
Long-term debt		1,748			1,766			1,931			1,744			1,850
Total debt		2,186			1,848			2,100			1,864			1,956
Total equity (i)	$	2,972		$	2,741		$	2,408		$	2,917		$	2,595
Shares outstanding, year end		67.0			66.8			66.5			72.0			72.4
Additional data:
Depreciation and amortization	$	213		$	220		$	247		$	209		$	196
Mechanical stores expense		54			57			57			57			57
Capital expenditures and mechanical stores purchases		340			328			350			314			284


	Year Ended December 31,				Favorable (Unfavorable)		Favorable (Unfavorable)
(in millions)	2020		2019		Variance		Percentage
Net sales	$	5,987	$	6,209	$	(222)	(4)	%
Cost of sales		4,715		4,897		182	4	%
Gross profit		1,272		1,312		(40)	(3)	%

Operating expenses		628		610		(18)	(3)	%
Other income, net		(31)		(19)		12	63	%
Restructuring/impairment charges		93		57		(36)	(63)	%

Operating income		582		664		(82)	(12)	%

Financing costs, net		81		81		—	—	%
Other, non-operating expense/(income), net		(5)		1		6	600	%

Income before income taxes		506		582		(76)	(13)	%
Provision for income taxes		152		158		6	4	%
Net income		354		424		(70)	(17)	%
Less: Net income attributable to non-controlling interests		6		11		5	45	%
Net income attributable to Ingredion	$	348	$	413	$	(65)	(16)	%


	As of
(in millions)	December 31, 2020
2.900% senior notes due June 1, 2030	$	594
3.200% senior notes due October 1, 2026		497
3.900% senior notes due June 1, 2050		390
6.625% senior notes due April 15, 2037		253
Other long-term borrowings		14
Total long-term debt		1,748
Term loan credit agreement due April 12, 2021		380
Other short-term borrowings		58
Total short-term borrowings		438
Total debt	$	2,186


		Payments due by period
				Less						More
	Note			than 1		2 – 3		4 – 5		than 5
Contractual Obligations (in millions)	reference	Total		year		years		years		years
Long-term debt (inclusive of Short-term borrowings)	7	$	2,186	$	438	$	11	$	1	$	1,736
Interest on long-term debt	7		1,001		72		131		131		667
Operating lease obligations	8		202		51		76		38		37
Pension and other postretirement obligations	10		141		4		13		14		110
Purchase obligations (a)			730		311		234		72		113
Total (b)		$	4,260	$	876	$	465	$	256	$	2,663


	Year ended December 31,
Return on Invested Capital (dollars in millions)	2020		2019
Net income (a)	$	354	$	424
Adjusted for:
Provision for income taxes (iii)		152		158
Other, non-operating (income) expense, net		(5)		1
Financing cost, net		81		81
Restructuring/impairment charges (i)		93		57
Acquisition/integration costs		11		3
Charge for fair value markup of acquired inventory		6		—
North America storm damage		3		—
Other matters (ii)		(36)		(19)
Income taxes (at effective rates of 26.9% and 26.8%, respectively) (iii)		(177)		(189)
Adjusted operating income, net of tax (b)		482		516

Short-term debt		438		82
Long-term debt		1,748		1,766
Less: Cash and cash equivalents		(665)		(264)
Short-term investments		—		(4)
Total net debt		1,521		1,580
Share-based payments subject to redemption		30		31
Total redeemable non-controlling interests		70		—
Total equity		2,972		2,741
Total net debt and equity	$	4,593	$	4,352

Average current and prior year Total net debt and equity (c)	$	4,473	$	4,282

Return on Invested Capital (a ÷ c)		7.9%		9.9%
Adjusted Return on Invested Capital (b ÷ c)		10.8%		12.1%


	Year Ended December 31, 2020					Year Ended December 31, 2019
(dollars in millions)	Income before Income Taxes		Provision for Income Taxes		Effective Income Tax Rate	Income before Income Taxes		Provision for Income Taxes		Effective Income Tax Rate
As reported	$	506	$	152	30.0%	$	582	$	158	27.1%
Add back (deduct):
Impairment/restructuring charges		93		18			57		13
Acquisition/integration costs		11		2			3		1
Charge for fair value mark-up of acquired inventory		6		—			—		—
Charge for early extinguishment of debt		5		1			—		—
North America storm damage		3		—			—		—
Other matters		(36)		(9)			(19)		(8)
Tax item - Mexico		—		(3)			—		3
Other tax matters		—		(3)			—		—
Adjusted non-GAAP	$	588	$	158	26.9%	$	623	$	167	26.8%


	As of December 31,
Net Debt to Adjusted EBITDA ratio	2020		2019
Short-term debt	$	438	$	82
Long-term debt		1,748		1,766
Less: Cash and cash equivalents		(665)		(264)
Short-term investments		—		(4)
Total net debt (a)		1,521		1,580

Income before income taxes (b)		506		582
Adjusted for:
Depreciation and amortization		213		220
Financing cost, net		81		81
Restructuring/impairment (i)		85		44
Acquisition/integration costs		11		3
Charge for fair value markup of acquired inventory		6		—
Charge for early extinguishment of debt		5		—
North America storm damage		3		—
Other matters (ii)		(36)		(19)
Adjusted EBITDA (c)	$	874	$	911

Net Debt to Income before income tax ratio (a ÷ b)		3.0		2.7
Net Debt to Adjusted EBITDA ratio (a ÷ c)		1.7		1.7


	As of December 31,
Net Debt to Capitalization percentage (dollars in millions)	2020		2019
Short-term debt	$	438	$	82
Long-term debt		1,748		1,766
Less: Cash and cash equivalents		(665)		(264)
Short-term investments		—		(4)
Total net debt (a)		1,521		1,580
Deferred income tax liabilities		217		195
Share-based payments subject to redemption		30		31
Redeemable non-controlling interests		70		—
Total equity		2,972		2,741
Total capital		3,289		2,967
Total net debt and capital (b)	$	4,810	$	4,547

Net Debt to Capitalization percentage (a ÷ b)		31.6%		34.7%


	As of December 31,
(in millions, except share and per share amounts)	2020		2019
Assets
Current assets:
Cash and cash equivalents	$	665	$	264
Short-term investments		—		4
Accounts receivable, net		1,011		977
Inventories		917		861
Prepaid expenses		54		54
Total current assets		2,647		2,160

Property, plant and equipment, net of accumulated depreciation of $3,175 and $3,056, respectively		2,455		2,306
Goodwill		902		801
Other intangible assets, net of accumulated amortization of $229 and $197, respectively		444		437
Operating lease assets		173		151
Deferred income tax assets		23		13
Other assets		214		172
Total assets	$	6,858	$	6,040

Liabilities and equity
Current liabilities:
Short-term borrowings	$	438	$	82
Accounts payable		599		504
Accrued liabilities		421		381
Total current liabilities		1,458		967

Non-current liabilities		227		220
Long-term debt		1,748		1,766
Non-current operating lease liabilities		136		120
Deferred income tax liabilities		217		195
Total liabilities		3,786		3,268

Share-based payments subject to redemption		30		31
Redeemable non-controlling interests		70		—

Ingredion stockholders’ equity:
Preferred stock — authorized 25,000,000 shares — $0.01 par value, NaN issued		—		—
Common stock — authorized 200,000,000 shares — $0.01 par value, 77,810,875 issued at December 31, 2020 and 2019, respectively		1		1
Additional paid-in capital		1,150		1,137
Less: Treasury stock (common stock: 10,795,346 and 10,993,388 shares at December 31, 2020 and 2019, respectively) at cost		(1,024)		(1,040)
Accumulated other comprehensive loss		(1,133)		(1,158)
Retained earnings		3,957		3,780
Total Ingredion stockholders’ equity		2,951		2,720
Non-redeemable non-controlling interests		21		21
Total equity		2,972		2,741
Total liabilities and equity	$	6,858	$	6,040


	Total Equity
													Non-
													Redeemable		Share-based		Redeemable
					Additional				Accumulated Other				Non-		Payments		Non-
	Preferred		Common		Paid-In		Treasury		Comprehensive		Retained		Controlling		Subject to		Controlling
(in millions)	Stock		Stock		Capital		Stock		Loss		Earnings		Interests		Redemption		Interests
Balance, December 31, 2017	$	—	$	1	$	1,138	$	(494)	$	(1,013)	$	3,259	$	26	$	36	$	—
Net income attributable to Ingredion												443
Net income attributable to non-controlling interests														11
Dividends declared												(173)		(9)
Repurchases of common stock						(33)		(624)
Share-based compensation, net of issuance						(5)		27								1
Other comprehensive income (loss)										(134)				(7)
Other						(4)				(7)		7		(1)
Balance, December 31, 2018		—		1		1,096		(1,091)		(1,154)		3,536		20		37		—
Net income attributable to Ingredion												413
Net income attributable to non-controlling interests														11
Dividends declared												(169)		(8)
Repurchases of common stock						32		31
Share-based compensation, net of issuance						9		20								(6)
Other comprehensive loss										(4)				(2)
Balance, December 31, 2019		—		1		1,137		(1,040)		(1,158)		3,780		21		31		—
Net income attributable to Ingredion												348
Net income attributable to non-controlling interests														10				(4)
Dividends declared												(171)		(8)
Share-based compensation, net of issuance						13		16								(1)
Acquisition of redeemable non-controlling interests																		74
Other comprehensive loss										25				(1)
Other														(1)
Balance, December 31, 2020	$	—	$	1	$	1,150	$	(1,024)	$	(1,133)	$	3,957	$	21	$	30	$	70


	North		South		Asia-
(in millions)	America		America		Pacific		EMEA		Total
Goodwill before impairment charges	$	601	$	55	$	225	$	65	$	946
Accumulated impairment charges		(1)		(33)		(121)		—		(155)
Balance at January 1, 2019		600		22		104		65		791
Acquisitions		7		—		—		—		7
Currency translation		—		(1)		4		—		3
Balance at December 31, 2019		607		21		108		65		801
Acquisitions		14		—		85		—		99
Currency translation		—		(4)		2		4		2
Balance at December 31, 2020	$	621	$	17	$	195	$	69	$	902


	As of December 31, 2020
(in millions)	Gross		Accumulated Amortization		Net		Weighted Average Useful Life (years)
Trademarks/tradenames (indefinite-lived)	$	143	$	—	$	143	—
Patents		33		(2)		31	12
Customer relationships		356		(115)		241	20
Technology		103		(101)		2	9
Other		38		(11)		27	19
Total other intangible assets	$	673	$	(229)	$	444	17

	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


(in millions)
Year	Amortization Expense
2021	$	20
2022		19
2023		19
2024		19
2025		18
Balance thereafter		206


(in millions)		PureCircle
Working capital (excluding cash)	$	60
Property, plant and equipment		91
Other, net		(22)
Identifiable intangible assets		68
Goodwill		85
Total fair value, net of cash		282
Less: Non-redeemable non-controlling interests		74
Total purchase price, net of cash	$	208


Balance in severance accrual as of December 31, 2019	$	15
Cost Smart Cost of sales and SG&A		9
Acquisition related		1
Payments made to terminated employees		(12)
Foreign exchange translation		(1)
Balance in severance accrual as of December 31, 2020	$	12


(in millions)		December 31, 2020		December 31, 2019
Other assets	$	8	$	—


Derivatives in Cash Flow Hedging Relationships	Amount of Gains (Losses) included in AOCI as of December 31,
(in millions)	2020		2019
Commodity contracts, net of income tax effect of $16 and $5, respectively	$	47	$	(11)
Foreign currency contracts, net of income tax effect of $— and $1, respectively		(1)		3
Interest rate contracts, net of income tax effect of $1 and $ —, respectively		(4)		(1)
Total	$	42	$	(9)


	Fair Value of Hedging Instruments as of December 31, 2020
	Designated Hedging Instruments (in millions)								Non-Designated Hedging Instruments (in millions)
Balance Sheet Location		Commodity Contracts		Foreign Currency Contracts		Interest Rate Contracts	Total			Commodity Contracts		Foreign Currency Contracts		Interest Rate Contracts	Total
Accounts receivable, net	$	50	$	7	$	—	$	57	$	3	$	4	$	—	$	7
Other assets		4		—		—		4		—		1		—		1
Assets		54		7		—		61		3		5		—		8
Accounts payable and accrued liabilities		4		12		—		16		1		8		—		9
Non-current liabilities		2		—		—		2		—		2		—		2
Liabilities		6		12		—		18		1		10		—		11
Net (Liabilities)/Assets	$	48	$	(5)	$	—	$	43	$	2	$	(5)	$	—	$	(3)


Line item in the statement of financial position in which the hedged item is included (in millions)	Carrying Amount of the Hedged Assets/(Liabilities)				Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of Hedged Assets/(Liabilities)
Balance sheet date as of	December 31, 2020		December 31, 2019		December 31, 2020		December 31, 2019
Interest Rate Contracts:
Long-Term Debt	$	—	$	(201)	$	—	$	(1)


Derivatives in Cash Flow Hedging Relationships	Gains (Losses) Recognized in OCI on Derivatives						Income Statement	Gains (Losses) Reclassified from AOCI into Income
(in millions)	Year Ended December 31,						Location	Year Ended December 31,
	2020		2019		2018			2020		2019		2018
Commodity contracts	$	17	$	(24)	$	8	Cost of sales	$	(62)	$	(12)	$	(6)
Foreign currency contracts		(7)		5		—	Net sales/cost of sales		(2)		—		1
Interest rate contracts		(5)		—		—	Financing costs, net		(1)		(2)		(1)
Total	$	5	$	(19)	$	8		$	(65)	$	(14)	$	(6)


Derivatives in Cash Flow Hedging Relationships	Gains (Losses) Recognized in OCL on Derivatives						Income Statement Location	Gains (Losses) Reclassified from AOCL into Income
	2023		2022		2021			2023		2022		2021
Commodity contracts	$	(161)	$	202	$	218	Cost of sales	$	(87)	$	261	$	211
Foreign currency contracts	10		8		—		Net sales/Cost of sales	10		7		(1)
Interest rate contracts	—		—		—		Financing costs	(1)		—		(1)
Total	$	(151)	$	210	$	218		$	(78)	$	268	$	209


	December 31, 2020				December 31, 2019
	Carrying		Fair		Carrying		Fair
(in millions)	Amount		Value		Amount		Value
2.900% senior notes due June 1, 2030	$	594	$	596	$	—	$	—
3.200% senior notes due October 1, 2026		497		500		497		491
3.900% senior notes due June 1, 2050		390		395		—		—
4.625% senior notes due November 1, 2020		—		—		400		399
6.625% senior notes due April 15, 2037		253		246		253		246
5.620% senior notes due March 25, 2020		—		—		200		200
Term loan credit agreement due April 12, 2021		—		—		405		405
Other long-term borrowings		14		14		—		—
Revolving credit facility		—		—		10		10
Fair value adjustment related to hedged fixed rate debt instrument		—		—		1		—
Total long-term debt		1,748		1,751		1,766		1,751
Term loan credit agreement due April 12, 2021		380		380		—		—
Other short-term borrowings		58		58		82		82
Total short-term borrowings		438		438		82		82
Total debt	$	2,186	$	2,189	$	1,848	$	1,833


Lease Cost	Year Ended December 31,		Year Ended December 31,
(in millions)	2020		2019
Operating lease cost	$	58	$	55
Variable operating lease cost		29		24
Short term lease cost		4		3
Lease cost	$	91	$	82


Operating Leases	As of
(in millions)	December 31, 2020
2021	$	51
2022		43
2023		33
2024		23
2025		15
Thereafter		37
Total future lease payments		202
Less imputed interest		20
Present value of future lease payments		182
Less current lease liabilities		46
Non-current operating lease liabilities	$	136
Operating lease assets	$	173


Other Information	Year Ended December 31,			Year Ended December 31,
($ in millions)	2020			2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	60		$	55
Right-of-use assets obtained in exchange for lease liabilities:
Operating leases	$	76		$	212
	As of			As of
	December 31, 2020			December 31, 2019
Weighted average remaining lease term:
Operating leases		5.5 years			5.5 years
Weighted average discount rate:
Operating leases		4.9	%		5.7	%


	U.S. Plans				Non-U.S. Plans
(in millions)	2020		2019		2020		2019
Benefit obligation
At January 1	$	387	$	357	$	254	$	223
Service cost		5		5		4		3
Interest cost		11		14		10		10
Benefits paid		(23)		(28)		(12)		(11)
Actuarial loss (gain)		29		39		14		24
Curtailment/settlement/amendments		—		—		—		(2)
Foreign currency translation		—		—		5		7
Benefit obligation at December 31	$	409	$	387	$	275	$	254

Fair value of plan assets
At January 1	$	408	$	353	$	231	$	207
Actual return on plan assets		53		82		22		24
Employer contributions		1		1		4		7
Benefits paid		(23)		(28)		(12)		(11)
Plan settlements		—		—		—		(3)
Foreign currency translation		—		—		4		7
Fair value of plan assets at December 31	$	439	$	408	$	249	$	231

Funded status	$	30	$	21	$	(26)	$	(23)

~~Janet M. Bawcom~~

Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer since April 15, 2019. Prior to assuming her current position, Ms. Bawcom served as Senior Vice President, Corporate, Securities & Finance Counsel and Assistant Secretary for Dell Technologies Inc. During her 20-year career at Dell, Ms. Bawcom held numerous senior-level legal positions and had responsibility for M&A, board governance, corporate securities, public reporting and capital markets. Prior to joining Dell, she was in private legal practice in Dallas, Texas. Ms. Bawcom holds a bachelor’s degree in business administration from the University of Oklahoma and a Juris Doctor degree from Southern Methodist University, where she also served on the board of editors of The Journal of Air Law and Commerce. Ms. Bawcom is a member of the Board of Advisors for the University of Oklahoma Price College of Business.

~~Anthony P. DeLio~~

Chief Executive Officer, PureCircle since October 1, 2020. Prior to assuming his current position, Mr. DeLio served as Senior Vice President, Corporate Strategy and Chief Innovation Officer from March 1, 2018 to September 30, 2020 and Senior Vice President and Chief Innovation Officer from January 1, 2014 to February 28, 2018. Mr. DeLio served as Vice President, Global Innovation from November 4, 2010 to December 31, 2013, and as Vice President, Global Innovation for National Starch (acquired by Ingredion October 1, 2010) from January 1, 2009 to November 3, 2010. Mr. DeLio served as Vice President and General Manager, North America, of National Starch from February 26, 2006 to December 31, 2008. Prior to that, he served as Associate Vice Chancellor of Research at the University of Illinois at Urbana-Champaign from August 2004 to February 2006. Previously, Mr. DeLio served as Corporate Vice President of Marketing and External Relations of ADM, one of the world’s largest processors of oilseeds, corn, wheat, cocoa and other agricultural commodities and a leading manufacturer of protein meal, vegetable oil, corn sweeteners, flour, biodiesel, ethanol and other value-added food and feed ingredients, from October 2002 to October 2003. Prior to that, Mr. DeLio was President of the Protein Specialties and Nutraceutical Divisions of ADM from September 2000 to October 2002 and President of the Nutraceutical Division of ADM from June 1999 to September 2001. He held various senior product development positions with Mars, Inc. from 1980 to May 1999. Mr. DeLio currently serves as a Director of Clara Foods. Mr. DeLio holds a Bachelor of Science degree in chemical engineering from Rensselaer Polytechnic Institute.