
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	INGR	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files).

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.


Large accelerated filer ☒	x	Accelerated filer ☐	o

Non-accelerated filer ☐ (Do not check if a smaller reporting company)	o	Smaller reporting company ☐	o

		Emerging growth company ☐	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐o No ☒

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Table of Contents

INGREDION INCORPORATED

FORM 10-Q

TABLE OF CONTENTS

Table of Contents

PART II. FINANCIAL INFORMATION

ITEM 1

1. FINANCIAL STATEMENTS

Ingredion Incorporated ~~(“Ingredion”)~~

Condensed Consolidated Statements of Income

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
(in millions, except per share amounts)	2017		2016		2017		2016		(in millions, except per share amounts)	2023		2022		2023		2022
Net sales before shipping and handling costs	$	1,574	$	1,569	$	4,653	$	4,537
Less: shipping and handling costs		89		80		258		233
Net sales		1,485		1,489		4,395		4,304	Net sales	$	2,033	$	2,023	$	6,239	$	5,959
Cost of sales		1,097		1,120		3,282		3,241	Cost of sales	1,612		1,649		4,890		4,816
Gross profit		388		369		1,113		1,063	Gross profit	421		374		1,349		1,143

Operating expenses		152		149		458		431	Operating expenses	203		180		578		528
Other income, net		(4)		(3)		(7)		(2)
Other operating (income) expense									Other operating (income) expense	(5)		10		6		4
Restructuring/impairment charges		7		2		23		15	Restructuring/impairment charges	10		2		10		6

Operating income		233		221		639		619	Operating income	213		182		755		605

Financing costs, net		16		15		57		48
Financing costs									Financing costs	26		24		88		65
Other non-operating expense (income)									Other non-operating expense (income)	2		(3)		4		(4)

Income before income taxes		217		206		582		571	Income before income taxes	185		161		663		544
Provision for income taxes		48		60		153		172	Provision for income taxes	25		52		145		157
Net income		169		146		429		399	Net income	160		109		518		387
Less: Net income attributable to non-controlling interests		3		3		9		8	Less: Net income attributable to non-controlling interests	2		3		6		9
Net income attributable to Ingredion	$	166	$	143	$	420	$	391	Net income attributable to Ingredion	$	158	$	106	$	512	$	378

Weighted average common shares outstanding:									Weighted average common shares outstanding:
Basic		71.9		72.5		72.0		72.2	Basic	66.0		65.8		66.1		66.4
Diluted		73.3		74.3		73.4		74.0	Diluted	67.0		66.6		67.1		67.1

Earnings per common share of Ingredion:									Earnings per common share of Ingredion:
Basic	$	2.31	$	1.98	$	5.83	$	5.42	Basic	$	2.39	$	1.61	$	7.75	$	5.69
Diluted	$	2.26	$	1.93	$	5.72	$	5.29	Diluted	$	2.36	$	1.59	$	7.63	$	5.63

See the Notes to the Condensed Consolidated Financial ~~Statements~~

Statements.

~~PART I FINANCIAL INFORMATION~~

~~ITEM 1~~

~~FINANCIAL STATEMENTS~~

Table of Contents

Ingredion Incorporated ~~(“Ingredion”)~~

Condensed Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended

Nine Months Ended

September 30,

September 30,

(in millions)

2017

2016

2017

2016

Net income

$
169

$
146

$
429

$
399

Other comprehensive income:

Losses on cash-flow hedges, net of income tax effect of $6, $9, $2, and $9, respectively

(10)

(18)

(2)

(15)

Losses on cash-flow hedges reclassified to earnings, net of income tax effect of $1, $2, $- and $9, respectively

—

4

1

18

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

—

—

1

(4)

(Gains) losses related to pension and other postretirement obligations reclassified to earnings, net of income tax effect

—

—

(1)

1

Unrealized gains on investments, net of income tax effect

—

—

1

—

Currency translation adjustment

30

9

62

68

Comprehensive income

189

141

491

467

Less: Comprehensive income attributable to non-controlling interests

3

3

9

8

Comprehensive income attributable to Ingredion

$
186

$
138

$
482

$
459


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2023		2022		2023		2022
Net income	$	160	$	109	$	518	$	387
Other comprehensive income:
(Losses) gains on cash flow hedges, net of income tax effect of $1, $19, $32 and $66, respectively	(5)		56		(91)		188
Losses (gains) on cash flow hedges reclassified to earnings, net of income tax effect of $10, $18, $11 and $52, respectively	24		(55)		25		(149)
(Losses) on pension and other postretirement obligations, net of income tax effect of $—, $—, $1, and $—, respectively	—		—		(1)		—
Losses related to pension and other postretirement obligations reclassified to earnings, net of income tax effect of $—	1		1		1		1
Currency translation adjustment	(45)		(114)		(30)		(195)
Comprehensive income (loss)	135		(3)		422		232
Less: Comprehensive income (loss) attributable to non-controlling interests	2		(2)		(2)		(4)
Comprehensive income (loss) attributable to Ingredion	$	133	$	(1)	$	424	$	236

See the Notes to the Condensed Consolidated Financial ~~Statements~~

Statements.

~~PART I FINANCIAL INFORMATION~~

~~ITEM 1~~

~~FINANCIAL STATEMENTS~~

Table of Contents

Ingredion Incorporated ~~(“Ingredion”)~~

Condensed Consolidated Balance Sheets

See the Notes to the Condensed Consolidated Financial ~~Statements~~

Statements.

~~PART I FINANCIAL INFORMATION~~

~~ITEM 1~~

~~FINANCIAL STATEMENTS~~

Table of Contents

Ingredion Incorporated ~~(“Ingredion”)~~

Condensed Consolidated Statements of Equity and Redeemable Equity

See the Notes to the Condensed Consolidated Financial Statements.

Ingredion Incorporated

Condensed Consolidated Statements of Cash Flows


	Nine Months Ended September 30,
(in millions)	2023		2022
Cash provided by operating activities
Net income	$	518	$	387
Non-cash charges to net income:
Depreciation and amortization	165		160
Mechanical stores expense	48		42
Deferred income taxes	(7)		(3)
Other non-cash charges	52		41
Changes in working capital:
Accounts receivable and prepaid expenses	(6)		(276)
Inventories	61		(401)
Accounts payable and accrued liabilities	(173)		99
Margin accounts	2		(11)
Other	(13)		42
Cash provided by operating activities	647		80

Cash used for investing activities
Capital expenditures and mechanical stores purchases	(233)		(203)
Proceeds from disposal of manufacturing facilities and properties	2		7
Payments for acquisitions, net of cash acquired	—		(7)
Other	(11)		1
Cash used for investing activities	(242)		(202)

Cash (used for) provided by financing activities
Proceeds from borrowings	636		376
Payments on debt	(652)		(342)
Commercial paper borrowings, net	(57)		372
Repurchases of common stock, net	(101)		(112)
Issuances of common stock for share-based compensation, net	18		1
Purchases of non-controlling interests	(2)		(40)
Dividends paid, including to non-controlling interests	(143)		(133)
Cash (used for) provided by financing activities	(301)		122

Effects of foreign exchange rate changes on cash	(5)		(34)

Increase (decrease) in cash and cash equivalents	99		(34)

Cash and cash equivalents, beginning of period	236		328

Cash and cash equivalents, end of period	$	335	$	294

See the Notes to the Condensed Consolidated Financial Statements.

Ingredion Incorporated

Notes to Condensed Consolidated Financial Statements

~~PART I FINANCIAL INFORMATION~~

~~ITEM 1~~

~~FINANCIAL STATEMENTS~~

~~Ingredion Incorporated (“Ingredion”)~~

~~Condensed Consolidated Statements of Cash Flows~~

~~(Unaudited)~~

Nine Months Ended

September 30,

(in millions)

2017

2016

Cash provided by operating activities

Net income

$
429

$
399

Non-cash charges to net income:

Depreciation and amortization

156

146

Charge for fair value markup of acquired inventory

9

—

Other

54

59

Changes in working capital:

Accounts receivable and prepaid expenses

15

(56)

Inventories

(33)

(8)

Accounts payable and accrued liabilities

(92)

18

Decrease in margin accounts

10

1

Other

(24)

(17)

Cash provided by operating activities

524

542

Cash used for investing activities

Capital expenditures, net of proceeds on disposals

(222)

(197)

Short-term investments

(9)

(7)

Payments for acquisitions

(13)

—

Cash used for investing activities

(244)

(204)

Cash used for financing activities

Proceeds from borrowings

1,085

793

Payments on debt

(1,164)

(742)

Debt issuance costs

—

(4)

(Repurchase) issuance of common stock, net

(120)

21

Dividends paid (including to non-controlling interests)

(120)

(103)

Cash used for financing activities

(319)

(35)

Effects of foreign exchange rate changes on cash

18

14

(Decrease) increase in cash and cash equivalents

(21)

317

Cash and cash equivalents, beginning of period

512

434

Cash and cash equivalents, end of period

$
491

$
751

~~See Notes to Condensed Consolidated Financial Statements~~

~~INGREDION INCORPORATED (“Ingredion”)~~

~~Notes to Condensed Consolidated Financial Statements~~

1. Interim Financial Statements

References to the ~~“Company” are to~~“Company,” “Ingredion,” “we,” “us,” and “our” shall mean Ingredion Incorporated (“Ingredion”) individually and together with its consolidated subsidiaries. These statements should be read in conjunction with the consolidated financial statements and the related notes to those statements contained in ~~the Company’s~~Ingredion’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~

2022.

The unaudited Condensed Consolidated Financial Statements as of September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022 included herein were prepared by management on the same basis as ~~the Company’s~~Ingredion’s audited Consolidated Financial Statements for the year ended December 31, ~~2016~~2022 and reflect all adjustments (consisting solely of normal recurring items unless otherwise noted) ~~which~~that are, in the opinion of management, necessary for the fair presentation of ~~results~~the Condensed Consolidated Statements of ~~operations~~Income, Condensed Consolidated Statements of Comprehensive Income (Loss), Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Equity and ~~cash flows for the interim periods ended September 30, 2017~~Redeemable Equity, and ~~2016, and the financial position~~Condensed Consolidated Statements of ~~the Company as of September 30, 2017.~~Cash Flows. The results for the interim ~~periods~~period are not necessarily indicative of the results expected for the full ~~years.~~

year or any other future period.

2. ~~Recently Adopted~~Summary of Significant Accounting Standards and Policies

For detailed information about Ingredion’s significant accounting standards and policies, see Note 1 of the Notes to the Consolidated Financial Statements included in Ingredion’s Annual Report on Form 10-K for the year ended December 31, 2022.

New Accounting Standards

~~Recently Adopted Accounting Standards:~~

In ~~July 2015,~~March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)No. ~~2015-11, Inventory~~2020-04, Reference Rate Reform (Topic ~~330)~~848): ~~Simplifying~~Facilitation of the ~~Measurement~~Effects of ~~Inventory. This Update requires an entity~~Reference Rate Reform on Financial Reporting. The amendments in this update provide optional guidance for a limited period of time to ~~measure inventory~~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 ~~lower~~beginning of ~~cost and net realizable value, removing the consideration of current replacement cost. It is effective for~~our 2023 fiscal ~~years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. We adopted this Update in the current~~ year and itthis ASU did not have a material impact on our ~~audited~~ Condensed Consolidated Financial Statements.

~~New Accounting Standards:~~

In ~~May 2014,~~September 2022, the FASB issued ASU No. ~~2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606)~~2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. The amendments require filers to disclose information about supplier finance programs that introduces a new five-step revenue recognition model in which an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires disclosuresis sufficient to ~~enable~~allow financial statement users to understand their nature, activity during the ~~nature, amount, timing,~~period, changes from period to period and ~~uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative disclosures about contracts with customers, significant judgments and changes~~potential magnitude. The amendments in ~~judgments, and assets recognized from~~this update are effective for annual periods beginning after December 15, 2022, except for the costs to obtain or fulfill a contract. The FASB has also issued additional ASUs to provide further updates and clarification to this Update, including ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20. This standardamendment on rollforward information, which is effective for fiscal years beginning after December 15, ~~2017, including interim periods within that reporting period.~~2023. We ~~plan~~adopted the updates to the standard at the beginning of our 2023 fiscal year and will adopt the ~~standard as of~~amendment on rollforward information in the effective date. The standard will allow various transition approaches upon adoption. We plan to use the modified retrospective approach for the transition to the new standard. Based on the analysis performed by the Company to date, our assessment is that the adoption of the guidance in this Update isfuture. These updates did not ~~expected to~~ have a material impact to our Condensed Consolidated Balance Sheets. The disclosure required by the recently adopted accounting standard is reflected in Note 13 of the Notes to Condensed Consolidated Financial Statements. We are currently assessing the impact of the rollforward information amendment on ~~the Company’s revenue recognition timing or amounts, as we have not identified any changes to the recognition of revenue for existing customer contracts.~~

our Condensed Consolidated Financial Statements.

In ~~February 2016,~~August 2023, the FASB issued ASU No. ~~2016-02,~~ ~~Leases (Topic 842),~~ ~~which supersedes Topic 840, Leases. This Update increases the transparency~~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 ~~comparability of organizations by recognizing lease~~initially measure its assets and ~~lease~~ 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 balance sheet for leases longer than 12 months and disclosing key information about leasing arrangements. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed. This Update is effective for annual periods beginning after December 15, 2018, with early adoption permitted.amendments retrospectively. We ~~currently~~ plan to adopt this ASU on a prospective basis at the ~~standard as~~beginning of ~~the effective date. Adoption~~our 2025 fiscal year and do not believe it will ~~require a modified retrospective approach for the transition. We expect the adoption of the guidance in this Update to~~ have a material impact on our Consolidated Balance Sheet as operating leases will be recognized both as assets and liabilities on the Consolidated Balance Sheet. We are in the process of quantifying the magnitude of these changes and assessing the implementation approach for accounting for these changes.

~~In January 2017, the FASB issued ASU No. 2017-04,~~ ~~Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment~~. This Update simplifies the subsequent measurement of Goodwill as the Update eliminates Step 2 from the goodwill impairment test. Instead, under the Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with 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,

with the loss recognized not to exceed the total amount of goodwill allocated to that reporting unit. This Update is effective for annual periods beginning after December 15, 2019, with early adoption permitted.

~~In March 2017, the FASB issued ASU No. 2017-07,~~ ~~Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost~~. This Update requires an entity to change the classification of the net periodic benefit cost for pension and postretirement plans within the statement of income by eliminating the ability to net all of the components of the costs together within operating income. The Update will require the service cost component to continue to be presented within operating income, classified within either cost of sales or operating expenses depending on the employees covered within the plan. The remaining components of the net periodic benefit cost, however, must be presented in the statement of income as a non-operating income (loss) below operating income. The Update is effective for annual periods beginning after December 15, 2017, with early adoption permitted only within the first interim period for public entities. We plan to adopt this Update in 2018. When adopted, the new guidance must be applied retrospectively for all income statement periods presented. The Update will reduce the Company’s operating income and will require a new financial statement line item below operating income within the Condensed Consolidated ~~Statements~~Financial Statements.

PureCircle Non-Controlling Interests

During the quarter ended September 30, 2023, Ingredion purchased shares from minority shareholders in PureCircle Limited (“PureCircle”) for ~~the non-operating income (loss) components. Net income within the Condensed Consolidated Statements of Income will not change upon adoption of the Update.~~

~~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. ~~We are in the process of assessing the effects of these updates including potential changes to existing hedging arrangement, as well as the implementation approach for accounting for these changes.~~

3. ~~Acquisitions~~

~~On March 9, 2017, the Company completed its acquisition of Sun Flour Industry Co., Ltd. (“Sun Flour”) in Thailand for $18~~$2 million. Upon closing, the Company paid $13 million in cash and recorded $5 million in accrued liabilities for deferred payments due to the previous owner. The Company funded the acquisition primarily with cash on hand. The acquisition of Sun Flour adds a fourth manufacturing facility toThese purchases increased our ~~operations in Thailand. Sun Flour produces rice-based ingredients used primarily in the food industry. The results of the acquired operation are included in the Company’s consolidated results~~ownership percentage from ~~the acquisition date forward within the Asia Pacific business segment.~~

On December 29, 2016, the Company completed its acquisition of TIC Gums Incorporated (“TIC Gums”), a privately held, U.S.-based company that provides advanced texture systems to the food and beverage industry, for $396 million, net of cash acquired. The acquisition adds a manufacturing facility in both the U.S. and China. The Company funded the acquisition with proceeds from borrowings under its revolving credit agreement. The results of the acquired operations are included in the Company’s consolidated results from the respective acquisition dates forward within the North America and Asia Pacific business segments.

On November 29, 2016, the Company completed its acquisition of Shandong Huanong Specialty Corn Development Co., Ltd. (“Shandong Huanong”) in China for $12 million in cash. The Company funded the acquisition primarily with cash on hand. The acquisition of Shandong Huanong, located in Shandong Province, adds second manufacturing facility to our operations in China. It produces starch raw material for our plant in Shanghai, which makes value-added ingredients for the food industry. The results of the acquired operation are included in the Company’s consolidated results from the acquisition date forward within the Asia Pacific 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 assets acquired and liabilities assumed for each acquisition in the transactions are generally recorded at their estimated acquisition date fair values, while transaction costs associated with the acquisitions were expensed as incurred.

The purchase accounting for TIC Gums is still open, pending finalization of goodwill and taxes. All of the recorded assets and liabilities, including working capital, property, plant and equipment (“PP&E”), goodwill, and intangibles, are open for performing purchase accounting adjustments for Sun Flour. Purchase accounting adjustments for Shandong Huanong remain open to finalize the valuation of intangible assets.

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 acquisitions. The goodwill related to TIC Gums and Shandong Huanong is tax deductible due to the structure of the acquisitions. The goodwill related to Sun Flour is not tax deductible.

~~The following table summarizes the preliminary purchase price allocation for the acquisition of TIC Gums~~87 percent as of December ~~29, 2016:~~

Preliminary

(in millions)

TIC Gums

Working capital (excluding cash)

$
49

Property, plant and equipment

37

Identifiable intangible assets

133

Goodwill

177

Total purchase price, net of cash

$
396

The identifiable intangible assets for the acquisition of TIC Gums included items such as customer relationships, trade names, and proprietary technology. The fair values of these intangible assets were determined31, 2022 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. The following table presents the fair values, valuation techniques, and estimated remaining useful life at the acquisition date for these Level 3 measurements (dollars in millions):

Estimated

Fair Value

Valuation Technique

Useful Life
Customer relationships

$
94

Multi-period excess earnings method

20 years
Trade names

35

Relief-from-royalty method

Indefinite
Proprietary technology

4

Relief-from-royalty method

8 years

~~The acquisitions of Sun Flour and Shandong Huanong added $21 million to goodwill and identifiable intangible assets and $9 million to net tangible assets~~88 percent as of ~~their respective acquisition dates.~~

~~Included in the results of the acquired businesses for the nine months ended~~ September 30, 2017 was an increase in cost of sales of $9 million relating to the sale of inventory that was adjusted to fair value at the acquisition dates for each acquired business in accordance with business combination accounting rules. The fair value adjustments for the three months ended September 30, 2017 had no effect on cost of sales.

Pro-forma results of operations for the acquisitions made in 2017 and 2016 have not been presented as the effect of each acquisition individually and in aggregate would not be material to the Company’s results of operations for any periods presented.

~~The Company incurred $1 million and $3 million of pre-tax acquisition and integration costs for~~2023.

During the three and nine months ended September 30, ~~2017, respectively, associated with its recent acquisitions. In 2016,~~2022, Ingredion purchased shares from minority shareholders in PureCircle for $13 million and $40 million, respectively. These purchases increased our ownership percentage in PureCircle from 75 percent as of December 31, 2021, to 85 percent as of September 30, 2022.

On December 1, 2022, we acquired a 65 percent controlling interest in Mannitab Pharma Specialties Private Limited (“Mannitab”), an Indian manufacturer of spray dried and fine grade mannitol, for $22 million. We agreed to acquire the ~~Company incurred $2~~remaining 35 percent of Mannitab on or before March 2026. We recorded $19 million of ~~pre-tax~~goodwill and $9 million of definite-lived intangible assets on our Condensed Consolidated Financial Statements to reflect our controlling interest in Mannitab. Beginning at the acquisition date, our Condensed Consolidated Financial Statements reflect the effects of the acquisition and ~~integration costs~~Mannitab’s financial results, which we report in our Asia-Pacific reportable business segment.

On August 1, 2022, we acquired Amishi Drugs and Chemicals Private Limited (“Amishi”) for the nine months ended September 30, 2016 associated with the 2015 acquisitions of Kerr Concentrates, Inc. and Penford Corporation. Pre-tax acquisition and integration costs incurred for the three months ended September 30, 2016 were not significant.

4. ~~Impairment and Restructuring Charges~~

~~For the three and nine months ended September 30, 2017, the Company recorded~~ $7 million, and $23 million, respectively, of pre-tax restructuring charges. During the first quarter of 2017, the Company implemented an organizational restructuring effort in Argentina in order to achieve a more competitive cost position. The Company notified the local labor union of a planned reduction in workforce, which resulted in a strike by the labor union and an interruption of manufacturing activities during the second quarter of 2017. The Company finalized a new labor agreement with the labor union in the second quarter, ending the strike on June 1, 2017. For the nine months ended September 30, 2017, the Company recorded total pre-tax restructuring-related charges in Argentina of $17 million for employee-related severance and other costs. No additional charges were recorded for the three months ended September 30, 2017.

During the second quarter of 2017, the Company announced a Finance Transformation initiative in North America for the U.S. and Canada businesses to strengthen organizational capabilities and drive efficiencies to support the growth strategy of the Company. For the three and nine months ended September 30, 2017, the Company recorded pre-tax restructuring charges of $4 million ($3 million of severance costs and $1 million of other costs) and $5 million ($3 million of severance costs and $2 million of other costs), respectively, related to this initiative. The Company expects to incur between $3 ~~million and $~~5 ~~million of employee-related severance and other costs in the fourth quarter of 2017 and between $1 million and $2 million in 2018 related to this initiative.~~

~~Additionally, for the three months ended September 30, 2017, the Company recorded~~added $3 million of ~~other pre-tax restructuring costs including employee-related severance costs~~goodwill and intangible assets to our Condensed Consolidated Financial Statements. Amishi is an Indian manufacturer of chemically modified starch-based pharmaceutical excipients. Beginning at the acquisition date, our Condensed Consolidated Financial Statements reflect the effects of the acquisition and Amishi’s financial results, which we report in ~~North America. For~~our Asia-Pacific reportable business segment.

4. Intangible Assets

Goodwill represents the ~~nine months ended~~excess of the cost of an acquired entity over the fair value assigned to identifiable assets acquired and liabilities assumed.

The original carrying value of goodwill and accumulated impairment charges by reportable business segment at September 30, ~~2017,~~2023 are as follows:


(in millions)	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 December 31, 2022	622		16		190		72		900
Acquisition	—		—		19		—		19
Currency translation	—		1		(11)		(1)		(11)
Balance at September 30, 2023	$	622	$	17	$	198	$	71	$	908

The following table summarizes the ~~Company recorded $1 million~~balances of ~~other pre-tax restructuring charges including other employee-related severance costs~~Ingredion’s indefinite-lived intangible assets as of:


(in millions)	September 30, 2023		December 31, 2022
Trademarks/tradenames	$	143	$	143

Ingredion assesses goodwill and indefinite-lived intangible assets for impairment annually (or more frequently if impairment indicators arise). Based on the results of our assessment as of July 1, 2023, there were no impairments in ~~North America and a refinement~~our goodwill or indefinite-lived intangible assets.

Investments consisted of the following as of:


(in millions)	September 30, 2023		December 31, 2022
Equity investments	$	27	$	23
Equity method investments	101		113
Marketable securities	4		3
Total investments	$	132	$	139

Our investments classified as equity investments do not have readily determinable fair values. Beginning on the dates we entered into the agreements for ~~prior year restructuring activities.~~

equity method investments, our share of income from them is included within Other operating (income) expense in the Condensed Consolidated Statements of Income. During the third quarter of ~~2016,~~2023, we recorded a $10 million other-than-temporary-impairment on our equity method investments, included in Restructuring/impairment charges in the ~~Company recorded $2 million~~Condensed Consolidated Statements of ~~restructuring charges for employee-related severance~~Income.

Argentina Joint Venture

On February 12, 2021, Ingredion 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 to sell value-added ingredients to customers in the food, beverage, pharmaceutical and other ~~costs due~~industries in Argentina, Chile and Uruguay. Ingredion and Grupo Arcor have completed all closing conditions, pending customary antitrust review, to combine the ~~execution of global information technology (“IT”) outsourcing contracts. For~~manufacturing facilities, finalize the ~~nine months ended September 30, 2016,~~transaction and formally establish the Company recorded $15 million of restructuring charges consisting of $10 million of employee-related severance and other costs due to the execution of global IT outsourcing contracts, $3 million of employee-related severance costs associated with the Company’s optimization initiative in South America and $2 million of costs attributable to the 2015 Port Colborne plant sale.

~~A summary of the Company’s severance accrual as of September 30, 2017 is as follows (in millions):~~

Balance in severance accrual as of December 31, 2016

$
7

Restructuring charge for employee-related severance costs:

Argentina

15

North America Finance Transformation

3

Other

2

Prior year restructuring activities

(2)

Payments made to terminated employees

(14)

Balance in severance accrual as of September 30, 2017

$
11

~~Of the $11 million severance accrual as of September 30, 2017, $9 million is expected to be paid in the next 12 months.~~

5. ~~Segment Information~~

~~The Company is principally engaged in the production and sale of starches and sweeteners for a wide range of industries, and~~Argentina joint venture, which is managed ~~geographically on~~by a regional basis. The Company’s operations are classified into four reportable business segments: North America, South America, Asia Pacific and Europe, Middle East and Africa (“EMEA”). Its North America segment includes businesses in the U.S., Canada and Mexico. The Company’s South America segment includes businesses in Brazil, Colombia, Ecuador and the Southern Conejointly appointed team of South America, which includes Argentina, Chile, Peru and Uruguay. Its Asia Pacific segment includes businesses in South Korea, Thailand, China, Japan, Indonesia, the Philippines, Singapore, Malaysia, India, Australia and New Zealand. The Company’s EMEA segment includes businesses in Germany, the United Kingdom, Pakistan, South Africa and Kenya. The Company does not aggregate its operating segments when determining its reportable segments. Net sales by product are not presented because to do so would be impracticable.

executives.

Three Months Ended

Nine Months Ended

September 30,

September 30,

(in millions)

2017

2016

2017

2016

Net sales to unaffiliated customers:

North America

$
903

$
899

$
2,689

$
2,634

South America

257

276

740

731

Asia Pacific

189

185

555

534

EMEA

136

129

411

405

Total

$
1,485

$
1,489

$
4,395

$
4,304

Operating income:

North America

$
179

$
164

$
520

$
474

South America

26

27

44

59

Asia Pacific

29

29

88

87

EMEA

26

25

83

80

Corporate

(19)

(22)

(61)

(64)

Subtotal

241

223

674

636

Restructuring charges

(7)

(2)

(23)

(15)

Acquisition/integration costs

(1)

—

(3)

(2)

Charge for fair value markup of acquired inventory

—

—

(9)

—

Total

$
233

$
221

$
639

$
619

As of

As of

(in millions)

September 30, 2017

December 31, 2016

Total assets

North America

$
3,699

$
3,796

South America

877

809

Asia Pacific

796

697

EMEA

521

480

Total

$
5,893

$
5,782

6. ~~Financial~~Derivative Instruments ~~Derivatives~~ and Hedging Activities

~~The Company is~~

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, ~~the Company~~we actively ~~manages its~~manage our exposure to these market risks by entering ~~into~~ various hedging transactions authorized under established policies that place ~~clear~~ controls on these activities. These transactions utilize exchange-traded derivatives or over-the-counter derivatives with investment grade counterparties. ~~Derivative~~We use derivative financial instruments ~~currently used by the Company~~that consist of commodity-related futures, options and swap contracts, foreign currency-related forward contracts, interest rate swaps and ~~Treasury lock agreements~~treasury locks (“T-Locks”).

Commodity price hedging: ~~The Company’s~~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 that we intend to ~~be used~~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, ~~the Company uses~~we use corn futures and ~~options~~option contracts that trade on regulated commodity exchanges to ~~lock-in its~~lock in corn costs associated with ~~firm-priced~~fixed-priced customer sales contracts. ~~The Company uses~~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 ~~its~~our natural gas ~~usage in North America.~~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 hedges. The Company also enters into futures contracts~~cash flow hedging instruments.

For certain corn derivative instruments that are not designated as hedging instruments for accounting purposes, all realized and unrealized gains and losses from these instruments are recognized in cost of sales during each accounting period. We enter these derivative instruments to ~~hedge~~further mitigate commodity price risk ~~associated with fluctuations in~~related to anticipated purchases of corn. During the ~~market price of ethanol. Unrealized~~three and nine months ended September 30, 2023, we recognized an insignificant amount and a $1 million gain, respectively, on non-designated commodity contracts. During the three and nine months ended September 30, 2022, we recognized a $3 million gain and $2 million gain, respectively, on non-designated commodity contracts.

For commodity hedges designated as cash flow hedges, unrealized gains and losses associated with marking the commodity 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 Condensed Consolidated Balance Sheets as part of accumulated other comprehensive ~~income/~~

loss (“~~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~~We assess 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. ~~The amounts representing~~Gains and losses from cash flow hedging instruments reclassified from AOCL to earnings are reported as Cash provided by operating activities on the ~~ineffectiveness~~Condensed Consolidated Statements of ~~these cash-flow hedges are not significant.~~

AtCash Flows.

We had outstanding futures and option contracts that hedged the forecasted purchase of approximately 58 million and 120 million bushels of corn as of September 30, 2017, AOCI included $5 million of losses (net of income taxes of $4 million), pertaining to commodities-related derivative instruments designated as cash-flow hedges. At December 31, 2016, the amount included in AOCI pertaining to these commodities-related derivative instruments designated as cash-flow hedges was not significant.

~~Interest rate hedging~~: Derivative financial instruments that have been used by the Company to manage its interest rate risk consist of interest rate swaps and T-Locks. The Company has interest rate swap agreements that effectively convert the interest rates on $200 million of its $400 million of 4.625 percent senior notes due November 1, 2020, to variable rates. These swap agreements call for the Company to receive interest at the fixed coupon rate of the respective notes and to pay interest at a variable rate based on the six-month U.S. dollar LIBOR rate plus a spread. The Company has designated these interest rate swap agreements as hedges of the changes in fair value of the underlying debt obligations attributable to changes in interest rates and accounts for them as fair-value hedges. Changes in the 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 gain or loss (the change in fair value) of the hedged debt instrument that is attributable to changes in interest rates (the hedged risk), which is also recognized in earnings. The fair value of these interest rate swap agreements at September 30, 20172023 and December 31, ~~2016 was $3~~2022, respectively. We also had outstanding swap contracts that hedged the forecasted purchase of approximately 30 million and $331 million ~~respectively, and is reflected in the Condensed Consolidated Balance Sheets within other assets, with an offsetting amount recorded in long-term debt to adjust the carrying amount~~mmbtus of ~~the hedged debt obligations. The Company did not have any T-Locks outstanding at~~natural gas as of September 30, ~~2017 or~~2023 and December 31, ~~2016.~~

At September 30, 2017, AOCI included $3 million of losses (net of income taxes of $2 million), related to settled T-Locks. At December 31, 2016, AOCI included $4 million of losses (net of income taxes of $2 million), related to settled T-Locks. These deferred losses are being amortized to financing costs over the terms of the senior notes with which they are associated.

2022, respectively.

Foreign currency hedging: Due to ~~the Company’s~~our global operations, including operations in many emerging markets, ~~it is~~we are exposed to fluctuations in foreign currency exchange rates. As a result, ~~the Company has~~we have exposure to translational ~~foreign exchange~~foreign-exchange risk when the results of ~~its~~our foreign operations are translated to U.S. dollars and to transactional ~~foreign exchange~~foreign-exchange risk when transactions not denominated in the functional currency are revalued. ~~The Company primarily~~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. At September 30, 2017, the Company had foreign currency forward sales contracts that are designated as fair value hedges with an aggregate notional amount of $447 million and foreign currency forward purchase contracts with an aggregate notional amount of $173 million that hedged transactional exposures. At December 31, 2016, the Company had foreign currency forward sales contracts with an aggregate notional amount of $432 million and foreign currency forward purchase contracts with an aggregate notional amount of $227 million that hedged transactional exposures.

~~The Company also has~~We enter into foreign currency derivative instruments that ~~hedge certain foreign currency transactional exposures and~~ are designated as cash-flow hedges. At September 30, 2017, AOCI included an insignificant amount of losses relating to these hedges. At December 31, 2016, AOCI included $3 million of losses, net of tax, relating to these hedges.

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

Fair Value of Derivative Instruments

Fair Value

Fair Value

Derivatives designated as

   As of

   As of

   As of

   As of

hedging instruments:

Balance Sheet

September 30,

December 31,

Balance Sheet

September 30,

December 31,

(in millions)

Location

2017

2016

Location

2017

2016

Commodity and foreign currency

Accounts receivable, net

$
14

$
31

Accounts payable and accrued liabilities

$
28

$
25

Commodity, foreign currency, and interest rate contracts

Other assets

7

8

Non-current liabilities

7

2

Total

$
21

$
39

$
35

$
27

At September 30, 2017, the Company had outstanding futures and option contracts that hedged the forecasted purchase of approximately 65 million bushels of corn and 20 million pounds of soybean oil. The Company is unable to directly hedge price risk related to co-product sales; however, it occasionally enters into hedges of soybean oil (a competing product to corn oil)as well as instruments not designated as hedging instruments for accounting purposes in order to mitigate ~~the price risk~~transactional foreign-exchange risk. Gains and losses from derivative financial instruments not designated as hedging instruments for accounting purposes are marked to market in earnings during each period.

We hedge certain assets using foreign currency derivatives not designated as hedging instruments, which had a notional value of ~~corn oil sales. The Company also had outstanding swap~~$463 million and ~~option contracts that hedged the forecasted purchase~~$405 million as of ~~approximately 21 million mmbtu’s of natural gas at~~ September 30, ~~2017. Additionally at~~2023 and December 31, 2022, respectively. We also hedge certain liabilities using foreign currency derivatives not designated as hedging instruments, which had a notional value of $238 million and $239 million as of September 30, ~~2017,~~2023 and December 31, 2022, respectively.

We hedge certain assets using foreign currency cash flow hedging instruments, which had a notional value of $594 million and $668 million as of September 30, 2023 and December 31, 2022, respectively. We also hedge certain liability positions using foreign currency cash flow hedging instruments, which had a notional value of $769 million and $840 million as of September 30, 2023 and December 31, 2022, respectively.

Interest rate hedging: 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 ~~Company had~~fair value of existing debt instruments and by evaluating hedging opportunities. Our risk management strategy is to monitor interest rate risk attributable to our outstanding ~~ethanol futures contracts~~and forecasted debt obligations as well as our offsetting hedge positions. Derivative financial instruments that ~~hedged~~we have used to manage our interest rate risk consist of interest rate swaps and T-Locks.

We periodically enter into T-Locks to hedge our exposure to interest rate changes. The T-Locks are designated as hedges of the ~~forecasted sale~~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 ~~approximately 8 million gallons~~the T-Locks are recorded to AOCL until the consummation of ~~ethanol.~~

~~Additional information relating~~the underlying debt offering, at which time any realized gain (loss) is amortized to earnings over the ~~Company’s~~life of the debt. We have settled T-Locks associated with the issuance of our senior notes due in 2030 and 2050. The realized loss upon settlement of these T-Locks was recorded in AOCL and is amortized into earnings over the term of the senior notes. We did not have unsettled T-Locks as of September 30, 2023 and December 31, 2022.

The derivative instruments ~~is presented below:~~

Location of Gains

Amount of Gains (Losses)

(Losses)

Amount of Gains (Losses)

Derivatives in Cash-Flow

Recognized in OCI

Reclassified from

Reclassified from AOCI into Income

Hedging Relationships

Three Months Ended

Three Months Ended

AOCI

Three Months Ended

Three Months Ended

(in millions, pre-tax)

September 30, 2017

September 30, 2016

into Income

September 30, 2017

September 30, 2016

Commodity contracts

$
(18)

$
(27)

Cost of sales

$
—

$
(5)

Foreign currency contracts

2

—

Net sales/Cost of sales

1

—

Interest rate contracts

—

—

Financing costs, net

—

(1)

Total

$
(16)

$
(27)

$
1

$
(6)

Location of Gains

Amount of Gains (Losses)

(Losses)

Amount of Gains (Losses)

Derivatives in Cash-Flow

Recognized in OCI

Reclassified from

Reclassified from AOCI into Income

Hedging Relationships

Nine Months Ended

Nine Months Ended

AOCI

Nine Months Ended

Nine Months Ended

(in millions, pre-tax)

September 30, 2017

September 30, 2016

into Income

September 30, 2017

September 30, 2016

Commodity contracts

$
(7)

$
(25)

Cost of sales

$
(1)

$
(25)

Foreign currency contracts

3

1

Net sales/Cost of sales

1

(1)

Interest rate contracts

—

—

Financing costs, net

(1)

(1)

Total

$
(4)

$
(24)

$
(1)

$
(27)

Atdesignated as cash flow hedges included in AOCL as of September 30, ~~2017, AOCI~~2023 and December 31, 2022 are reflected below:


Derivatives in Cash Flow Hedging Relationships	Gains (Losses) included in AOCL as of
(in millions)	September 30, 2023		December 31, 2022
Commodity contracts, net of income tax effect of $19 and $3, respectively	$	(56)	$	8
Foreign currency contracts, net of income tax effect of $1 and $—, respectively	(1)		1
Interest rate contracts, net of income tax effect of $1	(3)		(3)
Total	$	(60)	$	6

As of September 30, 2023, AOCL included $5$59 million of net losses (net of income taxes of $3$20 million) on commodities-related derivative instruments, T-Locks and foreign currency hedges designated as ~~cash-flow~~cash flow hedges that are expected to be reclassified into earnings during the next 12 months.

The ~~Company expects the losses to be offset by changes~~fair value and balance sheet location of our derivative instruments, presented gross in the ~~underlying commodities costs.~~Condensed Consolidated Balance Sheets, are reflected below:


	Fair Value of Hedging Instruments as of September 30, 2023
	Designated Hedging Instruments (in millions)						Non-Designated Hedging Instruments (in millions)
Balance Sheet Location	Commodity Contracts		Foreign Currency Contracts		Total		Commodity Contracts		Foreign Currency Contracts		Total
Accounts receivable, net	$	5	$	14	$	19	$	1	$	8	$	9
Other assets	1		11		12		—		—		—
Assets	6		25		31		1		8		9
Accounts payable and accrued liabilities	56		19		75		2		7		9
Non-current liabilities	2		4		6		—		1		1
Liabilities	58		23		81		2		8		10
Net Assets/(Liabilities)	$	(52)	$	2	$	(50)	$	(1)	$	—	$	(1)


	Fair Value of Hedging Instruments as of December 31, 2022
	Designated Hedging Instruments (in millions)						Non-Designated Hedging Instruments (in millions)
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)

Additional information relating to our derivative instruments is presented below:


Derivatives in Cash Flow	Gains (Losses) Recognized in AOCL on Derivatives					Gains (Losses) Reclassified from AOCL into Income
Hedging Relationships	Three Months Ended September 30,				Income Statement	Three Months Ended September 30,
(in millions)	2023		2022		Location	2023		2022
Commodity contracts	$	(10)	$	72	Cost of sales	$	(37)	$	72
Foreign currency contracts	4		3		Net sales/Cost of sales	3		1
Total	$	(6)	$	75		$	(34)	$	73


Derivatives in Cash Flow	Gains (Losses) Recognized in AOCL on Derivatives					Gains (Losses) Reclassified from AOCL into Income
Hedging Relationships	Nine Months Ended September 30,				Income Statement	Nine Months Ended September 30,
(in millions)	2023		2022		Location	2023		2022
Commodity contracts	$	(132)	$	240	Cost of sales	$	(46)	$	197
Foreign currency contracts	9		14		Net sales/Cost of sales	10		4
Total	$	(123)	$	254		$	(36)	$	201

7. Fair Value Measurements

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 ~~Company also has $1 million~~hierarchy of ~~losses~~those valuation approaches is in three levels based on ~~settled T-Locks (net~~the reliability of ~~income taxes~~inputs. Assets and liabilities are classified in their entirety based on the lowest level of ~~$1 million) recorded~~input that is significant to the fair value measurement. Below is a summary of the hierarchy levels:

•Level 1 inputs consist of quoted prices (unadjusted) in ~~AOCI at September 30, 2017, which~~active markets for identical assets or liabilities.

•Level 2 inputs are ~~expected to be reclassified into earnings during the next 12 months. Additionally, at September 30, 2017, AOCI~~inputs other than quoted prices included ~~an insignificant amount of losses related to foreign currency hedges~~within Level 1 that are ~~expected to be reclassified into earnings during~~observable for the ~~next 12 months.~~

~~Presented below are~~asset or liability, either directly or indirectly, for substantially the ~~fair values~~full term of the ~~Company’s~~ financial ~~instruments and derivatives~~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 ~~periods presented:~~

As of September 30, 2017

As of December 31, 2016

(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

$
9

$
9

$
—

$
—

$
7

$
7

$
—

$
—

Derivative assets

21

4

17

—

39

6

33

—

Derivative liabilities

35

9

26

—

27

11

16

—

Long-term debt

1,832

—

1,832

—

1,929

—

1,929

—

~~(a)~~

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

asset or liability or can be derived principally from or corroborated by observable market data.

~~(b)~~

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 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.

•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.

~~(c)~~

Level 3 inputs are unobservable inputs for the asset or liability. Unobservable inputs shall be 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 September 30, 2023								As of December 31, 2022
(in millions)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Marketable securities	$	4	$	4	$	—	$	—	$	3	$	3	$	—	$	—
Derivative assets	40		39		1		—		60		49		11		—
Derivative liabilities	91		67		24		—		64		51		13		—
Long-term debt	1,679		—		1,679		—		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~~swaps 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 long-term~~our Long-term debt is estimated based on quotations of major securities dealers who are market makers in the securities. At

Table of Contents

8. Financing Arrangements

Presented below are our debt carrying amounts, net of related discounts, premiums and debt issuance costs as of September 30, ~~2017,~~2023 and December 31, 2022:


(in millions)	As of September 30, 2023		As of December 31, 2022
2.900% senior notes due June 1, 2030	$	596	$	595
3.200% senior notes due October 1, 2026	499		498
3.900% senior notes due June 1, 2050	391		390
6.625% senior notes due April 15, 2037	253		253
Term loan credit agreement due December 16, 2024	200		200
Revolving credit agreement	—		—
Other long-term borrowings	1		4
Total long-term debt	1,940		1,940
Commercial paper	333		390
Other short-term borrowings	133		153
Total short-term borrowings	466		543
Total debt	$	2,406	$	2,483

We maintain a commercial paper program under which we may issue senior unsecured notes of short maturities up to a maximum aggregate principal amount of $1 billion outstanding at any time. The notes may be sold from time to time on customary terms in the ~~carrying value~~U.S. commercial paper market. We use the note proceeds for general corporate purposes. During the nine months ended September 30, 2023, the average amount of commercial paper outstanding was $438 million with an average interest rate of 5.25 percent and ~~fair value~~a weighted average maturity of 11 days. During the nine months ended September 30, 2022, the average amount of commercial paper outstanding was $489 million with an average interest rate of 1.50 percent and a weighted average maturity of 18 days. As of September 30, 2023, $333 million of commercial paper was outstanding with an average interest rate of 5.52 percent and a weighted average maturity of 14 days. As of December 31, 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. The amount of commercial paper outstanding under this program for the remainder of 2023 is expected to fluctuate.

Other short-term borrowings as of September 30, 2023 and December 31, 2022 primarily include amounts outstanding under various unsecured local country operating lines of credit.

9. Commitments and Contingencies

On October 30, 2023, we entered into a four-year collective bargaining agreement with the union at our Indianapolis manufacturing facility.

In October 2022, the Brazilian Superior Court of Justice issued a 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 the 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 within five years. As of September 30, 2023 and December 31, 2022, we had $30 million and $27 million, respectively, of remaining tax incentives recorded within Other assets on the Condensed Consolidated Balance Sheets.

Table of Contents

10. Pension and Other Postretirement Benefits

The following table sets forth the components of net periodic (benefit) cost of the ~~Company’s long-term debt were $1,731~~U.S. and non-U.S. defined benefit pension plans for the periods presented:


	Three Months Ended September 30,								Nine Months Ended September 30,
	U.S. Plans				Non-U.S. Plans				U.S. Plans				Non-U.S. Plans
(in millions)	2023		2022		2023		2022		2023		2022		2023		2022
Service cost	$	1	$	1	$	1	$	1	$	2	$	3	$	3	$	3
Interest cost	3		2		3		2		11		6		8		7
Expected return on plan assets	(4)		(5)		(3)		(2)		(12)		(13)		(7)		(6)
Amortization of prior service credit	(1)		—		—		—		(1)		—		—		—
Amortization of actuarial loss	1		—		1		—		1		—		1		—
Net periodic (benefit) cost (a)	$	—	$	(2)	$	2	$	1	$	1	$	(4)	$	5	$	4

We anticipate that we will make cash contributions of $1 million and ~~$1,832~~$3 million to our U.S. and non-U.S. pension plans, respectively, in 2023. For the nine months ended September 30, 2023, we made cash contributions of approximately $1 million to the U.S. plans and $2 million to the non-U.S. plans.

The following table sets forth the components of net postretirement benefit cost for the periods presented:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2023		2022		2023		2022
Service cost	$	—	$	—	$	—	$	—
Interest cost	1		1		3		2

Amortization of prior service cost	—		—		—		1
Net periodic cost (a)	$	1	$	1	$	3	$	3

_______________________________________

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

11. Equity

Treasury stock: On September 26, 2022, the Board of Directors authorized a new stock repurchase program permitting us to purchase up to 6 million shares of our outstanding common stock from September 26, 2022 through December 31, 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 our stock repurchase program are not established solely with reference to the dilutive impact of shares issued under our stock incentive plan. However, we expect that, over time, share repurchases will offset the dilutive impact of shares issued under the stock incentive plan.

During the three and nine months ended September 30, 2023, we repurchased 1.0 million outstanding shares of common stock in open market transactions at a net cost of $101 million. During the three and nine months ended September 30, 2022, we repurchased 0.3 million and 1.3 million shares of common stock in open market transactions at a net cost of $29 million and $112 million, respectively.

7. ~~Share-Based Compensation~~

Table of Contents

Share-based Payments: The following table summarizes the components of our share-based compensation expense for the periods presented:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2023		2022		2023		2022
Stock options:
Pre-tax compensation expense	$	1	$	1	$	3	$	3
Income tax benefit	—		—		—		—
Stock option expense, net of income taxes	1		1		3		3

Restricted stock units (“RSUs”):
Pre-tax compensation expense	4		4		11		10
Income tax benefit	—		—		(1)		(1)
RSUs, net of income taxes	4		4		10		9

Performance shares and other share-based awards:
Pre-tax compensation expense	4		2		9		9
Income tax benefit	(1)		—		(1)		(1)
Performance shares and other share-based compensation expense, net of income taxes	3		2		8		8

Total share-based compensation:
Pre-tax compensation expense	9		7		23		22
Income tax benefit	(1)		—		(2)		(2)
Total share-based compensation expense, net of income taxes	$	8	$	7	$	21	$	20

Stock Options: Under ~~the Company’s~~our stock incentive plan, 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~~We generally ~~recognized~~recognize compensation expense on a straight-line basis for all awards over the employee’s vesting period or over a ~~one-year~~one-year required service period for certain ~~retirement eligible~~retirement-eligible executive level employees. ~~The Company estimates~~We estimate a forfeiture rate at the time of grant and ~~updates~~update the estimate throughout the vesting period of the stock options within the amount of compensation costs recognized in each period.

~~The Company~~

We granted non-qualified options to purchase ~~278~~197 thousand shares and ~~329~~281 thousand shares ~~during~~for the nine months ended September 30, ~~2017~~2023 and ~~2016,~~2022, respectively. ~~The~~We estimated the fair value of each option grant ~~was estimated~~by using the Black-Scholes option-pricing model with the following assumptions:


	For the Nine Months Ended
	September 30,					Nine Months Ended September 30,
	2017		2016			2023	2022
Expected life (in years)	5.5		5.5		Expected life (in years)	5.5	5.5
Risk-free interest rate	1.93	%	1.36	%	Risk-free interest rate	4.0%	2.0%
Expected volatility	22.50	%	23.40	%	Expected volatility	28.3%	23.8%
Expected dividend yield	1.68	%	1.80	%	Expected dividend yield	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.~~

yield at the date of issuance.

~~Stock~~A summary of stock option ~~activity~~transactions for the nine months ended September 30, ~~2017 was~~2023 is as follows:

For the nine months ended September 30, ~~2017,~~2023, cash received from the exercise of stock options was ~~$14~~approximately $25 million. AtAs of September 30, ~~2017,~~2023, the ~~total remaining~~ unrecognized compensation cost related to non-vested stock options ~~was $5~~totaled $4 million, which ~~will be amortized~~we expect to amortize over ~~a weighted average~~the weighted-average period of approximately ~~1.4~~1.6 years.

Additional information pertaining to stock option activity is as follows:

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.

The following table summarizes RSU activity ~~for the nine months ended September 30, 2017:~~

in 2023:

At September 30, ~~2017,~~2023, the total remaining unrecognized compensation cost related to RSUs was ~~$17~~$24 million, which will be amortized ~~over~~on a ~~weighted average period of~~weighted-average basis over approximately 1.8 years.

Performance Shares:~~The Company has~~ We have a long-term incentive plan for senior management in the form of performance shares. The ~~ultimate payments for~~vesting of the performance shares is generally based on two performance metrics. Fifty percent of the performance shares awarded ~~and vested will be~~vest based ~~solely~~ on ~~the Company’s stock performance~~our total shareholder return as compared to the ~~stock~~total shareholder return of our peer group and the remaining fifty percent vest based on the calculation of our three-year average Adjusted Return on Invested Capital (“Adjusted ROIC”) against an established ROIC target.

For the 2023 performance ~~of its peer group. The~~shares awarded based on our total shareholder return, the number of shares that ultimately vest can range from zero to 200 percent of the ~~awarded~~ grant depending on ~~the Company’s stock performance~~our total shareholder return as compared to the ~~stock performance~~total shareholder return of ~~the~~our peer group. The share award vesting will be calculated at the end of the three-year period and ~~are~~is subject to approval by management and the People, Culture, and Compensation ~~Committee.~~Committee (“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~~We amortize the total compensation expense for these awards ~~is amortized~~ over a three-year graded vesting schedule.

For the 2023 performance shares awarded based on Adjusted ROIC, the number of shares that ultimately vest can range from zero to 200 percent of the grant depending on 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. We base compensation expense on the market price of our common stock on the grant date and the final number of shares that ultimately vest. We estimate the potential share vesting at least annually to adjust the compensation expense for these awards over the vesting period to reflect our estimated Adjusted ROIC performance against the target. We amortize the total compensation expense for these awards over a three-year graded vesting schedule.

For the nine months ended September 30, ~~2017, the Company~~2023, we awarded 3892,628 thousand ~~share units~~performance shares at a weighted average fair value of ~~$114.08~~$114.26 per ~~share unit.~~

The 2014 performance share award vested in the first quarter of 2017, achieving a 200 percent pay out of the grant, or 115 thousand total vested shares. There were no performance share cancellations during the nine months ended September 30, 2017.

share. As of September 30, ~~2017,~~2023, the unrecognized compensation cost related to these awards was $4$11 million, which we will ~~be amortized~~amortize over the remaining ~~requisite~~ service ~~periods~~period of ~~1.8~~2.0 years.

The ~~following table summarizes the components~~2020 performance share awards that vested in February 2023 achieved a 77 percent payout of the ~~Company’s share-based compensation expense:~~

Three Months Ended

Nine Months Ended

September 30,

September 30,

(in millions)

2017

2016

2017

2016

Stock options:

Pre-tax compensation expense

$
2

$
2

$
6

$
7

Income tax benefit

(1)

(1)

(2)

(3)

Stock option expense, net of income taxes

1

1

4

4

RSUs:

Pre-tax compensation expense

4

3

10

9

Income tax benefit

(2)

(1)

(4)

(3)

RSUs, net of income taxes

2

2

6

6

Performance shares and other share-based awards:

Pre-tax compensation expense

1

2

4

5

Income tax benefit

(1)

(1)

(2)

(2)

Performance shares and other share-based compensation expense, net of income taxes

—

1

2

3

Total share-based compensation:

Pre-tax compensation expense

7

7

20

21

Income tax benefit

(4)

(3)

(8)

(8)

Total share-based compensation expense, net of income taxes

$
3

$
4

$
12

$
13

8. ~~Net Periodic Pension and Postretirement Benefit Costs~~

~~For detailed information about~~granted performance shares. As of September 30, 2023, we estimated the Company’s pension and postretirement benefit plans, please refer to Note 10 of the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

~~The following table sets forth the components of net periodic benefit cost of the U.S. and non-U.S. defined benefit pension plans for the periods presented:~~

Three Months Ended

Nine Months Ended

September 30,

September 30,

U.S. Plans

Non-U.S. Plans

U.S. Plans

Non-U.S. Plans

(in millions)

2017

2016

2017

2016

2017

2016

2017

2016

Service cost

$
1

$
2

$
1

$
1

$
4

$
5

$
3

$
2

Interest cost

3

3

3

3

9

10

8

8

Expected return on plan assets

(5)

(5)

(3)

(3)

(15)

(15)

(8)

(8)

Amortization of actuarial loss

—

—

—

—

—

—

1

1

Settlement loss

—

—

—

—

—

—

—

2

Net periodic benefit cost

$
(1)

$
—

$
1

$
1

$
(2)

$
—

$
4

$
5

~~The Company currently anticipates that it~~2021 performance share awards will ~~make approximately $5 million in cash contributions to its pension plans in 2017, consisting of $4 million to its non-U.S. pension plans and $1 million to its U.S. pension plans.~~pay out at 180 percent. For the nine

months ended September 30, ~~2017,cash contributions of approximately $3 million~~2023, 34 thousand shares were ~~made to the non-U.S. plans and $1 million to the U.S. plans.~~

cancelled.

Accumulated Other Comprehensive Loss: The following ~~table sets forth~~is a summary of accumulated other comprehensive income (loss) for the ~~components~~nine months ended September 30, 2023 and 2022:


(in millions)	Cumulative Translation Adjustment		Hedging Activities		Pension and Postretirement Adjustment		AOCL
Balance, December 31, 2022	$	(1,008)	$	6	$	(46)	$	(1,048)
Other comprehensive (loss) before reclassification adjustments	(30)		(123)		(2)		(155)
Loss reclassified from accumulated OCL	—		36		1		37
Tax benefit	—		21		1		22
Net other comprehensive (loss)	(30)		(66)		—		(96)
Balance, September 30, 2023	$	(1,038)	$	(60)	$	(46)	$	(1,144)


(in millions)	Cumulative Translation Adjustment		Hedging Activities		Pension and Postretirement Adjustment		AOCL
Balance, December 31, 2021	$	(903)	$	48	$	(42)	$	(897)
Other comprehensive (loss) gain before reclassification adjustments	(195)		254		—		59
(Gain) loss reclassified from accumulated OCL	—		(201)		1		(200)
Tax (provision)	—		(14)		—		(14)
Net other comprehensive (loss) income	(195)		39		1		(155)
Balance, September 30, 2022	$	(1,098)	$	87	$	(41)	$	(1,052)

Supplemental Information: The following Condensed Consolidated Statements of Equity and Redeemable Equity present the dividends per share for common stock for the periods ~~presented:~~

indicated:

Three Months Ended

Nine Months Ended

September 30,

September 30,

(in millions)

2017

2016

2017

2016

Service cost

$
1

$
—

$
1

$
1

Interest cost

—

1

2

2

Amortization of prior service credit

—

(1)

(2)

(3)

Net periodic benefit cost

$
1

$
—

$
1

$
—


	Total Equity														Share-based Payments Subject to Redemption		Redeemable Non- Controlling Interests
(in millions)	Preferred Stock		Common Stock		Additional Paid-In Capital		Treasury Stock		Accumulated Other Comprehensive Loss		Retained Earnings		Non- Redeemable Non- Controlling Interests
Balance, December 31, 2022	$	—	$	1	$	1,132	$	(1,148)	$	(1,048)	$	4,210	$	16	$	48	$	51
Net income attributable to Ingredion											191
Net income attributable to non-controlling interests													3
Dividends declared, common stock ($0.71/share)											(47)
Share-based compensation, net of issuance					1		21								(10)
Other comprehensive (loss)									(50)				(6)
Balance, March 31, 2023	$	—	$	1	$	1,133	$	(1,127)	$	(1,098)	$	4,354	$	13	$	38	$	51
Net income attributable to Ingredion											163
Net income attributable to non-controlling interests													1
Dividends declared, common stock ($0.71/share)											(48)
Dividends declared, non-controlling interests													(1)

Share-based compensation, net of issuance					2		11								5
Fair market value adjustment to non-controlling interests					7												(7)
Other comprehensive (loss)									(21)				(1)				(1)
Balance, June 30, 2023	$	—	$	1	$	1,142	$	(1,116)	$	(1,119)	$	4,469	$	12	$	43	$	43
Net income attributable to Ingredion											158
Net income attributable to non-controlling interests													2
Dividends declared, common stock ($0.78/share)											(52)
Dividends declared, non-controlling interests													(1)
Repurchases of common stock							(101)
Share-based compensation, net of issuance					1		6								6
Non-controlling interest purchases																	(2)
Other comprehensive (loss)									(25)
Balance, September 30, 2023	$	—	$	1	$	1,143	$	(1,211)	$	(1,144)	$	4,575	$	13	$	49	$	41


	Total Equity														Share-based Payments Subject to Redemption		Redeemable Non- Controlling Interests
(in millions)	Preferred Stock		Common Stock		Additional Paid-In Capital		Treasury Stock		Accumulated Other Comprehensive Loss		Retained Earnings		Non- Redeemable Non- Controlling Interests
Balance, December 31, 2021	$	—	$	1	$	1,158	$	(1,061)	$	(897)	$	3,899	$	18	$	36	$	71
Net income attributable to Ingredion											130
Net income attributable to non-controlling interests													3
Dividends declared, common stock ($0.65/share)											(43)
Repurchases of common stock							(39)
Share-based compensation, net of issuance					2		9								(5)
Other comprehensive income (loss)									134				(2)
Balance, March 31, 2022	$	—	$	1	$	1,160	$	(1,091)	$	(763)	$	3,986	$	19	$	31	$	71
Net income attributable to Ingredion											142
Net income attributable to non-controlling interests													2				1
Dividends declared, common stock ($0.65/share)											(43)
Dividends declared, non-controlling interests													(4)
Repurchases of common stock							(44)
Share-based compensation, net of issuance					2		2								6
Fair market value adjustment to non-controlling interests					(29)												29
Non-controlling interest purchases																	(27)
Other comprehensive (loss)									(177)				(2)				(4)
Balance, June 30, 2022	$	—	$	1	$	1,133	$	(1,133)	$	(940)	$	4,085	$	15	$	37	$	70
Net income attributable to Ingredion											106
Net income attributable to non-controlling interests													2				1
Dividends declared, common stock ($0.71/share)											(48)
Repurchases of common stock							(29)
Share-based compensation, net of issuance							3								6
Non-controlling interest purchases																	(13)
Other comprehensive (loss)									(112)				(3)				(2)
Balance, September 30, 2022	$	—	$	1	$	1,133	$	(1,159)	$	(1,052)	$	4,143	$	14	$	43	$	56

Supplemental Information: The following table provides the computation of basic and diluted earnings per common share ~~("EPS"~~(“EPS”) for the periods ~~presented:~~

presented.

Approximately 0.5 million share-based awards of common stock were excluded for both the three and nine months ended September 30, 2023, respectively, from the calculation of the weighted average number of shares outstanding for diluted EPS because their effects were anti-dilutive. For the three and nine months ended September 30, ~~2017,~~2022, approximately ~~0.3~~1.6 million and ~~0.3~~1.4 million share-based awards of common stock, respectively, were excluded from the calculation of the weighted average number of shares outstanding for diluted EPS because their effects were anti-dilutive.

12. Information by Segment and Geographic Region

On November 7, 2023, we announced that we intend to realign our operations into new segments beginning in the first quarter of 2024.

We are principally engaged in the production and sale of starches and sweeteners for a wide range of industries, and we are managed geographically on a regional basis. The nature, amount, timing and uncertainty of our Net sales are managed by us primarily based on our geographic segments, which we classify and report as North America, South America, Asia-Pacific and Europe, the ~~impact~~Middle East and Africa (“EMEA”). Our North America segment includes businesses in the U.S., Mexico and Canada. Our South America segment includes businesses and our share of ~~their inclusion~~earnings from investments in joint ventures in Brazil, Argentina, Chile, Colombia, Ecuador, Peru and Uruguay. 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 Pakistan, Germany, Poland, the United Kingdom and South Africa. Net sales by product are not presented because to do so would ~~have been anti-dilutive. For both~~be impracticable.

Presented below are our net sales to unaffiliated customers by reportable segment for the ~~three and nine months ended~~periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2023		2022		2023		2022
Net sales to unaffiliated customers:
North America	$	1,300	$	1,262	$	3,998	$	3,720
South America	269		293		795		835
Asia-Pacific	272		278		816		825
EMEA	192		190		630		579
Total net sales	$	2,033	$	2,023	$	6,239	$	5,959

Presented below is our operating income by reportable segment for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2023		2022		2023		2022
Operating income:
North America	$	171	$	126	$	575	$	443
South America	32		48		96		125
Asia-Pacific	33		27		88		70
EMEA	32		30		131		90
Corporate	(49)		(40)		(124)		(109)
Subtotal	219		191		766		619
Acquisition/integration costs	—		—		—		(1)
Restructuring/impairment charges	(10)		—		(10)		(4)
Other matters	4		(9)		(1)		(9)
Total operating income	$	213	$	182	$	755	$	605

Presented below are our total assets by reportable segment as of September 30, ~~2016,~~2023 and December 31, 2022:


(in millions)	As of September 30, 2023		As of December 31, 2022
Assets:
North America (a)	$	4,537	$	4,499
South America	926		949
Asia-Pacific	1,418		1,467
EMEA	668		646
Total assets	$	7,549	$	7,561

_____________________

(a)For purposes of presentation, North America includes Corporate assets.

13. Supplementary Information

Accounts Receivable, Net

Accounts receivable, net as of September 30, 2023 and December 31, 2022, consist of:


(in millions)	As of September 30, 2023		As of December 31, 2022
Accounts receivable — trade	$	1,241	$	1,200
Accounts receivable — other	156		228
Allowance for credit losses	(17)		(17)
Total accounts receivable, net	$	1,380	$	1,411

There were no significant contract assets or contract liabilities associated with our customers as of September 30, 2023 or December 31, 2022. Liabilities for volume discounts and incentives were also not significant as of September 30, 2023 or December 31, 2022.

Inventories as of September 30, 2023 and December 31, 2022, consist of:


(in millions)	As of September 30, 2023		As of December 31, 2022
Finished and in process	$	945	$	962
Raw materials	466		539
Manufacturing supplies	91		96
Total inventories	$	1,502	$	1,597

Supply Chain Finance Programs

Under supply chain finance programs administered by third-party banks, our suppliers have the ~~number~~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 ~~share-based awards~~whether such supplier sells its receivable to a financial institution. The payment terms we negotiate with a supplier are independent of ~~common stock excluded from the calculation of diluted EPS was not material.~~

whether 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.

~~10.~~ ~~Inventories~~

~~Inventories are summarized as follows:~~

As of September 30,

As of December 31,

(in millions)

2017

2016

Finished and in process

$
497

$
478

Raw materials

274

260

Manufacturing supplies and other

54

51

Total inventories

$
825

$
789

~~11.~~ ~~Debt~~

As of September 30, ~~2017~~2023 and December 31, ~~2016, the Company’s total debt consisted~~2022, participating financial institutions held $100 million and $175 million, respectively, of ~~the following:~~

As of September 30,

As of December 31,

(in millions)

2017

2016

3.2% senior notes due October 1, 2026

$
496

$
496

4.625% senior notes due November 1, 2020

398

398

1.8% senior notes due September 25, 2017

—

299

6.625% senior notes due April 15, 2037

254

254

6.0% senior notes due April 15, 2017

—

200

5.62% senior notes due March 25, 2020

200

200

Term loan credit agreement due April 25, 2019

380

—

Revolving credit facility

—

—

Fair value adjustment related to hedged fixed rate debt instruments

3

3

Long-term debt

$
1,731

$
1,850

Short-term borrowings

153

106

Total debt

$
1,884

$
1,956

~~The $200 million of 6.0 percent senior notes due April 15, 2017 were refinanced with borrowings under the revolving credit facility~~our liabilities recorded in ~~April 2017.~~

On August 18, 2017, the Company entered into a new Term Loan Credit Agreement (“Term Loan”) to establish a senior unsecured term loan credit facility. Under the Term Loan, the Company is allowed three borrowings in an amount of up to $500 million total. The Term Loan matures 18 months from the date of the final borrowing.accounts payable and accrued liabilities on our Condensed Consolidated Balance Sheets. As of September 30, ~~2017, the Company had initiated two borrowings under the Term Loan totaling $380 million. The proceeds were used to refinance $300 million~~2023, supply chain finance programs existed for operations in Brazil, Mexico, certain PureCircle entities, Colombia, Korea, Peru, Thailand and China.

Table of 1.8 percent senior notes due September 25, 2017 and pay down borrowings outstanding on the revolving credit facility. On October 25, 2017, the Company initiated its third and final borrowing under the Term Loan of $40 million, bringing the total outstanding Term Loan to $420 million, due April 25, 2019.

All borrowings under the term loan facility will bear interest at a variable annual rate based on the LIBOR or base rate, at the Company’s election, subject to the terms and conditions thereof, plus, in each case, an applicable margin. The Term Loan Credit Agreement contains customary representations, warranties, covenants, events of default, terms and conditions, including limitations on liens, incurrence of debt, mergers and significant asset dispositions. The Company must also comply with a leverage ratio and interest coverage ratio. The occurrence of an event of default under the 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.

Contents

~~12.~~ ~~Accumulated Other Comprehensive Loss~~

~~The following is a summary of net changes in accumulated other comprehensive loss by component and net of tax for the three and nine months ended September 30, 2017 and 2016:~~

Deferred

Unrealized

Accumulated

Cumulative

Gain (Loss)

Pension and

Gain

Other

Translation

on Hedging

Postretirement

on

Comprehensive

(in millions)

Adjustment

Activities

Adjustment

Investment

Loss

Balance, December 31, 2016

$
(1,008)

$
(7)

$
(56)

$
—

$
(1,071)

Other comprehensive income (loss) before reclassification adjustments

62

(4)

1

1

60

Amount reclassified from accumulated OCI

—

1

(1)

—

—

Tax benefit

—

2

—

—

2

Net other comprehensive income (loss)

62

(1)

—

1

62

Balance, September 30, 2017

$
(946)

$
(8)

$
(56)

$
1

$
(1,009)

Deferred

Unrealized

Accumulated

Cumulative

Gain (Loss)

Pension and

Loss

Other

Translation

on Hedging

Postretirement

on

Comprehensive

(in millions)

Adjustment

Activities

Adjustment

Investment

Loss

Balance, December 31, 2015

$
(1,025)

$
(29)

$
(47)

$
(1)

$
(1,102)

Other comprehensive income (loss) before reclassification adjustments

78

(24)

(5)

—

49

Amount reclassified from accumulated OCI

—

27

1

—

28

Tax benefit

—

—

1

—

1

Net other comprehensive income (loss)

78

3

(3)

—

78

Balance, September 30, 2016

$
(947)

$
(26)

$
(50)

$
(1)

$
(1,024)

~~The following table provides detail pertaining to reclassifications from AOCI into net income for the periods presented:~~

Amount

Amount

Reclassified from

Reclassified from

AOCI

AOCI

Three Months Ended

Nine Months Ended

Affected Line Item in

Details about AOCI Components

September 30,

September 30,

Condensed Consolidated

(in millions)

2017

2016

2017

2016

Statements of Income

Gains (losses) on cash-flow hedges:

Commodity contracts

$
—

$
(6)

$
(1)

$
(25)

Cost of sales

Foreign currency contracts

1

—

1

(1)

Net sales/Cost of sales

Interest rate contracts

—

—

(1)

(1)

Financing costs, net

Gains (losses) related to pension and other postretirement obligations

—

—

1

(1)

(a)

Total before-tax reclassifications

$
1

$
(6)

$
—

$
(28)

Tax (provision) benefit

(1)

2

—

9

Total after-tax reclassifications

$
—

$
(4)

$
—

$
(19)

~~(a)~~

~~This component is included in the computation of net periodic benefit cost and affects both cost of sales and operating expenses on the Condensed Consolidated Statements of Income~~.

ITEM 2

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

Overview

~~We are~~

Ingredion is a ~~major supplier~~leading global ingredients solutions provider that transforms corn, tapioca, potatoes, stevia, grains, fruits, gums and vegetables into value-added ingredients and biomaterials for the food, beverage, brewing and other industries. Our Purpose is to bring the potential of ~~high-quality food~~people, nature and ~~industrial ingredient solutions~~technology together to ~~customers around the world. We have 44~~make life better. As of September 30, 2023, we had 47 manufacturing ~~plants~~facilities located in North America, South America, ~~Asia Pacific~~Asia-Pacific and Europe, the Middle East and Africa (“EMEA”), and we manage and operate our businesses at a regional level. We believe 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~~

During the ~~food, beverage, animal feed, paper and corrugating, and brewing industries, among others.~~

Our Strategic Blueprint continues to guide our decision-making and strategic choices with an emphasis on value-added ingredient solutions for our customers. The foundation of our Strategic Blueprint is operating excellence, which includes our focus on safety, quality and continuous improvement. We see growth opportunities in three areas. First is organic growth as we work to expand our current business. Second, we are focused on broadening our ingredient portfolio with on-trend products through internal and external business development. Finally, we look for growth from geographic expansion as we pursue extension of our reach to new locations. The ultimate goal of these strategies and actions is to deliver increased shareholder value.

~~We had a solid third~~ quarter ~~and nine months~~ ended September 30, ~~2017 as~~2023, we achieved growth in net sales, operating income, net income and diluted earnings per ~~common~~ share ~~grew from~~when compared to the ~~comparable 2016 periods. Our earnings growth~~same quarter last year. The increase in our net sales was driven ~~principally~~ by ~~continued strong operating results in our North America segment during the year,~~price and customer mix and impacts of foreign exchange rates, partially offset by lower ~~earnings in our South America segment~~volumes. Cost of sales decreased primarily due to ~~continued difficult macroeconomic conditions~~lower volumes, the effect of which was partially offset by higher input costs. These factors led to higher gross margins and ~~increased costs in Argentina. The Company implemented an organizational restructuring effort in Argentina during the first quarter of 2017~~higher operating income compared to achieve a more competitive cost position in the region. We notified the local labor union of a planned reduction in workforce, which resulted in a strike by the labor union and an interruption of manufacturing activities during the second quarter of 2017. We finalized a new labor agreement with the labor union in the second quarter, ending the strike on June 1, 2017. The Company recorded total pre-tax employee-related severance and other costs in Argentina of $17 million for the nine months ended September 30, 2017, related to the workforce reduction. Operating income also grew in our EMEA and Asia Pacific segments.

During the second quarter of 2017, the Company announced a Finance Transformation initiative in the North America for the U.S. and Canada businesses to strengthen organizational capabilities and drive efficiencies to support the growth strategy ~~of the Company. The Company recorded $4 million of employee-related severance and other restructuring costs during~~ the third quarter of ~~2017 related to this initiative. We expect to incur between $3 million and $5 million~~2022.

Our net sales of ~~additional employee-related severance and other costs in the fourth quarter of 2017 and between $1 million and $2 million in 2018 related to this initiative.~~

~~Our cash provided by operating activities decreased to $524~~$2,033 million for the ~~nine months ended September 30, 2017~~third quarter of 2023 grew by 1 percent compared to our net sales of $2,023 million for the third quarter of 2022. Our operating income of $213 million for the third quarter of 2023 increased by 17 percent from ~~$542~~our operating income of $182 million infor the ~~year-earlier period, driven by~~third quarter of 2022. Net income attributable to Ingredion for the third quarter of 2023 was $158 million, which represented an increase of ~~cash outflow~~49 percent from $106 million, for the third quarter of 2022. The increases in ~~working capital~~net sales and operating income were primarily due to favorable price and customer mix, and lower costs for raw materials that more than offset lower sales volumes. The increase in net income was driven by these factors in addition to a more favorable effective tax rate primarily due to the ~~outflow in accounts payable~~recently issued IRS Notice 2023-55, which increased our ability to claim certain foreign tax credits against U.S. taxes, and accrued liabilities for the $63 million payment made to the Internal Revenue Service (“IRS”) in the third quarter of 2017 to complete the double taxation settlement between the U.S. and Canada. This outflow was partially offset by increasedmore favorable country earnings in the period. Our cash used for financing activities increased during the nine months ended September 30, 2017, primarily due to the repurchase of approximately one million shares of our common stock in open market transactions for $123 million during the first quarter of 2017. During the second and third quarters, we also refinanced a total of $500 million of senior notes with borrowings under our revolving credit facility and a new term loan entered into during the third quarter.

On March 9, 2017, the Company completed its acquisition of Sun Flour Industry Co., Ltd. (“Sun Flour”) in Thailand for $18 million. Upon closing, the Company paid $13 million in cash and recorded $5 million in accrued liabilities for deferred payments due to the previous owner. The acquisition of Sun Flour adds a fourth manufacturing facility to our operations in Thailand. Sun Flour produces rice-based ingredients used primarily in the food industry. This transaction will enhance our global supply chain and leverage other capital investments that we have made in Thailand to grow our specialty ingredients and service customers around the world. The acquisition did not have a material impact on our financial condition, results of operations or cash flows in the third quarter of 2017.

mix.

Looking ahead, we anticipate that our full year 2017 operating income and net income will grow compared to 2016. In North America, we expect full year operating income to increase driven by improved product mix and margins. In South America, we believe that full year operating income will be down compared to 2016 driven by temporary higher-than-normal costs related to the interruption of manufacturing activities in Argentina and the restructuring charges incurred to improve the cost position of the operation in Argentina. We will continue to focus on network optimization and cost improvement in this segment for the remainder of the year. In the longer term, we believe that the underlying business demographics for our South American segment are positive. We expect full-year operating income to grow in EMEA principally driven by improved price/product mix from our specialty ingredient product portfolio, volume growth and effective cost control. In Asia Pacific, we expect full-year operating income to increase, driven by volume growth and effective cost control.

Results of Operations

We have significant operations in four reporting segments: North America, South America, ~~Asia Pacific~~Asia-Pacific and EMEA. Fluctuations in foreign currency exchange rates affect the U.S. dollar amounts of our foreign subsidiaries’ net sales and expenses. For most of our foreign subsidiaries, the local foreign currency is the functional currency. Accordingly, ~~revenues~~net sales 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 in foreign currency exchange rates affect the U.S. dollar amounts of our foreign subsidiaries’ revenues and expenses. The impact of foreign currency exchange rate changes, where significant, is provided below.

We acquired ~~Shandong Huanong Specialty Corn Development Co., Ltd. (“Shandong Huanong”), TIC Gums Incorporated (“TIC Gums”)~~a controlling majority of Mannitab on December 1, 2022 and ~~Sun Flour~~fully acquired Amishi on ~~November 29, 2016, December 29, 2016 and March 9, 2017, respectively.~~August 1, 2022. For more information about these acquisitions, see Note 3 to the Condensed Consolidated Financial Statements included in this report. The results of the acquired businesses are included in our consolidated financial results ~~from~~beginning on the respective acquisition dates, ~~forward.~~which affects the comparability of results between years. In addition, our share of results in joint ventures is classified in our Condensed Consolidated Statements of Income within Other operating (income) expense and comparability between years and between financial statement line items is affected by the timing of and consideration provided to the investments. While we identify ~~fluctuations due to~~ the impacts of acquisitions and investments on our results, our discussion below also addresses results of operations ~~absent the impact of the acquisitions and the results of the acquired businesses,~~excluding those impacts, where appropriate, to provide a more comparable and meaningful analysis.

For the Three Months Ended September 30, 2023

With Comparatives for the Three Months Ended September 30, 2022

Net sales. Net sales increased 1 percent to $2,033 million for the three months ended September 30, 2023 compared to $2,023 million for the three months ended September 30, 2022. The increase in net sales was driven by favorable price and customer mix, as well as favorable foreign exchange rates, which was partially offset by lower volumes.

Cost of sales. Cost of sales decreased 2 percent to $1,612 million during the three months ended September 30, 2023 compared to cost of sales of $1,649 million during the three months ended September 30, 2022. The decrease in cost of sales was due primarily to lower volumes partially offset by higher input costs. Our gross profit margin of 21 percent

Table of Contents

during the three months ended September 30, 2023 increased from 18 percent for the three months ended September 30, 2022.

Operating expenses. Operating expenses increased 13 percent to $203 million during the three months ended September 30, 2023 compared to $180 million during the three months ended September 30, 2022. The increase in operating expenses was primarily attributable to increased compensation cost. Operating expenses as a percentage of net sales were approximately 10 percent and 9 percent for the three months ended September 30, 2023 and the three months ended September 30, 2022, respectively.

Other operating (income) expense. Other operating (income) was $(5) million during the three months ended September 30, 2023 compared to other operating expense of $10 million during the three months ended September 30, 2022. The change was primarily attributable to insurance recoveries during the three months ended September 30, 2023 compared to charges related to a U.S.-based work stoppage during the three months ended September 30, 2022.

Restructuring and impairment charges.Restructuring and impairment charges were $10 million during the three months ended September 30, 2023 compared to $2 million for the three months ended September 30, 2022. During the third quarter of 2023, we recorded a $10 million other-than-temporary-impairment on our equity method investments.

Financing costs. Financing costs increased 8 percent to $26 million during the three months ended September 30, 2023 compared to $24 million during the three months ended September 30, 2022. The increase was primarily due to higher interest rates, which was partially offset by lower average outstanding debt balances during the three months ended September 30, 2023 compared to the three months ended September 30, 2022.

Provision for income taxes. Our effective income tax rates for the three months ended September 30, 2023 and three months ended September 30, 2022 were 13.5 percent and 32.3 percent, respectively. The decrease in the effective tax rate was primarily driven by the recently issued 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.

Net income attributable to Ingredion. Net income attributable to Ingredion for the three months ended September 30, 2023 increased to $158 million from $106 million for the three months ended September 30, 2022. The increase in net income was due primarily to price and customer mix and a more favorable effective tax rate, which was partially offset by lower volumes and higher operating expenses.

Segment Results

North America

Net sales. North America’s net sales increased 3 percent to $1,300 million during the three months ended September 30, 2023 from $1,262 million during the three months ended September 30, 2022. The increase was primarily driven by an improvement of 12 percent in price and customer mix, which was partially offset by a decrease of 9 percent in volume.

Operating income. North America’s operating income increased 36 percent to $171 million during the three months ended September 30, 2023 from $126 million during the three months ended September 30, 2022. The increase was driven by favorable price mix, partially offset by higher input costs and lower volume.

South America

Net sales. South America’s net sales decreased 8 percent to $269 million in the three months ended September 30, 2023 from $293 million in the three months ended September 30, 2022. The decrease was driven by an unfavorable price and customer mix of 10 percent and a reduction in volume of 5 percent, which was partially offset by favorable foreign exchange impacts of 7 percent.

Operating income. South America’s operating income decreased 33 percent to $32 million in the three months ended September 30, 2023 from $48 million in the three months ended September 30, 2022. The decrease was driven primarily by lower volume and higher energy costs.

Table of Contents

Asia-Pacific

Net sales. Asia-Pacific’s net sales decreased 2 percent to $272 million in the three months ended September 30, 2023 from $278 million in the three months ended September 30, 2022. The decrease was driven by unfavorable volumes of 4 percent, which were partially offset by favorable price and customer mix of 2 percent.

Operating income. Asia-Pacific’s operating income increased 22 percent to $33 million during the three months ended September 30, 2023 from $27 million during the three months ended September 30, 2022. The increase was primarily driven by favorable price and customer mix, partially offset by higher input costs and lower volumes.

EMEA

Net sales. EMEA’s net sales increased by 1 percent to $192 million in the three months ended September 30, 2023 from $190 million in the three months ended September 30, 2022. The increase was driven by favorable price and customer mix of 18 percent, which was partially offset by unfavorable volumes of 13 percent and unfavorable foreign exchange impacts of 4 percent.

Operating income. EMEA’s operating income increased 7 percent to $32 million in the three months ended September 30, 2023 compared to $30 million in the three months ended September 30, 2022. The increase was primarily driven by favorable price and customer mix, partially offset by lower volumes, higher raw material costs and foreign exchange impacts.

For the Nine Months Ended September 30, ~~2017~~

2023

With Comparatives for the ~~Three and~~ Nine Months Ended September 30, ~~2016~~

2022

Net ~~Income attributable to Ingredion~~. Net income for the third quarter of 2017 increased by 16 percent to $166 million, or $2.26 per diluted common share, from $143 million, or $1.93 per diluted common share, a year ago. Net income for the nine months ended September 30, 2017 increased by 7 percent to $420 million, or $5.72 per diluted common share, from $391 million, or $5.29 per diluted common share, in the nine months ended September 30, 2016.

Results for the third quarter of 2017 include a tax benefit of $10 million ($0.14 per diluted common share) due to a deductible foreign exchange loss resulting from the tax settlement between the U.S. and Canada, partially offset by after-tax costs of $5 million ($0.07 per diluted common share) of net restructuring costs primarily associated with the Finance Transformation initiative, and $1 million ($0.01 per diluted common share) associated with the integration of acquired operations. Results for the third quarter of 2016 include after-tax costs of $2 million ($0.02 per diluted common share) consisting of employee-related severance and other costs associated with the execution of global information technology (“IT”) outsourcing contracts.

Results for the nine months ended September 30, 2017 include after-tax costs of $21 million ($0.29 per diluted common share) of net restructuring costs primarily associated with our restructuring effort in Argentina and employee-related severance and other costs associated with the Finance Transformation initiative, $6 million ($0.08 per diluted common share) 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 $2 million ($0.03 per diluted common share) associated with the integration of acquired operations, partially offset by a tax benefit of $10 million ($0.14 per diluted common share) due to a deductible foreign exchange loss resulting from the tax settlement between the U.S. and Canada. Results for the nine months ended September 30, 2016 include after-tax costs of $12 million ($0.16 per diluted common share) consisting of employee-related severance and other costs associated with the execution of IT outsourcing contracts, employee-related severance costs associated with our optimization initiative in South America, and costs attributable to the 2015 sale of the Port Colborne plant~~. Additionally, our results for the nine months ended September 30, 2016 include $1 million ($0.01 per diluted common share) associated with the integration of acquired operations.~~

Without the acquisition and integration, restructuring, inventory markup, and tax settlement, net income for the three and nine months ended September 30, 2017 would have grown 12 percent and 9 percent, respectively, from the comparable prior periods, while diluted earnings per share would have grown 13 percent and 10 percent, respectively, from the comparable prior periods. These increases for the three and nine months ended September 30, 2017 primarily reflect continued strong operating results in our North America segment during the year, partially offset by lower earnings in our South America segment due to continued difficult macroeconomic conditions and increased costs in Argentina. The increase for the nine months ended September 30, 2017 was partially offset by higher net financing costs.

~~Net Sales~~sales. Net sales for the third quarter of 2017 were flat from $1.49 billion a year ago. Volume growth of 2 percent, which was comprised of 2 percent growth from recent acquisitions, was offset by a 2 percent decrease in price/product mix driven by lower raw material costs. Net sales for the nine months ended September 30, 2017 increased 25 percent to $4.40 billion from $4.30 billion for the nine months ended September 30, 2016. The increase was driven by volume growth of 3 percent, which was comprised of 2 percent growth from recent acquisitions and 1 percent increase in organic volume growth, and favorable currency translation of 1 percent reflecting a stronger Brazilian real, partially offset by a 2 percent decrease in price/product mix.

~~North America’s net sales for the third quarter of 2017 were relatively flat at $903 million from $899 million a year ago.~~Volume growth of 1 percent, which was comprised of 4 percent growth from the TIC Gums acquisition and a 3 percent decline in organic volume due largely to customer shifts in the brewing industry in Mexico and supply chain interruptions caused by natural disasters that affected both our customers and us. This was offset by a 1 percent decrease in price/product mix driven by lower raw material costs. North America’s net sales for the nine months ended September 30, 2017 increased 2 percent to $2.69 billion from $2.63 billion for the nine months ended September 30, 2016.~~This increase was driven by volume growth of 3 percent primarily from the TIC Gums acquisition, partially offset by a 1 percent decrease in price/product mix driven by lower raw material costs.~~

South America’s net sales for third quarter of 2017 decreased 7 percent to $257 million from $276 million a year ago. This decrease was primarily driven by an 8 percent decrease in price/product mix due to lower raw material costs in Brazil and unfavorable currency translation of 2 percent reflecting a weaker Argentine peso in the quarter, partially offset by a volume increase of 3 percent. South America’s net sales for the nine months ended September 30, 2017 increased 1 percent to $740 million from $731$6,239 million for the nine months ended September 30, ~~2016. This increase was driven by favorable currency translation of 5 percent primarily reflecting a stronger Brazilian real, partially offset by a 3 percent decrease in price/product mix due~~2023 compared to ~~lower raw material costs in Brazil and a volume decrease of 1 percent, primarily due to difficult macroeconomic conditions and the interruption of manufacturing activities in Argentina.~~

Asia Pacific’s net sales for the third quarter of 2017 increased 2 percent to $189 million from $185 million a year ago. This increase was driven by volume growth of 8 percent, which was comprised of 7 percent organic volume growth and 1 percent growth from our recent acquisitions in the region, partially offset by a 6 percent decrease in price/product mix due to core customer mix diversification and pass through of lower raw material costs. Asia Pacific’s net sales for the nine months ended September 30, 2017 increased 4 percent to $555 million from $534$5,959 million for the nine months ended September 30, ~~2016. This~~2022. The increase in net sales was driven by ~~volume growth of 9 percent,~~price and customer mix, which was comprised of 8 percent organic volume growth and 1 percent volume increase from our recent acquisitions in the region, and favorable currency translation of 1 percent primarily reflecting a stronger Korean won. The increase in volume was partially offset by ~~a 6 percent decrease in price/product mix due to core customer mix diversification.~~

~~EMEA’s net~~lower volumes and unfavorable foreign currency impacts.

Cost of sales ~~for the third quarter~~. Cost of ~~2017~~sales increased 52 percent to ~~$136~~$4,890 million from $129 million a year ago. This increase was driven by a 2 percent increase in price/product mix, favorable currency translation of 2 percent primarily reflecting a stronger Euro in the quarter, and a volume increase of 1 percent. EMEA’s net sales forduring the nine months ended September 30, ~~2017 increased 1 percent~~2023 compared to $411 million from $405 million a year ago. This increase was driven by a 2 percent increase in price/product mix and volume growth of 1 percent, partially offset by unfavorable currency translation of 2 percent, primarily reflecting a weaker British Pound sterling.

~~Cost of Sales and Operating Expenses.~~ Cost of sales for the third quarter of 2017 decreased 2 percent to $1.10 billion from $1.12 billion a year ago. Our gross profit margin was 26 percent for the third quarter of 2017, up from 25 percent last year. The decline in cost of sales ~~and improvement in gross profit margin are primarily driven by overall lower raw material costs and improved operational efficiencies. Operating expenses for the third quarter~~ of ~~2017 increased to $152~~$4,816 million ~~from $149 million last year. This increase was primarily driven by the incremental operating expenses of~~

~~acquired operations. Operating expenses, as a percentage of gross profit, were 39 percent for the third quarter of 2017 as compared to 40 percent a year ago.~~

~~Cost of sales for~~during the nine months ended September 30, ~~2017 increased 1 percent to $3.28 billion from $3.24 billion~~2022. The increase in cost of sales primarily reflected higher net corn and other input costs which were partially offset by a ~~year ago. This increase was primarily driven by an increase of 2 percent~~decrease in ~~net sales volume.~~volumes. Our gross profit margin ~~was 25~~of 22 percent during the nine months ended September 30, 2023 increased from 19 percent for the nine months ended September 30, 2017, flat with 25 percent last year. The gross profit margin remained flat due to higher operating costs as a result of the temporary manufacturing interruption in Argentina offset by overall lower raw material cost and improved operational efficiencies in North America.2022.

Operating expenses. Operating expenses ~~for~~increased 9 percent to $578 million during the nine months ended September 30, ~~2017 increased~~2023 compared to ~~$458~~$528 million ~~from $431 million last year. This~~during the nine months ended September 30, 2022. The increase in operating expenses was primarily ~~driven by the incremental operating expenses of acquired operations.~~attributable to higher compensation costs. Operating expenses as a percentage of ~~gross profit,~~net sales were 41approximately 9 percent ~~for the third quarter of 2017 as compared to 41 percent a year ago.~~

~~Operating Income.~~ Third quarter of 2017 operating income increased 5 percent to $233 million from $221 million a year ago. Operating income for the third quarter of 2017 includes pre-tax net restructuring costs of $7 million consisting of $4 million of other restructuring costs associated with a Finance Transformation initiative and $3 million of other pre-tax restructuring costs including employee-related severance costs in North America. Additionally, the third quarter results include $1 million of costs associated with the integration of acquired operations. Operating income for third quarter of 2016 includes pre-tax costs of $2 million consisting of employee-related severance and other costs associated with the execution of IT outsourcing contracts. Without the restructuring and acquisition-related charges, our ~~third~~ ~~quarter of 2017 operating income would have grown 8 percent from the~~ ~~third~~ quarter of 2016. The increase primarily reflects operating income growth in North America. Currency translation had a net favorable impact of $2 million, reflecting the movements of the Canadian dollar, Brazilian real, and Argentine peso during ~~the quarter.~~

~~Operating income for~~ the nine months ended September 30, ~~2017 increased 3 percent~~2023 and the nine months ended September 30, 2022.

Other operating (income) expense. Other operating expense was $6 million during the nine months ended September 30, 2023 compared to ~~$639~~$4 million ~~from $619~~during the nine months ended September 30, 2022.

Restructuring and impairment charges. Restructuring and impairment charges were $10 million during the nine months ended September 30, 2023 compared to $6 million for the nine months ended September 30, ~~2016. Operating income for~~2022. During the third quarter of 2023, we recorded a $10 million other-than-temporary-impairment on our equity method investments.

Financing costs. Financing costs increased 35 percent to $88 million in the nine months ended September 30, ~~2017 includes pre-tax net restructuring costs of $23~~2023 compared to $65 million ~~consisting of $17 million of employee-related severance and other costs associated with our restructuring effort~~ in Argentina, $5 million of other restructuring costs associated with a Finance Transformation initiative, and $1 million of other pre-tax restructuring charges that including employee-related severance costs in North America and a refinement of estimates for prior year restructuring activities. Additionally, the nine months ended September 30, ~~2017 results include $9 million of costs~~2022. The increase was primarily ~~associated with the TIC Gums inventory that was adjusted~~due to ~~fair value at the acquisition date,~~higher interest rates and ~~$3 million of costs associated with the integration of acquired operations. Operating income for~~higher average outstanding debt balances during the nine months ended September 30, ~~2016 includes~~ pre-tax costs of $15 million consisting of employee-related severance and other costs associated with the execution of IT outsourcing contracts and $2 million of costs associated with the integration of acquired operations. Without the restructuring and acquisition-related charges, our operating income for2023 compared to the nine months ended September 30, 2017 would have grown 6 percent from the prior year period. The increase primarily reflects operating income growth in North America, partially offset by an operating income decrease in South America. Currency translation had a net favorable impact of $8 million, reflecting the movements of the Brazilian real, Argentine peso, and Canadian dollar.

North America’s third quarter of 2017 operating income increased 9 percent to $179 million from $164 million a year ago. This increase was primarily driven by net margin improvement from favorable raw material costs and operational efficiencies, partially offset by a decrease in price/product mix. North America’s operating income for the nine months ended September 30, 2017 increased 10 percent to $520 million from $474 million for the nine months ended September 30, 2016. This increase was primarily driven by net margin improvement from favorable raw material costs and operational efficiencies, in addition to organic and acquisition-related volume growth compared to the prior period, and partially offset by a decrease in price/product mix.

South America’s third quarter 2017 operating income decreased 4 percent to $26 million from $27 million a year ago. This decrease was primarily driven by a decrease in price/product mix and partially offset by a margin improvement due to favorable raw material costs. South America’s operating income for the nine months ended September 30, 2017 decreased 25 percent to $44 million from $59 million for the nine months ended September 30, 2016. This decrease was primarily driven by difficult macroeconomic conditions in the region, interruption of manufacturing activities resulting in temporary higher operating costs in Argentina during the second quarter, and unfavorable price/product mix. This decrease was partially offset by a net margin improvement from favorable raw material costs and an $8 million favorable currency translation impact reflecting the movements of the Brazilian real and Argentine peso.

2022.

Asia Pacific’s third quarter 2017 operating income was flat from $29 million a year ago. Volume growth and improved operational efficiencies were offset by a decrease in price/product mix due to core customer mix diversification. Asia Pacific’s operating income for the nine months ended September 30, 2017 increased 1 percent to $88 million from $87 million for the nine months ended September 30, 2016. This increase was driven by volume growth, improved operational efficiencies, and a net margin improvement due to favorable raw material costs, offset by a decrease in price/product mix due to core customer mix diversification.

EMEA’s third quarter 2017 operating income increased 4 percent to $26 million from $25 million a year ago. This increase was primarily driven by favorable price/product mix and volume growth during the period, partially offset by increased operating costs. EMEA’s operating income for the nine months ended September 30, 2017 increased 4 percent to $83 million from $80 million for the nine months ended September 30, 2016. This increase was primarily driven by favorable price/product mix and volume growth, partially offset by increased operational costs and a net margin decrease due to unfavorable raw material costs.

~~Financing Costs, net~~. Financing costs for the third quarter of 2017 increased to $16 million from $15 million in the prior-year period. This increase was primarily driven by higher weighted average short-term borrowing costs and an increase in short-term borrowings.

Financing costs for the nine months ended September 30, 2017 increased to $57 million from $48 million for the nine months ended September 30, 2016. This increase was due to higher weighted average short-term borrowing costs and an increase in short-term borrowings. Additionally, an increase in foreign currency transaction losses contributed to the increase.

Provision for ~~Income Taxes~~income taxes. Our ~~effective income tax rate for the third quarter of 2017 decreased to 22.1 percent from 29.2 percent a year ago. The~~ effective income tax rate for the nine months ended September 30, ~~2017 was 26.3~~2023 decreased to 21.9 percent ~~compared to 30.1~~from 28.9 percent ~~a year ago.~~

We use the U.S. dollar as the functional currency for our subsidiaries in Mexico. For the three and nine months ended September 30, 2017, the effective tax rates were reduced by 1.0 percent and 1.7 percent, respectively, due to the revaluation of the Mexican peso versus the U.S. dollar.

In addition, we increased the valuation allowance on the net deferred tax assets of a foreign subsidiary. As a result, for the three and nine months ended September 30, 2017, the effective tax rates were increased by 2.0 percent and 1.8 percent, respectively.

We had been pursuing relief from double taxation under the U.S.-Canada tax treaty for the years 2004-2013. During the fourth quarter of 2016, a tentative settlement was reached between the U.S. and Canada and, consequently, last year we established a net reserve of $24 million, including interest thereon, recorded as a $70 million liability and a $46 million benefit. In the third quarter of 2017, the two countries finalized the agreement, which eliminated the double taxation, and we paid $63 million to the IRS to settle the liability. As a result of that agreement, we are entitled to deduct a foreign exchange loss of $10 million on our 2017 U.S. federal income tax return. For the three and nine months ended September 30, 2017, the effective tax rates were reduced by 4.9 percent and 1.8 percent, respectively, due to the foreign exchange loss deduction. The foreign exchange loss was not recognized in income before taxes because it arose from the terms of the agreement.

The above discrete tax items were partially offset by individually insignificant discrete items. Without these items, the rate for the three and nine months ended September 30, 2017 would have been approximately 27.3 percent and 28.1 percent, respectively.

Our effective income tax rates for the three and nine months ended September 30, 2016 were increased by 2.3 percent and 2.5 percent, respectively, due to the devaluation of the Mexican peso versus the U.S. dollar. The impact of the Mexican peso was partially offset by individually insignificant factors. Without these items, the rates for the three and nine months ended September 30, 2016 would have been approximately 27.4 percent and 28.3 percent, respectively.

~~Comprehensive Income Attributable to Ingredion~~. Comprehensive income for the third quarter of 2017 increased to $186 million from $138 million a year ago. The increase reflects an increase in net income, favorable variances due to losses resulting from cash-flow hedging activities, and favorable currency translation adjustments.

~~Comprehensive income~~ for the nine months ended September 30, ~~2017~~2022. The decrease in the effective tax rate was primarily driven by the value of the Mexican Peso against the U.S. Dollar, the recently issued IRS Notice 2023-55, which increased our ability to claim certain foreign tax credits against U.S. taxes, a favorable country earning mix

Table of Contents

primarily due to Brazil tax law developments, and a related increase in the Company’s foreign-derived intangible income deduction.

Net income attributable to Ingredion. Net income attributable to Ingredion for the nine months ended September 30, 2023 increased to ~~$482~~$512 million from ~~$459~~$378 million for the nine months ended September 30, ~~2016. This increase reflects an~~2022. The increase in net income was due primarily to price and customer mix and a more favorable ~~variances due to losses resulting from cash-flow hedging activities,~~effective tax rate, which was partially offset by ~~unfavorable currency translation adjustments.~~

~~Liquidity~~higher corn and ~~Capital Resources~~

~~Cash provided by operating activities for~~other input costs and lower volumes.

Segment Results

North America

Net sales. North America’s net sales increased 7 percent to $3,998 million during the nine months ended September 30, ~~2017 was $524~~2023 from $3,720 million ~~as compared to $542 million a year ago. The decrease in operating cash flow primarily reflects the changes in our working capital, partially offset by an increase in our net income.~~

~~Capital expenditures of $222 million for~~during the nine months ended September 30, ~~2017 are~~2022. The increase was primarily driven by an improvement in ~~line with our capital spending plan for~~price and customer mix of 17 percent, which was partially offset by a decrease in volume of 9 percent and unfavorable foreign exchange impacts of 1 percent.

Operating income. North America’s operating income increased 30 percent to $575 million during the ~~year. We anticipate~~nine months ended September 30, 2023 from $443 million during the nine months ended September 30, 2022. The increase was driven by favorable price mix, partially offset by higher input costs and lower volume.

South America

Net sales. South America’s net sales decreased 5 percent to $795 million in the nine months ended September 30, 2023 from $835 million in the nine months ended September 30, 2022. The decrease reflected a decline in volume of 8 percent, the effect of which was partially offset by an improvement in price and customer mix of 3 percent.

Operating income. South America’s operating income decreased 23 percent to $96 million in the nine months ended September 30, 2023 from $125 million in the nine months ended September 30, 2022. The decrease was driven primarily by lower volume and higher energy costs.

Asia-Pacific

Net sales. Asia-Pacific’s net sales decreased 1 percent to $816 million in the nine months ended September 30, 2023 from $825 million in the nine months ended September 30, 2022. The decrease was driven by unfavorable volumes of 8 percent and unfavorable foreign exchange impacts of 2 percent. These impacts were partially offset by a favorable price and customer mix of 9 percent.

Operating income. Asia-Pacific’s operating income increased 26 percent to $88 million in the nine months ended September 30, 2023 from $70 million in the nine months ended September 30, 2022. The increase was primarily driven by favorable price and customer mix, partially offset by higher input costs and lower volumes.

EMEA

Net sales. EMEA’s net sales increased 9 percent to $630 million in the nine months ended September 30, 2023 from $579 million in the nine months ended September 30, 2022. The increase was driven by favorable price and customer mix of 29 percent, which was partially offset by unfavorable foreign exchange impacts of 10 percent and unfavorable volumes of 10 percent.

Operating income. EMEA’s operating income increased 46 percent to $131 million in the nine months ended September 30, 2023 compared to $90 million in the nine months ended September 30, 2022. The increase was primarily driven by favorable price and customer mix that our capital expenditures will be approximately $300 million to $325 million for 2017. During the first quarter of 2017, we repurchased approximately 1 million shares of our common stock in open market transactions for $123 million.

Liquidity and Capital Resources

As of September 30, ~~2017, the Company~~2023, we had ~~initiated two borrowings under the Term Loan totaling $380~~total available liquidity of approximately $1,631 million. ~~The proceeds were used to refinance $300~~Domestic liquidity of $672 million consisted of $5 million in cash and cash equivalents and $667 million available through a $1 billion

Table of Contents

commercial paper program that had $333 million of ~~1.8 percent senior notes due September 25, 2017 and pay down borrowings~~ outstanding ~~on the~~borrowings. The commercial paper program is backed by $1 billion of borrowing availability under a five-year revolving credit facility. On October 25, 2017, the Company initiated its third and final borrowing under the Term Loan of $40 million, bringing the total outstanding Term Loan to $420 million, due April 25, 2019. See also Note 11 of the Condensed Consolidated Financial Statements.

agreement.

As of September 30, ~~2017, there were borrowings~~2023, we had international liquidity of ~~$380~~approximately $959 million, ~~outstanding under~~consisting of $330 million of cash and cash equivalents and $6 million of short-term investments held by our operations outside the ~~Term Loan Credit Agreement and no borrowings outstanding under the Revolving Credit Facility. In addition to the borrowing availability under the Revolving Credit Agreement, we have approximately $493~~U.S., as well as $623 million of unused operating lines of credit in ~~the various~~ foreign countries ~~in which~~where we operate.

As the parent company, we guarantee certain obligations of our consolidated subsidiaries. These guarantees totaled $85 million as of September 30, 2023. We believe that those consolidated subsidiaries will be able to meet their financial obligations as they become due.

As of September 30, ~~2017,~~2023, we had total debt outstanding of ~~$1,884 million, compared to $1,956 million at December 31, 2016. As of September 30, 2017~~approximately $2.4 billion, or approximately $1.9 billion excluding the outstanding commercial paper and other short-term borrowings. Of our ~~total~~outstanding debt, $1.7 billion consists of ~~the following:~~

As of

(in millions)

September 30, 2017

3.2% senior notes due October 1, 2026

$
496

4.625% senior notes due November 1, 2020

398

6.625% senior notes due April 15, 2037

254

5.62% senior notes due March 25, 2020

200

Term loan credit agreement due April 25, 2019

380

Revolving credit facility

—

Fair value adjustment related to hedged fixed rate debt instruments

3

Long-term debt

$
1,731

Short-term borrowings

153

Total debt

$
1,884

senior notes that do not require principal repayment until 2026 through 2050. We also have a two-year, senior, unsecured $200 million term loan that matures in December 2024. The weighted average interest rate on our total indebtedness was approximately ~~4.1~~4.4 percent for the nine months ended September 30, ~~2017, compared~~2023 and approximately 3.3 percent for the nine months ended September 30, 2022.

The principal source of our liquidity is our internally generated cash flow, which we supplement as necessary with our ability to ~~3.9 percent~~borrow under our credit facilities and commercial paper program and to raise funds in the ~~comparable prior-year period.~~

On September 15, 2017, our Board of Directors declared a quarterly cash dividend of $0.60 per share of common stock. This dividend was paid on October 25, 2017 to stockholders of record at the close of business on October 2, 2017.

capital markets. We currently expect that our available cash balances, future cash flow from operations, access to debt markets and borrowing capacity under our revolving credit ~~facilities~~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.~~

future thereafter. Our future cash flow needs will depend on many factors, including our rate of revenue growth, cost of raw materials, changing working capital requirements, the timing and extent of our expansion into new markets, the timing of introductions of new products, potential acquisitions of 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 to fund our needs for less predictable strategic initiatives, such as acquisitions.

Net Cash Flows

Our cash provided by operating activities was $647 million during the nine months ended September 30, 2023 compared to cash provided by operating activities of $80 million during the nine months ended September 30, 2022. The increase was primarily due to changes in working capital and current period net income. Cash provided by changes in working capital increased by $473 million during the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 primarily due to decreases in inventory and trade accounts receivable, the effect of which was partially offset by decreases in accounts payable and accrued liabilities.

We used $233 million of cash for capital expenditures and mechanical stores purchases to update, expand and improve our facilities during the nine months ended September 30, 2023, compared to $203 million that we paid during the nine months ended September 30, 2022 for the same purposes. Capital investment commitments for 2023 are anticipated to be approximately $310 million.

We used $301 million of cash for financing activities during the nine months ended September 30, 2023 and had cash provided by financing activities of $122 million for the nine months ended September 30, 2022. The difference was primarily attributable to a net $57 million reduction of our commercial paper borrowings during the nine months ended September 30, 2023 from $372 million net borrowings of commercial paper during the nine months ended September 30, 2022.

We declare and pay cash dividends to our common stockholders of record on a quarterly basis. Dividends paid, including those to non-controlling interests, was $143 million during the nine months ended September 30, 2023 compared to $133 million during the nine months ended September 30, 2022. The increase in dividend payments was due to an increase in our quarterly dividends rate to $0.71 per share of common stock during the nine months ended September 30, 2023 from $0.65 per share during the nine months ended September 30, 2022. On August 7, 2023, our Board of Directors declared a quarterly cash dividend of $0.78 per share of common stock, which was paid on October 24, 2023, to stockholders of record at the close of business on October 2, 2023.

Table of Contents

September 30, 2022, we repurchased 0.3 million and 1.3 million shares of common stock in open market transactions at a net cost of $29 million and $112 million, respectively.

We have not provided foreign withholding taxes, state income taxes and federal and state ~~income~~ 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 $484 million of the total $505 million of cash and cash equivalents and short-term investments at September 30, 2017 was held by our operations outside of the U.S. We expect that available cash balances and credit facilities in the U.S., along with cash generated from operations and access to debt markets, will be sufficient to meet our operating and other cash needs for the foreseeable future.

~~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 clear 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 Condensed 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. We also enter into futures contracts to hedge price risk associated with fluctuations in the market price of ethanol. We are unable to directly hedge price risk related to co-product sales; however, we occasionally enter into hedges of soybean oil (a competing product to corn oil) in order to mitigate the price risk of corn oil sales. Unrealized gains and losses associated with marking our commodities-based derivative instruments to market are recorded as a component of other comprehensive income (“OCI”). At September 30, 2017, our accumulated other comprehensive loss account (“AOCI”) included $5 million of losses, net of income taxes of $4 million, related to these derivative instruments. It is anticipated that these losses will be reclassified into earnings during the next 12 months. We expect the losses to be offset by changes in the underlying commodities costs.

~~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. We primarily use derivative financial instruments such as foreign currency forward contracts, swaps and options to manage our foreign currency transactional exchange risk. At September 30, 2017, we had foreign currency forward sales contracts that are designated as fair value hedges with an aggregate notional amount of $447 million and foreign currency forward purchase contracts with an aggregate notional amount of $173 million that hedged transactional exposures.

We also have foreign currency derivative instruments that hedge certain foreign currency transactional exposures and are designated as cash-flow hedges. At September 30, 2017, AOCI included an insignificant amount of losses, net of income taxes, relating to these hedges.

We have significant operations in Argentina. We utilize the official exchange rate published by the Argentine government for re-measurement purposes. Due to exchange controls put in place by the Argentine government, a parallel market exists for exchanging Argentine pesos to U.S. dollars at rates less favorable than the official rate, although the difference in rates has decreased from past levels.

~~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 September 30, 2017.

As of September 30, 2017, AOCI included $3 million of losses (net of income taxes of $2 million) related to settled T-Locks. These deferred losses are being amortized to financing costs over the terms of the senior notes with which

~~they are associated. It is anticipated that $1 million of these losses (net of income taxes of $1 million) will be reclassified into earnings during the next 12 months.~~

As of September 30, 2017, we have interest rate swap agreements that effectively convert the interest rates on $200 million of our $400 million of 4.625 percent senior notes due November 1, 2020, to variable rates. These swap agreements call for us to receive interest at the fixed coupon rate of the respective notes and to pay interest at a variable rate based on the six-month U.S. dollar LIBOR rate plus a spread. We have designated these interest rate swap agreements as hedges of the changes in fair value of the underlying debt obligations attributable to changes in interest rates and account for them as fair-value hedges. The fair value of these interest rate swap agreements was $3 million at September 30, 2017 and is reflected in the Condensed Consolidated Balance Sheets within other assets, with an offsetting amount recorded in long-term debt to adjust the carrying amount of the hedged debt obligations.

Critical Accounting Policies and Estimates

Our critical accounting policies and estimates are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations ~~included~~ in our ~~2016~~ Annual Report on Form ~~10-K.~~10-K for the year ended December 31, 2022. There have been no changes to our critical accounting policies and estimates during the nine months ended September 30, ~~2017.~~

~~FORWARD-LOOKING STATEMENTS~~

2023.

New Accounting Pronouncements

The information called for by this section is incorporated herein by reference to Note 2 to the Condensed Consolidated Financial Statements included in this report.

Forward-Looking Statements

This Form 10-Q 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~~Ingredion intends these forward-looking statements to be covered by the safe harbor provisions for such statements.

Forward-looking statements include, among ~~other things,~~others, any statements regarding ~~the Company’s~~Ingredion’s prospects, future operations, or future financial condition, earnings, ~~revenues,~~net sales, 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~~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~~forward-looking words such as “may,” “will,” “should,” “anticipate,” ~~“assume”,~~“assume,” “believe,” “plan,” “project,” “estimate,” “expect,” “intend,” “continue,” “pro forma,” “forecast,” “outlook,” “propels,” “opportunities,” ~~“potential”~~“potential,” “provisional,” or other similar expressions or the negative thereof. All statements other than statements of historical facts ~~in this report or referred to or incorporated by reference in this report~~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 ~~are~~ beyond our control. Although we believe our expectations reflected in these forward-looking statements are based on reasonable assumptions, ~~stockholders~~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 ~~factors,~~risks and uncertainties, including effects of the conflict between Russia and Ukraine, including the impacts on the availability and prices of raw materials and energy supplies and volatility in foreign exchange and interest rates; changing consumption preferences relating to high fructose corn syrup and other products we make; the effects of global economic conditions including, particularly, continuation or worsening of the current economic, currency and political conditions in South America and economic conditions in Europe, and their impact on our sales volumes and pricing of our products, our ability to collect our receivables from customers and our ability to raise funds at reasonable rates; fluctuations in worldwide markets for corn and other commodities, and the associated risks of hedging against such fluctuations; fluctuations in the markets and prices for our co-products, particularly corn oil; fluctuations in aggregate industry supply and market demand; the behavior of financial markets, including foreign currency fluctuations and fluctuations in interest and exchange rates; volatility and turmoil in the capital markets; the commercial and consumer credit environment; general political, economic, business, and market conditions that affect customers and ~~weather conditions~~consumers in the various geographic regions and countries in which we buy our raw materials or manufacture or sell our ~~products;~~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 ~~financial performance~~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, ~~and~~ beverage, ~~paper, corrugated~~animal nutrition, and brewing industries; energy costs and availability, freight and shipping costs, and changes in regulatory controls regarding quotas, tariffs, duties, taxes and income tax rates, particularly United States tax reform; operating difficulties; availabilitythe impact of ~~raw materials, including potato starch, tapioca, gum arabic, and~~COVID-19 on our business, the ~~specific varieties of corn upon which~~demand for our products ~~are based;~~and our financial results; the uncertainty of acceptance of products developed through genetic modification and biotechnology; our ability to develop or acquire new products and services at ~~a rate~~rates or of ~~a quality~~qualities sufficient to ~~meet expectations;~~ 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,

Table of Contents

energy ~~issues in Pakistan; boiler reliability;~~costs and availability and freight and logistics; our ability to ~~effectively~~

~~integrate and operate acquired businesses; our ability to~~contain costs, achieve budgets and to realize expected ~~synergies;~~synergies, including with respect to our ability to complete planned maintenance and investment projects ~~successfully~~on time and on ~~budget; labor disputes; genetic~~budget as well as with respect to freight and ~~biotechnology issues; changing consumption preferences including those~~shipping costs; operating difficulties at our manufacturing facilities and liabilities relating to ~~high fructose corn syrup; increased competitive and/~~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 or ~~customer pressure~~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; economic, political and other risks inherent in conducting operations in foreign countries and in foreign currencies; the ~~corn-refining industry;~~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; 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, the outbreak or continuation of ~~serious communicable disease~~pandemics such as COVID-19, or ~~hostilities~~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 ~~acts of terrorism. Factors relating~~compliance with environmental regulation; changes in our tax rates or exposure to ~~the acquisition of TIC Gums~~additional income tax liability; increases in our borrowing costs that could ~~cause actual results~~result from increased interest rates; our ability to raise funds at reasonable rates and ~~developments~~other factors affecting our access to ~~differ from expectations include:~~sufficient funds for future growth and expansion; security breaches with respect to information technology systems, processes, and sites; volatility in the ~~anticipated benefits~~stock market and other factors that could adversely affect our stock price; risks affecting the continuation of ~~the acquisition, including synergies, may not be realized;~~our dividend policy; and ~~the integration of TIC Gum’s operations with those of Ingredion may be materially delayed or may be more costly or difficult than expected.~~

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 “Risk Factors” and other information included in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2022 and in our subsequent reports on ~~Forms~~Form 10-Q and ~~8-K.~~

Form 8-K filed with the Securities and Exchange Commission.

ITEM 3

3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See the discussion set forth in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk at pages 5035 to 5136 in our Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2022 for a discussion ~~as to how~~of the manner in which we address risks with respect to interest rates, raw material and energy costs and foreign currencies. There have been no material changes in the information ~~that would be~~ provided with respect to those disclosures ~~from December 31, 2016 to~~during the nine months ended September 30, ~~2017.~~

2023.

ITEM 4

4. 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 September 30, ~~2017.~~2023. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of September 30, 2023, our disclosure controls and procedures (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 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.

In the fourth quarter of 2016, we acquired Shandong Huanong Specialty Corn Development Co., Ltd. in Pingyuan County, Shandong Province, China (“Shandong Huanong”) and TIC Gums Incorporated (“TIC Gums”). In the first quarter of 2017, we acquired Sun Flour Industry Co., Ltd. (“Sun Flour”) in Thailand. We are currently in the process of evaluating and integrating the acquired operations, processes and internal controls. See Note 3 of the Notes to the Consolidated Financial Statements for additional information regarding the acquisitions.

There have been no ~~other~~ changes in our internal control over financial reporting during the ~~nine~~three months ended September 30, ~~2017~~2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART IIII. OTHER INFORMATION

ITEM 1

1. 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 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 ~~a party to a large number of labor claims~~engaged in discussions with the Illinois EPA regarding this matter.

In 2015 and 2016, Ingredion self-reported certain monitoring and recordkeeping issues relating to ~~our Brazilian operations. We have reserved an aggregate~~environmental regulatory matters involving its Indianapolis, Indiana manufacturing facility. In September 2017, following inspections and the provision by Ingredion of ~~approximately $5 million as~~requested information to the U.S. Environmental Protection Agency (the “EPA”), the EPA issued Ingredion a Notice of ~~September 30, 2017 in respect of these claims.~~Violation, which included additional alleged violations beyond those self-reported by Ingredion. These ~~labor claims~~additional alleged violations primarily relate to ~~dismissals, severance, health~~the results of stack testing at the facility. The allegations in the Notice of Violation, whether from the self-reported information, the inspections or the additional requested information, are not material to us. The EPA has referred the overall matter to the U.S. Department of Justice, Environment and ~~safety, work schedules~~Natural Resources Division (the “DOJ”). The DOJ and ~~salary adjustments.~~

Ingredion are engaged in discussions with respect to a resolution of this matter.

We are currently subject to ~~various other~~ claims and suits arising in the ordinary course of business, including those relating to labor matters, certain environmental proceedings and ~~other~~ 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 ~~even if unfavorable to us,~~ 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 2

2. UNREGISTERED SALES OF EQUITY SECURITIES, ~~AND~~ USE OF PROCEEDS,

AND ISSUER PURCHASES OF EQUITY SECURITIES

Issuer Purchases of Equity Securities:


				~~Maximum Number~~
				~~(or Approximate~~
			~~Total Number of~~	~~Dollar Value) of~~
	~~Total~~	~~Average~~	~~Shares Purchased as~~	~~Shares that may yet~~
	~~Number~~	~~Price~~	~~part of Publicly~~	~~be Purchased Under~~
	~~of Shares~~	~~Paid~~	~~Announced Plans or~~	~~the Plans or Programs~~
~~(shares in thousands)~~	~~Purchased~~	~~per Share~~	~~Programs~~	~~at end of period~~
~~July 1 – July 31, 2017~~	—	—	—	~~3,702 shares~~
~~August 1 – August 31, 2017~~	—	—	—	~~3,702 shares~~
~~September 1 – September 30, 2017~~	—	—	—	~~3,702 shares~~
~~Total~~	—	—	—

The following table presents information regarding our repurchase of shares of our common stock during the three months ended September 30, 2023.


(shares in thousands)	Total Number of Shares Purchased	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares That May Yet be Purchased Under the Plans or Programs at End of Period (in thousands)
July 1 – July 31, 2023	—	—	—	6,000 shares
August 1 – August 31, 2023	673	100.00	673	5,327 shares
September 1 – September 30, 2023	327	100.29	327	5,000 shares
Total	1,000	100.09	1,000

On ~~December 12, 2014,~~September 26, 2022, the Board of Directors authorized a new stock repurchase program permitting ~~the Company~~us to purchase up to 56.0 million shares of ~~its~~our outstanding common ~~shares~~stock from ~~January 1, 2015~~September 26, 2022 through December 31, ~~2019. At~~2025. As of September 30, ~~2017,~~2023, we have ~~3.7~~5.0 million shares available for repurchase under the stock repurchase program.

ITEM 6

5. OTHER INFORMATION

Trading Arrangements:

During the quarter ended September 30, 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 6. EXHIBITS

AND FINANCIAL STATEMENT SCHEDULES

Exhibits required by Item 601 of Regulation S-K are listed in the Exhibit Index ~~hereto.~~

~~All other items hereunder are omitted because either such item is inapplicable or the response is negative.~~

below:


~~Number~~ Exhibit No.		Description ~~of Exhibit~~
~~4.1~~		Term Loan Credit Agreement dated as of August 18, 2017, among Ingredion Incorporated, the lenders signatory 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 4.1 to the Company’s Current Report on Form 8-K dated August 18, 2017, filed on August 24, 2016) (File No. 1-13397)
~~31.1~~ 31.1†		~~CEO~~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 ~~Certification Pursuant to~~of the Sarbanes-Oxley Act of ~~2002~~2002.

~~31.2~~ 31.2†		~~CFO~~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 ~~Certification Pursuant to~~of the Sarbanes-Oxley Act of ~~2002~~2002.

~~32.1~~ 32.1††		~~CEO~~ Certification ~~Pursuant~~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 ~~created by~~adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002.

~~32.2~~ 32.2††		~~CFO~~ Certification ~~Pursuant~~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 ~~created by~~adopted pursuant to Section 906 of the ~~Sarbanes-Oxley~~Sarbanes Oxley Act of ~~2002~~2002.

~~101~~ 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).
	The following financial information from Ingredion Incorporated’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Income; (ii) the Condensed Consolidated Statements of Comprehensive Income; (iii) the Condensed Consolidated Balance Sheets; (iv) the Condensed Consolidated Statements of Equity and Redeemable Equity; (v) the Condensed Consolidated Statements of Cash Flows; and (vi) the Notes to the Condensed Consolidated Financial Statements.
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).

_____________________


†			Filed with this report.

††			Furnished with this report.

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

Date: November 7, 2023			By:
~~DATE:~~	~~November 3, 2017~~	By	/s/ James D. Gray
					James D. Gray
					Executive Vice President and Chief Financial Officer

Date: November 7, 2023			By:	/s/ Davida M. Gable
~~DATE:~~			~~November 3, 2017~~		By	~~/s/ Stephen K. Latreille~~ Davida M. Gable
					~~Stephen K. Latreille~~
		Vice President, Global Controller and ~~Corporate Controller~~ Global Shared Services


~~5 WESTBROOK CORPORATE CENTER~~ ~~WESTCHESTER, ILLINOIS~~			~~60154~~ Delaware
(State or other jurisdiction of incorporation or organization)

22-3514823
(I.R.S. Employer Identification No.)

5 Westbrook Corporate Center Westchester, Illinois	60154
(Address of principal executive offices)		(Zip Code)


~~CLASS~~ Class						~~OUTSTANDING AT OCTOBER 31, 2017~~ Outstanding at November 3, 2023
Common Stock, ~~$.01~~$0.01 par value						~~71,865,000~~65,192,468 shares


		Weighted						Number of Options (in thousands)	Weighted Average Exercise Price per Share		Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in millions)
		Average		Average	Aggregate
	Number of	Exercise		Remaining	Intrinsic
	Options	Price per		Contractual	Value
	(in thousands)	Share		Term (Years)	(in millions)
Outstanding as of December 31, 2016	2,281	$	61.39	5.93	$	145
Outstanding as of December 31, 2022							Outstanding as of December 31, 2022	2,222	$	92.32	5.16	$	24
Granted	278		117.65				Granted	197	98.69
Exercised	(299)		46.10				Exercised	(345)	72.76
Cancelled	(21)		87.50				Cancelled	(62)	105.47
Outstanding as of September 30, 2017	2,239	$	70.17	5.94	$	113
Exercisable as of September 30, 2017	1,671	$	58.04	5.33	$	105
Outstanding as of September 30, 2023							Outstanding as of September 30, 2023	2,012	$	95.89	5.17	$	15
Exercisable as of September 30, 2023							Exercisable as of September 30, 2023	1,565	$	96.88	4.20	$	12


		Weighted
		Average
	Number of	Fair Value
(RSUs in thousands)	RSUs	per Share
Non-vested as of December 31, 2016	429	$	81.04
(shares in thousands)				(shares in thousands)	Number of Restricted Shares	Weighted Average Fair Value per Share
Non-vested at December 31, 2022				Non-vested at December 31, 2022	517	$	88.04
Granted	121		119.24	Granted	217	98.29
Vested	(148)		64.94	Vested	(145)	88.13
Cancelled	(13)		93.70	Cancelled	(33)	91.18
Non-vested as of September 30, 2017	389	$	99.77
Non-vested at September 30, 2023				Non-vested at September 30, 2023	556	$	91.94


☒			x			QUARTERLY 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


		Page
Part I	Financial Information

Item 1.	Financial Statements	3
	Condensed Consolidated Statements of Income	3
	Condensed Consolidated Statements of Comprehensive Income (Loss)	4
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Equity and Redeemable Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to the Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30

Part II	Other Information

Item 1.	Legal Proceedings	31
Item 2.	Unregistered Sales of Equity Securities , Use of Proceeds , and Issuer Purchases of Equity Securities	31
Item 5.	Other Information	32
Item 6.	Exhibits	32
Signatures		34


	September 30,		December 31,
(in millions, except share and per share amounts)	2017		2016		(in millions, except share and per share amounts)	September 30, 2023		December 31, 2022
	(Unaudited)					(Unaudited)
Assets					Assets
Current assets:					Current assets:
Cash and cash equivalents	$	491	$	512	Cash and cash equivalents	$	335	$	236
Short-term investments		14		4	Short-term investments	6		3
Accounts receivable, net		901		923	Accounts receivable, net	1,380		1,411
Inventories		825		789	Inventories	1,502		1,597
Prepaid expenses		35		24	Prepaid expenses	66		62
Total current assets		2,266		2,252	Total current assets	3,289		3,309
Property, plant and equipment, net of accumulated depreciation of $2,980 and $2,826, respectively		2,186		2,116
Goodwill		803		784
Other intangible assets, net of accumulated amortization of $130 and $106, respectively		499		502
Deferred income tax assets		7		7

Property, plant and equipment, net of accumulated depreciation of $3,455 and $3,326, respectively					Property, plant and equipment, net of accumulated depreciation of $3,455 and $3,326, respectively	2,401		2,407
Intangible assets, net of accumulated amortization of $291 and $275, respectively					Intangible assets, net of accumulated amortization of $291 and $275, respectively	1,296		1,301
Other assets		132		121	Other assets	563		544
Total assets	$	5,893	$	5,782	Total assets	$	7,549	$	7,561

Liabilities and equity					Liabilities and equity
Current liabilities:					Current liabilities:
Short-term borrowings	$	153	$	106	Short-term borrowings	$	466	$	543
Accounts payable and accrued liabilities		787		872	Accounts payable and accrued liabilities	1,202		1,339
Total current liabilities		940		978	Total current liabilities	1,668		1,882

Non-current liabilities		180		158
Long-term debt		1,731		1,850	Long-term debt	1,940		1,940
Deferred income tax liabilities		154		171
Other non-current liabilities					Other non-current liabilities	474		477
Total liabilities					Total liabilities	4,082		4,299

Share-based payments subject to redemption		30		30	Share-based payments subject to redemption	49		48
Redeemable non-controlling interests					Redeemable non-controlling interests	41		51

Ingredion stockholders’ equity:					Ingredion stockholders’ equity:
Preferred stock — authorized 25,000,000 shares — $0.01 par value, none issued		—		—	Preferred stock — authorized 25,000,000 shares — $0.01 par value, none issued	—		—
Common stock — authorized 200,000,000 shares — $0.01 par value, 77,810,875 issued at September 30, 2017 and December 31, 2016, respectively		1		1
Common stock — authorized 200,000,000 shares — $0.01 par value, 77,810,875 issued at September 30, 2023 and December 31, 2022					Common stock — authorized 200,000,000 shares — $0.01 par value, 77,810,875 issued at September 30, 2023 and December 31, 2022	1		1
Additional paid-in capital		1,140		1,149	Additional paid-in capital	1,143		1,132
Less: Treasury stock (common stock: 5,964,226 and 5,396,526 shares at September 30, 2017 and December 31, 2016, respectively) at cost		(504)		(413)
Less: Treasury stock (common stock: 12,623,174 and 12,116,920 shares at September 30, 2023 and December 31, 2022, respectively) at cost					Less: Treasury stock (common stock: 12,623,174 and 12,116,920 shares at September 30, 2023 and December 31, 2022, respectively) at cost	(1,211)		(1,148)
Accumulated other comprehensive loss		(1,009)		(1,071)	Accumulated other comprehensive loss	(1,144)		(1,048)
Retained earnings		3,203		2,899	Retained earnings	4,575		4,210
Total Ingredion stockholders’ equity		2,831		2,565	Total Ingredion stockholders’ equity	3,364		3,147
Non-controlling interests		27		30
Non-redeemable non-controlling interests					Non-redeemable non-controlling interests	13		16
Total equity		2,858		2,595	Total equity	3,377		3,163
Total liabilities and equity	$	5,893	$	5,782	Total liabilities and equity	$	7,549	$	7,561


	Total Equity												Share-based
			Additional				Accumulated Other				Non-		Payments
	Common		Paid-In		Treasury		Comprehensive		Retained		Controlling		Subject to			Total Equity														Share-based Payments Subject to Redemption				Redeemable Non- Controlling Interests
(in millions)	Stock		Capital		Stock		Loss		Earnings		Interests		Redemption		(in millions)	Preferred Stock		Common Stock		Additional Paid-In Capital		Treasury Stock		Accumulated Other Comprehensive Loss		Retained Earnings		Non- Redeemable Non- Controlling Interests						Redeemable Non- Controlling Interests
Balance, December 31, 2016	$	1	$	1,149	$	(413)	$	(1,071)	$	2,899	$	30	$	30
Balance, December 31, 2022															Balance, December 31, 2022	$	—	$	1	$	1,132	$	(1,148)	$	(1,048)	$	4,210	$	16	Share-based Payments Subject to Redemption		$	48			$	51
Net income attributable to Ingredion										420					Net income attributable to Ingredion											512
Net income attributable to non-controlling interests												9			Net income attributable to non-controlling interests													6
Dividends declared										(116)		(12)			Dividends declared											(147)		(2)
Repurchases of common stock						(123)									Repurchases of common stock							(101)

Share-based compensation, net of issuance				(9)		32								—	Share-based compensation, net of issuance					4		38								1
Other comprehensive income								62
Balance, September 30, 2017	$	1	$	1,140	$	(504)	$	(1,009)	$	3,203	$	27	$	30
Fair market value adjustment to non-controlling interests															Fair market value adjustment to non-controlling interests					7														(7)
Non-controlling interest purchases															Non-controlling interest purchases																			(2)
Other comprehensive (loss)															Other comprehensive (loss)									(96)				(7)						(1)

Balance, September 30, 2023															Balance, September 30, 2023	$	—	$	1	$	1,143	$	(1,211)	$	(1,144)	$	4,575	$	13	$	49			$	41



		Preliminary
(in millions)		TIC Gums
Working capital (excluding cash)	$	49
Property, plant and equipment		37
Identifiable intangible assets		133
Goodwill		177
Total purchase price, net of cash	$	396



				Estimated
	Fair Value		Valuation Technique	Useful Life
Customer relationships	$	94	Multi-period excess earnings method	20 years
Trade names		35	Relief-from-royalty method	Indefinite
Proprietary technology		4	Relief-from-royalty method	8 years


Balance in severance accrual as of December 31, 2016	$	7
Restructuring charge for employee-related severance costs:
Argentina		15
North America Finance Transformation		3
Other		2
Prior year restructuring activities		(2)
Payments made to terminated employees		(14)
Balance in severance accrual as of September 30, 2017	$	11


	As of		As of
(in millions)	September 30, 2017		December 31, 2016
Total assets
North America	$	3,699	$	3,796
South America		877		809
Asia Pacific		796		697
EMEA		521		480
Total	$	5,893	$	5,782


	Fair Value of Derivative Instruments
		Fair Value					Fair Value
Derivatives designated as		As of		As of			As of		As of
hedging instruments:	Balance Sheet	September 30,		December 31,		Balance Sheet	September 30,		December 31,
(in millions)	Location	2017		2016		Location	2017		2016

Commodity and foreign currency	Accounts receivable, net	$	14	$	31	Accounts payable and accrued liabilities	$	28	$	25

Commodity, foreign currency, and interest rate contracts	Other assets		7		8	Non-current liabilities		7		2

Total		$	21	$	39		$	35	$	27


					Location of Gains
	Amount of Gains (Losses)				(Losses)	Amount of Gains (Losses)
Derivatives in Cash-Flow	Recognized in OCI				Reclassified from	Reclassified from AOCI into Income
Hedging Relationships	Three Months Ended		Three Months Ended		AOCI	Three Months Ended		Three Months Ended
(in millions, pre-tax)	September 30, 2017		September 30, 2016		into Income	September 30, 2017		September 30, 2016
Commodity contracts	$	(18)	$	(27)	Cost of sales	$	—	$	(5)
Foreign currency contracts		2		—	Net sales/Cost of sales		1		—
Interest rate contracts		—		—	Financing costs, net		—		(1)
Total	$	(16)	$	(27)		$	1	$	(6)


	As of September 30, 2017								As of December 31, 2016
(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	$	9	$	9	$	—	$	—	$	7	$	7	$	—	$	—
Derivative assets		21		4		17		—		39		6		33		—
Derivative liabilities		35		9		26		—		27		11		16		—
Long-term debt		1,832		—		1,832		—		1,929		—		1,929		—


	Three Months Ended September 30, 2017					Three Months Ended September 30, 2016
	Net Income					Net Income
	Available		Weighted	Per Share		Available		Weighted	Per Share			Three Months Ended September 30, 2023					Three Months Ended September 30, 2022
(in millions, except per share amounts)	to Ingredion		Average Shares	Amount		to Ingredion		Average Shares	Amount		(in millions, except per share amounts)	Net Income Available to Ingredion		Weighted Average Shares	Per Share Amount		Net Income Available to Ingredion		Weighted Average Shares	Per Share Amount

Basic EPS	$	166	71.9	$	2.31	$	143	72.5	$	1.98	Basic EPS	$	158	66.0	$	2.39	$	106	65.8	$	1.61

Effect of Dilutive Securities:											Effect of Dilutive Securities:
Incremental shares from assumed exercise of dilutive stock options and vesting of dilutive RSUs and other awards			1.4					1.8			Incremental shares from assumed exercise of dilutive stock options and vesting of dilutive RSUs and other awards			1.0					0.8

Diluted EPS	$	166	73.3	$	2.26	$	143	74.3	$	1.93	Diluted EPS	$	158	67.0	$	2.36	$	106	66.6	$	1.59


	Nine Months Ended September 30, 2017					Nine Months Ended September 30, 2016
	Net Income					Net Income
	Available		Weighted	Per Share		Available		Weighted	Per Share			Nine Months Ended September 30, 2023					Nine Months Ended September 30, 2022
(in millions, except per share amounts)	to Ingredion		Average Shares	Amount		to Ingredion		Average Shares	Amount		(in millions, except per share amounts)	Net Income Available to Ingredion		Weighted Average Shares	Per Share Amount		Net Income Available to Ingredion		Weighted Average Shares	Per Share Amount

Basic EPS	$	420	72.0	$	5.83	$	391	72.2	$	5.42	Basic EPS	$	512	66.1	$	7.75	$	378	66.4	$	5.69

Effect of Dilutive Securities:											Effect of Dilutive Securities:
Incremental shares from assumed exercise of dilutive stock options and vesting of dilutive RSUs and other awards			1.4					1.8			Incremental shares from assumed exercise of dilutive stock options and vesting of dilutive RSUs and other awards			1.0					0.7

Diluted EPS	$	420	73.4	$	5.72	$	391	74.0	$	5.29	Diluted EPS	$	512	67.1	$	7.63	$	378	67.1	$	5.63


	As of September 30,		As of December 31,
(in millions)	2017		2016
Finished and in process	$	497	$	478
Raw materials		274		260
Manufacturing supplies and other		54		51
Total inventories	$	825	$	789


			Deferred				Unrealized		Accumulated
	Cumulative		Gain (Loss)		Pension and		Gain		Other
	Translation		on Hedging		Postretirement		on		Comprehensive
(in millions)	Adjustment		Activities		Adjustment		Investment		Loss
Balance, December 31, 2016	$	(1,008)	$	(7)	$	(56)	$	—	$	(1,071)
Other comprehensive income (loss) before reclassification adjustments		62		(4)		1		1		60
Amount reclassified from accumulated OCI		—		1		(1)		—		—
Tax benefit		—		2		—		—		2
Net other comprehensive income (loss)		62		(1)		—		1		62
Balance, September 30, 2017	$	(946)	$	(8)	$	(56)	$	1	$	(1,009)