ingr-20230331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


			x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023


			o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-13397

Ingredion Incorporated

(Exact name of registrant as specified in its charter)


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)

(708) 551-2600

Registrant’s telephone number, including area code)

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


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.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

Yes x No o

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	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. o

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

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


Class						Outstanding at May 4, 2023
Common Stock, $.01 par value						66,016,122 shares

Table of Contents

INGREDION INCORPORATED

FORM 10-Q

TABLE OF CONTENTS


		Page
Part I	Fi nancial Information

Item 1 .	Financial Statements	4
	Condensed Consolidated Statements of Income	4
	Condensed Consolidated Statements of Comprehensive Income	5
	Condensed Consolidated Balance Sheets	6
	Condensed Consolidated Statements of Equity and Redeemable Equity	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to the Condensed Consolidated Financial Statements	9
Item 2 .	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3 .	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4 .	Controls and Procedures	26

Part II	Ot her Information

Item 1 .	Legal Proceedings	27
Item 2 .	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 6 .	Exhibits	28
Signatures		30

Table of Contents

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Ingredion Incorporated

Condensed Consolidated Statements of Income

(Unaudited)


	Three Months Ended March 31,
(in millions, except per share amounts)	2023		2022
Net sales	$	2,137	$	1,892
Cost of sales	1,650		1,513
Gross profit	487		379

Operating expenses	187		169
Other operating expense (income)	9		(2)
Restructuring/impairment charges	—		2

Operating income	291		210

Financing costs	32		24
Other non-operating (income)	—		(1)

Income before income taxes	259		187
Provision for income taxes	65		54
Net income	194		133
Less: Net income attributable to non-controlling interests	3		3
Net income attributable to Ingredion	$	191	$	130

Weighted average common shares outstanding:
Basic	66.1		66.9
Diluted	67.1		67.6

Earnings per common share of Ingredion:
Basic	$	2.89	$	1.94
Diluted	$	2.85	$	1.92

See the Notes to the Condensed Consolidated Financial Statements.

Table of Contents

Ingredion Incorporated

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)


	Three Months Ended March 31,
(in millions)	2023		2022
Net income	$	194	$	133
Other comprehensive income:
(Losses) gains on cash flow hedges, net of income tax effect of $16 and $46, respectively	(42)		130
(Gains) losses on cash flow hedges reclassified to earnings, net of income tax effect of $4 and $12, respectively	(14)		(34)
Currency translation adjustment	6		38
Comprehensive income	144		267
Less: Comprehensive (loss) income attributable to non-controlling interests	(3)		2
Comprehensive income attributable to Ingredion	$	147	$	265

See the Notes to the Condensed Consolidated Financial Statements.

Table of Contents

Ingredion Incorporated

Condensed Consolidated Balance Sheets


(in millions, except share and per share amounts)	March 31, 2023		December 31, 2022
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	216	$	236
Short-term investments	5		3
Accounts receivable, net	1,455		1,411
Inventories	1,663		1,597
Prepaid expenses	63		62
Total current assets	3,402		3,309

Property, plant and equipment, net of accumulated depreciation of $3,369 and $3,326, respectively	2,397		2,407
Intangible assets, net of accumulated amortization of $281 and $275, respectively	1,297		1,301
Other assets	549		544
Total assets	$	7,645	$	7,561

Liabilities and equity
Current liabilities:
Short-term borrowings	$	701	$	543
Accounts payable and accrued liabilities	1,191		1,339
Total current liabilities	1,892		1,882

Long-term debt	1,938		1,940
Other non-current liabilities	450		477
Total liabilities	4,280		4,299

Share-based payments subject to redemption	38		48
Redeemable non-controlling interests	51		51

Ingredion stockholders’ equity:
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 March 31, 2023 and December 31, 2022	1		1
Additional paid-in capital	1,133		1,132
Less: Treasury stock (common stock: 11,839,634 and 12,116,920 shares at March 31, 2023 and December 31, 2022, respectively) at cost	(1,127)		(1,148)
Accumulated other comprehensive loss	(1,098)		(1,048)
Retained earnings	4,354		4,210
Total Ingredion stockholders’ equity	3,263		3,147
Non-redeemable non-controlling interests	13		16
Total equity	3,276		3,163
Total liabilities and equity	$	7,645	$	7,561

See the Notes to the Condensed Consolidated Financial Statements.

Table of Contents

Ingredion Incorporated

Condensed Consolidated Statements of Equity and Redeemable Equity

(Unaudited)


	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

SEC Form 10-Q filed by Ingredion Incorporated