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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

or

			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

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Table of Contents

INGREDION INCORPORATED

FORM 10-Q

TABLE OF CONTENTS

						Page
Part I			Financial 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			Other Information
Item 1.			Legal Proceedings			27
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			27
Item 6.			Exhibits			28
Signatures						30

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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.

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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.

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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.

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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																																										3
Dividends declared																																				(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

						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																																				(43)
Repurchases of common stock, net																								(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

See the Notes to the Condensed Consolidated Financial Statements.

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Ingredion Incorporated

Condensed Consolidated Statements of Cash Flows

(Unaudited)

						Three Months Ended March 31,
(in millions)						2023						2022
Cash (used for) operating activities
Net income						$	194					$	133
Non-cash charges to net income:
Depreciation and amortization						54						53
Mechanical stores expense						18						13
Other non-cash charges						20						18
Changes in working capital:
Accounts receivable and prepaid expenses						(44)						(126)
Inventories						(87)						(119)
Accounts payable and accrued liabilities						(171)						(45)
Margin accounts						(19)						28
Other						(16)						(7)
Cash (used for) operating activities						(51)						(52)
Cash used for investing activities
Capital expenditures and mechanical stores purchases						(76)						(85)
Proceeds from disposal of manufacturing facilities and properties						1						5
Other						(6)						4
Cash used for investing activities						(81)						(76)
Cash provided by financing activities
Proceeds from borrowings						318						147
Payments on debt						(267)						(123)
Commercial paper borrowings, net						107						178
Repurchases of common stock, net						—						(39)
Issuances (settlements) of common stock for share-based compensation, net						2						(1)
Dividends paid, including to non-controlling interests						(47)						(43)
Cash provided by financing activities						113						119
Effects of foreign exchange rate changes on cash						(1)						5
(Decrease) in cash and cash equivalents						(20)						(4)
Cash and cash equivalents, beginning of period						236						328
Cash and cash equivalents, end of period						$	216					$	324

See the Notes to the Condensed Consolidated Financial Statements.

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Ingredion Incorporated

Notes to Condensed Consolidated Financial Statements

1.Interim Financial Statements

References to the “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 Ingredion’s Annual Report on Form 10-K for the year ended December 31, 2022.

The unaudited Condensed Consolidated Financial Statements as of March 31, 2023 and for the quarter ended March 31, 2023 and 2022 included herein were prepared by management on the same basis as Ingredion’s audited Consolidated Financial Statements for the year ended December 31, 2022 and reflect all adjustments (consisting solely of normal recurring items unless otherwise noted) that are, in the opinion of management, necessary for the fair presentation of the Condensed Consolidated Statements of Income, Condensed Consolidated Statements of Comprehensive Income, Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Equity and Redeemable Equity, and Condensed Consolidated Statements of Cash Flows. The results for the interim period are not necessarily indicative of the results expected for the full year or any other future period.

2. 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

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

In September 2022, the FASB issued ASU No. 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. The amendments require filers to disclose information about supplier finance programs that is sufficient to allow financial statement users to understand their nature, activity during the period, changes from period to period and potential magnitude. The amendments in this update are effective for annual periods beginning after December 15, 2022, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. We have adopted the updates to the standard and will adopt the amendment on rollforward information in the future. These updates did not have an impact to our Condensed Consolidated Balance Sheets. The disclosure required by the recently adopted accounting standard is reflected in Note 12 of the Notes to Condensed Consolidated Financial Statements. We are currently assessing the impact of the rollforward information amendment on our Condensed Consolidated Financial Statements.

3. Acquisitions

Other Acquisitions

On December 1, 2022, we acquired a 65 percent controlling interest in Mannitab Pharma Specialties Private Limited ("Mannitab"), which is an Indian manufacturer of spray dried mannitol and fine grade mannitol, for $22 million. We have agreed to acquire the remaining 35 percent of Mannitab on or before March 2026. As the purchase accounting for the acquisition is not yet complete, we preliminarily recognized $22 million within Other assets on the Condensed Consolidated Balance Sheets. We will finalize the purchase accounting in 2023. Beginning at the acquisition date, our Condensed Consolidated Financial Statements reflect the preliminary effects of the acquisition and Mannitab's financial results, which we report on a one month lag in our Asia-Pacific reportable business segment.

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On August 1, 2022, we acquired Amishi Drugs and Chemicals Private Limited ("Amishi") for $7 million, which added $3 million of 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 preliminary effects of the acquisition and Amishi's financial results, which we report in our Asia-Pacific reportable business segment.

4. Investments

Investments consisted of the following as of:

(in millions)						March 31, 2023						December 31, 2022
Equity investments						$	23					$	23
Equity method investments						116						113
Marketable securities						4						3
Total investments						$	143					$	139

Our investments classified as equity investments do not have readily determinable fair values. Beginning on the dates we entered into the agreements for equity method investments, our share of income from them is included within Other operating expense (income) in the Condensed Consolidated Statements of Income. All of our investments are recorded within Other assets on the Condensed Consolidated Balance Sheets.

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 industries in Argentina, Chile and Uruguay. As of March 31, 2023, Ingredion and Grupo Arcor had completed all closing conditions, pending customary antitrust review, to combine the manufacturing facilities, finalize the transaction and formally establish the Argentina joint venture, which is managed by a jointly appointed team of executives.

5. Derivative Instruments and Hedging Activities

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

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

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 further mitigate commodity price risk related to anticipated purchases of corn. During the first quarter of 2023 and 2022, we recognized gains of $1 million and $2 million, respectively, on non-designated commodity contracts.

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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 loss ("OCL") and included in the equity section of the Condensed Consolidated Balance Sheets as part of accumulated other comprehensive loss ("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 period a hedge is determined to be ineffective. 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. Gains and losses from cash flow hedging instruments reclassified from AOCL to earnings are reported as Cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows.

We had outstanding futures and option contracts that hedged the forecasted purchase of approximately 101 million and 120 million bushels of corn as of March 31, 2023 and December 31, 2022, respectively. We also had outstanding swap contracts that hedged the forecasted purchase of approximately 34 million and 31 million mmbtus of natural gas as of March 31, 2023 and December 31, 2022, respectively.

Foreign currency hedging: 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 the results of our foreign operations are translated to U.S. dollars and to transactional foreign-exchange risk when transactions not denominated in the functional currency are revalued. Our foreign-exchange risk management strategy uses derivative financial instruments such as foreign currency forward contracts, swaps and options to manage our transactional foreign exchange risk. We enter into foreign currency derivative instruments that are designated as both cash flow hedging instruments as well as instruments not designated as hedging instruments for accounting purposes in order to mitigate 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 $491 million and $405 million as of March 31, 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 $298 million and $239 million as of March 31, 2023 and December 31, 2022, respectively.

We hedge certain assets using foreign currency cash flow hedging instruments, which had a notional value of $549 million and $668 million as of March 31, 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 $796 million and $840 million as of March 31, 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 fair value of existing debt instruments and by evaluating hedging opportunities. Our risk management strategy is to monitor interest rate risk attributable to both our outstanding and forecasted debt obligations as well as our offsetting hedge positions. Derivative financial instruments that 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 variability in cash flows associated with future interest payments caused by market fluctuations in the benchmark interest rate until the fixed interest rate is established and are accounted for as cash flow hedges. Accordingly, changes in the fair value of the T-Locks are recorded to AOCL until the consummation of the underlying debt offering, at which time any realized gain (loss) is amortized to earnings over the life of the debt. During 2020, we entered into and settled T-Locks associated with the issuance of senior notes due in 2030 and 2050. The realized loss upon settlement of the T-Locks was recorded in AOCL and is amortized into earnings over the term of the senior notes. We did not have outstanding T-Locks as of March 31, 2023 and December 31, 2022.

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

Derivatives in Cash Flow Hedging Relationships						Gains (Losses) included in AOCL as of
(in millions)						March 31, 2023						December 31, 2022
Commodity contracts, net of income tax effect of $17 and $3, respectively						$	(48)					$	8
Foreign currency contracts, net of income tax effect of $—						1						1
Interest rate contracts, net of income tax effect of $1						(3)						(3)
Total						$	(50)					$	6

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

						Fair Value of Hedging Instruments as of March 31, 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						$	10					$	21					$	31					$	2					$	9					$	11
Other assets						1						3						4						—						—						—
Assets						11						24						35						2						9						11
Accounts payable and accrued liabilities						71						13						84						2						11						13
Non-current liabilities						5						7						12						—						—						—
Liabilities						76						20						96						2						11						13
Net Assets/(Liabilities)						$	(65)					$	4					$	(61)					$	—					$	(2)					$	(2)

						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)

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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 March 31,												Income Statement						Three Months Ended March 31,
(in millions)						2023						2022						Location						2023						2022
Commodity contracts						$	(67)					$	171					Cost of sales						$	9					$	44
Foreign currency contracts						9						5						Net sales/Cost of sales						9						2
Interest rate contracts						—						—						Financing costs, net						—						—
Total						$	(58)					$	176											$	18					$	46

As of March 31, 2023, AOCL included $41 million of net losses (net of income taxes of $15 million) on commodities-related derivative instruments, T-Locks and foreign currency hedges designated as cash flow hedges that are expected to be reclassified into earnings during the next 12 months.

6. 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 hierarchy of those valuation approaches is in three levels based on the reliability of inputs. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Below is a summary of the hierarchy levels:

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

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

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

						As of March 31, 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						46						45						1						—						60						49						11						—
Derivative liabilities						109						67						42						—						64						51						13						—
Long-term debt						1,771						—						1,771						—						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 swaps contracts are recognized at fair value. Foreign currency forward contracts, swaps and options are also recognized at fair value. The fair value of our Long-term debt is estimated based on quotations of major securities dealers who are market makers in the securities.

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7. Financing Arrangements

Presented below are our debt carrying amounts, net of related discounts, premiums and debt issuance costs and fair values as of March 31, 2023 and December 31, 2022:

(in millions)						As of March 31, 2023						As of December 31, 2022
2.900% senior notes due June 1, 2030						$	596					$	595
3.200% senior notes due October 1, 2026						498						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						—						4
Total long-term debt						1,938						1,940
Commercial paper						497						390
Other short-term borrowings						204						153
Total short-term borrowings						701						543
Total debt						$	2,639					$	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 U.S. commercial paper market. We use the note proceeds for general corporate purposes. During the first quarter of 2023, the average amount of commercial paper outstanding was $460 million with an average interest rate of 4.79 percent and a weighted average maturity of 7 days. During the first quarter of 2022, the average amount of commercial paper outstanding was $353 million with an average interest rate of 0.38 percent and a weighted average maturity of 27 days. As of March 31, 2023, $497 million of commercial paper was outstanding with an average interest rate of 5.11 percent and a weighted average maturity of 6 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 in 2023 is expected to fluctuate.

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

8. Commitments and Contingencies

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 March 31, 2023 and December 31, 2022, we had $29 million and $27 million, respectively, of remaining tax incentives recorded within Other assets on the Condensed Consolidated Balance Sheets.

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9. Pension and Other Postretirement Benefits

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 March 31,
						U.S. Plans												Non-U.S. Plans
(in millions)						2023						2022						2023						2022
Service cost						$	—					$	1					$	1					$	1
Interest cost						4						2						2						2
Expected return on plan assets						(4)						(4)						(2)						(2)
Net periodic benefit cost (a)						$	—					$	(1)					$	1					$	1

We anticipate that we will make cash contributions of $1 million and $3 million to our U.S. and non-U.S. pension plans, respectively, in 2023. For the first quarter of 2023, we made cash contributions of approximately $1 million to the non-U.S. plans and an insignificant amount to the U.S. plans.

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

						Three Months Ended March 31,
(in millions)						2023						2022
Service cost						$	—					$	—
Interest cost						1						1
Net periodic benefit cost (a)						$	1					$	1

_______________________________________

(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, and amortization of actuarial loss components of net periodic benefit cost are presented within Other non-operating (income) on the Condensed Consolidated Statements of Income.

10. 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 new 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.

There were zero shares of common stock repurchased in the first quarter of 2023. During the first quarter of 2022, we repurchased approximately 455 thousand shares of common stock in open market transactions at a net cost of $39 million.

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

						Three Months Ended March 31,
(in millions)						2023						2022
Stock options:
Pre-tax compensation expense						$	1					$	1
Income tax benefit						—						—
Stock option expense, net of income taxes						1						1
Restricted stock units ("RSUs"):
Pre-tax compensation expense						4						3
Income tax benefit						(1)						—
RSUs, net of income taxes						3						3
Performance shares and other share-based awards:
Pre-tax compensation expense						4						3
Income tax benefit						—						(1)
Performance shares and other share-based compensation expense, net of income taxes						4						2
Total share-based compensation:
Pre-tax compensation expense						9						7
Income tax benefit						(1)						(1)
Total share-based compensation expense, net of income taxes						$	8					$	6

Stock Options: Under 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 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. We estimate a forfeiture rate at the time of grant and update the estimate throughout the vesting period of the stock options within the amount of compensation costs recognized in each period.

We granted non-qualified options to purchase 197 thousand shares and 281 thousand shares for the first quarter of 2023 and 2022, respectively. The fair value of each option grant was estimated using the Black-Scholes option-pricing model with the following assumptions:

						Three Months Ended March 31,
						2023						2022
Expected life (in years)						5.5						5.5
Risk-free interest rate						4.0		%				2.0		%
Expected volatility						28.3		%				23.8		%
Expected dividend yield						2.9		%				2.9		%

The expected life of options represents the weighted average period that we expect options granted to be outstanding giving consideration to vesting schedules and 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 our common stock, and dividend yields are based on our dividend yield at the date of issuance.

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A summary of stock option transactions for the first quarter of 2023 is as follows:

						Number of Options (in thousands)						Weighted Average Exercise Price per Share						Average Remaining Contractual Term (Years)						Aggregate Intrinsic Value (in millions)
Outstanding as of December 31, 2022						2,222						$	92.32					5.16						$	24
Granted						197						98.69
Exercised						(148)						63.51
Cancelled						—						—
Outstanding as of March 31, 2023						2,271						$	94.75					5.61						$	25
Exercisable as of March 31, 2023						1,786						$	95.38					4.67						$	20

For the first quarter of 2023, cash received from the exercise of stock options was approximately $9 million. As of March 31, 2023, the unrecognized compensation cost related to non-vested stock options totaled $6 million, which is expected to be amortized over the weighted-average period of approximately 1.7 years.

Additional information pertaining to stock option activity is as follows:

						Three Months Ended March 31,
(dollars in millions, except per share)						2023						2022
Weighted average grant date fair value of stock options granted (per share)						$	23.80					$	15.04
Total intrinsic value of stock options exercised						6						1

Restricted Stock Units: 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 our service. The fair value of the RSUs is determined based upon the number of shares granted and the quoted market price of our common stock at the grant date.

The following table summarizes RSU activity during the first quarter of 2023:

(shares in thousands)						Number of Restricted Shares						Weighted Average Fair Value per Share
Non-vested at December 31, 2022						517						$	88.04
Granted						203						98.46
Vested						(137)						88.44
Cancelled						(5)						89.11
Non-vested at March 31, 2023						578						$	91.64

At March 31, 2023, the total remaining unrecognized compensation cost related to RSUs was $33 million, which will be amortized on a weighted-average basis over approximately 2.1 years.

Performance Shares: We have a long-term incentive plan for senior management in the form of performance shares. The vesting of the performance shares is generally based on two performance metrics. Fifty percent of the performance shares awarded vest based on our total shareholder return as compared to the 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 (“ROIC”) against an established ROIC target.

For the 2023 performance shares awarded based on our total shareholder return, the number of shares that ultimately vest can range from zero to 200 percent of the grant depending on our total shareholder return as compared to the total shareholder return of our peer group. The share award vesting will be calculated at the end of the three-year period and is subject to approval by management and the People, Culture, and Compensation Committee ("Compensation Committee") of the Board of Directors. Compensation expense is based on the fair value of the performance shares at the

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grant date, established using a Monte Carlo simulation model. The total compensation expense for these awards is amortized over a three-year graded vesting schedule.

For the 2023 performance shares awarded 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. Compensation expense is based 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. The total compensation expense for these awards is amortized over a three-year graded vesting schedule.

For the first quarter of 2023, we awarded 92,628 thousand performance shares at a weighted average fair value of $114.26 per share. As of March 31, 2023, the unrecognized compensation cost related to these awards was $19 million, which will be amortized over the remaining service period of 2.3 years. The 2020 performance share awards that vested in February 2023 achieved a 77 percent payout of the granted performance shares. As of March 31, 2023, the 2021 performance share awards are estimated to pay out at 180 percent. There were zero shares cancelled during the first quarter of 2023.

Accumulated Other Comprehensive Loss: The following is a summary of accumulated other comprehensive income (loss) for the first quarter of 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 income (loss) before reclassification adjustments						6						(58)						—						(52)
(Gain) loss reclassified from accumulated OCL						—						(18)						—						(18)
Tax benefit						—						20						—						20
Net other comprehensive income (loss)						6						(56)						—						(50)
Balance, March 31, 2023						$	(1,002)					$	(50)					$	(46)					$	(1,098)

(in millions)						Cumulative Translation Adjustment						Hedging Activities						Pension and Postretirement Adjustment						AOCL
Balance, December 31, 2021						$	(903)					$	48					$	(42)					$	(897)
Other comprehensive gain before reclassification adjustments						38						176						—						214
(Gain) reclassified from accumulated OCL						—						(46)						—						(46)
Tax (provision)						—						(34)						—						(34)
Net other comprehensive income						38						96						—						134
Balance, March 31, 2022						$	(865)					$	144					$	(42)					$	(763)

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

						Three Months Ended March 31, 2023																		Three Months Ended March 31, 2022
(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						$	191					66.1						$	2.89					$	130					66.9						$	1.94
Effect of Dilutive Securities:
Incremental shares from assumed exercise of dilutive stock options and vesting of dilutive RSUs and other awards												1.0																		0.7
Diluted EPS						$	191					67.1						$	2.85					$	130					67.6						$	1.92

Approximately 0.7 million and 1.3 million share-based awards of common stock were excluded for the first quarter of 2023 and 2022, respectively, from the calculation of the weighted average number of shares outstanding for diluted EPS because their effects were anti-dilutive.

11. Information by Segment and Geographic Region

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 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 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 be impracticable.

Presented below are our net sales to unaffiliated customers by reportable segment for the periods indicated:

						Three Months Ended March 31,
(in millions)						2023						2022
Net sales to unaffiliated customers:
North America						$	1,356					$	1,174
South America						269						252
Asia-Pacific						277						272
EMEA						235						194
Total net sales						$	2,137					$	1,892

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

						Three Months Ended March 31,
(in millions)						2023						2022
Operating income:
North America						$	207					$	156
South America						41						38
Asia-Pacific						28						22
EMEA						57						31
Corporate						(37)						(34)
Subtotal						296						213
Acquisition/integration costs						—						(1)
Restructuring/impairment charges						—						(2)
Other matters						(5)						—
Total operating income						$	291					$	210

Presented below are our total assets by reportable segment as of March 31, 2023 and December 31, 2022:

(in millions)						As of March 31, 2023						As of December 31, 2022
Assets:
North America (a)						$	4,614					$	4,499
South America						907						949
Asia-Pacific						1,456						1,467
EMEA						668						646
Total assets						$	7,645					$	7,561

_____________________

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

12. Supplementary Information

Accounts Receivable, Net

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

(in millions)						As of March 31, 2023						As of December 31, 2022
Accounts receivable — trade						$	1,276					$	1,200
Accounts receivable — other						198						228
Allowance for credit losses						(19)						(17)
Total accounts receivable						$	1,455					$	1,411

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

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Inventories

Inventories as of March 31, 2023 and December 31, 2022, consist of:

(in millions)						As of March 31, 2023						As of December 31, 2022
Finished and in process						$	998					$	962
Raw materials						575						539
Manufacturing supplies						90						96
Total inventories						$	1,663					$	1,597

Supply Chain Finance Programs

Under supply chain finance programs administered by third party banks, our suppliers have the opportunity to sell receivables due from us to participating financing institutions and receive earlier payment at a discount. Our responsibility is limited to making payment on the terms originally negotiated with our supplier, regardless of whether such supplier sells its receivable to a financial institution. The payment terms we negotiate with a supplier are independent of whether such supplier participates in a supply chain finance program, and participation in any such program by a supplier has no effect on our income or cash flows.

As of March 31, 2023 and December 31, 2022, participating financial institutions held $142 million and $175 million, respectively, of our liabilities recorded in accounts payable and accrued liabilities on our Condensed Consolidated Balance Sheets. As of March 31, 2023, supply chain finance programs existed for operations in Brazil, Mexico and certain PureCircle entities.

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

Overview

Ingredion is a 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 people, nature and technology together to make life better. As of March 31, 2023, we had 47 manufacturing facilities located in North America, South America, 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.

During the quarter ended March 31, 2023, we achieved growth in net sales, operating income, net income and diluted earnings per share when compared to the same quarter last year. The increase in our net sales was driven by price and customer mix, and partially offset by lower volume and impacts of foreign exchange rates. Cost of sales increased due to higher corn and manufacturing expense inflation, although the pace of inflation decelerated as economic growth slowed and supply chains recovered. These factors led to higher gross margins and higher operating income compared to the first quarter of 2022.

Our 2023 first quarter net sales of $2.1 billion were over 13 percent higher than our 2022 first quarter net sales of $1.9 billion. Our operating income for the first quarter of 2023 was $291 million, which increased from $210 million for the first quarter of 2022. Net income attributable to Ingredion and diluted earnings per share for the first quarter of 2023 was $191 million, or $2.85 diluted earnings per share, which represented an increase from $130 million, or $1.92 diluted earnings per share, for the first quarter of 2022. The increases in net sales, operating income, net income and diluted earnings per share were primarily due to stronger price mix that more than offset higher corn and input costs.

Results of Operations

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

We acquired the majority of shares of Mannitab on December 1, 2022 and fully acquired Amishi on 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 beginning on the respective acquisition dates, 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 expense (income) 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 the impacts of acquisitions and investments on our results, our discussion below also addresses results of operations excluding those impacts, where appropriate, to provide a more comparable and meaningful analysis.

For the First Quarter of 2023

With Comparatives for the First Quarter of 2022

Net sales. Net sales increased 13 percent to $2,137 million for the first quarter of 2023 compared to $1,892 million for the first quarter of 2022. The increase in net sales was driven by price and customer mix, which was partially offset by lower volumes and foreign currency impacts.

Cost of sales. Cost of sales increased by 9 percent to $1,650 million during the first quarter of 2023 compared to cost of sales of $1,513 million during the first quarter of 2022. The increase in cost of sales primarily reflected higher net corn and other input costs. Our gross profit margin of 23 percent during the first quarter of 2023 increased from 20 percent for the first quarter of 2022.

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Operating expenses. Operating expenses increased 11 percent to $187 million during the first quarter of 2023 compared to $169 million during the first quarter of 2022. The increase in operating expenses was primarily attributable to cost impacts of higher inflation. Operating expenses as a percentage of net sales were approximately 9 percent in both the first quarter of 2023 and the first quarter of 2022.

Other operating expense (income). Other operating expense (income) was $9 million during the first quarter of 2023 compared to $(2) million during the first quarter of 2022. The 2023 expense was primarily attributable to charges related to a U.S.-based work stoppage.

Financing costs. Financing costs increased 33 percent to $32 million in the first quarter of 2023 compared to $24 million in the first quarter of 2022. The increase was primarily due to higher average outstanding debt balances, as well as higher interest rates during the first quarter of 2023 as compared to the first quarter of 2022.

Provision for income taxes. Our effective income tax rates for the first quarter of 2023 and 2022 were 25.1 percent and 28.9 percent, respectively. The decrease in the effective tax rate was primarily driven by the appreciation of the Mexican peso against the U.S. dollar during the first quarter of 2023.

Net income attributable to non-controlling interests. Net income attributable to non-controlling interests was $3 million for both the first quarter of 2023 and the first quarter of 2022.

Net income attributable to Ingredion. Net income attributable to Ingredion for the first quarter of 2023 increased to $191 million from $130 million for the first quarter of 2022. The increase in net income was due primarily to price mix, which was partially offset by higher corn and input costs.

North America

Net sales. North America’s net sales increased 16 percent to $1,356 million during the first quarter of 2023 from $1,174 million during the first quarter of 2022. The increase was primarily driven by a 23 percent improvement in price mix. This impact was partially offset by a 7 percent decrease in volume.

Operating income. North America’s operating income increased 33 percent to $207 million during the first quarter of 2023 from $156 million during the first quarter of 2022. The increase was driven by favorable price mix, which was partially offset by higher corn and input costs.

South America

Net sales. South America’s net sales increased 7 percent to $269 million in the first quarter of 2023 from $252 million in the first quarter of 2022. The increase reflected a 15 percent improvement in price mix, which was partially offset by an unfavorable foreign exchange impact of 5 percent and a 3 percent decrease in volume.

Operating income. South America’s operating income increased 8 percent to $41 million in the first quarter of 2023 from $38 million in the first quarter of 2022. The increase was driven by favorable price mix and lower corn costs. These impacts were partially offset by lower volumes.

Asia-Pacific

Net sales. Asia-Pacific’s net sales increased 2 percent to $277 million in the first quarter of 2023 from $272 million in the first quarter of 2022. The increase was driven by a favorable price mix of 16 percent, which was partially offset by unfavorable volumes of 9 percent and unfavorable foreign exchange impacts of 5 percent.

Operating income. Asia-Pacific’s operating income increased 27 percent to $28 million in the first quarter of 2023 from $22 million in the first quarter of 2022. The increase was primarily driven by favorable price mix that was partially offset by higher raw material, supplies and utilities costs.

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EMEA

Net sales. EMEA’s net sales increased by 21 percent to $235 million in the first quarter of 2023 from $194 million in the first quarter of 2022. The increase was driven by favorable price mix of 37 percent, which was partially offset by unfavorable foreign exchange impacts of 15 percent and unfavorable volumes of 1 percent.

Operating income. EMEA’s operating income increased 84 percent to $57 million in the first quarter of 2023 compared to $31 million in the first quarter of 2022. The increase was primarily driven by favorable price mix that was partially offset by higher raw material costs.

Liquidity and Capital Resources

As of March 31, 2023, Ingredion had total available liquidity of approximately $1,204 million. Domestic liquidity of $524 million consisted of $21 million in cash and cash equivalents and $503 million available through a $1 billion commercial paper program that had $497 million of outstanding borrowings. The commercial paper program, which we entered on July 27, 2021, is backed by $1 billion of borrowing availability under a five-year revolving credit agreement that we entered on June 30, 2021, and amended on November 30, 2022.

As of March 31, 2023, we had international liquidity of approximately $680 million, consisting of $195 million of cash and cash equivalents and $5 million of short-term investments held by our operations outside the U.S., as well as $480 million of unused operating lines of credit in foreign countries where we operate. As the parent company, we guarantee certain obligations of our consolidated subsidiaries, which guarantees aggregated $56 million as of March 31, 2023. We believe that those consolidated subsidiaries will be able to meet their financial obligations as they become due.

As of March 31, 2023, we had total debt outstanding of approximately $2.6 billion, or approximately $1.9 billion excluding the outstanding commercial paper and other short-term borrowings. Of our outstanding debt, $1.7 billion consists of senior notes that do not require principal repayment until 2026 through 2050. The weighted average interest rate on our total indebtedness was approximately 4.3 percent for the first quarter of 2023 and approximately 3.1 percent for the first quarter of 2022.

The principal source of our liquidity is our internally generated cash flow, which we supplement as necessary with our ability to borrow under our credit facilities and commercial paper program and to raise funds in the 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 facility and commercial paper program, will provide us with sufficient liquidity to fund our anticipated capital expenditures, dividends and other operating, investing and financing activities for at least the next twelve months and for the foreseeable future thereafter. Our future cash flow needs will depend on many factors, including our rate 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 short term borrowings increased $158 million during the three months ended March 31, 2023, which we primarily used to invest in capital expenditures and mechanical stores purchases, pay dividends, and fund operating activities. Our cash used for operating activities was $51 million during the first quarter of 2023 as compared to cash used for operating activities of $52 million in the first quarter of 2022.

We used $76 million of cash for capital expenditures and mechanical stores purchases to update, expand and improve our facilities during the first quarter of 2023, as compared to $85 million that we paid during the first quarter of 2022 for the same purposes. Capital investment commitments for 2023 are anticipated to be approximately $300 million.

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 $47 million during the first quarter of 2023 as compared to $43 million during the first quarter of 2022. This increase was due to the increase in our quarterly dividend from $0.65 to $0.71 per share of common stock during the third quarter of 2022. On March 15, 2023, our Board of Directors declared a quarterly

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cash dividend of $0.71 per share of common stock, which was paid on April 25, 2023, to stockholders of record at the close of business on April 3, 2023.

We did not repurchase common stock during the first quarter of 2023. During the first quarter of 2022, we repurchased approximately 455 thousand outstanding shares of common stock in open market transactions at a net cost of $39 million.

We have not provided foreign withholding taxes, state income taxes and federal and state taxes on foreign currency gains/losses on accumulated undistributed earnings of certain foreign subsidiaries because these earnings are considered to be permanently reinvested. It is not practicable to determine the amount of the unrecognized deferred tax liability related to the undistributed earnings. We do not anticipate the need to repatriate funds to the U.S. to satisfy domestic liquidity needs arising in the ordinary course of business, including liquidity needs associated with our domestic debt service requirements.

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 in our Annual Report on Form 10-K for the year ended December 31, 2022. There have been no changes to our critical accounting policies and estimates during the first quarter of 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. Ingredion intends these forward-looking statements to be covered by the safe harbor provisions for such statements.

Forward-looking statements include, among others, any statements regarding Ingredion’s prospects, future operations, or future financial condition, earnings, net sales, tax rates, capital expenditures, cash flows, expenses or other financial items, including management’s plans or strategies and objectives for any of the foregoing and any assumptions, expectations or beliefs underlying any of the foregoing.

These statements can sometimes be identified by the use of forward-looking words such as “may,” “will,” “should,” “anticipate,” “assume,” “believe,” “plan,” “project,” “estimate,” “expect,” “intend,” “continue,” “pro forma,” “forecast,” “outlook,” “propels,” “opportunities,” “potential,” “provisional,” or other similar expressions or the negative thereof. All statements other than statements of historical facts therein are “forward-looking statements.”

These statements are based on current circumstances or expectations, but are subject to certain inherent risks and uncertainties, many of which are difficult to predict and beyond our control. Although we believe our expectations reflected in these forward-looking statements are based on reasonable assumptions, investors are cautioned that no assurance can be given that our expectations will prove correct.

Actual results and developments may differ materially from the expectations expressed in or implied by these statements, based on various risks and uncertainties, including 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 and the general political, economic, business, and market conditions that affect customers and consumers in the various geographic regions and countries in which we buy our raw materials or manufacture or sell our products, and the impact these factors may have on our sales volumes, the pricing of our products and our ability to collect our receivables from customers; future purchases of our products by major industries which we serve and from which we derive a significant portion of our sales, including, without limitation, the food, beverage, animal nutrition, and brewing industries; the impact of COVID-19 on our business, the demand for our products 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 rates or of qualities sufficient to gain market acceptance; increased

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competitive and/or customer pressure in the corn-refining industry and related industries, including with respect to the markets and prices for our primary products and our co-products, particularly corn oil; price fluctuations, supply chain disruptions, and shortages affecting inputs to our production processes and delivery channels, including raw materials, energy costs and availability and freight and logistics; our ability to contain costs, achieve budgets and realize expected synergies, including with respect to our ability to complete planned maintenance and investment projects on time and on budget as well as with respect to freight and shipping costs; operating difficulties at our manufacturing facilities and liabilities relating to product safety and quality; the effects of climate change and legal, regulatory, and market measures to address climate change; our ability to successfully identify and complete acquisitions or strategic alliances on favorable terms as well as our ability to successfully integrate acquired businesses or implement and maintain strategic alliances and achieve anticipated synergies with respect to all of the foregoing; economic, political and other risks inherent in conducting operations in foreign countries and in foreign currencies; the behavior of financial and capital markets, including with respect to foreign currency fluctuations, fluctuations in interest and exchange rates and market volatility and the associated risks of hedging against such fluctuations; 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 pandemics such as COVID-19, or the occurrence of other significant events beyond our control; the impact of impairment charges on our goodwill or long-lived assets; changes in government policy, law, or regulation and costs of legal compliance, including compliance with environmental regulation; changes in our tax rates or exposure to additional income tax liability; increases in our borrowing costs that could result from increased interest rates; our ability to raise funds at reasonable rates and other factors affecting our access to sufficient funds for future growth and expansion; security breaches with respect to information technology systems, processes, and sites; volatility in the stock market and other factors that could adversely affect our stock price; risks affecting the continuation of our dividend policy; and our ability to maintain effective internal control over financial reporting.

Our forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of the statement as a result of new information or future events or developments. If we do update or correct one or more of these statements, investors and others should not conclude that we will make additional updates or corrections. For a further description of these and other risks, see "Risk Factors" and other information included in our Annual Report on Form 10-K for the year ended December 31, 2022 and in our subsequent reports on Form 10-Q and Form 8-K filed with the Securities and Exchange Commission.

ITEM 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 35 to 36 in our Annual Report on Form 10-K for the year ended December 31, 2022 for a discussion 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 provided with respect to those disclosures during the first quarter of 2023.

ITEM 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 March 31, 2023. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of March 31, 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.

There have been no changes in our internal control over financial reporting during the first quarter of 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

ITEM 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 engaged in discussions with the Illinois EPA regarding this matter.

In 2015 and 2016, Ingredion self-reported certain monitoring and recordkeeping issues relating to environmental regulatory matters involving its Indianapolis, Indiana manufacturing facility. In September 2017, following inspections and the provision by Ingredion of requested information to the U.S. Environmental Protection Agency (the “EPA"), the EPA issued Ingredion a Notice of Violation, which included additional alleged violations beyond those self-reported by Ingredion. These additional alleged violations primarily relate to 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 Natural Resources Division (the "DOJ"). The DOJ and Ingredion are engaged in discussions with respect to a resolution of this matter.

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

ITEM 2

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities:

The following table presents information regarding our repurchase of shares of our common stock during the first quarter of 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)

January 1 – January 31, 2023

—

—

—

6,000 shares

February 1 – February 28, 2023

—

—

—

6,000 shares

March 1 – March 31, 2023

—

—

—

6,000 shares

Total

—

—

—

On September 26, 2022, the Board of Directors authorized a new stock repurchase program permitting us to purchase up to 6.0 million shares of our outstanding common stock from September 26, 2022 through December 31, 2025. As of March 31, 2023, we have 6.0 million shares available for repurchase under the stock repurchase program.

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ITEM 6. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

a) Exhibits

Exhibits required by Item 601 of Regulation S-K are listed in the Exhibit Index below:

EXHIBIT INDEX

Exhibit No.			Description
10.1*†			Letter of Agreement, dated as of November 1, 2021, between Ingredion and Nancy Wolfe.
10.2†			Revolving Credit Agreement, dated as of June 30, 2021, as amended, by and among Ingredion Incorporated, as Borrower, the Subsidiary Borrowers from time-to-time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
31.1†			Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2†			Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1††			Certification of Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2††			Certification of Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101.INS†			XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH†			Inline XBRL Taxonomy Extension Schema Document.
101.CAL†			Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF†			Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB†			Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE†			Inline XBRL Taxonomy Extension Presentation Linkbase Document.

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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.
*			Management contract or compensatory plan or arrangement to be filed as an exhibit to this form pursuant to Item 6 of this report.

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SIGNATURES

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: May 8, 2023			By:			/s/ James D. Gray
			James D. Gray
			Executive Vice President and Chief Financial Officer
Date: May 8, 2023			By:			/s/ Davida M. Gable
			Davida M. Gable
			Vice President, Global Controller and Global Shared Services

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