Ingredion Inc
For the period ended Sep 30, 2026. Filed Nov 6, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 6, 2026
INGR$91.72-5.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-07.
0001628280-26-054722
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-06.
0001628280-26-071518
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 109 previous paragraphs and 86 current paragraphs.
39 unchanged; 40 reworded; 6 added; 27 removed; 3 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
Net income attributable to Ingredion for year-to-date 2026 decreased to $398 million from $564 million for year-to-date 2025, primarily driven by impacts associated with a second-quarter thermal event at our Bedford Park, Illinois manufacturing facility (the “Argo facility”) and higher manufacturing costs and raw materials inputs. Operating income decreased 26 percent to $592 million for year-to-date 2026 from $796 million for year-to-date 2025, which included restructuring/impairment charges primarily due to the closure of our Cabo, Brazil facility, partially offset by a $26 million gain from the sale of land from a previously closed facility in Australia. Income before taxes reflected a $44 million net gain for the second quarter 2026 sale of our majority ownership of the Pakistan business and $42 million of net hedging losses in year-to-date 2026, recorded in Financing costs for foreign exchange risk mitigation for our pending acquisition of Tate & Lyle. Net sales declined slightly to $5,434 million for year-to-date 2026 from $5,462 million for year-to-date 2025.
Current report
Third Quarter of 2026
Current report
With Comparatives to Third Quarter of 2025
Current report
Net sales. Net sales decreased 1 percent to $1,792 million for the third quarter of 2026 compared to $1,816 million for the third quarter of 2025. Excluding revenues from the Pakistan business in which we sold our majority ownership at the end of the second quarter of 2026, third quarter 2026 revenues increased 2 percent from the third quarter last year, primarily due to favorable foreign exchange impacts and higher volumes in F&II-LATAM and T&HS.
Current report
Restructuring and impairment charges, net. Restructuring and impairment charges, net was a $14 million benefit for the third quarter of 2026 compared to $3 million of charges for the third quarter of 2025. In the third quarter of 2026, we recognized a $26 million gain for the sale of property at a previously closed facility in Australia, this was partially offset by charges incurred from other previously announced facility closures.
Current report
Provision for income taxes. Our effective income tax rate for the third quarter of 2026 was 26.8 percent, compared to 28.6 percent for the third quarter of 2025. The decrease in the effective tax rate was primarily attributable to the change in the permanent reinvestment status of our Pakistan business recorded in the third quarter of 2025 and a favorable ruling in Brazil regarding the taxability of ICMS credits recognized in the third quarter of 2026. These favorable items were partially offset by the change in the value of the Mexican peso relative to the U.S. dollar.
Removed paragraphs (27)
Previous report
Tate & Lyle is a global specialty food and beverage solutions business that develops ingredients and solutions that reduce sugar, calories and fat, and add fiber and protein to food and drink, across categories including beverage, dairy, bakery and snacks, as well as soups, sauces and dressings. Tate & Lyle has reported that, for its financial year ended March 31, 2026, its revenue from continuing operations totaled £2.0 billion. Tate & Lyle reports that it currently has approximately 5,000 employees working in about 70 locations in 37 countries, serving customers in more than 120 countries.
Previous report
We believe that the combination of the Ingredion and Tate & Lyle businesses will create a global scaled provider of specialty ingredient solutions for a healthier, tastier and more sustainable future of food. Among other effects, we expect the combination to:
Previous report
•Broaden our specialty ingredients platform across texturants, sugar reduction and fortification, adding complementary capabilities in multi-ingredient systems and recipe development
Previous report
•Expand our ability to address customer needs across a wider range of end-use categories and applications
Previous report
•Leverage complementary geographic supply networks across the Americas, Europe, the Middle East and Africa, and Asia Pacific to deliver faster, more reliable and cost-effective ingredients and solutions for customers and consumers worldwide
Previous report
Transaction Structure
Previous report
It is intended that the pending acquisition will be implemented by means of a court-sanctioned scheme of arrangement (the “Scheme”) under Part 26 of the UK Companies Act 2006 (the “UK Companies Act”). Following the satisfaction or, where permitted, waiver of other specified conditions, the effectiveness of the Scheme will be conditioned upon the sanction of the Scheme by the High Court of Justice in England and Wales (the “Court”).
Previous report
Financial Terms
Previous report
Under the pending acquisition terms, Tate & Lyle shareholders will be entitled to receive 595 pence in cash for each Tate & Lyle ordinary share held (“Cash Consideration”). In addition to such Cash Consideration, Tate & Lyle shareholders will be entitled to receive dividends (the “Permitted Dividends”) consisting of a final dividend in relation to the Tate & Lyle financial year ended March 31, 2026 of no greater than 13.2 pence per ordinary share and an interim dividend in relation to the Tate & Lyle six-month period ending September 30, 2026 of no greater than 6.8 pence per ordinary share. The financial terms of the pending acquisition are final, except that, if on any date before the Scheme becomes effective, any dividend or other distribution or other return of capital (other than the Permitted Dividends) is declared, made or paid or becomes payable in respect of the Tate & Lyle shares, we reserve the right to reduce the pending acquisition consideration payable by the amount of such dividend or other distribution or other return of capital.
Previous report
Tate & Lyle ordinary shares included in the pending acquisition will include ordinary shares represented by American depositary shares evidenced by American depositary receipts, in accordance with the related deposit agreement. This program will be terminated upon the effectiveness of the Scheme.
Previous report
Governance
Previous report
Immediately following completion of the pending acquisition, Tate & Lyle will be a subsidiary of ours. James P. Zallie, our Chairman and Chief Executive Officer, will serve as Chairman and Chief Executive Officer of the combined group upon completion of the pending acquisition.
Previous report
Employee Compensation
Previous report
Employees participating in share plans administered by Tate & Lyle will, to the extent their awards and options under the Tate & Lyle share plans vest or are exercised in accordance with the terms of such plans and the Scheme, be able to receive the Cash Consideration in respect of any Tate & Lyle ordinary shares underlying such awards and options to which they become entitled and continue to hold as of the date specified in the Scheme, or later acquire. We have agreed to grant, as soon as reasonably practicable after the Scheme effective date, replacement awards to be settled in cash or shares of Ingredion common stock (as elected by us) to all individuals who held outstanding, unvested awards under the Tate & Lyle performance share plan immediately before the date Court hearing to sanction the Scheme (the “Court Hearing”) and lost value due to the application of time pro-rating of such outstanding awards. Each replacement award will generally be subject to time-based vesting and continued employment, will be equal in value to the number of ordinary shares underlying each outstanding award that lapsed on the Court Hearing date due to the application of time pro-rating (but after any reduction based on assessment of performance and any other required adjustment) multiplied by the Cash Consideration per share, and will generally vest or be payable on the vesting date or release date of the participant’s outstanding award replaced by such replacement award.
Previous report
For Tate & Lyle to incentivize and retain key employees to ensure successful completion of the pending acquisition and to protect the business to be acquired, we have agreed that Tate & Lyle may implement cash employee retention awards of an aggregate value of up to £18 million for approximately 100 Tate & Lyle group employees identified as being critical to the business (other than the Chief Executive Officer and the Chief Financial Officer). Of such retention awards, which would be conditioned on continued employment by the relevant employee, 50 percent generally would be payable as soon as reasonably practicable after the Scheme effective date and the balance would be payable as soon as reasonably practicable following a date falling three to 12 months (depending on the employee’s role) after the Scheme effective date. In addition, the Chief Executive Officer and the Chief Financial Officer will be entitled to receive cash retention awards, which would be within the £18 million aggregate value for all retention awards, equal to 150 percent and 125 percent, respectively, of their annual base salaries, which would be payable as soon as reasonably practicable following the date falling three months after the Scheme effective date, subject, among specified conditions, to completion of the pending acquisition and to requirements relating to continued employment.
Previous report
Conditions to Completion
Previous report
The completion of the pending acquisition is subject to approval of the Scheme by shareholders of Tate & Lyle and other customary conditions. At meetings held on July 28, 2026, the Tate & Lyle shareholders approved the Scheme and passed the resolution required to approve, implement and effect the Scheme and the pending acquisition in accordance with the UK Companies Act.
Previous report
The remaining conditions to completion of the pending acquisition include, among others and in addition to approval of the Scheme by the Court, (i) the Scheme becoming unconditional and effective, subject to the provisions of the UK City Code on Takeovers and Mergers, no later than December 8, 2027, or such later date as we or Tate & Lyle may notify to the other, such date to be no later than June 8, 2028, or as we and Tate & Lyle may agree with the consent or at the direction of the UK Panel on Takeovers and Mergers (the “Panel”) and as the Court may allow, as required, (ii) the satisfaction or, where permitted, waiver of conditions relating to clearance of the pending acquisition under the competition and antitrust laws of the United States, the United Kingdom, the European Union, China and other specified countries (the “Material Antitrust Conditions”), (iii) the absence of specified events or circumstances, including any threatened or pending legal proceeding, investigation or similar action, enactment of any law or issuance of any regulation or order, or taking of other action by a government, governmental body or other person that could or might reasonably be expected to materially delay or otherwise adversely affect completion of the pending acquisition or realization of the expected benefits thereof, (iv) the accuracy of information disclosed to us in our due diligence review, subject to standards of materiality, and (v) subject to specified exceptions, the absence since March 31, 2026 of any event or circumstance that could reasonably be expected to materially and adversely affect the Tate & Lyle group as a whole.
Previous report
Under a co-operation agreement between us and Tate & Lyle entered into on June 8, 2026 (the “Co-operation Agreement”), we have agreed to take all necessary steps to ensure satisfaction of the Material Antitrust Conditions and other specified regulatory conditions to completion of the pending acquisition, and Tate & Lyle has given undertakings to cooperate reasonably and on a timely basis with us for the purposes of obtaining any regulatory authorizations necessary to implement the pending acquisition.
Previous report
No contractual termination fee will be payable by either company to the other company upon any termination of the pending acquisition transaction prior to its completion.
Previous report
Takeover Offer Election
Previous report
Although it is intended that the pending acquisition will be implemented by a Scheme, we have reserved the right, subject to the prior consent of the Panel, if required, and, so long as the Co-operation Agreement is continuing, subject to the terms of the Co-operation Agreement, to elect to implement the pending acquisition by way of a takeover offer, as that term is defined in the UK Companies Act.
Previous report
For a discussion of certain risks associated with the pending acquisition see Part II. Item 1A. Risk Factors.
Previous report
Net income attributable to Ingredion for year-to-date 2026 decreased to $256 million from $393 million for year-to-date 2025. The decrease in net income was driven by acquisition-related costs and losses of $53 million associated with our pending acquisition of Tate & Lyle, including $47 million of acquisition-related foreign exchange hedging losses recorded in Financing costs, partially offset by a $44 million net gain for the second quarter of 2026 sale of the majority ownership of the Pakistan business. Operating income decreased 29 percent to $391 million for year-to-date 2026 from $547 million for year-to-date 2025, which included lower gross profit due to higher manufacturing costs and costs associated with the thermal even at our Argo facility, and increased restructuring/impairment expenses primarily due to the closure of our Cabo, Brazil facility. Net sales remained flat at $3,642 million for year-to-date 2026 from $3,646 million for year-to-date 2025.
Previous report
Second Quarter of 2026
Previous report
With Comparatives to Second Quarter of 2025
Previous report
Net sales. Net sales decreased slightly to $3,642 million for year-to-date 2026 compared to $3,646 million for year-to-date 2025, primarily due to lower price mix and volumes, offset by favorable foreign exchange impacts.
Reworded paragraphs (40)
Previous wording
Cost of sales. Cost of sales increased 5 percent to $1,424 million for the second quarter of 2026 compared to $1,356 million for the second quarter of 2025. The increase was due primarily to increased manufacturing costs and costs associated with the thermal event at our Argo facility. As a result, gross profit margin decreased to 23 percent for the second quarter of 2026 from 26 percent for the second quarter of 2025.
Current wording
Cost of sales. Cost of sales increased 2 percent to $1,393 million for the third quarter of 2026 compared to $1,361 million for the third quarter of 2025. The increase was due primarily to higher costs for raw material inputs and higher manufacturing expenses. As a result, the gross profit margin decreased to 22 percent for the third quarter of 2026 from 25 percent for the third quarter of 2025.
Previous wording
Operating expenses. Operating expenses decreased to $207 million for the second quarter of 2026 compared to $208 million for the second quarter of 2025. Operating expenses as a percentage of net sales was 11 percent for both the second quarter of 2026 and 2025.
Current wording
Operating expenses. Operating expenses increased 6 percent to $215 million for the third quarter of 2026 compared to $203 million for the third quarter of 2025, primarily due to acquisition costs incurred in connection with our pending acquisition of Tate & Lyle. Operating expenses as a percentage of net sales increased to 12 percent for the third quarter of 2026 from 11 percent for the third quarter of 2025.
Previous wording
Other operating (income), net. Other operating (income), net was $14 million for the second quarter of 2026 compared to $5 million for the second quarter of 2025. The increase was primarily driven by income from equity investments.
Current wording
Other operating income, net. Other operating income, net was $3 million for the third quarter of 2026 compared to zero for the third quarter of 2025, primarily due to income from equity method investments.
Previous wording
Financing costs. Financing costs were $55 million for the second quarter of 2026 compared to $12 million from the second quarter of 2025. The increase was primarily due to $47 million of acquisition-related foreign exchange hedging losses for the pending acquisition of Tate & Lyle.
Current wording
Financing costs. Financing costs were $5 million for the third quarter of 2026 compared to $7 million from the third quarter of 2025. Excluding $5 million of acquisition-related foreign exchange hedging gains for our pending acquisition of Tate & Lyle, unfavorable impacts from foreign exchange offset lower interest expense on debt.
Previous wording
Other non-operating expense, net. Other non-operating expense, net was $2 million for the second quarter of 2026 due to an impairment on an equity investment. There was no such impairment in the second quarter of 2025.
Current wording
Other non-operating expense, net. Other non-operating expense, net was $2 million for the third quarter of 2026 compared to $1 million for the third quarter of 2025.
Previous wording
Net income attributable to Ingredion. Net income attributable to Ingredion for the second quarter of 2026 decreased to $114 million from $196 million for the second quarter of 2025. The decrease was primarily due to the decrease in gross profit, higher restructuring/impairment charges, and foreign exchange losses, described above, in the second quarter of 2026, partially offset by the gain from the sale of the majority ownership of the Pakistan business.
Current wording
Net income attributable to Ingredion. Net income attributable to Ingredion for the third quarter of 2026 decreased to $142 million from $171 million for the third quarter of 2025. The decrease was primarily due to the decrease in gross profit and to acquisition costs incurred in connection with our pending acquisition of Tate & Lyle, described above, partially offset by the gain from the sale of property at a previously closed facility in Australia.
Previous wording
Net sales. T&HS net sales increased to $627 million for the second quarter of 2026 from $599 million for the second quarter of 2025. The increase was primarily due to higher volumes, partially offset by lower price mix.
Current wording
Net sales. T&HS net sales increased to $610 million for the third quarter of 2026 from $605 million for the third quarter of 2025. The increase was primarily due to higher volumes, partially offset by lower price mix and unfavorable foreign exchange.
Previous wording
Segment operating income. T&HS operating income increased 5 percent to $117 million for the second quarter of 2026 compared to $111 million for the second quarter of 2025. The increase was primarily due to volume growth, partially offset by unfavorable price mix and higher tapioca costs.
Current wording
Segment operating income. T&HS operating income decreased 10 percent to $95 million for the third quarter of 2026 compared to $105 million for the third quarter of 2025. The decrease was primarily due to unfavorable tapioca costs and manufacturing expense, as well as unfavorable price mix, partially offset by positive volumes and operating expense.
Previous wording
Net sales. F&II–LATAM net sales increased 3 percent to $611 million for the second quarter of 2026 from $596 million for the second quarter of 2025. The increase was primarily due to favorable foreign exchange impacts, partially offset by lower volumes and lower price mix.
Current wording
Net sales. F&II–LATAM net sales increased 7 percent to $624 million for the third quarter of 2026 from $585 million for the third quarter of 2025. The increase was primarily due to favorable foreign exchange impacts and higher volumes, partly offset by unfavorable price mix.
Previous wording
Segment operating income. F&II–LATAM operating income decreased 7 percent to $118 million for the second quarter of 2026 compared to $127 million for the second quarter of 2025. The decrease was driven primarily by Mexico’s transactional currency impacts and a more challenging demand environment.
Current wording
Segment operating income. F&II–LATAM operating income decreased 6 percent to $109 million for the third quarter of 2026 compared to $116 million for the third quarter of 2025. The decrease was driven primarily by Mexico’s transactional currency impacts, business disruption resulting from an earthquake in Colombia, partly offset by higher volumes.
Previous wording
Net sales. F&II–U.S./Canada net sales decreased 7 percent to $488 million for the second quarter of 2026 from $523 million for the second quarter of 2025. The decrease was primarily due to lower volumes from production challenges at our Argo facility as well as softer volumes and price mix.
Current wording
Net sales. F&II–U.S./Canada net sales decreased 1 percent to $504 million for the third quarter of 2026 from $507 million for the third quarter of 2025. The decrease was primarily due to lower volumes, partly offset by favorable price mix.
Previous wording
Segment operating income. F&II–U.S./Canada operating income decreased 33 percent to $58 million for the second quarter of 2026 from $86 million for the second quarter of 2025. The decrease resulted primarily from production challenges at our Argo facility as well as softer volumes and price mix.
Current wording
Segment operating income. F&II–U.S./Canada operating income decreased 36 percent to $52 million for the third quarter of 2026 from $81 million for the third quarter of 2025. The decrease resulted primarily from higher manufacturing costs at our Argo facility, as well as volume declines, partially offset by favorable price mix.
Previous wording
Net sales. All Other net sales increased 8 percent to $124 million for the second quarter of 2026 from $115 million for the second quarter of 2025. The increase was primarily due to higher sales from our protein fortification business.
Current wording
Net sales. All Other net sales decreased 55 percent to $54 million for the third quarter of 2026 from $119 million for the third quarter of 2025. The decrease was primarily due to lost sales from the Pakistan business that we sold in the second quarter of 2026.
Previous wording
Operating income (loss). All Other operating income (loss) was $6 million for the second quarter of 2026 and $(1) million for the second quarter of 2025, reflecting improved performance in the protein fortification business.
Current wording
Operating loss. All Other operating loss was $11 million for the third quarter of 2026 and $4 million for the third quarter of 2025, reflecting improved performance in our protein fortification business, which partially offset the impact of the sale of the majority stake in our Pakistan business..
Previous wording
Net sales. Net sales increased 1 percent to $1,850 million for the second quarter of 2026 compared to $1,833 million for the second quarter of 2025. The increase was primarily driven by favorable foreign exchange impacts and volumes, partially offset by less favorable price mix.
Current wording
Net sales. Net sales decreased to $5,434 million for year-to-date 2026 compared to $5,462 million for year-to-date 2025. Excluding revenues from the Pakistan business in which we sold our majority ownership at the end of the second quarter of 2026, third quarter and year-to-date 2026 revenues increased 1 percent, primarily due to favorable foreign exchange impacts and higher volumes, partially offset by unfavorable price mix and volumes.
Previous wording
Cost of sales. Cost of sales increased 4 percent to $2,815 million for year-to-date 2026 compared to $2,703 million for year-to-date 2025. The increase was primarily due to higher manufacturing costs and costs associated with the thermal event at our Argo facility, which contributed to a decrease in gross profit margin to 23 percent for year-to-date 2026 compared to 26 percent for year-to-date 2025.
Current wording
Cost of sales. Cost of sales increased 4 percent to $4,208 million for year-to-date 2026 compared to $4,064 million for year-to-date 2025. The increase was primarily due to higher manufacturing costs and costs associated with a thermal event at our Argo facility, which contributed to a decrease in gross profit margin to 23 percent for year-to-date 2026 compared to 26 percent for year-to-date 2025.
Previous wording
Operating expenses. Operating expenses increased 1 percent to $407 million for year-to-date 2026 compared to $401 million for year-to-date 2025. Operating expenses as a percentage of net sales were 11 percent for both year-to-date 2026 and 2025.
Current wording
Operating expenses. Operating expenses increased 3 percent to $622 million for year-to-date 2026 compared to $604 million for year-to-date 2025, primarily due to costs incurred in connection with our pending acquisition of Tate & Lyle. Operating expenses as a percentage of net sales were 11 percent for both year-to-date 2026 and 2025.
Previous wording
Other operating (income), net. Other operating (income), net was $27 million for year-to-date 2026 compared to $15 million for year-to-date 2025, primarily due to higher income from our equity investments.
Current wording
Other operating income, net. Other operating income, net was $30 million for year-to-date 2026 compared to $15 million for year-to-date 2025, primarily due to higher income from our equity investments.
Previous wording
Restructuring and impairment charges. Restructuring and impairment charges were $56 million for year-to-date 2026 primarily related to impairment and restructuring costs associated with the closure of the Cabo, Brazil facility. Restructuring and impairment charges were $10 million for year-to-date 2025 and were primarily attributable to impairment charges for certain equity investments and decommissioning costs for previously announced plant closures.
Current wording
Restructuring and impairment charges, net. Restructuring and impairment charges, net of $42 million for year-to-date 2026 primarily related to $48 million of impairment and restructuring costs associated with the closure of the Cabo, Brazil facility and costs for other previously announced facility closures, partially offset by a $26 million gain for the sale of property at a previously closed facility in Australia. Restructuring and impairment charges, net were $13 million for year-to-date 2025 and were primarily attributable to impairment charges for decommissioning costs for previously announced plant closures.
Previous wording
Financing costs. Financing costs increased 205 percent to $64 million for year-to-date 2026 compared to $21 million for year-to-date 2025. The increase was primarily due to acquisition-related foreign exchange hedging losses of $47 million for the pending acquisition of Tate & Lyle.
Current wording
Financing costs. Financing costs increased 146 percent to $69 million for year-to-date 2026 compared to $28 million for year-to-date 2025. The increase was primarily due to acquisition-related foreign exchange hedging losses of $42 million incurred in connection with the pending acquisition of Tate & Lyle.
Previous wording
Net (gain) on sale of business. Net (gain) on sale of business was $44 million for the year-to-date 2026 due to the sale of the majority ownership of the Pakistan business. There was no such gain in year-to-date 2025.
Current wording
Net gain on sale of business. Net gain on sale of business was $44 million for the year-to-date 2026 due to the sale of our majority ownership of the Pakistan business. There was no such gain in year-to-date 2025.
Previous wording
Provision for income taxes. Our effective income tax rate for the second quarter of 2026 was 33.7 percent compared to 23.6 percent for the second quarter of 2025. The increase in the effective tax rate was primarily attributable to the gain on the sale of our majority ownership of the Pakistan business and the change in the value of the Mexican peso relative to the U.S. dollar. These impacts were partially offset by the utilization of previously unbenefited capital losses.
Current wording
Provision for income taxes. Our effective income tax rate for year-to-date 2026 increased to 28.6 percent from 25.8 percent for year-to-date 2025. The increase in the effective tax rate was primarily attributable to the gain on the sale of our majority ownership interest in the Pakistan business and the change in the value of the Mexican peso relative to the U.S. dollar. These impacts were partially offset by a favorable ruling in Brazil regarding the taxability of ICMS credits.
Previous wording
Net income attributable to Ingredion. Net income attributable to Ingredion for year-to-date 2026 decreased to $256 million from $393 million for year-to-date 2025. The decrease was primarily due to the decrease in gross profit, higher restructuring/impairment charges, and the foreign exchange hedging losses, described above, recorded in the second quarter of 2026, partially offset by the gain from the sale of the majority ownership of the Pakistan business.
Current wording
Net income attributable to Ingredion. Net income attributable to Ingredion for year-to-date 2026 decreased to $398 million from $564 million for year-to-date 2025. The decrease was primarily due to the decrease in gross profit, higher restructuring/impairment charges, and the foreign exchange hedging losses, described above, partially offset by the gain from the sale of our majority ownership of the Pakistan business and by the gain from the sale of property at a previously closed facility in Australia.
Previous wording
Net sales. T&HS net sales increased 4 percent to $1,244 million for year-to-date 2026 from $1,201 million for year-to-date 2025. The increase was primarily due to higher volumes and favorable foreign exchange impacts, partially offset by unfavorable price mix.
Current wording
Net sales. T&HS net sales increased 3 percent to $1,854 million for year-to-date 2026 from $1,806 million for year-to-date 2025. The increase was primarily due to higher volumes and favorable foreign exchange impacts, partially offset by unfavorable price mix.
Previous wording
Segment operating income. T&HS operating income increased 3 percent to $217 million for year-to-date 2026 from $210 million for year-to-date 2025. The increase was primarily due to lower raw material and manufacturing costs, partially offset by unfavorable price mix.
Current wording
Segment operating income. T&HS operating income decreased 1 percent to $312 million for year-to-date 2026 from $315 million for year-to-date 2025. The decrease was primarily due to unfavorable price mix and higher tapioca costs, partly offset by positive volumes and lower operating costs.
Previous wording
Net sales. F&II–LATAM net sales increased 2 percent to $1,190 million for year-to-date 2026 from $1,169 million for year-to-date 2025. The increase was primarily due favorable foreign exchange impacts, offset by lower price mix from lower raw material input costs and lower volumes.
Current wording
Net sales. F&II–LATAM net sales increased 3 percent to $1,814 million for year-to-date 2026 from $1,754 million for year-to-date 2025. The increase was primarily due favorable foreign exchange impacts and volumes, partially offset by lower price mix.
Previous wording
Segment operating income. F&II–LATAM operating income decreased 8 percent to $233 million for year-to-date 2026 from $254 million for year-to-date 2025. The decrease was primarily due to higher manufacturing costs.
Current wording
Segment operating income. F&II–LATAM operating income decreased 8 percent to $342 million for year-to-date 2026 from $370 million for year-to-date 2025. The decrease was primarily due to Mexico’s transactional currency impacts and the business disruption resulting from the earthquake in Colombia.
Previous wording
Net sales. F&II–U.S./Canada net sales decreased 8 percent to $963 million for year-to-date 2026 from $1,043 million for year-to-date 2025. The decrease was primarily due to lower volumes from production challenges at our Argo facility and unfavorable price mix.
Current wording
Net sales. F&II–U.S./Canada net sales decreased 5 percent to $1,467 million for year-to-date 2026 from $1,550 million for year-to-date 2025. The decrease was primarily due to lower volumes from a thermal event at our Argo facility, and unfavorable price mix.
Previous wording
Segment operating income. F&II–U.S./Canada operating income decreased 48 percent to $92 million for year-to-date 2026 from $178 million for year-to-date 2025. The decrease resulted primarily from production challenges at our Argo facility and softer volumes and price mix.
Current wording
Segment operating income. F&II–U.S./Canada operating income decreased 44 percent to $144 million for year-to-date 2026 from $259 million for year-to-date 2025. The decrease resulted primarily from higher manufacturing costs from a thermal event at our Argo facility.
Previous wording
Net sales. All Other net sales increased 5 percent to $245 million for year-to-date 2026 from $233 million for year-to-date 2025. The increase was due to higher sales from our protein fortification business.
Current wording
Net sales. All Other net sales decreased 15 percent to $299 million for year-to-date 2026 from $352 million for year-to-date 2025. The decrease was primarily due to lost sales from the sale of our majority ownership in the Pakistan business during the second quarter of 2026.
Previous wording
Operating income (loss). All Other operating income (loss) increased to $9 million for year-to-date 2026 from $(1) million for year-to-date 2025. The increase was primarily due to improved performance in the protein fortification business.
Current wording
Operating loss. All Other operating loss increased to $2 million for year-to-date 2026 from $5 million for year-to-date 2025. The increase in losses was primarily due to improved performance in our protein fortification business, partially offset by the loss of income from the Pakistan business in which we sold our majority ownership in the second quarter of 2026.
Previous wording
As of June 30, 2026, excluding borrowings under two credit facilities described below available solely for the pending acquisition of Tate & Lyle, we had total available liquidity of $3.9 billion. Domestic liquidity of $1.6 billion consisted of $574 million in cash and cash equivalents and $1.0 billion available through our commercial paper program. The commercial paper program is backed by $1.0 billion of borrowing availability under a five-year revolving credit agreement.
Current wording
As of September 30, 2026, excluding borrowings under two credit facilities described below available solely for the pending acquisition of Tate & Lyle, we had total available liquidity of $3.8 billion. Domestic liquidity of $1.5 billion consisted of $523 million in cash and cash equivalents and $1.0 billion available through our commercial paper program. The commercial paper program is backed by $1.0 billion of borrowing availability under a five-year revolving credit agreement.
Previous wording
As of June 30, 2026, we had international liquidity of $2.3 billion, consisting of $374 million of cash and cash equivalents and $4 million of short-term investments held by our operations outside the U.S., as well as $1.9 billion 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 totaled $38 million as of June 30, 2026. We believe that our consolidated subsidiaries will be able to meet their financial obligations as they become due.
Current wording
As of September 30, 2026, we had international liquidity of $2.3 billion, consisting of $466 million of cash and cash equivalents and $4 million of short-term investments held by our operations outside the U.S., as well as $1.8 billion 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 totaled $29 million as of September 30, 2026. We believe that our consolidated subsidiaries will be able to meet their financial obligations as they become due.
Previous wording
As of June 30, 2026, we had total debt outstanding of $1.8 billion. Our outstanding debt consists primarily of senior notes under which repayment at maturity will occur in various years commencing in 2026 through 2050. We classify senior notes due in 2026 as long-term as we have the intent and ability to refinance the principal amount on a long-term basis. The weighted average interest rate on our total indebtedness was 4.0 percent for the second quarter of 2026 and 3.9 percent for the second quarter of 2025.
Current wording
As of September 30, 2026, we had total debt outstanding of $1.8 billion. Our outstanding debt consists primarily of senior notes under which repayment at maturity will occur in various years commencing in 2030 through 2050. We reclassified the senior notes due October 1, 2026 from long-term as of December 31, 2025 to current as of September 30, 2026 since we no longer had the intent to refinance them on a long-term basis and repaid those senior notes in full using cash on hand on October 1, 2026. The weighted average interest rate on our total indebtedness was 4.0 percent for the third quarter of 2026 and 2025.
Previous wording
On June 8, 2026, we entered into a 364-day bridge loan agreement (the “Bridge Loan Agreement”), under which lenders committed to provide us with a 364-day senior unsecured bridge term loan credit facility in the amount of $4,225 million (the “Bridge Facility”), subsequently reduced to $2,750 million by the term loan facility we entered into on June 24, 2026, described below, to support financing the pending acquisition of Tate & Lyle. The proceeds of borrowings under the Bridge Facility will be available to fund payment of the cash consideration for the pending acquisition, refinancing, repayment and discharge of certain outstanding indebtedness of Tate & Lyle and its subsidiaries, and payment of fees and other costs and expenses of the pending acquisition. The commitments under the Bridge Loan Agreement will automatically terminate on February 2, 2028, subject to extension in specified circumstances no later than August 3, 2028. If borrowings are made under the Bridge Facility, loans will mature 364 days after the funding date. Loans under the Bridge Facility will accrue interest at an annual rate equal, at our option, to (i) a specified base rate plus an applicable margin ranging from 0.125 percent to 0.375 percent, (ii) a specified term secured overnight financing rate (“SOFR”) plus an applicable margin ranging from 1.125 percent to 1.375 percent, or (iii) a specified daily simple SOFR plus an applicable margin ranging from 1.125 percent to 1.375 percent. For every 90 days that any loan under the Bridge Facility remains outstanding, the applicable interest rate margin will increase by 0.25 percent every year. If any amounts under the Bridge Facility are funded, a funding fee of up to 0.50 percent will be payable on the funded principal amounts. We are subject to compliance, as of the end of each quarter, with a maximum leverage ratio, calculated as the ratio of net borrowed debt to consolidated EBITDA, of 3.5 to 1.0 (subject to an increase to a ratio of 4.0 to 1.0 for four consecutive quarters following a material acquisition), and a minimum interest coverage ratio, calculated as the ratio of consolidated EBITDA to consolidated net interest expense, of 3.5 to 1.0, with each financial covenant calculated for the most recently completed four-quarter period. The Bridge Loan Agreement contains customary representations, covenants and events of default that are substantially similar to those under our revolving credit facility agreement. As of June 30, 2026, no borrowings were outstanding under the Bridge Facility.
Current wording
On June 8, 2026, we entered into a 364-day bridge loan agreement (the “Bridge Loan Agreement”), under which lenders committed to provide us with a 364-day senior unsecured bridge term loan credit facility in the amount of $4,225 million (the “Bridge Facility”), subsequently reduced to $2,750 million by the delayed draw term loan facility we entered into on June 24, 2026, described below, to support financing the pending acquisition of Tate & Lyle. The proceeds of borrowings under the Bridge Facility will be available to fund payment of the cash consideration for the pending acquisition, refinancing, repayment and discharge of certain outstanding indebtedness of Tate & Lyle and its subsidiaries, and payment of fees and other costs and expenses of the pending acquisition. The commitments under the Bridge Loan Agreement will automatically terminate on February 2, 2028, subject to extension in specified circumstances to no later than August 3, 2028. If borrowings are made under the Bridge Facility, loans will mature 364 days after the funding date. Loans under the Bridge Facility will accrue interest at an annual rate equal, at our option, to (i) a specified base rate plus an applicable margin ranging from 0.125 percent to 0.375 percent, (ii) a specified term secured overnight financing rate (“SOFR”) plus an applicable margin ranging from 1.125 percent to 1.375 percent, or (iii) a specified daily simple SOFR plus an applicable margin ranging from 1.125 percent to 1.375 percent. For every 90 days that any loan under the Bridge Facility remains outstanding, the applicable interest rate margin will increase by 0.25 percent every year. If any amounts under the Bridge Facility are funded, a funding fee of up to 0.50 percent will be payable on the funded principal amounts. We are subject to compliance, as of the end of each quarter, with a maximum leverage ratio, calculated as the ratio of net borrowed debt to consolidated EBITDA, of 3.5 to 1.0 (subject to an increase to a ratio of 4.0 to 1.0 for four consecutive quarters following a material acquisition), and a minimum interest coverage ratio, calculated as the ratio of consolidated EBITDA to consolidated net interest expense, of 3.5 to 1.0, with each financial covenant calculated for the most recently completed four-quarter period. The Bridge Loan Agreement contains customary representations, covenants and events of default that are substantially similar to those under our revolving credit facility agreement. As of September 30, 2026, no borrowings were outstanding under the Bridge Facility.
Previous wording
On June 24, 2026, we entered into a delayed draw term loan agreement (the “DDTL Agreement”), under which lenders committed to provide us with a senior unsecured delayed draw term loan facility with an initial borrowing availability of $1,475 million (the “DDTL Facility”), which replaced $1,475 million of the Bridge Facility described above. The proceeds of borrowings under the DDTL Facility will be available for application to the same uses related to the pending acquisition as proceeds of borrowings under the Bridge Facility. The commitments under the DDTL Agreement will automatically terminate on February 2, 2028, subject to extension in specified circumstances to no later than August 3, 2028. If borrowings are made under the DDTL Facility, up to $500 million of loans will mature three years following the funding date and up to $975 million of loans will mature five years following the funding date. Loans under the DDTL Facility will be paid in quarterly payments in an annual amount equal to 5.0 percent of the outstanding principal amount. Loans under the DDTL Facility will accrue interest at an annual rate equal, at our option, to (i) a specified base rate plus an applicable margin ranging from 0.0 percent to 0.625 percent, (ii) a specified term SOFR plus an applicable margin ranging from 1.000 percent to 1.625 percent, or (iii) a specified daily simple SOFR plus an applicable margin ranging from 1.000 percent to 1.625 percent. The DDTL Agreement will require compliance with the same financial covenants as the Bridge Loan Agreement, as described above. The DDTL Agreement contains customary representations, covenants and events of default that are substantially similar to those under our revolving credit facility agreement. As of June 30, 2026, no borrowings were outstanding under the DDTL Facility.
Current wording
On June 24, 2026, we entered into a delayed draw term loan agreement (the “DDTL Agreement”), under which lenders committed to provide us with a senior unsecured delayed draw term loan facility with an initial borrowing availability of $1,475 million (the “DDTL Facility”), which replaced $1,475 million of the Bridge Facility described above. The proceeds of borrowings under the DDTL Facility will be available for application to the same uses related to the pending acquisition as proceeds of borrowings under the Bridge Facility. The commitments under the DDTL Agreement will automatically terminate on February 2, 2028, subject to extension in specified circumstances to no later than August 3, 2028. If borrowings are made under the DDTL Facility, up to $500 million of loans will mature three years following the funding date and up to $975 million of loans will mature five years following the funding date. Loans under the DDTL Facility will be paid in quarterly payments in an annual amount equal to 5.0 percent of the outstanding principal amount. Loans under the DDTL Facility will accrue interest at an annual rate equal, at our option, to (i) a specified base rate plus an applicable margin ranging from 0.0 percent to 0.625 percent, (ii) a specified term SOFR plus an applicable margin ranging from 1.000 percent to 1.625 percent, or (iii) a specified daily simple SOFR plus an applicable margin ranging from 1.000 percent to
Previous wording
Our cash provided by operating activities was $123 million for year-to-date 2026 compared to cash provided by operating activities of $262 million for year-to-date 2025. The decrease was primarily attributable to a decrease in net income of $137 million and the $44 million gain recognized as a result of the sale of the majority ownership of the Pakistan business. The effect of the sale was partially offset by impairment charges of $33 million primarily related to the closure of our facility in Cabo, Brazil in year-to-date 2026 compared to $6 million of impairment charges in year-to-date 2025. In addition, we incurred net foreign exchange losses of $47 million primarily related to acquisition-related foreign exchange hedging losses for the pending acquisition of Tate & Lyle in year-to-date 2026 compared to $4 million for foreign exchange losses in year-to-date 2025. The change in working capital was flat at $250 million for year-to-date 2026 and 2025, which was primarily attributable to accounts receivable and prepaid expenses that used $224 million of cash, and margin used $19 million. Other used $78 million of cash.
Current wording
Our cash provided by operating activities was $389 million for year-to-date 2026 compared to cash provided by operating activities of $539 million for year-to-date 2025. The decrease was primarily attributable to a decrease in net income of $167 million, $44 million gain recognized as a result of the sale of our majority ownership of the Pakistan business and $26 million gain recognized as a result of land sold in Australia. This was partially offset by impairment charges of $39 million primarily related to the closure of our facility in Cabo, Brazil in year-to-date 2026 compared to $6 million of impairment charges in year-to-date 2025. In addition, we incurred net foreign exchange losses of $44 million primarily related to acquisition-related foreign exchange hedging losses for the pending acquisition of Tate & Lyle in year-to-date 2026 compared to $3 million for foreign exchange losses in year-to-date 2025. The change in working capital used was $202 million for year-to-date 2026 and $232 million for year-to-date 2025, which was primarily attributable to accounts receivable and prepaid expenses.
Previous wording
We used $102 million of cash for investing activities during the year-to-date 2026 compared to cash used for investing activities of $203 million during year-to-date 2025. The decrease was primarily attributable to the proceeds from sales of businesses, net of $139 million primarily related to the sale of our majority ownership of the Pakistan business in year-to-date 2026 compared to $12 million in year-to-date 2025 which was related to the sale of our Korea business. We used $210 million of cash for capital expenditures and mechanical stores purchases to update, expand and improve our facilities during year-to-date 2026 compared to $193 million of cash we applied during year-to-date 2025 for the same purposes. Capital investment commitments for the remainder of 2026 are anticipated to be between $450 million and $490 million.
Current wording
We used $169 million for investing activities during the year-to-date 2026 compared to cash used for investing activities of $302 million during year-to-date 2025. The decrease was primarily attributable to the proceeds from sales of businesses, net of $139 million primarily related to the sale of our majority ownership of the Pakistan business in year-to-date 2026 compared to $12 million in year-to-date 2025 which was related to the sale of our Korea business. We also received $36 million of proceeds from the sale of land in Lane Cove, Australia and sale of equipment in Vanscoy, Canada. We used $313 million of cash for capital expenditures and mechanical stores purchases to update, expand and improve our facilities during year-to-date 2026 compared to $299 million of cash we applied during year-to-date 2025 for the same purposes. Capital investment commitments for the full year 2026 are anticipated to be between $450 million and $490 million.
Previous wording
We used $101 million of cash for financing activities during year-to-date 2026 compared to cash used for financing activities of $216 million during year-to-date 2025. The difference primarily reflected proceeds from net borrowings of $35 million during year-to-date 2026 compared to $46 million of net repayments of borrowings during year-to-date 2025. In addition, during year-to-date 2026, we repurchased 120 thousand outstanding shares of common stock in open market transactions at a net cost of $14 million, compared to 409 thousand outstanding shares of common stock at a net cost of $55 million in year-to-date 2025.
Current wording
We used $258 million for financing activities during year-to-date 2026 compared to cash used for financing activities of $340 million during year-to-date 2025. The difference primarily reflected proceeds from net borrowings of $29 million during year-to-date 2026 compared to $37 million of net repayments on borrowings during year-to-date 2025. In addition, we repurchased 825 thousand outstanding shares of common stock in open market transactions at a net cost of $85 million in year-to-date 2026, compared to 1,036 thousand outstanding shares of common stock at a net cost of $134 million in year-to-date 2025. The effects of these transactions were partially offset by $34 million of purchases of non-controlling interests primarily related to Mannitab.
Previous wording
We declare and pay cash dividends to our common stockholders of record on a quarterly basis. Dividends paid, including those to non-controlling interests, were $105 million during year-to-date 2026 and $106 million during year-to-date 2025. This amount reflected an increase in our quarterly dividend rate to $0.82 per share in 2026 from $0.80 per share in 2025, offset by a decrease in the number of our outstanding common shares.
Current wording
We declare and pay cash dividends to our common stockholders of record on a quarterly basis. Dividends paid, including those to non-controlling interests, were $158 million during year-to-date 2026 and $157 million during year-to-date 2025. This amount reflected an increase in our quarterly dividend rate to $0.83 per share in 2026 from $0.82 per share in 2025.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
1.625 percent. The DDTL Agreement will require compliance with the same financial covenants as the Bridge Loan Agreement, as described above. The DDTL Agreement contains customary representations, covenants and events of default that are substantially similar to those under the Bridge Facility and our revolving credit facility agreement. As of September 30, 2026, no borrowings were outstanding under the DDTL Facility.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
Restructuring and impairment charges. Restructuring and impairment charges were $45 million for the second quarter of 2026 compared to $3 million for the second quarter of 2025. The increase was primarily due to impairment and restructuring costs associated with the closure of the Cabo, Brazil facility.
Previous report — wording carried elsewhere
Net (gain) on sale of business. Net (gain) on sale of business was $44 million for the second quarter of 2026 due to the sale of our majority ownership of the Pakistan business. There was no such gain in the second quarter of 2025.
Previous report — wording carried elsewhere
Provision for income taxes. Our effective income tax rate for year-to-date 2026 increased to 29.5 percent from 24.5 percent for year-to-date 2025. The increase in the effective tax rate was primarily driven by the gain on the sale of our majority ownership of the Pakistan business. This impact was partially offset by the utilization of previously unbenefited capital losses.