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
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Notes to the Condensed Consolidated Financial Statements
- Basis of Presentation and New Accounting Standards
Unless the context otherwise requires, all references herein to the “Company,” “Ingredion,” “we,” “us,” and “our” shall mean Ingredion Incorporated and 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, 2025. The significant accounting policies and estimates used in preparing these Condensed Consolidated Financial Statements were applied on the same basis and consistent with those reflected in Ingredion’s Annual Report on Form 10-K for the year ended December 31, 2025.
The unaudited Condensed Consolidated Financial Statements as of September 30, 2026 and for the third quarter of 2026 and 2025 included herein were prepared by us on the same basis as our audited Consolidated Financial Statements for the year ended December 31, 2025 and reflect all adjustments (consisting solely of normal recurring items unless otherwise noted) that are, in our opinion, 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.
New Accounting Standards Not Yet Adopted
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosure (Subtopic 220-40). The amendments in this update enhance disclosures about a public business entity’s expenses and provide more detailed information about the types of expenses included in certain footnotes to our financial statements. This ASU is effective for annual periods beginning after December 15, 2026, with early adoption permitted. We are currently assessing the impact of this ASU on our Consolidated Financial Statements.
In November 2025, the FASB issued ASU No. 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. The new standard aligns hedge accounting with the economics of an entity’s risk management activities and amends the existing requirement that hedges of groups of individual forecasted transactions that use a single derivative as the hedging instrument must share the same risk exposure to be accounted as a cash flow hedge. Under the ASU, hedges of groups of individual forecasted transactions that use a single derivative as the hedging instrument need only share similar risk exposure to be accounted as a cash flow hedge, with the quantitative threshold consistent with the high effective threshold used in the assessment of cash flow hedges. The ASU also clarifies risk assessment approaches for risk exposures in a group of forecasted transactions. This ASU is effective for annual periods beginning after December 15, 2026, with early adoption permitted. We are currently assessing the impact of this ASU on our Consolidated Financial Statements.
In May 2026, the FASB issued ASU No. 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818). The new standard establishes recognition, measurement, presentation and disclosure of environmental credits and environmental credit obligations. Under the ASU, environmental credits will be recognized if an environmental credit is used to settle an environmental credit obligation, the environmental credit transfers to the company in an exchange transaction, or the environmental credit is used in a nonreciprocal transfer. This ASU is effective for annual periods beginning after December 15, 2027, with early adoption permitted. We are currently assessing the impact of this ASU on our Consolidated Financial Statements.
- Acquisitions and Divestitures
Pending Tate & Lyle Acquisition
On June 8, 2026, we reached an agreement with the board of directors of Tate & Lyle PLC (“Tate & Lyle”), a global specialty food and beverage solutions business incorporated in England and Wales, on terms of an all-cash recommended offer for us to acquire all of the issued and to be issued ordinary share capital of Tate & Lyle for approximately £2.7 billion, or approximately $3.5 billion based on the British pound sterling to U.S. dollar exchange rate as of September 30, 2026 (the “pending acquisition”). Completion of the pending acquisition is subject to customary closing conditions, including regulatory approvals and court approval in the United Kingdom, and is expected to be implemented through a court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006. Subject to the satisfaction or waiver of the closing conditions, we expect the pending acquisition to be completed in the second half of 2027. Immediately following completion of the pending acquisition, Tate & Lyle will be a wholly-owned subsidiary of ours.
In connection with the pending acquisition, to finance the cash consideration and specified expenses of the transaction, we entered into a 364-day bridge facility and loan agreement and a delayed draw term facility and loan agreement, as described in Note 7, Financing Arrangements. We also entered into derivative instruments to mitigate exposure to British pound sterling for the cash consideration payable in the pending acquisition, as described in Note 5, Derivative Instruments and Hedging Activities. During the third quarter of 2026, we incurred $6 million of acquisition-related costs, net of $5 million of acquisition-related foreign exchange hedging gains. During year-to-date 2026, we incurred $59 million of acquisition-related costs, including $42 million of acquisition-related foreign exchange losses which are recorded within Financing costs on the Condensed Consolidated Statements of Income. The remaining $17 million of acquisition-related costs are recorded within Operating expenses.
Mannitab Acquisition
In August 2026, we purchased the remaining shares in Mannitab Pharma Specialties Private Limited (“Mannitab”) from minority shareholders for $27 million in cash, which increased our ownership to 100 percent.
Pakistan Business Divestiture
On June 30, 2026, we completed the previously announced sale of 51 percent of Rafhan Maize Products Co. Ltd. (the “Pakistan business”) to Nishat Group, a diversified group of companies headquartered in Lahore, Pakistan. We received gross cash consideration of approximately $165 million, or $127 million of cash after deconsolidation, and recognized a $44 million net gain on sale of business on our Condensed Consolidated Statements of Income. In 2025, the Pakistan business, which was not a reportable segment and thus included in All Other, generated approximately $250 million of net sales and $35 million of operating income. The major classes of assets and liabilities sold consisted of the following:
| Cash and cash equivalents | $38 |
|---|---|
| Accounts receivable, net | 21 |
| Inventories | 123 |
| Property, plant and equipment, net | 49 |
| Other non-current assets | 3 |
| Total assets | $234 |
| Short-term borrowings | $44 |
| Accounts payable | 15 |
| Accrued liabilities | 55 |
| Other non-current liabilities | 8 |
| Total liabilities | $122 |
| Net assets sold | $112 |
As part of the sale, we retained a minority ownership interest of approximately 20 percent in the Pakistan business and will account for our retained interest under the equity method of accounting, as described in Note 3, Investments.
PureCircle Acquisition
In the first quarter of 2026, we purchased the remaining shares of PureCircle Limited (“PureCircle”) from minority shareholders for $7 million, which increased our ownership to 100 percent.
South Korea Business Divestiture
During the first quarter of 2025 and 2026, we received the first and second installment payments of 18 billion South Korean won, or $12 million, of consideration for the February 1, 2024 sale of our South Korea business. We expect to receive the final installment payment of 18 billion South Korean won, or $12 million, in February 2027, which we recorded in Accounts receivable, net on the Condensed Consolidated Balance Sheets as of September 30, 2026.
- Investments
Investments were as follows:
| As of September 30, 2026 | As of December 31, 2025 | |
|---|---|---|
| Equity method investments | $203 | $117 |
| Equity investments | 24 | 27 |
| Marketable securities | 25 | 6 |
| Total investments | $252 | $150 |
On May 28, 2026, we entered into a joint venture arrangement with Sanstar Limited (“Sanstar”), a manufacturer of plant-based specialty products and ingredient solutions in India, to manufacture pharmaceutical-grade specialty ingredients once a new, joint venture manufacturing facility is built and commissioned. As part of the arrangement, we invested $21 million and acquired a 9 percent equity interest in Sanstar’s publicly-traded common stock. We have classified this investment as a marketable security and recognize changes in fair value in Other operating (income) expense, net within our Texture & Healthful Solutions segment.
In connection with the sale of our majority ownership of the Pakistan business as described in Note 2, Acquisitions and Divestitures, we retained approximately 20 percent equity interest in the business and entered into certain ongoing commercial arrangements with the entity. Upon deconsolidation, we recorded our retained equity interest at its estimated fair value of $65 million and classified it as an equity method investment. On July 1, 2026, we began recognizing our share of net income in Other operating (income) expense, net within our Texture & Healthful Solutions segment.
In June 2025, we entered into a joint venture agreement with Agrana Stärke GmbH (“Agrana joint venture”), which provided us with a 49 percent equity interest in the joint venture for the development of starch production in Romania in exchange for $19 million of consideration. During year-to-date 2026, we increased our investment by $3 million. We classify our investment in the Agrana joint venture as an equity method investment and recognize our share of net income from this joint venture one month in arrears in our Texture & Healthful Solutions segment.
During the third quarter of 2026, we recorded a $3 million impairment charge on an equity investment. During year-to-date 2026 and 2025, we recorded impairment charges of $5 million and $4 million on certain equity investments. These charges are recorded in the Other non-operating expense, net on our Condensed Consolidated Statements of Income.
- Intangible Assets
Goodwill represents the excess of the cost of an acquired entity over the fair value assigned to identifiable assets acquired and liabilities assumed.
The original carrying value of goodwill by reportable segment and All Other as of September 30, 2026 is presented below. There wereno accumulated impairment charges.
| T&HS | F&II–LATAM | F&II–U.S./Canada | All Other | Total | |
|---|---|---|---|---|---|
| Balance as of December 31, 2025 | $394 | $144 | $296 | $88 | $922 |
| Currency translation adjustment | (5) | 1 | (1) | 2 | (3) |
| Sale of Pakistan business | — | — | — | (2) | (2) |
| Balance as of September 30, 2026 | $389 | $145 | $295 | $88 | $917 |
We assess goodwill and indefinite-lived intangible assets for impairment annually (or more frequently if impairment indicators arise). Based on the results of our assessment as of July 1, 2026, there wereno impairments in our goodwill or indefinite-lived intangible assets. Our indefinite-lived intangible assets balance was $143 million as of both September 30, 2026 and December 31, 2025.
- Derivative Instruments and Hedging Activities
Commodity price hedging: We had outstanding futures and option contracts that hedged the forecasted purchase of approximately 52 million and 84 million bushels of corn as of September 30, 2026 and December 31, 2025. We also had outstanding swap contracts that hedged the forecasted purchase of approximately 36 million and 26 million mmbtus of natural gas as of September 30, 2026 and December 31, 2025.
Foreign currency hedging: We hedge certain assets and certain liabilities using foreign currency derivatives not designated as hedging instruments.
Our foreign currency derivative assets designated as cash flow hedging instruments had a notional value of $240 million and $425 million as of September 30, 2026 and December 31, 2025 and our foreign currency derivative liabilities designated as cash flow hedging instruments had a notional value of $440 million and $358 million as of September 30, 2026 and December 31, 2025. We use these derivatives to hedge certain assets, liabilities and expected future transactions that qualify for cash flow hedge accounting treatment.
Our foreign currency derivatives assets not designated as cash flow hedging instruments had a notional value of $4,221 million and $395 million as of September 30, 2026 and December 31, 2025, and our foreign currency derivatives liabilities not designated as hedging instruments had a notional value of $3,647 million and $192 million as of September 30, 2026 and December 31, 2025. We use these derivatives to hedge certain assets, liabilities and expected future transactions that do not qualify for cash flow hedge accounting treatment. On June 5, 2026, we paid $57 million, net for derivative instruments to mitigate foreign currency exposure to £2,793 million for the cash consideration payable for the pending acquisition of Tate & Lyle that we expect to close during the second half of 2027, as described in Note 2, Acquisitions and Divestitures. The contracts are over-the-counter instruments transacted with a financial institution counterparty that does not require us to post collateral. The derivative instruments expire on February 8, 2028, and are recorded in Other non-current assets and Other non-current liabilities.
The derivative instruments designated as cash flow hedges included in accumulated other comprehensive loss (“AOCL”) were as follows:
| Gains (losses) included in AOCL as of | ||
|---|---|---|
| September 30,2026 | December 31,2025 | |
| Commodity, net of income tax effect of $2 and $3 | $5 | $(7) |
| Foreign currency, net of income tax effect of $1 and $3 | (3) | 3 |
| Interest rate, net of income tax effect of $1 | (1) | (1) |
| Total | $1 | $(5) |
As of September 30, 2026, AOCL included $1 million of net gains (net of income taxes of $1 million) on commodities-related derivative instruments, T-Locks and foreign currency hedges designated as cash flow hedges that we expect to reclassify into earnings during the next twelve months.
The fair value and balance sheet location of our derivative instruments presented gross on the Condensed Consolidated Balance Sheets were as follows:
| Designated Hedging Instruments | Non-Designated Hedging Instruments | |||||
|---|---|---|---|---|---|---|
| Balance Sheet Location | Commodity | Foreign Currency | Total | Commodity | Foreign Currency | Total |
| Accounts receivable, net | $13 | $4 | $17 | $5 | $11 | $16 |
| Other non-current assets | 3 | — | 3 | 1 | 78 | 79 |
| Assets | 16 | 4 | 20 | 6 | 89 | 95 |
| Accounts payable | 21 | 13 | 34 | 3 | 7 | 10 |
| Other non-current liabilities | 3 | 4 | 7 | — | 63 | 63 |
| Liabilities | 24 | 17 | 41 | 3 | 70 | 73 |
| Net Assets/(Liabilities) | $(8) | $(13) | $(21) | $3 | $19 | $22 |
| Designated Hedging Instruments | Non-Designated Hedging Instruments | |||||
|---|---|---|---|---|---|---|
| Balance Sheet Location | Commodity | Foreign Currency | Total | Commodity | Foreign Currency | Total |
| Accounts receivable, net | $4 | $13 | $17 | $1 | $5 | $6 |
| Other non-current assets | — | — | — | — | 1 | 1 |
| Assets | 4 | 13 | 17 | 1 | 6 | 7 |
| Accounts payable | 13 | 11 | 24 | 1 | 3 | 4 |
| Other non-current liabilities | — | — | — | — | — | — |
| Liabilities | 13 | 11 | 24 | 1 | 3 | 4 |
| Net Assets/(Liabilities) | $(9) | $2 | $(7) | $— | $3 | $3 |
Additional information relating to our derivative instruments in cash flow hedging relationships is as follows:
| Gains (Losses)Recognized in OCL on Derivatives · (Losses) GainsReclassified from AOCL into Income | |||||
|---|---|---|---|---|---|
| Derivatives in Cash Flow Hedging Relationships · Three Months Ended September 30, · Income StatementLocation · Three Months Ended September 30, | |||||
| 2026 · 2025 · 2026 · 2025 | |||||
| Commodity contracts | $30 | $(11) | Cost of sales | $(7) | $(8) |
| Foreign currency contracts | (5) | 1 | Net sales/Cost of sales | (2) | 7 |
| Total | $25 | $(10) | $(9) | $(1) | |
| Gains (Losses)Recognized in OCL on Derivatives · (Losses) GainsReclassified from AOCL into Income | |||||
|---|---|---|---|---|---|
| Derivatives in Cash Flow Hedging Relationships · Nine Months Ended September 30, · Income StatementLocation · Nine Months Ended September 30, | |||||
| 2026 · 2025 · 2026 · 2025 | |||||
| Commodity | $5 | $(22) | Cost of sales | $(12) | $(7) |
| Foreign currency | (14) | 16 | Net sales/Cost of sales | (4) | 17 |
| Total | $(9) | $(6) | $(16) | $10 | |
- 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 were as follows:
| As of September 30, 2026 | As of December 31, 2025 | |||||||
|---|---|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |
| Marketable securities | $25 | $— | $— | $25 | $6 | $— | $— | $6 |
| Derivative assets | 18 | 97 | — | 115 | 22 | 2 | — | 24 |
| Derivative liabilities | 10 | 104 | — | 114 | 18 | 10 | — | 28 |
| Long-term debt | — | 1,082 | — | 1,082 | — | 1,649 | — | 1,649 |
The carrying values of cash equivalents, short-term investments, accounts receivable, short-term borrowings and accounts payable approximate fair values. Marketable securities, commodity and foreign currency forwards, futures, options and swap contracts are 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.
- Financing Arrangements
Debt carrying amounts, net of related discounts, premiums and debt issuance costs, were as follows:
| As of September 30, 2026 | As of December 31, 2025 | |
|---|---|---|
| 2.900% senior notes due June 1, 2030 | $597 | $597 |
| 3.200% senior notes due October 1, 2026 | — | 499 |
| 3.900% senior notes due June 1, 2050 | 392 | 392 |
| 6.625% senior notes due April 15, 2037 | 253 | 253 |
| Revolving credit agreement | — | — |
| Other long-term borrowings | — | 1 |
| Total long-term debt | 1,242 | 1,742 |
| 3.200% senior notes due October 1, 2026 | 500 | — |
| Other short-term borrowings | 33 | 48 |
| Delayed draw term loan facility | — | — |
| Bridge facility | — | — |
| Total short-term borrowings | 533 | 48 |
| Total debt | $1,775 | $1,790 |
The senior notes due October 1, 2026 were classified as long-term debt as of December 31, 2025 as we had the intent and ability to refinance them on a long-term basis. These senior notes were reclassified to short-term debt as of September 30, 2026 as we no longer had the intent to refinance them on a long-term basis. On October 1, 2026, we repaid the senior notes in full using cash on hand.
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 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, described in Note 2, Acquisitions and Divestitures. 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 of Tate & Lyle. 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. Loans will bear interest at variable rates based on a specified base rate or a specified Secured Overnight Financing Rate (“SOFR”) plus an applicable margin. The Bridge Loan Agreement contains customary representations, covenants and events of default substantially similar to those under our revolving credit facility agreement. No amounts were outstanding under the Bridge Facility as of September 30, 2026.
On June 24, 2026, we entered into a delayed draw term loan agreement (the “DDTL Agreement”), under which lenders have committed to provide us with a senior unsecured delayed draw term loan facility with an initial committed borrowing availability of $1,475 million (the “DDTL Facility”), which reduced commitments under the Bridge Facility by a corresponding amount. Proceeds of borrowings under the DDTL Facility will be available for the same uses related to the pending acquisition of Tate & Lyle as proceeds of borrowings under the Bridge Facility. 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. Loans will bear interest at variable rates based on a base rate or a specified SOFR plus an applicable margin. 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. The DDTL Agreement contains customary representations, covenants and events of default substantially similar to those under the Bridge Facility and our revolving credit facility agreement. No amounts were outstanding under the DDTL Facility as of September 30, 2026.
Other short-term borrowings as of September 30, 2026 and December 31, 2025, excluding borrowings by the Pakistan business as described in Note 2, Acquisitions and Divestitures, primarily include amounts outstanding under various unsecured local country operating lines of credit.
- Pension and Other Postretirement Benefits
Components of net periodic (benefit) cost consist of the following for the periods presented:
| Three Months Ended September 30, · Nine Months Ended September 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| U.S. Plans | Non-U.S. Plans | U.S. Plans | Non-U.S. Plans | |||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |
| Service cost | $1 | $1 | $— | $1 | $2 | $2 | $2 | $2 |
| Interest cost | 3 | 4 | 2 | 3 | 10 | 11 | 7 | 7 |
| Expected return on plan assets | (4) | (5) | (2) | (3) | (13) | (13) | (7) | (7) |
| Amortization of prior service credit | — | — | — | — | (1) | — | — | — |
| Net periodic cost (benefit) (i) | $— | $— | $— | $1 | $(2) | $— | $2 | $2 |
We anticipate that we will make cash contributions of $1 million and $4 million to the U.S. and non-U.S. pension plans in 2026. For year-to-date 2026, we made cash contributions of $1 million to the U.S. pension plans and $3 million to the non-U.S. pension plans.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Interest cost | $2 | $1 | $4 | $3 |
| Amortization of prior service cost | — | 1 | 1 | 1 |
| Net periodic cost (i) | $2 | $2 | $5 | $4 |
(i)The service cost component of net periodic 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 and amortization of prior service costs are presented within Other non-operating expense on the Condensed Consolidated Statements of Income.
- Equity
Treasury Stock: On November 3, 2025, the Board of Directors approved a stock repurchase program authorizing us to purchase up to 8.0 million shares of our outstanding common stock until December 31, 2028. We are not obligated to repurchase any shares under the authorization, and the repurchase program may be suspended, discontinued or modified at any time, for any reason and without notice. The parameters of the repurchase program are not established solely with reference to the dilutive impact of shares issued under our stock incentive plan, but we expect that, over time, share repurchases will offset the dilutive impact of shares issued under the plan.
During the third quarter and year-to-date 2026, we repurchased 705 thousand and 825 thousand outstanding shares of common stock in open market transactions at a net cost of $71 million and $85 million. During the third quarter and year-to-date 2025, we repurchased 627 thousand and 1,036 thousand outstanding shares of common stock in open market transactions at a net cost of $79 million and $134 million. As of September 30, 2026, we had 6.6 million shares available for repurchase under the stock repurchase program.
Share-based Payments: Share-based compensation expense was as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Restricted stock units (“RSUs”): | ||||
| Pre-tax compensation expense | $4 | $4 | $16 | $16 |
| Income tax effect | (1) | — | (2) | (2) |
| RSUs, net of income taxes | 3 | 4 | 14 | 14 |
| Performance shares and other share-based awards: | ||||
| Pre-tax compensation expense | 3 | 3 | 9 | 12 |
| Income tax effect | — | (1) | — | (1) |
| Performance shares and other share-based awards, net of income taxes | 3 | 2 | 9 | 11 |
| Stock options: | ||||
| Pre-tax compensation expense | — | 2 | — | 5 |
| Income tax effect | — | — | — | — |
| Stock options, net of income taxes | — | 2 | — | 5 |
| Total share-based compensation: | ||||
| Pre-tax compensation expense | 7 | 9 | 25 | 33 |
| Income tax effect | (1) | (1) | (2) | (3) |
| Total share-based compensation expense, net of income taxes | $6 | $8 | $23 | $30 |
Restricted Stock Units: We have granted restricted stock units (“RSUs”) to certain key employees. The RSUs are primarily subject to either cliff vesting (generally after three years) orthree-year graded vesting (vesting one-third each year), 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.
RSU activity for year-to-date 2026 was as follows:
| Number ofRestrictedShares(in thousands) | WeightedAverageFair Valueper Share | |
|---|---|---|
| Non-vested as of December 31, 2025 | 510 | $112.44 |
| Granted | 219 | 115.64 |
| Vested | (168) | 99.25 |
| Cancelled | (39) | 118.60 |
| Non-vested as of September 30, 2026 | 522 | $117.62 |
As of September 30, 2026, the total remaining unrecognized compensation cost related to RSUs was $21 million, which will be amortized on a weighted-average basis over approximately 1.9 years.
Performance Shares: We have a long-term incentive plan for senior management in the form of performance share awards. The vesting of the performance shares is generally based ontwo 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 performance peer group, and the remaining fifty percent vest based on the calculation of ourthree-year average Adjusted Return on Invested Capital (“Adjusted ROIC”) against an established Adjusted ROIC target.
For the 2026 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 performance peer group. The share award vesting will be calculated at the end of thethree-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 grant date, established using a Monte Carlo simulation model. We amortize the total compensation expense for these awards over athree-year graded vesting schedule.
For the 2026 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 thethree-year period and is subject to approval by management and the Compensation Committee. We base compensation expense on the market price of our common stock on the grant date and the final number of shares that ultimately vest. We estimate the potential share vesting at least annually to adjust the compensation expense for these awards over the vesting period to reflect our estimated Adjusted ROIC performance against the target. We amortize the total compensation expense for these awards over athree-year graded vesting schedule.
For year-to-date 2026, we awarded 116 thousand performance shares at a weighted average fair value of $136.63 per share. As of September 30, 2026, the unrecognized compensation cost related to these awards was $12 million, which we will amortize over the remaining service period of 2.20 years. The 2023 performance share awards that vested in February 2026 achieved a 181 percent payout of the granted performance shares. As of September 30, 2026, we estimate the 2024 performance share awards will pay out at 150 percent. For year-to-date 2026, twenty-three thousand shares were forfeited.
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 athree-year period at the anniversary dates of the date of grant. We generally recognize compensation expense on a straight-line basis for all awards over the employee’s vesting period. 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 158 thousand shares of stock options to purchase for year-to-date 2025 and didnot grant any stock options for year-to-date 2026. We estimated the fair value of each option grant by using the Black-Scholes option-pricing model with the following assumptions for 2025:
| Expected life (in years) | 5.5 |
|---|---|
| Risk-free interest rate | 4.1% |
| Expected volatility | 28.2% |
| Expected dividend yield | 2.5% |
The expected life of options represents the weighted average period that we expect options granted to be outstanding in view of 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.
Stock option activity for year-to-date 2026 was as follows:
| Number of Options(in thousands) | Weighted Average Exercise Price per Share | Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value(in millions) | |
|---|---|---|---|---|
| Outstanding as of December 31, 2025 | 1,269 | $105.75 | 5.3 | $13 |
| Granted | — | — | ||
| Exercised | (12) | 99.75 | ||
| Cancelled | (19) | 123.54 | ||
| Outstanding as of September 30, 2026 | 1,238 | $105.53 | 4.5 | $4 |
| Exercisable as of September 30, 2026 | 1,106 | $103.47 | 4.1 | $4 |
For year-to-date 2026, cash received from the exercise of stock options was $1 million. As of September 30, 2026, the unrecognized compensation cost related to non-vested stock options totaled $1 million, which we expect to amortize over the weighted-average period of approximately 1.2 years.
Additional information pertaining to stock option activity was as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Weighted average grant date fair value of stock options granted (per share) | $— | $— | $— | $33.53 |
| Total intrinsic value of stock options exercised | — | 8 | — | 10 |
Accumulated Other Comprehensive Loss: A summary of accumulated other comprehensive loss for year-to-date 2026 and 2025 was as follows:
| Cumulative Translation Adjustment | Hedging Activities | Pension and Postretirement Adjustment | AOCL | |
|---|---|---|---|---|
| Balance as of December 31, 2025 | $(899) | $(5) | $(33) | $(937) |
| Other comprehensive income (loss) before reclassification adjustments | 109 | (9) | — | 100 |
| Loss reclassified from AOCL | — | 16 | — | 16 |
| Tax effect | — | (1) | — | (1) |
| Net other comprehensive income | 109 | 6 | — | 115 |
| Balance as of September 30, 2026 | $(790) | $1 | $(33) | $(822) |
| Cumulative Translation Adjustment | Hedging Activities | Pension and Postretirement Adjustment | AOCL | |
|---|---|---|---|---|
| Balance as of December 31, 2024 | $(1,061) | $4 | $(29) | $(1,086) |
| Other comprehensive income (loss) before reclassification adjustments | 147 | (6) | — | 141 |
| (Income) reclassified from AOCL | — | (10) | — | (10) |
| Tax effect | — | 5 | — | 5 |
| Net other comprehensive income (loss) | 147 | (11) | — | 136 |
| Balance as of September 30, 2025 | $(914) | $(7) | $(29) | $(950) |
Supplemental Information: The following Condensed Consolidated Statements of Equity and Redeemable Equity present information about the dividends per share for common stock for the periods indicated:
| Total Equity · Share-basedPaymentsSubject toRedemption · RedeemableNon-ControllingInterests | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| PreferredStock · CommonStock · AdditionalPaid-InCapital · TreasuryStock · Accumulated OtherComprehensiveLoss · RetainedEarnings · Non-RedeemableNon-ControllingInterests | |||||||||
| Balance as of December 31, 2025 | $— | $1 | $1,155 | $(1,555) | $(937) | $5,610 | $21 | $64 | $7 |
| Net income attributable to Ingredion | — | — | — | — | — | 142 | — | — | — |
| Net income attributable to non-controlling interests | — | — | — | — | — | — | 2 | — | — |
| Dividends declared, common stock ($0.82/share) | — | — | — | — | — | (52) | — | — | — |
| Repurchases of common stock, net | — | — | — | (14) | — | — | — | — | — |
| Share-based compensation, net of issuance | — | — | 7 | 16 | — | — | — | (23) | — |
| Purchases of non-controlling interests | — | — | — | — | — | — | — | — | (7) |
| Other comprehensive income (loss) | — | — | — | — | 10 | — | (1) | — | — |
| Balance as of March 31, 2026 | $— | $1 | $1,162 | $(1,553) | $(927) | $5,700 | $22 | $41 | $— |
| Net income attributable to Ingredion | — | — | — | — | — | 114 | — | — | — |
| Net income attributable to non-controlling interests | — | — | — | — | — | — | 2 | — | — |
| Dividends declared, common stock ($0.82/share) | — | — | — | — | — | (53) | — | — | — |
| Dividends declared, non-controlling interests | — | — | — | — | — | — | (2) | — | — |
| Share-based compensation, net of issuance | — | — | 1 | — | — | — | — | 8 | — |
| Sale of business | — | — | — | — | — | — | (23) | — | — |
| Other comprehensive income | — | — | — | — | 79 | — | 1 | — | — |
| Balance as of June 30, 2026 | $— | $1 | $1,163 | $(1,553) | $(848) | $5,761 | $— | $49 | $— |
| Net income attributable to Ingredion | — | — | — | — | — | 142 | — | — | — |
| Dividends declared, common stock ($0.83/share) | — | — | — | — | — | (52) | — | — | — |
| Repurchases of common stock, net | — | — | — | (71) | — | — | — | — | — |
| Share-based compensation, net of issuance | — | — | 1 | — | — | — | — | 7 | — |
| Purchases of non-controlling interests | — | — | (17) | — | — | — | — | — | — |
| Other comprehensive income | — | — | — | — | 26 | — | — | — | — |
| Balance as of September 30, 2026 | $— | $1 | $1,147 | $(1,624) | $(822) | $5,851 | $— | $56 | $— |
| Total Equity · Share-basedPaymentsSubject toRedemption · RedeemableNon-ControllingInterests | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| PreferredStock · CommonStock · AdditionalPaid-InCapital · TreasuryStock · Accumulated OtherComprehensiveLoss · RetainedEarnings · Non-RedeemableNon-ControllingInterests | |||||||||
| Balance as of December 31, 2024 | $— | $1 | $1,152 | $(1,355) | $(1,086) | $5,092 | $19 | $60 | $7 |
| Net income attributable to Ingredion | — | — | — | — | — | 197 | — | — | — |
| Net income attributable to non-controlling interests | — | — | — | — | — | — | 2 | — | — |
| Dividends declared, common stock ($0.80/share) | — | — | — | — | — | (53) | — | — | — |
| Repurchases of common stock, net | — | — | — | (55) | — | — | — | — | — |
| Share-based compensation, net of issuance | — | — | 6 | 17 | — | — | — | (18) | — |
| Other comprehensive income | — | — | — | — | 61 | — | — | — | 1 |
| Balance as of March 31, 2025 | $— | $1 | $1,158 | $(1,393) | $(1,025) | $5,236 | $21 | $42 | $8 |
| Net income attributable to Ingredion | — | — | — | — | — | 196 | — | — | — |
| Net income attributable to non-controlling interests | — | — | — | — | — | — | 2 | — | — |
| Dividends declared, common stock ($0.80/share) | — | — | — | — | — | (52) | — | — | — |
| Dividends declared, non-controlling interests | — | — | — | — | — | — | (2) | — | — |
| Share-based compensation, net of issuance | — | — | 2 | 2 | — | — | — | 9 | — |
| Other comprehensive income (loss) | — | — | — | — | 72 | — | — | — | (1) |
| Balance as of June 30, 2025 | $— | $1 | $1,160 | $(1,391) | $(953) | $5,380 | $21 | $51 | $7 |
| Net income attributable to Ingredion | — | — | — | — | — | 171 | — | — | — |
| Net income attributable to non-controlling interests | — | — | — | — | — | — | 1 | — | — |
| Dividends declared, common stock ($0.82/share) | — | — | — | — | — | (54) | — | — | — |
| Dividends declared, non-controlling interests | — | — | — | — | — | — | (1) | — | — |
| Repurchases of common stock, net | — | — | — | (79) | — | — | — | — | — |
| Share-based compensation, net of issuance | — | — | (4) | 4 | — | — | — | 7 | — |
| Other comprehensive income | — | — | — | — | 3 | — | — | — | — |
| Balance as of September 30, 2025 | $— | $1 | $1,156 | $(1,466) | $(950) | $5,497 | $21 | $58 | $7 |
Supplemental Information: The following table presents information about the computation of basic and diluted earnings per common share (“EPS”):
| Three Months Ended September 30, 2026 · Three Months Ended September 30, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| Net IncomeAttributableto Ingredion · WeightedAverageShares · PerShareAmount · Net IncomeAttributableto Ingredion · WeightedAverageShares · PerShareAmount | |||||||
| Basic EPS | $142 | 63.1 | $2.25 | $171 | 64.3 | $2.66 | |
| Effect of Dilutive Securities (i) | 0.6 | 1.1 | |||||
| Diluted EPS | $142 | 63.7 | $2.23 | $171 | 65.4 | $2.61 | |
| Nine Months Ended September 30, 2026 · Nine Months Ended September 30, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| Net IncomeAttributableto Ingredion · WeightedAverageShares · PerShareAmount · Net IncomeAttributableto Ingredion · WeightedAverageShares · PerShareAmount | |||||||
| Basic EPS | $398 | 63.2 | $6.30 | $564 | 64.4 | $8.76 | |
| Effect of Dilutive Securities (i) | 0.6 | 1.1 | |||||
| Diluted EPS | $398 | 63.8 | $6.24 | $564 | 65.5 | $8.61 | |
(i)Incremental shares from assumed exercise of dilutive stock options, vesting of dilutive stock options, and vesting of dilutive RSUs and other awards.
For the third quarter and year-to-date of 2026, approximately 0.7 million share-based awards of common stock were excluded from the calculation of the weighted average number of shares outstanding for diluted EPS because their effects would have been anti-dilutive. For the third quarter and year-to-date of 2025, approximately 0.3 million and 0.2 million share-based awards of common stock were excluded from the calculation of the weighted average number of shares outstanding for diluted EPS because their effects would have been anti-dilutive.
- Segment Information
We are principally engaged in the production and sale of starches and sweeteners for a wide range of industries. Our Texture & Healthful Solutions (“T&HS”) segment has a global focus and primarily manufactures texturizing food ingredients. Our Food & Industrial Ingredients–Latin America (“F&II–LATAM”) segment has a local focus and primarily manufactures food, ingredient, and industrial products, which we process from raw materials that we primarily source within South America and Mexico. Our Food & Industrial Ingredients–United States/Canada (“F&II–U.S./Canada”) segment has a local focus and primarily manufactures food, ingredient, and industrial products, which we process from raw materials sourced within the U.S. and Canada. All Other consists of the businesses of multiple operating segments that are not individually or collectively classified as reportable segments. Net sales from All Other are generated primarily by sales of stevia and other ingredients from our PureCircle and Sugar Reduction businesses, and pea protein ingredients from our Protein Fortification business. Net sales by product are not presented because such presentation is not practicable. All Other also included our sale of our majority ownership of our Pakistan business, which we divested on June 30, 2026, as more fully described in Note 2, Acquisitions and Divestitures. Its results are included on our condensed consolidated financial results through the date of the sale, which affects the comparability of results between the years.
Adjusted operating income presented by segment includes an arms-length profit margin for sales of manufactured products sold to other segments. We include specified and certain corporate costs in our reportable segments and All Other because the Chief Operating Decision Maker (“CODM”) evaluates each segment’s performance inclusive of these costs.
The following tables present information about our Net sales, significant segment costs and adjusted operating income by reportable segment and All Other:
| T&HS · F&II–LATAM · F&II–U.S./Canada · All Other · Corporate · Total | |||||||
|---|---|---|---|---|---|---|---|
| Segment net sales | $632 | $641 | $541 | $60 | $— | ||
| Inter-segment net sales | (22) | (17) | (37) | (6) | — | ||
| Net sales to unaffiliated customers | $610 | $624 | $504 | $54 | $— | $1,792 | |
| Segment cost of sales | $432 | $473 | $429 | $50 | $— | ||
| Other operating expenses | 83 | 42 | 23 | 15 | 39 | ||
| Adjusted operating income (loss) | $95 | $109 | $52 | $(11) | $(39) | $206 | |
| Unallocated (costs) (i) | (5) | ||||||
| Operating income | $201 | ||||||
| T&HS · F&II–LATAM · F&II–U.S./Canada · All Other · Corporate · Total | |||||||
| Segment net sales | $612 | $597 | $532 | $122 | $— | ||
| Inter-segment net sales | (7) | (12) | (25) | (3) | — | ||
| Net sales to unaffiliated customers | $605 | $585 | $507 | $119 | $— | $1,816 | |
| Segment cost of sales | $418 | $431 | $403 | $105 | $— | ||
| Other operating expenses | 82 | 38 | 23 | 18 | 44 | ||
| Adjusted operating income (loss) | $105 | $116 | $81 | $(4) | $(44) | $254 | |
| Unallocated costs (i) | (5) | ||||||
| Operating income | $249 | ||||||
| T&HS · F&II–LATAM · F&II–U.S./Canada · All Other · Corporate · Total | |||||||
| Segment net sales | $1,920 | $1,852 | $1,579 | $317 | $— | ||
| Inter-segment net sales | (66) | (38) | (112) | (18) | — | ||
| Net sales to unaffiliated customers | $1,854 | $1,814 | $1,467 | $299 | $— | $5,434 | |
| Segment cost of sales | $1,303 | $1,368 | $1,255 | $252 | $— | ||
| Other operating expenses | 239 | 104 | 68 | 49 | 120 | ||
| Adjusted operating income (loss) | $312 | $342 | $144 | $(2) | $(120) | $676 | |
| Unallocated (costs) (i) | (84) | ||||||
| Operating income | $592 | ||||||
| T&HS · F&II–LATAM · F&II–U.S./Canada · All Other · Corporate · Total | |||||||
| Segment net sales | $1,831 | $1,793 | $1,635 | $362 | $— | ||
| Inter-segment net sales | (25) | (39) | (85) | (10) | — | ||
| Net sales to unaffiliated customers | $1,806 | $1,754 | $1,550 | $352 | $— | $5,462 | |
| Segment cost of sales | $1,251 | $1,285 | $1,225 | $304 | $— | ||
| Other operating expenses | 240 | 99 | 66 | 53 | 139 | ||
| Adjusted operating income (loss) | $315 | $370 | $259 | $(5) | $(139) | $800 | |
| Unallocated (costs) (i) | (4) | ||||||
| Operating income | $796 | ||||||
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| (i) Unallocated (costs) income: | 2026 | 2025 | 2026 | 2025 |
| Acquisition/integration costs, net | $(11) | $— | $(17) | $— |
| Impairment charges | (3) | — | (34) | (6) |
| Restructuring costs, net | 17 | (3) | (8) | (7) |
| Other matters | (8) | (2) | (25) | 9 |
| Total unallocated (costs) | $(5) | $(5) | $(84) | $(4) |
Property, plant and equipment, net by reportable segment and All Other was as follows:
| As of September 30, 2026 | As of December 31, 2025 | |
|---|---|---|
| Texture & Healthful Solutions | $1,008 | $979 |
| Food & Industrial Ingredients–LATAM | 589 | 592 |
| Food & Industrial Ingredients–U.S./Canada | 662 | 612 |
| All Other (i) | 301 | 343 |
| Total property, plant and equipment, net | $2,560 | $2,526 |
(i)For purposes of presentation, All Other includes Corporate assets.
- Commitments and Contingencies
On November 17, 2025, we entered into a lease for a new Global Innovation headquarters facility that will be built in Bridgewater, New Jersey, where we currently lease another facility for research and operations. When the Global Innovation headquarters construction is substantially complete and ready for our use, which we estimate will be in the first half of 2028 subject to environmental conditions, structural dependencies and regulatory approvals, we will begin lease payments for a term of 25 years. Lease payments will be primarily based on the cost to construct the facility, which we estimate will be approximately $145 million.
We will file to recover previously taxable local government tax incentives in Brazil when we believe that the recovery will be probable. As of September 30, 2026 and December 31, 2025, we had $9 million and $21 million of remaining tax incentives, which have decreased due to use of the tax credits. We expect to use a portion of these credits within one year. As of September 30, 2026, we recorded $3 million in Accounts receivable, net and $6 million in Other non-current assets on the Condensed Consolidated Balance Sheets.
We are currently subject to claims and suits arising in the ordinary course of business, including workplace and labor matters, asbestos related claims, environmental proceedings and other commercial claims. We also routinely receive inquiries from regulators and other government authorities relating to various aspects of our business, including with respect to compliance with laws and regulations relating to the environment, and at any given time we have matters at various stages of resolution with the applicable government authorities. The outcomes of these matters are not within our complete control and may not be known for prolonged periods. We do not believe that the results of currently known legal proceedings and inquiries will be material to us. There can be no assurance, however, that such proceedings, matters, claims, suits or investigations or those arising in the future, whether taken individually or in the aggregate, will not have a material adverse effect on our financial condition or results of operations.
- Supplementary Information
Accounts receivable, net
Accounts receivable, net was as follows:
| As of September 30, 2026 | As of December 31, 2025 | |
|---|---|---|
| Accounts receivable – trade | $1,193 | $1,031 |
| Accounts receivable – other | 170 | 164 |
| Allowance for credit losses | (17) | (10) |
| Total accounts receivable, net | $1,346 | $1,185 |
There wereno significant contract assets and contract liabilities associated with our customers as of September 30, 2026 or December 31, 2025. Liabilities for volume discounts and incentives were alsonot significant as of September 30, 2026 or December 31, 2025.
Inventories
Inventories were as follows:
| As of September 30, 2026 | As of December 31, 2025 | |
|---|---|---|
| Finished and in process | $764 | $753 |
| Raw materials | 298 | 389 |
| Manufacturing supplies | 89 | 85 |
| Total inventories | $1,151 | $1,227 |
Property, Plant and Equipment, Net
Lane Cove, Australia Land Sale
On September 9, 2026, we completed the sale of land for a previously closed facility in Lane Cove, Australia for cash proceeds and resulting pre-tax gain of $26 million. The pre-tax gain was recorded in Restructuring/impairment charges, net on our Condensed Consolidated Statements of Income.
Vanscoy, Canada Plant Sale
On August 21, 2026, we completed the sale of our Vanscoy, Canada plant for cash proceeds of $8 million. As part of the sale, we recorded a pre-tax impairment charge of $3 million, which we recorded to Restructuring/impairment charges, net on our Condensed Consolidated Statements of Income.
Cabo, Brazil Cessation of Operations
On May 1, 2026, we committed to a plan to cease operations at our Cabo, Brazil facility in our F&II–LATAM segment as of June 30, 2026. For year-to-date and the quarter ended September 30, 2026, we recorded pre-tax charges of $48 million and $5 million to Restructuring/impairment charges, net on our Condensed Consolidated Statements of Income. The pre-tax charges year-to-date included $31 million for impairment charges relating to fixed assets and $17 million for inventory write-downs, severance payments and other termination-related costs. For the third quarter and year-to-date 2026, there were other non-recurring restructuring costs of $4 million and $17 million.
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 September 30, 2026 and December 31, 2025, participating financial institutions held $127 million and $148 million of our liabilities recorded in Accounts payable and Accrued liabilities and liabilities held for sale on our Condensed Consolidated Balance Sheets. As of September 30, 2026, supply chain finance programs existed primarily for operations in Brazil, the U.S., Thailand, Mexico, China, Colombia, and Peru, and for operations of certain PureCircle entities.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.