ingr-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


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

For the quarterly period ended March 31, 2025


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

For the transition period from to

Commission file number 1-13397

INGREDION INCORPORATED

(Exact name of registrant as specified in its charter)


Delaware			22-3514823
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

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

Registrant’s telephone number, including area code (708) 551-2600

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

INGR

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	o

		Emerging growth company	o

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

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

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


Class						Outstanding at May 7, 2025
Common Stock, $0.01 par value						64,311,010 shares

INGREDION INCORPORATED

FORM 10-Q

TABLE OF CONTENTS


		Page No.
Part I	Financial Information
Item 1.	Financial Statements	4
	Condensed Consolidated Statements of Income (Unaudited) for the three months ended March 3 1 , 202 5 and 2 024	4
	Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the three months ended March 3 1 , 202 5 and 20 24	5
	Condensed Consolidated Balance Sheets as of March 3 1 , 202 5 (Unaudited) and December 31, 2 024	6
	Condensed Consolidated Statements of Equity and Redeemable Equity (Unaudited) for the three months ended March 3 1 , 202 5 and 202 4	7
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 3 1 , 202 5 and 202 4	8
	Notes to the Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25
Part II	Other Information
Item 1.	Legal Proceedings	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 5.	Other Information	26
Item 6.	Exhibits	27
Signatures		28

T a b l e o f C o n t e n t s

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Ingredion Incorporated

Condensed Consolidated Statements of Income

(Unaudited)

(dollars and shares in millions, except per share data)


	Three Months Ended March 31,
	2025		2024
Net sales	$	1,813	$	1,882
Cost of sales	1,347		1,465
Gross profit	466		417
Operating expenses	193		189
Other operating (income) expense, net	(10)		12
Restructuring/impairment charges	7		3
Operating income	276		213
Financing costs	9		19
Net gain on sale of business	—		(82)

Income before income taxes	267		276
Provision for income taxes	68		58
Net income	199		218
Less: Net income attributable to non-controlling interests	2		2
Net income attributable to Ingredion	$	197	$	216

Earnings per common share attributable to Ingredion common shareholders:

Weighted average common shares outstanding:
Basic	64.5		65.7
Diluted	65.6		66.8

Earnings per common share of Ingredion:
Basic	$	3.05	$	3.29
Diluted	3.00		3.23

See the Notes to the Condensed Consolidated Financial Statements.

T a b l e o f C o n t e n t s

Ingredion Incorporated

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(dollars in millions)


	Three Months Ended March 31,
	2025		2024
Net income	$	199	$	218
Other comprehensive income:
Gains (losses) on cash flow hedges, net of income tax effect of $4 and $10	13		(31)
(Gains) losses on cash flow hedges reclassified to earnings, net of income tax effect of $— and $9	(2)		24

Losses related to pension and other postretirement obligations reclassified to earnings, net of income tax effect of $—	—		1
Currency translation adjustment	50		—
Comprehensive income	260		212
Less: Comprehensive income attributable to non-controlling interests	3		1
Comprehensive income attributable to Ingredion	$	257	$	211

See the Notes to the Condensed Consolidated Financial Statements.

T a b l e o f C o n t e n t s

Ingredion Incorporated

Condensed Consolidated Balance Sheets

(dollars and shares in millions, except per share amounts)


	March 31, 2025		December 31, 2024
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	837	$	997
Short-term investments	9		11
Accounts receivable, net	1,284		1,093
Inventories	1,172		1,187
Prepaid expenses and assets held for sale	63		67
Total current assets	3,365		3,355
Property, plant and equipment, net of accumulated depreciation of $3,547 and $3,476	2,289		2,264
Intangible assets, net of accumulated amortization of $332 and $324	1,264		1,264
Other non-current assets	550		561
Total assets	$	7,468	$	7,444

Liabilities and stockholders’ equity
Current liabilities:
Short-term borrowings	$	42	$	44
Accounts payable	634		604
Accrued liabilities and liabilities held for sale	506		633
Total current liabilities	1,182		1,281
Long-term debt	1,742		1,787
Other non-current liabilities	496		486
Total liabilities	3,420		3,554

Share-based payments subject to redemption	42		60
Redeemable non-controlling interests	8		7

Ingredion stockholders’ equity:
Preferred stock — authorized 25.0 shares — $0.01 par value, none issued	—		—
Common stock — authorized 200.0 shares — $0.01 par value, 77.8 shares issued at March 31, 2025 and December 31, 2024	1		1
Additional paid-in capital	1,158		1,152
Less: Treasury stock (common stock: 13.5 and 13.3 shares at March 31, 2025 and December 31, 2024) at cost	(1,393)		(1,355)
Accumulated other comprehensive loss	(1,025)		(1,086)
Retained earnings	5,236		5,092
Total Ingredion stockholders’ equity	3,977		3,804
Non-redeemable non-controlling interests	21		19
Total stockholders’ equity	3,998		3,823
Total liabilities and stockholders’ equity	$	7,468	$	7,444

See the Notes to the Condensed Consolidated Financial Statements.

T a b l e o f C o n t e n t s

Ingredion Incorporated

Condensed Consolidated Statements of Equity and Redeemable Equity

(Unaudited)

(dollars in millions)


	Total Equity														Share-based Payments Subject to Redemption		Redeemable Non- Controlling Interests
	Preferred Stock		Common Stock		Additional Paid-In Capital		Treasury Stock		Accumulated Other Comprehensive Loss		Retained Earnings		Non- Redeemable Non- Controlling Interests
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


	Total Equity														Share-based Payments Subject to Redemption		Redeemable Non- Controlling Interests
	Preferred Stock		Common Stock		Additional Paid-In Capital		Treasury Stock		Accumulated Other Comprehensive Loss		Retained Earnings		Non- Redeemable Non- Controlling Interests
Balance as of December 31, 2023	$	—	$	1	$	1,146	$	(1,207)	$	(1,056)	$	4,654	$	14	$	55	$	43
Net income attributable to Ingredion	—		—		—		—		—		216		—		—		—
Net income attributable to non-controlling interests	—		—		—		—		—		—		2		—		—
Dividends declared, common stock ($0.78/share)	—		—		—		—		—		(52)		—		—		—
Repurchases of common stock, net	—		—		—		(1)		—		—		—		—		—
Share-based compensation, net of issuance	—		—		—		29		—		—		—		(12)		—


Other comprehensive (loss)	—		—		—		—		(6)		—		—		—		(1)
Balance as of March 31, 2024	$	—	$	1	$	1,146	$	(1,179)	$	(1,062)	$	4,818	$	16	$	43	$	42

See the Notes to the Condensed Consolidated Financial Statements.

T a b l e o

SEC Form 10-Q filed by Ingredion Incorporated