Ingredion(US:INGR)2023-08-08 18:19markdown [PART I FINANCIAL INFORMATION](index=3&type=section&id=Part%20I%20Financial%20Information) [ITEM 1. FINANCIAL STATEMENTS](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents Ingredion Incorporated's unaudited condensed consolidated financial statements for the three and six months ended June 30, 2023 and 2022, including statements of income, comprehensive income (loss), balance sheets, equity, and cash flows, along with detailed notes explaining significant accounting policies, acquisitions, investments, derivative activities, financing arrangements, and segment information [Condensed Consolidated Statements of Income](index=3&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) **Condensed Consolidated Statements of Income (Three Months Ended June 30):** | Metric (in millions, except per share) | 2023 | 2022 | | :----------------------------------- | :--- | :--- | | Net sales | $2,069 | $2,044 | | Gross profit | $441 | $390 | | Operating income | $251 | $213 | | Net income attributable to Ingredion | $163 | $142 | | Diluted EPS | $2.42 | $2.12 | **Condensed Consolidated Statements of Income (Six Months Ended June 30):** | Metric (in millions, except per share) | 2023 | 2022 | | :----------------------------------- | :--- | :--- | | Net sales | $4,206 | $3,936 | | Gross profit | $928 | $769 | | Operating income | $542 | $423 | | Net income attributable to Ingredion | $354 | $272 | | Diluted EPS | $5.27 | $4.04 | [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) **Condensed Consolidated Statements of Comprehensive Income (Loss) (Three Months Ended June 30):** | Metric (in millions) | 2023 | 2022 | | :------------------- | :--- | :--- | | Net income | $164 | $145 | | Comprehensive income (loss) attributable to Ingredion | $144 | $(28) | **Condensed Consolidated Statements of Comprehensive Income (Loss) (Six Months Ended June 30):** | Metric (in millions) | 2023 | 2022 | | :------------------- | :--- | :--- | | Net income | $358 | $278 | | Comprehensive income (loss) attributable to Ingredion | $291 | $237 | [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) **Condensed Consolidated Balance Sheets (as of June 30, 2023 vs. December 31, 2022):** | Metric (in millions) | June 30, 2023 | December 31, 2022 | | :------------------- | :------------ | :---------------- | | Total assets | $7,600 | $7,561 | | Total liabilities | $4,125 | $4,299 | | Total equity | $3,389 | $3,163 | | Cash and cash equivalents | $257 | $236 | | Accounts receivable, net | $1,366 | $1,411 | | Inventories | $1,618 | $1,597 | | Short-term borrowings | $522 | $543 | | Accounts payable and accrued liabilities | $1,198 | $1,339 | [Condensed Consolidated Statements of Equity and Redeemable Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Equity%20and%20Redeemable%20Equity) **Condensed Consolidated Statements of Equity and Redeemable Equity (as of June 30, 2023 vs. December 31, 2022):** | Metric (in millions) | June 30, 2023 | December 31, 2022 | | :------------------- | :------------ | :---------------- | | Total Ingredion stockholders' equity | $3,377 | $3,147 | | Retained earnings | $4,469 | $4,210 | | Accumulated other comprehensive loss | $(1,119) | $(1,048) | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) **Condensed Consolidated Statements of Cash Flows (Six Months Ended June 30):** | Metric (in millions) | 2023 | 2022 | | :------------------- | :--- | :--- | | Cash provided by (used for) operating activities | $279 | $(4) | | Cash used for investing activities | $(160) | $(136) | | Cash (used for) provided by financing activities | $(97) | $145 | | Net income | $358 | $278 | | Depreciation and amortization | $109 | $107 | | Changes in working capital (net) | $(228) | $(449) | [Notes to the Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) [1. Interim Financial Statements](index=11&type=section&id=1.%20Interim%20Financial%20Statements) - The unaudited Condensed Consolidated Financial Statements are prepared on the same basis as the audited annual statements, reflecting normal recurring adjustments[28](index=28&type=chunk) - Interim results are not necessarily indicative of the results expected for the full year or any other future period[28](index=28&type=chunk) [2. Summary of Significant Accounting Standards and Policies](index=11&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Standards%20and%20Policies) - Adopted **ASU 2020-04** (Reference Rate Reform) and **ASU 2022-04** (Supplier Finance Programs) at the beginning of fiscal year 2023[30](index=30&type=chunk)[31](index=31&type=chunk) - Neither ASU had a material impact on the Condensed Consolidated Financial Statements, except for disclosures related to supplier finance programs[30](index=30&type=chunk)[31](index=31&type=chunk) [3. Acquisitions](index=11&type=section&id=3.%20Acquisitions) - Acquired a **65% controlling interest** in Mannitab Pharma Specialties Private Limited for **$22 million** on December 1, 2022, adding **$28 million** in goodwill and intangible assets[32](index=32&type=chunk) - Acquired Amishi Drugs and Chemicals Private Limited for **$7 million** on August 1, 2022, adding **$3 million** in goodwill and intangible assets[33](index=33&type=chunk) - Both acquisitions are Indian manufacturers, and their financial results are reported in the Asia-Pacific segment[32](index=32&type=chunk)[35](index=35&type=chunk) [4. Investments](index=13&type=section&id=4.%20Investments) **Total Investments (in millions):** | Metric | June 30, 2023 | December 31, 2022 | | :----- | :------------ | :---------------- | | Equity investments | $23 | $23 | | Equity method investments | $116 | $113 | | Marketable securities | $4 | $3 | | **Total investments** | **$143** | **$139** | - The Argentina joint venture with Grupo Arcor is pending customary antitrust review to formally establish the venture[37](index=37&type=chunk) [5. Derivative Instruments and Hedging Activities](index=13&type=section&id=5.%20Derivative%20Instruments%20and%20Hedging%20Activities) - The Company uses derivative financial instruments (commodity futures, options, swaps, foreign currency forward contracts, interest rate swaps, and T-Locks) to manage market risks related to commodity prices (corn, natural gas), foreign currency exchange rates, and interest rates[38](index=38&type=chunk)[39](index=39&type=chunk)[43](index=43&type=chunk)[46](index=46&type=chunk) **Derivatives in Cash Flow Hedging Relationships (Gains (Losses) included in AOCL as of, in millions):** | Metric | June 30, 2023 | December 31, 2022 | | :------------------------------------------------ | :------------ | :---------------- | | Commodity contracts, net of income tax effect | $(75) | $8 | | Foreign currency contracts, net of income tax effect | $(1) | $1 | | Interest rate contracts, net of income tax effect | $(3) | $(3) | | **Total** | **$(79)** | **$6** | - As of June 30, 2023, Accumulated Other Comprehensive Loss (AOCL) included **$76 million** of net losses on commodities-related derivative instruments, T-Locks, and foreign currency hedges designated as cash flow hedges, expected to be reclassified into earnings **within the next 12 months**[50](index=50&type=chunk) [6. Fair Value Measurements](index=17&type=section&id=6.%20Fair%20Value%20Measurements) **Assets and Liabilities Measured at Fair Value (as of June 30, 2023, in millions):** | Metric | Total | Level 1 | Level 2 | Level 3 | | :---------------- | :---- | :------ | :------ | :------ | | Marketable Securities | $4 | $4 | $— | $— | | Derivative assets | $30 | $29 | $1 | $— | | Derivative liabilities | $118 | $86 | $32 | $— | | Long-term debt | $1,752| $— | $1,752 | $— | **Assets and Liabilities Measured at Fair Value (as of December 31, 2022, in millions):** | Metric | Total | Level 1 | Level 2 | Level 3 | | :---------------- | :---- | :------ | :------ | :------ | | Marketable Securities | $3 | $3 | $— | $— | | Derivative assets | $60 | $49 | $11 | $— | | Derivative liabilities | $64 | $51 | $13 | $— | | Long-term debt | $1,733| $— | $1,733 | $— | - Fair value measurements are categorized into three levels based on input reliability: **Level 1** (quoted prices in active markets), **Level 2** (observable inputs other than Level 1), and **Level 3** (unobservable inputs)[53](index=53&type=chunk) [7. Financing Arrangements](index=19&type=section&id=7.%20Financing%20Arrangements) **Total Debt (in millions):** | Metric | June 30, 2023 | December 31, 2022 | | :----- | :------------ | :---------------- | | Total long-term debt | $1,939 | $1,940 | | Total short-term borrowings | $522 | $543 | | **Total debt** | **$2,461** | **$2,483** | **Commercial Paper Program (Six Months Ended June 30):** | Metric | 2023 | 2022 | | :----- | :--- | :--- | | Average amount outstanding (in millions) | $468 | $425 | | Average interest rate | 5.13% | 0.74% | | Weighted average maturity (days) | 10 | 19 | - The weighted average interest rate on total indebtedness increased to approximately **4.3%** for the six months ended June 30, 2023, from approximately **3.1%** for the six months ended June 30, 2022[138](index=138&type=chunk) [8. Commitments and Contingencies](index=19&type=section&id=8.%20Commitments%20and%20Contingencies) - The Company entered into a short-term extension of its collective bargaining agreement at the Indianapolis manufacturing facility to facilitate negotiations for a new long-term agreement[58](index=58&type=chunk) - A **$27 million income tax benefit** was recorded in Q4 2022, related to Brazilian local government tax incentives, with **$31 million remaining** as of June 30, 2023, expected to be recovered **within five years**[59](index=59&type=chunk) [9. Pension and Other Postretirement Benefits](index=20&type=section&id=9.%20Pension%20and%20Other%20Postretirement%20Benefits) **Net Periodic Benefit Cost (Pension Plans, in millions):** | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :----- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | U.S. Plans | $(1) | $1 | $1 | $(2) | | Non-U.S. Plans | $2 | $2 | $3 | $3 | | **Total** | **$1** | **$3** | **$4** | **$1** | **Net Postretirement Benefit Cost (in millions):** | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :----- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net periodic benefit cost | $1 | $1 | $2 | $2 | - Anticipates cash contributions of **$1 million** to U.S. pension plans and **$3 million** to non-U.S. pension plans in 2023[60](index=60&type=chunk) [10. Equity](index=20&type=section&id=10.%20Equity) - The Board of Directors authorized a new stock repurchase program permitting the purchase of **up to 6 million shares** of common stock through December 31, 2025; **no shares were repurchased** during the first half of 2023[62](index=62&type=chunk)[63](index=63&type=chunk) **Total Share-Based Compensation Expense (Pre-tax, in millions):** | Metric | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :----- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Stock options | $1 | $1 | $2 | $2 | | Restricted stock units ("RSUs") | $3 | $3 | $7 | $6 | | Performance shares and other awards | $1 | $4 | $5 | $7 | | **Total pre-tax compensation expense** | **$5** | **$8** | **$14** | **$15** | **Accumulated Other Comprehensive Loss (AOCL, in millions):** | Metric | June 30, 2023 | December 31, 2022 | | :----- | :------------ | :---------------- | | Balance, AOCL | $(1,119) | $(1,048) | - The 2020 performance share awards that vested in February 2023 achieved a **77% payout**, and the 2021 performance share awards are estimated to pay out at **180%**[76](index=76&type=chunk) [11. Information by Segment and Geographic Region](index=30&type=section&id=11.%20Information%20by%20Segment%20and%20Geographic%20Region) **Net Sales to Unaffiliated Customers by Segment (in millions):** | Segment | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | North America | $1,342 | $1,284 | $2,698 | $2,458 | | South America | $257 | $290 | $526 | $542 | | Asia-Pacific | $267 | $275 | $544 | $547 | | EMEA | $203 | $195 | $438 | $389 | | **Total net sales** | **$2,069** | **$2,044** | **$4,206** | **$3,936** | **Operating Income by Reportable Segment (in millions):** | Segment | Three Months Ended June 30, 2023 | Three Months Ended June 30, 2022 | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | | :------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | North America | $197 | $161 | $404 | $317 | | South America | $23 | $39 | $64 | $77 | | Asia-Pacific | $27 | $21 | $55 | $43 | | EMEA | $42 | $29 | $99 | $60 | | Corporate | $(38) | $(35) | $(75) | $(69) | | **Total operating income** | **$251** | **$213** | **$542** | **$423** | **Total Assets by Reportable Segment (in millions):** | Segment | As of June 30, 2023 | As of December 31, 2022 | | :------------ | :------------------ | :---------------------- | | North America (a) | $4,580 | $4,499 | | South America | $922 | $949 | | Asia-Pacific | $1,395 | $1,467 | | EMEA | $703 | $646 | | **Total assets** | **$7,600** | **$7,561** | [12. Supplementary Information](index=32&type=section&id=12.%20Supplementary%20Information) **Accounts Receivable, Net (in millions):** | Metric | June 30, 2023 | December 31, 2022 | | :----- | :------------ | :---------------- | | Accounts receivable — trade | $1,221 | $1,200 | | Accounts receivable — other | $162 | $228 | | Allowance for credit losses | $(17) | $(17) | | **Total accounts receivable** | **$1,366** | **$1,411** | **Inventories (in millions):** | Metric | June 30, 2023 | December 31, 2022 | | :----- | :------------ | :---------------- | | Finished and in process | $998 | $962 | | Raw materials | $527 | $539 | | Manufacturing supplies | $93 | $96 | | **Total inventories** | **$1,618** | **$1,597** | - As of June 30, 2023, participating financial institutions held **$105 million** of the Company's liabilities recorded in accounts payable and accrued liabilities under supply chain finance programs[93](index=93&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=33&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Ingredion's financial performance, condition, and results of operations for the three and six months ended June 30, 2023. It highlights growth in net sales, operating income, net income, and diluted EPS, driven by favorable pricing and customer mix, while also discussing liquidity, capital resources, and forward-looking statements [Overview](index=33&type=section&id=Overview) - Ingredion is a leading global ingredients solutions provider, transforming various raw materials into value-added ingredients and biomaterials for diverse industries[94](index=94&type=chunk) - For the second quarter of 2023, the Company achieved **growth in net sales, operating income, net income, and diluted earnings per share**, primarily driven by price and customer mix, partially offset by lower volumes and foreign exchange impacts[95](index=95&type=chunk)[96](index=96&type=chunk) [Results of Operations](index=33&type=section&id=Results%20of%20Operations) **Key Financial Highlights (Q2 2023 vs. Q2 2022):** | Metric (in millions, except per share) | 2023 | 2022 | Change (%) | | :----------------------------------- | :--- | :--- | :--------- | | Net sales | $2,069 | $2,044 | 1% | | Operating income | $251 | $213 | 18% | | Net income attributable to Ingredion | $163 | $142 | 15% | | Diluted EPS | $2.42 | $2.12 | 14% | **Key Financial Highlights (H1 2023 vs. H1 2022):** | Metric (in millions, except per share) | 2023 | 2022 | Change (%) | | :----------------------------------- | :--- | :--- | :--------- | | Net sales | $4,206 | $3,936 | 7% | | Operating income | $542 | $423 | 28% | | Net income attributable to Ingredion | $354 | $272 | 30% | | Diluted EPS | $5.27 | $4.04 | 30% | - For Q2 2023, **net sales increased 1% to $2,069 million**, driven by price and customer mix, partially offset by lower volumes and foreign currency impacts[100](index=100&type=chunk) - For H1 2023, **net sales increased 7% to $4,206 million**, driven by price and customer mix, partially offset by lower volumes and unfavorable foreign currency impacts[119](index=119&type=chunk) - North America's operating income **increased 22% in Q2 2023** and **27% in H1 2023**, driven by favorable price and customer mix[111](index=111&type=chunk)[128](index=128&type=chunk) - South America's operating income **decreased 41% in Q2 2023** and **17% in H1 2023**, due to lower volumes, higher input costs, and adverse foreign exchange impacts[113](index=113&type=chunk)[130](index=130&type=chunk) - Asia-Pacific's operating income **increased 29% in Q2 2023** and **28% in H1 2023**, primarily driven by favorable price and customer mix[115](index=115&type=chunk)[132](index=132&type=chunk) - EMEA's operating income **increased 45% in Q2 2023** and **65% in H1 2023**, primarily driven by favorable price and customer mix[117](index=117&type=chunk)[134](index=134&type=chunk) [Liquidity and Capital Resources](index=37&type=section&id=Liquidity%20and%20Capital%20Resources) **Total Available Liquidity (as of June 30, 2023, in millions):** | Category | Amount | | :------- | :----- | | Domestic liquidity | $614 | | International liquidity | $855 | | **Total available liquidity** | **$1,469** | - Total debt outstanding was approximately **$2.5 billion** as of June 30, 2023, with **$1.7 billion** in senior notes not requiring principal repayment until 2026-2050[138](index=138&type=chunk) - The Company expects available cash balances, future cash flow from operations, access to debt markets, and borrowing capacity to provide **sufficient liquidity for at least the next twelve months**[139](index=139&type=chunk) [Net Cash Flows](index=39&type=section&id=Net%20Cash%20Flows) **Cash Flow Summary (Six Months Ended June 30, in millions):** | Metric | 2023 | 2022 | | :----- | :--- | :--- | | Cash provided by (used for) operating activities | $279 | $(4) | | Cash used for investing activities | $(160) | $(136) | | Cash (used for) provided by financing activities | $(97) | $145 | | Capital expenditures and mechanical stores purchases | $(154) | $(144) | | Dividends paid, including to non-controlling interests | $(95) | $(90) | | Repurchases of common stock, net | $— | $(83) | - Cash provided by operating activities **increased to $279 million in H1 2023 from cash used of $4 million in H1 2022**, primarily due to changes in working capital and current period net income[140](index=140&type=chunk) - Capital investment commitments for 2023 are anticipated to be **approximately $300 million**[141](index=141&type=chunk) - Dividends paid increased due to an **increase in the quarterly dividend from $0.65 to $0.71 per share** of common stock during the third quarter of 2022[142](index=142&type=chunk) [Critical Accounting Policies and Estimates](index=39&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) - There have been **no changes** to the Company's critical accounting policies and estimates during the first half of 2023[145](index=145&type=chunk) [New Accounting Pronouncements](index=39&type=section&id=New%20Accounting%20Pronouncements) - Information regarding new accounting pronouncements is incorporated by reference to Note 2 to the Condensed Consolidated Financial Statements[146](index=146&type=chunk) [Forward-Looking Statements](index=40&type=section&id=Forward-Looking%20Statements) - This section contains forward-looking statements regarding Ingredion's prospects, future operations, and financial condition, which are subject to inherent risks and uncertainties[148](index=148&type=chunk)[149](index=149&type=chunk) - Actual results and developments may differ materially from expectations due to various risks, including global economic conditions, commodity prices, foreign currency fluctuations, supply chain disruptions, and regulatory changes[150](index=150&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=42&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section refers to the Annual Report on Form 10-K for detailed disclosures about market risks, including interest rates, raw material and energy costs, and foreign currencies, and states that no material changes occurred during the first half of 2023 - There have been **no material changes** in the disclosures regarding market risks (interest rates, raw material and energy costs, and foreign currencies) during the six months ended June 30, 2023[154](index=154&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=42&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the effectiveness of disclosure controls and procedures as of June 30, 2023, concluding they are effective. No material changes to internal control over financial reporting occurred during the quarter - Management, including the Chief Executive Officer and Chief Financial Officer, concluded that disclosure controls and procedures were **effective as of June 30, 2023**[155](index=155&type=chunk) - There have been **no material changes** in internal control over financial reporting during the three months ended June 30, 2023[156](index=156&type=chunk) [PART II OTHER INFORMATION](index=43&type=section&id=Part%20II%20Other%20Information) [ITEM 1. LEGAL PROCEEDINGS](index=43&type=section&id=Item%201.%20Legal%20Proceedings) The Company is involved in ongoing discussions with environmental agencies regarding alleged emissions violations at its Bedford Park facility and environmental regulatory matters at its Indianapolis facility. Despite these, the Company does not believe the outcomes of currently known legal proceedings will be material to its financial condition or results of operations - The Company is engaged in discussions with the Illinois Environmental Protection Agency regarding emissions exceeding permit limits at its Bedford Park manufacturing facility[158](index=158&type=chunk) - The U.S. Department of Justice and Ingredion are engaged in discussions regarding environmental regulatory matters at the Indianapolis manufacturing facility[159](index=159&type=chunk) - The Company does not believe that the results of currently known legal proceedings and inquiries will be **not material** to its financial condition or results of operations[160](index=160&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=43&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No shares of common stock were repurchased by the Company during the three months ended June 30, 2023. As of June 30, 2023, 6.0 million shares remain available for repurchase under the stock repurchase program authorized through December 31, 2025 **Issuer Purchases of Equity Securities (Three Months Ended June 30, 2023):** | Period | Total Number of Shares Purchased (in thousands) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares That May Yet be Purchased Under the Plans or Programs at End of Period (in thousands) | | :----------------- | :-------------------------------------------- | :--------------------------- | :------------------------------------------------------------------------------- | :--------------------------------------------------------------------------------------------------------------------------------------------- | | April 1 – April 30, 2023 | — | — | — | 6,000 shares | | May 1 – May 31, 2023 | — | — | — | 6,000 shares | | June 1 – June 30, 2023 | — | — | — | 6,000 shares | | **Total** | **—** | **—** | **—** | **—** | - As of June 30, 2023, **6.0 million shares remain available** for repurchase under the stock repurchase program authorized on September 26, 2022, through December 31, 2025[162](index=162&type=chunk) [ITEM 5. OTHER INFORMATION](index=44&type=section&id=Item%205.%20Other%20Information) James P. Zallie, the President and CEO, entered into an amended Rule 10b5-1 trading plan on May 4, 2023, for the sale of up to 56,331 shares of common stock, effective August 11, 2023, and expiring February 2, 2026. An existing plan was terminated on the same date - James P. Zallie, President and Chief Executive Officer, entered into an amended Rule 10b5-1 trading plan on May 4, 2023, for the sale of **up to 56,331 shares** of common stock, commencing August 11, 2023, and expiring February 2, 2026[163](index=163&type=chunk) [ITEM 6. EXHIBITS](index=44&type=section&id=Item%206.%20Exhibits) This section lists all exhibits required by Item 601 of Regulation S-K, including the 2023 Stock Incentive Plan, certifications from the Chief Executive Officer and Chief Financial Officer, and various XBRL documents - Exhibits include the Ingredion Incorporated 2023 Stock Incentive Plan, certifications of the Chief Executive Officer and Chief Financial Officer (pursuant to Sarbanes-Oxley Act sections 302 and 906), and various Inline XBRL documents[166](index=166&type=chunk)[168](index=168&type=chunk) [SIGNATURES](index=47&type=section&id=Signatures) - The report was signed on **August 8, 2023**, by James D. Gray, Executive Vice President and Chief Financial Officer, and Davida M. Gable, Vice President, Global Controller and Global Shared Services[172](index=172&type=chunk)