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What changed in Ingredion Inc's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Ingredion Inc's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+294 added−289 removedSource: 10-K (2026-02-17) vs 10-K (2025-02-20)

Top changes in Ingredion Inc's 2025 10-K

294 paragraphs added · 289 removed · 230 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

53 edited+6 added−11 removed29 unchanged
Biggest changeIn addition, we group operating segments that are not individually or collectively classified as a reportable segment as “All Other.” The approximate portion of total net sales by industry for each of our reportable segments and All Other in 2024 was as follows: Industries Served Total Ingredion T&HS F&II - LATAM F&II - U.S./Canada All Other Food 56 % 81 % 46 % 41 % 55 % Beverage 10 4 10 16 10 Brewing 7 1 18 4 1 Food and Beverage Ingredients 73 86 74 61 66 Animal Nutrition 8 2 13 8 12 Other 19 12 13 31 22 Total Net Sales 100 % 100 % 100 % 100 % 100 % No customer or group of related customers accounted for 10 percent or more of our net sales in 2024, 2023 or 2022.
Biggest changeIndustries Served The approximate portion of total net sales by industry for each of our reportable segments and All Other in 2025 was as follows: Industries Served Total Ingredion T&HS F&II–LATAM F&II–U.S./Canada All Other Food 58 % 83 % 49 % 40 % 55 % Beverage 9 3 9 16 12 Brewing 7 — 17 4 — Food and Beverage Ingredients 74 86 75 60 67 Animal Nutrition 7 2 12 8 10 Other 19 12 13 32 23 Total Net sales 100 % 100 % 100 % 100 % 100 % No customer or group of related customers accounted for 10 percent or more of our net sales in 2025, 2024 or 2023.
Some of our customer contracts provide for spot sales, while others are fee-based and adjust our selling prices based upon raw material input costs. Longer term customer contracts may have terms of one year or multiple years, such as those with the beverage industry.
Customer Contracts Some of our customer contracts provide for spot sales, while others are fee-based and adjust our selling prices based upon raw material input costs. Longer term customer contracts, such as those with the beverage industry, may have terms of one year or multiple years.
We collaborate with customers to develop specific application solutions either in the customers’ facilities, our Idea Labs® and technical service centers, or at third-party contractors. Additionally, we partner with academic institutions, research organizations, and industry stakeholders to foster collaborative innovation and accelerate the development of new technologies.
We collaborate with customers to develop specific application solutions either in the customers’ facilities, in our Idea Labs® and technical service centers, or at third-party contractors. Additionally, we partner with academic institutions, research organizations, and industry stakeholders to foster collaborative innovation and accelerate the development of new technologies.
Executive officers and leaders throughout the organization review aggregate survey results and create action plans at global, regional, functional and managerial levels. Furthermore, we employ a flexible approach for our office-based employees on how and where we work.
Executive officers and leaders throughout the organization review aggregate survey results and create action plans at global, regional, functional and managerial levels. We employ a flexible approach for our office-based employees on how and where we work.
Our R&D team consists of approximately 500 scientists and engineers who work collaboratively across our global network of 30 Ingredion Idea Labs®, with headquarters in Bridgewater, New Jersey. Our core capabilities include food and non-food product design and development, molecular discovery, analytical and sensory characterization, regulatory affairs, manufacturing process innovation, plant science, and project portfolio management.
Our R&D team consists of over 500 scientists and engineers who work collaboratively across our global network of 30 Ingredion Idea Labs®, with headquarters in Bridgewater, New Jersey. Our core capabilities include food and non-food product design and development, molecular discovery, analytical and sensory characterization, regulatory affairs, manufacturing process innovation, plant science, and project portfolio management.
This change in operating segments better aligns our production assets and commercial efforts and resulted in three new reportable segments: Texture & Healthful Solutions (“T&HS”), which focuses on providing its solutions to the global market; and Food & Industrial Ingredients - Latin America (“F&II - LATAM”) and Food & Industrial Ingredients - U.S./Canada (“F&II - U.S./Canada”), each of which focuses on providing its products to local markets.
This change in operating segments better aligned our production assets and commercial efforts and resulted in three new reportable segments: Texture & Healthful Solutions (“T&HS”), which focuses on providing its solutions to the global market; and Food & Industrial Ingredients–Latin America (“F&II–LATAM”) and Food & Industrial Ingredients–U.S./Canada (“F&II–U.S./Canada”), each of which focuses on providing its products to local markets.
Research and Development Our Research and Development (“R&D”) organization is dedicated to driving innovation and enhancing Ingredion’s competitive position within the ingredient industry. The R&D function focuses on the discovery, development, and 8 Table of Contents commercialization of high-performance, value-added ingredient solutions that meet evolving consumer preferences and industry demands in both food and non-food applications.
Research and Development Our Research and Development (“R&D”) organization is dedicated to driving innovation and enhancing Ingredion’s competitive position within the ingredient industry. The R&D function focuses on the discovery, development, and 7 Table of Contents commercialization of high-performance, value-added ingredient solutions that meet evolving consumer preferences and industry demands in both food and non-food applications.
In North America countries serviced by our F&II segments, we generally use trucks to ship to nearby customers. For those customers located considerable distances from our manufacturing facilities, we primarily use either rail transport or a combination of rail transport and trucks to deliver our products.
In North American countries serviced by our F&II segments, we generally use trucks to ship to nearby customers. For those customers located considerable distances from our manufacturing facilities, we primarily use either rail transport or a combination of rail transport and trucks to deliver our products.
Fluctuations in prices of these competing products may affect prices of, and profits derived from, our products. 5 Table of Contents Business Segments Beginning January 1, 2024, we re-aligned our operating segments, which resulted in a change to our reportable business segments.
Fluctuations in prices of these competing products may affect prices of and profits derived from our products. 4 Table of Contents Business Segments Beginning January 1, 2024, we re-aligned our operating segments, which resulted in a change to our reportable business segments.
Our intellectual property portfolio, including patents and proprietary know-how, supports our strategic innovation initiatives and reinforces our commitment to delivering differentiated, high-performance ingredients to our customers around the world. We continuously evaluate and refine our R&D investments to align with our long-term business strategy, improve operational efficiencies, and drive sustainable growth for Ingredion.
Our intellectual property portfolio, including patents and proprietary know-how, supports our strategic innovation initiatives and reinforces our commitment to delivering differentiated, high-performance ingredients to our customers around the world. We continuously evaluate and refine our R&D investments to align them with our long-term business strategy, improve operational efficiencies, and drive sustainable growth for our company.
Firm-based pricing reflects fixed prices for our products, which transfers risk to us for underlying input costs over the contract period. Conversely, fee-based pricing allocates the risk for the underlying input costs to our customers. Most of our multi-year contracts are fee-based, which adjust our selling prices at intervals during the contract term.
Firm-based pricing reflects fixed prices for our products, which transfers risk to us for underlying 6 Table of Contents input costs over the contract period. Conversely, fee-based pricing allocates the risk for the underlying input costs to our customers. Most of our multi-year contracts are fee-based and adjust our selling prices at intervals during the contract term.
Specialty industrial starches are used for biomaterial applications, including biodegradable plastics, fabric softeners and detergents, hair and skin care applications, dusting powders for surgical gloves, and in the production of glass fiber and insulation. Our starch products represented approximately 49 percent, 47 percent and 46 percent of our net sales for 2024, 2023 and 2022.
Specialty industrial starches are used for biomaterial applications, including biodegradable plastics, fabric softeners and detergents, hair and skin care applications, dusting powders for surgical gloves, and in the production of glass fiber and insulation. Our starch products represented 50 percent, 49 percent and 47 percent of our net sales in 2025, 2024 and 2023.
Most customer contracts in South America are one-year contracts that have shorter pricing periods that adjust to factors such as inflation and local raw input prices, as well as spot sales and contracts that are three months or less. F&II - LATAM also holds a 49% ownership in Ingrear Holding S.A.
Most customer contracts in South America are one-year contracts which have shorter pricing periods that adjust to factors such as inflation and local raw input prices, as well as spot sales and contracts that have pricing periods of three months or less. 5 Table of Contents F&II–LATAM holds a 49 percent ownership in Ingrear Holding S.A.
All Other We do not separately report results for operating segments that we classify in All Other, which includes sweetener and starch sales by our Pakistan business, sales of stevia and other ingredients from our PureCircle and Sugar Reduction businesses, and pea protein and, until recently, fava bean ingredients from our Protein Fortification business.
All Other We do not separately report results for operating segments that we classify in All Other, which includes sweetener and starch sales by our Pakistan business, sales of stevia by our PureCircle business, sales of other sweeteners from our Sugar Reduction businesses, and pea protein from our Protein Fortification business.
As of December 31, 2024, we utilized our global network of 46 manufacturing facilities and joint venture partnerships to support our global product lines. Most of our manufacturing processes are based on a capital-intensive, two-step process that involves the wet-milling and processing of starch-based materials, primarily corn.
As of December 31, 2025, we utilized our global network of 41 active manufacturing facilities and joint venture partnerships to support our global product lines. Most of our manufacturing processes are based on a capital-intensive, two-step process that involves the wet-milling and processing of starch-based materials.
The information on, or accessible through, our website is not a part of, and is not incorporated by reference into, this report. 11 Table of Contents Information about our Executive Officers Our executive officers and their positions with us as of February 20, 2025 are as follows: Name Age Positions, Offices and Business Experience James P.
The information on, or accessible through, our website is not a part of, and is not incorporated by reference into, this report. Information about our Executive Officers Our executive officers and their positions with us as of February 17, 2026 are as follows: Name Age Positions, Offices and Business Experience James P.
Our sweetener products represented approximately 35 percent, 34 percent and 33 percent of our net sales for 2024, 2023 and 2022. Our products also include pulse-based protein ingredients made from yellow peas, which add protein, dietary fiber, micronutrients and texture to food and beverages.
Our sweetener products represented 34 percent, 35 percent and 34 percent of our net sales in 2025, 2024 and 2023. Our products also include pulse-based protein ingredients made from yellow peas, which add protein, dietary fiber, micronutrients and texture to food and beverages.
Patents and Trademarks As of December 31, 2024, we owned more than 2,000 patents and patents pending, which relate to a variety of products and processes, as well as a number of established trademarks under which we market our products. We also have the right to use other patents and trademarks pursuant to patent and trademark licenses.
Patents and Trademarks As of December 31, 2025, we owned more than 1,800 patents and patents pending, which relate to a variety of products and processes, as well as a number of established trademarks under which we market our products. We also have the right to use other patents and trademarks under patent and trademark licenses.
Food & Industrial Ingredients - U.S./Canada F&II - U.S./Canada consists of six manufacturing facilities in the U.S. and Canada that convert corn into starches and sweeteners and co-products for the local needs of food and industrial markets. F&II - U.S./Canada has a significant presence in the industrial market.
Food & Industrial Ingredients – U.S./Canada F&II–U.S./Canada consists of six manufacturing facilities in the U.S. and Canada that convert corn into starches and sweeteners and co-products for the local needs of food and industrial markets. F&II–U.S./Canada has a significant presence in the industrial market. Product applications include food and beverages, paper and packaging, pharmaceuticals and personal care.
The price of corn fluctuates in response to various factors, including farmers’ planting decisions, climate, crop-related disease, domestic and foreign government policies (including those related to the production of ethanol), livestock feeding, shortages or surpluses of world grain supplies, and trade agreements.
We generally expect the supply of corn for our subsidiaries to be adequate for our needs. The price of corn fluctuates in response to various factors, including farmers’ planting decisions, climate, crop-related disease, domestic and foreign government policies (including those related to the production of ethanol), livestock feeding, shortages or surpluses of world grain supplies, and trade policies and agreements.
Sugar Reduction ingredients, which include stevia sweeteners, polyols, dextrose and allulose, a rare sugar, come from a variety of GMO and non-GMO raw material bases.
Ingredients sold by our Sugar Reduction businesses include stevia sweeteners, polyols, dextrose, allulose and fructooligosaccharides, which come from a variety of GMO and non-GMO raw material bases.
As a result, we believe our employees feel connected to our culture and identify with our values, commitment to our purpose, innovation, and pursuing our sustainability goals through their actions and behaviors. 9 Table of Contents Workforce Profile As of December 31, 2024, Ingredion employed approximately 11,200 people, of whom approximately 3,200 were located in the U.S. and Canada.
As a result, we believe our employees feel connected to our culture and through their actions demonstrate their identification with our values and their commitment to our purpose, innovation, and pursuit of our sustainability goals. Workforce Profile As of December 31, 2025, we employed approximately 11,200 people, of whom approximately 3,200 were located in the U.S. and Canada.
The paper industry uses starches to provide strength properties as well as adhesion in the conversion of corrugated boxes, and various industrial companies use paper starches for enhanced drainage, fiber retention, oil and grease resistance, improved printability and biochemical oxygen demand control.
Food companies use starches for adhesion, clouding, dusting, expansion, fat replacement, freshness, gelling, glazing, mouthfeel, stabilization and texture. The paper industry uses starches to provide strength properties as well as adhesion in the conversion of corrugated boxes, and various industrial companies use paper starches for enhanced drainage, fiber retention, oil and grease resistance, improved printability and biochemical oxygen demand control.
T&HS ingredients deliver more functionality than our other products, add additional customer value, achieve higher average selling prices, and enable our customers to deliver high quality, consumer-preferred products aligned to growing market and consumer trends such as health and wellness, clean-label, simple ingredients, affordability, indulgence and sustainability.
T&HS ingredients deliver more functionality than our other products, add additional customer value, achieve higher average selling prices, and enable our customers to deliver high-quality, consumer-preferred products aligned with growing market and consumer trends such as health and wellness, clean-label, simple ingredients, affordability, indulgence and sustainability. T&HS faces competition globally from Archer-Daniels-Midland Company (“ADM”), Tate & Lyle, Cargill, and Roquette.
During the front-end process, we steep starch-based materials in a water-based solution and separate them into a starch slurry, protein, fiber, or germ used to produce corn oil. We will then further process the starch slurry to produce starches, sweeteners and other ingredients for various industries.
During the front-end process, we steep starch-based materials in a water-based solution and separate them into a starch slurry, protein, fiber or germ. We then further process the starch slurry to produce starches, sweeteners and other ingredients for various industries. Raw Materials Corn (primarily yellow dent) is the primary basic raw material we use to produce starches and sweeteners.
Those boilers, along with product dryers, are our primary source of greenhouse gas emissions. During 2024, we spent $49 million for environmental control and wastewater treatment equipment to be incorporated into existing facilities and in planned construction projects.
Those boilers, along with product dryers, are our primary source of greenhouse gas emissions. During 2025, we spent $63 million for environmental control and wastewater treatment equipment to be incorporated into existing facilities and in planned construction projects. We currently expect that we will invest approximately $57 million for environmental facilities and programs in 2026.
Government Regulation As a manufacturer and marketer of food items and items for use in the pharmaceutical industry, our operations and the use of many of our products are subject to federal, state, foreign and local statutes and regulations, including the Federal Food, Drug and Cosmetic Act and the Occupational Safety and Health Act.
Government Regulation As a manufacturer and marketer of ingredients used in food and pharmaceutical industries, our products and operations are subject to federal, state, foreign and local statutes and regulations, including the Federal Food, Drug and Cosmetic Act and the Occupational Safety and Health Act. We and many of our products are also subject to regulation by the U.S.
For each of these pillars, we assign leadership to corporate, segment and manufacturing facility levels. Our centralized production planning, distribution and financial functions give us the ability to serve global customers, leverage digital solutions and artificial intelligence, ration production capacity, identify synergies, and maximize the benefits of our global presence.
Our centralized production planning, distribution and financial functions give us the ability to serve global customers, leverage digital solutions and artificial intelligence, ration production capacity, identify synergies, and maximize the benefits of our global presence.
Product applications include food and beverages, paper and packaging, pharmaceuticals and personal care. F&II - U.S./Canada’s facilities manufacture liquid or dry products that require minimal modification and are usually shipped using bulk rail cars or tanker trucks. The manufacturing process also generates co-products that customers use for animal nutrition and corn oil production.
F&II–U.S./Canada’s facilities manufacture liquid or dry products that require minimal modification and are usually shipped using bulk rail cars or tanker trucks. The manufacturing process also generates co-products that customers use for animal nutrition and corn oil production. F&II–U.S./Canada’s customers include global brands that generally tend to source ingredients locally.
Raw Materials Corn (primarily yellow dent) is the primary basic raw material we use to produce starches and sweeteners. We also use tapioca in certain of our T&HS production processes in the Asia-Pacific region and in South America. We use chips and slices from potato processors as the primary raw material to manufacture potato-based starches.
We also use tapioca in certain of our T&HS production processes in the Asia-Pacific region and in South America. We use chips and slices from potato processors as the primary raw material to manufacture potato-based starches. In addition to corn, potatoes, and tapioca, we use pulses, gums, rice, stevia, yellow peas and sugar as raw materials, among others.
No material fines were imposed on us in 2024. We may also be required to comply with federal, state, foreign and local laws regulating food handling and storage. We believe these laws and regulations have not negatively affected our competitive position.
We may also be required to comply with federal, state, foreign and local laws regulating food handling and storage. We believe our compliance with these laws and regulations have not negatively affected our financial results or competitive position.
Our product lines include starches and sweeteners, animal feed products and edible corn oil. Our starch-based products include both food-grade and industrial starches, as well as biomaterials and non-GMO (genetically modified organism) products.
Ingredion derives most of our products by processing corn and other starch-based materials, such as tapioca, potato, peas and rice. Our product lines include starches and sweeteners, animal feed products and edible corn oil. Our starch-based products include both food-grade and industrial starches, as well as biomaterials and non-GMO (genetically modified organism) products.
Michael J. Leonard 49 Senior Vice President, Chief Innovation Officer and Head of Protein Fortification, as of May 2024. Chief Executive Officer for MycoTechnology, a food products supplier, from November 2023 to May 2024, and Chief Executive Officer and Chief Technology Officer for Motif FoodWorks, a food processing company, from September 2019 to November 2023.
Leonard 50 Senior Vice President, Chief Innovation Officer and Head of Protein Fortification, since May 2024. Chief Executive Officer at MycoTechnology, a food products supplier, from November 2023 to May 2024. Chief Executive Officer from August 2022 to November 2023 and Chief Technology Officer before that at Motif FoodWorks, a food processing company.
Nancy Wolfe 55 Senior Vice President and Chief Human Resources Officer since joining Ingredion in January 2022. Senior Vice President, Human Resources at Bayer Crop Science (formerly Monsanto), an agriculture, chemical and biochemical solutions company, from June 2018 to January 2022. 12 Table of Contents
(formerly Ecolab), an oil and gas equipment and services company. Nancy Wolfe 56 Senior Vice President and Chief Human Resources Officer since joining Ingredion in January 2022. Before that, Senior Vice President, Human Resources at Bayer Crop Science (formerly Monsanto), an agriculture, chemical and biochemical solutions company. 10 Table of Contents
We and many of our products are also subject to regulation by the U.S. Food and Drug Administration and other government agencies. Among other things, applicable regulations of these agencies prescribe requirements and establish standards for product quality, purity and labeling. Failure to comply with one or more regulatory requirements can result in a variety of sanctions, including monetary fines.
Food and Drug Administration and other government agencies. Among other things, applicable regulations of these agencies prescribe requirements and establish standards for product quality, purity and labeling. Failure to comply with one or more regulatory requirements can result in a variety of sanctions, including monetary fines. No material fines were imposed on us in 2025.
Our sweetener products include glucose syrups, high maltose syrups, high fructose corn syrup, caramel color, dextrose, polyols, maltodextrins, glucose and syrup solids, high-intensity sweeteners, and various non-GMO products. Starches are an important component in a wide range of processed foods, where food companies use them for adhesion, clouding, dusting, expansion, fat replacement, freshness, gelling, glazing, mouthfeel, stabilization and texture.
Our sweetener products include glucose syrups, high maltose syrups, high fructose corn syrup, caramel color, dextrose, polyols, maltodextrins, glucose and syrup solids, high-intensity sweeteners, and various non-GMO products. Starches are an important component in a wide range of processed foods and non-food applications.
We currently expect that we will invest approximately $66 million for environmental facilities and programs in 2025. 10 Table of Contents Based on current laws and regulations and their enforcement and interpretation, we do not expect that the costs of future environmental compliance will be a material expense, although there can be no assurance that we will remain in compliance or that the costs of remaining in compliance will not have a material adverse effect on our future financial condition and results of operations.
Based on current laws and regulations and their enforcement and interpretation, we do not expect that the costs of future environmental compliance will be a material expense, although there can be no assurance that we will remain in compliance with those laws and regulations or that the costs of remaining in compliance will not have a material adverse effect on our future financial condition and results of operations. 9 Table of Contents Additional Information Our website address is www.ingredion.com and our investor website is ir.ingredionincorporated.com.
At the end of 2024, we decided to cease the manufacturing operations at our manufacturing facility in Vanscoy, Canada. Operations In Operations, we leverage the power of our Ingredion Performance System to seek to deliver consistent, sustainable improvement through five pillars – people, reliability, quality, management and safety.
Operations Through our operations, we seek to leverage the power of our Ingredion Performance System to deliver consistent, sustainable improvement through five pillars—people, reliability, quality, management and safety. For each of these pillars, we assign leadership to corporate, segment and manufacturing facility levels.
Although most of our Mexico and Colombia operations use corn raw material inputs that they import from the U.S., our other South American operations procure their corn and other raw inputs from local producers in South America.
F&II–LATAM’s facilities typically manufacture liquid or dry products that require minimal modification and are usually shipped by truck to local markets. Although most of our Mexico and Colombia operations use corn raw material inputs that they import from the U.S., our other South American operations procure their corn and other raw inputs from local producers in South America.
F&II - U.S./Canada’s customers include global brands that generally tend to source ingredients locally. The starch and sweetener industry in the U.S. and Canada is highly competitive, and competition within these markets is largely based on product functionality, price and quality. F&II - U.S./Canada’s competitors include, among others, ADM, Cargill, and Primient.
The starch and sweetener industry in the U.S. and Canada is highly competitive, and competition within these markets is largely based on product functionality, price and quality. F&II–U.S./Canada’s competitors include, among others, ADM, Cargill, and Primient. F&II–U.S./Canada’s customer sales contracts are typically one year in length or shorter, although one-third of sales are multi-year, fee-based contracts.
We develop, produce and sell a variety of food and beverage ingredients, primarily starches and sweeteners, for a broad range of customers in over 60 industries worldwide. Products Our innovative ingredient solutions help customers stay on trend with consumer-friendly, in-demand ingredients. Ingredion derives most of our products by processing corn and other starch-based materials, such as tapioca, potato and rice.
Our purpose is to bring the potential of people, nature and technology together to make life better. We develop, produce and sell a variety of food and beverage ingredients, primarily starches and sweeteners, for a broad range of customers in over 60 industries worldwide. Products Our innovative ingredient solutions help customers stay on trend with consumer-friendly, in-demand ingredients.
Due to the competitive nature of our industry and the availability of substitute products, end-product prices in any period may not fluctuate in tandem with raw material costs of corn or other input costs during that period.
Due to the competitive nature of our industry and the availability of substitute products, we may sell our products at prices that may differ from the raw material costs of corn, stevia leaf, or other input costs we incur.
Product applications include food production, brewing, beverages, paper manufacturing, textiles, adhesives, pharmaceuticals and cosmetics. F&II - LATAM has a significant presence in the brewing industry in Latin America, which uses high maltose corn syrup and starches in its brewing products, unlike the U.S. and Canada.
F&II–LATAM has a significant presence in the brewing industry in Latin America, which uses high maltose corn syrup and starches in its brewing products, unlike brewing enterprises in the U.S. and Canada. F&II–LATAM’s customers for food and industrial ingredients, including global brands, source raw materials locally in the Latin America region.
Texture & Healthful Solutions T&HS focuses on providing global customers with a wide array of innovative ingredient solutions that maintain or enhance texture and deliver healthful product attributes for global and regional customers. T&HS product categories are primarily comprised of modified and native starches, clean-label texturizers, hydrocolloids, and customized formulations.
In addition, operating segments that are not individually or collectively reportable segments are grouped and identified as “All Other.” Texture & Healthful Solutions T&HS focuses on providing global customers with a wide array of innovative ingredient solutions that maintain or enhance texture and deliver healthful product attributes for global and regional customers.
In addition, T&HS utilizes a network of tolling manufacturers to produce certain ingredients, which T&HS completes through its finishing channels. 6 Table of Contents Food & Industrial Ingredients - Latin America F&II - LATAM consists of ten manufacturing facilities in Mexico and South America that convert primarily corn, but also some tapioca and sugar, into starches, sweeteners and co-products for the local needs of food and industrial markets in Latin America.
Food & Industrial Ingredients – LATAM F&II–LATAM consists of nine manufacturing facilities in Mexico and South America that convert primarily corn, but also some tapioca and sugar, into starches, sweeteners and co-products for the local needs of food and industrial markets in Latin America. Product applications include food production, brewing, beverages, paper manufacturing, textiles, adhesives, pharmaceuticals and cosmetics.
Our operations in the U.S. source corn produced in the U.S., and our subsidiaries outside the U.S. utilize both supplies of corn from their local regions, as well as corn the subsidiaries import from other geographic areas, including the U.S. We generally expect the supply of corn for our subsidiaries to be adequate for our needs.
Corn is grown in many areas of the world, including the U.S., Canada, Mexico, Brazil, Argentina, Europe, South Africa and Pakistan. Our operations in the U.S. source corn produced in the U.S. Our subsidiaries outside the U.S. utilize supplies of corn from their local regions, as well as corn imported from other geographic areas, including the U.S.
These include both firm- and fee-based contracts, with multi-year, one-year, or shorter terms, depending on market dynamics, customer preferences and our considerations of input cost risks. T&HS has a global manufacturing footprint with 23 manufacturing facilities in the U.S., Canada, Asia-Pacific and Europe, which produce ingredients based on raw materials that include corn, potato, tapioca, fruit, rice, and tree extracts.
T&HS has a global manufacturing footprint with 20 manufacturing facilities in the U.S., Canada, Asia-Pacific and Europe, which produce ingredients based on raw materials that include corn, potato, tapioca, fruit, rice, and tree extracts. In addition, T&HS utilizes a network of tolling manufacturers to produce certain ingredients, which T&HS completes through its finishing channels.
Approximately 33 percent of our U.S. and Canadian employees are members of labor unions. We have no collective bargaining agreements in the U.S. or Canada that will expire in 2025.
Approximately 33 percent of our U.S. and Canadian employees are members of labor unions.
The approximate number of employees by reportable segment and All Other as of December 31, 2024 is as follows: Approximate Number of Employees Texture & Healthful Solutions 3,000 Food & Industrial Ingredients - LATAM 4,000 Food & Industrial Ingredients - U.S./Canada 1,200 All Other (i) 3,000 Total Ingredion 11,200 (i) All Other includes corporate employees.
We have collective bargaining agreements that expire in 2026 for approximately 160 total employees working in our manufacturing plants in Cedar Rapids, Iowa; Mapleton, Illinois; and London, Ontario. 8 Table of Contents The approximate number of employees by reportable segment and All Other as of December 31, 2025 was as follows: Approximate Number of Employees Texture & Healthful Solutions 3,200 Food & Industrial Ingredients–LATAM 3,900 Food & Industrial Ingredients–U.S./Canada 1,300 All Other (i) 2,800 Total Ingredion 11,200 (i) All Other includes corporate employees.
Michael O’Riordan 55 Senior Vice President, Texture & Healthful Solutions, EMEA and Asia-Pacific, as of January 2024. Board Chairman, Rafhan Maize Ltd., a Company affiliate in Pakistan since March 2023. Regional President, EMEA, from October 2020 to December 2023. Global Vice President, Marketing and Springboards, from July 2016 to September 2020.
Michael O’Riordan 56 Senior Vice President, Texture & Healthful Solutions, EMEA and Asia-Pacific, since January 2024, and Board Chairman, Rafhan Maize Ltd., an Ingredion affiliate in Pakistan, since March 2023. Before 2024, Regional President, EMEA. Rob Ritchie 56 Senior Vice President, Food & Industrial Ingredients, LATAM and U.S./Canada, since January 2024.
Eric Seip 57 Senior Vice President, Global Operations and Chief Supply Chain Officer since joining Ingredion in January 2021. Senior Vice President, Global Supply Chain at ChampionX Holding Inc. (formerly Ecolab), an oil and gas equipment and services company, from January 2020 to January 2021.
Senior Vice President, Food & Industrial Ingredients, Americas, from May 2023 to December 2023. Before that, Regional President, Mexico, U.S./Canada Sweetener Solutions, Industrial Solutions and Kerr Concentrates. Eric Seip 58 Senior Vice President, Global Operations and Chief Supply Chain Officer since joining Ingredion in January 2021. Before that, Senior Vice President, Global Supply Chain at ChampionX Holding Inc.
T&HS faces competition globally from Archer-Daniels-Midland Company (“ADM”), Tate & Lyle, Cargill, and Roquette. Smaller, local corn, potato, and tapioca processors also operate in some of our markets, targeting other customer needs. T&HS’s customer contracts vary according to each customer’s circumstances and primary location.
Smaller, local corn, potato, and tapioca processors also operate in some of our markets, targeting other customer needs. T&HS’s customer contracts vary according to each customer’s circumstances and primary location. These include both firm- and fee-based contracts, with multi-year, one-year, or shorter terms, depending on market dynamics, customer preferences and our considerations of input cost risks.
Zallie 63 President and Chief Executive Officer since January 2018. Executive Vice President, Global Specialties and President, Americas from January 2016 to December 2017. Director of Sylvamo Corporation, a global producer of uncoated papers. James D. Gray 58 Executive Vice President and Chief Financial Officer since March 2017. Davida M.
Zallie 64 Chairman, President and Chief Executive Officer since January 2018 (appointed chairman in February 2026). Director of Sylvamo Corporation, a global producer of uncoated papers. Larry Fernandes 61 Senior Vice President and Chief Commercial and Sustainability Officer since July 2018. Davida M. Gable 59 Vice President, Corporate Controller since joining Ingredion in October 2021.
Removed
Our purpose is to bring the potential of people, nature and technology together to make life better. We aspire to be recognized as the go-to provider for texture and healthful solutions that make healthy taste better.
Added
T&HS product categories are primarily comprised of modified and native starches, clean-label texturizers, hydrocolloids, and customized formulations.
Removed
F&II - LATAM’s customers for food and industrial ingredients, including global brands, source raw materials locally in the Latin America region. F&II - LATAM’s facilities typically manufacture liquid or dry products that require minimal modification and are usually shipped by truck to local markets.
Added
In September 2025, we entered into a definitive agreement, which is subject to certain conditions and approvals, to sell a 51 percent ownership interest in the Pakistan business. We amended the agreement in December 2025 to grant Nishat Group an option to purchase additional shares for commensurate consideration per share. We sold our South Korea business on February 1, 2024.
Removed
F&II - U.S./Canada’s customer sales contracts are typically one year in length or shorter; however, one-third of sales are multi-year, fee-based contracts.
Added
On November 17, 2025, we entered into a lease for a new Global Innovation headquarters facility to be constructed in Bridgewater, New Jersey, which we expect will be ready for our use in the first half of 2028.
Removed
The sale of our South Korea business occurred on February 1, 2024. Our Sugar Reduction business includes our 98 percent ownership of PureCircle Limited (“PureCircle”) and other sweeteners that provide affordable and natural, reduced sugar and sugar-free solutions for our customers.
Added
Before that, Head of Global Accounting and External Reporting at Wayfair Inc., an e-commerce company. James D. Gray 59 Executive Vice President and Chief Financial Officer since March 2017. Tanya Jaeger de Foras 55 Senior Vice President, Chief Legal Officer, Corporate Secretary and Chief Compliance Officer since joining Ingredion in November 2021.
Removed
Sugar Reduction solutions provide sweetness or functional replacement for sugar in reduced-calorie and sugar-free foods and beverages without sacrificing quality and consistency. 7 Table of Contents Our Protein Fortification business produces specialty pulse-based protein ingredients made from yellow peas, which add protein, dietary fiber, micronutrients and texture to food and beverages.
Added
Before that, Deputy General Counsel at Whirlpool Corporation, a global home appliance manufacturer. Patrick I. Kalotis 52 Executive Vice President, Global Texture & Healthful Solutions since joining Ingredion in December 2025.
Removed
In addition to corn, potatoes, and tapioca, we use pulses, gums, rice, stevia, yellow peas and sugar as raw materials, among others. Corn is grown in many areas of the world, including the U.S., Canada, Mexico, Brazil, Argentina, Europe, South Africa and Pakistan.
Added
Chief Executive Officer of Tissues International North America at APP Group, a pulp and paper manufacturer, from August 2024 to November 2025, and positions of increasing responsibilities at beverage companies Tropicana Brands Group from January 2022 to July 2024 and PepsiCo before that. Michael J.
Removed
Additional Information Our website address is www.ingredion.com and our investor website is ir.ingredionincorporated.com.
Removed
Gable 58 Vice President, Corporate Controller since joining Ingredion in October 2021. Head of Global Accounting and External Reporting at Wayfair Inc., an e-commerce company, from August 2020 to September 2021, and Assistant Controller at AK Steel Holdings Corporation, an integrated steel manufacturer, from May 2013 to July 2020.
Removed
Valdirene Evans 57 Senior Vice President and President, Global Texture Solutions as of January 2024. Senior Vice President and President, Asia-Pacific and Global Head of Pharma, Home and Beauty from October 2020 to December 2023. Senior Vice President and President, Asia-Pacific from March 2018 to September 2020.
Removed
Larry Fernandes 60 Senior Vice President and Chief Commercial and Sustainability Officer since July 2018. Tanya Jaeger de Foras 54 Senior Vice President, Chief Legal Officer, Corporate Secretary and Chief Compliance Officer since joining Ingredion in November 2021. Deputy General Counsel and Chief Compliance Officer for Whirlpool Corporation, a global home appliance manufacturer, from September 2019 to September 2021.
Removed
Rob Ritchie 55 Senior Vice President, Food & Industrial Ingredients, LATAM and U.S./Canada, as of January 2024. Senior Vice President, Food & Industrial Ingredients, Americas, from May 2023 to December 2023. Regional President, Mexico, U.S./Canada Sweetener Solutions, Industrial Solutions and Kerr Concentrates from January 2021 to April 2023. President and General Director, Mexico, from March 2018 to December 2020.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

74 edited+37 added−6 removed65 unchanged
Biggest changeIf the results of such assessments were to show that the fair value of these assets were less than the carrying values, we could be required to recognize a charge for impairment of goodwill or long-lived assets, which could be material. 18 Table of Contents The future occurrence of a potential indicator of impairment, such as a significant adverse change in the business climate that would require a change in our assumptions or strategic decisions made in response to economic or competitive conditions, could require us to perform an assessment prior to the next required assessment date of July 1, 2025.
Biggest changeThe future occurrence of a potential indicator of impairment, such as a significant adverse change in the business climate that would require a change in our assumptions or strategic decisions made in response to economic or competitive conditions, could require us to perform an assessment prior to the next required assessment date for our indefinite-lived assets and goodwill of July 1, 2026.
Because we ship products worldwide, our business in the past and has been, and in future periods could be, adversely affected by fluctuations in freight and logistics costs, tariffs, duties, and disruptions in supply channels between parties and locations that include our suppliers, production and storage facilities, tolling and packaging partners, distributors and customers.
Because we ship products worldwide, our business in the past has been, and in future periods could be, adversely affected by fluctuations in freight and logistics costs, tariffs, duties, and disruptions in supply channels between parties and locations that include our suppliers, production and storage facilities, tolling and packaging partners, distributors and customers.
The outcome of such legal matters, including failure to comply with applicable laws and regulations, workplace and labor matters, asbestos related claims, environmental proceedings, product liability, tort, and commercial claims, may differ from our expectations because the outcomes of such legal matters may be difficult to predict with certainty.
The outcome of such legal matters, including failure to comply with applicable laws and regulations, workplace and labor matters, asbestos related claims, environmental proceedings, and product liability, tort, and commercial claims, may differ from our expectations because the outcomes of such legal matters may be difficult to predict with certainty.
These conditions include, among others, changes in a country’s or region’s economic or political conditions, modification or termination of trade agreements or treaties promoting free trade, creation of new trade agreements or treaties, trade regulations affecting production, pricing and marketing of products, tariffs, duties, local labor conditions and regulations, including regulations regarding child labor, reduced protection of intellectual property rights, changes in the regulatory or legal environment, restrictions on currency exchange activities, currency exchange rate fluctuations, burdensome taxes, tariffs and duties, and other trade disputes or trade barriers.
These conditions include, among others, changes in a country’s or region’s economic or political conditions, modification or termination of trade agreements or treaties promoting free trade, creation of new trade agreements or treaties, trade regulations affecting production, pricing and marketing of products, local labor conditions and regulations, including regulations regarding child labor, reduced protection of intellectual property rights, changes in the regulatory or legal environment, restrictions on currency exchange activities, currency exchange rate fluctuations, burdensome taxes, tariffs and duties, and other trade disputes or trade barriers.
However, these security assessments and audits may not identify or appropriately categorize relevant risks or protect our computer networks against security intrusions.
These security assessments and audits, however, may not identify or appropriately categorize relevant risks or protect our computer networks against security intrusions.
Although we require our third-party vendors contractually to maintain a level of security that is acceptable to us and work closely with key vendors to address potential and actual security concerns and attacks, all confidential, proprietary, or personal information may not be protected on their systems.
Although we require our third-party vendors contractually to maintain a level of security that is acceptable to us and work closely with key vendors to address potential and actual security concerns and attacks, not all confidential, proprietary, or personal information may be protected on their systems.
Risks to our business include impacts from labor strikes or weather-related events that affect transportation by rail, air, shipping or ground. The market prices for our raw materials, supply chain freight and logistics, and energy may vary considerably depending on supply and demand, global economic conditions, trade agreements and tariffs, duties and other factors.
Risks to our business include impacts from labor strikes or weather-related events that affect transportation by rail, air, shipping or ground. The market prices for our raw materials, supply chain freight and logistics, and energy may vary considerably depending on supply and demand, global economic conditions, trade policies and agreements, tariffs, duties and other factors.
These interactions include, among others, ordering and managing materials from suppliers, risk management activities, converting raw materials to finished products, inventory management, shipping products to customers, processing transactions, summarizing and reporting results of operations, human resources benefits and payroll management, complying with regulatory, legal and tax requirements, and other processes necessary to manage our business.
These interactions include, among others, ordering and managing materials from suppliers, risk management activities, converting raw materials to finished products, inventory management, shipping products to customers, processing transactions, summarizing and reporting results of operations, administering human resources benefits and payroll management, complying with regulatory, legal and tax requirements, and other processes necessary to manage our business.
Various factors and developments could lead us to change current estimates of liabilities and related insurance receivables, where applicable, or permit us to make such estimates for matters previously not susceptible to reasonable estimates, such as a significant judicial ruling or judgment, a significant settlement, or unfavorable development could result in material charges.
Various factors and developments could lead us to change current estimates of liabilities and related insurance receivables, where applicable, or permit us to make such estimates for matters previously not susceptible to reasonable estimates, such as a significant judicial ruling or judgment, a significant settlement, or unfavorable development, any of which could result in material charges.
These economic developments could negatively affect our operations through reduced consumer demand for our products, pressure to extend our customers’ payment terms, insolvency of our customers and increased provisions for credit losses, product order delays or cancellations, less attractive supplier finance terms and conditions, and counterparty failures.
These economic developments could negatively affect our operations through reduced consumer demand for our products, pressure to extend our customers’ payment terms, insolvency of our customers and increased provisions for credit losses, product order delays or cancellations, less advantageous supplier finance terms and conditions, and counterparty failures.
As a result, we face operating, financial, legal and other risks relating to these investments, including risks related to the financial strength of our joint venture partners or their willingness to provide adequate funding for the joint venture, differences in objectives between us and our partners, legal and compliance risks relating to actions or omissions of the joint venture or our partners, and the risk that we will be unable to resolve disputes with the joint venture partners.
As a result, we face operating, financial, legal and other risks relating to these investments, including risks related to the financial strength of our joint venture partners or their willingness to provide adequate funding for the joint venture, differences in objectives between us and our partners, 15 Table of Contents legal and compliance risks relating to actions or omissions of the joint venture or our partners, and the risk that we will be unable to resolve disputes with the joint venture partners.
The failure to consummate proposed transactions may result in the diversion of substantial resources, including management time and cash used for transaction-related expenses, that otherwise would be available for developing our ongoing business.
The failure to consummate proposed transactions may result in the diversion of substantial resources, including management time and cash used for transaction-related expenses, which otherwise would be available for developing our ongoing business.
Extreme weather and natural disasters that occur around the globe, such as drought, wildfires, storms, changes in ocean currents and flooding, could make it more difficult and costly for us to manufacture and deliver our products to our customers, obtain raw materials from our suppliers, or perform other critical corporate functions.
Extreme weather and natural disasters that occur around the globe, such as drought, wildfires, storms, floods, and changes in ocean currents, could make it more difficult and costly for us to manufacture, store, and deliver our products to our customers, obtain raw materials from our suppliers, or perform other critical corporate functions.
Any such regulatory requirements could cause disruptions in the manufacture of our products and result in increased capital, procurement, manufacturing and distribution costs. Our reputation could be harmed if we fail, or are seen as having failed, to respond responsibly and effectively to changes in legal and regulatory measures adopted to address climate change.
Any such regulatory requirements could cause disruptions in the manufacture of our products and result in increased 14 Table of Contents capital, procurement, manufacturing and distribution costs. Our reputation could be harmed if we fail, or are seen as having failed, to respond responsibly and effectively to changes in legal and regulatory measures adopted to address climate change.
The fluctuations in the fair value of these hedging instruments may adversely affect our cash flow. We fund any unrealized losses or receive cash for any unrealized gains on futures contracts on a daily basis.
The fluctuations in the fair value of these hedging instruments may adversely affect our cash flows. We fund any unrealized losses or receive cash for any unrealized gains on futures contracts on a daily basis.
Due diligence performed before an acquisition may fail to identify a material liability or an issue that could have an adverse impact on our reputation or reduce or delay the anticipated benefits resulting from the acquisition.
Due diligence performed before a transaction may fail to identify a material liability or an issue that could have an adverse impact on our reputation or reduce or delay the anticipated benefits resulting from the transaction.
These conditions are difficult to anticipate, are beyond our control and could adversely impact our profitability by affecting the prices we pay for raw materials. 14 Table of Contents Our finished products are made primarily from corn. Purchased corn and other raw material costs generally account for between 40 percent and 60 percent of our finished product costs.
These conditions are difficult to anticipate, are beyond our control and could adversely impact our profitability by affecting the prices we pay for raw materials. Our finished products are made primarily from corn. Purchased corn and other raw material costs generally account for between 40 percent and 60 percent of our finished product costs.
Risks Related to Investment in Our Common Stock We may not continue to pay dividends, repurchase shares of our common stock, or to pay dividends or repurchase shares of our common stock at the same rate we have paid in our most recent fiscal quarters.
Risks Related to Investment in Our Common Stock We may not continue to pay dividends, repurchase shares of our common stock, or to pay dividends or repurchase shares of our common stock at the same rate as paid in our most recent fiscal quarters.
If we are unable to generate sufficient cash flows or raise sufficient additional funds to cover our capital expenditures or to finance strategic 19 Table of Contents growth opportunities, we may not be able to achieve our desired operating efficiencies and expansion plans, which may adversely impact our competitiveness and our results of operations.
If we are unable to generate sufficient cash flows or raise sufficient additional funds to cover our capital expenditures or to finance strategic growth opportunities, we may not be able to achieve our desired operating efficiencies and expansion plans, which may adversely impact our competitiveness and our results of operations.
In addition, we use external vendors to perform security assessments on a periodic basis to review and assess our information security. We utilize this information to audit 20 Table of Contents ourselves, monitor the security of our technology infrastructure, and assess whether and how to prioritize the allocation of scarce resources to protect data and systems.
In addition, we use external vendors to perform security assessments on a periodic basis to review and assess our information security. We utilize this information to audit ourselves, monitor the security of our technology infrastructure, and assess whether and how to prioritize the allocation of scarce resources to protect data and systems.
Changes in our labor markets and those of our vendors as a result of pandemics, immigration, and other socioeconomic and demographic changes have increased the competition for hiring and retaining talent.
Changes in our labor markets and those of our vendors as a result of pandemics, migration, and other socioeconomic and demographic changes have increased the competition for hiring and retaining talent.
Risks Related to Our Information Technology Systems Our information technology systems, processes and sites may suffer interruptions, security incidents, or failures that may affect our ability to conduct our business and cause significant damage to our reputation.
Our information technology systems, processes and sites may suffer interruptions, security incidents, or failures that may affect our ability to conduct our business and cause significant damage to our reputation.
Unilateral 17 Table of Contents actions affecting trade, protectionist trade measures, renegotiation of existing bilateral or multi-lateral trade agreements, the formation of new agreements or treaties with or between foreign countries, potential retaliatory actions by countries, and consequences from market uncertainty related to any of these events could adversely impact our operations, earnings and cash flows.
Unilateral actions affecting trade, protectionist trade measures, renegotiation of existing bilateral or multi-lateral trade agreements, the formation of new agreements or treaties with or between foreign countries, retaliatory actions by countries, and consequences from market uncertainty related to any of these events could adversely impact our operations, earnings and cash flows.
Any failure by us to attract, develop, retain, motivate and maintain good relationships with qualified individuals could adversely affect our business and results of operations. Our business and financial results may be adversely affected by legal and regulatory proceedings.
Any failure by us to attract, develop, retain, motivate and maintain good relationships with qualified individuals could adversely affect our business and results of operations. 16 Table of Contents Our business and financial results may be adversely affected by legal and regulatory proceedings.
Our business in the past has been adversely affected by fluctuations in our energy costs, which represented approximately 8 percent of our finished product costs in 2024 and could be negatively affected by such fluctuations in future periods. We use energy primarily to create steam required for our production processes and to dry products.
Our business in the past has been adversely affected by fluctuations in our energy costs, which represented approximately 9 percent of our finished product costs in 2025 and could be negatively affected by such fluctuations in future periods. We use energy primarily to create steam required for our production processes and to dry products.
The T&HS segment’s current potato starch requirements constitute a substantial portion of the total available supply of feedstock in the U.S. and Canada. It is possible that, in the long term, continued growth in demand for potato starch-based ingredients and new product development could result in capacity constraints.
The T&HS segment’s current potato starch requirements constitute a substantial portion of the total available supply of feedstock in the U.S. and Canada. In the long term, continued growth in demand for potato starch-based ingredients and new product development could result in capacity constraints.
Any such incidents also could subject us to government investigations or private litigation. These factors may adversely impact our operating results, financial condition, cash flows and prospects. We could also experience delays in reporting our financial results.
Any such incidents also could subject us to government investigations or private litigation. 19 Table of Contents These factors may adversely impact our operating results, financial condition, cash flows and prospects. We could also experience delays in reporting our financial results.
Risks Related to Our Financing Activities We may not have access to the funds required for future growth and expansion. We may not have access to additional funds we need to grow and expand our operations. We expect to fund our capital expenditures from our cash flows from operations if we are able.
We may not have access to the funds required for future growth and expansion. We may not have access to additional funds we need to grow and expand our operations. We expect to fund our capital expenditures from our cash flows from operations if we are able.
General business and economic conditions that could affect us include barriers to trade (including as a result of tariffs, duties and border taxes, among other factors), the strength of the economies in which we operate, unemployment, inflation and fluctuations in debt and equity markets.
General business and economic conditions that could affect us include barriers to trade (including as a result of tariffs, duties and border taxes, among other factors), the strength of the economies in which we operate, unemployment, inflation, interest rates, tighter or uneven credit conditions, and fluctuations in debt and equity markets.
In North America countries serviced by our F&II segments, we sell a large portion of our finished products derived from corn at firm prices established in supply contracts typically with a term of one year, though some may be shorter, and some may be multi-year.
In North American countries served by our F&II segments, we sell a large portion of our finished products derived from corn at firm prices established in supply contracts typically with a term of one year, though some terms may be shorter and some contracts have multi-year terms.
Furthermore, we use boilers to generate steam required in our production processes. An event that impairs the operation of a boiler for an extended period could have a significant adverse effect on the operations of any manufacturing facility in which the event occurred.
Furthermore, we use boilers to generate steam required in our production processes. An event that impairs the operation of a boiler for an extended period could have a significant adverse effect on the operations of other manufacturing facilities in addition to the facility where the event occurred.
We purchase these commodities and services based on our anticipated usage and future outlook for these costs. We may not be able to purchase these commodities and services at prices that we can adequately pass on to customers, which could have an adverse impact on our growth and profitability.
We may not be able to purchase these commodities and services at prices that we can adequately pass on to customers, which could have an adverse impact on our growth and profitability.
If the strength of the U.S. dollar continues, it could take us an extended period to fully recapture the impact of a loss of foreign currency value versus the U.S. dollar. We may hedge transactions that are denominated in a currency other than the currency of the operating unit entering into the underlying transaction.
If the value of the U.S. dollar changes versus a foreign currency, it could take us an extended period to offset the impact of any such changes. We may hedge transactions that are denominated in a currency other than the currency of the operating unit entering into the underlying transaction.
An inability to contain costs and working capital could adversely affect our future profitability, cash flows and growth. Our future profitability and growth depend on our ability to contain operating costs and per unit product costs and to maintain and implement effective cost control programs, while also maintaining competitive pricing and superior quality products, customer service and support.
Our future profitability and growth depend on our ability to contain operating costs and per unit product costs and to maintain and implement effective cost control programs, while also maintaining competitive pricing and superior quality products, customer service and support.
While currently these conditions have not impaired our ability to access credit and equity markets to finance our operations, we are subject to the risk of a further deterioration in the financial markets.
While currently these conditions have not impaired our ability to access credit and equity markets to finance our operations, we are subject to the risk of further deterioration in the financial markets, including their impacts on our suppliers, customers, and consumers.
Economic conditions may adversely impact demand for our products, reduce access to credit, affect investment returns and cause our customers and others with whom we do business to suffer financial hardship, all of which could adversely impact our business, results of operations, financial condition and cash flows.
Economic conditions may adversely impact demand for our products, reduce our access to credit, affect our investment returns and cause our customers and others with whom we do business to suffer financial hardship.
While the corn and soy futures contracts or hedging positions are intended to minimize the effect of volatility of corn costs on operating profits, the hedging activity can result in losses, some of which may be material. In addition, our hedging activities may not be fully successful in limiting the effect of volatility in the cost of corn.
Although the corn and soy futures contracts or hedging positions are intended to minimize the effect of volatility of corn costs on operating profits, the hedging activity can result in losses, some of which may be material.
Of our 2024 net sales, approximately 56 percent were generated by sales to the food industry, approximately 10 percent by sales to the beverage industry, approximately 8 percent by sales to the animal nutrition industry, and approximately 7 percent by sales to the brewing industry.
Of our 2025 net sales, approximately 58 percent were generated by sales to the food industry, approximately 9 percent by sales to the beverage industry, approximately 7 percent by sales to the animal nutrition industry, and approximately 7 percent by sales to the brewing industry.
Many of our products also compete with products made from raw materials other than corn, including cane and beet sugar. Fluctuation in prices of these competing products may affect prices of, and profits derived from, our products. In addition, government programs supporting sugar prices indirectly impact the price of corn sweeteners, especially high fructose corn syrup.
Fluctuation in prices of these competing products may affect prices of, and profits derived from, our products. In addition, government programs supporting sugar prices indirectly impact the price of corn sweeteners, especially high fructose corn syrup.
We have employees domiciled in the U.S. and in other countries who belong to labor unions. Strikes, lockouts or other work stoppages or slowdowns involving our unionized employees or attempts to organize for collective bargaining purposes among non-unionized employees, could have a material adverse effect on our business.
Strikes, lockouts or other work stoppages or slowdowns involving our unionized employees or attempts to organize for collective bargaining purposes among non-unionized employees could have a material adverse effect on our business.
Increasing concern among consumers, public health professionals and government agencies about the potential health concerns associated with obesity and inactive lifestyles represent a significant cost to some of our customers, including those engaged in the food and soft drink industries, and continue to materially affect demand for our products.
Some of our customers, including those engaged in the food and beverage industries, may incur significant costs to address increasing concern among consumers, public health professionals and government agencies about the potential health impacts associated with obesity and inactive lifestyles, which could materially affect price sensitivity and the demand for our products.
Our hedging activities may not be fully successful in limiting the adverse impacts of our currency risks . Our international operations are subject to political, economic and other risks.
Our hedging activities may not be fully successful in limiting the adverse impacts of currency movements . Our international operations are subject to political, economic and other risks. There has been and continues to be significant political instability in some countries and regions in which we operate.
The demand for food products, including agricultural products developed through biotechnology, is often affected by changes in consumer practices and tastes, national, regional and local economic conditions.
The demand for food products that contain our ingredients, including agricultural products developed through biotechnology, may be adversely affected by changes in consumer practices, preferences, price sensitivities, tastes, and national, regional and local economic conditions.
Many of our products compete with virtually identical or similar products manufactured by other companies in the food and ingredients industry. In the U.S., our competitors include divisions of larger enterprises that have greater financial resources than we do. Some of these competitors, unlike us, have vertically integrated their corn refining and other operations.
In the U.S., our competitors include divisions of larger enterprises that have greater financial resources than we do. Some of these competitors, unlike us, have vertically integrated their corn refining and other operations. Many of our products also compete with products made from raw materials other than corn, including cane and beet sugar.
Inputs to our procurement, production processes and delivery channels, such as raw material, energy, and freight and logistics, may experience price fluctuations, supply chain interruptions, tariffs, duties, and shortages that could adversely affect our results of operations.
In addition, our hedging activities may not be fully successful in limiting the effect of volatility on the cost of corn. 13 Table of Contents Inputs to our procurement, production processes and delivery channels, such as raw material, energy, and freight and logistics, may experience price fluctuations, supply chain interruptions, tariffs, duties, and shortages that could adversely affect our results of operations.
We expect to incur substantial costs to prepare these disclosures and implement internal controls for sustainability reporting. If we fail to compile, assess and report the required operating and accounting information in a timely manner and in accordance with mandatory reporting standards, we could be exposed to fines and other sanctions and sustain harm to our reputation.
If we fail to compile, assess and report the required operating and accounting information in a timely manner and in accordance with mandatory reporting standards or if public statements regarding sustainability-related matters are alleged to be misleading, we could be exposed to fines and other sanctions and sustain harm to our reputation.
Factors not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, results of operations, financial condition and cash flows.
Factors not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, results of operations, financial condition and cash flows. Risks Related to Our Business and Our Industry Changes in consumer practices, preferences, price sensitivity, behaviors, demand and perceptions may reduce the demand for our products.
Producing starches, sweeteners and other food and industrial ingredients is a capital-intensive industry. We conduct preventive maintenance and de-bottlenecking programs at our manufacturing facilities designed to maintain and improve capacity and facility reliability.
We conduct preventive maintenance and de-bottlenecking programs at our manufacturing facilities designed to maintain and improve capacity and facility reliability.
Moreover, customers may place increasing importance on purchasing products that are sustainably grown and made, requiring us to incur additional costs for increased due diligence and reporting.
Moreover, customers may place increasing importance on purchasing products that are sustainably grown and made, requiring us to incur additional costs for increased due diligence and reporting. These demands may cause us to incur additional costs or make other changes to other operations to respond to such demands, which could adversely affect our financial results.
The occurrence of any of the foregoing matters could adversely affect our operating results, financial condition, cash flows and prospects and could require us to devote significant resources to rebuild our reputation. The recognition of impairment charges on goodwill or long-lived assets could adversely impact our future financial position and results of operations.
The occurrence of any of the foregoing matters could adversely affect our operating results, financial condition, cash flows and prospects and could require us to devote significant resources to rebuild our reputation. Pandemics could have a material adverse effect on our business.
Our R&D efforts may not result in new products and services at a rate or of a quality sufficient to gain market acceptance. Increasing capabilities from generative artificial intelligence may increase the ability of competitors or customers to identify or develop new solutions that could compete with or reduce demand for our products and services.
Increasing capabilities from generative artificial intelligence may increase the ability of competitors or customers to identify or develop new solutions that could compete with or reduce demand for our products and services. If our R&D efforts lag those of our competition or do not align to customer or consumer demand, our business might be materially adversely affected.
There has been and continues to be significant political instability in some countries in which we operate, and the U.S. government has altered its approach to international trade policy, including a review of long standing North America free trade agreements, both generally and with respect to matters directly and indirectly affecting agricultural commodities such as corn, sugar and soy.
Additional uncertainties have resulted from changes in the U.S. government’s approach to international trade policy, including a review of long standing free trade agreements, both generally and with respect to matters directly and indirectly affecting agricultural commodities such as corn, sugar and soy.
In connection with our defined benefit pension plans, adverse changes in investment returns earned on pension assets and discount rates used to calculate pension and related liabilities or changes in required pension funding levels may have an unfavorable impact on future pension expenses and cash flows. 13 Table of Contents Volatile worldwide economic conditions and market instability may make it difficult for us, our customers and our suppliers to accurately forecast future product demand trends, which could cause us to produce products in excess of demand, increase our inventory carrying costs, and incur additional charges for aged, obsolete or spoiled inventory.
Volatile worldwide economic conditions and market instability may make it difficult for us, our customers and our suppliers to accurately forecast future product demand trends, which could cause us to produce products in excess of demand, increase our inventory carrying costs, and incur additional charges for aged, obsolete or spoiled inventory.
Many countries, including countries in which we have operations, have enacted or are in the process of enacting laws based on the Pillar Two proposals. Our effective tax rate and cash tax payments could increase in future years as a result of these changes.
Many countries, including countries in which we have operations, have enacted or are in the process of enacting laws based on the Pillar Two proposals.
We may not successfully identify and complete acquisitions, divestitures, or strategic alliances on favorable terms or achieve anticipated synergies relating to any acquisitions or alliances, and such transactions could result in unforeseen operating difficulties and expenditures and require significant management resources.
If we do not identify and complete acquisitions, divestitures, or strategic alliances on favorable terms or achieve anticipated synergies relating to any acquisitions or alliances, we could experience unforeseen operating difficulties, additional expenses and the diversion of significant management resources from our ongoing business.
Global climate change and legal, regulatory, or market measures to address climate change, may negatively affect our business, operating results, financial condition, cash flows and prospects. We are subject to risks associated with the long-term effects of climate change on the global economy and on our industry in particular.
We are subject to risks associated with the long-term effects of climate change on the global economy and on our industry in particular.
We have operated in foreign countries and with foreign currencies for many years, and our results are subject to foreign currency exchange fluctuations. We primarily sell products derived from world commodities.
We sell products to, purchase inputs from, and operate in foreign countries where we transact with foreign currencies, and where our results are subject to foreign currency exchange fluctuations.
Country capital controls, such as those imposed in Pakistan and Argentina, may prevent the repatriation of dividends or payments due to us from our subsidiaries in countries that impose such controls. Our profitability could be negatively impacted if we fail to maintain satisfactory labor relations.
Country capital controls, such as those imposed in Pakistan and Argentina, may prevent the repatriation of dividends or payments due to us from our investments and subsidiaries or transfer of consideration payments for divestitures, such our pending agreement to sell an interest in our Pakistan business, in countries that impose such controls.
We may be unable to find suitable acquisition candidates, purchasers for operations we may wish to sell, or appropriate partners with whom to form partnerships or strategic alliances. Even if we identify appropriate acquisition, divestiture or alliance candidates, we may be unable to complete acquisitions, divestitures or alliances on favorable terms, on time, on budget, or at all.
We may be unable to find suitable acquisition candidates, purchasers for operations we may wish to sell, or appropriate partners with whom to make investments, form partnerships, joint ventures or strategic alliances.
These demands may cause us to incur additional costs or make other changes to other operations to respond to such demands, which could adversely affect our financial results. 16 Table of Contents We are or soon will be obligated to comply with new sustainability and climate-related reporting requirements under California climate-related reporting statutes, laws of member states of the European Union implementing the EU Corporate Sustainability Reporting Directive, and other laws and regulations.
We are or will be obligated to comply with new sustainability and climate-related reporting requirements under California climate-related reporting statutes, laws of member states of the European Union implementing the EU Corporate Sustainability Reporting Directive, and other laws and regulations that continue to evolve.
Future acquisitions or divestitures could also require us to issue equity securities, incur debt, assume contingent liabilities or amortize expenses related to intangible assets, any of which could harm our business. Additionally, we participate in several joint ventures, some of which are intended to be long-term investments, in which we have limited control over governance, financial reporting, and operations.
Future acquisitions, divestitures or investments could also require us to issue equity securities, consolidate financial statements of variable interest entities, incur debt, assume contingent liabilities or amortize expenses related to intangible assets, any of which could harm our business.
In addition, we are subject to risks related to such matters as product safety and quality issues, product recalls, and customer claims, including product liability claims.
If we are unable to contain our operating costs and maintain the productivity and reliability of our production facilities, our profitability and growth could be adversely affected. In addition, we are subject to risks related to such matters as product safety and quality issues, product recalls, and customer claims, including product liability claims.
Integration of an acquired company or transitioning a divested business or operations may also require significant management resources that otherwise would be available for developing our ongoing business. Moreover, we may not realize the anticipated benefits of any acquisition, divestiture or strategic alliance and may have to record impairment charges on goodwill or other write-offs.
Moreover, we may not realize the anticipated benefits of any acquisition, divestiture, investment or strategic alliance and may have to record impairment charges on goodwill or other write-offs.
Increased interest rates could increase our borrowing costs. We continue to issue debt securities to finance capital expenditures, working capital and acquisitions, and for other general corporate purposes.
We continue to issue debt securities to finance capital expenditures, working capital and acquisitions, and for other general corporate purposes. Sustained or higher interest rates, tighter or uneven credit conditions, and capital market volatility could increase our cost of borrowing, constrain our access to liquidity, and heighten refinancing risk as debt maturities approach.
For example, from September 2022 to January 2023, we experienced a strike involving approximately 103 employees at our production facility in Cedar Rapids, Iowa, although this incident did not have a material impact on our business.
The collective bargaining agreement that we have at our Cedar Rapids, Iowa facility, which experienced a strike from September 2022 to January 2023 involving approximately 103 employees, covers approximately 120 employees and expires on August 1, 2026.
It may be difficult to preserve operating margins and maintain market share in the highly competitive environment in which we operate. We operate in a highly competitive environment. Competition in markets in which we compete is largely based on price, quality and product availability.
Competitive pressures may adversely affect our market share, revenue and profitability. We operate in a highly competitive environment. Competition in markets in which we compete is largely based on price, quality and product availability. Many of our products compete with virtually identical or similar products manufactured by other companies in the food and ingredients industry.
We regularly review potential acquisitions of complementary businesses, technologies, services, or products, as well as potential divestitures or strategic alliances. We have completed several such acquisitions and strategic alliances in recent years and the sale of our South Korea business on February 1, 2024.
We have completed several such divestitures in recent years such as the sale of our South Korea business in February 2024, for which we are still receiving consideration payments.
Our working capital requirements, including margin requirements on open positions on futures exchanges, are directly affected by the price of corn and other agricultural commodities, which may fluctuate significantly and change quickly. 15 Table of Contents Operating difficulties at our manufacturing facilities and liabilities relating to product safety and quality could adversely affect our operating results, financial condition, cash flows and prospects.
Our working capital requirements, including margin requirements on open positions on futures exchanges, are directly affected by the price of corn and other agricultural commodities, which may fluctuate significantly and change quickly. In addition, our future profitability and growth depend on our ability to achieve budgets, including completing planned maintenance and investment projects on time and on budget.
We perform an annual impairment assessment for goodwill and our indefinite-lived intangible assets and as necessary for other long-lived assets.
As of December 31, 2025, our intangible assets and goodwill, net had a combined carrying value of $1,269 million, representing approximately 16 percent of our total consolidated assets. We perform an annual impairment assessment for our indefinite-lived intangible assets and goodwill and as required for investments and other long-lived assets.
If our customers in any of these industries were to substantially decrease their purchases, our business might be materially adversely affected. Pandemics could have a material adverse effect on our business.
If our customers in any of these industries were to substantially decrease their purchases, our business might be materially adversely affected. Operating difficulties at our manufacturing facilities and liabilities relating to product safety and quality could adversely affect our business and harm our reputation. Producing starches, sweeteners and other food and industrial ingredients is a capital-intensive industry.
In particular, our operations could be adversely affected by actions taken in connection with cross-border disputes by the governments of countries in which we conduct business. Changes in our tax rates or exposure to additional income tax liabilities could impact our profitability. We are subject to income taxes in the U.S. and in foreign jurisdictions.
Such changes could increase 17 Table of Contents costs, disrupt supply chains, limit access to talent, affect demand, and reduce predictability in regulatory oversight and enforcement. Changes in our tax rates or exposure to additional income tax liabilities could impact our profitability. We are subject to income taxes in the U.S. and in foreign jurisdictions.
The occurrence of any of the foregoing matters could adversely affect our operating results, financial condition, cash flows and prospects. If we are unable to contain our operating costs and maintain the productivity and reliability of our production facilities, our profitability and growth could be adversely affected.
The occurrence of any of the foregoing matters could adversely affect our operating results, financial condition, cash flows and prospects. 12 Table of Contents Our ability to expand our business may suffer if we do not keep pace with technological developments and continue to offer innovative products, including more sustainable production methods.
For instance, changes in prevailing health or dietary preferences causing consumers to avoid food products that contain sweetener products, including high fructose corn syrup, and genetically modified products, in favor of foods that are perceived as being healthier or pose unknown risks to the environment, have negatively affected our sales and profitability.
These developments may cause consumers to avoid food or beverage products that contain added sugars, sweeteners, carbohydrates, highly-processed foods, high fructose corn syrup, or biotechnology‑derived ingredients, in favor of foods or beverages that are perceived as being “healthier” or of contributing to a “cleaner” ingredient label. These perceptions have negatively affected the demand for some of our ingredients.
Geopolitical conflicts and actions arising from them may have an adverse effect on the availability and prices of raw materials and energy supplies, cause supply chain disruptions, or contribute to volatility in foreign exchange and interest rates. Our business may be adversely affected by geopolitical conflicts, including the ongoing conflict between Russia and Ukraine, and conflict in the Middle East.
Geopolitical developments, tensions, threats or conflicts could harm our business by adversely affecting the availability and prices of raw materials and energy supplies; disrupting global markets, supply chains, and foreign exchange and interest rates, and causing changes in migration patterns.
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Risks Related to Our Business and Our Industry Changes in consumer practices, preferences, demand and perceptions, including with respect to products developed through biotechnology, may lessen the demand for our products, which could reduce our sales and profitability and harm our business.
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Consumer preferences and purchasing behaviors relating to food and beverage products continue to evolve and may be influenced by nutrition guidance, education campaigns, and public‑health initiatives.
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Our operations in Russia and Ukraine accounted for less than one half of one percent of our net sales in 2024, but these locations are in regions that provide sources of raw material and energy supplies for both us and some companies whose products we distribute.
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As a result, certain customers may reformulate products, reduce volumes, or discontinue products that incorporate certain of our ingredients, including sweeteners, starches, texturizers, and other specialty ingredients, or seek alternative ingredients from our competitors.
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Economic sanctions and export control measures imposed on Russia and designated Russian enterprises, Belarus and certain regions of Ukraine have resulted in increased volatility in the availability and prices of such raw materials and energy supplies.
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Such changes could reduce demand for our products, increase pricing pressure, require additional investment by us in reformulation and product development, influence customer procurement decisions and mix, or result in underutilization of manufacturing assets.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThese plans are intended to provide a framework and processes that allow us to take a consistent approach to cybersecurity before, during and after a cybersecurity incident. Our plans are reviewed and updated periodically. In addition, we conduct cybersecurity tabletop exercises to simulate an actual incident and increase our team’s awareness and preparedness.
Biggest changeIn general, our incident and crisis management plans are aligned with the National Institute of Standards and Technology (“NIST”) framework for cybersecurity. These plans are intended to provide a framework and processes that allow us to take a consistent approach to cybersecurity before, during and after a cybersecurity incident. Our plans are reviewed and updated periodically.
Our Senior Director, Global Information Security, who has over two decades of service at multinational companies and a federal government agency, including over two years of service at Ingredion in his current position dedicated to information technology and cybersecurity, possesses significant experience in protecting critical data and building cybersecurity-resilient organizations.
Our Senior Director, Global Information Security, who has over two decades of service at multinational companies and a federal government agency, including over three years of service at Ingredion in his current position dedicated to information technology and cybersecurity, possesses significant experience in protecting critical data and building cybersecurity-resilient organizations.
We solicit their views on information and data security protection against cyber and internal threats, reliability of systems including disaster recovery related to malware or other cyber threats, and system implementation failures, and use the responses to modify our risk mitigation strategies accordingly.
We solicit their views on information and data security protection against cyber and internal threats, reliability of systems including disaster recovery related to malware or other cyber threats, and system implementation failures, and evaluate the responses to modify our risk mitigation strategies accordingly.
In addition, we conduct an annual survey of over 150 Ingredion business leaders across multiple functions and geographic locations that asks them to evaluate the potential severity and likelihood of cybersecurity matters, among other enterprise and information technology risks.
In addition, we conduct an annual survey of over 500 Ingredion business leaders across multiple functions and geographic locations that asks them to evaluate the potential severity and likelihood of cybersecurity matters, among other enterprise and information technology risks.
ITEM 1C. CYBERSECURITY We face numerous cybersecurity risks that include cyber-based attacks and other security threats to our systems. We also could be adversely affected by cybersecurity incidents affecting our suppliers and other third-party service providers. To meet these threats, we expend what we consider to be adequate resources on cybersecurity risk management, strategy and governance.
ITEM 1C. CYBERSECURITY We face numerous cybersecurity risks that include cyber-based attacks and other security threats to our systems. We also could be adversely affected by cybersecurity incidents affecting our suppliers and other third-party service providers. To meet these threats, we expend substantial resources on cybersecurity risk management, strategy and governance.
For a discussion of cybersecurity risks affecting our business, see Item 1A - Risk Factors - Risks Related to Our Information Technology Systems. 22 Table of Contents
For a discussion of cybersecurity risks affecting our business, see Item 1A., Risk Factors—Risks Related to Our Information Technology Systems, Processes and Sites . 22 Table of Contents
On a regular basis, the Audit Committee considers management’s reports on significant changes to our cybersecurity strategy, as well as risk mitigation and remediation efforts being undertaken with respect to cybersecurity incidents and under the program generally.
On a regular basis, the Audit Committee considers management’s reports on significant changes to our cybersecurity strategy, as well as risk mitigation and remediation efforts being undertaken with respect to cybersecurity incidents and under the program generally. The Audit Committee regularly reports to the Board of Directors on its activities with respect to cybersecurity matters.
Based upon these activities, we maintain a risk register to track identified vulnerabilities and associated mitigation plans. We also regularly conduct security awareness training and phishing exercises for our employees around the world to help them identify and report suspicious activity.
In addition, we conduct cybersecurity tabletop exercises to simulate an actual incident and increase our team’s awareness and preparedness. Based upon these activities, we maintain a risk register to track identified vulnerabilities and associated mitigation plans. We also regularly conduct security awareness training and phishing exercises for our employees around the world to help them identify and report suspicious activity.
The Board of Directors, directly and through its Audit Committee, oversees our cybersecurity risk management by reviewing material cybersecurity trends, potential risks and strategic priorities, and by monitoring progress made towards those priorities. The Audit Committee is responsible under its charter for reviewing with our management the processes management has implemented to monitor and mitigate cybersecurity risk exposures.
The Board of Directors, directly and through its Audit Committee, oversees our cybersecurity risk management by reviewing material cybersecurity trends, potential risks and strategic priorities, and by monitoring progress towards those 20 Table of Contents priorities.
He holds a bachelor’s degree in telecommunications management and a master’s degree in cybersecurity, as well as a current Certified Information Systems Security Professional (“CISSP”) certification. To date, cybersecurity breaches have not materially affected us.
He holds a bachelor’s degree in telecommunications management and a master’s degree in cybersecurity, as well as a current Certified Information Systems Security Professional (“CISSP”) certification. 21 Table of Contents While we regularly face attempted cyber intrusions, no cybersecurity intrusions have materially affected our operations to date.
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The Audit Committee regularly reports to the Board of Directors on its activities with respect to cybersecurity matters. 21 Table of Contents In general, our incident and crisis management plans are aligned with the National Institute of Standards and Technology (“NIST”) framework for cybersecurity.
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The Audit Committee is responsible under its charter for reviewing with our management the processes management has implemented to monitor and mitigate cybersecurity risk exposures.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeOwned We have announced the closure of or our intent to close our facilities in Goole, Alcantara and Vanscoy. We believe our manufacturing facilities are sufficient to meet our current production commitments, and we conduct preventive maintenance and de-bottlenecking programs designed to improve grind capacity and facility reliability.
Biggest changeWe believe our manufacturing facilities are sufficient to meet our current production commitments, and we conduct preventive maintenance and de-bottlenecking programs designed to improve grind capacity and facility reliability. Furthermore, we intend to continue capital investments to support updates, modifications, improvements and efficient operations of our facilities for the foreseeable future.
Owned Food & Industrial Ingredients - LATAM Alcantara, Brazil Owned Balsa Nova, Brazil Owned Cabo, Brazil Owned Mogi-Guacu, Brazil Owned Barranquilla, Colombia Owned Cali, Colombia Owned San Juan del Rio, Queretaro, Mexico Owned Guadalajara, Jalisco, Mexico Owned Mexico City, CDMX, Mexico Owned Lima, Peru Owned Food & Industrial Ingredients - U.S./Canada Cardinal, Ontario, Canada Owned London, Ontario, Canada Owned Bedford Park, Illinois, U.S.
Owned Food & Industrial Ingredients–LATAM Balsa Nova, Brazil Owned Cabo, Brazil Owned Mogi-Guacu, Brazil Owned Barranquilla, Colombia Owned Cali, Colombia Owned San Juan del Rio, Queretaro, Mexico Owned Guadalajara, Jalisco, Mexico Owned Mexico City, CDMX, Mexico Owned Lima, Peru Owned Food & Industrial Ingredients–U.S./Canada Cardinal, Ontario, Canada Owned London, Ontario, Canada Owned Bedford Park (Chicago), Illinois, U.S.
Owned Mapleton, Illinois, U.S. Owned Cedar Rapids, Iowa, U.S. Owned Winston-Salem, North Carolina, U.S. Owned All Other Vanscoy, Saskatchewan, Canada Owned Ganzhou, China Owned Enstek, Malaysia Owned Cornwala, Jaranwala, Pakistan Owned Mehran, Jamshoro, Pakistan Owned Rakh Canal, Faisalabad, Pakistan Owned South Sioux City, Nebraska, U.S.
Owned Mapleton, Illinois, U.S. Owned Cedar Rapids, Iowa, U.S. Owned Winston-Salem, North Carolina, U.S. Owned All Other Ganzhou, China Owned Enstek, Malaysia Owned Cornwala, Jaranwala, Pakistan Owned Mehran, Jamshoro, Pakistan Owned Rakh Canal, Faisalabad, Pakistan Owned South Sioux City, Nebraska, U.S.
Leased Idaho Falls, Idaho, U.S. Owned Indianapolis, Indiana, U.S. Owned Fort Fairfield, Maine, U.S. Owned Belcamp, Maryland, U.S. Owned North Kansas City, Missouri, U.S. Owned Salem, Oregon, U.S. Owned Charleston, South Carolina, U.S. Owned Richland, Washington, U.S. Owned Moses Lake, Washington, U.S. Owned Plover, Wisconsin, U.S.
Owned Indianapolis, Indiana, U.S. Owned Fort Fairfield, Maine, U.S. Owned Belcamp, Maryland, U.S. Owned North Kansas City, Missouri, U.S. Owned Salem, Oregon, U.S. Owned Charleston, South Carolina, U.S. Owned Richland, Washington, U.S. Owned Moses Lake, Washington, U.S. Owned Plover, Wisconsin, U.S.
As of February 20, 2025, our three reportable business segments and All Other include the following 46 manufacturing facilities: Texture & Healthful Solutions Shandong Province North, China Owned Shandong Province South, China Owned Shanghai, China Owned Hamburg, Germany Owned Wesenberg, Germany Owned Ahmedabad, Gujarat, India Owned Malegaon, Nashik, Maharashtra, India Owned Ban Kao Dien, Thailand Owned Kalasin, Thailand Owned Sikhiu, Thailand Owned Banglen, Thailand Leased Goole, United Kingdom Partially Leased Oxnard, California, U.S.
As of February 17, 2026, our three reportable business segments and All Other include the following 41 active manufacturing facilities: Texture & Healthful Solutions Shandong Province, China Owned Shanghai, China Owned Hamburg, Germany Owned Wesenberg, Germany Owned Ahmedabad, Gujarat, India Owned Malegaon, Nashik, Maharashtra, India Owned Ban Kao Dien, Thailand Owned Kalasin, Thailand Owned Sikhiu, Thailand Owned Banglen, Thailand Leased Idaho Falls, Idaho, U.S.
ITEM 2. PROPERTIES We owned or leased, directly and through our consolidated subsidiaries, 46 manufacturing facilities. In addition, we lease our corporate headquarters in Westchester, Illinois; our R&D facility in Bridgewater, New Jersey; and shared service centers in Tulsa, Oklahoma; Guadalajara, Mexico; and Kuala Lumpur, Malaysia.
ITEM 2. PROPERTIES We own or lease, directly and through our consolidated subsidiaries, 41 active manufacturing facilities. In addition, we lease our corporate headquarters in Westchester, Illinois; our Idea Labs® headquarters in Bridgewater, New Jersey and White Marsh, Maryland; and shared service centers in Tulsa, Oklahoma; Guadalajara, Mexico; and Kuala Lumpur, Malaysia.
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Furthermore, we intend to continue capital investments to support updates, modifications, improvements and efficient operations of our facilities for the foreseeable future. 23 Table of Contents
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Owned As of December 31, 2025, we owned our Alcantara facility, which we closed in 2026 and expect to sell in 2027. Additionally, in September 2025, we entered into a definitive agreement to sell a minimum of our 51 percent ownership interest in the Pakistan business, which is subject to certain conditions and approvals.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeOn February 8, 2023, the Illinois EPA issued to us a Notice of Violation with respect to the matter addressed in our report. Violations of the Illinois environmental statute could result in the imposition of civil or criminal monetary penalties. We are engaged in discussions with the Illinois EPA regarding this matter.
Biggest changeOn February 8, 2023, the Illinois EPA issued us a Notice of Violation with respect to the matter addressed in our report. Violations of the Illinois environmental statute could result in 23 Table of Contents the imposition of civil or criminal monetary penalties. We are engaged in discussions with the Illinois EPA regarding this matter.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIssuer Purchases of Equity Securities: The following provides information about our stock repurchase program during the fourth quarter of 2024: (shares in thousands) Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares That May Yet be Purchased Under the 2022 Stock Repurchase Program October 1 – October 31, 2024 — — — 4,238 November 1 – November 30, 2024 271 144.93 271 3,967 December 1 – December 31, 2024 620 143.30 620 3,347 Total 891 143.83 891 On September 26, 2022, the Board of Directors approved a stock repurchase program authorizing us to purchase up to 6.0 million shares of our outstanding common stock until December 31, 2025.
Biggest changeIssuer Purchases of Equity Securities: The following provides information about our stock repurchases during the fourth quarter of 2025: (shares in thousands) Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares That May Yet be Purchased Under Publicly Announced Plans or Programs October 1 – October 31, 2025 226 $120.54 226 2,085 November 1 – November 30, 2025 240 107.70 240 7,760 December 1 – December 31, 2025 330 109.99 330 7,430 Total 796 110.82 796 All repurchases during the fourth quarter of 2025 were made in open market transactions.
The amount and timing of the dividend payment, if any, is based on a number of factors, including our future estimated earnings, financial position and cash flow. The payment of a dividend, as well as the amount of any dividend, is solely at the discretion of our Board of Directors.
The amount and timing of the dividend payment, if any, is based on a number of factors, including our future estimated earnings, financial position and cash flows. The payment of a dividend, as well as the amount of any dividend, is solely at the discretion of our Board of Directors.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information: Our common stock is listed on the New York Stock Exchange under the symbol “INGR.” Holders: On February 14, 2025, there were 2,801 holders of record of our common stock. Dividends: We have a history of paying quarterly cash dividends.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information: Our common stock is listed and traded on the New York Stock Exchange under the symbol “INGR.” Holders: On February 12, 2026, there were 2,623 holders of record of our common stock. Dividends: We have a history of paying quarterly cash dividends.
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At December 31, 2024, we had 3.3 million shares available for repurchase under the program. ITEM 6. [RESERVED] Not applicable. 25 Table of Contents
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On November 3, 2025, the Board of Directors approved termination of our existing stock repurchase program and approved a new stock repurchase program authorizing us to purchase up to 8.0 million shares of our outstanding common stock during the period from November 4, 2025 through December 31, 2028.
Added
Repurchases under the program may be made by us from time to time in the open market, in privately negotiated transactions or otherwise, at prices we deem appropriate. ITEM 6. [RESERVED] Not applicable. 25 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeWe used $765 million of cash for financing activities in 2024 compared to cash used for financing activities of $569 million in 2023. The difference includes a net $264 million reduction of our commercial paper borrowings during 2024. Cash used for financing activities also includes cash dividends that we pay to our common stockholders of record on a quarterly basis.
Biggest changeCash used for financing activities also includes cash dividends that we pay to our common stockholders of record on a quarterly basis, including those to non-controlling interests, which were $211 million during 2025 and $210 million during 2024.
While we identify the impacts of divestitures, acquisitions and investments, including investments in joint ventures that we account for as equity method investments, on our results, our discussion below also addresses results of operations excluding those impacts, where appropriate, to provide a more comparable and meaningful analysis.
While we identify the impacts on our results of divestitures, acquisitions and investments, including investments in joint ventures that we account for as equity method investments, our discussion below also addresses results of operations excluding those impacts, where appropriate, to provide a more comparable and meaningful analysis.
As of December 31, 2024, we were in compliance with these financial covenants. Our commercial paper program allows us to issue senior unsecured notes of short maturities up to a maximum aggregate principal amount of $1.0 billion outstanding at any time. The notes may be sold from time to time on customary terms in the U.S. commercial paper market.
As of December 31, 2025, we were in compliance with these financial covenants. Our commercial paper program allows us to issue senior unsecured notes of short maturities up to a maximum aggregate principal amount of $1.0 billion outstanding at any time. The notes may be sold from time to time on customary terms in the U.S. commercial paper market.
Overview We are a leading global ingredient solutions provider who transforms grains, fruits, vegetables and other plant-based materials into value-added ingredient solutions for the food, beverage, animal nutrition, brewing and industrial markets. Our innovative ingredient solutions help customers stay on trend with simple ingredients and other in-demand ingredients.
Overview We are a leading global ingredient solutions provider that transforms grains, fruits, vegetables and other plant-based materials into value-added ingredient solutions for the food, beverage, animal nutrition, brewing and industrial markets. Our innovative ingredient solutions help customers stay on trend with simple ingredients and other in-demand ingredients.
Our future cash flow needs will depend on many factors, including 28 Table of Contents our rate of revenue growth, cost of raw materials, changing working capital requirements, the timing and extent of our expansion into new markets, the timing of introductions of new products, potential or agreed acquisitions of or investments in complementary businesses and technologies, continuing market acceptance of our new products, and general economic and market conditions.
Our future cash flow needs will depend on many factors, including our rate of revenue growth, cost of raw materials, changing working capital requirements, the timing and extent of our expansion into new markets, the timing of introductions of new products, potential or agreed acquisitions of or investments in complementary businesses and technologies, continuing market acceptance of our new products, and general economic and market conditions.
For the Year Ended December 31, 2023 With Comparatives for the Year Ended December 31, 2022 A discussion of the year-over-year comparison of results for 2023 and 2022 is not included in this report and can be found in Part II, Item 7.
For the Year Ended December 31, 2024 With Comparatives for the Year Ended December 31, 2023 A discussion of the year-over-year comparison of results for 2024 and 2023 is not included in this report and can be found in Part II, Item 7.
In addition, we group operating segments that are not individually or collectively classified as a reportable segment as “All Other.” Fluctuations in foreign currency exchange rates affect the U.S. dollar amounts of our foreign subsidiaries’ net sales and expenses. For most of our foreign subsidiaries, the local foreign currency is the functional currency.
In addition, operating segments that are not individually or collectively a reportable segment are grouped and classified as “All Other.” Fluctuations in foreign currency exchange rates affect the U.S. dollar amounts of our foreign subsidiaries’ net sales and expenses. For most of our foreign subsidiaries, the local foreign currency is the functional currency.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the Consolidated Financial Statements and related notes included elsewhere in this report. This discussion contains forward-looking statements that are subject to numerous risks and uncertainties. Actual results may differ materially from those contained in any forward-looking statements. See “Forward-Looking Statements” above.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the Consolidated Financial Statements and related notes included elsewhere in this report. This discussion contains forward-looking statements that are subject to numerous risks and uncertainties. Actual results may differ materially from those expressed or implied in any forward-looking statements. See “Forward-Looking Statements” above.
The non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP. In accordance with our long-term strategy, we set certain objectives relating to these key financial performance metrics that we strive to meet.
The non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP. 29 Table of Contents In accordance with our long-term strategy, we set certain objectives relating to these key financial performance metrics that we strive to meet.
As the parent company, we guarantee certain obligations of our consolidated subsidiaries. As of December 31, 2024, our guarantees aggregated $35 million. We believe that those consolidated subsidiaries will be able to meet their financial obligations as they become due.
As the parent company, we guarantee certain obligations of our consolidated subsidiaries. As of December 31, 2025, our guarantees aggregated $39 million. We believe that those consolidated subsidiaries will be able to meet their financial obligations as they become due.
Management’s Discussion and Analysis of Financial Condition and Results of Operations in Ingredion’s annual report on Form 10-K for the fiscal year ended December 31, 2023. Liquidity and Capital Resources As of December 31, 2024, we had total available liquidity of $2.6 billion.
Management’s Discussion and Analysis of Financial Condition and Results of Operations in Ingredion’s annual report on Form 10-K for the fiscal year ended December 31, 2024. Liquidity and Capital Resources As of December 31, 2025, we had total available liquidity of $3.9 billion.
As of December 31, 2024, we had international liquidity of $1.1 billion, consisting of $449 million of cash and cash equivalents and $11 million of short-term investments held by our operations outside the U.S., as well as $622 million of unused operating lines of credit in foreign countries where we operate.
As of December 31, 2025, we had international liquidity of $2.3 billion, consisting of $389 million of cash and cash equivalents and $3 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.
Results of Operations We have operations in three reportable business segments: Texture & Healthful Solutions, Food & Industrial Ingredients - LATAM and Food & Industrial Ingredients - U.S./Canada.
Results of Operations We have three reportable business segments: Texture & Healthful Solutions (“T&HS”), Food & Industrial Ingredients–LATAM (“F&II–LATAM”) and Food & Industrial Ingredients–U.S./Canada (“F&II–U.S./Canada”).
In 2024, we used $301 million of cash for capital expenditures and mechanical stores purchases to update, expand and improve our facilities, compared to $316 million we used in 2023 for the same purposes. Capital investment commitments for 2025 are anticipated to be approximately $450 million.
In 2025, we used $433 million for capital expenditures and mechanical stores purchases to update, expand and improve our facilities, compared to $295 million in capital expenditures in 2024 for the same purposes. Capital investment commitments for 2026 are anticipated to be approximately $400 million to $440 million.
We also have presented below the most comparable financial measures calculated using components determined in accordance with GAAP. Management uses these non-GAAP financial measures internally for strategic decision-making, forecasting future results and evaluating current performance. Management believes that the non-GAAP financial measures provide a more consistent comparison of our operating results and trends for the periods presented.
Management uses these non-GAAP financial measures internally for strategic decision-making, forecasting future results and evaluating current performance. Management believes that the non-GAAP financial measures provide a more consistent comparison of our operating results and trends for the periods presented.
We may need to raise additional capital or incur indebtedness to fund our needs for less predictable strategic initiatives, such as acquisitions. Net Cash Flows Our cash provided by operating activities increased to $1,436 million in 2024 from $1,057 million in 2023.
We may need to raise additional capital or incur indebtedness to fund our needs for less predictable strategic initiatives, such as acquisitions. Net Cash Flows Our cash provided by operating activities decreased to $944 million in 2025 from $1,436 million in 2024. The decrease was primarily due to a reduction of $490 million in cash from working capital.
The principal source of our liquidity is our internally generated cash flow, which we supplement as necessary with our ability to borrow under our credit facilities and to raise funds in the capital markets.
Lease payments will be primarily based on the cost to construct the facility, which we estimate will be approximately $145 million. The principal source of our liquidity is our internally generated cash flow, which we supplement as necessary with our ability to borrow under our credit facilities and to raise funds in the capital markets.
Our operating income of $883 million for 2024 decreased by 8 percent from operating income of $957 million for 2023. The decrease in operating income was primarily due to impairment charges for the cessation of operations at our Vanscoy, Canada; Goole, United Kingdom; and Alcantara, Brazil manufacturing facilities.
Our operating income of $1,016 million for 2025 increased by 15 percent from operating income of $883 million for 2024. The results from 2024 included impairment charges for the cessation of operations at our manufacturing facilities in Vanscoy, Canada; Goole, United Kingdom; and Alcantara, Brazil.
Our revolving credit agreement, which is for an unsecured revolving credit facility in an aggregate principal amount of $1.0 billion outstanding at any time, will mature on June 30, 2026.
On August 27, 2025, we entered into a new revolving credit agreement for an unsecured revolving credit facility in an aggregate principal amount of $1.0 billion outstanding at any time, which will mature on August 27, 2030.
We believe these metrics provide valuable information to help us run our business and are useful to investors. The metrics Adjusted ROIC and Net Debt to Adjusted EBITDA include certain financial measures (Adjusted operating income, net of tax, and Adjusted EBITDA) that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”).
The metrics Adjusted ROIC and Net Debt to Adjusted EBITDA include certain financial measures (Adjusted operating income, net of tax, and Adjusted EBITDA) that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). We also have presented below the most comparable financial measures calculated using components determined in accordance with GAAP.
These impacts were partially offset by favorable tax treatment on the sale of our South Korea business. Net income attributable to non-controlling interests . Net income attributable to non-controlling interests decreased to $7 million for 2024 from $8 million for 2023. Net Income attributable to Ingredion .
These impacts were partially offset by the change in our permanent reinvestment status of a certain foreign affiliate in 2025 and the favorable tax treatment in 2024 on the sale of our South Korea business. Net income attributable to non-controlling interests . Net income attributable to non-controlling interests was flat at $7 million for both 2025 and 2024.
Operating income . F&II - LATAM operating income increased 7 percent to $483 million for 2024 from $452 million for 2023. The increase was driven by lower input costs in Mexico and Brazil. Food & Industrial Ingredients - U.S./Canada Net sales . F&II - U.S./Canada net sales decreased 8 percent to $2,155 million for 2024 from $2,335 million for 2023.
Operating income . F&II–LATAM operating income increased 2 percent to $493 million for 2025 compared to $483 million for 2024. The increase was driven by lower raw material costs and Mexico currency hedges, partially offset by lower volume demand. Food & Industrial Ingredients–U.S./Canada Net sales .
The decrease was driven by unfavorable price mix and the carry-forward of higher cost inventory from 2023, partially offset by improved volumes. Food & Industrial Ingredients - LATAM Net sales . F&II - LATAM net sales decreased 7 percent to $2,450 million for 2024 from $2,633 million for 2023. The decrease was primarily driven by lower price mix.
The increase was driven by lower raw material and input costs, as well as improved volumes, partially offset by an unfavorable price mix and higher operating expenses. Food & Industrial Ingredients–LATAM Net sales . F&II–LATAM net sales decreased 4 percent to $2,341 million for 2025 compared to $2,450 million for 2024. The decrease was primarily driven by lower volume demand.
Both 2024 and 2023 income were primarily attributable to our share of income in our Argentina joint venture. Restructuring/impairment charges. Restructuring and impairment charges increased to $127 million for 2024 from $11 million for 2023, which primarily reflected impairment charges related to the cessation of operations at our Vanscoy, Canada, Goole, United Kingdom, and Alcantara, Brazil manufacturing facilities.
Restructuring and impairment charges decreased to $21 million for 2025 compared to $127 million for 2024. The 2024 charges were primarily related to impairments due to the cessation of operations at our manufacturing facilities in Vanscoy, Canada; Goole, United Kingdom; and Alcantara, Brazil, in addition to restructuring costs from our January 1, 2024 resegmentation.
Net gain on sale of business. Net gain on sale of business was $90 million for 2024 to reflect the sale of our South Korea business. There was no such gain recorded in 2023. Provision for income taxes . Our effective income tax rates were 29.8 percent for 2024 and 22.4 percent for 2023.
Net (gain) on sale of business was $90 million for 2024 to reflect the sale of our South Korea business. There was no such gain recorded in 2025. Other non-operating expense. Other non-operating expense increased to $5 million for 2025 compared to $3 million for 2024. Provision for income taxes .
We assess whether we are achieving our profitability and value creation objectives by measuring our Adjusted Return on Invested Capital (“Adjusted ROIC”). We monitor our financial leverage by regularly reviewing our ratio of net debt to adjusted earnings before interest, taxes, depreciation and amortization (“Net Debt to Adjusted EBITDA”).
These metrics relate to our ability to drive profitability, create value for stockholders and monitor our financial leverage. We assess whether we are achieving our profitability and value creation objectives by measuring our Adjusted Return on Invested Capital (“Adjusted ROIC”).
Operating expenses as a percentage of net sales was 11 percent in 2024 and 10 percent in 2023. Other operating (income) expense, net . Other operating (income) expense, net was $1 million of income for 2024 compared to $8 million of income for 2023.
Operating expenses increased 4 percent to $815 million for 2025 compared to $782 million for 2024. The increase in operating expenses was primarily attributable to increased employee costs. Operating expenses as a percentage of net sales was 11 percent in 2025 and 2024. 26 Table of Contents Other operating (income), net .
T&HS net sales decreased 4 percent to $2,366 million for 2024 from $2,460 million for 2023. The decrease was primarily driven by unfavorable price mix and negative foreign exchange impacts, partially offset by increased volumes. Operating income . T&HS operating income decreased 11 percent to $350 million for 2024 from $394 million for 2023.
T&HS net sales increased 1 percent to $2,397 million for 2025 compared to $2,366 million for 2024. The increase was primarily driven by increased volumes for starches and clean label solutions, partially offset by lower price mix. Operating income . T&HS operating income increased 16 percent to $405 million for 2025 compared to $350 million for 2024.
The amount of commercial paper outstanding under this program in 2025 is expected to fluctuate. As of December 31, 2024, we had total debt outstanding of $1.8 billion. Our outstanding debt consists primarily of senior notes under which repayment will commence in 2026 through 2050.
We intend to use note proceeds for general corporate purposes. During 2025, there was no activity related to this program. The amount of commercial paper outstanding under this program in 2026 is expected to fluctuate. As of December 31, 2025, we had total debt outstanding of $1.8 billion.
Net income attributable to Ingredion for 2024 increased to $647 million from $643 million for 2023. The increase in net income was primarily due to reduced financing costs and gain from the sale of our South Korea business, partially offset by restructuring and impairment charges. Texture & Healthful Solutions Net sales .
Net income attributable to Ingredion. Net income attributable to Ingredion for 2025 increased to $729 million compared to $647 million for 2024. The increase in net income was primarily due to higher operating income, lower financing costs and lower taxes in 2025. Texture & Healthful Solutions Net sales .
Domestic liquidity of $1.5 billion consisted of $548 million in cash and cash equivalents and $1.0 billion available through our commercial paper program that had no outstanding borrowings as of December 31, 2024.
Domestic liquidity of $1.6 billion consisted of $641 million in cash and cash equivalents and $1.0 billion available through our commercial paper program that had no outstanding borrowings. The commercial paper program is backed by $1.0 billion of borrowing availability under a revolving credit facility that we obtained on August 27, 2025, as described below.
Accordingly, net sales and expenses denominated in the functional currencies of these subsidiaries are translated into U.S. dollars at the applicable average exchange rates for the period. Our business performed well and remained resilient throughout fiscal year 2024. Our net income and diluted earnings per share increased in fiscal year 2024 compared to fiscal year 2023.
Accordingly, net sales and expenses denominated in the functional currencies of these subsidiaries are translated into U.S. dollars at the applicable average exchange rates for the period. In 2025, Ingredion continued to optimize its global operations and lower corn costs to deliver healthy solutions to our customers.
Our gross profit margin increased to 24 percent in 2024 compared to 21 percent in 2023. The increase in gross profit margin was driven by favorable raw material and lower input costs. 26 Table of Contents Operating expenses . Operating expenses decreased 1 percent to $782 million for 2024 compared to $789 million for 2023.
Cost of sales decreased 4 percent to $5.4 billion for 2025 compared to $5.6 billion for 2024. The decrease in cost of sales was primarily due to lower raw material and input costs. As a result, our gross profit margin increased to 25 percent in 2025 compared to 24 percent in 2024. Operating expenses .
The decrease in net sales was primarily due to unfavorable price mix, including the pass through of lower corn costs, reduced net sales from the sale of our South Korea business, which closed on February 1, 2024, and foreign exchange impacts, partially offset by T&HS favorable volumes.
The increase was primarily due to an increase in volumes in our Sugar Reduction businesses and an increase in price mix in our Pakistan business, partially offset by lost volumes from the sale of our South Korea business on February 1, 2024. Operating loss .
Net income attributable to Ingredion for 2024 was $647 million, or $9.71 diluted earnings per share, which represented an increase of 1 percent from $643 million, or $9.60 diluted earnings per share, for 2023.
As a result, Net income attributable to Ingredion for 2025 was $729 million, which represented an increase of 13 percent from $647 million, a year which included a $90 million gain on the February 2024 sale of our South Korea operations. Diluted earnings per share were $11.18 for 2025, compared to $9.71 for 2024.
The decrease was primarily due to the sale of our South Korea business on February 1, 2024. Operating income (loss) . All Other operating (loss) increased to $(22) million for 2024 compared to $(2) million for 2023. The increase was primarily driven by the sale of our South Korea business.
All Other operating loss improved to a loss of $2 million for 2025 compared to a loss of $22 million for 2024. The improvement was primarily due to improvements in our Protein Fortification business partly offset by lower operating profits in our Pakistan business.
This increase in cash provided by working capital was primarily due to decreases in inventory and trade accounts receivable. Our cash used for investing activities decreased to $47 million in 2024 from $329 million in 2023, primarily due to the proceeds from the sale of our South Korea business of $255 million, partially offset by decreased capital expenditures in 2024.
Our cash used for investing activities increased to $444 million in 2025 from $47 million in 2024, which reflected proceeds from the sale of our South Korea business of $255 million in February 2024.
The increase in the effective tax rate was primarily driven by the change in value of the Mexican peso against the U.S. dollar, an unfavorable legal judgement and related reserve on transfer pricing matters, the elimination of certain tax incentives in Brazil, and a valuation allowance on investments.
The decrease in the effective tax rate was primarily driven by the change in value of the Mexican peso against the U.S. dollar in 2025, an unfavorable ruling by tax authorities that generated a multi-year tax contingency in 2024, and the impairment of an equity method investment during 2024.
Cost of sales decreased 12 percent to $5.6 billion for 2024 compared to $6.4 billion for 2023. The decrease in cost of sales primarily reflected lower corn input costs, reduced costs from the sale of our South Korea business, and were partially offset by input costs for higher volumes.
Net sales decreased 3 percent to $7.2 billion for 2025 compared to $7.4 billion for 2024. The decrease in net sales was driven by lower volume from each of the F&II segments and price mix, primarily from lower raw material costs, partially offset by T&HS favorable volumes. Cost of sales .
The increase in cash provided by operating activities was primarily due to changes in working capital, which excluded net assets and net liabilities we classified as held for sale. Cash provided by working capital increased to $417 million in 2024, as compared to cash provided by working capital of $77 million in 2023.
We used $73 million of cash in 2025 for working capital, compared to cash provided by working capital of $417 million in 2024, primarily for increases in customer receivables and inventory.
The decrease was primarily driven by lower price mix. Operating income . F&II - U.S./Canada operating income increased 25 percent to $373 million for 2024 from $298 million for 2023. The increase was primarily driven by favorable catch-up pricing under multi-year contracts.
F&II–U.S./Canada net sales decreased 7 percent to $2,013 million for 2025 compared to $2,155 million for 2024. The decrease was primarily driven by lower volumes from the beverage and food industries and lower price mix from pass through of lower corn costs. 27 Table of Contents Operating income .
Key Financial Performance Metrics We use certain key financial performance metrics to monitor our progress towards achieving our long-term strategic business objectives. These metrics relate to our ability to drive profitability, create value for stockholders and monitor our financial leverage.
During 2025, we also repurchased 1.8 million outstanding shares of our common stock in open market transactions at a net cost of $224 million. Key Financial Performance Metrics We use certain key financial performance metrics to monitor our progress towards achieving our long-term strategic business objectives.
Removed
For 2024, net sales decreased 9 percent to $7.4 billion from $8.2 billion for 2023.
Added
For 2025, net sales decreased 3 percent to $7.2 billion from 2024, which was primarily due to unfavorable price mix, including the pass through of lower corn costs, and lower volumes. For the Year Ended December 31, 2025 With Comparatives for the Year Ended December 31, 2024 Net sales .
Removed
The increase in net income and diluted earnings per share was primarily drive by the above in addition to lower financing costs, partially offset by a higher effective tax rate for 2024. For the Year Ended December 31, 2024 With Comparatives for the Year Ended December 31, 2023 Net sales .
Added
Other operating (income), net was $24 million for 2025 compared to $1 million for 2024. The increase was primarily attributable to reduced fees from the sale of our receivables, indirect tax benefits recognized in Brazil, and higher income from our equity method investments. Restructuring/impairment charges.
Removed
Net sales decreased 9 percent to $7.4 billion for 2024 compared to $8.2 billion for 2023.
Added
In 2025, we recorded impairment charges for equity investments and decommissioning costs for previously announced plant closures and restructuring activities that occurred during the year. Financing costs . Financing costs decreased 5 percent to $37 million for 2025 compared to $39 million for 2024.
Removed
The decrease in net sales was driven by lower price mix, including the pass through of lower corn costs, reduced net sales from the sale of our South Korea business, which closed on February 1, 2024, and foreign exchange impacts, partially offset by T&HS favorable volumes. Cost of sales .
Added
The decrease was primarily due to lower interest expense on lower average outstanding debt balances during 2025 in comparison to 2024, partially offset by foreign exchange losses in 2025 compared to foreign exchange gains in 2024. Net (gain) on sale of business.
Removed
The 2023 charges were primarily related to impairments of our equity method investments. Financing costs . Financing costs decreased 66 percent to $39 million for 2024 compared to $114 million for 2023. The decrease was primarily due to the pay down of borrowings outstanding under our commercial paper program, as well as foreign exchange impacts.
Added
Our effective income tax rates were 24.4 percent for 2025 and 29.8 percent for 2024.
Removed
The increase also reflected lower raw material costs, partially offset by price mix attributable to pass through of lower corn costs. 27 Table of Contents All Other Net sales . All Other net sales decreased 37 percent to $459 million for 2024 from $732 million for 2023.
Added
F&II–U.S./Canada operating income decreased 16 percent to $315 million for 2025 compared to $373 million for 2024. The decrease was primarily driven by lower volumes and production challenges at one of our large manufacturing facilities. All Other Net sales . All Other net sales increased 2 percent to $468 million for 2025 compared to $459 million for 2024.
Removed
The commercial paper program is backed by $1.0 billion of borrowing availability under a five-year revolving credit agreement that we entered on June 30, 2021, as described below.
Added
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.
Removed
The revolving credit agreement contains customary affirmative and negative covenants that, among other matters, specify customary reporting obligations, and that, subject to exceptions, restrict the incurrence of additional indebtedness by our subsidiaries, the incurrence of liens and the consummation of certain mergers, consolidations and sales of assets.
Added
The weighted average interest rate on our total indebtedness was 4.0 percent for both 2025 and 2024. 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.
Removed
We intend to continue using the note proceeds for general corporate purposes. During 2024, the average amount of commercial paper outstanding was $31 million with a weighted average interest rate of 5.51 percent over a weighted average maturity of eight days. As of December 31, 2024, no commercial paper was outstanding.
Added
When the Global Innovation headquarters construction is substantially complete and ready for our use, which we estimate will be in the first 28 Table of Contents half of 2028, subject to environmental conditions, structural dependencies and regulatory approvals, we will begin lease payments for a term of 25 years.
Removed
In 2023, we paid in full without penalty the $200 million principal outstanding on our term loan that was due on December 16, 2024. The weighted average interest rate on our total indebtedness was 4.02 percent for 2024 and 4.50 percent for 2023.
Added
We used $491 million for financing activities in 2025 compared to cash used for financing activities of $765 million in 2024, primarily because we did not borrow under our commercial paper program in 2025, while we repaid $327 million of commercial paper borrowings during 2024.
Removed
Dividends paid, including those to non-controlling interests, increased 8 percent to $210 million during 2024 from $194 million during 2023. The increase was due to an increase in our quarterly dividend rate per share of common stock, which typically occurs during the third quarter of each fiscal year.
Added
We monitor our financial leverage by regularly reviewing our ratio of net debt to adjusted earnings before interest, taxes, depreciation, amortization and other items (“Net Debt to Adjusted EBITDA”). We believe these metrics provide valuable information to help us run our business and are useful to investors.
Removed
During 2024, we also repurchased 1.7 million outstanding shares of our common stock in open market transactions at a net cost of $216 million. We have not provided foreign withholding taxes, state income taxes and federal and state taxes on foreign currency gains/losses on accumulated undistributed earnings of certain foreign subsidiaries because these earnings are considered to be permanently reinvested.
Removed
It is not practicable to determine the amount of the unrecognized deferred tax liability related to the undistributed earnings. We do not anticipate the need to repatriate funds to the U.S. to satisfy domestic liquidity needs arising in the ordinary course of business, including liquidity needs associated with our domestic debt service requirements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

41 edited+6 added−26 removed34 unchanged
Biggest changeYear Ended December 31, Return on Invested Capital ratio (dollars in millions) 2024 2023 Net income (a) $ 654 $ 651 Adjusted for: Provision for income taxes 277 188 Other non-operating expense 3 4 Financing costs 39 114 Restructuring and resegmentation charges (i) 18 1 Net gain on sale of business (ii) (90) — Other matters (iii) 6 1 Impairment charges (iv) 109 10 Income taxes (at effective rates of 26.4% and 24.9%) (iv) (268) (241) Adjusted operating income, net of tax (b) 748 728 Short-term debt 44 448 Long-term debt 1,787 1,740 Less: Cash and cash equivalents (997) (401) Short-term investments (11) (8) Total net debt 823 1,779 Share-based payments subject to redemption 60 55 Total redeemable non-controlling interests 7 43 Total equity 3,823 3,552 Total net debt and equity $ 4,713 $ 5,429 Average current and prior year Total net debt and equity (c) $ 5,071 $ 5,468 Return on Invested Capital (a ÷ c) 12.9 % 11.9 % Adjusted Return on Invested Capital (b ÷ c) 14.8 % 13.3 % _____________________ (i) In 2024, we recorded $18 million of pre-tax restructuring and resegmentation charges primarily related to restructuring activities that occurred during the year and the resegmentation of the business that was effective January 1, 2024.
Biggest changeThe most comparable measure calculated using components determined in accordance with GAAP is ROIC, which we define as Net income, divided by average end-of-year balances for current year and prior year Total net debt and equity, as shown in the following table. 30 Table of Contents Year Ended December 31, Return on Invested Capital (dollars in millions) 2025 2024 Net income (a) $ 736 $ 654 Adjusted for: Provision for income taxes 238 277 Other non-operating expense 5 3 Financing costs 37 39 Restructuring and resegmentation costs (i) 13 18 Net (gain) on sale of business (ii) — (90) Impairment charges (iii) 8 109 Other matters (iv) (9) 6 Income taxes (at adjusted effective rates of 25.8% and 26.4%, respectively) (v) (265) (268) Adjusted operating income, net of tax (b) 763 748 Short-term debt 48 44 Long-term debt 1,742 1,787 Less: Cash and cash equivalents (1,030) (997) Short-term investments (3) (11) Total net debt 757 823 Share-based payments subject to redemption 64 60 Total redeemable non-controlling interests 7 7 Total equity 4,295 3,823 Total net debt and equity $ 5,123 $ 4,713 Average current and prior year Total net debt and equity (c) $ 4,918 $ 5,071 Return on Invested Capital (a ÷ c) 15.0 % 12.9 % Adjusted Return on Invested Capital (b ÷ c) 15.5 % 14.8 % _____________________ (i) In 2025, we recorded $13 million of pre-tax restructuring charges primarily related to accelerated depreciation and decommissioning costs for previously announced plant closures and restructuring activities that occurred during the year.
This difference may not exceed the goodwill recorded at the reporting unit. 33 Table of Contents When we test goodwill for impairment, we make certain estimates and judgments, which include identifying reporting units and determining the reporting units’ fair values based on both discounted cash flow analyses and an analysis of market multiples.
This difference may not exceed the goodwill recorded at the reporting unit. 34 Table of Contents When we test goodwill for impairment, we make certain estimates and judgments, which include identifying reporting units and determining the reporting units’ fair values based on both discounted cash flow analyses and an analysis of market multiples.
The discussion that follows should be read in conjunction with the Consolidated Financial Statements and related notes included elsewhere in this annual report on Form 10-K. 32 Table of Contents Property, Plant and Equipment and Definite-Lived Intangible Assets We have substantial investments in property, plant and equipment (“PP&E”) and definite-lived intangible assets.
The discussion that follows 33 Table of Contents should be read in conjunction with the Consolidated Financial Statements and related notes included elsewhere in this annual report on Form 10-K. Property, Plant and Equipment and Definite-Lived Intangible Assets We have substantial investments in property, plant and equipment (“PP&E”) and definite-lived intangible assets.
In the normal course of business, we actively manage our exposure to these market risks by entering various hedging transactions which are authorized under established policies that place controls on these activities. These transactions utilize exchange-traded derivatives or over-the-counter derivatives with investment grade counterparties.
In the normal course of business, we actively manage our exposure to these market risks by entering various hedging transactions authorized under established policies that place controls on these activities. These transactions utilize exchange-traded derivatives or over-the-counter derivatives with investment grade counterparties.
Raw Material, Energy and Other Commodity Exposure: We sell a significant portion of finished products, made primarily from corn, at firm prices established in customer contracts that typically last up to one year.
Raw Material, Energy and Other Commodity Risks We sell a significant portion of finished products, made primarily from corn, at firm prices established in customer contracts that typically last up to one year.
We assess market risk based on changes in interest rates utilizing a sensitivity analysis that measures the potential change in earnings, fair values and cash flows based on a hypothetical 1 percentage point change in interest rates at December 31, 2024.
We assess market risk based on changes in interest rates utilizing a sensitivity analysis that measures the potential change in earnings, fair values and cash flows based on a hypothetical 1 percentage point change in interest rates at December 31, 2025.
Any change in the fair value of the contracts, real or hypothetical, would be substantially offset by an inverse change in the value of the underlying hedged item. Unrealized gains and losses associated with marking our commodities-based cash flow hedge derivative instruments to market are recorded as a component of OCL.
Any change in 35 Table of Contents the fair value of the contracts, real or hypothetical, would be substantially offset by an inverse change in the value of the underlying hedged item. Unrealized gains and losses associated with marking our commodities-based cash flow hedge derivative instruments to market are recorded as a component of OCL.
Indefinite-Lived Intangible Assets and Goodwill We have certain indefinite-lived intangible assets in the form of tradenames and trademarks. Our methodology for allocating the purchase price of acquisitions is based on established valuation techniques that reflect the consideration of a number of factors, including valuations performed by third-party appraisers when appropriate.
Indefinite-Lived Intangible Assets and Goodwill We have certain indefinite-lived intangible assets in the form of trade names and trademarks. Our methodology for allocating the purchase price of acquisitions is based on established valuation techniques that reflect the consideration of a number of factors, including valuations performed by third-party appraisers when appropriate.
Based on our assessment’s results, we concluded that as of January 1, 2024 and July 1, 2024 there were no impairments in our indefinite-lived intangible assets. In testing goodwill for impairment, we first assess qualitative factors in determining whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount.
Based on our assessment’s results, we concluded that as of July 1, 2025 there were no impairments in our indefinite-lived intangible assets. In testing goodwill for impairment, we first assess qualitative factors in determining whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk for a 29 Table of Contents discussion of factors that could affect our ability to meet those targets. The objectives reflect our current aspirations in light of our present plans and existing circumstances.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk for a discussion of factors that could affect our ability to meet those targets. The objectives reflect our current aspirations in light of our present plans and existing circumstances.
(iv) In 2024, we recorded $109 million of pre-tax impairment charges that primarily related to our plans to cease operations at our Vanscoy, Canada, Alcantara, Brazil, and Goole, United Kingdom manufacturing facilities, and impairment charges on our equity method investments. In 2023, we recorded pre-tax charges of $10 million primarily related to impairment charges on our equity method investments.
In 2024, we recorded $109 million of pre-tax impairment charges that primarily related to our plans to cease operations at our manufacturing facilities in Vanscoy, Canada; Alcantara, Brazil; and Goole, United Kingdom, and impairment charges on our equity method investments.
A hypothetical 10 percent decline in the value of the U.S. dollar relative to foreign currencies would have resulted in a reduction to our cumulative translation loss and a credit to OCL of approximately $200 million. 36 Table of Contents We enter foreign-currency derivative instruments that are designated as both cash flow hedging instruments and instruments not designated as hedging instruments for accounting purposes.
A hypothetical 10 percent decline in the value of the U.S. dollar relative to foreign currencies would have resulted in a reduction to our cumulative translation loss and a credit to OCL of approximately $250 million. We enter foreign-currency derivative instruments that are designated as both cash flow hedging instruments and instruments not designated as hedging instruments for accounting purposes.
This review may result in the closure or sale of certain manufacturing facilities, which could have a significant negative impact on our results of operations in the period in which we decide to close or sell the facility.
This review may result in the closure or sale of certain manufacturing facilities, which could have a significant negative impact on our results of operations, financial position and cash flows in the period in which we decide to close or sell the facility.
Changes in assumptions concerning projected results or other underlying assumptions could have a significant impact on the fair value of the reporting units in the future. Based on the results of both the resegmentation and the annual assessment, we concluded that as of January 1, 2024 and July 1, 2024 there were no impairments in our reporting units.
Changes in assumptions concerning projected results or other underlying assumptions could have a significant impact on the fair value of the reporting units in the future. Based on the results of the annual assessment, we concluded that as of July 1, 2025 there were no impairments in our reporting units.
For 2024, we achieved an Adjusted ROIC of 14.8 percent as compared to 13.3 percent for 2023. Net Debt to Adjusted EBITDA Net Debt to Adjusted EBITDA is a financial performance ratio that is not defined under GAAP, and should be considered in addition to, and not as a substitute for, GAAP financial measures.
For 2025, we achieved an Adjusted ROIC of 15.5 percent as compared to 14.8 percent for 2024. Net Debt to Adjusted EBITDA Net Debt to Adjusted EBITDA is a financial performance ratio that is not defined under GAAP, and should be considered in addition to, and not as a substitute for, GAAP financial measures.
The carrying values of PP&E and definite-lived intangible assets at December 31, 2024 were $2.3 billion and $215 million, respectively. In assessing the recoverability of the carrying value of PP&E and definite-lived intangible assets, we may have to make projections regarding future cash flows.
The carrying values of PP&E and definite-lived intangible assets at December 31, 2025 were $2.5 billion and $204 million, respectively. In assessing the recoverability of the carrying value of PP&E and definite-lived intangible assets, we may have to make projections regarding future cash flows.
While the corn futures contracts or other hedging positions are intended to minimize the volatility of corn costs on operating profits, occasionally the hedging contracts can incur losses, some of which may be material. 35 Table of Contents Energy costs represent approximately 8 percent of our cost of sales.
While the futures contracts or other hedging positions are intended to minimize the volatility of input costs on operating profits, occasionally the hedging contracts can incur losses, some of which may be material. Energy costs represent approximately 9 percent of our cost of sales.
Based on our overall commodity hedge position at December 31, 2024, a hypothetical 10 percent decline in market prices applied to the fair value of the instruments would result in a charge to other comprehensive loss (“OCL”) of approximately $40 million, net of income tax benefit of $15 million.
Based on our overall commodity hedge position at December 31, 2025, a hypothetical 10 percent decline in market prices applied to the fair value of the instruments would result in a charge to other comprehensive loss (“OCL”) of approximately $35 million, net of income tax effect of $13 million.
At December 31, 2024, we had outstanding futures and option contracts that hedged the forecasted purchase of approximately 105 million bushels of corn, as well as outstanding swap contracts that hedged the forecasted purchase of approximately 24 million mmbtus of natural gas.
At December 31, 2025, we had outstanding futures and option contracts that hedged the forecasted purchase of approximately 84 million bushels of corn, as well as outstanding swap contracts that hedged the forecasted purchase of approximately 26 million mmbtus of natural gas.
We use derivative financial instruments, such as over-the-counter natural gas swaps, to hedge portions of our natural gas costs generally over the following twelve to twenty-four months, primarily in F&II - U.S./Canada.
We use derivative financial instruments, such as over-the-counter natural gas swaps, to hedge portions of our natural gas costs generally over the following twelve to twenty-four months, primarily in our F&II and T&HS segments.
As of December 31, 2024, approximately 95 percent, or $1.7 billion principal amount, of our total debt is fixed rate debt and 5 percent, or approximately $91 million principal amount, of our total debt is variable rate debt subject to changes in short-term rates, which could affect our interest costs.
As of December 31, 2025, approximately 97 percent, or $1.7 billion principal amount, of our total debt is fixed rate debt and 3 percent, or approximately $49 million principal amount, of our total debt is variable rate debt subject to changes in short-term rates, which could affect our interest costs.
At December 31, 2024, our AOCL account included in the equity section of our Consolidated Balance Sheets includes a cumulative translation loss of approximately $1.1 billion. The aggregate net assets of our foreign subsidiaries where the local currency is the functional currency approximated $1.9 billion at December 31, 2024.
At December 31, 2025, our AOCL account included in the equity section of our Consolidated Balance Sheets includes a cumulative translation loss of $899 million. The aggregate net assets of our foreign subsidiaries where the local currency is the functional currency approximated $2.2 billion at December 31, 2025.
The amount included in AOCL relating to these hedges at December 31, 2024 was a $7 million of net gains (net of $4 million income tax provision). We expect $4 million of net gains (net of $2 million income tax provision) will be reclassified into earnings over the next twelve months.
The amount included in AOCL relating to these hedges at December 31, 2025 was $3 million of net gains (net of $3 million income tax effect). We expect $3 million of net gains (net of $2 million income tax effect) will be reclassified into earnings over the next twelve months.
Since we have no current plans to repurchase our outstanding fixed rate instruments before their maturities, the impact of market interest rate fluctuations on our long-term debt is not expected to have a material effect on our Consolidated Financial Statements. We occasionally use T-Locks to hedge our exposure to interest rate changes based on current and projected market conditions.
Since we have no current plans to repurchase our outstanding fixed rate instruments before their maturities, the impact of market interest rate fluctuations on our long-term debt is not expected to have a material effect on our Consolidated Financial Statements.
As of December 31, 2024, we had foreign currency forward sales contracts with an aggregate notional amount of $408 million and foreign currency forward purchase contracts with an aggregate notional amount of $113 million not designated as hedging instruments for accounting purposes.
As of December 31, 2025, we had foreign currency forward sales contracts with an aggregate notional value of $395 million and foreign currency forward purchase contracts with an aggregate notional value of $192 million not designated as hedging instruments for accounting purposes.
As of December 31, 2024, we also had foreign currency forward sales contracts with an aggregate notional amount of $447 million and foreign currency forward purchase contracts with an aggregate notional amount of $448 million that are classified as cash flow hedges.
As of December 31, 2025, we also had foreign currency forward sales contracts with an aggregate notional value of $425 million and foreign currency forward purchase contracts with an aggregate notional value of $358 million that are classified as cash flow hedges.
The most comparable ratio calculated using components determined in accordance with GAAP is Total net debt to Income before income taxes, calculated as Short-term and Long-term debt less Cash and cash equivalents and Short-term investments, divided by Income before income taxes, as shown in the following table. 31 Table of Contents As of December 31, Net Debt to Adjusted EBITDA ratio (dollars in millions) 2024 2023 Short-term debt $ 44 $ 448 Long-term debt 1,787 1,740 Less: Cash and cash equivalents (997) (401) Short-term investments (11) (8) Total net debt (a) 823 1,779 Income before income taxes (b) 931 839 Adjusted for: Depreciation and amortization 214 219 Financing costs 39 114 Other non-operating expense 3 4 Restructuring and resegmentation costs (i) 18 2 Net gain on sale of business (ii) (90) — Other matters (iii) 6 1 Impairment charges (iv) 109 10 Adjusted EBITDA (c) $ 1,230 $ 1,189 Net Debt to Income before income tax ratio (a ÷ b) 0.9 2.1 Net Debt to Adjusted EBITDA ratio (a ÷ c) 0.7 1.5 _____________________ (i) In 2024, we recorded $18 million of pre-tax net restructuring and resegmentation charges primarily related to restructuring activities that occurred during the year and the resegmentation of the business that was effective January 1, 2024.
The most comparable ratio calculated using components determined in accordance with GAAP is Total net debt to Income before income taxes, calculated as Short-term and Long-term debt less Cash and cash equivalents and Short-term investments, divided by Income before income taxes, as shown in the following table. 32 Table of Contents Year Ended December 31, Net Debt to Adjusted EBITDA ratio 2025 2024 Short-term debt $ 48 $ 44 Long-term debt 1,742 1,787 Less: Cash and cash equivalents (1,030) (997) Short-term investments (3) (11) Total net debt (a) 757 823 Income before income taxes (b) 974 931 Adjusted for: Depreciation and amortization 222 214 Financing costs 37 39 Other non-operating expense 5 3 Restructuring and resegmentation costs (i) 7 18 Net (gain) on sale of business (ii) — (90) Impairment charges (iii) 8 109 Other matters (iv) (9) 6 Adjusted EBITDA (c) $ 1,244 $ 1,230 Net Debt to Income before income tax ratio (a ÷ b) 0.8 0.9 Net Debt to Adjusted EBITDA ratio (a ÷ c) 0.6 0.7 _____________________ (i) In 2025, we recorded $13 million of pre-tax restructuring charges primarily related to accelerated depreciation and decommissioning costs for previously announced plant closures and restructuring activities that occurred during the year.
Year Ended Year Ended December 31, 2024 December 31, 2023 (dollars in millions) Income before Income Taxes Provision for Income Taxes Effective Income Tax Rate Income before Income Taxes Provision for Income Taxes Effective Income Tax Rate As reported $ 931 $ 277 29.8% $ 839 $ 188 22.4% Adjustments: Restructuring and resegmentation charges 18 5 1 — Net gain on sale of business (90) (4) — — Other matters 6 1 1 — Impairment charges 109 — 10 3 Other tax matters — (4) — 6 Tax item-Mexico — (18) — 15 Adjusted non-GAAP $ 974 $ 257 26.4% $ 851 $ 212 24.9% Our long-term objective is to maintain an Adjusted ROIC in excess of 10.0 percent.
(v) Adjusted effective tax rates were calculated as follows: 31 Table of Contents Year Ended Year Ended December 31, 2025 December 31, 2024 (dollars in millions) Income before Income Taxes (a) Provision for Income Taxes (b) Effective Income Tax Rate (b/a) Income before Income Taxes (a) Provision for Income Taxes (b) Effective Income Tax Rate (b/a) As Reported $ 974 $ 238 24.4% $ 931 $ 277 29.8% Adjustments: Restructuring and resegmentation costs 13 2 18 5 Net (gain) on sale of business — — (90) (4) Impairment charges 10 3 109 — Other matters (9) (2) 6 1 Tax item – Mexico — 14 — (18) Other tax matters — — — (4) Adjusted Non-GAAP $ 988 $ 255 25.8% $ 974 $ 257 26.4% Our long-term objective is to maintain an Adjusted ROIC in excess of 10.0 percent.
As a result, we have exposure to translational foreign exchange risk when our foreign operation results are translated to U.S. dollars and to transactional foreign exchange risk when transactions not denominated in the functional currency of the operating unit are revalued. We selectively use derivative instruments such as forward contracts, currency swaps and options to manage transactional foreign exchange risk.
As a result, we have exposure to translational foreign exchange risk when our foreign operation results are translated to U.S. dollars and to 36 Table of Contents transactional foreign exchange risk when transactions not denominated in the functional currency of the operating unit are revalued.
The weighted average discount rate used to determine our obligations under U.S. pension plans as of December 31, 2024 and 2023 was 5.64 percent and 5.00 percent. The weighted average discount rate used to determine our obligations under non-U.S. pension plans as of December 31, 2024 and 2023 was 5.42 percent and 5.24 percent.
The weighted average discount rate used to determine our obligations under non-U.S. pension plans as of December 31, 2025 and 2024 was 5.52 percent and 5.42 percent. The weighted average discount rate used to determine our obligations under our postretirement plans as of December 31, 2025 and 2024 was 8.16 percent and 7.75 percent.
(iv) In 2024, we recorded $109 million of pre-tax impairment charges that primarily related to our plans to cease operations at our Vanscoy, Canada, Alcantara, Brazil and Goole, United Kingdom manufacturing facilities, and impairment charges on our equity method investments. In 2023, we recorded pre-tax charges of $10 million primarily related to impairment charges on our equity method investments.
This was reduced by $2 million as it was included in Other non-operating expense. In 2024, we recorded $109 million of pre-tax impairment charges that primarily related to our plans to cease operations at our manufacturing facilities in Vanscoy, Canada, Alcantara, Brazil, and Goole, United Kingdom, and impairment charges on our equity method investments.
Based on our overall foreign currency transactional exposure at December 31, 2024, we estimate that a hypothetical 10 percent decline in the value of the U.S. dollar would have resulted in a transactional foreign exchange gain of approximately $33 million.
We selectively use derivative instruments such as forward contracts, currency swaps and options to manage transactional foreign exchange risk. Based on our overall foreign currency transactional exposure at December 31, 2025, we estimate that a hypothetical 10 percent decline in the value of the U.S. dollar would have resulted in a transactional foreign exchange gain of approximately $27 million.
A hypothetical increase of 1 percentage point in the weighted average floating interest rate would increase our annual interest expense by approximately $1 million and would change the fair value of our fixed rate debt at December 31, 2024 by approximately $93 million. See Note 7 of the Notes to the Consolidated Financial Statements for additional information.
A hypothetical increase of 1 percentage point in the weighted average floating interest rate would increase our annual interest expense by an insignificant amount and would change the fair value of our fixed rate debt at December 31, 2025 by approximately $87 million.
As of December 31, 2024, our Accumulated other comprehensive loss (“AOCL”) balance included $1 million of net losses (net of insignificant amount income tax benefit) related to these derivative instruments. We anticipate that $1 million of net losses (net of an insignificant amount income tax benefit) will be reclassified into earnings over the next twelve months.
As of December 31, 2025, our Accumulated other comprehensive loss (“AOCL”) balance included $7 million of net losses (net of $3 million income tax effect) related to these derivative instruments which will be reclassified into earnings over the next twelve months. We expect the net losses to be offset by changes in the underlying commodities costs.
Our long-term objective is to target a ratio of Net Debt to Adjusted EBITDA of 2.5 or less. As of December 31, 2024 and 2023, the ratio was 0.7 and 1.5. Critical Accounting Policies and Estimates Our Consolidated Financial Statements have been prepared in accordance with GAAP.
As of December 31, 2025 and 2024, the ratio was 0.6 and 0.7. Critical Accounting Policies and Estimates Our Consolidated Financial Statements have been prepared in accordance with GAAP.
The weighted average discount rate used to determine our obligations under our postretirement plans as of December 31, 2024 and 2023 was 7.75 percent and 7.37 percent. A one percentage point decrease in the discount rates at December 31, 2024, would have increased the accumulated benefit obligation and projected benefit obligation by the following amounts (in millions): U.S.
A one percentage point decrease in the discount rates at December 31, 2025, would have increased the accumulated benefit obligation and projected benefit obligation by the following amounts (in millions): U.S. Pension Plans Accumulated benefit obligation $ 28 Projected benefit obligation 28 Non-U.S.
In 2023, we recorded $1 million of pre-tax restructuring and resegmentation charges primarily related to the resegmentation of the business. (ii) In 2024, we recorded a pre-tax gain of $90 million on the sale of our South Korea business. (iii) This amount primarily relates to tornado damage incurred at a U.S. warehouse in 2024.
In 2024, we recorded $18 million of pre-tax restructuring and resegmentation charges primarily related to restructuring activities that occurred during the year and the resegmentation of the business that was effective January 1, 2024. (ii) In 2024, we recorded a pre-tax gain of $90 million on the sale of our South Korea business. There was no such gain in 2025.
We expect the net losses to be offset by changes in the underlying commodities costs. Interest Rate Exposure: We are exposed to interest rate risk on our variable rate debt and price risk on our fixed rate debt.
Interest Rate Risk on Debt We are exposed to interest rate risk on our variable rate debt and price risk on our fixed rate debt.
Goodwill is either assigned to a specific reporting unit or allocated between reporting units based on the relative excess fair value of each reporting unit. The carrying value of indefinite-lived intangible assets and goodwill at December 31, 2024 was $143 million and $906 million, respectively, compared to $143 million and $918 million, respectively, at December 31, 2023.
Goodwill is measured as the excess of the cost of an acquired business over the fair value assigned to identifiable assets acquired and liabilities assumed. The carrying value of indefinite-lived intangible assets and goodwill at December 31, 2025 was $143 million and $922 million, respectively, compared to $143 million and $906 million, respectively, at December 31, 2024.
In 2023, we recorded $1 million of pre-tax restructuring charges primarily related to the sale of our South Korea business. (ii) In 2024, we recorded a pre-tax gain of $90 million on the sale of our South Korea business. 30 Table of Contents (iii) This amount primarily related to tornado damage incurred at a U.S. warehouse in 2024.
(ii) In 2024, we recorded a pre-tax gain of $90 million on the sale of our South Korea business. There was no such gain in 2025. (iii) In 2025, we recorded $10 million of pre-tax impairment charges that primarily related to impairment charges on our equity investments and equipment impairments due to restructuring activities.
The net losses reclassified into earnings over the next twelve months are not anticipated to be material. Foreign Currencies: Due to our global operations, we are exposed to fluctuations in foreign currency exchange rates.
Pension Plans Accumulated benefit obligation $ 18 Projected benefit obligation 20 Postretirement Plans Accumulated benefit obligation $ 7 Foreign Currency Risk Due to our global operations, we are exposed to fluctuations in foreign currency exchange rates.
Removed
The most comparable measure calculated using components determined in accordance with GAAP is ROIC, which we define as Net income, divided by average end-of-year balances for current year and prior year Total net debt and equity, as shown in the following table.
Added
(iii) In 2025, we recorded $10 million of pre-tax impairment charges that primarily related impairment charges on our equity investments and equipment impairments due to restructuring activities. This was reduced by $2 million as it was included in Other non-operating expense.
Removed
In 2023, we recorded pre-tax charges of $5 million primarily related to the impacts of a U.S.-based work stoppage, which was partially offset by $4 million of insurance recoveries.
Added
(iv) In 2025, we recorded $9 million of pre-tax benefits related to insurance recoveries and a favorable judgment related to certain indirect taxes. In 2024, this primarily related to tornado damage incurred at a U.S. warehouse.
Removed
(v) The effective income tax rate was 26.4 percent for 2024 and 24.9 percent for 2023.
Added
This was reduced by $6 million as it included depreciation expense that was already included in the depreciation and amortization line. In 2024, we recorded $18 million of pre-tax restructuring and resegmentation charges primarily related to restructuring activities that occurred during the year and the resegmentation of the business that was effective January 1, 2024.
Removed
In 2023, we recorded pre-tax charges of $5 million primarily related to the impacts of a U.S.-based work stoppage, which was partially offset by $4 million of insurance recoveries.
Added
(iv) In 2025, we recorded $9 million of pre-tax benefits related to insurance recoveries and a favorable judgment related to certain indirect taxes. In 2024, this primarily related to tornado damage incurred at a U.S. warehouse. Our long-term objective is to target a ratio of Net Debt to Adjusted EBITDA of 2.5 or less.
Removed
Goodwill is measured as the excess of the cost of an acquired business over the fair value assigned to identifiable assets acquired and liabilities assumed. We have identified several reporting units for which cash flows are determinable and to which goodwill may be allocated.
Added
Interest Rate Risk on Pension and Other Postretirement Benefits Financial measurement of our defined benefit pension and other postretirement benefit (“OPEB”) obligations are sensitive to changes in discount rates, which are based on prevailing market interest rates.
Removed
Retirement Benefits We and our subsidiaries sponsor noncontributory defined benefit pension plans (qualified and non-qualified) covering a portion of employees in the U.S. and Canada, and certain employees in other countries. We also provide healthcare and life insurance benefits for retired employees in the U.S., Canada and Brazil.
Added
A decrease in discount rates generally increases the present value of plan obligations and related expense, while an increase in discount rates has the opposite effect. The weighted average discount rate used to determine our obligations under U.S. pension plans as of December 31, 2025 and 2024 was 5.41 percent and 5.64 percent.
Removed
In order to measure the expense and obligations associated with these benefits, our management must make a variety of estimates and assumptions, including discount rates, expected long-term rates of return, rate of compensation increases, employee turnover rates, retirement rates, mortality rates and other factors.
Removed
We review our actuarial assumptions on an annual basis as of December 31 (or more frequently if a significant event requiring remeasurement occurs) and modify our assumptions based on current rates and trends when it is appropriate to do so.
Removed
The effects of modifications are recognized immediately on the Consolidated Balance Sheets but are generally amortized into non-operating earnings over future periods, with the deferred amount recorded in accumulated other comprehensive loss (“AOCL”). We believe the assumptions utilized in recording our obligations under our plans, which are based on our experience, market conditions and input from our actuaries, are reasonable.
Removed
We use third-party specialists to assist management in evaluating our assumptions and estimates, as well as to appropriately measure the costs and obligations associated with our retirement benefit plans. Had we used different estimates and assumptions for these plans, our retirement benefit obligations and related expense could vary from the actual amounts recorded and such differences could be material.
Removed
Additionally, adverse changes in investment returns earned on pension assets and discount rates used to calculate pension and postretirement benefit related liabilities or changes in required funding levels may have an unfavorable impact on future expense and cash flow.
Removed
Net periodic pension and postretirement benefit cost for all of our plans was $9 million in 2024 and $12 million in 2023.
Removed
We determine our assumption for the discount rate used to measure year-end pension and postretirement obligations based on high-quality fixed-income investments that match the duration of the expected benefit payments, which has been benchmarked using a long-term, high-quality AA corporate bond index.
Removed
We use a full yield curve approach in the estimation of the service and interest cost components of benefit cost by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows.
Removed
Pension Plans Accumulated benefit obligation $ 27 Projected benefit obligation 27 Non-U.S.
Removed
Pension Plans Accumulated benefit obligation $ 18 Projected benefit obligation 20 Postretirement Plans Accumulated benefit obligation $ 6 34 Table of Contents Our investment approach and related asset allocation for the U.S. and Canadian plans is a liability-driven investment approach by which a higher proportion of investments will be in interest-rate sensitive investments (fixed income) under an active-management approach.
Removed
The approach seeks to protect the current funded status of the plans from market volatility with a greater asset allocation to interest-rate sensitive assets, which is expected to reduce volatility in plan-funded status by more closely matching movements in asset values to changes in liabilities.
Removed
Our current investment policy for our pension plans is to balance risk and return through diversified portfolios of actively managed equity index instruments, fixed income index securities and short-term investments. Maturities for fixed income securities are managed so that sufficient liquidity exists to meet near-term benefit payment obligations.
Removed
The asset allocation is reviewed regularly, and portfolio investments are rebalanced to the targeted allocation when considered appropriate or to raise sufficient liquidity when necessary to meet near-term benefit payment obligations.
Removed
For 2024 net periodic pension cost, we assumed an expected long-term rate of return on assets, which is based on the fair value of plan assets, of 5.50 percent for U.S. plans and approximately 4.58 percent for Canadian plans.
Removed
In developing the expected long-term rate of return assumption on plan assets, which consist mainly of U.S. and Canadian debt and equity securities, management evaluated historical rates of return achieved on plan assets and the asset allocation of the plans, input from our independent actuaries and investment consultants, and historical trends in long-term inflation rates.
Removed
Projected return estimates made by such consultants are based upon broad equity and bond indices. We also maintain several funded pension plans in other international locations. The expected returns on plan assets for these plans are determined based on each plan’s investment approach and asset allocations.
Removed
A hypothetical 25 basis point decrease in the expected long-term rate of return assumption would increase 2025 net periodic pension cost for the U.S. and Canadian plans by approximately $1 million each.
Removed
Healthcare cost trend rates are used in valuing our postretirement benefit obligations and are established based on actual health care cost trends and consultation with actuaries and benefit providers.
Removed
At December 31, 2024, the health care cost trend rate assumptions for the next year were 8.40 percent for the U.S. plans, 5.25 percent for the Canadian plans, and 8.42 percent for the Brazilian plans. For information related to our benefit plans, see Note 10 of the Notes to the Consolidated Financial Statements.
Removed
We did not have any T-Locks outstanding as of December 31, 2024. As of December 31, 2024, our AOCL account included $2 million of net losses (net of income tax benefit of $1 million) related to settled T-Locks. These deferred losses are being amortized to financing costs over the term of the senior notes with which they are associated.

Other INGR 10-K year-over-year comparisons