Executing Our
Ingredient Strategy
2013 Annual Report
E U RO P E , M I D D L E E A S T, A F R I C A
Increasing demand for clean-label
products in Europe driving growth
in high-margin specialty starches.
8%
2013 net sales
N O R T H AM E R I C A
Established presence with strong
sales and cash generation. Growth
opportunities in health and well-
ness sectors in the region.
58
%
2013 net sales
S O U T H AM E R I C A
Strong regional presence and
long-term growth potential in core
and specialty products.
21%
2013 net sales
A S I A P A C I F I C
Developing economies and rising
incomes fueling robust growth in
packaged and convenience foods.
13%
2013 net sales
Global Headquarters
Global Research and
Development Headquarters
Manufacturing Location
Our balanced product, industry and geographic mix provide stability
and opportunities for growth while helping to mitigate risk.
+17%
10 -Y E A R D I LU T E D E A R N I N G S P E R S H A R E
COM P O U N D A N N UA L G ROW T H R AT E
I N G R E D I O N
Ingredion Incorporated is a leading global
ingredient provider to the food, beverage,
brewing and pharmaceutical industries as
well as numerous industrial sectors.
Our ingredients are a vital part of everyday life.
We make starch and sweetener ingredients
that add taste, texture and performance to a
wide variety of beverages and prepared foods.
Our products are used to provide health and
wellness solutions as well as pharmaceutical
ingredients for IV applications. We also supply
ingredients to the personal care, paper and
corrugated industries and to the emerging
bio-materials sector.
Headquartered in Westchester, Illinois,
Ingredion Incorporated has manufacturing,
R&D and sales offices in over 40 countries and
employs more than 11,000 people worldwide.
+10% +12%
10 -Y E A R C A S H F RO M O P E R AT I O N S
COM P O U N D A N N UA L G ROW T H R AT E
10 -Y E A R N E T S A L E S
CO M P O U N D A N N UA L G ROW T H R AT E
S A L E S (Based on 2013 net sales)
Food 50%
Beverage 14%
Animal Nutrition 12%
Paper and Corrugating 9%
Brewing 8%
Other 7%
Executing Our Ingredient Strategy
Ingredion has a strong, proven business model
that delivers growth while seeking to mitigate
risk appropriately. Our ingredient strategy, as
articulated in our Strategic Blueprint, combines
organic growth, broadening our ingredient
portfolio and geographic expansion with a
foundation of operational excellence. At the
same time, we maintain a strong balance
sheet and generate good free cash flow. We
have a track record of deploying our cash to
drive growth while also appropriately returning
it to shareholders. We believe that this strategy
can continue to deliver significant shareholder
value creation over time.
Ingredion Incorporated 1
E X E C U T I N G O U R I N G R E D I E N T S T R AT E G Y
To Our Shareholders
2013 in Review
Ingredion successfully managed a very challenging global environment in 2013.
Through prudent risk management, operational focus, and cost containment,
we mitigated the impacts of higher raw material costs, currency devaluations and
some weak consumer trends. At the same time, we continued to aggressively
return capital to our shareholders.
Dear Fellow Shareholders 2013 marked another year
Our Strategic Blueprint guides our investments and
in which we successfully executed our ingredient strategy.
operational activity, always with shareholder value in mind.
We invested in on-trend innovation and critical capital
In this annual report you will read about the elements
expansions while continuing to focus on our strong and
of the Blueprint: operational excellence, organic growth,
diverse geographic positions.
broadening our ingredient portfolio and expanding our
The year was not without its challenges, including
geographic scope.
high-cost raw materials in many countries, economic turmoil
But first I’d like to focus on the outcome: shareholder
in Argentina and energy issues in Pakistan. I am pleased
value creation.
with the resilience and business agility our employees
Ingredion has a long history of delivering value to our
demonstrated in addressing these obstacles while contin-
shareholders. While our earnings per share have grown by
uing to provide world-class service to our customers.
a compounded annual growth rate of 15 percent since the
This is very much a reflection of our strong business
Company went public in 1998, our share price has soared
model, which seeks to drive growth while appropriately
by more than 350 percent over that time.
mitigating risk. Our balanced geographic footprint and
In recent years, we’ve successfully deployed capital to
product portfolio allow us to offset challenges through
build a stronger franchise around the world. We acquired
diversification. We also employ hedging strategies and
National Starch at an attractive price, and it was immedi-
annual contracts in North America to reduce the volatility
ately accretive to earnings, while providing complementary
of our raw material costs.
capabilities, product lines and geographic positions.
At the same time, the business model delivers quality
Last year, we aggressively increased the quarterly
growth through a focus on dollar margins. The result has
dividend by more than 60 percent. We also repurchased
been strong long-term earnings per share growth and
nearly $230 million of stock during 2013.
good, consistent cash flows to fund our growth and
Taken together, these are the actions of a prudent,
strengthen our operational capabilities.
responsible management team demonstrating its commit-
ment to create shareholder value.
2 Ingredion Incorporated
And we are not done.
We also have two board members retiring this year.
I am confident that with a healthy balance sheet
I want to offer my deepest thanks to Richard Almeida
and strong cash generation, we will continue to reward
and James Ringler for their critical support and insight
shareholders with smart deployment of capital.
over more than a decade of service to Ingredion.
As always, we will continue to invest in capital to
At the same time, we welcome three new board
drive organic growth. We remain focused on further
members who joined Ingredion during 2013. We continue
acquisitions, though we will be as strategically and
to have a diverse and engaged board, and we will surely
financially disciplined as ever. We also have the ability
benefit from the new perspectives of David Fischer, Rhonda
to opportunistically repurchase our shares if that makes
Jordan and Victoria Reich. My sincere thanks go to all our
good financial sense. The bottom line for us remains: we
directors for their outstanding guidance and support.
will be good stewards of shareholder capital.
We are always grateful to our dedicated and talented
As I look forward to 2014 and beyond, I see our
employees around the world. In a difficult year, we relied
ingredient strategy clearly taking hold. We have a research
on you more than ever, and we are proud of how you rose
and development engine to produce the next generations
to the challenges. In fact, based on 2013 activities, we were
of starch and sweetener ingredients. I also remain opti-
recognized by Fortunemagazine as the Most Admired
mistic that we will find complementary acquisitions that
Company in the Food Production category while Ethisphere
will accelerate our strategy.
named us one of the World’s Most Ethical Companies.
Along with our board, management team and employees
Beyond that, through great diligence, we saw our already
around the world, I remain extremely confident and opti-
world-class safety metrics improve further.
mistic about our future.
On behalf of the board and our 11,000 employees,
We had several key management changes recently.
I want to thank our shareholders, who continue to see
Both Cheryl Beebe, our long-time Chief Financial Officer,
the long-term strength of our business model and the
and Julio dos Reis, who managed our South American
great opportunities that lie ahead of us.
region, retired. I want to thank them for their outstanding
contributions over many years and wish them well in the
Sincerely,
next chapter of their lives.
Jack Fortnum, who successfully led our North American
region, has become our new CFO while Ricardo de Abreu
Souza, formerly the head of our business in Mexico,
Ilene S. Gordon
has taken over leadership of South America. Both Jack
Chairman, President and Chief Executive Officer
and Ricardo have been with the Company for more than
April 8, 2014
30 years and bring a wealth of experience and knowledge
to their roles.
Ingredion Incorporated 3
Broadening our
Ingredient Portfolio
Innovation Innovation is a key element driving
our long-term growth. With a network of 300-plus
ingredient experts in six R&D centers around the
world, we are creating the solutions to meet con-
sumer demands in a range of markets. Our scientists
transfer knowledge and collaborate internally and
with our customers to anticipate and deliver cutting-
edge solutions. We invest approximately $37 million
per year in R&D and recently added a new suite of
sweetener research laboratories to our world-class
texture labs in Bridgewater, New Jersey. Combining
our labs creates opportunities by leveraging capabili-
ties across our portfolio, including the development
of more products like the DOLCERRA™ sweetness and
texture system. Recently introduced, DOLCERRA™
enables the creation of fruit beverages that are lower
in sugar and calories and retain the texture and
appeal that consumers value.
4 Ingredion Incorporated
Organic Growth
Opportunity Our ingredients are an important
part of our customers’ products and a vital part
of everyday life, from food and beverages to corru-
gated board to shampoo. As economies grow and
populations increase, our global position in these
varied market categories allows us to grow too.
Additionally, our specialty ingredients, which strate -
gically align with consumer trends and new product
innovations, offer further opportunities for growth.
And, by strategically optimizing our manufacturing
and product mix, we are able to better serve these
evolving markets. For example, we expanded our
Hamburg, Germany facility to support rising demand
for our high-margin, clean-label starches for soups,
sauces and ready meals in Europe, where consumers
desire wholesome products with easy-to-understand
ingredient labels.
Ingredion Incorporated 5
Geographic Scope
Diversification As a global company, we serve both
mature and emerging markets, positioning us to
capitalize on opportunities while helping to balance
risk. Our strong sales and cash generation in estab-
lished markets such as the United States, Canada and
Europe allows us to invest in developing regions in
tandem with our customers. Our key emerging markets
include Mexico, China and Thailand, and account
for approximately half of our overall sales. As these
markets develop economically, consumers shift to
higher value food and beverage options that require
our ingredients. And, by aligning our investments
with our customers’ needs, we are able to provide
market-ready solutions wherever our customers do
business. Finally, we have strong local teams who
tailor our ingredients to support regional trends
while benefiting from our world-class capabilities
in innovation, engineering, logistics and sales.
6 Ingredion Incorporated
Operational Excellence
Safety We have built a strong foundation of
operational excellence with programs designed to
drive down costs and increase productivity. Our contin-
uous improvement programs train employees using
Lean Six Sigma methodologies to eliminate waste at
all levels of our business. We also employ stringent
environmental and safety management systems at our
facilities and are committed to a culture that promotes
absolute safety for all of our employees. This commit-
ment is evident in our world-class safety performance.
2013 saw a 38 percent year-on-year improvement in
Total Recordable Incident Rate over 2012 and a 70 per-
cent improvement since 2010. We continue to receive
numerous regional quality certifications and, most
notably, by 2015, we are on target to certify all of our
facilities to the respected Global Food Safety Initiative
that promotes world-class food safety practices.
Ingredion Incorporated 7
E X E C U T I N G O U R I N G R E D I E N T S T R AT E G Y
Financial Highlights
Dollars in millions, except per share amounts; years ended December 31 2013 % Change 2012 % Change 2011
Income Statement Data
Net sales
Operating income
Diluted earnings per share
Balance Sheet and Other Data
Cash and cash equivalents
Total assets
Total debt
Total equity (including redeemable equity)
Annual dividends paid per common share
Net debt to capitalization percentage 1
Net debt to adjusted EBITDA2 ratio 1
Cash provided by operations
Depreciation and amortization
Capital expenditures
$6,328
613
5.05
(3)fi
(8)
(8)
$6,532
668
5.47
5%
–
3
$6,219
671
5.32
574
5,360
1,810
2,453
1.40
31.7%
1.5
619
194
298
609
5,592
1,800
2,478
0.86
30.8%
1.3
732
211
313
401
5,317
1,949
2,148
0.60
39.7%
1.9
300
211
263
Net Sales
Operating
Income
Reported
Diluted Earnings
per Share
Adjusted
Diluted Earnings
per Share 3
Return
on Capital
Employed 1
Market
Capitalization
(In millions)
(In millions)
(In dollars)
(In dollars)
(Percentage)
(In millions at year end)
2
3
5
,
6
$
8
2
3
,
6
$
9
1
2
,
6
$
1
7
6
$
8
6
6
$
3
1
6
$
7
4
5
$
.
2
3
.
5
$
5
0
5
$
.
7
5
.
5
$
5
0
5
$
.
8
6
4
$
.
2
.
2
6 1
.
1
1
3
.
1
1
7
8
0
,
5
$
3
6
9
4
$
,
1
9
9
,
3
$
’11
’12
’13
’11
’12
’13
’11
’12
’13
’11
’12
’13
’11
’12
’13
’11
’12
’13
1 See the “Key Financial Performance Metrics” section beginning on page 23 of the Annual Report on Form 10-K for the year ended December 31, 2013 for a recon-
ciliation of these metrics that are not calculated in accordance with Generally Accepted Accounting Principles (GAAP) to the most comparable GAAP measures.
2 Earnings before interest, taxes, depreciation and amortization.
3 See page 69 of this Annual Report for a reconciliation of this metric, which is not calculated in accordance with GAAP to the reported diluted earnings per share.
8 Ingredion Incorporated
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 -K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-13397
INGREDION INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
22-3514823
(I.R.S. Employer Identification No.)
5 Westbrook Corporate Center, Westchester, Illinois 60154
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (708) 551-2600
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, $.01 par value per share
Name of Each Exchange on Which Registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [X] No [ ]
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations
under those Sections.
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was
required to submit and post such files). Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definitions
of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer [X]
Accelerated filer [ ]
Non-accelerated filer [ ]
(Do not check if a smaller reporting company)
Smaller reporting company [ ]
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X ]
The aggregate market value of the Registrant’s voting stock held by non-affiliates of the Registrant (based upon the per share closing price of $65.62 on June 28, 2013,
and, for the purpose of this calculation only, the assumption that all of the Registrant’s directors and executive officers are affiliates) was approximately $4,844,000,000.
The number of shares outstanding of the Registrant’s Common Stock, par value $.01 per share, as of February 20, 2014, was 74,492,000.
Documents Incorporated by Reference:
Information required by Part III (Items 10, 11, 12, 13 and 14) of this document is incorporated by reference to certain portions of the Registrant’s definitive Proxy
Statement (the “Proxy Statement”) to be distributed in connection with its 2014 Annual Meeting of Stockholders which will be filed with the Securities and
Exchange Commission within 120 days after December 31, 2013.
Table of Contents to Form 10-K
Part I
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Item 1.
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . 11
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Item 2.
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Item 3.
Item 4. Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Part II
Item 5. Market for Registrant’s Common Equity,
Related Stockholder Matters and
Issuer Purchases of Equity Securities . . . . . . . . . . . . . . . . 13
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Item 6.
Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . . 14
Item 7A. Quantitative and Qualitative Disclosures
Item 8.
Item 9.
About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Financial Statements and Supplementary Data . . . . . . . . 31
Changes In and Disagreements With Accountants
on Accounting and Financial Disclosure . . . . . . . . . . . . . . 60
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Part III
Item 10. Directors, Executive Officers
and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . 61
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Item 11.
Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters . . . . 61
Item 13. Certain Relationships and Related Transactions,
and Director Independence . . . . . . . . . . . . . . . . . . . . . . . . 61
Item 14. Principal Accountant Fees and Services . . . . . . . . . . . . . . 61
Part IV
Item 15. Exhibits and Financial Statement Schedules . . . . . . . . . . 62
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Part I
Item 1. Business
The Company
Ingredion Incorporated (“Ingredion”) is a leading global manufacturer
and supplier of starch and sweetener ingredients to a range of indus-
tries, including packaged food, beverage, brewing and industrial
customers. Ingredion was incorporated as a Delaware corporation in
1997 and its common stock is traded on the New York Stock Exchange.
On October 1, 2010, Ingredion acquired National Starch, a global
developer and manufacturer of specialty and modified starches for a
cash purchase price of $1.369 billion. The acquisition provided Ingredion
with a broader portfolio of products, enhanced geographic reach and
the ability to offer customers a broad range of value added ingredient
solutions for a variety of their evolving needs.
For purposes of this report, unless the context otherwise requires,
all references herein to the “Company,” “Ingredion,” “we,” “us,” and
“our” shall mean Ingredion Incorporated and its subsidiaries.
Ingredion supplies a broad range of customers in many diverse
industries around the world, including the food, beverage, brewing,
pharmaceutical, paper and corrugated products, textile and personal
care industries, as well as the global animal feed and corn oil markets.
Our product line includes starches and sweeteners, animal feed
products and edible corn oil. Our starch-based products include both
food-grade and industrial starches. Our sweetener products include
glucose syrups, high maltose syrups, high fructose corn syrup (“HFCS”),
caramel color, dextrose, polyols, maltodextrins and glucose and
syrup solids.
Our products are derived primarily from the processing of corn
and other starch-based materials, such as tapioca, potato and rice.
Our manufacturing process is based on a capital-intensive, two-step
process that involves the wet milling and processing of starch-based
materials, primarily corn. During the front-end process, corn is steeped
in a water-based solution and separated into starch and co-products
such as animal feed and corn oil. The starch is then either dried for
sale or further processed to make sweeteners, starches and other
ingredients that serve the particular needs of various industries.
We believe our approach to production and service, which
focuses on local management and production improvements of our
worldwide operations, provides us with a unique understanding of
the cultures and product requirements in each of the geographic
markets in which we operate, bringing added value to our customers
through innovative solutions.
Our consolidated net sales were $6.33 billion in 2013. Approximately
58 percent of our 2013 net sales were provided from our North
American operations. Our South American operations provided 21 per-
cent of net sales, while our Asia Pacific and EMEA (Europe, Middle
East and Africa) operations contributed approximately 13 percent and
8 percent, respectively.
Products
Sweetener Products Our sweetener products represented approximately
42 percent, 44 percent and 43 percent of our net sales for 2013, 2012
and 2011, respectively.
Glucose Syrups Glucose syrups are fundamental ingredients widely
used in food products, such as baked goods, snack foods, beverages,
canned fruits, condiments, candy and other sweets, dairy products,
ice cream, jams and jellies, prepared mixes and table syrups. Glucose
syrups offer functionality in addition to sweetness to processed
foods. They add body and viscosity; help control freezing points, crys-
tallization and browning; add humectancy (ability to add moisture)
and flavor; and act as binders.
High Maltose Syrup This special type of glucose syrup is primarily
used as a fermentable sugar in brewing beers. High maltose syrups
are also used in the production of confections, canning and some
other food processing applications. Our high maltose syrups speed
the fermentation process, allowing brewers to increase capacity
without adding capital.
High Fructose Corn Syrup High fructose corn syrup is used in a variety
of consumer products including soft drinks, fruit-flavored beverages,
baked goods, dairy products, confections and other food and beverage
products. In addition to sweetness and ease of use, high fructose corn
syrup provides body; humectancy; and aids in browning, freezing
point and crystallization control.
Dextrose Dextrose has a wide range of applications in the food
and confection industries, in solutions for intravenous and other
pharmaceutical applications, and numerous industrial applications
like wallboard, biodegradable surface agents and moisture control
agents. Dextrose functionality in foods, beverages and confectionary
includes sweetness control; body and viscosity; acts as a bulking,
drying and anti-caking agent; serves as a carrier; provides freezing
point and crystallization control; and aids in fermentation. Dextrose
is also a fermentation agent in the production of light beer. In phar-
maceutical applications dextrose is used in IV solutions as well as
an excipient suitable for direct compression in tableting.
Polyols These products are sugar-free, reduced calorie sweeteners
primarily derived from starch or sugar for the food, beverage, confec-
tionery, industrial, personal and oral care, and nutritional supplement
markets. In addition to sweetness, polyols inhibit crystallization; provide
binding, humectancy and plasticity; add texture; extend shelf life; pre-
vent moisture migration; and are an excipient suitable for tableting.
Ingredion Incorporated 1
Maltodextrins and Glucose Syrup Solids These products have a multitude
of food applications, including formulations where liquid syrups cannot
be used. Maltodextrins are resistant to browning, provide excellent
solubility, have a low hydroscopicity (do not retain moisture), and are
ideal for their carrier/bulking properties. Glucose syrup solids have a
bland flavor, remain clear in solution, are easy to handle and provide
bulking properties.
Starch Products Our starch products represented approximately
41 percent, 37 percent and 36 percent of our net sales for 2013, 2012
and 2011, respectively. Starches are an important component in a wide
range of processed foods, where they are used for adhesion, clouding,
dusting, expansion, fat replacement, freshness, gelling, glazing, mouth
feel, stabilization and texture. Cornstarch is sold to cornstarch packers
for sale to consumers. Starches are also used in paper production to
create a smooth surface for printed communications and to improve
strength in recycled papers. Specialty starches are used for enhanced
drainage, fiber retention, oil and grease resistance, improved print-
ability and biochemical oxygen demand control. In the corrugating
industry, starches and specialty starches are used to produce high
quality adhesives for the production of shipping containers, display
board and other corrugated applications. The textile industry uses
starches and specialty starches for sizing (abrasion resistance) to
provide size and finishes for manufactured products. Industrial starches
are used in the production of construction materials, textiles, adhesives,
pharmaceuticals and cosmetics, as well as in mining, water filtration
and oil and gas drilling. Specialty 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.
Co-Products and Others Co-products and others accounted for 17 per-
cent, 19 percent and 21 percent of our net sales for 2013, 2012 and
2011, respectively. Refined corn oil (from germ) is sold to packers of
cooking oil and to producers of margarine, salad dressings, shorten-
ing, mayonnaise and other foods. Corn gluten feed is sold as animal
feed. Corn gluten meal is sold as high-protein feed for chickens, pet
food and aquaculture.
Geographic Scope and Operations
We are principally engaged in the production and sale of sweeteners
and starches for a wide range of industries, and we manage our busi-
ness on a geographic regional basis. Our operations are classified into
four reportable business segments: North America, South America,
Asia Pacific and EMEA. In 2013, approximately 58 percent of our net
sales were derived from operations in North America, while net sales
from operations in South America represented 21 percent. Our Asia
Pacific and EMEA operations represented approximately 13 percent and
8 percent of our net sales, respectively. See Note 12 of the notes to the
consolidated financial statements entitled “Segment Information”
for additional financial information with respect to our reportable
business segments.
In general, demand for our products is balanced throughout the
year. However, demand for sweeteners in South America is greater
in the first and fourth quarters (its summer season) while demand for
sweeteners in North America is greater in the second and third quar-
ters. Due to the offsetting impact of these demand trends, we do not
experience material seasonal fluctuations in our net sales.
Our North America segment consists of operations in the US,
Canada and Mexico. The region’s facilities include 13 plants producing
a wide range of both sweeteners and starches.
We are the largest manufacturer of corn-based starches and
sweeteners in South America, with sales in Argentina, Brazil, Chile,
Colombia, Ecuador, Peru and Uruguay. Our South America segment
includes 11 plants that produce regular, modified, waxy and tapioca
starches, high fructose and high maltose syrups and syrup solids,
dextrins and maltodextrins, dextrose, specialty starches, caramel
color, sorbitol and vegetable adhesives.
Our Asia Pacific segment manufactures corn-based products
in South Korea, Australia and China. Also, we manufacture tapioca-
based products in Thailand, which supplies not only our Asia Pacific
segment but the rest of our global network. The region’s facilities
include 7 plants that produce modified, specialty, regular, waxy and
tapioca starches, dextrins, glucose, high maltose syrup, dextrose,
HFCS and caramel color.
Our EMEA segment includes 5 plants that produce modified
and specialty starches, glucose and dextrose in England, Germany
and Pakistan.
Additionally, we utilize a network of tolling manufacturers in
various regions in the production cycle of certain specialty starches.
In general, these tolling manufacturers produce certain basic starches
for us, and we in turn complete the manufacturing process of the
specialty starches through our finishing channels.
We utilize our global network of manufacturing facilities to support
key global product lines.
2 Ingredion Incorporated
Competition
The starch and sweetener industry is highly competitive. Many of our
products are viewed as basic ingredients that compete with virtually
identical products and derivatives manufactured by other companies
in the industry. The US is a highly competitive market where there
are other starch processors, several of which are divisions of larger
enterprises. Some of these competitors, unlike us, have vertically
integrated their starch processing and other operations. Competitors
include ADM Corn Processing Division (“ADM”) (a division of Archer-
Daniels-Midland Company), Cargill, Inc., Tate & Lyle Ingredients
Americas, Inc., and several others. Our operations in Mexico and
Canada face competition from US imports and local producers includ-
ing ALMEX, a Mexican joint venture between ADM and Tate & Lyle
Ingredients Americas, Inc. In South America, Cargill has starch process-
ing operations in Brazil and Argentina. Many smaller local corn and
tapioca refiners also operate in many of our markets. Competition within
our markets is largely based on price, quality and product availability.
Several of our products also compete with products made from
raw materials other than corn. HFCS and monohydrate dextrose
compete principally with cane and beet sugar products. Co-products
such as corn oil and gluten meal compete with products of the corn
dry milling industry and with soybean oil, soybean meal and other
products. Fluctuations in prices of these competing products may
affect prices of, and profits derived from, our products.
Customers
We supply a broad range of customers in over 60 industries worldwide.
The following table provides the percentage of total net sales by
industry for each of our segments for 2013:
Industries served
Food
Beverage
Animal Nutrition
Paper and Corrugating
Brewing
Other
Total
Total
Company
North
America
South
America
APAC
EMEA
50%
14%
12%
9%
8%
7%
100%
47%
19%
13%
9%
7%
5%
100%
43%
12%
16%
9%
14%
6%
100%
64%
7%
6%
14%
4%
5%
100%
64%
1%
9%
3%
0%
23%
100%
Also noteworthy, approximately 19 percent of our net sales in 2013
were to customers that we regard as Global Accounts. No customer
accounted for 10 percent or more of our net sales in 2013, 2012 or 2011.
Raw Materials
Corn (primarily yellow dent) is the primary basic raw material we use
to produce starches and sweeteners. The supply of corn in the United
States has been, and is anticipated to continue to be, adequate for our
domestic needs. The price of corn, which is determined by reference
to prices on the Chicago Board of Trade, fluctuates as a result of various
factors including: farmers’ planting decisions, climate, and govern-
ment policies (including those related to the production of ethanol),
livestock feeding, shortages or surpluses of world grain supplies, and
domestic and foreign government policies and trade agreements. We
also use tapioca, potato, rice and sugar as raw material.
Corn is also grown in other areas of the world, including Canada,
Mexico, Europe, South Africa, Argentina, Australia, Brazil, China and
Pakistan. Our affiliates outside the United States utilize both local
supplies of corn and corn imported from other geographic areas,
including the United States. The supply of corn for these affiliates
is also generally expected to be adequate for our needs. Corn prices
for our non-US affiliates generally fluctuate as a result of the same
factors that affect US corn prices.
We also utilize specialty grains such as waxy and high amylose
corn in our operations. In general, the planning cycle for our specialty
grain sourcing begins three years in advance of the anticipated delivery
of the specialty corn since the necessary seed must be grown in the
season prior to grain contracting. In order to secure these specialty
grains at the time of our anticipated needs, we contract with certain
farmers to grow the specialty corn approximately two years in advance
of delivery. These specialty grains are higher cost due to their more
limited supply and require longer planning cycles to mitigate the risk
of supply shortages.
Due to the competitive nature of our industry and the availability
of substitute products not produced from corn, such as sugar from
cane or beets, end product prices may not necessarily fluctuate in a
manner that correlates to raw material costs of corn.
We follow a policy of hedging our exposure to commodity
fluctuations with commodities futures and options contracts primarily
for certain of our North American corn purchases. We use derivative
hedging contracts to protect the gross margin of our firm-priced busi-
ness in North America. Other business may or may not be hedged at
any given time based on management’s judgment as to the need to
fix the costs of our raw materials to protect our profitability. Outside
of North America, we generally enter into short-term commercial
sales contracts and adjust our selling prices based upon the local raw
material costs. See Item 7A, Quantitative and Qualitative Disclosures
about Market Risk, in the section entitled “Commodity Costs” for
additional information.
Ingredion Incorporated 3
Research and Development
We have global research and development capabilities concentrated
in Bridgewater, New Jersey. Activities at Bridgewater include plant
science and physical, chemical and biochemical modifications to food
formulations, food sensory evaluation, as well as development of
non-food applications, such as starch-based biopolymers. In 2013,
we expanded our Bridgewater facility with the addition of a lab and
sensory evaluation space dedicated to our sweeteners portfolio. In
addition, we have product application technology centers that direct
our product development teams worldwide to create product applica-
tion solutions to better serve the ingredient needs of our customers.
Product development activity is focused on developing product
applications for identified customer and market needs. Through this
approach, we have developed value-added products for use by cus-
tomers in various industries. We usually collaborate with customers
to develop the desired product application either in the customers’
facilities, our technical service laboratories or on a contract basis.
These efforts are supported by our marketing, product technology
and technology support staff. Research and development expense
for 2013 was approximately $37 million, or approximately one-half
of one percent of our total net sales.
Sales and Distribution
Our salaried sales personnel, who are generally dedicated to customers
in a geographic region, sell our products directly to manufacturers
and distributors. In addition, we have a staff that provides technical
support to our sales personnel on an industry basis. We generally
contract with trucking companies to deliver our bulk products to
customer destinations. In North America, we generally use trucks to
ship to nearby customers. For those customers located considerable
distances from our plants, we use either rail or a combination of rail-
cars and trucks to deliver our products. We generally lease railcars
for terms of five to fifteen years.
Patents, Trademarks and Technical License Agreements
We own approximately 900 patents and patents pending which relate
to a variety of products and processes, and 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. We do not believe that any individual patent or
trademark is material to our business. There is no currently pending
challenge to the use or registration of any of our significant patents
or trademarks that would have a material adverse impact on us or
our results of operations if decided against us.
Employees
As of December 31, 2013 we had approximately 11,300 employees,
of which approximately 1,900 were located in the United States.
Approximately 35 percent of US and 47 percent of our non-US employ-
ees are unionized. We have approximately 1,100 temporary employees.
Government Regulation and Environmental Matters
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 various 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 various government
agencies, including the United States Food and Drug Administration.
Among other things, applicable regulations 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 such fines of a
material nature were imposed on us in 2013. 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.
Our operations are also subject to various federal, state, foreign
and local laws and regulations with respect to environmental matters,
including air and water quality and underground fuel storage tanks,
and other regulations intended to protect public health and the envi-
ronment. We operate industrial boilers that fire natural gas, coal,
or biofuels to operate our manufacturing facilities and they are our
primary source of greenhouse gas emissions. In Argentina, we are in
discussions with local regulators associated with conducting studies
of possible environmental remediation programs at our Chacabuco
plant. We are unable to predict the outcome of these discussions;
however, we do not believe that the ultimate cost of remediation will
be material. Based on current laws and regulations and the enforce-
ment and interpretations thereof, 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.
During 2013, we spent approximately $8 million for environmental
control and wastewater treatment equipment to be incorporated into
existing facilities and in planned construction projects. We currently
anticipate that we will spend approximately $18 million and $5 million
for environmental facilities and programs in 2014 and 2015, respectively.
4 Ingredion Incorporated
Other
Our Internet address is www.ingredion.com. We make available, free
of charge through our Internet website, our annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, and
amendments to those reports filed or furnished pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended.
These reports are made available as soon as reasonably practicable
after they are electronically filed with or furnished to the Securities and
Exchange Commission. Our corporate governance guidelines, board
committee charters and code of ethics are posted on our website, the
address of which is www.ingredion.com, and each is available in print
to any shareholder upon request in writing to Ingredion Incorporated,
5 Westbrook Corporate Center, Westchester, Illinois 60154 Attention:
Corporate Secretary. The contents of our website are not incorporated
by reference into this report.
Executive Officers of the Registrant
Set forth below are the names and ages of all of our executive officers,
indicating their positions and offices with the Company and other
business experience. Our executive officers are elected annually by
the Board to serve until the next annual election of officers and until
their respective successors have been elected and have qualified
unless removed by the Board.
Ilene S. Gordon 60
Chairman of the Board, President and Chief Executive Officer of the
Company since May 4, 2009. Ms. Gordon was President and Chief
Executive Officer of Rio Tinto’s Alcan Packaging, a multinational busi-
ness unit engaged in flexible and specialty packaging, from October
2007 until she took office as Chairman of the Board, President and
Chief Executive Officer of the Company. From December 2006 to
October 2007, Ms. Gordon was a Senior Vice President of Alcan Inc.
and President and Chief Executive Officer of Alcan Packaging. Alcan
Packaging was acquired by Rio Tinto in October 2007. From 2004
until December 2006, Ms. Gordon served as President of Alcan Food
Packaging Americas, a division of Alcan Inc. From 1999 until Alcan’s
December 2003 acquisition of Pechiney Group, Ms. Gordon was a
Senior Vice President of Pechiney Group and President of Pechiney
Plastic Packaging, Inc., a global flexible packaging business. Prior
to joining Pechiney in June 1999, Ms. Gordon spent 17 years with
Tenneco Inc., where she most recently served as Vice President and
General Manager, heading up Tenneco’s folding carton business. Ms.
Gordon also serves as a director of International Paper Company, a
global paper and packaging company. She served as a director of
Arthur J. Gallagher & Co., an international insurance brokerage and
risk management business, from 1999 to May 15, 2013 and as a director
of United Stationers Inc., a wholesale distributor of business products
and a provider of marketing and logistics services to resellers, from
January 2000 until May 2009. Ms. Gordon also serves as a director
of Northwestern Memorial Hospital, The Executives’ Club of Chicago,
the Economic Club of Chicago, The Chicago Council on Global Affairs
and World Business Chicago. She is also a trustee of The Conference
Board. Ms. Gordon holds a Bachelor’s degree in mathematics from
the Massachusetts Institute of Technology (MIT) and a Master’s
degree in management from MIT’s Sloan School of Management.
Christine M. Castellano 48
Senior Vice President, General Counsel, Corporate Secretary and Chief
Compliance Officer since April 1, 2013. Prior to that Ms. Castellano
served as Senior Vice President, General Counsel and Corporate
Secretary from October 1, 2012 to March 31, 2013. Ms. Castellano
previously served as Vice President International Law and Deputy
General Counsel from April 28, 2011 to September 30, 2012, Associate
General Counsel, South America and Europe from January 1, 2011 to
April 27, 2011, and as Associate General International Counsel from
2004 to December 31, 2010. Prior to that, Ms. Castellano served as
Counsel US and Canada from 2002 to 2004. Ms. Castellano joined
CPC as Operations Attorney in September 1996 and held that posi-
tion until 2002. Prior to joining CPC, Ms. Castellano was an income
partner in the law firm McDermott Will & Emery from January 1, 1996
and had served as an associate in that firm from 1991 to December 31,
1996. She is a member of the board of trustees of the Peggy Notebaert
Nature Museum. Ms. Castellano holds a Bachelor degree in political
science from the University of Colorado and a Juris Doctor degree
from the University of Michigan School of Law.
Ricardo de Abreu Souza 63
Senior Vice President and President, South America Ingredient
Solutions since January 1, 2014. Prior to that Mr. de Abreu Souza
served as President and General Manager of the Company’s Mexican
subsidiary, from February 1, 2010 to December 31, 2013. Mr. de Abreu
Souza previously served as Commercial Director of the Company’s
Mexican subsidiary from 2006 to January 31, 2010. Prior thereto
he served in positions of increasing responsibility since joining the
Company in 1977. Mr. de Abreu Souza holds a Bachelor degree in
chemical engineering from MacKenzie University in Sao Paulo, Brazil
and a Master degree in business administration from IPADE Business
School of Universidad Panamericana in Mexico.
Ingredion Incorporated 5
Anthony P. DeLio 58
Senior Vice President and Chief Innovation Officer since January 1, 2014.
Prior to that Mr. DeLio served as Vice President, Global Innovation
from November 4, 2010 to December 31, 2013, and he served as
Vice President, Global Innovation for National Starch from January 1,
2009 to November 3, 2010. Mr. DeLio served as Vice President and
General Manager, North America, of National Starch from February
26, 2006 to December 31, 2008. Prior to that he served as Associate
Vice Chancellor of Research at the University of Illinois at Urbana-
Champaign from August 2004 to February 2006. Previously, Mr. DeLio
served as Corporate Vice President of Marketing and External Relations
of Archer Daniels Midland Company (“ADM”), one of the world’s
largest processors of oilseeds, corn, wheat, cocoa and other agricultural
commodities and a leading manufacturer of protein meal, vegetable
oil, corn sweeteners, flour, biodiesel, ethanol and other value-added
food and feed ingredients, from October 2002 to October 2003.
Prior to that Mr. DeLio was President of the Protein Specialties and
Nutraceutical Divisions of ADM from September 2000 to October
2002 and President of the Nutraceutical Division of ADM from June
1999 to September 2001. He held various senior product development
positions with Mars, Inc. from 1980 to May 1999. Mr. DeLio holds a
Bachelor of Science degree in chemical engineering from Rensselaer
Polytechnic Institute.
Jack C. Fortnum 57
Executive Vice President and Chief Financial Officer since January 6,
2014. Prior to that Mr. Fortnum served as Executive Vice President
and President, North America from February 1, 2012 to January 5,
2014. Mr. Fortnum previously served as Executive Vice President and
President, Global Beverage, Industrial and North America Sweetener
Solutions from October 1, 2010 to January 31, 2012. Prior thereto,
Mr. Fortnum served as Vice President from 1999 to September 30,
2010 and President of the North America Division from May 2004
to September 30, 2010. Mr. Fortnum joined CPC in 1984 and held
positions of increasing responsibility including serving as President,
US/Canadian Region of the Company from July 2003 to May 2004.
Mr. Fortnum is a member of the Board of Directors of GreenField
Ethanol, Inc. He is a former Chairman of the Board of the Corn Refiners
Association. Mr. Fortnum holds a Bachelor degree in economics
from the University of Toronto and completed the Senior Business
Administration Course offered by McGill University.
Diane J. Frisch 59
Senior Vice President, Human Resources since October 1, 2010.
Ms. Frisch previously served as Vice President, Human Resources, from
May 1, 2010 to September 30, 2010. Prior to that, Ms. Frisch served
as Vice President of Human Resources and Communications for the
Food Americas and Global Pharmaceutical Packaging businesses of
Rio Tinto’s Alcan Packaging, a multinational company engaged in
flexible and specialty packaging, from January 2004 to March 30,
2010. Prior to being acquired by Alcan Packaging, Ms. Frisch served
as Vice President of Human Resources for the flexible packaging
business of Pechiney, S.A., an aluminum and packaging company
with headquarters in Paris and Chicago, from January 2001 to January
2004. Previously, she served as Vice President of Human Resources
for Culligan International Company and Vice President and Director
of Human Resources for Alumax Mill Products, Inc., a division of
Alumax Inc. Ms. Frisch holds a Bachelor of Arts degree in psychology
from Ithaca College, Ithaca, NY, and a Master of Science degree in
industrial relations from the University of Wisconsin in Madison.
Matthew R. Galvanoni 41
Vice President and Corporate Controller since August 15, 2012.
Mr. Galvanoni previously served as Vice President, Corporate Accounting
from June 18, 2012, when he joined Ingredion, to August 14, 2012.
Mr. Galvanoni was previously employed by Exelon Corporation for
10 years. He served as Principal Accounting Officer of Exelon Generation
and Vice President and Assistant Corporate Controller of Exelon
Corporation from July 2009 until the merger of Exelon Corporation
with Constellation Energy Group, Inc. in March 2012, at which time,
Mr. Galvanoni became the Vice President, Financial Systems Integration
until May 2012. Mr. Galvanoni previously served as Vice President
and Controller of Commonwealth Edison Company and PECO Energy
Company from January 2007 to July 2009. He served in various roles
at the Director level of the Controllership organization of Exelon
Corporation from November 2002 to December 2006. Mr. Galvanoni
holds a Bachelor of Science degree in accounting from the University
of Illinois, Urbana-Champaign and a Master of Business Administration
degree from Northwestern University. He is a certified public account-
ant in the State of Illinois.
Jorgen Kokke 45
Vice President and General Manager, Asia Pacific since January 6,
2014. Mr. Kokke previously served as Vice President and General
Manager, EMEA since joining National Starch on March 1, 2009. Prior
to that he served as a Vice President with responsibility for the global
PURAC Food and Nutrition business, at CSM NV, a supplier of bakery
products. Mr. Kokke holds a Master degree in economics from the
University of Amsterdam in the Netherlands.
6 Ingredion Incorporated
John F. Saucier 60
Senior Vice President, Corporate Strategy and Global Business
Development since October 1, 2010. Mr. Saucier previously served as
Vice President and President Asia/Africa Division and Global Business
Development from November 2007 to September 30, 2010. Mr. Saucier
previously served as Vice President, Global Business and Product
Development, Sales and Marketing from April 2006 to November 2007.
Prior to that, Mr. Saucier was President, Integrated Nylon Division
of Solutia Inc., a specialty chemical manufacturer from May 2004
to March 2005, and Vice President of Solutia and General Manager
of its Integrated Nylon Division from September 2001 to May 2004.
Solutia Inc. and 14 of its US subsidiaries filed voluntary petitions
under the bankruptcy laws in December 2003. Mr. Saucier holds
Bachelor and Master degrees in mechanical engineering from the
University of Missouri and a Master degree in Business Administration
from Washington University in St. Louis.
Robert J. Stefansic 52
Senior Vice President, Operational Excellence and Environmental,
Health, Safety and Sustainability since January 1, 2014. Prior to that,
Mr. Stefansic served as Vice President, Operational Excellence and
Environmental, Health, Safety and Sustainability from August 1, 2011
to December 31, 2013. He previously served as Vice President, Global
Manufacturing Network Optimization and Environmental, Health, Safety
and Sustainability of National Starch, from November 1, 2010 to July
31, 2011. Prior to that, he served as Vice President, Global Operations
of National Starch from November 1, 2006 to October 31, 2010. Prior
to that, he served as Vice President, North America Manufacturing of
National Starch from December 13, 2004 to October 31, 2006. Prior
to joining National Starch he held positions of increasing responsibil-
ity with The Valspar Corporation, General Chemical Corp. and Allied
Signal Corporation. Mr. Stefansic holds a Bachelor degree in chemical
engineering and a Master degree in business administration from
the University of South Carolina.
James P. Zallie 52
Executive Vice President, Global Specialties and President North
America and EMEA since January 6, 2014. Prior to that Mr. Zallie
served as Executive Vice President, Global Specialties and President,
EMEA and Asia-Pacific from February 1, 2012 to January 5, 2014.
Mr. Zallie previously served as Executive Vice President and President,
Global Ingredient Solutions from October 1, 2010 to January 31, 2012.
Mr. Zallie previously served as President and Chief Executive Officer
of the National Starch business from January 2007 to September 30,
2010. Mr. Zallie worked for National Starch for more than 27 years in
various positions of increasing responsibility, first in technical, then
marketing and then international business management positions.
He holds Masters degrees in food science and business administra-
tion from Rutgers University and a Bachelor of Science degree in
food science from Pennsylvania State University.
Item 1A. Risk Factors
Our business and assets are subject to varying degrees of risk and
uncertainty. The following are factors that we believe could cause our
actual results to differ materially from expected and historical results.
Additional risks that are currently unknown to us may also impair our
business or adversely affect our financial condition or results of opera-
tions. In addition, forward-looking statements within the meaning of the
federal securities laws that are contained in this Form 10-K or in our
other filings or statements may be subject to the risks described below
as well as other risks and uncertainties. Please read the cautionary
notice regarding forward-looking statements in Item 7 below.
Current economic conditions may adversely impact demand for our
products, reduce access to credit and cause our customers and others
with which 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 in the US, the European Union, South America
and many other countries and regions in which we do business have
experienced various levels of weakness over the last few years, and
may remain challenging for the foreseeable future. General business
and economic conditions that could affect us include the strength of
the economies in which we operate, unemployment, inflation and
fluctuations in debt markets. While currently these conditions have
not impaired our ability to access credit markets and finance our
operations, there can be no assurance that there will not be a further
deterioration in the financial markets.
There could be a number of other effects from these economic
developments on our business, including reduced consumer demand
for products; pressure to extend our customers’ payment terms; insol-
vency of our customers, resulting in increased provisions for credit losses;
decreased customer demand, including order delays or cancellations,
and counterparty failures negatively impacting our operations.
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 expense and cash flow.
In addition, the 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 excess products that can increase our inventory
carrying costs. Alternatively, this forecasting difficulty could cause a
shortage of products that could result in an inability to satisfy demand
for our products.
Ingredion Incorporated 7
We operate a multinational business subject to the economic,
political and other risks inherent in operating in foreign countries
and with foreign currencies.
We have operated in foreign countries and with foreign currencies
for many years. Our results are subject to foreign currency exchange
fluctuations. Our operations are subject to political, economic and
other risks. There has been and continues to be significant political
uncertainty in some countries in which we operate. Economic
changes, terrorist activity and political unrest may result in business
interruption or decreased demand for our products. Protectionist
trade measures and import and export licensing requirements could
also adversely affect our results of operations. Our success will
depend in part on our ability to manage continued global political
and/or economic uncertainty.
We primarily sell world commodities. Historically, local prices
have adjusted relatively quickly to offset the effect of local currency
devaluations, although we cannot guarantee this in the future. Due
to recent pricing controls on many consumer products instituted by
the Argentina government, we expect that it will take longer than
in the past to achieve pricing improvement in that country. We may
hedge transactions that are denominated in a currency other than
the currency of the operating unit entering into the underlying
transaction. We are subject to the risks normally attendant to such
hedging activities.
Raw material and energy price fluctuations, and supply interruptions
and shortages could adversely affect our results of operations.
Our finished products are made primarily from corn. Purchased corn
and other raw material costs account for between 40 percent and
65 percent of finished product costs. Some of our products are based
upon specific varieties of corn that are produced in significantly less
volumes than yellow dent corn. These specialty grains are higher-cost
due to their more limited supply and require planning cycles of up to
three years in order for us to receive our desired amount of specialty
corn. Also, we utilize tapioca in the manufacturing of starch products
in Thailand. If our raw materials are not available in sufficient quantities
or quality, our results of operations could be negatively impacted.
Energy costs represent approximately 10 percent of our finished
product costs. We use energy primarily to create steam in our pro-
duction process and to dry product. We consume coal, natural gas,
electricity, wood and fuel oil to generate energy. In Pakistan, the
overall economy has been slowed by severe energy shortages which
both negatively impact our ability to produce sweeteners and starches,
and also negatively impacts the demand from our customers due to
their inability to produce their end products because of the shortage
of reliable energy.
The market prices for our raw materials may vary considerably
depending on supply and demand, world economies and other factors.
We purchase these commodities based on our anticipated usage and
future outlook for these costs. We cannot assure that we will be able
to purchase these commodities at prices that we can adequately pass
on to customers to sustain or increase profitability.
In North America, we sell a large portion of our finished products
at firm prices established in supply contracts typically lasting for
periods of up to one year. In order to minimize the effect of volatility
in the cost of corn related to these firm-priced supply contracts, we
enter into corn futures and options contracts, or take other hedging
positions in the corn futures market. We are unable to directly hedge
price risk related to co-product sales; however, we enter into hedges
of soybean oil (a competing product to our animal feed and corn oil)
in order to mitigate the price risk of animal feed and corn oil sales.
These derivative contracts typically mature within one year. At expi-
ration, we settle the derivative contracts at a net amount equal to
the difference between the then-current price of corn (or soybean
oil) and the derivative contract price. These hedging instruments are
subject to fluctuations in value; however, changes in the value of the
underlying exposures we are hedging generally offset such fluctuations.
The fluctuations in the fair value of these hedging instruments may
affect the cash flow of the Company. We fund any unrealized losses
or receive cash for any unrealized gains on a daily basis. While the
corn 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. Outside
of North America, sales of finished products under long-term, firm-
priced supply contracts are not material. We also use over-the-counter
natural gas swaps to hedge portions of our natural gas costs, primarily
in our North American operations.
Due to market volatility, we cannot assure that we can adequately
pass potential increases in the cost of corn and other raw materials on
to customers through product price increases or purchase quantities of
corn and other raw materials at prices sufficient to sustain or increase
our profitability.
Our corn and raw material costs account for 40 percent to 65 percent
of our product costs. The price and availability of corn and other raw
materials is influenced by economic and industry conditions, including
supply and demand factors such as crop disease and severe weather
conditions such as drought, floods or frost that are difficult to anticipate
and which we cannot control. There is also a demand for corn in the
US to produce ethanol which has been significantly impacted by US
governmental policies designed to encourage the production of ethanol.
8 Ingredion Incorporated
Our profitability may be affected by other factors beyond our control.
The uncertainty of acceptance of products developed through
biotechnology could affect our profitability.
Our operating income and ability to increase profitability depend
to a large extent upon our ability to price finished products at a level
that will cover manufacturing and raw material costs and provide an
acceptable profit margin. Our ability to maintain appropriate price levels
is determined by a number of factors largely beyond our control, such
as aggregate industry supply and market demand, which may vary
from time to time, and the economic conditions of the geographic
regions where we conduct our operations.
We operate in a highly competitive environment and it may be difficult
to preserve operating margins and maintain market share.
We operate in a highly competitive environment. Many of our products
compete with virtually identical or similar products manufactured by
other companies in the starch and sweetener industry. In the United
States, there are competitors, several of which are 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. Fluctuation
in prices of these competing products may affect prices of, and profits
derived from, our products. In addition, government programs sup-
porting sugar prices indirectly impact the price of corn sweeteners,
especially HFCS. Competition in markets in which we compete is
largely based on price, quality and product availability.
Changes in consumer preferences and perceptions may lessen the demand
for our products, which could reduce our sales and profitability and
harm our business.
Food products are often affected by changes in consumer tastes,
national, regional and local economic conditions and demographic
trends. For instance, changes in prevailing health or dietary prefer-
ences causing consumers to avoid food products containing sweetener
products, including HFCS, in favor of foods that are perceived as being
more healthy, could reduce our sales and profitability, and such a
reduction could be material. Increasing concern among consumers,
public health professionals and government agencies about the poten-
tial health concerns associated with obesity and inactive lifestyles
represent a significant challenge to some of our customers, including
those engaged in the food and soft drink industries.
The commercial success of agricultural products developed through
biotechnology, including genetically modified corn, depends in part
on public acceptance of their development, cultivation, distribution
and consumption. Public attitudes can be influenced by claims that
genetically modified products are unsafe for consumption or that
they pose unknown risks to the environment even if such claims are
not based on scientific studies. These public attitudes can influence
regulatory and legislative decisions about biotechnology. The sale of
the Company’s products which may contain genetically modified corn
could be delayed or impaired because of adverse public perception
regarding the safety of the Company’s products and the potential effects
of these products on animals, human health and the environment.
Our information technology systems, processes, and sites may
suffer interruptions or failures which may affect our ability to
conduct our business.
Our information technology systems, some of which are dependent
on services provided by third parties, provide critical data connectiv-
ity, information and services for internal and external users. These
interactions include, but are not limited to, ordering and managing
materials from suppliers, 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 or tax requirements, and other processes necessary
to manage the business. We have put in place security measures to
protect ourselves against cyber-based attacks and disaster recovery
plans for our critical systems. However, if our information technology
systems are breached, damaged, or cease to function properly due to
any number of causes, such as catastrophic events, power outages,
security breaches, or cyber-based attacks, and our disaster recovery
plans do not effectively mitigate on a timely basis, we may encounter
disruptions that could interrupt our ability to manage our operations
and suffer damage to our reputation, which may adversely impact
our revenues, operating results and financial condition.
Our profitability could be negatively impacted if we fail to maintain
satisfactory labor relations.
Approximately 35 percent of our US and 47 percent of our non-US
employees are members of unions. Strikes, lockouts or other work
stoppages or slow downs involving our unionized employees could
have a material adverse effect on us.
Ingredion Incorporated 9
Our reliance on certain industries for a significant portion of our sales
could have a material adverse effect on our business.
Approximately 50 percent of our 2013 sales were made to companies
engaged in the food industry and approximately 14 percent were
made to companies in the beverage industry. Additionally, sales to
the animal nutrition market, the paper and corrugating industry, and
the brewing industry represented approximately 12 percent, 9 percent
and 8 percent of our 2013 net sales, respectively. If our food customers,
beverage customers, brewing industry customers, paper and corrugat-
ing customers or animal feed customers were to substantially decrease
their purchases, our business might be materially adversely affected.
Natural disasters, war, acts and threats of terrorism, pandemic and
other significant events could negatively impact our business.
If the economies of any countries where we sell or manufacture
products are affected by natural disasters; such as earthquakes, floods
or severe weather; war, acts of war or terrorism; or the outbreak of
a pandemic such as Severe Acute Respiratory Syndrome (“SARS”) or
the Avian Flu; it could result in asset write-offs, decreased sales and
overall reduced cash flows.
Government policies and regulations in general, and specifically
affecting agriculture-related businesses, could adversely affect our
operating results.
Our operating results could be affected by changes in trade, monetary
and fiscal policies, laws and regulations, and other activities of
United States and foreign governments, agencies, and similar organi-
zations. These conditions include but are not limited to changes in
a country’s or region’s economic or political conditions, trade regula-
tions affecting production, pricing and marketing of products, local
labor conditions and regulations, reduced protection of intellectual
property rights, changes in the regulatory or legal environment,
restrictions on currency exchange activities, currency exchange rate
fluctuations, burdensome taxes and tariffs, and other trade barriers.
International risks and uncertainties, including changing social and
economic conditions as well as terrorism, political hostilities, and
war, could limit our ability to transact business in these markets and
could adversely affect our revenues and operating results.
Due to cross-border disputes, our operations could be adversely
affected by actions taken by the governments of countries where
we conduct business.
The recognition of impairment charges on goodwill or long-lived
assets could adversely impact our future financial position and
results of operations.
We perform an annual impairment assessment for goodwill and our
indefinite-lived intangible assets, and as necessary, for other long-
lived assets. If 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 and/or
long-lived assets and the amount of the impairment charge could be
material. Our annual impairment assessment as of October 1, 2013
did not result in any additional impairment charges for the year.
Even though it was determined that there was no additional
long-lived asset impairment as of October 1, 2013, 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 October 1, 2014.
Changes in our tax rates or exposure to additional income tax
liabilities could impact our profitability.
We are subject to income taxes in the United States and in various
other foreign jurisdictions. Our effective tax rates could be adversely
affected by changes in the mix of earnings by jurisdiction, changes in
tax laws or tax rates including potential tax reform in the US to broaden
the tax base and reduce deductions or credits, changes in the valua-
tion of deferred tax assets and liabilities, and material adjustments
from tax audits.
In particular, the carrying value of deferred tax assets, which
are predominantly in the US, United Kingdom, Mexico and Korea,
is dependent upon our ability to generate future taxable income in
these jurisdictions. In addition, the amount of income taxes we pay
is subject to ongoing audits in various jurisdictions and a material
assessment by a governing tax authority could affect our profitability.
Operating difficulties at our manufacturing plants could adversely
affect our operating results.
Producing starches and sweeteners through corn refining is a
capital intensive industry. We have 36 plants and have preventive
maintenance and de-bottlenecking programs designed to maintain
and improve grind capacity and facility reliability. If we encounter
operating difficulties at a plant for an extended period of time or
start-up problems with any capital improvement projects, we may
not be able to meet a portion of sales order commitments and could
incur significantly higher operating expenses, both of which could
adversely affect our operating results. We also use boilers to gener-
ate steam required in our manufacturing processes. An event that
impaired the operation of a boiler for an extended period of time
could have a significant adverse effect on the operations of any
plant where such event occurred.
10 Ingredion Incorporated
Also, we are subject to risks related to such matters as product
quality or contamination; compliance with environmental, health and
safety regulations; and customer product liability claims. The liability
which could result from these risks may not always be covered by, or
could exceed the limits of the insurance coverage related to product
liability and food safety matters that we maintain. In addition, nega-
tive publicity caused by product liability and food safety matters may
damage our reputation. The occurrence of any of the matters described
above could adversely affect our revenues and operating results.
We may not have access to the funds required for future growth
and expansion.
We may need additional funds to grow and expand our operations.
We expect to fund our capital expenditures from operating cash flow
to the extent we are able to do so. If our operating cash flow is insuf-
ficient to fund our capital expenditures, we may either reduce our
capital expenditures or utilize our general credit facilities. For further
strategic growth through mergers or acquisitions, we may also seek
to generate additional liquidity through the sale of debt or equity
securities in private or public markets or through the sale of non-
productive assets. We cannot provide any assurance that our cash
flows from operations will be sufficient to fund anticipated capital
expenditures or that we will be able to obtain additional funds from
financial markets or from the sale of assets at terms favorable to us.
If we are unable to generate sufficient cash flows or raise sufficient
additional funds to cover our capital expenditures or other strategic
growth opportunities, we may not be able to achieve our desired
operating efficiencies and expansion plans, which may adversely
impact our competitiveness and, therefore, our results of operations.
We may not successfully identify and complete acquisitions or
strategic alliances on favorable terms or achieve anticipated synergies
relating to any acquisitions or alliances, and such acquisitions could
result in unforeseen operating difficulties and expenditures and require
significant management resources.
We regularly review potential acquisitions of complementary
businesses, technologies, services or products, as well as potential
strategic alliances. We may be unable to find suitable acquisition
candidates or appropriate partners with which to form partnerships
or strategic alliances. Even if we identify appropriate acquisition or
alliance candidates, we may be unable to complete such acquisitions
or alliances on favorable terms, if at all. In addition, the process of
integrating an acquired business, technology, service or product into
our existing business and operations may result in unforeseen operat-
ing difficulties and expenditures. Integration of an acquired company
also may require significant management resources that otherwise
would be available for ongoing development of our business. Moreover,
we may not realize the anticipated benefits of any acquisition or
strategic alliance, and such transactions may not generate antici-
pated financial results. Future acquisitions 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.
An inability to contain costs could adversely affect our future
profitability and growth.
Our future profitability and growth depends on our ability to contain
operating costs and per-unit product costs and to maintain and/or
implement effective cost control programs, while at the same time
maintaining competitive pricing and superior quality products, cus-
tomer service and support. Our ability to maintain a competitive
cost structure depends on continued containment of manufacturing,
delivery and administrative costs, as well as the implementation of
cost-effective purchasing programs for raw materials, energy and
related manufacturing requirements.
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.
Volatility in the stock market, fluctuations in quarterly operating
results and other factors could adversely affect the market price
of our common stock.
The market price for our common stock may be significantly affected
by factors such as our announcement of new products or services or
such announcements by our competitors; technological innovation
by us, our competitors or other vendors; quarterly variations in our
operating results or the operating results of our competitors; general
conditions in our or our customers’ markets; and changes in the earn-
ings estimates by analysts or reported results that vary materially
from such estimates. In addition, the stock market has experienced
significant price fluctuations that have affected the market prices of
equity securities of many companies that have been unrelated to
the operating performance of any individual company.
No assurance can be given that we will continue to pay dividends.
The payment of dividends is at the discretion of our Board of Directors
and will be subject to our financial results and the availability of surplus
funds to pay dividends.
Item 1B. Unresolved Staff Comments
None
Ingredion Incorporated 11
We believe our manufacturing facilities are sufficient to meet
our current production needs. We have preventive maintenance and
de-bottlenecking programs designed to further improve grind
capacity and facility reliability.
We have electricity co-generation facilities at all of our US and
Canadian plants with the exception of Indianapolis, North Kansas
City, Stockton, Charleston and Mapleton, as well as at our plants in
San Juan del Rio, Mexico; Mexico City, Mexico; Baradero, Argentina;
and Balsa Nova and Mogi-Guacu, Brazil, that provide electricity at a
lower cost than is available from third parties. We generally own and
operate these co-generation facilities, except for the facilities at our
Cardinal, Ontario; and Balsa Nova and Mogi-Guacu, Brazil locations,
which are owned by, and operated pursuant to co-generation agree-
ments with third parties.
In recent years, we have made significant capital expenditures to
update, expand and improve our facilities, spending $298 million in
2013. We believe these capital expenditures will allow us to operate
efficient facilities for the foreseeable future. We currently anticipate
that capital expenditures for 2014 will approximate $300 million to
$350 million.
Item 3. Legal Proceedings
As previously reported, on April 22, 2011, Western Sugar and two
other sugar companies filed a complaint in the U.S. District Court for
the Central District of California against the Corn Refiners Association
(“CRA”) and certain of its member companies, including us, alleging
false and/or misleading statements relating to high fructose corn syrup
in violation of the Lanham Act and California’s unfair competition law.
The complaint seeks injunctive relief and unspecified damages. On
May 23, 2011, the plaintiffs amended the complaint to add additional
plaintiffs, among other reasons.
On July 1, 2011, the CRA and the member companies in the case
filed a motion to dismiss the first amended complaint on multiple
grounds. On October 21, 2011, the U.S. District Court for the Central
District of California dismissed all Federal and state claims against
us and the other members of the CRA, with leave for the plaintiffs
to amend their complaint, and also dismissed all state law claims
against the CRA.
The state law claims against the CRA were dismissed pursuant to
a California law known as the anti-SLAPP (Strategic Lawsuit Against
Public Participation) statute, which, according to the court’s opinion,
allows early dismissal of meritless first amendment cases aimed at
chilling expression through costly, time-consuming litigation. The
court held that the CRA’s statements were protected speech made
in a public forum in connection with an issue of public interest (high
fructose corn syrup). Under the anti-SLAPP statute, the CRA is entitled
to recover its attorney’s fees and costs from the plaintiffs.
Item 2. Properties
We operate, directly and through our consolidated subsidiaries,
36 manufacturing facilities, all of which are owned. In addition, we
lease our corporate headquarters in Westchester, Illinois and our
research and development facility in Bridgewater, New Jersey.
The following list details the locations of our manufacturing
facilities within each of our four reportable business segments:
North America
Cardinal, Ontario, Canada
London, Ontario, Canada
Port Colborne, Ontario, Canada
San Juan del Rio, Queretaro, Mexico
Guadalajara, Jalisco, Mexico
Mexico City, Edo, Mexico
Stockton, California, U.S.
Bedford Park, Illinois, U.S.
Mapleton, Illinois, U.S.
Indianapolis, Indiana, U.S.
North Kansas City, Missouri, U.S.
Winston-Salem, North Carolina, U.S.
Charleston, South Carolina, U.S.
South America
Baradero, Argentina
Chacabuco, Argentina
Balsa Nova, Brazil
Cabo, Brazil
Conchal, Brazil
Mogi-Guacu, Brazil
Rio de Janeiro, Brazil
Trombudo, Brazil
Barranquilla, Colombia
Cali, Colombia
Lima, Peru
Asia Pacific
Lane Cove, Australia
Shanghai, China
Ichon, South Korea
Inchon, South Korea
Ban Kao Dien, Thailand
Kalasin, Thailand
Sikhiu, Thailand
EMEA
Cornwala, Pakistan
Faisalabad, Pakistan
Mehran, Pakistan
Hamburg, Germany
Goole, United Kingdom
12 Ingredion Incorporated
On November 18, 2011, the plaintiffs filed a second, amended
complaint against certain of the CRA member companies, including
us, seeking to reinstate the federal law claims, but not the state law
claims, against certain of the CRA member companies, including us.
On December 16, 2011, the CRA member companies filed a motion to
dismiss the second amended complaint on multiple grounds. On July 31,
2012, the U.S. District Court for the Central District of California denied
the motion to dismiss for all CRA member companies other than
Roquette America, Inc.
On September 4, 2012, we and the other CRA member companies
that remain defendants in the case filed an answer to the plaintiffs’
second, amended complaint that, among other things, added a coun-
terclaim against the Sugar Association. The counterclaim alleges that
the Sugar Association has made false and misleading statements that
processed sugar differs from high fructose corn syrup in ways that are
beneficial to consumers’ health (i.e., that consumers will be healthier
if they consume foods and beverages containing processed sugar
instead of high fructose corn syrup). The counterclaim, which was
filed in the U.S. District Court for the Central District of California,
seeks injunctive relief and unspecified damages. Although the counter-
claim was initially only filed against the Sugar Association, the Company
and the other CRA member companies that remain defendants in the
Western Sugar case have reserved the right to add other plaintiffs to
the counterclaim in the future.
On October 29, 2012, the Sugar Association and the other plaintiffs
filed a motion to dismiss the counterclaim and certain related portions
of the defendants’ answer, each on multiple grounds. On December 10,
2012, the remaining member companies which are defendants in
the case responded to the motion to dismiss the counterclaim. On
January 14, 2013, the plaintiffs filed a reply to the defendants’ response
to the motion to dismiss. On September 16, 2013, the U.S. District Court
for the Central District of California denied the motion to dismiss the
counterclaim, which entitles the Company and the other CRA member
companies to continue to pursue the counterclaim against the Sugar
Association and the other plaintiffs.
We continue to believe that the second, amended complaint is
without merit and intend to vigorously defend this case. In addition,
we intend to vigorously pursue our rights in connection with the
counterclaim.
We are currently subject to various other claims and suits arising
in the ordinary course of business, including certain environmental
proceedings and product liability claims. We do not believe that the
results of such legal proceedings, even if unfavorable to us, will be
material to us. There can be no assurance, however, that such claims
or suits or those arising in the future, whether taken individually or
in the aggregate, will not have a material adverse effect on our finan-
cial condition or results of operations.
Item 4. Mine Safety Disclosures
Not applicable.
Part II
Item 5. Market for Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities
Shares of our common stock are traded on the New York Stock
Exchange (“NYSE”) under the ticker symbol “INGR.” The number of
holders of record of our common stock was 5,428 at January 31, 2014.
We have a history of paying quarterly dividends. The amount and
timing of the dividend payment, if any, is based on a number of factors
including estimated earnings, financial position and cash flow. The pay-
ment of a dividend is solely at the discretion of our Board of Directors.
Future dividend payments will be subject to our financial results and
the availability of funds and statutory surplus to pay dividends.
The quarterly high and low sales prices for our common stock and
cash dividends declared per common share for 2012 and 2013 are
shown below.
2013
Market prices
High
Low
Per share dividends declared
2012
Market prices
High
Low
Per share dividends declared
1st Qtr
2nd Qtr
3rd Qtr
4th Qtr
$72.58
62.44
$÷0.38
$74.31
62.65
$÷0.38
$72.19
60.62
$÷0.38
$70.48
63.49
$÷0.42
$58.38
50.59
$÷0.20
$58.87
47.26
$÷0.20
$56.57
45.30
$÷0.26
$66.66
54.57
$÷0.26
Issuer Purchases of Equity Securities
The following table summarizes information with respect to our
purchases of our common stock during the fourth quarter of 2013.
Shares in thousands
Oct. 1 – Oct. 31, 2013
Nov. 1 – Nov. 30, 2013
Dec. 1 – Dec. 31, 2013
Total
Total
Number
of Shares
Purchased
–
2,029
476
2,505
Average
Price Paid
Per Share
–
68.30
69.62
68.55
Maximum
Number (or
Approximate
Dollar Value)
of Shares
that may yet
be Purchased
Under the
Plans or
Programs at
end of period
2,505 shares
476 shares
4,000 shares
Total
Number
of Shares
Purchased
as part
of Publicly
Announced
Plans or
Programs
–
2,029
476
2,505
On December 13, 2013, the Board of Directors authorized a new
stock repurchase program permitting the Company to purchase up
to 4 million of its outstanding common shares through December 12,
2018. The Company’s previous stock repurchase program permitting
the purchase of up to 5 million shares was completed in the fourth
quarter upon the repurchase of 2.5 million shares at an average price
of $68.55 per share. As of December 31, 2013, we had not repurchased
any shares under the new program, leaving 4 million shares available
for repurchase.
Ingredion Incorporated 13
Item 6. Selected Financial Data
Selected financial data is provided below.
In millions, except per share amounts
2013
2012
2011
2010(a)
2009
Summary of operations:
Net sales
Net income attributable
to Ingredion
Net earnings per common
share of Ingredion:
Basic
Diluted
Cash dividends
declared per common
share of Ingredion
Balance sheet data:
Working capital
Property, plant and
equipment – net
Total assets
Long-term debt
Total debt
Redeemable
common stock
Total equity (f)
Shares outstanding,
year end
Additional data:
Depreciation and
amortization
Capital expenditures
$6,328
$6,532
$6,219
$4,367
$3,672
396
428(b)
416(c)
169(d)
41(e)
$÷÷5.14 $÷5.59(b) $÷5.44(c) $««2.24(d) $0.55(e)
$÷÷5.05 $÷5.47(b) $÷5.32(c) $««2.20(d) $0.54(e)
$÷1.56
$÷0.92
$÷0.66
$««0.56
$÷0.56
$1,394
$1,427
$1,176
$÷«881
$÷«450
2,156
5,360
1,717
1,810
2,193
5,592
1,724
1,800
2,156
5,317
1,801
1,949
2,156
5,040
1,681
1,769
1,594
2,952
408
544
–
$2,429
–
$2,459
–
$2,133
–
$2,001
14
$1,704
74.3
77.0
75.9
76.0
74.9
$÷«194
298
$÷«211
313
$÷«211
263
$÷«155
159
$÷«130
146
(a) Includes National Starch from October 1, 2010 forward.
(b) Includes a $13 million benefit from the reversal of a valuation allowance that had been recorded against
net deferred tax assets of our Korean subsidiary ($0.16 per diluted common share), after-tax charges
for impaired assets and restructuring costs of $23 million ($0.29 per diluted common share), an after-tax
gain from a change in a North American benefit plan of $3 million ($0.04 per diluted common share),
after-tax costs of $3 million ($0.03 per diluted common share) relating to the integration of National
Starch and an after-tax gain from the sale of land sale of $2 million ($0.02 per diluted common share).
See Notes 3 and 7 of the notes to the consolidated financial statements included in this Annual Report
on Form 10-K for additional information.
(c) Includes a $58 million NAFTA award ($0.75 per diluted common share) received from the Government of
the United Mexican States, an after-tax gain of $18 million ($0.23 per diluted common share) pertaining
to a change in a postretirement plan, after-tax charges of $7 million for restructuring costs ($0.08 per
diluted common share) and after-tax costs of $21 million ($0.26 per diluted common share) relating to
the integration of National Starch. See Notes 3, 8 and 11 of the notes to the consolidated financial state-
ments included in this Annual Report on Form 10-K for additional information.
(d) Includes $14 million of after-tax charges for bridge loan and other financing costs ($0.18 per diluted
common share), after-tax costs related to the National Starch acquisition of $26 million ($0.34 per diluted
common share), after-tax charges of $22 million ($0.29 per diluted common share) for impaired assets
and other costs primarily associated with our operations in Chile and after-tax charges of $18 million
($0.23 per diluted common share) relating to the sale of National Starch inventory that was adjusted to
fair value at the acquisition date in accordance with business combination accounting rules.
(e) Includes after-tax charges for impaired assets and restructuring costs of $110 million, or $1.47 per diluted
common share.
(f) Includes non-controlling interests.
Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
Overview
We are a major supplier of high-quality food and industrial ingredients
to customers around the world. We have 36 manufacturing plants
located throughout North America, South America, Asia Pacific and
Europe, the Middle East and Africa (“EMEA”), and we manage and
operate our businesses at a regional level. We believe this approach
provides us with a unique understanding of the cultures and product
requirements in each of the geographic markets in which we operate,
bringing added value to our customers. Our ingredients are used by
customers in the food, beverage, animal feed, paper and corrugating,
and brewing industries, among others.
Our Strategic Blueprint continues to guide our decision making and
strategic choices with an emphasis on value-added ingredients for our
customers. The foundation of our Strategic Blueprint is operational
excellence, which includes our focus on safety, quality and continuous
improvement. We see growth opportunities in three areas. First is
organic growth as we expand our current business. Second, we are
focused on innovation and expect to grow through the development
of new, on-trend products. Finally, we look for growth from geographic
expansion as we extend our reach to new locations. The ultimate goal
of these strategies and actions is to deliver increased shareholder value.
Critical success factors in our business include managing our
significant manufacturing costs, including corn, other raw materials
and utilities. In addition, due to our global operations we are exposed
to fluctuations in foreign currency exchange rates. We use derivative
financial instruments, when appropriate, for the purpose of minimiz-
ing the risks and/or costs associated with fluctuations in certain raw
material and energy costs, foreign exchange rates and interest rates.
Also, the capital intensive nature of our business requires that we
generate significant cash flow over time in order to selectively reinvest
in our operations and grow organically, as well as through strategic
acquisitions and alliances. We utilize certain key financial metrics
relating to working capital, debt and return on capital employed to
monitor our progress toward achieving our strategic business objec-
tives (see section entitled “Key Financial Performance Metrics”).
Net sales, operating income, net income and diluted earnings per
common share for 2013 decreased from our record levels of 2012. The
decreased earnings were driven principally by poor operating results
in our South America business. Our inability to increase selling prices
to a level sufficient to recover higher costs, primarily in Argentina,
and the reduced absorption of fixed manufacturing costs as a result
of lower sales volumes due to soft demand from a weaker economy,
drove the earnings decline in South America. We anticipate that our
business in the Southern Cone of South America will continue to be
challenged with high production costs, the devaluation of the Argentine
peso, product pricing limitations and volume pressures in 2014.
14 Ingredion Incorporated
We expect that it will continue to take longer to achieve pricing
improvement in the Southern Cone of South America to recapture
the unfavorable impact of the devaluation of the Argentine Peso,
compared to our historical experience, due to price controls on many
consumer products instituted by the government of Argentina. In
North America, our largest segment, we performed well as operating
income declined only 2 percent from our record performance of 2012
despite the challenges created by historically high corn prices driven
by the worst drought in decades, low sugar prices and soft consumer
volumes. Asia Pacific delivered another year of volume and operating
income growth; while EMEA continued to show volume strength,
although operating income declined slightly due to unfavorable cur-
rency translation and higher energy costs in Pakistan.
We generated good operating cash flow that we used to invest
in our business and to repurchase 3.4 million of our common shares.
We also increased the cash dividend on our common stock by over
60 percent in 2013. Our balance sheet is strong and positions us well
for future strategic initiatives.
Looking ahead, we anticipate that our operating income will grow
in 2014 compared to 2013. In North America, although we anticipate
net sales to decline as we pass along lower corn prices to our customers,
we expect our operating income to slightly improve based on the
anticipated mix of products to be sold. South American net sales and
operating income are expected to increase as volumes improve in
the segment; however, we are cautious of potential continued difficult
political and economic conditions in Argentina. Net sales and operating
income are anticipated to improve in 2014 in both our Asia Pacific
and EMEA segments with increases in net sales reflecting anticipated
volume growth and a more favorable mix of product sales.
We currently expect that our available cash balances, future cash
flow from operations and borrowing capacity under our credit facilities
will provide us with sufficient liquidity to fund our anticipated capital
expenditures, dividends and other investing and/or financing activities
for the foreseeable future.
Results of Operations
We have significant operations in North America, South America,
Asia Pacific and EMEA. For most of our foreign subsidiaries, the local
foreign currency is the functional currency. Accordingly, revenues
and expenses denominated in the functional currencies of these
subsidiaries are translated into US dollars (“USD”) at the applicable
average exchange rates for the period. Fluctuations in foreign cur-
rency exchange rates affect the US dollar amounts of our foreign
subsidiaries’ revenues and expenses. The impact of foreign currency
exchange rate changes, where significant, is provided below.
2013 Compared to 2012
Net Income attributable to Ingredion Net income attributable to
Ingredion for 2013 decreased to $396 million, or $5.05 per diluted
common share, from 2012 net income of $428 million, or $5.47 per
diluted common share. Our results for 2012 included after-tax charges
of $16 million ($0.20 per diluted common share) for impaired assets
and restructuring costs in Kenya, China and Colombia (see Note 3
of the notes to the consolidated financial statements for additional
information), after-tax restructuring charges of $7 million ($0.09 per
diluted common share) relating to our manufacturing optimization plan
in North America, and after-tax costs of $3 million ($0.03 per diluted
common share) associated with our integration of National Starch.
Additionally, our 2012 results included the reversal of a $13 million
valuation allowance that had been recorded against net deferred tax
assets of our Korean subsidiary ($0.16 per diluted common share), an
after-tax gain from a change in a benefit plan of $3 million ($0.04 per
diluted common share) and an after-tax gain from the sale of land
of $2 million ($0.02 per diluted common share).
Without the impairment/restructuring charges, the reversal of
the Korean deferred tax asset valuation allowance, the gain from the
benefit plan change, the gain from the land sale and the integration
costs in 2012, net income and diluted earnings per common share for
2013 would have declined 9 percent from 2012. This decline in net
income primarily reflects lower operating income driven principally
by significantly reduced operating income in South America.
Net Sales Net sales for 2013 decreased to $6.33 billion from
$6.53 billion in 2012, primarily reflecting reduced sales in South
America and North America.
A summary of net sales by reportable business segment is
shown below:
In millions
2013
2012
Increase
(Decrease)
% Change
North America
South America
Asia Pacific
EMEA
Total
$3,647
1,334
805
542
$6,328
$3,741
1,462
816
513
$6,532
$÷(94)
(128)
(11)
29
$(204)
(3)fi
(9)fi
(1)fi
6fi
(3)fi
The decrease in net sales primarily reflects a 3 percent volume
reduction and unfavorable currency translation of 3 percent attribut-
able to weaker foreign currencies relative to the US dollar, which
more than offset improved price/product mix of 3 percent.
Ingredion Incorporated 15
Other Income – Net Other income-net of $16 million for 2013 decreased
from other income-net of $22 million in 2012. This decrease primarily
reflects the effects of a $5 million gain from a change in a North
America benefit plan and a $2 million gain from a land sale, both of
which were recorded in the fourth quarter of 2012.
Operating Income A summary of operating income is shown below:
In millions
North America
South America
Asia Pacific
EMEA
Corporate expenses
Restructuring/
impairment charges
Gain from change in
benefit plans
Integration costs
Gain from sale of land
Operating income
Favorable
(Unfavorable)
Variance
Favorable
(Unfavorable)
% Change
2013
$401
116
97
74
(75)
2012
$408
198
95
78
(78)
$÷(7)
(82)
2
(4)
3
–
(36)
36
–
–
–
$613
5
(4)
2
$668
(5)
4
(2)
$(55)
(2)fi
(41)fi
2fi
(6)fi
4fi
NM
NM
NM
NM
(8)fi
Operating income for 2013 declined to $613 million from
$668 million in 2012. Operating income for 2012 included $20 million
of charges for impaired assets and restructuring costs in Kenya, $11 mil-
lion of restructuring charges to reduce the carrying value of certain
equipment associated with our manufacturing optimization plan in
North America, $5 million of charges for impaired assets in China and
Colombia, and $4 million of costs pertaining to the integration of
National Starch. Additionally, operating income for 2012 included
the $5 million gain from the benefit plan change in North America
and a $2 million gain from the sale of land. Without the impairment/
restructuring charges, integration costs, the gain from the benefit
plan change, and the gain from the land sale, operating income for
2013 would have decreased 13 percent, primarily reflecting reduced
operating income in South America. Unfavorable currency translation
associated with weaker foreign currencies caused operating income
to decline by approximately $21 million from 2012.
North America operating income decreased 2 percent to
$401 million from $408 million in 2012. Lower volumes due to reduced
customer demand drove the operating income decline. Improved
product selling prices and manufacturing cost saving initiatives limited
the unfavorable impact of the reduced sales volume. Currency trans-
lation associated with a weaker Canadian dollar caused operating
income to decrease by approximately $3 million in North America.
South America operating income decreased 41 percent to $116 million
from $198 million in 2012. The decrease was driven by significantly
weaker results in the Southern Cone of South America and in Brazil.
Net sales in North America decreased 3 percent, as a 4 percent
volume decline and slightly unfavorable currency translation attribut-
able to a weaker Canadian dollar, more than offset improved price/
product mix of 2 percent. Increased selling prices helped to offset
higher corn costs. Net sales in South America decreased 9 percent,
as a 10 percent decline attributable to weaker foreign currencies and
a 2 percent volume reduction, more than offset a 3 percent price/
product mix improvement. The volume reduction primarily reflects
weaker economic conditions, particularly in the Southern Cone of
South America and in Brazil, and reduced sales to the brewing industry
where excess industry capacity resulted in weaker brewery demand
for high maltose in Brazil. Asia Pacific net sales declined 1 percent,
as a volume decline of 2 percent and slightly unfavorable currency
translation effects more than offset a 1 percent price/product mix
improvement. The volume reduction reflects the effect of the fourth
quarter 2012 sale of our investment in our Chinese non-wholly-owned
consolidated subsidiary, Shouguang Golden Far East Modified Starch
Co., Ltd. (“GFEMS”). Without net sales of $23 million from GFEMS in
2012, Asia Pacific net sales for 2013 would have increased 2 percent
and volume would have grown 1 percent from a year ago. EMEA net
sales grew 6 percent reflecting price/product mix improvement of
8 percent and 1 percent volume growth, which more than offset unfa-
vorable currency translation of 3 percent. Without an $11 million sales
reduction attributable to the closure of our plant in Kenya, EMEA net
sales for 2013 would have increased approximately 8 percent and
volume would have grown approximately 3 percent from 2012.
Cost of Sales Cost of sales for 2013 decreased 2 percent to $5.20 billion
from $5.29 billion in 2012. Higher raw material costs were more than
offset by reduced volume, the effects of currency translation and the
impacts of continued cost savings focus. Pricing actions by us limited
the unfavorable impact of higher raw material costs on our operating
income. Currency translation caused cost of sales for 2013 to decrease
approximately 3 percent from 2012, reflecting the impact of weaker
foreign currencies, particularly in South America. Gross corn costs
per ton for 2013 increased approximately 1 percent from 2012, driven
by higher market prices for corn. Additionally, energy costs increased
approximately 2 percent from 2012; primarily reflecting higher costs in
Korea and Pakistan. Our gross profit margin for 2013 was 18 percent,
compared to 19 percent in 2012, primarily reflecting lower gross profits
in South America.
Selling, General and Administrative Expenses Selling, general and
administrative (“SG&A”) expenses for 2013 declined to $534 million
from $556 million in 2012. The decrease was driven principally by
foreign currency weakness and cost savings initiatives. Currency
translation caused SG&A expenses for 2013 to decrease approximately
3 percent from 2012. SG&A expenses represented approximately
8 percent of net sales in 2013, consistent with 2012.
16 Ingredion Incorporated
Our inability to increase selling prices to a level sufficient to recover
higher corn, energy and labor costs, primarily in Argentina, and the
reduced absorption of fixed manufacturing costs as a result of lower
sales volumes due to soft demand from a weaker economy, drove the
earnings decline. Translation effects associated with weaker South
American currencies (particularly the Argentine Peso and Brazilian
Real) caused operating income to decrease by approximately $14 mil-
lion. We anticipate that our business in South America will continue to
be challenged with high production costs, local currency devaluation,
product pricing limitations and volume pressures in 2014. Asia Pacific
operating income rose 2 percent to $97 million from $95 million in
2012. This increase primarily reflects organic volume growth and
slightly higher product selling prices, which more than offset higher
local production costs and the impact of weaker foreign currencies.
Unfavorable translation effects associated with weaker foreign curren-
cies caused Asia Pacific operating income to decrease by approximately
$1 million. EMEA operating income decreased 6 percent to $74 million
from $78 million in 2012. The decrease primarily reflects the impacts
of weaker foreign currencies and higher local production and energy
costs, which more than offset improved product price/mix and volume
growth. Translation effects associated with weaker foreign currencies
(particularly the Pakistan Rupee) caused EMEA operating income to
decrease by approximately $3 million. Energy infrastructure in Pakistan
remains problematic and we continue to face challenges resulting from
related power shortages and higher energy costs in that country.
Financing Costs – Net Financing costs-net decreased slightly to
$66 million in 2013 from $67 million in 2012. The decrease primarily
reflects reduced interest expense driven by lower average borrowings
and interest rates and an increase in interest income attributable to
our higher cash balances, partially offset by an increase in foreign
currency transaction losses.
Provision for Income Taxes Our effective tax rate was 26.3 percent in
2013, as compared to 27.8 percent in 2012. Our effective tax rate for
2013 includes approximately $2 million of tax benefits related to the
January 2, 2013 enactment of the US American Taxpayer Relief Act of
2012. The Company also received a favorable tax determination from
the Canadian courts during 2013 that resulted in approximately $4 mil-
lion of tax benefits related to prior years, and an additional $2 million
related to the current year. In addition, the Company recognized
approximately $11 million of tax favorability related to net changes in
previously unrecognized tax benefits and global provision to return
adjustments. Our effective income tax rate for 2012 includes the
effects of the discrete reversal of a $13 million valuation allowance
that had been recorded against net deferred tax assets of our Korean
subsidiary, the recognition of an income tax benefit of $8 million
related to our $20 million restructuring charge in Kenya and the associ-
ated tax write-off of the investment. Additionally, in 2012 we recorded
a $4 million pre-tax charge related to the disposition of GFEMS, which
is not expected to produce a realizable tax benefit. Without the impact
of the items described above, our effective tax rates for 2013 and 2012
would have been approximately 30 percent in both periods. See also
Note 7 of the notes to the consolidated financial statements.
Net Income Attributable to Non-controlling Interests Net income
attributable to non-controlling interests was $7 million in 2013, up
from $6 million in 2012. The increase reflects the impact of our 2012
sale of GFEMS and improved net income at our non-wholly-owned
operation in Pakistan.
Comprehensive Income We recorded comprehensive income of
$288 million in 2013, as compared with $366 million in 2012. The
decrease in comprehensive income primarily reflects a $125 million
unfavorable variance in the cumulative translation adjustment, a
$41 million unfavorable variance associated with our cash-flow hedg-
ing activity and our lower net income of $31 million, partially offset
by a $119 million favorable variance relating mainly to the improved
funded status of our pension and postretirement benefit plans. The
unfavorable variance in the cumulative translation adjustment reflects
a greater weakening in end of period foreign currencies relative to
the US dollar, as compared to a year ago.
2012 Compared to 2011
Net Income attributable to Ingredion Net income attributable to
Ingredion for 2012 increased to $428 million, or $5.47 per diluted
common share, from 2011 net income of $416 million, or $5.32 per
diluted common share. Our results for 2012 included after-tax charges
of $16 million ($0.20 per diluted common share) for impaired assets
and restructuring costs in Kenya, China and Colombia (see Note 3
of the notes to the consolidated financial statements for additional
information), after-tax restructuring charges of $7 million ($0.09 per
diluted common share) relating to our manufacturing optimization
plan in North America, and after-tax costs of $3 million ($0.03 per
diluted common share) associated with our integration of National
Starch. Additionally, our 2012 results included the reversal of a
$13 million valuation allowance that had been recorded against net
deferred tax assets of our Korean subsidiary ($0.16 per diluted common
share), an after-tax gain from a change in a benefit plan of $3 million
($0.04 per diluted common share) and an after-tax gain from the sale
of land of $2 million ($0.02 per diluted common share). Our results for
2011 included a $58 million NAFTA award ($0.75 per diluted common
share) received from the Government of the United Mexican States
(see Note 11 of the notes to the consolidated financial statements for
additional information) and an after-tax gain of $18 million ($0.23 per
diluted common share) pertaining to a change in a postretirement plan
Ingredion Incorporated 17
(see Note 8 of the notes to the consolidated financial statements for
additional information). Additionally, our 2011 results included after-tax
costs of $21 million ($0.26 per diluted common share) relating to
the integration of National Starch and after-tax restructuring charges
of $7 million ($0.08 per diluted common share) associated with our
manufacturing optimization plan in North America.
Without the impairment/restructuring charges, the reversal of
the Korean deferred tax asset valuation allowance, the gain from the
benefit plan change, the gain from the land sale and the integration
costs in 2012 and the integration costs, restructuring charges, NAFTA
award and gain from the postretirement plan change in 2011, net
income and diluted earnings per common share for 2012 would have
grown 19 percent from 2011. This net income growth primarily reflects
an increase in operating income in North America and, to a lesser
extent, in Asia Pacific. Reduced financing costs and a lower effective
income tax rate also contributed to the improved earnings.
Net Sales Net sales for 2012 increased to $6.53 billion from $6.22 billion
in 2011, as sales growth in North America and Asia Pacific more than
offset declines in South America and EMEA.
A summary of net sales by reportable business segment is
shown below:
In millions
2012
2011
Increase
(Decrease)
% Change
North America
South America
Asia Pacific
EMEA
Total
$3,741
1,462
816
513
$6,532
$3,356
1,569
764
530
$6,219
$«385
(107)
52
(17)
$«313
11fi
(7)fi
7fi
(3)fi
5fi
The increase in net sales primarily reflects improved price/
product mix of 6 percent and volume growth of 2 percent driven by
stronger demand from our beverage, brewing and food customers,
which more than offset unfavorable currency translation of 3 percent
attributable to weaker foreign currencies relative to the US dollar.
Net sales in North America increased 11 percent reflecting improved
price/product mix of 7 percent and volume growth of 4 percent driven
by stronger demand from our beverage, brewing and food customers.
Improved selling prices helped to offset higher corn costs. Net sales in
South America decreased 7 percent, as a 9 percent decline attributable
to weaker foreign currencies and a 3 percent volume reduction, more
than offset a 5 percent price/product mix improvement. The volume
decline primarily reflects a combination of weaker economic activity
in the segment and a transportation strike and labor issues that
impacted our customers in Argentina earlier in the year. Asia Pacific
net sales grew 7 percent, as volume growth of 5 percent and price/
product mix improvement of 3 percent, more than offset unfavorable
currency translation of 1 percent. EMEA net sales decreased 3 percent,
as unfavorable currency translation of 6 percent and a 1 percent volume
reduction resulting primarily from the closure of our manufacturing
plant in Kenya, more than offset a 4 percent price/product mix
improvement.
Cost of Sales Cost of sales for 2012 increased 4 percent to $5.29 billion
from $5.09 billion in 2011. The increase primarily reflects higher corn
costs and volume growth. Currency translation caused cost of sales
for 2012 to decrease approximately 3 percent from 2011, reflecting
the impact of weaker foreign currencies. Gross corn costs per ton for
2012 increased approximately 4 percent from 2011, driven by higher
market prices for corn. Additionally, energy costs increased approxi-
mately 2 percent from 2011; primarily reflecting higher costs in Pakistan,
where power shortages due to energy infrastructure problems in that
country drove costs higher. Our gross profit margin for 2012 was
19 percent, compared to 18 percent in 2011.
Selling, General and Administrative Expenses SG&A expenses for 2012
increased to $556 million from $543 million in 2011. The increase pri-
marily reflects higher compensation-related costs; lower integration
expenses and the impact of weaker foreign currencies partially offset
these increases. Currency translation caused operating expenses for
2012 to decrease approximately 3 percent from 2011. SG&A expenses
represented 9 percent of net sales in both 2012 and 2011. Without
integration costs, SG&A expenses, as a percentage of net sales,
would have been 8 percent in both 2012 and 2011.
Other Income – Net Other income-net of $22 million for 2012 decreased
from other income-net of $98 million in 2011. This decrease primarily
reflects the effects of the $58 million NAFTA award received from the
Government of the United Mexican States in the first quarter of 2011
and a $30 million gain associated with a fourth quarter 2011 postre-
tirement benefit plan change. A $5 million gain from a change in a
benefit plan in North America and a $2 million gain from a land sale
in the fourth quarter of 2012 partially offset these declines.
18 Ingredion Incorporated
Operating Income A summary of operating income is shown below:
In millions
North America
South America
Asia Pacific
EMEA
Corporate expenses
Restructuring/
impairment charges
Gain from change in
benefit plans
Integration costs
Gain from sale of land
NAFTA award
Operating income
2012
$408
198
95
78
(78)
2011
$322
203
79
84
(64)
Favorable
(Unfavorable)
Variance
Favorable
(Unfavorable)
% Change
$«86
(5)
16
(6)
(14)
27fi
(2)fi
20fi
(7)fi
(22)fi
(36)
(10)
(26)
(260)fi
5
(4)
2
–
$668
30
(31)
–
58
$671
(25)
27
2
(58)
$÷(3)
(83)fi
87fi
NM
NM
–fi
Operating income for 2012 declined slightly to $668 million from
$671 million in 2011. Operating income for 2012 included $20 million
of charges for impaired assets and restructuring costs in Kenya,
$11 million of restructuring charges to reduce the carrying value of
certain equipment associated with our manufacturing optimization
plan in North America, $5 million of charges for impaired assets in
China and Colombia, and $4 million of costs pertaining to the inte-
gration of National Starch. Additionally, operating income for 2012
included the $5 million gain from the benefit plan change in North
America and a $2 million gain from the sale of land. Operating income
for 2011 included the $58 million NAFTA award, a $30 million gain from
a change in a postretirement plan, $31 million of costs pertaining to
the integration of National Starch and $10 million of restructuring
charges associated with our North American manufacturing optimiza-
tion plan. Without the impairment/restructuring charges, integration
costs, the NAFTA award, the gains from the changes in benefit plans,
and the gain from the land sale, operating income for 2012 would have
increased 12 percent, primarily reflecting strong earnings growth in
North America and, to a lesser extent, in Asia Pacific. Unfavorable
currency translation associated with weaker foreign currencies caused
operating income to decline by approximately $30 million from 2011.
North America operating income increased 27 percent to
$408 million from $322 million in 2011. Improved product selling prices
and volume growth helped to offset higher corn costs. Currency trans-
lation associated with a weaker Canadian dollar caused operating
income to decrease by approximately $1 million in North America.
South America operating income decreased 2 percent to $198 million
from $203 million in 2011. Improved product price/mix largely offset
the unfavorable impacts of higher local product costs; translation
effects associated with weaker South American currencies (particu-
larly the Argentine Peso and Brazilian Real), which had a $22 million
unfavorable impact on the segment; and lower volumes due to soft
demand from a weaker economy. Asia Pacific operating income
rose 20 percent to $95 million from $79 million in 2011. This increase
primarily reflects sales volume growth and improved price/mix, which
more than offset the impact of weaker currencies. Unfavorable trans-
lation effects associated with weaker foreign currencies caused Asia
Pacific operating income to decrease by approximately $1 million. EMEA
operating income decreased 7 percent to $78 million from $84 million
in 2011, primarily reflecting unfavorable currency translation. Translation
effects associated with weaker foreign currencies caused EMEA
operating income to decrease by approximately $6 million. While
our installation of equipment helped to mitigate energy issues some-
what, energy infrastructure in Pakistan remains problematic and we
continue to face challenges resulting from the power shortages in
that country.
Financing Costs – Net Financing costs-net decreased to $67 million
in 2012 from $78 million in 2011. The decrease primarily reflects an
increase in interest income of $5 million attributable to our higher
cash balances, a $4 million decrease in interest expense driven by
lower borrowing rates and a $2 million reduction in foreign currency
transaction losses.
Provision for Income Taxes Our effective tax rate was 27.8 percent
in 2012, as compared to 28.7 percent in 2011. Our effective income
tax rate for 2012 included the effects of the discrete reversal of a
$13 million valuation allowance that had been recorded against net
deferred tax assets of our Korean subsidiary, the recognition of an
income tax benefit of $8 million related to our $20 million restructuring
charge in Kenya and the associated tax write-off of the investment.
Additionally, we recorded a $4 million pretax charge related to the
disposition of GFEMS, which is not expected to produce a realizable tax
benefit. Our effective income tax rate for 2011 included the benefit
of the one-time recognition of tax free income related to the NAFTA
award in pretax income, which lowered our effective income tax rate
by 3.5 percentage points. Without the impact of the items described
above, our effective tax rates for 2012 and 2011 would have been
approximately 30 percent and 32 percent, respectively. See also
Note 7 of the notes to the consolidated financial statements.
Ingredion Incorporated 19
Net Income Attributable to Non-controlling Interests Net income
attributable to non-controlling interests was $6 million in 2012, down
from $7 million in 2011. The decrease reflects lower earnings at our
non-wholly-owned operations in Pakistan and China.
Comprehensive Income We recorded comprehensive income of
$366 million in 2012, as compared with $193 million in 2011. The
increase primarily reflects a $97 million favorable variance in the
currency translation adjustment and a $94 million favorable variance
associated with our cash-flow hedging activity. The favorable variance
in the currency translation adjustment reflects a more moderate
weakening in end of period foreign currencies relative to the US dollar
in 2012, as compared to 2011, when end of period foreign currency
depreciation was more significant.
Liquidity and Capital Resources
At December 31, 2013, our total assets were $5.36 billion, down from
$5.59 billion at December 31, 2012. This decrease primarily reflects
translation effects associated with weaker end of period foreign cur-
rencies relative to the US dollar. Total equity decreased to $2.43 billion
at December 31, 2013, from $2.46 billion at December 31, 2012. This
decrease primarily reflects our share repurchases, dividends on our
common stock and an increase in our accumulated other comprehen-
sive loss driven principally by unfavorable foreign currency translation
and losses on cash flow hedges that more than offset actuarial gains
on our pension and postretirement benefit obligations. These declines
more than offset the impact of our 2013 net income on total equity.
We have a senior, unsecured, $1 billion revolving credit agreement
(the “Revolving Credit Agreement”) that matures on October 22, 2017.
Subject to certain terms and conditions, we may increase the amount
of the revolving credit facility under the Revolving Credit Agreement
by up to $250 million in the aggregate. All committed pro rata borrow-
ings under the revolving credit facility will bear interest at a variable
annual rate based on the LIBOR or prime rate, at our election, subject
to the terms and conditions thereof, plus, in each case, an applicable
margin based on our leverage ratio (as reported in the financial
statements delivered pursuant to the Revolving Credit Agreement).
The Revolving Credit Agreement contains customary representations,
warranties, covenants, events of default, terms and conditions, includ-
ing limitations on liens, incurrence of debt, mergers and significant
asset dispositions. We must also comply with a leverage ratio and an
interest coverage ratio covenant. The occurrence of an event of default
under the Revolving Credit Agreement could result in all loans and
other obligations under the agreement being declared due and payable
and the revolving credit facility being terminated. We met all covenant
requirements as of December 31, 2013.
At December 31, 2013, there were no borrowings outstanding
under our Revolving Credit Agreement. In addition, we have a number
of short-term credit facilities consisting of operating lines of credit.
At December 31, 2013, we had total debt outstanding of $1.81 billion,
compared to $1.80 billion at December 31, 2012. The debt includes
$350 million (principal amount) of 3.2 percent notes due 2015, $300 mil-
lion (principal amount) of 1.8 percent senior notes due 2017, $200 million
of 6.0 percent senior notes due 2017, $200 million of 5.62 percent
senior notes due 2020, $400 million (principal amount) of 4.625 percent
notes due 2020, $250 million (principal amount) of 6.625 percent
senior notes due 2037 and $93 million of consolidated subsidiary
debt consisting of local country short-term borrowings. Ingredion
Incorporated, as the parent company, guarantees certain obligations
of its consolidated subsidiaries. At December 31, 2013, such guarantees
aggregated $225 million. Management believes that such consolidated
subsidiaries will meet their financial obligations as they become due.
Historically, the principal source of our liquidity has been our
internally generated cash flow, which we supplement as necessary
with our ability to borrow on our bank lines and to raise funds in
the capital markets. In addition to borrowing availability under our
Revolving Credit Agreement, we also have approximately $487 million
of unused operating lines of credit in the various foreign countries
in which we operate.
The weighted average interest rate on our total indebtedness
was approximately 4.4 percent and 4.5 percent for 2013 and 2012,
respectively.
Net Cash Flows
A summary of operating cash flows is shown below:
In millions
Net income
Depreciation and amortization
Write-off of impaired assets
Gain from change in benefit plans
Deferred income taxes
Changes in working capital
Other
Cash provided by operations
2013
$403
194
–
–
30
(57)
49
$619
2012
$434
211
24
(5)
(3)
33
38
$732
Cash provided by operations was $619 million in 2013, as compared
with $732 million in 2012. The decrease in operating cash flow for
2013 primarily reflects an increase in our investment in working capi-
tal. Our working capital increase was driven principally by a decrease
in accounts payable and accrued liabilities associated with the timing
of payments and an increase in accounts receivable due to the timing
of collections, partially offset by a reduction in inventory quantities
and raw material costs. Our lower net income also contributed to the
decrease in cash provided by operating activities.
20 Ingredion Incorporated
We had cash inflows of $14 million in 2013 from our margin
account activity relating to commodity hedging contracts. To manage
price risk related to corn purchases in North America, we use deriva-
tive instruments (corn futures and options contracts) to lock in our
corn costs associated with firm-priced customer sales contracts. We
are unable to directly hedge price risk related to co-product sales;
however, we enter into hedges of soybean oil (a competing product
to our animal feed and corn oil) in order to mitigate the price risk of
animal feed and corn oil sales. As the market price of corn fluctuates,
our derivative instruments change in value and we fund any unrealized
losses or receive cash for any unrealized gains related to outstanding
corn futures and option contracts. We plan to continue to use corn
futures and option contracts to hedge the price risk associated with
firm-priced customer sales contracts in our North American business
and, accordingly, we will be required to make or be entitled to receive,
cash deposits for margin calls depending on the movement in the
market price for corn.
Listed below are our primary investing and financing activities
for 2013:
In millions
Capital expenditures
Payments on debt
Proceeds from borrowings
Dividends paid (including dividends
of $3 to non-controlling interests)
Repurchases of common stock
Issuance of common stock
Sources (Uses) of Cash
$(298)
(53)
21
(112)
(228)
14
On December 13, 2013, our board of directors declared a quarterly
cash dividend of $0.42 per share of common stock, an 11 percent
increase from the previous quarterly dividend of $0.38 per share.
This dividend was paid on January 27, 2014 to stockholders of record
at the close of business on December 31, 2013.
We currently anticipate that capital expenditures for 2014 will be
in the range of $300 million to $350 million.
We currently expect that our available cash balances, future cash
flow from operations and borrowing capacity under our credit facili-
ties will provide us with sufficient liquidity to fund our anticipated
capital expenditures, dividends, and other investing and/or financing
activities for the foreseeable future.
We have not provided federal and state income taxes on accumulated
undistributed earnings of certain foreign subsidiaries because these
earnings are planned to be permanently reinvested. 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 United States to satisfy domestic liquidity
needs arising in the ordinary course of business, including liquidity
needs associated with our domestic debt service requirements.
Approximately $341 million of our total cash and cash equivalents of
$574 million at December 31, 2013, was held by our operations out-
side of the United States. We expect that available cash balances and
credit facilities in the United States, along with cash generated from
operations, will be sufficient to meet our operating and other cash
needs for the foreseeable future.
Hedging
We are exposed to market risk stemming from changes in commodity
prices, foreign currency exchange rates and interest rates. In the normal
course of business, we actively manage our exposure to these market
risks by entering into various hedging transactions, authorized under
established policies that place clear controls on these activities. These
transactions utilize exchange-traded derivatives or over-the-counter
derivatives with investment grade counterparties. Our hedging trans-
actions may include, but are not limited to, a variety of derivative
financial instruments such as commodity futures, options and swap
contracts, forward currency contracts and options, interest rate swap
agreements and treasury lock agreements. See Note 4 of the notes
to the consolidated financial statements for additional information.
Commodity Price Risk Our principal use of derivative financial
instruments is to manage commodity price risk in North America
relating to anticipated purchases of corn and natural gas to be used
in the manufacturing process. We periodically enter into futures,
options and swap contracts for a portion of our anticipated corn and
natural gas usage, generally over the following twelve to eighteen
months, in order to hedge price risk associated with fluctuations in
market prices. These derivative instruments are recognized at fair
value and have effectively reduced our exposure to changes in market
prices for these commodities. We are unable to directly hedge price
risk related to co-product sales; however, we enter into hedges of
soybean oil (a competing product to our corn oil) in order to mitigate
the price risk of corn oil sales. Unrealized gains and losses associated
with marking our commodities-based derivative instruments to market
are recorded as a component of other comprehensive income (“OCI”).
At December 31, 2013, our accumulated other comprehensive loss
account (“AOCI”) included $32 million of losses, net of tax of $15 mil-
lion, related to these derivative instruments. It is anticipated that
approximately $31 million of these losses, net of tax of $15 million,
will be reclassified into earnings during the next twelve months.
We expect the losses to be offset by changes in the underlying
commodities cost.
Ingredion Incorporated 21
Foreign Currency Exchange Risk Due to our global operations, including
many emerging markets, we are exposed to fluctuations in foreign
currency exchange rates. As a result, we have exposure to translational
foreign exchange risk when our foreign operation results are translated
to USD and to transactional foreign exchange risk when transactions
not denominated in the functional currency of the operating unit are
revalued. We primarily use derivative financial instruments such as
foreign currency forward contracts, swaps and options to manage
our foreign currency transactional exchange risk. At December 31,
2013, we had foreign currency forward sales contracts with an aggre-
gate notional amount of $147 million and foreign currency forward
purchase contracts with an aggregate notional amount of $78 million
that hedged transactional exposures. The fair value of these deriva-
tive instruments is a liability of $5 million at December 31, 2013.
We also have foreign currency derivative instruments that hedge
certain foreign currency transactional exposures and are designated
as cash-flow hedges. At December 31, 2013, AOCI included $1 million
of net gains, net of income taxes, associated with these hedges. It
is anticipated that approximately $2 million of losses, net of income
taxes of $1 million, will be reclassified into earnings during the next
twelve months. We expect the losses to be offset by changes in the
fair value of the underlying hedged item.
We have significant operations in Argentina. We utilize the
official exchange rate published by the Argentine government for
re-measurement purposes. Due to exchange controls put in place by
the Argentine government, a parallel market exists for exchanging
Argentine pesos to US dollars at less favorable rates than the official
rate. Argentina and other emerging markets have experienced
increased devaluation and volatility during the first part of 2014.
Interest Rate Risk We occasionally use interest rate swaps and
Treasury Lock agreements (“T-Locks”) to hedge our exposure to
interest rate changes, to reduce the volatility of our financing costs,
or to achieve a desired proportion of fixed versus floating rate debt,
based on current and projected market conditions. We did not have
any T-Locks outstanding at December 31, 2013 or 2012.
We have interest rate swap agreements that effectively convert
the interest rate on our 3.2 percent $350 million senior notes due
November 1, 2015 to a variable rate. These swap agreements call for
us to receive interest at a fixed rate (3.2 percent) and to pay interest
at a variable rate based on the six-month USD LIBOR rate plus a
spread. We have designated these interest rate swap agreements as
hedges of the changes in fair value of the underlying debt obligation
attributable to changes in interest rates and account for them as fair
value hedges. The fair value of these interest rate swap agreements
approximated $13 million at December 31, 2013 and is reflected in the
Consolidated Balance Sheet within other assets, with an offsetting
amount recorded in long-term debt to adjust the carrying amount
of the hedged debt obligation.
At December 31, 2013, our accumulated other comprehensive loss
account included $8 million of losses (net of tax of $5 million) related
to settled Treasury Lock agreements. These deferred losses are being
amortized to financing costs over the terms of the senior notes with
which they are associated. It is anticipated that $2 million of these losses
(net of tax of $1 million) will be reclassified into earnings during the
next twelve months.
Contractual Obligations and Off Balance Sheet Arrangements
The table below summarizes our significant contractual obligations
as of December 31, 2013. Information included in the table is cross-
referenced to the notes to the consolidated financial statements
elsewhere in this report, as applicable.
In millions
Contractual
Obligations
Payments due by period
Note
Reference
Total
Less than
1 year
2 – 3
years
4 – 5 More than
5 years
years
5
5
6
8
Long-term debt
Interest on
long-term debt
Operating lease
obligations
Pension and other
postretirement
obligations
Purchase
obligations(a)
Total
$1,700
$÷÷–
$350
$500
$÷«850
678
196
75
44
139
104
360
70
44
38
122
12
6
6
98
1,151
$3,847
288
$419
220
$785
194
$848
449
$1,795
(a) The purchase obligations relate principally to power supply and raw material sourcing agreements,
including take or pay contracts, which help to provide us with adequate power and raw material supply
at certain of our facilities.
(b) The above table does not reflect unrecognized income tax benefits of $34 million, the timing of which
is uncertain. See Note 7 of the notes to the consolidated financial statements for additional information
with respect to unrecognized income tax benefits.
We currently anticipate that in 2014 we will make cash contributions
of $2 million and $8 million to our US and non-US pension plans,
respectively. See Note 8 of the notes to the consolidated financial
statements for further information with respect to our pension and
postretirement benefit plans.
22 Ingredion Incorporated
Key Financial Performance Metrics
We use certain key financial metrics to monitor our progress towards
achieving our long-term strategic business objectives. These metrics
relate to our return on capital employed, our financial leverage, and
our management of working capital, each of which is tracked on an
ongoing basis. We assess whether we are achieving an adequate return
on invested capital by measuring our “Return on Capital Employed”
(“ROCE”) against our cost of capital. We monitor our financial lever-
age by regularly reviewing our ratio of net debt to adjusted earnings
before interest, taxes, depreciation and amortization (“Net Debt to
Adjusted EBITDA”) and our “Net Debt to Capitalization” percentage
to assure that we are properly financed. We assess our level of working
capital investment by evaluating our “Operating Working Capital as a
percentage of Net Sales.” We believe these metrics provide valuable
managerial information to help us run our business and are useful
to investors.
The metrics below include certain information (including Capital
Employed, Adjusted Operating Income, Adjusted EBITDA, Net Debt,
Adjusted Current Assets, Adjusted Current Liabilities and Operating
Working Capital) that is not calculated in accordance with Generally
Accepted Accounting Principles (“GAAP”). Management uses non-GAAP
financial measures internally for strategic decision making, forecast-
ing future results and evaluating current performance. By disclosing
non-GAAP financial measures, management intends to provide a
more meaningful, consistent comparison of our operating results and
trends for the periods presented. These non-GAAP financial measures
are used in addition to and in conjunction with results presented in
accordance with GAAP and reflect an additional way of viewing
aspects of our operations that, when viewed with our GAAP results,
provide a more complete understanding of factors and trends affect-
ing our business. These non-GAAP measures should be considered
as a supplement to, and not as a substitute for, or superior to, the
corresponding measures calculated in accordance with generally
accepted accounting principles.
Non-GAAP financial measures are not prepared in accordance
with GAAP; therefore, the information is not necessarily comparable
to other companies. A reconciliation of non-GAAP historical financial
measures to the most comparable GAAP measure is provided in the
tables below.
Our calculations of these key financial metrics for 2013 with
comparisons to the prior year are as follows:
Return on Capital Employed
Dollars in millions
Total equity*
Add:
Cumulative translation adjustment*
Share-based payments subject to redemption*
Total debt*
Less:
Cash and cash equivalents*
Capital employed* (a)
Operating income
Adjusted for:
Gain from change in benefit plans
Gain from sale of land
Integration costs
Restructuring/impairment charges
Adjusted operating income
Income taxes (at effective tax rates of
26.3% in 2013 and 30.4% in 2012)**
Adjusted operating income, net of tax (b)
Return on capital employed (b÷a)
2013
2012
$2,459
$2,133
335
19
1,800
(609)
$4,004
$÷«613
–
–
–
–
$÷«613
(161)
$÷«452
11.3fi
306
15
1,949
(401)
$4,002
$÷«668
(5)
(2)
4
36
$÷«701
(213)
$÷«488
12.2fi
* Balance sheet amounts used in computing capital employed represent beginning of period balances.
** The effective income tax rate for 2012 excludes the impacts of impairment and restructuring charges,
the reversal of the Korea deferred tax asset valuation allowance and integration costs. Including these
charges, the Company’s effective income tax rate for 2012 was 27.8 percent. Listed below is a schedule
that reconciles our effective income tax rate under US GAAP to the adjusted income tax rate.
Dollars in millions
As reported
Add back (deduct):
Integration costs
Reversal of Korea deferred tax
asset valuation allowance
Restructuring/
impairment charges
Adjusted-non-GAAP
Income before
Income Taxes (a)
2012
2013
Provision for
Income Taxes (b)
2012
2013
Effective Income
Tax Rate (b÷a)
2012
2013
$547
$601
$144
$167
26.3%
27.8%
–
–
4
–
–
–
2
13
–
$547
36
$641
–
$144
13
$195
26.3%
30.4%
Ingredion Incorporated 23
Commentary on Key Financial Performance Metrics
In accordance with our long-term objectives, we set certain goals
relating to these key financial performance metrics that we strive to
meet. At December 31, 2013, we had achieved our established targets.
However, no assurance can be given that we will continue to meet
our financial performance metric targets. See Item 1A “Risk Factors”
and Item 7A “Quantitative and Qualitative Disclosures About Market
Risk.” The objectives set out below reflect our current aspirations in
light of our present plans and existing circumstances. We may change
these objectives from time to time in the future to address new
opportunities or changing circumstances as appropriate to meet our
long-term needs and those of our shareholders.
ROCE Our long-term goal is to achieve a ROCE in excess of 8.5 percent.
In determining this performance metric, the negative cumulative
translation adjustment is added back to total equity to calculate
returns based on the Company’s original investment costs. Our ROCE
for 2013 declined to 11.3 percent from 12.2 percent in 2012, driven
by our lower operating income in 2013.
Net Debt to Adjusted EBITDA Ratio Our long-term objective is to
maintain a ratio of net debt to adjusted EBITDA of less than 2.25.
While this ratio increased to 1.5 at December 31, 2013, from 1.3 at
December 31, 2012, it remains below our threshold of 2.25. The
increase in the ratio reflects our reduced earnings coupled with
a 5 percent increase in total net debt.
Net Debt to Capitalization Percentage Our long-term goal is to
maintain a Net Debt to Capitalization percentage in the range of
32 to 35 percent. At December 31, 2013, our Net Debt to Capitalization
percentage was 31.7 percent, up slightly from 30.8 percent a year
ago, primarily reflecting the 5 percent increase in total net debt,
partially offset by a higher capital base driven by an increase in
our deferred income tax liabilities.
Operating Working Capital as a Percentage of Net Sales Our long-term
goal is to maintain operating working capital in a range of 12 to 14 per-
cent of our net sales. At December 31, 2013, the metric was 13.4 percent,
up from the 12.4 percent of a year ago. The increase in the metric
reflects our lower net sales and higher working capital position.
Net Debt to Adjusted EBITDA Ratio
Dollars in millions
2013
2012
Short-term debt
Long-term debt
Less: Cash and cash equivalents
Short-term investments
Total net debt (a)
Net income attributable to Ingredion
Add back (deduct):
Gain from change in benefit plans
Gain from land sale
Integration costs
Restructuring/impairment charges*
Net income attributable to non-controlling interest
Provision for income taxes
Financing costs, net of interest income of $11 and
$÷÷«93
1,717
(574)
–
$1,236
$÷«396
–
–
–
–
7
144
$÷÷«76
1,724
(609)
(19)
$1,172
$÷«428
(5)
(2)
4
25
6
167
$10, respectively
Depreciation and amortization
Adjusted EBITDA (b)
Net debt to adjusted EBITDA ratio (a÷b)
66
194
$÷«807
1.5
67
211
$÷«901
1.3
* Excludes depreciation related to North American manufacturing optimization plan.
Net Debt to Capitalization Percentage
Dollars in millions
2013
2012
Short-term debt
Long-term debt
Less: Cash and cash equivalents
Short-term investments
Total net debt (a)
Deferred income tax liabilities
Share-based payments subject to redemption
Total equity
Total capital
Total net debt and capital (b)
Net debt to capitalization percentage (a÷b)
$÷÷«93
1,717
(574)
–
$1,236
$207
24
2,429
$2,660
$3,896
31.7%
$÷÷«76
1,724
(609)
(19)
$1,172
$160
19
2,459
$2,638
$3,810
30.8%
Operating Working Capital as a Percentage of Net Sales
Dollars in millions
2013
2012
$2,214
(574)
–
(68)
$1,572
$÷«820
(93)
–
$÷«727
$÷«845
$6,328
$2,360
(609)
(19)
(65)
$1,667
$÷«933
(76)
(2)
$÷«855
$÷«812
$6,532
13.4%
12.4%
Current assets
Less: Cash and cash equivalents
Short-term investments
Deferred income tax assets
Adjusted current assets
Current liabilities
Less: Short-term debt
Deferred income tax liabilities
Adjusted current liabilities
Operating working capital (a)
Net sales (b)
Operating working capital as a
percentage of net sales (a÷b)
24 Ingredion Incorporated
Critical Accounting Policies and Estimates
Our consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of
America. The preparation of these financial statements requires man-
agement to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements, as well as
the reported amounts of revenues and expenses during the reporting
period. Actual results may differ from these estimates under different
assumptions and conditions.
We have identified below the most critical accounting policies
upon which the financial statements are based and that involve our
most complex and subjective decisions and assessments. Our senior
management has discussed the development, selection and disclosure
of these policies with members of the Audit Committee of our Board
of Directors. These accounting policies are provided in the notes to
the consolidated financial statements. The discussion that follows
should be read in conjunction with the consolidated financial state-
ments and related notes included elsewhere in this Annual Report
on Form 10-K.
Long-lived Assets We have substantial investments in property, plant
and equipment and definite-lived intangible assets. For property,
plant and equipment, we recognize the cost of depreciable assets in
operations over the estimated useful life of the assets and evaluate
the recoverability of these assets whenever events or changes in
circumstances indicate that the carrying value of the assets may not
be recoverable. For definite-lived intangible assets, we recognize the
cost of these amortizable assets in operations over their estimated
useful life and evaluate the recoverability of the assets whenever
events or changes in circumstances indicate that the carrying value
of the assets may not be recoverable.
In assessing the recoverability of the carrying value of property,
plant and equipment and definite-lived intangible assets, we may
have to make projections regarding future cash flows. In developing
these projections, we make a variety of important assumptions and
estimates that have a significant impact on our assessments of
whether the carrying values of property, plant and equipment and
definite-lived intangible assets should be adjusted to reflect impair-
ment. Among these are assumptions and estimates about the future
growth and profitability of the related business unit or asset group,
anticipated future economic, regulatory and political conditions in
the business unit’s or asset group’s market, the appropriate discount
rates relative to the risk profile of the unit or assets being evaluated
and estimates of terminal or disposal values.
In 2012, we decided to restructure our business operations in
Kenya and close our manufacturing plant in the country. As part of
that decision, we recorded a $20 million restructuring charge, which
included fixed asset impairment charges of $6 million to write down
the carrying amount of certain assets to their estimated fair values.
As part of our ongoing strategic optimization, in 2012 we decided
to exit our investment in GFEMS, a non-wholly-owned consolidated
subsidiary in China. In conjunction with that decision, we recorded a
$4 million impairment charge to reduce the carrying value of GFEMS
to its estimated net realizable value. We also recorded a $1 million
charge for impaired assets in Colombia in 2012.
In addition, as part of a manufacturing optimization program
developed in conjunction with the acquisition of National Starch to
improve profitability, we completed a plan in 2012 that optimized our
production capabilities at certain of our North American facilities. As
a result, we recorded restructuring charges to write-off certain equip-
ment by the plan completion date. We recorded charges of $11 million
in 2012, of which $10 million represented accelerated depreciation
on the equipment.
Through our continual assessment to optimize our operations,
we address whether there is a need for additional consolidation of
manufacturing facilities or to redeploy assets to areas where we can
expect to achieve a higher return on our investment. This review may
result in the closing or selling of certain of our manufacturing facilities.
The closing or selling of any of the facilities could have a significant
negative impact on the results of operations in the year that the
closing or selling of a facility occurs.
Even though it was determined that there was no additional
long-lived asset impairment as of December 31, 2013, the future
occurrence of a potential indicator of impairment, such as a signifi-
cant 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
tests of recoverability in the future.
Goodwill and Indefinite-Lived Intangible Assets 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. Goodwill is measured as the excess of the cost of
an acquired entity 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. Goodwill is either assigned to a specific reporting
unit or allocated between reporting units based on the relative excess
Ingredion Incorporated 25
fair value of each reporting unit. In addition, we have certain indefinite-
lived intangible assets in the form of trade names and trademarks.
The carrying value of goodwill and indefinite-lived intangible assets
at December 31, 2013 was $535 million and $132 million, respectively.
We perform our goodwill and indefinite-lived intangible asset
impairment tests annually as of October 1, or more frequently if an
event occurs or circumstances change that would more likely than
not reduce the fair value of a reporting unit below its carrying value.
In performing our impairment tests for goodwill, management
makes certain estimates and judgments. These estimates and judgments
include the identification of reporting units and the determination of
fair values of reporting units, which management estimates using
both discounted cash flow analyses and an analysis of market multi-
ples. Significant assumptions used in the determination of fair value
for reporting units include estimates for discount and long-term net
sales growth rates, in addition to operating and capital expenditure
requirements. We considered significant changes in discount rates
for the reporting units based on current market interest rates and
specific risk factors within each geographic region. We also evaluated
qualitative factors, such as legal, regulatory, or competitive forces, in
estimating the impact to the fair value of the reporting units noting
no significant changes that would result in any reporting unit failing
the impairment test. 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 our assessment as of October 1, 2013 (although the esti-
mated fair values of our Southern Cone of South America and Brazil
reporting units decreased compared to the 2012 assessment due to
recent trends experienced in these reporting units), we concluded it
was more likely than not that the fair value of all reporting units was
greater than their carrying value.
In performing the qualitative annual impairment assessment
for indefinite-lived intangible assets, we considered various factors in
determining if it was more likely than not that the fair value of these
indefinite-lived intangible assets was greater than their carrying value.
We evaluated net sales attributable to these intangible assets as com-
pared to original projections and evaluated future projections of net
sales related to these assets. In addition, we considered market and
industry conditions in the reporting units in which these intangible
assets reside noting no significant changes that would result in a
failed Step One. Based on the results of this qualitative assessment
as of October 1, 2013, we concluded that it was more likely than not
that the fair value of these indefinite-lived intangible assets was
greater than their carrying value.
Income Taxes We recognize the expected future tax consequences
of temporary differences between book and tax bases of assets and
liabilities and provide a valuation allowance when deferred tax assets
are not more likely than not to be realized. We have considered fore-
casted earnings, future taxable income, the mix of earnings in the
jurisdictions in which we operate and prudent and feasible tax plan-
ning strategies in determining the need for a valuation allowance. In
the event we were to determine that we would not be able to realize
all or part of our deferred tax assets in the future, we would increase
the valuation allowance and make a corresponding charge to earnings
in the period in which we make such determination. Likewise, if
we later determine that we are more likely than not to realize the
deferred tax assets, we would reverse the applicable portion of the
previously provided valuation allowance.
We are regularly audited by various taxing authorities, and
sometimes these audits result in proposed assessments where the
ultimate resolution may result in us owing additional taxes. We
establish reserves when, despite our belief that our tax return posi-
tions are appropriate and supportable under local tax law, we believe
there is uncertainty with respect to certain positions and we may not
succeed in realizing the tax benefit. We evaluate these unrecognized
tax benefits and related reserves each quarter and adjust the reserves
and the related interest and penalties in light of changing facts and
circumstances regarding the probability of realizing tax benefits,
such as the settlement of a tax audit or the expiration of a statute
of limitations. We believe the estimates and assumptions used to
support our evaluation of tax benefit realization are reasonable.
However, final determinations of prior-year tax liabilities, either by
settlement with tax authorities or expiration of statutes of limitations,
could be materially different than estimates reflected in assets and
liabilities and historical income tax provisions. The outcome of these
final determinations could have a material effect on our income tax
provision, net income, or cash flows in the period in which that
determination is made. We believe our tax positions comply with
applicable tax law and that we have adequately provided for any
known tax contingencies.
No taxes have been provided on undistributed foreign earnings
that are planned to be indefinitely reinvested. If future events, including
changes in tax law, material changes in estimates of cash, working
capital and long-term investment requirements, necessitate that these
earnings be distributed, an additional provision for income and with-
holding taxes may apply, which could materially affect our future
effective tax rate.
26 Ingredion Incorporated
Retirement Benefits We sponsor non-contributory defined benefit
plans covering substantially all employees in the United States and
Canada, and certain employees in other foreign countries. We also
provide healthcare and life insurance benefits for retired employees
in the United States, Canada and Brazil. In order to measure the
expense and obligations associated with these benefits, our manage-
ment must make a variety of estimates and assumptions including
discount rates, expected long-term rates of return, rate of compensa-
tion increases, employee turnover rates, retirement rates, mortality
rates and other factors. 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.
The effects of modifications are recognized immediately on the
balance sheet, but are generally amortized into operating earnings
over future periods, with the deferred amount recorded in AOCI. 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. We use third-party
specialists to assist management in evaluating our assumptions and
estimates, as well as to appropriately measure the costs and obliga-
tions associated with our retirement benefit plans. Had we used
different estimates and assumptions with respect to these plans, our
retirement benefit obligations and related expense could vary from
the actual amounts recorded, and such differences could be material.
Additionally, adverse changes in investment returns earned on pension
assets and discount rates used to calculate pension and postretire-
ment benefit related liabilities or changes in required funding levels
may have an unfavorable impact on future expense and cash flow.
Net periodic pension and postretirement benefit cost for all of our
plans was $25 million in 2013 and $24 million in 2012.
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. The weighted
average discount rate used to determine our obligations under US
pension plans for December 31, 2013 and 2012 was 4.60 percent
and 3.60 percent, respectively. The weighted average discount rate
used to determine our obligations under non-US pension plans for
December 31, 2013 and 2012 was 5.60 percent and 4.85 percent,
respectively. The weighted average discount rate used to determine
our obligations under our postretirement plans for December 31,
2013 and 2012 was 6.47 percent and 5.44 percent, respectively.
A one-percentage point decrease in the discount rates at
December 31, 2013 would have increased the accumulated benefit
obligation and projected benefit obligation by the following amounts:
In millions
US Pension Plans
Accumulated benefit obligation
Projected benefit obligation
Non-US Pension Plans
Accumulated benefit obligation
Projected benefit obligation
Postretirement Plans
Accumulated benefit obligation
$30
$31
$29
$36
$÷8
The Company’s investment policy for its pension plans is to
balance risk and return through diversified portfolios of passively-
managed equity index instruments, fixed income index securities,
and short-term investments. Maturities for fixed income securities
are managed such that sufficient liquidity exists to meet near-term
benefit payment obligations. The asset allocation is reviewed regu-
larly and portfolio investments are rebalanced to the targeted
allocation when considered appropriate. We have assumed an
expected long-term rate of return on assets, which is based on the
fair value of plan assets, of 7.25 percent for US plans and 6.10 per-
cent for Canadian plans. In developing the expected long-term rate
of return assumption on plan assets, which consist mainly of US and
Canadian equity and debt 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 con-
sultants, and historical trends in long-term inflation rates. 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 are determined based on each plan’s investment approach
and asset allocations. A hypothetical 25 basis point decrease in the
expected long-term rate of return assumption for 2014 would increase
net periodic pension cost for the US and Canada plans by $0.7 million
and $0.5 million, respectively.
Health care cost trend rates are used in valuing our postretirement
benefit obligations and are established based upon actual health
care cost trends and consultation with actuaries and benefit providers.
At December 31, 2013, the health care trend rate assumptions for
the next year for the US, Canada and Brazil plans were 6.90 percent,
7.20 percent and 8.66 percent, respectively.
Ingredion Incorporated 27
The sensitivities of service cost and interest cost and year-end
benefit obligations to changes in health care trend rates (both initial
and ultimate rates) for the postretirement benefit plans as of
December 31, 2013 are as follows:
In millions
One-percentage point increase in trend rates:
Increase in service cost and interest cost components
Increase in year-end benefit obligations
One-percentage point decrease in trend rates:
Decrease in service cost and interest cost components
Decrease in year-end benefit obligations
2013
$«1
$«6
$(1)
$(4)
See also Note 8 of the notes to the consolidated financial
statements for more information related to our benefit plans.
New Accounting Standards
In March 2013, the Financial Accounting Standards Board (“FASB”)
issued Accounting Standards Update (“ASU”) No. 2013-05, Foreign
Currency Matters (Topic 830): Parent’s Accounting for the Cumulative
Translation Adjustment upon Derecognition of Certain Subsidiaries
or Groups of Assets within a Foreign Entity or of an Investment in a
Foreign Entity.This Update clarifies the guidance pertaining to the
release of the cumulative translation adjustment (“CTA”) to resolve
diversity in practice. The Update clarifies that when a company
ceases to have a controlling financial interest in a subsidiary or group
of assets that is a business within a foreign entity, the company
should release any related CTA into net income. In such instances,
the CTA should be released into net income only if a sale or transfer
results in the complete or substantially complete liquidation of the
foreign entity in which the subsidiary or group of assets had resided.
The Update also requires the release of the CTA (or applicable pro
rata portion thereof) upon the sale or partial sale of an equity method
investment that is a foreign entity and for a step acquisition in which
the acquirer held an equity method investment prior to obtaining
control. The guidance in this Update is effective prospectively for
fiscal years beginning after December 15, 2013, and interim periods
within those fiscal years. The adoption of the guidance contained
in this Update will impact the accounting for the CTA upon the
de-recognition of certain subsidiaries or groups of assets within a
foreign entity or of an investment in a foreign entity; and the effect
will be dependent upon a relevant transaction at that time.
In July 2013, the FASB issued ASU No. 2013-11, Income Taxes
(Topic 740): Presentation of an Unrecognized Tax Benefit When a
Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit
Carryforward Exists. This Update provides guidance pertaining to
the financial statement presentation of an unrecognized tax benefit
when a net operating loss carryforward, a similar tax loss or a tax
credit carryforward exists, to resolve diversity in practice. The Update
requires that companies present an unrecognized tax benefit as a
reduction of a deferred tax asset for a tax loss or credit carryforward
on the balance sheet when (a) the tax law requires the company to
use the tax loss or credit carryforward to satisfy amounts payable
upon disallowance of the tax position; or (b) the tax loss or credit
carryforward is available to satisfy amounts payable upon disal-
lowance of the tax position, and the company intends to use the
deferred tax asset for that purpose. The guidance in this Update is
effective prospectively for fiscal years beginning after December 15,
2013, and interim periods within those fiscal years. Early adoption
and retrospective application are permitted. The adoption of the
guidance in this Update is not expected to have a material impact
on our Consolidated Financial Statements.
Forward-Looking Statements
This Form 10-K contains or may contain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. The Company intends these forward-looking statements to
be covered by the safe harbor provisions for such statements. Forward-
looking statements include, among other things, any statements
regarding the Company’s prospects or future financial condition,
earnings, revenues, tax rates, capital expenditures, expenses or other
financial items, any statements concerning the Company’s prospects
or future operations, including management’s plans or strategies and
objectives therefor and any assumptions, expectations or beliefs
underlying the foregoing. These statements can sometimes be identi-
fied by the use of forward looking words such as “may,” “will,” “should,”
“anticipate,” “believe,” “plan,” “project,” “estimate,” “expect,” “intend,”
“continue,” “pro forma,” “forecast,” “outlook” or other similar expres-
sions or the negative thereof. All statements other than statements
of historical facts in this report or referred to in or incorporated by
reference into this report are “forward-looking statements.” These
statements are based on current expectations, but are subject to
certain inherent risks and uncertainties, many of which are difficult
to predict and are beyond our control. Although we believe our expec-
tations reflected in these forward-looking statements are based on
reasonable assumptions, stockholders are cautioned that no assurance
28 Ingredion Incorporated
can be given that our expectations will prove correct. Actual results
and developments may differ materially from the expectations expressed
in or implied by these statements, based on various factors, including
the effects of global economic conditions, including, particularly, contin-
uation or worsening of the current economic, currency and political
conditions in South America and economic conditions in Europe, and
their impact on our sales volumes and pricing of our products, our
ability to collect our receivables from customers and our ability to
raise funds at reasonable rates; fluctuations in worldwide markets
for corn and other commodities, and the associated risks of hedging
against such fluctuations; fluctuations in the markets and prices for
our co-products, particularly corn oil; fluctuations in aggregate indus-
try supply and market demand; the behavior of financial markets,
including foreign currency fluctuations and fluctuations in interest
and exchange rates; continued volatility and turmoil in the capital
markets; the commercial and consumer credit environment; general
political, economic, business, market and weather conditions in the
various geographic regions and countries in which we buy our raw
materials or manufacture or sell our products; future financial per-
formance of major industries which we serve, including, without
limitation, the food and beverage, pharmaceuticals, paper, corru-
gated, textile and brewing industries; energy costs and availability,
freight and shipping costs, and changes in regulatory controls regard-
ing quotas, tariffs, duties, taxes and income tax rates; operating
difficulties; availability of raw materials, including tapioca and the
specific varieties of corn upon which our products are based; energy
issues in Pakistan; boiler reliability; our ability to effectively integrate
and operate acquired businesses; our ability to achieve budgets and
to realize expected synergies; our ability to complete planned main-
tenance and investment projects successfully and on budget; labor
disputes; genetic and biotechnology issues; changing consumption
preferences including those relating to high fructose corn syrup;
increased competitive and/or customer pressure in the starch process-
ing industry; and the outbreak or continuation of serious communicable
disease or hostilities including acts of terrorism. Our forward-looking
statements speak only as of the date on which they are made and
we do not undertake any obligation to update any forward-looking
statement to reflect events or circumstances after the date of the
statement as a result of new information or future events or develop-
ments. If we do update or correct one or more of these statements,
investors and others should not conclude that we will make additional
updates or corrections. For a further description of these and other
risks, see Item 1A-Risk Factors above and subsequent reports on
Forms 10-Q or 8-K.
Item 7a. Quantitative and Qualitative Disclosures
About Market Risk
Interest Rate Exposure We are exposed to interest rate risk on
our variable-rate debt and price risk on our fixed-rate debt. As of
December 31, 2013, approximately 77 percent or $1.4 billion of our
borrowings are fixed rate debt and the remaining 23 percent or
approximately $0.4 billion of our debt is subject to changes in short-
term rates, which could affect our interest costs. 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, 2013. A hypothetical increase of 1 percentage
point in the weighted average floating interest rate would increase
our annual interest expense by approximately $4 million. See also
Note 5 of the notes to the consolidated financial statements entitled
“Financing Arrangements” for further information.
At December 31, 2013 and 2012, the carrying and fair values of
long-term debt were as follows:
In millions
4.625% senior notes,
due November 1, 2020
3.2% senior notes,
due November 1, 2015
1.8% senior notes,
due September 25, 2017
6.625% senior notes,
due April 15, 2037
6.0% senior notes,
due April 15, 2017
5.62% senior notes,
due March 25, 2020
Fair value adjustment
related to hedged fixed
rate debt instrument
Total long-term debt
2013
2012
Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
$÷«399
$÷«420
$÷«399
$÷«448
350
298
257
200
200
363
296
281
219
221
350
298
257
200
200
368
300
315
227
236
13
$1,717
13
$1,813
20
$1,724
20
$1,914
A hypothetical change of 1 percentage point in interest rates
would change the fair value of our fixed rate debt at December 31,
2013 by approximately $95 million. 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 an effect on our consolidated
financial statements.
Ingredion Incorporated 29
On March 25, 2011, we entered into interest rate swap agreements
that effectively convert the interest rate on our 2015 Notes to a vari-
able rate. These swap agreements call for us to receive interest at a
fixed rate (3.2 percent) and to pay interest at a variable rate based
on the six-month USD LIBOR rate plus a spread. We have designated
these interest rate swap agreements as hedges of the changes in fair
value of the underlying debt obligation attributable to changes in
interest rates and account for them as fair value hedges. The fair value
of these interest rate swap agreements approximated $13 million at
December 31, 2013 and is reflected in the Consolidated Balance Sheet
within other assets, with an offsetting amount recorded in long-term
debt to adjust the carrying amount of the hedged debt obligation.
At December 31, 2013, we had outstanding futures and option
contracts that hedged approximately 68 million bushels of forecasted
corn purchases. Also at December 31, 2013, we had outstanding swap
and option contracts that hedged approximately 12 million mmbtu’s
of forecasted natural gas purchases. Based on our overall commodity
hedge position at December 31, 2013, a hypothetical 10 percent
decline in market prices applied to the fair value of the instruments
would result in a charge to other comprehensive income of approxi-
mately $20 million, net of income tax benefit. It should be noted that
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.
Raw Material and Energy Costs Our finished products are made
primarily from corn. In North America, we sell a large portion of fin-
ished products at firm prices established in supply contracts typically
lasting for periods of up to one year. In order to minimize the effect
of volatility in the cost of corn related to these firm-priced supply
contracts, we enter into corn futures contracts or take other hedging
positions in the corn futures market. These contracts typically mature
within one year. At expiration, we settle the derivative contracts at a
net amount equal to the difference between the then-current price of
corn and the futures contract price. While these hedging instruments
are subject to fluctuations in value, changes in the value of the under-
lying exposures we are hedging generally offset such fluctuations.
While the corn futures contracts or other hedging positions are intended
to minimize the volatility of corn costs on operating profits, occasion-
ally the hedging activity can result in losses, some of which may be
material. Outside of North America, sales of finished products under
long-term, firm-priced supply contracts are not material.
Energy costs represent approximately 10 percent of our operating
costs. The primary use of energy is to create steam in the production
process and to dry product. We consume coal, natural gas, electricity,
wood and fuel oil to generate energy. The market prices for these
commodities vary depending on supply and demand, world economies
and other factors. We purchase these commodities based on our
anticipated usage and the future outlook for these costs. We cannot
assure that we will be able to purchase these commodities at prices
that we can adequately pass on to customers to sustain or increase
profitability. We use derivative financial instruments, such as over-
the-counter natural gas swaps, to hedge portions of our natural gas
costs, primarily in our North American operations.
Foreign Currencies Due to our global operations, we are exposed to
fluctuations in foreign currency exchange rates. As a result, we have
exposure to translational foreign exchange risk when our foreign
operation results are translated to USD and to transactional foreign
exchange risk when transactions not denominated in the functional
currency of the operating unit are revalued. We have significant
operations in Argentina. We utilize the official exchange rate pub-
lished by the Argentina government for re-measurement purposes.
Due to exchange controls put in place by the Argentina government,
a parallel market exists for exchanging Argentine pesos to US dollars
at less favorable rates than the official rate. Argentina and other
emerging markets have experienced increased devaluation and
volatility during the first part of 2014.
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, 2013, a hypothetical 10 percent decline in the value of
the USD would have resulted in a transactional foreign exchange
gain of approximately $1 million. At December 31, 2013, our accumu-
lated other comprehensive loss account included in the equity section
of our consolidated balance sheet includes a cumulative translation
loss of $489 million. The aggregate net assets of our foreign subsidiaries
where the local currency is the functional currency approximated
$1.6 billion at December 31, 2013. A hypothetical 10 percent decline in
the value of the USD relative to foreign currencies would have resulted
in a reduction to our cumulative translation loss and a credit to other
comprehensive income of approximately $180 million.
30 Ingredion Incorporated
Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Ingredion Incorporated:
We have audited the accompanying consolidated balance sheets
of Ingredion Incorporated and subsidiaries (formerly known as Corn
Products International, Inc.) (the Company) as of December 31, 2013
and 2012, and the related consolidated statements of income, com-
prehensive income, equity and redeemable equity, and cash flows for
each of the years in the three-year period ended December 31, 2013.
We also have audited the Company’s internal control over financial
reporting as of December 31, 2013, based on criteria established in
Internal Control–Integrated Framework (1992)issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO).
The Company’s management is responsible for these consolidated
financial statements, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of
internal control over financial reporting, included in the accompany-
ing Management’s Report on Internal Control over Financial Reporting.
Our responsibility is to express an opinion on these consolidated
financial statements and an opinion on the Company’s internal
control over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits to obtain rea-
sonable assurance about whether the financial statements are free
of material misstatement and whether effective internal control over
financial reporting was maintained in all material respects. Our audits
of the consolidated financial statements included examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. Our audit of internal control over
financial reporting included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audits
also included performing such other procedures as we considered
necessary in the circumstances. We believe that our audits provide
a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes
those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorizations
of management and directors of the company; and (3) provide reason-
able assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could
have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
Ingredion Incorporated and subsidiaries as of December 31, 2013 and
2012, and the results of their operations and their cash flows for each
of the years in the three-year period ended December 31, 2013, in
conformity with U.S. generally accepted accounting principles. Also
in our opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of December 31,
2013, based on criteria established in Internal Control –Integrated
Framework (1992) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
/s/ KPMG LLP
Chicago, Illinois
February 24, 2014
Ingredion Incorporated 31
Consolidated Statements of Income
In millions, except per share amounts
Years ended December 31,
2013
2012
2011
Net sales before shipping and handling costs
Less – shipping and handling costs
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Other (income) – net
Restructuring/impairment charges
Operating income
Financing costs – net
Income before income taxes
Provision for income taxes
Net income
Less: Net income attributable to non-controlling interests
Net income attributable to Ingredion
Weighted average common shares outstanding:
Basic
Diluted
Earnings per common share of Ingredion:
Basic
Diluted
See notes to the consolidated financial statements.
$6,653
325
6,328
5,197
1,131
534
(16)
–
518
613
66
547
144
403
7
$÷«396
$6,868
336
6,532
5,294
1,238
556
(22)
36
570
668
67
601
167
434
6
$÷«428
77.0
78.3
76.5
78.2
$÷5.14
5.05
$÷5.59
5.47
$6,544
325
6,219
5,093
1,126
543
(98)
10
455
671
78
593
170
423
7
$÷«416
76.4
78.2
$÷5.44
5.32
32 Ingredion Incorporated
Consolidated Statements of Comprehensive Income
In millions
Years ended December 31,
Net income
Other comprehensive income:
Gains (losses) on cash-flow hedges, net of income tax effect of
$29, $25 and $19, respectively
Reclassification adjustment for losses (gains) on cash-flow hedges included
in net income, net of income tax effect of $19, $15 and $61, respectively
Actuarial gains (losses) on pension and other postretirement obligations,
settlements and plan amendments, net of income tax effect of
$32, $27 and $4, respectively
Losses (gains) related to pension and other postretirement obligations
reclassified to earnings, net of income tax effect of $3, $2 and $5, respectively
Unrealized gain on investment, net of income tax effect
Currency translation adjustment
Comprehensive income
Less: Comprehensive income attributable to non-controlling interests
Comprehensive income attributable to Ingredion
See notes to the consolidated financial statements.
2013
$«403
2012
$«434
(64)
41
63
5
1
(154)
$«295
7
$«288
43
(25)
(56)
5
–
(29)
$«372
6
$«366
2011
$«423
29
(105)
(10)
(11)
–
(126)
$«200
7
$«193
Ingredion Incorporated 33
Consolidated Balance Sheets
In millions, except share and per share amounts
As of December 31,
2013
2012
Assets
Current assets
Cash and cash equivalents
Short-term investments
Accounts receivable – net
Inventories
Prepaid expenses
Deferred income tax assets
Total current assets
Property, plant and equipment, at cost
Land
Buildings
Machinery and equipment
Less: accumulated depreciation
Goodwill
Other intangible assets (less accumulated amortization of $49 and $35, respectively)
Deferred income tax assets
Investments
Other assets
Total assets
Liabilities and equity
Current liabilities
Short-term borrowings
Deferred income taxes
Accounts payable
Accrued liabilities
Total current liabilities
Non-current liabilities
Long-term debt
Deferred income taxes
Share-based payments subject to redemption
Ingredion stockholders’ equity
Preferred stock – authorized 25,000,000 shares – $0.01 par value, none issued
Common stock – authorized 200,000,000 shares – $0.01 par value, 77,672,670 and
77,141,691 issued at December 31, 2013 and 2012, respectively
Additional paid-in capital
Less: Treasury stock (common stock: 3,361,180 and 109,768 shares
at December 31, 2013 and 2012, respectively) at cost
Accumulated other comprehensive loss
Retained earnings
Total Ingredion stockholders’ equity
Non-controlling interests
Total equity
Total liabilities and equity
See notes to the consolidated financial statements.
34 Ingredion Incorporated
$÷÷574
–
832
723
17
68
2,214
173
696
4,063
4,932
(2,776)
2,156
535
311
15
11
118
$«5,360
$÷÷÷93
–
458
269
820
163
1,717
207
24
$÷÷609
19
814
834
19
65
2,360
175
698
4,035
4,908
(2,715)
2,193
557
329
21
10
122
$«5,592
$÷÷÷76
2
590
265
933
297
1,724
160
19
–
–
1
1,166
(225)
(583)
2,045
2,404
25
2,429
$«5,360
1
1,148
(6)
(475)
1,769
2,437
22
2,459
$«5,592
Consolidated Statements of Equity and Redeemable Equity
In millions
Balance, December 31, 2010
Net income attributable to Ingredion
Net income attributable to non-controlling interests
Dividends declared
Gains on cash-flow hedges, net of income tax effect of $19
Amount of gains on cash-flow hedges reclassified
to earnings, net of income tax effect of $61
Repurchases of common stock
Issuance of common stock on exercise of stock options
Stock option expense
Other share-based compensation
Excess tax benefit on share-based compensation
Currency translation adjustment
Actuarial loss on postretirement obligations, settlements and
plan amendments, net of income tax of $4
Gains related to postretirement obligations reclassified
to earnings, net of income tax of $5
Balance, December 31, 2011
Net income attributable to Ingredion
Net income attributable to non-controlling interests
Dividends declared
Gains on cash-flow hedges, net of income tax effect of $25
Amount of gains on cash-flow hedges reclassified
to earnings, net of income tax effect of $15
Repurchases of common stock
Issuance of common stock on exercise of stock options
Stock option expense
Other share-based compensation
Excess tax benefit on share-based compensation
Currency translation adjustment
Sale of non-controlling interests
Actuarial loss on postretirement obligations, settlements and
plan amendments, net of income tax of $27
Losses related to postretirement obligations reclassified
to earnings, net of income tax of $2
Other
Balance, December 31, 2012
Net income attributable to Ingredion
Net income attributable to non-controlling interests
Dividends declared
Losses on cash-flow hedges, net of income tax effect of $29
Amount of losses on cash-flow hedges reclassified
to earnings, net of income tax effect of $19
Repurchases of common stock
Issuance of common stock on exercise of stock options
Stock option expense
Other share-based compensation
Excess tax benefit on share-based compensation
Currency translation adjustment
Actuarial gain on postretirement obligations, settlements and
plan amendments, net of income tax of $32
Losses related to postretirement obligations reclassified
to earnings, net of income tax of $3
Unrealized gain on investment, net of income tax effect
Balance, December 31, 2013
See notes to the consolidated financial statements.
Common
Stock
$1
Additional
Paid-In
Capital
$1,119
Treasury
Stock
$÷÷(1)
Equity
Accumulated
Other
Comprehensive
Income (Loss)
$(190)
Retained
Earnings
$1,046
Non-
Controlling
Interests
$26
Share-based
Payments
Subject to
Redemption
$÷9
416
(50)
7
(4)
6
$1,412
$29
$15
428
(71)
6
(4)
(7)
(2)
$22
7
(4)
4
$19
5
(48)
7
11
6
4
6
$1
$1,146
$÷(42)
(18)
47
7
(13)
7
(3)
11
29
(105)
(126)
(10)
(11)
$(413)
43
(25)
(29)
(56)
5
$1
$1,148
$÷÷(6)
$(475)
$1,769
396
(120)
(228)
6
3
8
6
(1)
5
$1
$1,166
$(225)
(64)
41
(154)
63
5
1
$(583)
$2,045
$25
$24
Ingredion Incorporated 35
Consolidated Statements of Cash Flows
In millions
Years ended December 31,
2013
2012
2011
$«403
$«434
$«423
194
30
–
–
(69)
76
(78)
14
49
619
(298)
19
3
–
2
(274)
(53)
21
–
(112)
(228)
14
5
(353)
(27)
(35)
609
$«574
211
(3)
24
(5)
22
(69)
80
–
38
732
(313)
(18)
9
–
–
(322)
(462)
312
(5)
(69)
(18)
34
11
(197)
(5)
208
401
$«609
211
18
–
(30)
(134)
(149)
27
(78)
12
300
(263)
–
3
(15)
2
(273)
(22)
182
–
(50)
(48)
18
6
86
(14)
99
302
$«401
Cash provided by operating activities:
Net income
Non-cash charges (credits) to net income:
Depreciation and amortization
Deferred income taxes
Write-off of impaired assets
Gain from change in benefit plans
Changes in working capital:
Accounts receivable and prepaid expenses
Inventories
Accounts payable and accrued liabilities
Decrease (increase) in margin accounts
Other
Cash provided by operating activities
Cash used for investing activities:
Capital expenditures
Short-term investments
Proceeds from disposal of plants and properties
Payments for acquisitions
Other
Cash used for investing activities
Cash provided by (used for) financing activities:
Payments on debt
Proceeds from borrowings
Debt issuance costs
Dividends paid (including to non-controlling interests)
Repurchases of common stock
Issuance of common stock
Excess tax benefit on share-based compensation
Cash provided by (used for) financing activities
Effects of foreign exchange rate changes on cash
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
See notes to the consolidated financial statements.
36 Ingredion Incorporated
Notes to the Consolidated Financial Statements
Note 1. Description of the Business
Ingredion Incorporated (“the Company”) was founded in 1906
and became an independent and public company as of December 31,
1997. The Company manufactures and sells starches and sweeteners
derived from the wet milling and processing of corn and other starch-
based materials to a wide range of industries, both domestically
and internationally.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation The consolidated financial statements consist
of the accounts of the Company, including all significant subsidiaries.
Intercompany accounts and transactions are eliminated in consolidation.
The preparation of the accompanying consolidated financial
statements in conformity with accounting principles generally accepted
in the United States of America requires management to make esti-
mates and assumptions about future events. These estimates and the
underlying assumptions affect the amounts of assets and liabilities
reported, disclosures about contingent assets and liabilities, and
reported amounts of revenues and expenses. Such estimates include
the value of purchase consideration, valuation of accounts receivable,
inventories, goodwill, intangible assets and other long-lived assets,
legal contingencies, guarantee obligations, and assumptions used
in the calculation of income taxes, and pension and other postretire-
ment benefits, among others. These estimates and assumptions are
based on management’s best estimates and judgment. Management
evaluates its estimates and assumptions on an ongoing basis using
historical experience and other factors, including the current eco-
nomic environment, which management believes to be reasonable
under the circumstances. Management will adjust such estimates and
assumptions when facts and circumstances dictate. Foreign currency
devaluations, corn price volatility, access to difficult credit markets
and adverse changes in the global economic environment have com-
bined to increase the uncertainty inherent in such estimates and
assumptions. As future events and their effects cannot be determined
with precision, actual results could differ significantly from these
estimates. Changes in these estimates will be reflected in the
financial statements in future periods.
Assets and liabilities of foreign subsidiaries, other than those
whose functional currency is the US dollar, are translated at current
exchange rates with the related translation adjustments reported in
equity as a component of accumulated other comprehensive income
(loss). Income statement accounts are translated at the average
exchange rate during the period. For foreign subsidiaries where the
US dollar is the functional currency, monetary assets and liabilities
are translated at current exchange rates with the related adjustment
included in net income. Non-monetary assets and liabilities are trans-
lated at historical exchange rates. Although the Company hedges the
predominance of its transactional foreign exchange risk (see Note 4),
the Company incurs foreign currency transaction gains/losses relating
to assets and liabilities that are denominated in a currency other than
the functional currency. For 2013, 2012 and 2011, the Company incurred
foreign currency transaction losses of $3 million, less than $1 million
and $2 million, respectively. The Company’s accumulated other compre-
hensive loss included in equity on the Consolidated Balance Sheets
includes cumulative translation loss adjustments of $489 million and
$335 million at December 31, 2013 and 2012, respectively.
Cash and Cash Equivalents Cash equivalents consist of all instruments
purchased with an original maturity of three months or less, and
which have virtually no risk of loss in value.
Inventories Inventories are stated at the lower of cost or net realizable
value. Costs are determined using the weighted average method.
Investments Investments in the common stock of affiliated companies
over which the Company does not exercise significant influence are
accounted for under the cost method. The Company’s wholly-owned
Canadian subsidiary has an investment that is accounted for under
the cost method. The carrying value of this investment was $6 million
at December 31, 2013 and 2012. Investments that enable the Company
to exercise significant influence, but do not represent a controlling
interest, are accounted for under the equity method; such investments
are carried at cost, adjusted to reflect the Company’s proportionate
share of income or loss, less dividends received. The Company did
Ingredion Incorporated 37
not have any investments accounted for under the equity method at
December 31, 2013 or 2012. The Company also has equity interests in
the CME Group Inc., which it classifies as available for sale securities.
The investment is carried at fair value with unrealized gains and
losses recorded to other comprehensive income. The Company would
recognize a loss on its investments when there is a loss in value of an
investment that is other than temporary. In 2011, the Company sold
its investment in Smurfit-Stone Container Corporation which had
been accounted for as an available for sale security and recorded
a nominal gain.
Property, Plant and Equipment and Depreciation Property, plant and
equipment are stated at cost less accumulated depreciation. Depreciation
is generally computed on the straight-line method over the estimated
useful lives of depreciable assets, which range from 10 to 50 years
for buildings and from 3 to 20 years for all other assets. Where per-
mitted by law, accelerated depreciation methods are used for tax
purposes. The Company reviews the recoverability of the net book
value of property, plant and equipment for impairment whenever
events or changes in circumstances indicate that the carrying value
of an asset may not be recoverable from estimated future cash flows
expected to result from its use and eventual disposition. If this review
indicates that the carrying values will not be recovered, the carrying
values would be reduced to fair value and an impairment loss would be
recognized. As required under accounting principles generally accepted
in the United States, the impairment analysis for long-lived assets
occurs before the goodwill impairment assessment described below.
Goodwill and Other Intangible Assets Goodwill ($535 million and
$557 million at December 31, 2013 and 2012, respectively) represents
the excess of the cost of an acquired entity over the fair value assigned
to identifiable assets acquired and liabilities assumed. The Company
also has other intangible assets aggregating $311 million and $329 mil-
lion at December 31, 2013 and 2012, respectively. The carrying amount
of goodwill by geographic segment at December 31, 2013 and 2012
was as follows:
In millions
Balance at
December 31, 2011
Impairment charges
Currency translation
Balance at
December 31, 2012
Currency translation
Balance at
December 31, 2013
Goodwill before
impairment charges
Accumulated
impairment charges
Balance at
December 31, 2012
Goodwill before
impairment charges
Accumulated
impairment charges
Balance at
December 31, 2013
North
America
South
America
Asia
Pacific
EMEA
Total
$278
–
–
$278
–
$101
–
(6)
$÷95
(17)
$«106
(2)
–
$«104
(7)
$77
–
3
$80
2
$«562
(2)
(3)
$«557
(22)
$278
$÷78
$÷«97
$82
$«535
$279
$÷95
$«225
$80
$«679
(1)
–
(121)
–
(122)
$278
$÷95
$«104
$80
$«557
$279
$÷78
$«218
$82
$«657
(1)
–
(121)
–
(122)
$278
$÷78
$÷«97
$82
$«535
The following table summarizes the Company’s other intangible
assets for the periods presented:
Gross
$132
139
83
6
$360
Accumulated
Amortization
$÷«–
(18)
(27)
(4)
$(49)
As of December 31, 2013
As of December 31, 2012
Weighted
Average
Useful
Life (years)
–
25
10
8
19
Net
$132
121
56
2
$311
Gross
$132
143
83
6
$364
Accumulated
Amortization
$÷«–
(13)
(19)
(3)
$(35)
Weighted
Average
Useful
Life (years)
–
25
10
8
19
Net
$132
130
64
3
$329
In millions
Trademarks/tradenames
Customer relationships
Technology
Other
Total other intangible assets
38 Ingredion Incorporated
For definite-lived intangible assets, the Company recognizes the
cost of such amortizable assets in operations over their estimated
useful lives and evaluates the recoverability of the assets whenever
events or changes in circumstances indicate that the carrying value
of the assets may not be recoverable. Amortization expense related
to intangible assets was $14 million for each of the years ended
December 31, 2013, 2012 and 2011.
Based on acquisitions completed through December 31, 2013, the
Company expects intangible asset amortization expense for subsequent
years to be approximately $14 million annually through 2018.
The Company assesses goodwill and other indefinite-lived intangible
assets for impairment annually (or more frequently if impairment
indicators arise). The Company has chosen to perform this annual
impairment assessment as of October 1 of each year. The Company
has completed the required impairment assessments and determined
there to be no impairment in the fourth quarter of 2013.
In testing goodwill for impairment, the Company first assesses
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.
After assessing the qualitative factors, if the Company determines
that it is not more likely than not that the fair value of a reporting
unit is less than its carrying amount then the Company does not
perform the two-step impairment test. If the Company concludes
otherwise, then it performs the first step of the two-step impairment
test as described in ASC Topic 350. In the first step, the fair value of
the reporting unit is compared to its carrying value. If the fair value of
the reporting unit exceeds the carrying value of its net assets, goodwill
is not considered impaired and no further testing is required. If the
carrying value of the net assets exceeds the fair value of the reporting
unit, a second step of the impairment assessment is performed in
order to determine the implied fair value of a reporting unit’s goodwill.
Determining the implied fair value of goodwill requires a valuation
of the reporting unit’s tangible and intangible assets and liabilities
in a manner similar to the allocation of purchase price in a business
combination. If the carrying value of the reporting unit’s goodwill
exceeds the implied fair value of its goodwill, goodwill is deemed
impaired and is written down to the extent of the difference. Based
on the results of the annual assessment, the Company concluded
that as of October 1, 2013 (although the estimated fair values of the
Southern Cone of South America and Brazil reporting units decreased
compared to the 2012 assessment due to recent trends experienced
in these reporting units), it was more likely than not that the fair
value of all reporting units was greater than their carrying value.
In testing indefinite-lived intangible assets for impairment, the
Company first assesses qualitative factors to determine whether it is
more likely than not that the fair value of an indefinite-lived intangi-
ble asset is impaired. After assessing the qualitative factors, if the
Company determines that it is not more likely than not that the fair
value of an indefinite-lived intangible asset is less than its carrying
amount, then it would not be required to compute the fair value of
the indefinite-lived intangible asset. In the event the qualitative
assessment leads the Company to conclude otherwise, then it would
be required to determine the fair value of the indefinite-lived intangi-
ble asset and perform the quantitative impairment test in accordance
with ASC subtopic 350-30. In performing the qualitative analysis, the
Company considers various factors including net sales derived from
these intangibles and certain market and industry conditions. Based
on the results of this qualitative assessment, the Company concluded
that as of October 1, 2013, it was more likely than not that the fair
value of the indefinite-lived intangible assets was greater than their
carrying value.
Revenue Recognition The Company recognizes operating revenues at
the time title to the goods and all risks of ownership transfer to the
customer. This transfer is considered complete when a sales agreement
is in place, delivery has occurred, pricing is fixed or determinable and
collection is reasonably assured. In the case of consigned inventories,
the title passes and the transfer of ownership risk occurs when the
goods are used by the customer. Taxes assessed by governmental
authorities and collected from customers are accounted for on a net
basis and excluded from revenues.
Hedging Instruments The Company uses derivative financial
instruments principally to offset exposure to market risks arising
from changes in commodity prices, foreign currency exchange rates
and interest rates. Derivative financial instruments used by the
Company consist of commodity futures and option contracts, forward
currency contracts and options, interest rate swap agreements and
treasury lock agreements. The Company enters into futures and
option contracts, which are designated as hedges of specific volumes
of commodities (corn and natural gas) that will be purchased in a
future month. These derivative financial instruments are recognized
in the Consolidated Balance Sheets at fair value. The Company has
also entered into interest rate swap agreements that effectively con-
vert the interest rate on certain fixed rate debt to a variable interest
rate and, on certain variable rate debt, to a fixed interest rate. The
Company periodically enters into treasury lock agreements to lock
the benchmark rate for an anticipated fixed-rate borrowing. See also
Note 4 and Note 5 of the notes to the consolidated financial statements
for additional information.
Ingredion Incorporated 39
On the date a derivative contract is entered into, the Company
designates the derivative as either a hedge of variable cash flows to
be paid related to interest on variable rate debt, as a hedge of mar-
ket variation in the benchmark rate for a future fixed rate debt issue,
as a hedge of foreign currency cash flows associated with certain
forecasted commercial transactions or loans, or as a hedge of certain
forecasted purchases of corn or natural gas used in the manufacturing
process (“a cash-flow hedge”), or as a hedge of the fair value of certain
debt obligations (“a fair-value hedge”). This process includes linking
all derivatives that are designated as fair-value or cash-flow hedges to
specific assets and liabilities on the Consolidated Balance Sheet, or to
specific firm commitments or forecasted transactions. For all hedging
relationships, the Company formally documents the hedging relation-
ships and its risk-management objective and strategy for undertaking
the hedge transactions, the hedging instrument, the hedged item, the
nature of the risk being hedged, how the hedging instrument’s effec-
tiveness in offsetting the hedged risk will be assessed and a description
of the method of measuring ineffectiveness. The Company also formally
assesses both, at the hedge’s inception and on an ongoing basis,
whether the derivatives that are used in hedging transactions are
highly effective in offsetting changes in cash flows or fair values of
hedged items. When it is determined that a derivative is not highly
effective as a hedge or that it has ceased to be a highly effective
hedge, the Company discontinues hedge accounting prospectively.
Changes in the fair value of floating-to-fixed interest rate swaps,
treasury locks or commodity futures and option contracts that are
highly effective and that are designated and qualify as cash-flow
hedges are recorded in other comprehensive income, net of applica-
ble income taxes. Realized gains and losses associated with changes
in the fair value of interest rate swaps and treasury locks are reclassi-
fied from accumulated other comprehensive income (“AOCI”) to the
Consolidated Statement of Income over the life of the underlying debt.
Gains and losses on hedges of foreign currency cash flows associated
with certain forecasted commercial transactions or loans are reclassi-
fied from AOCI to the Consolidated Statement of Income when such
transactions or obligations are settled. Gains and losses on commodity
hedging contracts are reclassified from AOCI to the Consolidated
Statement of Income when the finished goods produced using the
hedged item are sold. The maximum term over which the Company
hedges exposures to the variability of cash flows for commodity price
risk is 24 months. Changes in the fair value of a fixed-to-floating interest
rate swap agreement that is highly effective and that is designated
and qualifies as a fair-value hedge, along with the loss or gain on the
hedged debt obligation, are recorded in earnings. The ineffective portion
of the change in fair value of a derivative instrument that qualifies as
either a cash-flow hedge or a fair-value hedge is reported in earnings.
The Company discontinues hedge accounting prospectively when
it is determined that the derivative is no longer effective in offsetting
changes in the cash flows or fair value of the hedged item, the deriv-
ative is de-designated as a hedging instrument because it is unlikely
that a forecasted transaction will occur, or management determines
that designation of the derivative as a hedging instrument is no longer
appropriate. When hedge accounting is discontinued, the Company
continues to carry the derivative on the Consolidated Balance Sheet
at its fair value, and gains and losses that were included in AOCI are
recognized in earnings in the same line item affected by the hedged
transaction and in the same period or periods during which the
hedged transaction affects earnings, or in the month a hedge is
determined to be ineffective.
The Company uses derivative financial instruments such as
foreign currency forward contracts, swaps and options to manage the
transactional foreign exchange risk that is created when transactions
not denominated in the functional currency of the operating unit are
revalued. The changes in fair value of these derivative instruments and
the offsetting changes in the value of the underlying non-functional
currency denominated transactions are recorded in earnings on a
monthly basis.
Stock-based Compensation The Company has a stock incentive plan
that provides for stock-based employee compensation, including the
granting of stock options, shares of restricted stock, restricted stock
units and performance shares to certain key employees. Compensation
expense is recognized in the Consolidated Statements of Income for
the Company’s stock-based employee compensation plan. The plan
is more fully described in Note 10.
Earnings per Common Share Basic earnings per common share
is computed by dividing net income attributable to Ingredion by
the weighted average number of shares outstanding, which totaled
77.0 million for 2013, 76.5 million for 2012 and 76.4 million for 2011.
Diluted earnings per share (EPS) is computed by dividing net income
attributable to Ingredion by the weighted average number of shares
outstanding, including the dilutive effect of outstanding stock options
and other instruments associated with long-term incentive compen-
sation plans. The weighted average number of shares outstanding for
diluted EPS calculations was 78.3 million, 78.2 million and 78.2 million
for 2013, 2012 and 2011, respectively. In 2013, 2012 and 2011, options
to purchase approximately 0.4 million, 0.9 million and 0.4 million
shares of common stock, respectively, were excluded from the calcu-
lation of the weighted average number of shares outstanding for
diluted EPS because their effects were anti-dilutive.
40 Ingredion Incorporated
Risks and Uncertainties The Company operates domestically and
internationally. In each country, the business and assets are subject
to varying degrees of risk and uncertainty. The Company insures its
business and assets in each country against insurable risks in a man-
ner that it deems appropriate. Because of this geographic dispersion,
the Company believes that a loss from non-insurable events in any
one country would not have a material adverse effect on the Company’s
operations as a whole. Additionally, the Company believes there is no
significant concentration of risk with any single customer or supplier
whose failure or non-performance would materially affect the
Company’s results.
Recently Adopted Accounting Standards In January 2013, the
Financial Accounting Standards Board (“FASB”) issued Accounting
Standards Update (“ASU”) No. 2013-01, Balance Sheet (Topic 210):
Clarifying the Scope of Disclosures about Offsetting Assets and
Liabilities,which requires new asset and liability offsetting disclosures
for derivatives, repurchase agreements and security lending transac-
tions to the extent that they are: (1) offset in the financial statements;
or (2) subject to an enforceable master netting arrangement or simi-
lar agreement. This Update requires an entity to disclose both gross
and net information about instruments and transactions eligible for
offset in the balance sheet and was effective for the Company in the
first quarter of 2013. The Company’s derivative instruments are not
offset in the financial statements and are not subject to right of off-
set provisions with our counterparties. Accordingly, this Update did
not have a material impact on the Company’s 2013 Consolidated
Financial Statements but could have an impact on future disclosures.
Additional information about derivative instruments can be found
in Note 4.
In February 2013, the FASB issued ASU No. 2013-02, Comprehensive
Income (Topic 220): Reporting of Amounts Reclassified Out of
Accumulated Other Comprehensive Income.This Update does not
change the current requirements for reporting net income or other
comprehensive income in financial statements; however, it requires
an entity to provide information about the amounts reclassified
out of accumulated other comprehensive income by component.
In addition, an entity is required to present, either on the face of
the statement where net income is presented or in the notes, signifi-
cant amounts reclassified out of accumulated other comprehensive
income by the respective line items of net income for only amounts
reclassified in their entirety in the same reporting period. This guid-
ance was effective for annual periods beginning after December 15,
2012, and interim periods within those annual periods. The disclosures
required by this Update are provided in Note 10.
Note 3. Restructuring and Asset Impairment Charges
In the second quarter of 2012, the Company decided to restructure its
business operations in Kenya and to close its manufacturing plant in
the country. As part of that decision, the Company recorded $20 mil-
lion of restructuring charges to its Statement of Income consisting
of an $8 million charge to realize the cumulative translation adjust-
ment associated with the Kenyan operations, a $6 million fixed asset
impairment charge, a $2 million charge to reduce certain working
capital balances to net realizable value based on the announced
closure, $2 million of costs primarily consisting of severance pay
related to the termination of the majority of its employees in Kenya
and $2 million of additional charges related to this restructuring.
As part of the Company’s ongoing strategic optimization, in the
third quarter of 2012, the Company decided to exit its investment in
Shouguang Golden Far East Modified Starch Co., Ltd (“GFEMS”), a
non-wholly-owned consolidated subsidiary in China. In conjunction
with that decision, the Company recorded a $4 million impairment
charge to reduce the carrying value of GFEMS to its estimated net
realizable value. The Company also recorded a $1 million charge for
impaired assets in Colombia in 2012. The Company sold its interest in
GFEMS in 2012 for $3 million in cash, which approximated the carry-
ing value of the investment in GFEMS following the aforementioned
impairment charge.
Additionally, as part of a manufacturing optimization program
developed in conjunction with the acquisition of National Starch to
improve profitability, in the second quarter of 2011 the Company
committed to a plan to optimize its production capabilities at certain
of its North American facilities. The plan was completed in October
2012. As a result, the Company recorded restructuring charges to
write-off certain equipment by the plan completion date. These
charges totaled $11 million and $10 million in 2012 and 2011, respec-
tively, of which $10 million and $8 million represented accelerated
depreciation on the equipment.
Note 4. Financial Instruments, Derivatives and Hedging Activities
The Company is exposed to market risk stemming from changes in
commodity prices (corn and natural gas), foreign currency exchange
rates and interest rates. In the normal course of business, the Company
actively manages its exposure to these market risks by entering into
various hedging transactions, authorized under established policies
that place clear controls on these activities. These transactions utilize
exchange-traded derivatives or over-the-counter derivatives with
investment-grade counterparties. Derivative financial instruments
currently used by the Company consist of commodity futures, options
and swap contracts, foreign currency forward contracts, swaps and
options, and interest rate swaps.
Ingredion Incorporated 41
Commodity Price Hedging The Company’s principal use of derivative
financial instruments is to manage commodity price risk in North
America relating to anticipated purchases of corn and natural gas to
be used in the manufacturing process, generally over the next twelve
to eighteen months. The Company maintains a commodity-price risk
management strategy that uses derivative instruments to minimize
significant, unanticipated earnings fluctuations caused by commodity-
price volatility. For example, the manufacturing of the Company’s
products requires a significant volume of corn and natural gas. Price
fluctuations in corn and natural gas cause the actual purchase price
of corn and natural gas to differ from anticipated prices.
To manage price risk related to corn purchases in North America,
the Company uses corn futures and options contracts that trade on
regulated commodity exchanges to lock in its corn costs associated
with firm-priced customer sales contracts. The Company uses over-the-
counter gas swaps to hedge a portion of its natural gas usage in North
America. These derivative financial instruments limit the impact that
volatility resulting from fluctuations in market prices will have on corn
and natural gas purchases and have been designated as cash-flow
hedges. Unrealized gains and losses associated with marking the
commodity hedging contracts to market (fair value) are recorded as
a component of other comprehensive income (“OCI”) and included
in the equity section of the Consolidated Balance Sheets as part of
AOCI. These amounts are subsequently reclassified into earnings in
the same line item affected by the hedged transaction and in the
same period or periods during which the hedged transaction affects
earnings, or in the month a hedge is determined to be ineffective. The
Company assesses the effectiveness of a commodity hedge contract
based on changes in the contract’s fair value. The changes in the
market value of such contracts have historically been, and are expected
to continue to be, highly effective at offsetting changes in the price
of the hedged items. The amounts representing the ineffectiveness
of these cash- flow hedges are not significant.
At December 31, 2013, AOCI included $32 million of losses, net
of tax of $15 million, pertaining to commodities-related derivative
instruments designated as cash-flow hedges. At December 31, 2012,
AOCI included $7 million of losses, net of tax of $4 million, pertaining
to commodities-related derivative instruments designated as
cash-flow hedges.
Interest Rate Hedging The Company assesses its exposure to variability
in interest rates by identifying and monitoring changes in interest rates
that may adversely impact future cash flows and the fair value of
existing debt instruments, and by evaluating hedging opportunities.
The Company maintains risk management control systems to monitor
interest rate risk attributable to both the Company’s outstanding and
forecasted debt obligations as well as the Company’s offsetting hedge
positions. The risk management control systems involve the use of
analytical techniques, including sensitivity analysis, to estimate the
expected impact of changes in interest rates on future cash flows
and the fair value of the Company’s outstanding and forecasted
debt instruments.
Derivative financial instruments that have been used by the
Company to manage its interest rate risk consist of Treasury Lock
agreements (“T-Locks”) and interest rate swaps. The Company peri-
odically enters into T-Locks to fix the benchmark component of the
interest rate to be established for certain planned fixed-rate debt
issuances. The T-Locks are designated as hedges of the variability in
cash flows associated with future interest payments caused by mar-
ket fluctuations in the benchmark interest rate until the fixed interest
rate is established, and are accounted for as cash-flow hedges.
Accordingly, changes in the fair value of the T-Locks are recorded
to AOCI until the consummation of the underlying debt offering, at
which time any realized gain (loss) is amortized to earnings over the
life of the debt. The net gain or loss recognized in earnings during
2013, 2012 and 2011 was not significant. The Company has also, from
time to time, entered into interest rate swap agreements that effec-
tively converted the interest rate on certain fixed-rate debt to a
variable rate. These swaps called for the Company to receive interest
at a fixed rate and to pay interest at a variable rate, thereby creating
the equivalent of variable-rate debt. The Company designated these
interest rate swap agreements as hedges of the changes in fair value
of the underlying debt obligation attributable to changes in interest
rates and accounted for them as fair-value hedges. Changes in the
fair value of interest rate swaps designated as hedging instruments
that effectively offset the variability in the fair value of outstanding
debt obligations are reported in earnings. These amounts offset the
gain or loss (that is, the change in fair value) of the hedged debt
instrument that is attributable to changes in interest rates (that is,
the hedged risk) which is also recognized in earnings. The Company
did not have any T-Locks outstanding at December 31, 2013 or 2012. At
December 31, 2013, AOCI included $8 million of losses (net of income
taxes of $5 million) related to settled T-Locks. At December 31, 2012,
42 Ingredion Incorporated
AOCI included $10 million of losses (net of income taxes of $6 million)
related to settled T-Locks. These deferred losses are being amortized
to financing costs over the terms of the senior notes with which they
are associated.
On March 25, 2011, the Company entered into interest rate swap
agreements that effectively convert the interest rate on the Company’s
3.2 percent $350 million senior notes due November 1, 2015 to a vari-
able rate. These swap agreements call for the Company to receive
interest at a fixed rate (3.2 percent) and to pay interest at a variable
rate based on the six-month US dollar LIBOR rate plus a spread. The
Company has designated these interest rate swap agreements as
hedges of the changes in fair value of the underlying debt obligation
attributable to changes in interest rates and accounts for them as fair-
value hedges. The fair value of these interest rate swap agreements
at December 31, 2013 and 2012 approximated $13 million and $20 mil-
lion, respectively, and is reflected in the Consolidated Balance Sheets
within other assets, with an offsetting amount recorded in long-term
debt to adjust the carrying amount of the hedged debt obligation.
Foreign Currency Hedging Due to the Company’s global operations,
including many emerging markets, it is exposed to fluctuations in
foreign currency exchange rates. As a result, the Company has expo-
sure to translational foreign exchange risk when its foreign operation
results are translated to US dollars and to transactional foreign exchange
risk when transactions not denominated in the functional currency of
the operating unit are revalued. The Company primarily uses deriva-
tive financial instruments such as foreign currency forward contracts,
swaps and options to manage its transactional foreign exchange risk.
At December 31, 2013, the Company had foreign currency forward
sales contracts with an aggregate notional amount of $147 million
and foreign currency forward purchase contracts with an aggregate
notional amount of $78 million that hedged transactional exposures.
At December 31, 2012, the Company had foreign currency forward
sales contracts with an aggregate notional amount of $268 million
and foreign currency forward purchase contracts with an aggregate
notional amount of $167 million that hedged transactional exposures.
The fair values of these derivative instruments at both December 31,
2013 and 2012 are liabilities of $5 million.
The Company also has foreign currency derivative instruments
that hedge certain foreign currency transactional exposures and are
designated as cash-flow hedges. At December 31, 2013, AOCI included
$1 million of net gains, net of income taxes, associated with these
hedges. Such cash-flow hedges were not material at December 31, 2012.
By using derivative financial instruments to hedge exposures, the
Company exposes itself to credit risk and market risk. Credit risk is
the risk that the counterparty will fail to perform under the terms of
the derivative contract. When the fair value of a derivative contract is
positive, the counterparty owes the Company, which creates credit
risk for the Company. When the fair value of a derivative contract is
negative, the Company owes the counterparty and, therefore, it does
not possess credit risk. The Company minimizes the credit risk in
derivative instruments by entering into over-the-counter transactions
only with investment grade counterparties or by utilizing exchange-
traded derivatives. Market risk is the adverse effect on the value of a
financial instrument that results from a change in commodity prices,
interest rates or foreign exchange rates. The market risk associated
with commodity-price, interest rate or foreign exchange contracts is
managed by establishing and monitoring parameters that limit the
types and degree of market risk that may be undertaken.
The fair value and balance sheet location of the Company’s derivative
instruments accounted for as cash-flow hedges are presented below:
In millions
Derivatives
Designated
as Hedging
Instruments
Commodity
and foreign
currency
contracts
Commodity
and foreign
currency
contracts
Total
Fair Value of Derivative Instruments
Fair Value
Fair Value
Balance
Sheet
Location
At
Dec. 31,
2013
At
Dec. 31,
2012
Balance
Sheet
Location
At
Dec. 31,
2013
At
Dec. 31,
2012
Accounts
receivable-net
$2
$5
Accounts
payable and
accrued
liabilities
$27
$34
Other assets
Non-current
liabilities
5
$7
–
$5
–
$27
6
$40
At December 31, 2013, the Company had outstanding futures and
option contracts that hedged the forecasted purchase of approxi-
mately 68 million bushels of corn. Also at December 31, 2013, the
Company had outstanding swap and option contracts that hedged
the forecasted purchase of approximately 12 million mmbtu’s of fore-
casted natural gas. The Company is unable to directly hedge price
risk related to co-product sales; however, it occasionally enters into
hedges of soybean oil (a competing product to corn oil) in order to
mitigate the price risk of corn oil sales. No such hedges were in place
at December 31, 2013.
Ingredion Incorporated 43
Additional information relating to the Company’s derivative
instruments is presented below (in millions, pre-tax):
Derivatives
in Cash
Flow Hedging
Relationships
Commodity and foreign
currency contracts
Interest rate contracts
Total
Amount of
Gains (Losses)
Recognized in
OCI on Derivatives
Year
Ended
Dec. 31,
2013
Year
Ended
Dec. 31,
2012
Year
Ended
Dec. 31,
2011
$(93)
$68
$48
–
$(93)
–
$68
–
$48
Location
of Gains
(Losses)
Reclassified
from
AOCI into
Income
Cost of
sales
Financing
costs, net
Amount of
Gains (Losses)
Reclassified
from AOCI
into Income
Year
Ended
Dec. 31,
2013
Year
Ended
Dec. 31,
2012
Year
Ended
Dec. 31,
2011
$(57)
$43
$169
(3)
$(60)
(3)
$40
(3)
$166
At December 31, 2013, AOCI included approximately $31 million
of losses, net of income taxes of $15 million, on commodities-related
derivative instruments designated as cash-flow hedges that are
expected to be reclassified into earnings during the next twelve
months. Transactions and events expected to occur over the next
twelve months that will necessitate reclassifying these derivative
losses to earnings include the sale of finished goods inventory that
includes previously hedged purchases of corn and natural gas. The
Company expects the losses to be offset by changes in the underlying
commodities cost. Additionally at December 31, 2013, AOCI included
$2 million of losses on settled T-Locks (net of income taxes of $1 mil-
lion) and $2 million of losses related to foreign currency hedges (net
of income taxes of $1 million), which are expected to be reclassified
into earnings during the next twelve months. Cash-flow hedges
discontinued during 2013 or 2012 were not material.
Presented below are the fair values of the Company’s financial
instruments and derivatives for the periods presented:
In millions
Available for sale securities
Derivative assets
Derivative liabilities
Long-term debt
As of December 31, 2013
As of December 31, 2012
Total
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
$÷÷÷«4
20
32
1,813
$÷4
–
22
–
$÷÷÷«–
20
10
1,813
$–
–
–
–
$÷÷÷«3
25
45
1,914
$÷3
5
24
–
$«÷÷÷–
20
21
1,914
$–
–
–
–
Level 1 inputs consist of quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly or indirectly for substantially the full term of the financial instrument. Level 2 inputs are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets
or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability or can be derived principally from or corroborated by observable market data. Level 3 inputs are
unobservable inputs for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any,
market activity for the asset or liability at the measurement date.
The carrying values of cash equivalents, short-term investments,
accounts receivable, accounts payable and short-term borrowings
approximate fair values. Commodity futures, options and swap con-
tracts are recognized at fair value. Foreign currency forward contracts,
swaps and options are also recognized at fair value. The fair value of
the Company’s long-term debt is estimated based on quotations of
major securities dealers who are market makers in the securities.
Presented below are the carrying amounts and the fair values of the
Company’s long-term debt at December 31, 2013 and 2012.
In millions
4.625% senior notes,
due November 1, 2020
3.2% senior notes,
due November 1, 2015
1.8% senior notes,
due September 25, 2017
6.625% senior notes,
due April 15, 2037
6.0% senior notes,
due April 15, 2017
5.62% senior notes,
due March 25, 2020
Fair value adjustment
related to hedged fixed
rate debt instrument
Total long-term debt
2013
2012
Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
$÷«399
$÷«420
$÷«399
$÷«448
350
298
257
200
200
363
296
281
219
221
350
298
257
200
200
368
300
315
227
236
13
$1,717
13
$1,813
20
$1,724
20
$1,914
44 Ingredion Incorporated
Note 5. Financing Arrangements
The Company had total debt outstanding of $1.81 billion and $1.80 billion
at December 31, 2013 and 2012, respectively. Short-term borrowings at
December 31, 2013 and 2012 consist primarily of amounts outstanding
under various unsecured local country operating lines of credit.
Short-term borrowings consist of the following at December 31:
In millions
2013
2012
amount. The net proceeds from the sale of the notes of approximately
$297 million were used to repay $205 million of borrowings under
the Company’s previously existing $1 billion revolving credit facility
and for general corporate purposes. The Company paid debt issuance
costs of approximately $2 million relating to the notes, which are
being amortized to financing costs over the life of the notes.
Long-term debt consists of the following at December 31:
Short-term borrowings in various
currencies (at rates ranging from 1% to
11% for 2013 and 1% to 7% for 2012)
$93
$76
net of discount of $1
4.625% senior notes, due November 1, 2020,
In millions
2013
2012
On October 22, 2012, the Company entered into a new five-year,
senior unsecured $1 billion revolving credit agreement (the “Revolving
Credit Agreement”). The Company paid fees of approximately $3 mil-
lion relating to the new credit facility, which are being amortized to
financing costs over the term of the facility.
Subject to certain terms and conditions, the Company may
increase the amount of the revolving facility under the Revolving
Credit Agreement by up to $250 million in the aggregate. All commit-
ted pro rata borrowings under the revolving facility will bear interest
at a variable annual rate based on the LIBOR or prime rate, at the
Company’s election, subject to the terms and conditions thereof,
plus, in each case, an applicable margin based on the Company’s
leverage ratio (as reported in the financial statements delivered
pursuant to the Revolving Credit Agreement).
The Revolving Credit Agreement contains customary representations,
warranties, covenants, events of default, terms and conditions, includ-
ing limitations on liens, incurrence of debt, mergers and significant
asset dispositions. The Company must also comply with a leverage
ratio and an interest coverage ratio covenant. The occurrence of an
event of default under the Revolving Credit Agreement could result
in all loans and other obligations under the agreement being declared
due and payable and the revolving credit facility being terminated.
The Company had no borrowings outstanding under its $1 billion
revolving credit facility at December 31, 2013. In addition to borrow-
ing availability under its Revolving Credit Agreement, the Company
has approximately $487 million of unused operating lines of credit
in the various foreign countries in which it operates.
On September 20, 2012, the Company issued 1.80 percent Senior
Notes due September 25, 2017, in an aggregate principal amount of
$300 million. These notes rank equally with the Company’s other
senior unsecured debt. Interest on the notes is required to be paid
semi-annually on March 25th and September 25th, beginning in
March 2013. The notes are subject to optional prepayment by the
Company at 100 percent of the principal amount plus interest up to
the prepayment date and, in certain circumstances, a make-whole
3.2% senior notes, due November 1, 2015
1.8% senior notes, due September 25, 2017,
net of discount of $2
6.625% senior notes, due April 15, 2037,
net of premium of $8 and discount of $1
6.0% senior notes, due April 15, 2017
5.62% senior notes, due March 25, 2020
Fair value adjustment related to
hedged fixed rate debt instrument
Total
Less: current maturities
Long-term debt
$÷«399
350
$÷«399
350
298
257
200
200
298
257
200
200
13
$1,717
–
$1,717
20
$1,724
–
$1,724
The Company’s long-term debt matures as follows: $350 million
in 2015, $500 million in 2017, $600 million in 2020 and $250 million
in 2037.
Ingredion Incorporated guarantees certain obligations of its
consolidated subsidiaries. The amount of the obligations guaranteed
aggregated $225 million and $93 million at December 31, 2013 and
2012, respectively.
Note 6. Leases
The Company leases rail cars, certain machinery and equipment, and
office space under various operating leases. Rental expense under
operating leases was $47 million, $45 million and $44 million in 2013,
2012 and 2011, respectively. Minimum lease payments due on non-
cancellable leases existing at December 31, 2013 are shown below:
In millions
2014
2015
2016
2017
2018
Balance thereafter
Minimum Lease Payments
$44
37
33
25
19
38
Ingredion Incorporated 45
Note 7. Income Taxes
The components of income before income taxes and the provision
for income taxes are shown below:
In millions
2013
2012
2011
Income before income taxes:
United States
Foreign
Total
Provision for income taxes:
Current tax expense
US federal
State and local
Foreign
Total current
Deferred tax expense (benefit)
US federal
State and local
Foreign
Total deferred
Total provision for income taxes
$138
409
$547
$÷÷5
3
106
$114
$÷11
(2)
21
$÷30
$144
$÷91
510
$601
$÷÷3
1
166
$170
$÷«(5)
2
–
$÷«(3)
$167
$158
435
$593
$÷÷9
2
141
$152
$÷10
3
5
$÷18
$170
Deferred income taxes are provided for the tax effects of temporary
differences between the financial reporting basis and tax basis of
assets and liabilities. Significant temporary differences at December 31,
2013 and 2012 are summarized as follows:
In millions
2013
2012
Deferred tax assets attributable to:
Employee benefit accruals
Pensions and postretirement plans
Derivative contracts
Net operating loss carryforwards
Foreign tax credit carryforwards
Other
Gross deferred tax assets
Valuation allowance
Net deferred tax assets
Deferred tax liabilities attributable to:
Property, plant and equipment
Identified intangibles
Gross deferred tax liabilities
Net deferred tax liabilities
$÷23
24
20
16
11
42
$136
(3)
$133
$200
57
$257
$124
$÷19
65
10
23
24
53
$194
(9)
$185
$202
59
$261
$÷76
Of the $16 million of tax-effected net operating loss carryforwards
at December 31, 2013, approximately $12 million are in Korea, and are
scheduled to expire in 2021. The Company anticipates full utilization
of the Korean carryforward. The foreign tax credit carryforwards of
$11 million at December 31, 2013, are scheduled to expire in 2015
through 2022. The Company anticipates full utilization of the foreign
tax credits before any expiration.
Income tax accounting requires that a valuation allowance be
established when it is more likely than not that all or a portion of
a deferred tax asset will not be realized. In making this assessment,
management considers the level of historical taxable income, sched-
uled reversal of deferred tax liabilities, tax planning strategies, tax
carryovers and projected future taxable income. At December 31,
2013, the Company maintains valuation allowances of $2 million
for state loss carryforwards and $1 million for foreign net operating
losses that management has determined will more likely than not
expire prior to realization.
A reconciliation of the US federal statutory tax rate to the
Company’s effective tax rate follows:
Provision for tax at US statutory rate
Tax rate difference on foreign income
State and local taxes – net
Change in valuation allowance –
foreign tax credits
Reversal of Korea valuation allowance
Reversal of Chile valuation allowance
Non-deductible National Starch
acquisition costs
NAFTA award
Other items – net
Provision at effective tax rate
2013
35.00%
(5.28)
0.35
–
–
–
–
–
(3.74)
26.33%
2012
35.00%
(3.86)
0.79
–
(2.52)
(0.06)
0.04
–
(1.61)
27.78%
2011
35.00%
(3.62)
0.58
(0.62)
–
(0.09)
0.04
(3.45)
0.83
28.67%
Provisions are made for estimated US and foreign income taxes,
less credits that may be available, on distributions from foreign
subsidiaries to the extent dividends are anticipated. No provision
has been made for income taxes on approximately $1.931 billion of
undistributed earnings of foreign subsidiaries at December 31, 2013,
as such amounts are considered permanently reinvested. It is not
practicable to estimate the additional income taxes, including appli-
cable withholding taxes and credits, that would be due upon the
repatriation of these earnings.
A reconciliation of the beginning and ending amount of
unrecognized tax benefits, excluding interest and penalties,
for 2013 and 2012 is as follows:
In millions
Balance at January 1
Additions for tax positions related to prior years
Reductions for tax positions related to prior years
Additions based on tax positions related to
the current year
Reductions related to a lapse in the
statute of limitations
Balance at December 31
2013
$37
5
(6)
1
(3)
$34
2012
$35
3
–
6
(7)
$37
46 Ingredion Incorporated
Of the $34 million at December 31, 2013, $19 million represents the
amount of unrecognized tax benefits that, if recognized, would affect
the effective tax rate in future periods. The remaining $15 million would
include an offset of $12 million of foreign tax credit carryforwards
that would otherwise be created as part of the Canada and US audit
process described below. In addition, $3 million of the unrecognized
benefit would be offset by reversing a receivable recorded for indem-
nity claims that we would expect to collect from Akzo Nobel N.V. as
part of the National Starch acquisition.
The Company accounts for interest and penalties related to income
tax matters in income tax expense. The Company has accrued $5 million
of interest expense (net of $3 million interest income) and $1 million of
penalties related to the unrecognized tax benefits as of December 31,
2013. The accrued interest expense was $2 million (net of $4 million
interest income) and accrued penalties were $1 million as of
December 31, 2012.
The Company is subject to US federal income tax as well as
income tax in multiple state and non-US jurisdictions. The US federal
tax returns are subject to audit for the years 2010 to 2013. In general,
the Company’s foreign subsidiaries remain subject to audit for years
2008 and later.
In 2008 and 2007, the Company made deposits of approximately
$13 million and $17 million, respectively, to the Canadian tax authori-
ties relating to an ongoing audit examination. The Company did not
make any additional deposits relating to this ongoing audit examina-
tion in 2013. The Company has settled $2 million of the claims and is
in the process of pursuing relief from double taxation under the US
and Canadian tax treaty for the remaining items raised in the audit.
As a result, the US and Canadian tax returns are subject to adjust-
ment from 2000 and forward for the specific issues being contested.
During 2013, the countries reached a tentative agreement that would
settle the issues for the years 2000 through 2003, such that it is rea-
sonably possible that a conclusion could be reached within 12 months
of December 31, 2013. The Company believes that it has adequately
provided for the most likely outcome of the settlement process.
It is also reasonably possible that the total amount of unrecognized
tax benefits will increase or decrease within twelve months of
December 31, 2013. The Company has classified $25 million of the
unrecognized tax benefits as current because they are expected to be
resolved within the next twelve months. Approximately $12 million
relates to settling the US and Canada tax treaty matter discussed
above, and the remainder relates to the lapsing of the statute of
limitations in various jurisdictions.
Note 8. Benefit Plans
The Company and its subsidiaries sponsor noncontributory defined
benefit pension plans covering substantially all employees in the
United States and Canada, and certain employees in other foreign
countries. Plans for most salaried employees provide pay-related
benefits based on years of service. Plans for hourly employees gener-
ally provide benefits based on flat dollar amounts and years of service.
The Company’s general funding policy is to make contributions to the
plans in amounts that comply with minimum funding requirements
and are within the limits of deductibility under current tax regulations.
Certain foreign countries allow income tax deductions without regard
to contribution levels, and the Company’s policy in those countries is
to make contributions required by the terms of the applicable plan.
US salaried employees are covered by a defined benefit “cash
balance” pension plan, which provides benefits based on service credits
to the participating employees’ accounts of between 3 percent and
10 percent of base salary, bonus and overtime.
Included in the Company’s pension obligation are nonqualified
supplemental retirement plans for certain key employees. All benefits
provided under these plans are unfunded, and payments to plan
participants are made by the Company.
The Company also provides healthcare and/or life insurance
benefits for retired employees in the United States, Canada and Brazil.
Healthcare benefits for retirees outside of the United States, Canada,
and Brazil are generally covered through local government plans. US
salaried employees are provided with access to postretirement med-
ical insurance through retirement healthcare spending accounts. US
salaried employees accrue an account during employment, which can
be used after employment to purchase postretirement medical insur-
ance from the Company, Medigap or through Medicare HMO policies
after age 65. The accounts are credited with a flat dollar amount and
indexed for inflation annually during employment. The accounts also
accrue interest credits using a rate equal to a specified amount above
the yield on five-year US Treasury notes. Employees can use the
amounts accumulated in these accounts, including credited interest,
to purchase postretirement medical insurance. Employees become
eligible for benefits when they meet minimum age and service
requirements. The Company recognizes the cost of these postretire-
ment benefits by accruing a flat dollar amount on an annual basis
for each US salaried employee.
Ingredion Incorporated 47
Pension Obligation and Funded Status The changes in pension
benefit obligations and plan assets during 2013 and 2012, as well
as the funded status and the amounts recognized in the Company’s
Consolidated Balance Sheets related to the Company’s pension plans
at December 31, 2013 and 2012, were as follows:
Amounts recognized in accumulated other comprehensive loss,
excluding tax effects, that have not yet been recognized as compo-
nents of net periodic benefit cost at December 31, 2013 and 2012
were as follows:
US Plans
Non-US Plans
In millions
Net actuarial loss
Transition obligation
Net amount recognized
US Plans
Non-US Plans
2013
$7
–
$7
2012
$67
–
$67
2013
$59
2
$61
2012
$92
2
$94
The decrease in net amount recognized in accumulated
comprehensive loss at December 31, 2013, as compared to December 31,
2012, is largely due to an increase in discount rates used to measure
the Company’s obligation under our pension plans in addition to
higher than expected returns on plan assets for most plans.
The accumulated benefit obligation for all defined benefit pension
plans was $493 million and $548 million at December 31, 2013 and
2012, respectively.
Information about plan obligations and assets for plans with an
accumulated benefit obligation in excess of plan assets is as follows:
US Plans
Non-US Plans
In millions
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
2013
$10
8
–
2012
$323
314
257
2013
$52
42
3
2012
$262
227
178
Components of net periodic benefit cost consist of the following
for the years ended December 31, 2013, 2012 and 2011:
US Plans
2012
$÷«7
12
2013
$÷«8
11
Non-US Plans
2011
$÷«7
13
2013
$÷«9
12
2012
$÷«8
13
2011
$÷«5
15
(18)
(16)
(15)
(12)
(13)
(11)
In millions
Service cost
Interest cost
Expected return
on plan assets
Amortization
of actuarial loss
2
Amortization of
transition obligation –
Settlement/
curtailment
Net periodic
pension cost
–
1
–
–
1
–
2
5
–
–
4
1
1
2
1
–
$÷«3
$÷«4
$÷«8
$«14
$«14
$«12
In millions
2013
2012
2013
2012
Benefit obligation
At January 1
Service cost
Interest cost
Benefits paid
Actuarial (gain) loss
Business combinations/
transfers
Curtailment/settlement
Foreign currency translation
Benefit obligation
at December 31
Fair value of plan assets
At January 1
Actual return on plan assets
Employer contributions
Benefits paid
Business combinations/
transfers
Foreign currency translation
Fair value of plan assets
at December 31
Funded status
$323
8
11
(14)
(36)
1
–
–
$271
7
12
(15)
48
–
–
–
$272
9
12
(12)
(15)
–
(2)
(14)
$216
8
13
(12)
34
12
(4)
5
$293
$323
$250
$272
$257
41
13
(14)
–
–
$222
27
23
(15)
–
–
$297
$÷÷4
$257
$«(66)
$189
16
43
(12)
–
(13)
$223
$«(27)
$156
12
15
(12)
15
3
$189
$«(83)
Amounts recognized in the Consolidated Balance Sheets as of
December 31, 2013 and 2012 were as follows:
US Plans
Non-US Plans
In millions
2013
$«16
Non-current asset
(1)
Current liabilities
(11)
Non-current liabilities
Net asset (liability) recognized $÷«4
2012
$÷«–
(1)
(65)
$(66)
2013
$«26
(3)
(50)
$(27)
2012
$÷«1
(3)
(81)
$(83)
48 Ingredion Incorporated
For the US plans, the Company estimates that net periodic benefit
cost for 2014 will include approximately $0.5 million relating to the
amortization of its accumulated actuarial loss included in accumulated
other comprehensive loss at December 31, 2013.
For the non-US plans, the Company estimates that net periodic
benefit cost for 2014 will include approximately $3 million relating
to the amortization of its accumulated actuarial loss and $0.3 million
relating to the amortization of transition obligation included in accu-
mulated other comprehensive loss at December 31, 2013.
Actuarial gains and losses in excess of 10 percent of the greater
of the projected benefit obligation or the market-related value of plan
assets are recognized as a component of net periodic benefit cost
over the average remaining service period of a plan’s active employ-
ees for active defined benefit pension plans and over the average
remaining life of a plan’s active employees for frozen defined benefit
pension plans.
Total amounts recorded in other comprehensive income and net
periodic benefit cost during 2013 was as follows:
In millions, pre-tax
US Plans Non-US Plans
Net actuarial gain
Amortization of actuarial loss
Foreign currency translation
Total recorded in other comprehensive income
Net periodic benefit cost
Total recorded in other comprehensive income
and net periodic benefit cost
$(58)
(2)
–
(60)
3
$(23)
(5)
(5)
(33)
14
$(57)
$(19)
The following weighted average assumptions were used to deter-
mine the Company’s obligations under the pension plans:
Discount rate
Rate of compensation
increase
US Plans
Non-US Plans
2013
4.60%
2012
3.60%
2013
5.60%
2012
4.85%
4.22%
4.19%
4.39%
4.35%
The following weighted average assumptions were used to deter-
mine the Company’s net periodic benefit cost for the pension plans:
US Plans
2012
4.50%
2013
3.60%
Non-US Plans
2011
5.35%
2013
4.88%
2012
5.68%
2011
5.73%
7.25%
7.25%
7.25%
6.69%
6.81%
6.73%
4.19%
4.19%
2.75%
4.35%
4.51%
3.79%
Discount rate
Expected long-
term return on
plan assets
Rate of
compensation
increase
The Company has assumed an expected long-term rate of return
on assets of 7.25 percent for US plans and 6.10 percent for Canadian
plans. In developing the expected long-term rate of return assump-
tion on plan assets, which consist mainly of US and Canadian equity
and debt securities, management evaluated historical rates of return
achieved on plan assets and the asset allocation of the plans, input
from the Company’s independent actuaries and investment consult-
ants, and historical trends in long-term inflation rates. Projected
return estimates made by such consultants are based upon broad
equity and bond indices.
The discount rate reflects a rate of return on high-quality fixed
income investments that match the duration of the expected benefit
payments. The Company has typically used returns on long-term,
high-quality corporate AA bonds as a benchmark in establishing
this assumption.
Plan Assets The Company’s investment policy for its pension plans
is to balance risk and return through diversified portfolios of equity
instruments, fixed income securities, and short-term investments.
Maturities for fixed income securities are managed such that suffi-
cient liquidity exists to meet near-term benefit payment obligations.
For US pension plans, the weighted average target range allocation
of assets was 38-72 percent in equities, 31-58 percent in fixed income
and 1-3 percent in cash and other short-term investments. The asset
allocation is reviewed regularly and portfolio investments are rebal-
anced to the targeted allocation when considered appropriate.
Ingredion Incorporated 49
The Company’s weighted average asset allocation as of December 31,
2013 and 2012 for US and non-US pension plan assets is as follows:
Asset Category
Equity securities
Debt securities
Cash and other
Total
US Plans
Non-US Plans
2013
62%
36%
2%
100%
2012
61%
38%
1%
100%
2013
51%
39%
10%
100%
2012
42%
47%
11%
100%
The fair values of the Company’s plan assets at December 31, 2013,
by asset category and level in the fair value hierarchy are as follows:
Asset Category
Fair Value Measurements at December 31, 2013
In millions
US plans:
Equity index:
US(a)
International(b)
Real estate(c)
Fixed income index:
Intermediate bond(d)
Long bond(e)
Cash(f)
Total US plans
Non-US plans:
Equity index:
US(a)
Canada(g)
International(b)
Fixed income index:
Intermediate bond(d)
Long bond(h)
Other(i)
Cash(f)
Total Non-US Plans
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant
Significant
Observable Unobservable
Inputs
(Level 3)
Inputs
(Level 2)
$151
32
3
57
50
4
$297
$÷38
38
39
1
85
19
$220
3
$3
Total
$151
32
3
57
50
4
$297
$÷38
38
39
1
85
19
3
$223
(a) This category consists of a passively managed equity index fund that tracks the return of large
capitalization US equities.
(b) This category consists of a passively managed equity index fund that tracks an index of returns on
international developed market equities.
(c) This category consists of a passively managed equity index fund that tracks a US real estate equity securities
index that includes equities of real estate investment trusts and real estate operating companies.
(d) This category consists of a passively managed fixed income index fund that tracks the return of intermediate
duration government and investment grade corporate bonds.
(e) This category consists of a passively managed fixed income fund that tracks the return of long duration
US government and investment grade corporate bonds.
(f) This category represents cash or cash equivalents.
(g) This category consists of a passively managed equity index fund that tracks the return of large and
mid-sized capitalization equities traded on the Toronto Stock Exchange.
(h) This category consists of a passively managed fixed income index fund that tracks the return of the
universe of Canada government and investment grade corporate bonds.
(i) This category mainly consists of investment products provided by an insurance company that offers
returns that are subject to a minimum guarantee.
All significant pension plan assets are held in collective trusts
by the Company’s US and non-US plans. The fair values of shares
of collective trusts are based upon the net asset values of the funds
reported by the fund managers based on quoted market prices of the
underlying securities as of the balance sheet date and are considered
to be Level 2 fair value measurements. This may produce a fair value
measurement that may not be indicative of net realizable value or
reflective of future fair values. Furthermore, while the Company believes
its valuation methods are appropriate and consistent with those of
other market participants, the use of different methodologies could
result in different fair value measurements at the reporting date.
In 2013, the Company made cash contributions of $13 million and
$43 million to its US and non-US pension plans, respectively. The
Company anticipates that in 2014 it will make cash contributions of
$2 million and $8 million to its US and non-US pension plans, respec-
tively. Cash contributions in subsequent years will depend on a
number of factors including the performance of plan assets. The
following benefit payments, which reflect anticipated future service,
as appropriate, are expected to be made:
In millions
2014
2015
2016
2017
2018
Years 2019 – 2023
US Plans Non-US Plans
$÷18
17
17
19
20
105
$15
14
14
14
15
79
The Company and certain subsidiaries also maintain defined
contribution plans. The Company makes matching contributions to
these plans that are subject to certain vesting requirements and are
based on a percentage of employee contributions. Amounts charged
to expense for defined contribution plans totaled $15 million, $13 mil-
lion and $12 million in 2013, 2012 and 2011, respectively.
Postretirement Benefit Plans The Company’s postretirement benefit
plans currently are not funded. The information presented below
includes plans in the United States, Brazil, and Canada. The changes
in the benefit obligations of the plans during 2013 and 2012, and the
amounts recognized in the Company’s Consolidated Balance Sheets
at December 31, 2013 and 2012, are as follows:
50 Ingredion Incorporated
In millions
2013
2012
Accumulated postretirement benefit obligation
At January 1
Service cost
Interest cost
Curtailment/settlement
Actuarial (gain) loss
Benefits paid
Foreign currency translation
At December 31
Fair value of plan assets
Funded status
$«74
3
4
(1)
(15)
(3)
(5)
$«57
–
$(57)
$«54
2
3
–
17
(2)
–
$«74
–
$(74)
A United States hourly postretirement plan became a member
of a multi-employer plan and because of this change, a non-cash
curtailment gain of $30 million was recognized as a reduction of net
periodic benefit cost in 2011. This curtailment gain represented the
previously established liability related to this coverage, net of unrec-
ognized actuarial amounts and prior service previously included in
accumulated other comprehensive loss.
Amounts recognized in the Consolidated Balance Sheet consist of:
In millions
Current liabilities
Non-current liabilities
Net liability recognized
2013
$÷(2)
(55)
$(57)
2012
$÷(2)
(72)
$(74)
Amounts recognized in accumulated other comprehensive loss,
excluding tax effects, that have not yet been recognized as compo-
nents of net periodic benefit cost at December 31, 2013 and 2012
were as follows:
In millions
Net actuarial loss
Prior service cost
Net amount recognized
2013
$7
–
$7
2012
$26
1
$27
Components of net periodic benefit cost consisted of the following
for the years ended December 31, 2013, 2012 and 2011:
In millions
2013
2012
Service cost
Interest cost
Amortization of actuarial loss (gain)
Amortization of prior service cost
Settlement/curtailment
Net periodic benefit cost
$3
4
1
–
–
$8
$2
3
1
–
–
$6
2011
$÷«2
4
(1)
1
(31)
$(25)
The Company estimates that postretirement benefit expense for
2014 will include approximately $0.2 million relating to the amortiza-
tion of its accumulated actuarial loss and $0.1 million relating to the
amortization of its prior service cost included in accumulated other
comprehensive loss at December 31, 2013.
Total amounts recorded in other comprehensive income and net
periodic benefit cost during 2013 was as follows:
In millions, pre-tax
Net actuarial gain
Amortization of actuarial loss
Amortization of prior service cost
Foreign currency translation
Total recorded in other comprehensive income
Net periodic benefit cost
Total recorded in other comprehensive income
and net periodic benefit cost
2013
$(15)
(1)
(1)
(3)
(20)
8
$(12)
The following weighted average assumptions were used to determine
the Company’s obligations under the postretirement plans:
Discount rate
2013
6.47%
2012
5.44%
The following weighted average assumptions were used to deter-
mine the Company’s net postretirement benefit cost:
Discount rate
2013
5.44%
2012
6.23%
2011
5.69%
The discount rate reflects a rate of return on high-quality fixed-
income investments that match the duration of expected benefit
payments. The Company has typically used returns on long-term,
high-quality corporate AA bonds as a benchmark in establishing
this assumption.
The health-care cost trend rates used in valuing the Company’s
post-retirement benefit obligations are established based upon actual
health-care trends and consultation with actuaries and benefit providers.
The following assumptions were used as of December 31, 2013:
2014 increase in per capita cost
Ultimate trend
Year ultimate trend reached
US
Canada
6.90%
4.50%
2028
7.20%
4.50%
2031
Brazil
8.66%
8.66%
2013
Ingredion Incorporated 51
The sensitivities of service cost and interest cost and year-end
benefit obligations to changes in health care trend rates for the
postretirement benefit plans as of December 31, 2013 are as follows:
In millions
One-percentage point increase in trend rates:
Increase in service cost and interest cost components
Increase in year-end benefit obligations
One-percentage point decrease in trend rates:
Decrease in service cost and interest cost components
Decrease in year-end benefit obligations
2013
$«1
$«6
$(1)
$(4)
The following benefit payments, which reflect anticipated future
service, as appropriate, are expected to be made under the Company’s
postretirement benefit plans:
In millions
2014
2015
2016
2017
2018
Years 2019 – 2023
$÷2
3
3
3
3
$21
Multiemployer Plans The Company participates in and contributes to
one multiemployer benefit plan under the terms of a collective bar-
gaining agreement that covers certain union-represented employees
and retirees in the US. The plan covers medical and dental benefits
for active hourly employees and retirees represented by the United
States Steel Workers Union for certain US locations.
Note 9. Supplementary Information
Balance Sheets
In millions
2013
2012
Accounts receivable – net:
Accounts receivable – trade
Accounts receivable – other
Allowance for doubtful accounts
Total accounts receivable – net
Inventories:
Finished and in process
Raw materials
Manufacturing supplies
Total inventories
Accrued liabilities:
Compensation-related costs
Income taxes payable
Dividends payable
Accrued interest
Taxes payable other than income taxes
Other
Total accrued liabilities
Non-current liabilities:
Employees’ pension, indemnity,
and postretirement
Other
Total non-current liabilities
Statements of Income
$667
171
(6)
$832
$440
235
48
$723
$÷75
14
32
16
32
100
$269
$133
30
$163
$707
117
(10)
$814
$475
313
46
$834
$90
25
20
16
33
81
$265
$235
62
$297
In millions
2013
2012
2011
Other income – net:
The risks of participating in this multiemployer plan are different
Gain from change in benefit
from single-employer plans. This plan receives contributions from
two or more unrelated employers pursuant to one or more collective
bargaining agreements and the assets contributed by one employer
may be used to fund the benefits of all employees covered within
the plan.
The Company is required to make contributions to this plan as
determined by the terms and conditions of the collective bargaining
agreements and plan terms. For the years ended December 31, 2013,
2012 and 2011, the Company made regular contributions of $12 million,
$12 million and $9 million, respectively, to this multi-employer plan.
The Company cannot currently estimate the amount of multi-employer
plan contributions that will be required in 2014 and future years, but
these contributions could increase due to healthcare cost trends.
plan in North America
Gain from sale of land
NAFTA award
Gain from change in a
postretirement plan
Other
Other income – net
Financing costs – net:
Interest expense, net of
amounts capitalized(a)
Interest income
Foreign currency
transaction losses
Financing costs – net
$÷«–
–
–
–
16
$«16
$«74
(11)
3
$«66
$÷«5
2
–
–
15
$«22
$«77
(10)
–
$«67
$÷–
–
58
30
10
$98
$81
(5)
2
$78
(a) Interest capitalized amounted to $4 million, $6 million and $5 million in 2013, 2012 and 2011, respectively.
52 Ingredion Incorporated
Statements of Cash Flow
In millions
Interest paid
Income taxes paid
2013
$÷67
135
2012
$÷72
133
2011
$÷85
177
Set forth below is a reconciliation of common stock share activity
for the years ended December 31, 2011, 2012 and 2013:
Shares of common stock, in thousands
Issued
Held in
Treasury
Outstanding
Balance at
December 31, 2010
Issuance of restricted stock
units as compensation
Issuance under incentive
and other plans
Stock options exercised
Purchase/acquisition
of treasury stock
Balance at
December 31, 2011
Issuance of restricted stock
units as compensation
Issuance under incentive
and other plans
Stock options exercised
Purchase/acquisition
of treasury stock
Balance at
December 31, 2012
Issuance of restricted stock
units as compensation
Issuance under incentive
and other plans
Stock options exercised
Purchase/acquisition
of treasury stock
Balance at
December 31, 2013
76,035
12
76,023
56
91
640
–
(9)
(137)
56
100
777
–
1,073
(1,073)
76,822
939
75,883
–
–
320
(6)
6
(142)
(1,026)
142
1,346
–
345
(345)
77,142
110
77,032
6
130
395
(3)
(43)
(110)
9
173
505
–
3,407
(3,407)
77,673
3,361
74,312
Note 10. Equity
Preferred Stock
The Company has authorized 25 million shares of $0.01 par value
preferred stock, none of which were issued or outstanding at
December 31, 2013 and 2012.
Treasury Stock
The Company reacquired 21,629, 44,674 and 73,260 shares of its
common stock during 2013, 2012 and 2011, respectively, by both
repurchasing shares from employees under the stock incentive plan
and through the cancellation of forfeited restricted stock. The Company
repurchased shares from employees at average purchase prices of
$44.55, $58.59 and $47.48, or fair value at the date of purchase,
during 2013, 2012 and 2011, respectively. All of the acquired shares
are held as common stock in treasury, less shares issued to employees
under the stock incentive plan.
On December 13, 2013, the Board of Directors authorized a new
stock repurchase program permitting the Company to purchase up
to 4 million of its outstanding common shares through December 12,
2018. The Company’s previous stock repurchase program permitting
the purchase of up to 5 million shares was completed in the fourth
quarter of 2013. In 2013, the Company repurchased 3,385,000 com-
mon shares in open market transactions at a cost of approximately
$227 million. In 2012, the Company repurchased 300,000 common
shares in open market transactions at a cost of approximately $15 mil-
lion. In 2011, the Company repurchased 1,000,000 common shares in
open market transactions at a cost of approximately $45 million. At
December 31, 2013, the Company had 4,000,000 shares available to
be repurchased under its program. The parameters of the Company’s
stock repurchase program are not established solely with reference
to the dilutive impact of shares issued under the Company’s stock
incentive plan. However, the Company expects that, over time, share
repurchases will offset the dilutive impact of shares issued under
the stock incentive plan.
Ingredion Incorporated 53
Share-based Payments
The Company has a stock incentive plan (“SIP”) administered by the
compensation committee of its Board of Directors that provides for
the granting of stock options, restricted stock, restricted stock units
and other share-based awards to certain key employees. A maximum
of 8 million shares were originally authorized for awards under the
SIP. As of December 31, 2013, 2.8 million shares were available for
future grants under the SIP. Shares covered by awards that expire,
terminate or lapse will again be available for the grant of awards
under the SIP. Total share-based compensation expense for 2013 was
$12 million, net of income tax effect of $5 million. Total share-based
compensation expense for 2012 was $12 million, net of income tax
effect of $5 million. Total share-based compensation expense for 2011
was $11 million, net of income tax effect of $5 million.
The Company grants nonqualified options to purchase shares of
the Company’s common stock. The stock options have a ten-year life
and are exercisable upon vesting, which occurs evenly over a three-year
period at the anniversary dates of the date of grant. Compensation
expense is recognized on a straight-line basis for awards. As of
December 31, 2013, certain of these nonqualified options have been
forfeited due to the termination of employees.
The fair value of stock option awards was estimated at the grant
dates using the Black-Scholes option-pricing model with the follow-
ing assumptions:
Expected life (in years)
Risk-free interest rate
Expected volatility
Expected dividend yield
2013
5.8
1.1%
32.6%
1.6%
2012
5.8
1.1%
33.3%
1.2%
2011
5.8
2.8%
32.7%
1.2%
The expected life of options represents the weighted-average
period of time that options granted are expected to be outstanding
giving consideration to vesting schedules and the Company’s histori-
cal exercise patterns. The risk-free interest rate is based on the US
Treasury yield curve in effect at the time of the grant for periods cor-
responding with the expected life of the options. Expected volatility
is based on historical volatilities of the Company’s common stock.
Dividend yields are based on historical dividend payments. The
weighted average fair value of options granted during 2013, 2012
and 2011 was estimated to be $17.87, $16.16 and $15.17, respectively.
A summary of stock option transactions for the last three
years follows:
Weighted
Average
per Share
Exercise
Price for
Stock
Options
$27.49
47.96
24.24
30.60
$30.29
55.96
26.80
39.29
$35.66
66.07
28.74
54.37
Stock Option
Shares
Stock Option
Price Range
4,434
438
(777)
(65)
4,030
460
(1,409)
(49)
3,032
416
(511)
(88)
$14.17 to 40.71
47.95 to 52.64
14.17 to 40.71
18.31 to 47.95
$14.33 to 52.64
55.95 to 57.33
14.33 to 47.95
25.58 to 55.95
$16.92 to 57.33
66.07 to 66.26
16.92 to 57.33
47.95 to 66.07
Shares in thousands
Outstanding at
December 31, 2010
Granted
Exercised
Cancelled
Outstanding at
December 31, 2011
Granted
Exercised
Cancelled
Outstanding at
December 31, 2012
Granted
Exercised
Cancelled
Outstanding at
December 31, 2013
2,849
$24.70 to 66.26
$40.77
The intrinsic values of stock options exercised during 2013, 2012
and 2011 were approximately $20 million, $46 million and $22 million,
respectively. For the years ended December 31, 2013, 2012 and 2011,
cash received from the exercise of stock options was $14 million,
$34 million and $18 million, respectively. The excess income tax bene-
fit realized from share-based compensation was $5 million, $11 million
and $6 million in 2013, 2012 and 2011, respectively. As of December 31,
2013, the unrecognized compensation cost related to non-vested
stock options totaled $8 million, which is expected to be amortized
over the weighted-average period of approximately 1.7 years.
The following table summarizes information about stock options
outstanding at December 31, 2013:
Options in thousands
Options
Outstanding
Weighted
Average
Average
Exercise Remaining
Price Contractual
Options
per Share Life (Years) Exercisable
Weighted
Average
Exercise
Price
per Share
Range of Exercise Prices
$24.70 to 27.30
$27.31 to 29.90
$32.51 to 35.10
$45.51 to 53.30
$55.91 to 58.50
$63.71 to 66.26
557
465
676
357
405
389
2,849
$25.47
29.00
34.04
47.96
55.95
66.07
$40.77
3.22
6.07
3.68
7.11
8.11
9.10
5.78
557
465
676
239
142
–
2,079
$25.47
29.00
34.04
47.96
55.95
–
$33.71
54 Ingredion Incorporated
Stock options outstanding at December 31, 2013 had an aggregate
intrinsic value of approximately $79 million and an average remaining
contractual life of 5.8 years. Stock options exercisable at December 31,
2013 had an aggregate intrinsic value of approximately $72 million
and an average remaining contractual life of 4.8 years. Stock options
outstanding at December 31, 2012 had an aggregate intrinsic value of
approximately $87 million and an average remaining contractual life
of 6.0 years. Stock options exercisable at December 31, 2012 had an
aggregate intrinsic value of approximately $71 million and an average
remaining contractual life of 4.9 years.
In addition to stock options, the Company awards shares of
restricted common stock (“restricted shares”) and restricted stock
units (“restricted units”) to certain key employees. The restricted
shares and restricted units issued under the plan are subject to cliff
vesting, generally after three to five years provided the employee
remains in the service of the Company. Expense is recognized on
a straight-line basis over the vesting period taking into account an
estimated forfeiture rate. The fair value of the restricted stock and
restricted units is determined based upon the number of shares
granted and the quoted market price of the Company’s common
stock at the date of the grant. The compensation expense recognized
for restricted shares and restricted units was $7 million in 2013,
$6 million in 2012 and $4 million in 2011.
The following table summarizes restricted share and restricted
unit activity for the last three years:
Number of
Restricted
Shares
Weighted
Average
Fair Value
per Share
Number of
Restricted
Units
Weighted
Average
Fair Value
per Share
181
–
(34)
(11)
136
–
(37)
(4)
95
–
(33)
(14)
$30.04
–
27.56
29.74
$30.69
–
33.73
25.58
$29.69
–
34.02
31.25
113
182
(56)
(4)
235
174
(9)
(15)
385
144
(17)
(43)
$30.56
48.04
26.08
47.98
$44.24
55.69
37.57
44.95
$49.77
66.27
46.82
54.93
Shares in thousands
Non-vested at
December 31, 2010
Granted
Vested
Cancelled
Non-vested at
December 31, 2011
Granted
Vested
Cancelled
Non-vested at
December 31, 2012
Granted
Vested
Cancelled
Non-vested at
December 31, 2013
48
$26.25
469
$54.47
Restricted shares with a total fair value of $1 million vested in
each of 2013, 2012 and 2011. The total fair value of restricted units
that vested in 2013, 2012 and 2011 was $1 million, $0.3 million and
$1 million, respectively.
At December 31, 2013, the total remaining unrecognized
compensation cost related to restricted units was $10 million which
will be amortized on a weighted-average basis over approximately
1.9 years. Unrecognized compensation cost related to restricted
shares was insignificant at December 31, 2013. Recognized compen -
sation cost related to unvested restricted share and restricted stock
unit awards is included in share-based payments subject to redemp-
tion in the Consolidated Balance Sheets and totaled $17 million and
$11 million at December 31, 2013 and 2012, respectively.
Other Share-based Awards Under the SIP
Under the compensation agreement with the Board of Directors at
least 50 percent of a director’s compensation is awarded in shares of
common stock or restricted units based on each director’s election to
receive his or her compensation or a portion thereof in the form of
restricted units. These restricted units vest immediately, but cannot be
transferred until a date not less than six months after the director’s
termination of service from the board at which time the restricted
units will be settled by delivering shares of common stock. The com-
pensation expense relating to this plan included in the Consolidated
Statements of Income for 2013, 2012 and 2011 was not material. At
December 31, 2013, there were approximately 218,000 restricted
units outstanding under this plan at a carrying value of approxi-
mately $6 million.
The Company has a long-term incentive plan for officers in the
form of performance shares. The ultimate payments for performance
shares awarded in 2011, 2012 and 2013 to be paid in 2014, 2015 and
2016 will be based solely on the Company’s stock performance as
compared to the stock performance of a peer group. Compensation
expense is based on the fair value of the performance shares at the
grant date, established using a Monte Carlo simulation model. The
total compensation expense for these awards is amortized over a
three-year service period. Compensation expense relating to these
awards included in the Consolidated Statements of Income for 2013,
2012 and 2011 was $3 million, $4 million and $6 million, respectively.
As of December 31, 2013, the unrecognized compensation cost relat-
ing to these plans was $3 million, which will be amortized over
the remaining requisite service periods of 1 to 2 years. Recognized
compensation cost related to these unvested awards is included in
share-based payments subject to redemption in the Consolidated
Balance Sheets and totaled $7 million and $8 million at December 31,
2013 and 2012, respectively.
Ingredion Incorporated 55
Cumulative
Translation
Adjustment
$(180)
(126)
$(306)
(29)
$(335)
Accumulated
Deferred
Gain/(Loss)
Other
on Hedging Postretirement Gain (Loss) on Comprehensive
Loss
Adjustment
Investment
Unrealized
Activities
Pension/
$÷«41
29
(105)
$÷(35)
43
(25)
$÷(17)
(64)
41
$÷(49)
$(2)
(10)
(11)
$÷(70)
$(2)
(56)
5
$(121)
$(2)
63
5
$(190)
29
(105)
(10)
(11)
(126)
$(413)
43
(25)
(56)
5
(29)
$(475)
(64)
41
63
5
1
(154)
$(583)
(154)
$(489)
$÷(40)
$÷(53)
1
$(1)
Accumulated Other Comprehensive Loss
A summary of accumulated other comprehensive income (loss) for the
years ended December 31, 2011, 2012 and 2013 is presented below:
In millions
Balance, December 31, 2010
Gains on cash-flow hedges, net of income tax effect of $19
Amount of gains on cash-flow hedges reclassified to earnings, net of income tax effect of $61
Actuarial loss on pension and other postretirement obligations, settlements and plan
amendments, net of income tax of $4
Gains related to pension and other postretirement obligations reclassified to earnings,
net of income tax of $5
Currency translation adjustment
Balance, December 31, 2011
Gains on cash flow hedges, net of income tax effect of $25
Amount of gains on cash-flow hedges reclassified to earnings, net of income tax effect of $15
Actuarial loss on pension and other postretirement obligations, settlements and plan
amendments, net of income tax of $27
Losses related to pension and other postretirement obligations reclassified to earnings,
net of income tax of $2
Currency translation adjustment
Balance, December 31, 2012
Losses on cash-flow hedges, net of income tax effect of $29
Amount of losses on cash-flow hedges reclassified to earnings, net of income tax effect of $19
Actuarial gain on pension and other postretirement obligations, settlements and plan
amendments, net of income tax of $32
Losses related to pension and other postretirement obligations reclassified to earnings,
net of income tax of $3
Unrealized gain on investment, net of income tax effect
Currency translation adjustment
Balance, December 31, 2013
56 Ingredion Incorporated
The following table provides detail pertaining to reclassifications
from AOCI into net income for the periods presented:
In millions
Details about AOCI components
Gains (losses) on cash-flow hedges:
Commodity and foreign currency contracts
Interest rate contracts
Gains (losses) related to pension and other postretirement obligations
Total before tax reclassifications
Income tax (expense) benefit
Total after-tax reclassifications
Affected Line Item
in Consolidated
Statements of Income
Cost of sales
Financing costs, net
(a)
Amount Reclassified from AOCI
2013
2012
2011
$(57)
(3)
(8)
$(68)
22
$(46)
$«43
(3)
(7)
$«33
(13)
$«20
$169
(3)
16
$182
(66)
$116
(a) This component is included in the computation of net periodic benefit cost and affects both cost of sales and SG&A expenses on the Consolidated Statements of Income.
Note 11. Mexican Tax on Beverages Sweetened with HFCS
On January 1, 2002, a discriminatory tax on beverages sweetened
with high fructose corn syrup (“HFCS”) approved by the Mexican
Congress late in 2001, became effective. In response to the enact-
ment of the tax, which at the time effectively ended the use of HFCS
for beverages in Mexico, the Company ceased production of HFCS 55
at its San Juan del Rio plant, one of its three plants in Mexico. Over
time, the Company resumed production and sales of HFCS and by
2006 had returned to levels attained prior to the imposition of the
tax as a result of certain customers having obtained court rulings
exempting them from paying the tax. The Mexican Congress repealed
this tax effective January 1, 2007.
On October 21, 2003, the Company submitted, on its own behalf
and on behalf of its Mexican affiliate, CPIngredientes, S.A. de C.V.
(previously known as Compania Proveedora de Ingredientes), a
Request for Institution of Arbitration Proceedings Submitted Pursuant
to Chapter 11 of the North American Free Trade Agreement (“NAFTA”)
(the “Request”). The Request was submitted to the Additional Office
of the International Centre for Settlement of Investment Disputes
and was brought against the United Mexican States. In the Request,
the Company asserted that the imposition by Mexico of a discrimina-
tory tax on beverages containing HFCS in force from 2002 through
2006 breached various obligations of Mexico under the investment
protection provisions of NAFTA. The case was bifurcated into two
phases, liability and damages, and a hearing on liability was held
before a Tribunal in July 2006. In a Decision dated January 15, 2008,
the Tribunal unanimously held that Mexico had violated NAFTA
Article 1102, National Treatment, by treating beverages sweetened
with HFCS produced by foreign companies differently than those
sweetened with domestic sugar. In July 2008, a hearing regarding
the quantum of damages was held before the same Tribunal. The
Company sought damages and pre- and post-judgment interest
totaling $288 million through December 31, 2008.
In an award rendered August 18, 2009, the Tribunal awarded
damages to CPIngredientes in the amount of $58.4 million, as a
result of the tax and certain out-of-pocket expenses incurred by
CPIngredientes, together with accrued interest. On October 1, 2009,
the Company submitted to the Tribunal a request for correction of
this award to avoid effective double taxation on the amount of the
award in Mexico.
Ingredion Incorporated 57
On March 26, 2010, the Tribunal issued a correction of its August 18,
2009 damages award. While the amount of damages had not changed,
the decision made the damages payable to Ingredion Incorporated
(formerly Corn Products International, Inc.) instead of CPIngredientes.
On January 24 and 25, 2011, the Company received cash payments
totaling $58.4 million from the Government of the United Mexican
States pursuant to the corrected award. Mexico made these payments
pursuant to an agreement with Ingredion Incorporated that provides
for terminating pending post-award litigation and waiving post-award
interest. The $58.4 million award is included in other income in the
Company’s Consolidated Statement of Income for 2011.
Note 12. Segment Information
The Company is principally engaged in the production and sale
of starches and sweeteners for a wide range of industries, and is
managed geographically on a regional basis. The Company’s opera-
tions are classified into four reportable business segments: North
America, South America, Asia Pacific and Europe, Middle East and
Africa (“EMEA”). Its North America segment includes businesses in
the United States, Canada and Mexico. The Company’s South America
segment includes businesses in Brazil, Colombia, Ecuador, Peru and
the Southern Cone of South America, which includes Argentina, Chile
and Uruguay. Its Asia Pacific segment includes businesses in Korea,
Thailand, Malaysia, China, Japan, Indonesia, the Philippines, Singapore,
India, Australia and New Zealand. The Company’s EMEA segment
includes businesses in the United Kingdom, Germany, South Africa,
Pakistan and Kenya.
In millions
2013
2012
2011
Net sales to unaffiliated customers:
North America
South America
Asia Pacific
EMEA
Total
Operating income:
North America
South America
Asia Pacific
EMEA
Corporate
Subtotal
Restructuring/impairment charges(a)
Gain from change in benefit plans
Integration/acquisition costs
Gain from land sale
NAFTA award
Total
Total assets:
North America
South America
Asia Pacific
EMEA
Total
Depreciation and amortization:
North America
South America
Asia Pacific
EMEA
Total
Capital expenditures:
North America
South America
Asia Pacific
EMEA
Total
$3,647
1,334
805
542
$6,328
$÷«401
116
97
74
(75)
613
–
–
–
–
–
$÷«613
$3,008
1,088
711
553
$5,360
$÷«112
41
25
16
$÷«194
$÷«141
76
28
53
$÷«298
$3,741
1,462
816
513
$6,532
$÷«408
198
95
78
(78)
701
(36)
5
(4)
2
–
$÷«668
$3,116
1,230
730
516
$5,592
$÷«130
44
24
13
$÷«211
$÷«162
75
33
43
$÷«313
$3,356
1,569
764
530
$6,219
$÷«322
203
79
84
(64)
624
(10)
30
(31)
–
58
$÷«671
$2,879
1,218
757
463
$5,317
$÷«128
47
23
13
$÷«211
$÷«119
84
24
36
$÷«263
(a) For 2012, includes $20 million of charges for impaired assets and restructuring costs in Kenya, $11 million
of charges to write-down certain equipment as part of the Company’s North American manufacturing
optimization plan and $5 million of charges for impaired assets in China and Colombia. For 2011, includes
$10 million of charges to write-down certain equipment as part of the Company’s North American
manufacturing optimization plan.
58 Ingredion Incorporated
The following table presents net sales to unaffiliated customers
On July 1, 2011, the CRA and the member companies in the case
by country of origin for the last three years:
Net Sales
In millions
United States
Mexico
Brazil
Canada
Argentina
Korea
Others
Total
2013
2012
2011
$1,970
1,130
670
547
305
301
1,405
$6,328
$2,035
1,143
731
564
356
306
1,397
$6,532
$1,863
957
841
536
344
284
1,394
$6,219
The following table presents long-lived assets (excluding intangible
assets) by country at December 31:
Long-lived Assets
In millions
United States
Brazil
Mexico
Canada
Germany
Thailand
Argentina
Korea
Others
Total
2013
2012
2011
$÷«822
321
296
181
151
112
92
91
219
$2,285
$÷«824
346
290
199
114
117
111
90
234
$2,325
$÷«830
370
277
189
90
112
107
83
229
$2,287
Note 13. Commitments and Contingencies
As previously reported, on April 22, 2011, Western Sugar and two
other sugar companies filed a complaint in the U.S. District Court for
the Central District of California against the Corn Refiners Association
(“CRA”) and certain of its member companies, including the Company,
alleging false and/or misleading statements relating to high fructose
corn syrup in violation of the Lanham Act and California’s unfair com-
petition law. The complaint seeks injunctive relief and unspecified
damages. On May 23, 2011, the plaintiffs amended the complaint to
add additional plaintiffs, among other reasons.
filed a motion to dismiss the first amended complaint on multiple
grounds. On October 21, 2011, the U.S. District Court for the Central
District of California dismissed all Federal and state claims against
the Company and the other members of the CRA, with leave for the
plaintiffs to amend their complaint, and also dismissed all state law
claims against the CRA.
The state law claims against the CRA were dismissed pursuant to
a California law known as the anti-SLAPP (Strategic Lawsuit Against
Public Participation) statute, which, according to the court’s opinion,
allows early dismissal of meritless first amendment cases aimed at
chilling expression through costly, time-consuming litigation. The
court held that the CRA’s statements were protected speech made
in a public forum in connection with an issue of public interest (high
fructose corn syrup). Under the anti-SLAPP statute, the CRA is enti-
tled to recover its attorney’s fees and costs from the plaintiffs.
On November 18, 2011, the plaintiffs filed a second, amended
complaint against certain of the CRA member companies, including
the Company, seeking to reinstate the federal law claims, but not
the state law claims, against certain of the CRA member companies,
including the Company. On December 16, 2011, the CRA member
companies filed a motion to dismiss the second amended complaint
on multiple grounds. On July 31, 2012, the U.S. District Court for the
Central District of California denied the motion to dismiss for all CRA
member companies other than Roquette America, Inc.
On September 4, 2012, the Company and the other CRA member
companies that remain defendants in the case filed an answer to the
plaintiffs’ second, amended complaint that, among other things, added
a counterclaim against the Sugar Association. The counterclaim alleges
that the Sugar Association has made false and misleading statements
that processed sugar differs from high fructose corn syrup in ways
that are beneficial to consumers’ health (i.e., that consumers will be
healthier if they consume foods and beverages containing processed
sugar instead of high fructose corn syrup). The counterclaim, which
was filed in the U.S. District Court for the Central District of California,
seeks injunctive relief and unspecified damages. Although the coun-
terclaim was initially only filed against the Sugar Association, the
Company and the other CRA member companies that remain defen-
dants in the Western Sugar case have reserved the right to add
other plaintiffs to the counterclaim in the future.
Ingredion Incorporated 59
On October 29, 2012, the Sugar Association and the other plaintiffs
filed a motion to dismiss the counterclaim and certain related portions
of the defendants’ answer, each on multiple grounds. On December 10,
2012, the remaining member companies which are defendants in
the case responded to the motion to dismiss the counterclaim. On
January 14, 2013, the plaintiffs filed a reply to the defendants’ response
to the motion to dismiss. On September 16, 2013, the U.S. District
Court for the Central District of California denied the motion to dismiss
the counterclaim, which entitles the Company and the other CRA
member companies to continue to pursue the counterclaim against
the Sugar Association and the other plaintiffs.
The Company continues to believe that the second, amended
complaint is without merit and intends to vigorously defend this case.
In addition, the Company intends to vigorously pursue its rights in
connection with the counterclaim.
In the ordinary course of business, the Company enters into
purchase commitments principally related to power supply and raw
material sourcing. Such agreements, including take or pay contracts,
help to provide the Company with adequate supply of power and
raw material at certain of our facilities. The Company would be sub-
ject to liquidated damages in the unlikely event that it did not fulfill
such commitments.
The Company is currently subject to various other claims and
suits arising in the ordinary course of business, including certain
environmental proceedings and product liability claims. The Company
does not believe that the results of such legal proceedings, even if
unfavorable to the Company, will be material to the Company. There
can be no assurance, however, that such claims or suits or those arising
in the future, whether taken individually or in the aggregate, will not
have a material adverse effect on the Company’s financial condition
or results of operations.
Quarterly Financial Data (Unaudited)
Summarized quarterly financial data is as follows:
In millions, except per share amounts
1st Qtr
2nd Qtr
3rd Qtr
4th Qtr
2013
Net sales before shipping
and handling costs
Less: shipping
and handling costs
Net sales
Gross profit
Net income attributable
to Ingredion
Basic earnings per common
share of Ingredion
Diluted earnings per common
share of Ingredion
2012
Net sales before shipping
and handling costs
Less: shipping
and handling costs
Net sales
Gross profit
Net income attributable
to Ingredion
Basic earnings per common
share of Ingredion
Diluted earnings per common
share of Ingredion
$1,662
$1,715
$1,696
$1,579
78
$1,584
306
82
$1,633
276
84
$1,612
259
80
$1,499
291
111
95
86
104
$÷1.43
$÷1.22
$÷1.12
$÷1.37
$÷1.41
$÷1.20
$÷1.10
$÷1.35
$1,658
$1,720
$1,764
$1,726
84
$1,574
296
85
$1,635
295
85
$1,679
313
82
$1,644
333
94
109
113
112
$÷1.23
$÷1.42
$÷1.47
$÷1.45
$÷1.21
$÷1.40
$÷1.45
$÷1.42
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, including our Chief Executive Officer and our Chief
Financial Officer, performed an evaluation of the effectiveness of our
disclosure controls and procedures as of December 31, 2013. Based on
that evaluation, our Chief Executive Officer and our Chief Financial
Officer concluded that our disclosure controls and procedures (a) are
effective in providing reasonable assurance that all material informa-
tion required to be filed in this report has been recorded, processed,
summarized and reported within the time periods specified in the
60 Ingredion Incorporated
Part III
SEC’s rules and forms and (b) are designed to ensure that informa-
tion required to be disclosed in the reports we file or submit under
the Securities Exchange Act of 1934, as amended is accumulated and
communicated to our management, including our principal executive
and principal financial officers, as appropriate to allow timely deci-
sions regarding required disclosure. There have been no changes in
our internal control over financial reporting during the quarter ended
December 31, 2013 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
Management’s Report on
Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting. This system of
internal controls is designed to provide reasonable assurance that
assets are safeguarded and transactions are properly recorded and
executed in accordance with management’s authorization.
Internal control over financial reporting includes those policies
and procedures that:
1. Pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of
our assets.
2. Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in conformity
with accounting principles generally accepted in the United States,
and that our receipts and expenditures are being made only in
accordance with authorizations of our management and directors.
3. Provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of our
assets that could have a material effect on our financial statements.
Management conducted an evaluation of the effectiveness of internal
control over financial reporting based on the framework of Internal
Control – Integrated Framework (1992)issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).
Based on the evaluation, management concluded that our internal
control over financial reporting was effective as of December 31,
2013. The effectiveness of our internal control over financial report-
ing has been audited by KPMG LLP, an independent registered public
accounting firm, as stated in their attestation report included herein.
Item 9B. Other Information
None.
Item 10. Directors, Executive Officers and Corporate Governance
The information contained under the headings “Proposal 1. Election
of Directors,” “The Board and Committees” and “Section 16(a)
Beneficial Ownership Reporting Compliance” in the Company’s definitive
proxy statement for the Company’s 2014 Annual Meeting of Stockholders
(the “Proxy Statement”) is incorporated herein by reference. The
information regarding executive officers called for by Item 401 of
Regulation S-K is included in Part 1 of this report under the heading
“Executive Officers of the Registrant.” The Company has adopted a
code of ethics that applies to its principal executive officer, principal
financial officer, and controller. The code of ethics is posted on the
Company’s Internet website, which is found at www.ingredion.com.
The Company intends to include on its website any amendments to,
or waivers from, a provision of its code of ethics that applies to the
Company’s principal executive officer, principal financial officer or
controller that relates to any element of the code of ethics definition
enumerated in Item 406(b) of Regulation S-K.
Item 11. Executive Compensation
The information contained under the headings “Executive Compensation,”
“Compensation Committee Report,” “Director Compensation” and
“Compensation Committee Interlocks and Insider Participation” in
the Proxy Statement is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters
The information contained under the headings “Equity Compensation
Plan Information as of December 31, 2013” and “Security Ownership
of Certain Beneficial Owners and Management” in the Proxy
Statement is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions,
and Director Independence
The information contained under the headings “Review and Approval
of Transactions with Related Persons,” “Certain Relationships and
Related Transactions” and “Independence of Board Members” in the
Proxy Statement is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information contained under the heading “2013 and 2012 Audit
Firm Fee Summary” in the Proxy Statement is incorporated herein by
reference.
Ingredion Incorporated 61
Part IV
Item 15. Exhibits And Financial Statement Schedules
Item 15(a)(1) Consolidated Financial Statements
Financial Statements (see Item 8 of the Table of Contents of this report).
Item 15(a)(2) Financial Statement Schedules
All financial statement schedules have been omitted because the
information either is not required or is otherwise included in the
consolidated financial statements and notes thereto.
Item 15(a)(3) Exhibits
The following list of exhibits includes both exhibits submitted
with this Form 10-K as filed with the SEC and those incorporated
by reference from other filings.
Exhibit No.
Description
3.1(a)
3.2(a)
3.3(a)
3.4(a)
3.5(a)
4.1(a)
4.2(a)
4.3(a)
Amended and Restated Certificate of Incorporation of the Company,
filed as Exhibit 3.1 to the Company’s Registration Statement on Form 10,
File No. 1-13397.
Certificate of Elimination of Series A Junior Participating Preferred
Stock of Corn Products International, Inc., filed on May 25, 2010 as
Exhibit 10.5 to the Company’s Current Report on Form 8-K dated
May 19, 2010, File No. 1-13397.
Amendments to Amended and Restated Certificate of Incorporation
filed on April 9, 2010 as Appendix A to the Company’s Proxy Statement
for its 2010 Annual Meeting of Stockholders, File No. 1-13397.
Certificate of Amendment of Certificate of Amended and Restated
Certificate of Incorporation of the Company, filed on February 28, 2013
as Exhibit 3.4 to the Company’s Annual Report on Form 10-K for the
year ended December 31, 2012, File No. 1-13397.
Amended By-Laws of the Company, filed on December 19, 2013 as
Exhibit 3.1 to the Company’s Current Report on Form 8-K dated
December 13, 2013, File No. 1-13397.
Revolving Credit Agreement dated October 22, 2012, among Ingredion
Incorporated, the lenders signatory thereto, JPMorgan Chase Bank,
N.A., as Administrative Agent, Bank of America, N.A., Citibank, N.A.
and Bank of Montreal, as Co-Syndication Agents, and Mizuho
Corporate Bank (USA), U.S. Bank National Association and Branch
Banking and Trust Company, as Co-Documentation Agents filed on
October 25, 2012 as Exhibit 4.1 to the Company’s Current Report on
Form 8-K dated October 22, 2012, File No. 1-13397.
Private Shelf Agreement, dated as of March 25, 2010 by and between
Corn Products International, Inc. and Prudential Investment Management,
Inc., filed on May 5, 2010 as Exhibit 4.10 to the Company’s Quarterly
Report on Form 10-Q, for the quarter ended March 31, 2010.
Amendment No. 1 to Private Shelf Agreement, dated as of February 25,
2011 by and between Corn Products International, Inc. and Prudential
Investment Management, Inc., filed on May 6, 2011 as Exhibit 4.11 to
the Company’s Quarterly Report on Form 10-Q, for the quarter ended
March 31, 2011.
62 Ingredion Incorporated
4.4(a)
4.5(a)
4.6(a)
4.7(a)
4.8(a)
4.9(a)
4.10(a)
4.11(a)
10.1(c)
10.3(a)(c)
10.4(a)
10.5(b)(c)
10.6(a)(c)
Amendment No. 2 to Private Shelf Agreement, dated as of December 21,
2012 by and between Ingredion Incorporated and Prudential Investment
Management, Inc. , filed on February 28, 2013 as Exhibit 4.4 to the
Company’s Annual Report on Form 10-K for the year ended December 31,
2012, File No. 1-13397.
Indenture Agreement dated as of August 18, 1999 between the Company
and The Bank of New York, as Trustee, filed on August 27, 1999 as Exhibit 4.1
to the Company’s Current Report on Form 8-K, File No. 1-13397.
Third Supplemental Indenture dated as of April 10, 2007 between Corn
Products International, Inc. and The Bank of New York Trust Company,
N.A., as trustee, filed on April 10, 2007 as Exhibit 4.3 to the Company’s
Current Report on Form 8-K, dated April 10, 2007, File No. 1-13397.
Fourth Supplemental Indenture dated as of April 10, 2007 between Corn
Products International, Inc. and The Bank of New York Trust Company,
N.A., as trustee, filed on April 10, 2007 as Exhibit 4.4 to the Company’s
Current Report on Form 8-K dated April 10, 2007, File No. 1-13397.
Fifth Supplemental Indenture, dated September 17, 2010, between Corn
Products International, Inc. and The Bank of New York Mellon Trust
Company, N.A. (as successor trustee to The Bank of New York), as
trustee, filed on September 20, 2010 as Exhibit 4.1 to the Company’s
Current Report on Form 8-K dated September 14, 2010, File No. 1-13397.
Sixth Supplemental Indenture, dated September 17, 2010, between
Corn Products International, Inc. and The Bank of New York Mellon
Trust Company, N.A. (as successor trustee to The Bank of New York), as
trustee, filed on September 20, 2010 as Exhibit 4.2 to the Company’s
Current Report on Form 8-K dated September 14, 2010, File No. 1-13397.
Seventh Supplemental Indenture, dated September 17, 2010, between
Corn Products International, Inc. and The Bank of New York Mellon
Trust Company, N.A. (as successor trustee to The Bank of New York),
as trustee, filed on September 20, 2010 as Exhibit 4.3 to the Company’s
Current Report on Form 8-K dated September 14, 2010, File No. 1-13397.
Eighth Supplemental Indenture, dated September 20, 2012, between
Ingredion Incorporated and The Bank of New York Mellon Trust Company,
N.A. (as successor trustee to The Bank of New York), as trustee, filed
on September 21, 2012 as Exhibit 4.1 to the Company’s Current Report
on Form 8-K dated September 20, 2012, File No. 1-13397.
Stock Incentive Plan as effective February 4, 2014.
Form of Executive Severance Agreement entered into by Ilene S.
Gordon, Cheryl K. Beebe, Jack C. Fortnum and John F. Saucier, filed on
May 6, 2008 as Exhibit 10.5 to the Company’s Quarterly Report on
Form 10-Q, for the quarter ended March 31, 2008, File No. 1-13397.
International Share and Business Sale Agreement, dated as of June 19,
2010, between Akzo Nobel N.V. and Corn Products International, Inc.,
filed on September 21, 2010 as Exhibit 4.1 to the Company’s Current
Report on Form 8-K dated September 19, 2010, File No. 1-13397.
Form of Indemnification Agreement entered into by each of the
members of the Company’s Board of Directors and the Company’s
executive officers.
Deferred Compensation Plan for Outside Directors of the Company
(Amended and Restated as of September 19, 2001), filed as Exhibit 4(d)
to the Company’s Registration Statement on Form S-8, File No. 333-75844,
as amended by Amendment No. 1 dated December 1, 2004, filed as
Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the year
ended December 31, 2004, File No. 1-13397.
10.7(a(c)
10.8(b)(c)
10.9(a)(c)
Supplemental Executive Retirement Plan as effective July 18, 2012 filed
as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q, for
the quarter ended September 30, 2012, File No. 1-13397.
Executive Life Insurance Plan.
Deferred Compensation Plan, as amended by Amendment No. 1 filed
as Exhibit 10.21 to the Company’s Annual Report on Form 10-K/A for
the year ended December 31, 2001, File No. 1-13397.
10.11(a)(c)
10.13(a)(c)
10.10(a)(c) Annual Incentive Plan as effective July 18, 2012 filed as Exhibit 10.1 to
the Company’s Quarterly Report on Form 10-Q, for the quarter ended
September 30, 2012, File No. 1-13397.
Form of Notice of Restricted Stock Award Agreement for use in
connection with awards under the Stock Incentive Plan, filed on
February 27, 2009 as Exhibit 10.11 to the Company’s Annual Report on
Form 10-K for the year ended December 31, 2008, File No. 1-13397.
Employee Benefits Agreement dated December 1, 1997 between the
Company and Bestfoods, filed as Exhibit 4.E to the Company’s
Registration Statement on Form S-8, File No. 333-43525.
10.14(a)(c) Executive Life Insurance Plan, Compensation Committee Summary,
filed as Exhibit 10.14 to the Company’s Annual Report on Form 10-K
for the year ended December 31, 2004, File No. 1-13397.
Form of Executive Life Insurance Plan Participation Agreement and
Collateral Assignment entered into by Cheryl K. Beebe and Jack C.
Fortnum, filed as Exhibit 10.15 to the Company’s Annual Report on
Form 10-K for the year ended December 31, 2004, File No. 1-13397.
10.15(a)(c)
10.17(a)(c)
10.16(a)(c) Form of Performance Share Award Agreement for use in connection
with awards under the Stock Incentive Plan, filed on February 10, 2014
as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated
February 4, 2014, File No. 1-13397.
Form of Stock Option Award Agreement for use in connection with
awards under the Stock Incentive Plan, filed on February 10, 2014 as
Exhibit 10.2 to the Company’s Current Report on Form 8-K dated
February 4, 2014, File No. 1-13397.
Natural Gas Purchase and Sale Agreement between Corn Products
Brasil-Ingredientes Industrias Ltda. and Companhia de Ga de Sao
Paulo-Comgas, filed as Exhibit 10.17 to the Company’s Annual Report
on Form 10-K for the year ended December 31, 2005, File No. 1-13397.
Letter of Agreement dated as of April 2, 2009 between the Company
and Ilene S. Gordon, filed on August 6, 2009 as Exhibit 10.21 to the
Company’s Quarterly Report on Form 10-Q, for the quarter ended
June 30, 2009, file No. 1-13397.
10.19(a)(c)
10.18(a)
10.20(a)(c) Form of Restricted Stock Units Award Agreement for use in connection
with awards under the Stock Incentive Plan, filed on February 10, 2014
as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated
February 4, 2014, File No. 1-13397.
Letter of Agreement dated as of April 2, 2010 between the Company
and Diane Frisch, filed on August 6, 2010 as Exhibit 10.24 to the
Company’s Quarterly Report on Form 10-Q, for the quarter ended
June 30, 2010, File No. 1-13397.
10.21(a)(c)
10.22(a)(c) Executive Severance Agreement dated as of May 1, 2010 between the
Company and Diane Frisch, filed on August 6, 2010 as Exhibit 10.25 to
the Company’s Quarterly Report on Form 10-Q, for the quarter ended
June 30, 2010, File No. 1-13397.
10.23(a)(c) Term Sheet, dated as of July 23, 2010 for Employment Agreements
between the Company and Julio dos Reis and Productos de Maiz S.A.
and Julio dos Reis, filed on November 5, 2010 as Exhibit 10.28 to the
Company’s Quarterly Report on Form 10-Q for the Quarter ended
September 30, 2010, File No. 1-13397.
10.24(a)(c) Letter of Agreement dated as of September 28, 2010 between the
Company and James Zallie, filed as Exhibit 10.30 to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2010,
File No. 1-13397.
10.25(a)(c) Employment Agreement, dated as of July 31, 2009, by and between
National Starch LLC and James Zallie, filed as Exhibit 10.31 to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2010,
File No. 1-13397.
10.26(a)(c) National Starch LLC Severance Plan For Full Time And Part Time
Non-Union Employees, effective April 1, 2008, filed as Exhibit 10.32
to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2010, File No. 1-13397.
Form of Executive Severance Agreement entered into by James Zallie
and Christine M. Castellano.
10.27(c)
10.35(a)(c) Confidential Separation Agreement and General Release, dated as of
March 29, 2013, by and between the Company and Kimberly A. Hunter,
filed as Exhibit 10.35 to the Company’s Quarterly Report on Form 10-Q
for the Quarter ended June 30, 2013, File No. 1-13397.
10.36(a)(c) Consulting Agreement, dated as of September 3, 2013, by and between
the Company and Julio dos Reis, filed as Exhibit 10.36 to the Company’s
Quarterly Report on Form 10-Q for the Quarter ended September 30,
2013, File No. 1-13397.
10.38(c)
11.1
12.1
21.1
23.1
24.1
31.1
10.37(a)(c) Mutual Separation Agreement, dated as of September 3, 2013, by
and between Ingredion Argentina S.A. and Julio dos Reis, filed as
Exhibit 10.37 to the Company’s Quarterly Report on Form 10-Q for
the Quarter ended September 30, 2013, File No. 1-13397.
Letter of Agreement dated as of September 2, 2013 between the
Company and Ricardo de Abreu Souza and Addendum dated as of
February 19, 2014.
Earnings Per Share Computation
Computation of Ratio of Earnings to Fixed Charges
Subsidiaries of the Registrant
Consent of Independent Registered Public Accounting Firm
Power of Attorney
CEO Section 302 Certification Pursuant to the Sarbanes-Oxley
Act of 2002
CFO Section 302 Certification Pursuant to the Sarbanes-Oxley
Act of 2002
CEO Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of
the United States Code as created by the Sarbanes-Oxley Act of 2002
CFO Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of
the United States Code as created by the Sarbanes-Oxley Act of 2002
The following financial information from the Ingredion Incorporated
Annual Report on Form 10-K for the year ended December 31, 2013
formatted in Extensible Business Reporting Language (XBRL): (i) the
Consolidated Statements of Income; (ii) the Consolidated Statements
of Comprehensive Income; (iii) the Consolidated Balance Sheets;
(iv) the Consolidated Statements of Equity and Redeemable Equity;
(v) the Consolidated Statements of Cash Flows; and (vi) the Notes to
the Consolidated Financial Statements
32.2
32.1
31.2
101
(a) Incorporated herein by reference as indicated in the exhibit description.
(b) Incorporated herein by reference to the exhibits filed with the Company’s Annual Report on Form 10-K
for the year ended December 31, 1997.
(c) Management contract or compensatory plan or arrangement required to be filed as an exhibit to this
form pursuant to item 15(b) of this report.
Ingredion Incorporated 63
Exhibit 11.1
Computation of Net Income per Share of Common Stock
In millions, except per share data
Year Ended December 31, 2013
Basic
Shares outstanding at the start of the period
Weighted average of new shares issued
under share-based compensation plans
Weighted average of treasury shares issued
under share-based compensation plans
Weighted average of treasury shares purchased
during the period
Other
Average shares outstanding – basic
Effect of Dilutive Securities
Average dilutive shares outstanding – assuming dilution
Average shares outstanding – diluted
Net income attributable to Ingredion
Net income per common share of Ingredion – Basic
Net income per common share of Ingredion – Diluted
Exhibit 12.1
Computation of Ratio of Earnings to Fixed Charges
77.0
0.4
0.1
(0.6)
0.1
77.0
1.3
78.3
$395.7
$÷5.14
$÷5.05
In millions, except ratios
2013
2012
2011
2010
2009
Income before income
taxes and earnings of
non-controlling interests $546.8
79.9
(4.3)
$622.4
Fixed charges
Capitalized interest
Total
$600.6
84.3
(5.6)
$679.3
$593.4
88.5
(5.2)
$676.7
$275.5
72.4
(2.6)
$345.3
$115.2
41.2
(6.6)
$149.8
Ratio of earnings
to fixed charges
Fixed charges:
Interest expense on debt
Amortization of
discount on debt
Interest portion of
rental expense on
operating leases
Total
7.79
8.06
7.65
4.77
3.64
$÷74.6
$÷79.4
$÷83.4
$÷69.4
$÷38.8
3.4
3.2
3.0
1.6
1.3
1.9
$÷79.9
1.7
$÷84.3
2.1
$÷88.5
1.4
$÷72.4
1.1
$÷41.2
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized,
on the 24th day of February, 2014.
Ingredion Incorporated
By: /s/ Ilene S. Gordon
Ilene S. Gordon
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf
of the Registrant, in the capacities indicated and on the 24th day of
February, 2014.
Signature
/s/ Ilene S. Gordon
Ilene S. Gordon
/s/ Jack C. Fortnum
Jack C. Fortnum
Title
Chairman, President,
Chief Executive Officer and Director
Chief Financial Officer
/s/ Matthew R. Galvanoni Controller
Matthew R. Galvanoni
*Richard J. Almeida
Richard J. Almeida
*Luis Aranguren-Trellez
Luis Aranguren-Trellez
*David B. Fischer
David B. Fischer
*Paul Hanrahan
Paul Hanrahan
*Wayne M. Hewett
Wayne M. Hewett
*Rhonda L. Jordan
Rhonda L. Jordan
*Gregory B. Kenny
Gregory B. Kenny
*Barbara A. Klein
Barbara A. Klein
*Victoria J. Reich
Victoria J. Reich
*James M. Ringler
James M. Ringler
*Dwayne A. Wilson
Dwayne A. Wilson
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
*By: /s/ Christine M. Castellano
Christine M. Castellano
Attorney-in-fact
(Being the principal executive officer, the principal financial officer, the
controller and a majority of the directors of Ingredion Incorporated)
64 Ingredion Incorporated
Exhibit 21.1
Subsidiaries of The Registrant
The Registrant’s subsidiaries as of December 31, 2013, are listed below
showing the percentage of voting securities directly or indirectly owned
by the Registrant. All other subsidiaries, if considered in the aggregate
as a single subsidiary, would not constitute a significant subsidiary.
Percentage of voting
securities directly
or indirectly owned
by the Registrant(a)
State or
Country of
incorporation
or organization
Arrendadora Gefemesa, S.A. de C.V.
Bebidas y Algo Mas S.A. de C.V.
Bedford Construction Company
Brunob II B.V.
Brunob IV B.V.
Cali Investment Corp.
Casco Holding LLC
Colombia Millers Ltd.
Corn Products Americas Holdings S.à r.l.
Corn Products Development, Inc.
Corn Products Espana Holding LLC
Corn Products Germany GmbH
Corn Products Global Holding S.à r.l.
Corn Products Inc. & Co. KG
Corn Products Kenya Limited
Corn Products Malaysia Sdn. Bhd.
Corn Products Mauritius (Pty) Ltd.
Corn Products Netherlands Holding S.à r.l.
Corn Products Puerto Rico Inc.
Corn Products Sales Corporation
Corn Products Southern Cone S.A.
Corn Products (Thailand) Co., Ltd.
Corn Products UK Finance LP
Corn Products Venezuela, C.A.
CPIngredients, LLC d/b/a GTC Nutrition
CP Ingredients India Private Limited
Crystal Car Line, Inc.
Deutsche ICI GmbH
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Mexico
Mexico
New Jersey
The Netherlands
The Netherlands
Delaware
Delaware
Delaware
Luxembourg
Delaware
Delaware
Germany
Luxembourg
Germany
Kenya
Malaysia
Mauritius
Luxembourg
Delaware
Delaware
Argentina
Thailand
England and Wales
Venezuela
Colorado
India
Illinois
Germany
Feed Products Limited
Globe Ingredients Nigeria Limited
Hispano-American Company, Inc.
ICI Mauritius (Holdings) Limited
ICI Servicios Mexico, S.A. de C.V.
IMASA Brasil
Ingredion ANZ Pty Ltd.
Ingredion Argentina S.A.
Ingredion Brasil Ingredientes Industriais Ltda.
Ingredion Canada Incorporated
Ingredion Chile S.A.
Ingredion Colombia S.A.
Ingredion Ecuador S.A.
Ingredion Employee Services S.à r.l.
Ingredion Espana, S.L.U.
Ingredion Germany GmbH
Ingredion Holding LLC
Ingredion Integra, S.A. de C.V.
Ingredion Japan K.K.
Ingredion Korea Incorporated
Ingredion Malaysia Sdn. Bhd.
Ingredion Mexico, S.A. de C.V.
Ingredion Peru S.A.
Ingredion Philippines, Inc.
Ingredion Singapore Pte. Ltd.
Ingredion South Africa (Pty) Ltd.
Ingredion (Thailand) Ltd.
Ingredion UK Limited
Ingredion Uruguay S.A.
Inversiones Latinoamericanas S.A.
Laing-National Limited
National Starch & Chemical (Thailand) Ltd
National Starch Company
National Starch Servicios, S.A. de C.V.
National Starch Specialties (Shanghai) Ltd
PT National Starch
Rafhan Maize Products Co. Ltd.
Raymond & White River LLC
The Chicago, Peoria and Western Railway Company
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
70.3
100
100
New Jersey
Nigeria
Delaware
Mauritius
Mexico
Brazil
Australia
Argentina
Brazil
Canada
Chile
Colombia
Ecuador
Luxembourg
Spain
Germany
Delaware
Mexico
Japan
Korea
Malaysia
Mexico
Peru
Philippines
Singapore
South Africa
Thailand
England and Wales
Uruguay
Delaware
England and Wales
Thailand
Nevada
Mexico
China
Indonesia
Pakistan
Indiana
Illinois
(a) With respect to certain companies, shares in the names of nominees and qualifying shares in the
names of directors are included in the above percentages.
Ingredion Incorporated 65
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Ingredion Incorporated:
We consent to the incorporation by reference in the registration
statements on Form S-8 (Nos. 333 43525, 333-71573, 333-75844,
333-33100, 333-105660, 333-113746, 333-129498, 333-143516, 333-
160612 and 333-171310) of Ingredion Incorporated (formerly known
as Corn Products International, Inc.) of our report dated February 24,
2014, with respect to the consolidated balance sheets of Ingredion
Incorporated and subsidiaries as of December 31, 2013 and 2012,
and the related consolidated statements of income, comprehensive
income, equity and redeemable equity, and cash flows for each of
the years in the three-year period ended December 31, 2013, and
the effectiveness of internal control over financial reporting as of
December 31, 2013, which report appears in this December 31, 2013
annual report on Form 10 K of Ingredion Incorporated.
/s/ KPMG LLP
Chicago, Illinois
February 24, 2014
Exhibit 24.1
Ingredion Incorporated Power of Attorney
Form 10-K for the Fiscal Year Ended December 31, 2013
KNOW ALL MEN BY THESE PRESENTS, that I, as a director of Ingredion
Incorporated, a Delaware corporation (the “Company”), do hereby
constitute and appoint Christine M. Castellano as my true and lawful
attorney-in-fact and agent, for me and in my name, place and stead,
to sign the Annual Report on Form 10-K of the Company for the fiscal
year ended December 31, 2013, and any and all amendments thereto,
and to file the same and other documents in connection therewith
with the Securities and Exchange Commission, granting unto said
attorney-in-fact full power and authority to do and perform each and
every act and thing requisite and necessary to be done in the premises,
as fully to all intents and purposes as I might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact may
lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have executed this instrument this 24th day
of February, 2014.
/s/ Richard J. Almeida
Richard J. Almeida
/s/ Luis Aranguren-Trellez
Luis Aranguren-Trellez
/s/ David B. Fischer
David B. Fischer
/s/ Ilene S. Gordon
Ilene S. Gordon
/s/ Paul Hanrahan
Paul Hanrahan
/s/ Wayne M. Hewett
Wayne M. Hewett
/s/ Rhonda L. Jordan
Rhonda L. Jordan
/s/ Gregory B. Kenny
Gregory B. Kenny
/s/ Barbara A. Klein
Barbara A. Klein
/s/ Victoria J. Reich
Victoria J. Reich
/s/ James M. Ringler
James M. Ringler
/s/ Dwayne A. Wilson
Dwayne A. Wilson
66 Ingredion Incorporated
Exhibit 31.1
Certification of Chief Executive Officer
I, Ilene S. Gordon, certify that:
1. I have reviewed this annual report on Form 10-K of Ingredion
Incorporated;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to
the period covered by this report;
5. The registrant’s other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant’s inter-
nal control over financial reporting.
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
Date: February 24, 2014
/s/ Ilene S. Gordon
Ilene S. Gordon
Chairman, President and Chief Executive Officer
4. The registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15 (f) and 15d-15(f)) for the registrant and have:
Exhibit 31.2
Certification Of Chief Financial Officer
I, Jack C. Fortnum, certify that:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is
being prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls
and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal
control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the Registrant’s fourth fiscal quarter in
the case of an annual report) that has materially affected, or is rea-
sonably likely to materially affect, the registrant’s internal control
over financial reporting; and
1. I have reviewed this annual report on Form 10-K of Ingredion
Incorporated;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to
the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15 (f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervi-
sion, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this
report is being prepared;
Ingredion Incorporated 67
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls
and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal
control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the Registrant’s fourth fiscal quarter in
the case of an annual report) that has materially affected, or is rea-
sonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant’s inter-
nal control over financial reporting.
Date: February 24, 2014
/s/ Jack C. Fortnum
Jack C. Fortnum
Executive Vice President and Chief Financial Officer
Exhibit 32.1
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Ilene S. Gordon, the Chief Executive Officer of Ingredion Incorporated,
certify that to my knowledge (i) the report on Form 10-K for the fiscal
year ended December 31, 2013 as filed with the Securities and Exchange
Commission on the date hereof (the “Report”) fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 and (ii) the information contained in the Report fairly pres-
ents, in all material respects, the financial condition and results of
operations of Ingredion Incorporated.
/s/ Ilene S. Gordon
Ilene S. Gordon
Chief Executive Officer
February 24, 2014
A signed original of this written statement required by Section 906 has been provided to Ingredion
Incorporated and will be retained by Ingredion Incorporated and furnished to the Securities and
Exchange Commission or its staff upon request.
Exhibit 32.2
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Jack C. Fortnum, the Chief Financial Officer of Ingredion Incorporated,
certify that to my knowledge (i) the report on Form 10-K for the fiscal
year ended December 31, 2013 as filed with the Securities and Exchange
Commission on the date hereof (the “Report”) fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 and (ii) the information contained in the Report fairly pres-
ents, in all material respects, the financial condition and results of
operations of Ingredion Incorporated.
/s/ Jack C. Fortnum
Jack C. Fortnum
Chief Financial Officer
February 24, 2014
A signed original of this written statement required by Section 906 has been provided to Ingredion
Incorporated and will be retained by Ingredion Incorporated and furnished to the Securities and
Exchange Commission or its staff upon request.
68 Ingredion Incorporated
Shareholder Cumulative Total Return
The performance graph below shows the cumulative total return to
shareholders (stock price appreciation or depreciation plus reinvested
dividends) during the 5-year period from December 31, 2008 to
December 31, 2013, for our common stock compared to the cumulative
total return during the same period for the Russell 1000 Index and a
peer group index. The Russell 1000 Index is a comprehensive common
stock price index representing equity investments in the 1,000 larger
companies measured by market capitalization of the 3,000 companies
in the Russell 3000 Index. The Russell 1000 Index is value weighted
and includes only publicly traded common stocks belonging to
corporations domiciled in the U.S. and its territories.
Our peer group index includes the following 19 companies in
four identified sectors which, based on their standard industrial
classification codes, are similar to us:
Agricultural Processing
Archer-Daniels-Midland Company
Bunge Limited
Gruma, S.A. de C.V.
MGP Ingredients, Inc.
Penford Corporation
Tate & Lyle PLC
Agricultural Production/
Farm Production
Alico, Inc.
Alliance One International, Inc.
Charles River Laboratories
International Inc.
Universal Corporation
Agricultural Chemicals
Agrium, Inc.
Monsanto Company
Potash Corporation of Saskatchewan Inc.
Syngenta AG
Terra Nitrogen Company, L.P.
Paper/ Timber
Deltic Timber Corporation
MeadWestvaco Corporation
Potlatch Corporation
Wausau Paper Corp.
$250
$200
$150
$100
$50
$0
I N G R E D I O N
R U S S E L L 1 0 0 0 I N D E X
P E E R G R O U P I N D E X
Ingredion Incorporated
Russell 1000 Index
Peer Group Index
$100.00
$100.00
$100.00
$104.14
$128.43
$133.77
$166.44
$149.11
$146.59
$192.86
$151.34
$138.24
$240.02
$176.20
$171.29
$260.93
$234.54
$192.70
Dec. 31, 2008
Dec. 31, 2009
Dec. 31, 2010
Dec. 31, 2011
Dec. 31, 2012
Dec. 31, 2013
Comparison of Cumulative Total Return Among our Company, the Russell 1000 Index and our Peer Group Index
(For the period from December 31, 2008 to December 31, 2013. Source: Standard & Poor’s)
The graph assumes that:
• as of the market close on December 31, 2008, you made one-time $100 investments in our common stock and in market capital base-weighted amounts which were apportioned
among all the companies whose equity securities constitute each of the other two named indices, and
• all dividends were automatically reinvested in additional shares of the same class of equity securities constituting such investments at the frequency with which dividends were
paid on such securities during the applicable time frame.
Our peer group does not include Buckeye Technologies Inc., which was included in the index used in our 2012 Annual Report because Buckeye Technologies, Inc. was delisted from
the New York Stock Exchange and acquired by Georgia-Pacific LLC through a merger in August 2013.
Reconciliation to Non-GAAP Diluted Earnings Per Share (“EPS”) (Unaudited)
Diluted earnings per common share of Ingredion
Add back:
Restructuring/impairment charges, net of income tax benefit
Integration/acquisition costs, net of income tax benefit
Reversal of Korean deferred tax asset valuation allowance
Gain from change in benefit plan, net of income tax
Gain from sale of land, net of income tax
NAFTA award
Non-GAAP adjusted diluted earnings per common share of Ingredion
Year Ended
December 31, 2012
Year Ended
December 31, 2011
$«5.47
$«5.32
0.29
0.03
(0.16)
(0.04)
(0.02)
–
$«5.57
0.08
0.26
–
(0.23)
–
(0.75)
$«4.68
Ingredion Incorporated 69
Directors and Officers
As of April 8, 2014
Board of Directors
Richard J. Almeida* 3
Former Chairman and
Chief Executive Officer
Heller Financial, Inc.
Age 71; Director since 2001
Luis Aranguren-Trellez 1
Executive President
Arancia, S.A. de C.V.
Age 52; Director since 2003
David B. Fischer 2
President and
Chief Executive Officer
Greif, Inc.
Age 51; Director since 2013
Ilene S. Gordon
Chairman, President and
Chief Executive Officer
Ingredion Incorporated
Age 60; Director since 2009
Paul Hanrahan 2
Chief Executive Officer
American Capital Energy &
Infrastructure Management, LLC
Age 56; Director since 2006
Wayne M. Hewett 1
President and
Chief Executive Officer
Arysta LifeScience Corporation
Age 49; Director since 2010
Rhonda L. Jordan 2
Former President, Global Health
and Wellness, & Sustainability
Kraft Foods Inc.
Age 56; Director since 2013
Gregory B. Kenny 3
President and
Chief Executive Officer
General Cable Corporation
Age 61; Director since 2005
Corporate Officers
Ilene S. Gordon
Chairman, President and
Chief Executive Officer
Age 60; joined Company in 2009
Christine M. Castellano
Senior Vice President,
General Counsel, Corporate Secretary
and Chief Compliance Officer
Age 48; joined Company in 1996
Ricardo de Abreu Souza
Senior Vice President and President,
South America Ingredient Solutions
Age 63; joined Company in 1977
Anthony P. DeLio
Senior Vice President and
Chief Innovation Officer
Age 58; joined Company in 2010
Jack C. Fortnum
Executive Vice President and
Chief Financial Officer
Age 57; joined Company in 1984
Diane J. Frisch
Senior Vice President, Human Resources
Age 59; joined Company in 2010
Matthew R. Galvanoni
Vice President and Corporate Controller
Age 41; joined Company in 2012
Jorgen Kokke
Vice President and General Manager,
Asia-Pacific
Age 45; joined Company in 2010
Richard O’Shanna
Acting Corporate Treasurer
Age 56; joined Company in 2009
70 Ingredion Incorporated
Barbara A. Klein 1
Former Senior Vice President
and Chief Financial Officer
CDW Corporation
Age 59; Director since 2004
Victoria J. Reich 1
Former Senior Vice President
and Chief Financial Officer
United Stationers Inc.
Age 56; Director since 2013
James M. Ringler 3
Chairman of the Board
Teradata Corporation
Age 68; Director since 2001
Dwayne A. Wilson 2
President and
Chief Executive Officer
Savannah River Nuclear Solutions, LLC
Age 55; Director since 2010
John F. Saucier
Senior Vice President,
Corporate Strategy and
Global Business Development
Age 60; joined Company in 2006
Robert J. Stefansic
Senior Vice President, Operational
Excellence and Environmental,
Health, Safety & Sustainability
Age 52; joined Company in 2010
James P. Zallie
Executive Vice President,
Global Specialties and President,
North America and EMEA
Age 52; joined Company in 2010
* Lead Director
Committees of the Board
1 Audit Committee, Ms. Klein is Chairman.
2 Compensation Committee, Mr. Hanrahan is Chairman.
3 Corporate Governance and Nominating Committee,
Mr. Almeida is Chairman.
Shareholder Information
Corporate Headquarters
5 Westbrook Corporate Center
Westchester, IL 60154
708.551.2600
708.551.2700 fax
www.ingredion.com
Stock Exchange
The common shares of Ingredion Incorporated
trade on the New York Stock Exchange under
the ticker symbol INGR. Our Company is a
member of the Russell 1000 Index and the
S&P MidCap 400 Index.
Stock Prices and Dividends
Common stock market price Cash
Dividends
Declared
High Low per Share
2013
Q4
Q3
Q2
Q1
2012
Q4
Q3
Q2
Q1
$70.48
$72.19
$74.31
$72.58
$66.66
$56.57
$58.87
$58.38
$63.49
$60.62
$62.65
$62.44
$54.57
$45.30
$47.26
$50.59
$0.42
$0.38
$0.38
$0.38
$0.26
$0.26
$0.20
$0.20
Shareholders
As of January 31, 2014, there were 5,428
shareholders of record.
Transfer Agent, Dividend
Disbursing Agent and Registrar
Computershare 866.517.4574 or 201.680.6685
(outside the U.S.) or 888.269.5221 (hearing
impaired – TTY phone)
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Shareholder Assistance
Ingredion Incorporated
c/o Computershare
P.O. Box 30170
College Station, TX 77842-3170
Send overnight correspondence to:
Ingredion Incorporated
c/o Computershare
211 Quality Circle, Suite 210
College Station, TX 77845
Shareholder website:
www.computershare.com/investor
Shareholder online inquiries:
https://www-us.computershare.com/
investor/contact
Investor and Shareholder Contact
Investor Relations Department
708.551.2592
Investor.relations@ingredion.com
Company Information
Copies of the Annual Report, the Annual
Report on Form 10-K and quarterly reports
on Form 10-Q may be obtained, without
charge, by writing to Investor Relations
at the corporate headquarters address,
by calling 708.551.2603, by emailing
investor.relations@ingredion.com or by
visiting our website at www.ingredion.com.
Annual Meeting of Shareholders
The 2014 Annual Meeting of Shareholders
will be held on Wednesday, May 21, 2014,
at 9:00 a.m. local time at the Westbrook
Corporate Center Meeting Facility,
5 Westbrook Corporate Center, in Westchester,
IL 60154. A formal notice of that meeting,
proxy statement and proxy voting card
are being made available to shareholders
in accordance with U.S. Securities and
Exchange Commission regulations.
Independent Auditors
KPMG LLP
200 East Randolph Drive
Chicago, IL 60601
312.665.1000
Board Communication
Interested parties may communicate
directly with any member of our Board
of Directors, including the Lead Director,
or the non-management directors or the
independent directors, as a group, by
writing in care of Corporate Secretary,
Ingredion Incorporated, 5 Westbrook
Corporate Center, Westchester, IL 60154.
Safe Harbor
Certain statements in this Annual Report
that are neither reported financial results
nor other historical information are forward-
looking statements. Such forward-looking
statements are not guarantees of future
performance and are subject to risks and
uncertainties that could cause actual results
and Company plans and objectives to differ
materially from those expressed in the
forward-looking statements.
This entire report was printed with soy-based inks on
recycled paper that contains 10% post-consumer waste,
is Green Seal certified and is acid-free. UniqueActive LLC,
an FSC-certified printer, released almost no VOC emissions
into the atmosphere. UniqueActive also recycles all of the
plates, waste paper and unused inks, further reducing
the carbon footprint.
Copyright © 2014 Ingredion Incorporated.
All Rights Reserved.
Ingredion Incorporated
5 Westbrook Corporate Center
Westchester, IL 60154
708.551.2600
www.ingredion.com
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