INGR 10-K Annual Report Dec. 31, 2018 | Alphaminr
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INGR 10-K Fiscal year ended Dec. 31, 2018

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INGREDION INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 Description Of The BusinessNote 2 Summary Of Significant Accounting PoliciesNote 3 AcquisitionsNote 4 Revenue RecognitionNote 5 Restructuring and Impairment ChargesNote 6 Financial Instruments, Derivatives and Hedging ActivitiesNote 7 Financing ArrangementsNote 8 LeasesNote 9 Income TaxesNote 10 Benefit PlansNote 11 Supplementary InformationNote 12 EquityNote 13 Segment InformationNote 14 Commitments and ContingenciesItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 15(a)(1) Consolidated Financial StatementsItem 15(a)(2) Financial Statement SchedulesItem 15(a)(3) Exhibits

Exhibits

3.2 Certificate of Elimination of SeriesA Junior Participating Preferred Stock of Corn Products International,Inc. (incorporated by reference to Exhibit10.5 to the Companys Current Report on Form8-K dated May19, 2010, filed on May25, 2010) (File No.1-13397). 3.3 Amendments to Amended and Restated Certificate of Incorporation (incorporated by reference to Appendix A to the Companys Proxy Statement for its 2010 Annual Meeting of Stockholders filed on April9, 2010) (File No.1-13397). 3.4 Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit3.4 to the Companys Annual Report on Form10-K for the year ended December31, 2012, filed on February28, 2013) (File No.1-13397). 3.5 Amended By-Laws of the Company (incorporated by reference to Exhibit3.1 to the Companys Current Report on Form8-K dated December9, 2016, filed on December14, 2016) (File No.1-13397). 4.1 Revolving Credit Agreement dated October11, 2016, by and among Ingredion Incorporated, the lenders signatory thereto, any subsidiary borrowers that may become party thereto from time to time, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., as Syndication Agent, and Branch Banking and Trust Company, Bank of Montreal, Wells Fargo Bank, National Association, Mizuho Bank, Ltd., HSBC Bank USA, N.A., Citibank, N.A., ING Capital LLC and PNC Bank, National Association, as Co-Documentation Agents (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K dated October 11, 2016, filed on October 17, 2016) (File No.1-13397) . 4.2 Private Shelf Agreement, dated as of March25, 2010 by and between Corn Products International,Inc. and Prudential Investment Management,Inc. (incorporated by reference to Exhibit4.10 to the Companys Quarterly Report on Form10-Q, for the quarter ended March31, 2010, filed on May5, 2010) (File No.1-13397). 4.3 Amendment No.1 to Private Shelf Agreement, dated as of February25, 2011 by and between Corn Products International,Inc. and Prudential Investment Management,Inc. (incorporated by reference to Exhibit4.11 to the Companys Quarterly Report on Form10-Q, for the quarter ended March31, 2011, filed on May6, 2011) (File No.1-13397). 4.4 Amendment No.2 to Private Shelf Agreement, dated as of December21, 2012 by and between Ingredion Incorporated and Prudential Investment Management,Inc. (incorporated by reference to Exhibit4.4 to the Companys Annual Report on Form10-K for the year ended December31, 2012, filed on February28, 2013) (File No.1-13397). 4.6 Fourth Supplemental Indenture dated as of April10, 2007 between Corn Products International,Inc. and The Bank of New York Trust Company, N.A., as trustee (incorporated by reference to Exhibit4.4 to the Companys Current Report on Form8-K dated April10, 2007, filed on April10, 2007) (File No.1-13397). 4.7 Sixth Supplemental Indenture, dated September17, 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 (incorporated by reference to Exhibit4.2 to the Companys Current Report on Form8-K dated September14, 2010, filed on September20, 2010) (File No.1-13397). 4.8 Seventh Supplemental Indenture, dated September17, 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 (incorporated by reference to Exhibit4.3 to the Companys Current Report on Form8-K dated September14, 2010, filed on September20, 2010) (File No.1-13397). 4.9 Ninth Supplemental Indenture, dated as of September 22, 2016, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor trustee to The Bank of New York), as trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K dated September 22, 2016, filed on September 22, 2016) (File No.1-13397). 4.10 Term Loan Credit Agreement dated as of August 18, 2017, among Ingredion Incorporated, the lenders signatory thereto, Bank of America, N.A., as Administrative Agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Sole Bookrunner and Sole Lead Arranger (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K dated August 18, 2017, filed on August 24, 2017 (File No. 1-13397). 10.1* Stock Incentive Plan as effective February7, 2017 (incorporated by reference to Exhibit10.1 to the Companys Current Report on Form8-K dated February7, 2017, filed on February14, 2017) (File No.1-13397). 10.2* Formof Executive Severance Agreement entered into by Ilene S. Gordon and Jack C. Fortnum (incorporated by reference to Exhibit10.5 to the Companys Quarterly Report on Form10-Q, for the quarter ended March31, 2008, filed on May6, 2008) (File No.1-13397). 10.4* Deferred Compensation Plan for Outside Directors of the Company (Amended and Restated as of September19, 2001), filed on December21, 2001 as Exhibit4(d)to the Companys Registration Statement on FormS-8, File No.333-75844, as amended by Amendment No.1 dated December1, 2004 (incorporated by reference to Exhibit10.6 to the Companys Annual Report on Form10-K for the year ended December31, 2004, filed on March11, 2005) (File No.1-13397). 10.5* Supplemental Executive Retirement Plan as effective July18, 2012 (incorporated by reference to Exhibit10.7 to the Companys Quarterly Report on Form10-Q, for the quarter ended September30, 2012, filed on November2, 2012) (File No.1-13397). 10.8* Annual Incentive Plan as effective July18, 2012 (incorporated by reference to Exhibit10.1 to the Companys Quarterly Report on Form10-Q, for the quarter ended September30, 2012, filed on November2, 2012) (File No.1-13397). 10.9* Executive Life Insurance Plan, Compensation Committee Summary (incorporated by reference to Exhibit10.14 to the Companys Annual Report on Form10-K for the year ended December31, 2004, filed on March11, 2005) (File No.1-13397). 10.10* Formof Executive Life Insurance Plan Participation Agreement and Collateral Assignment entered into by Jack C. Fortnum (incorporated by reference to Exhibit10.15 to the Companys Annual Report on Form10-K for the year ended December31, 2004, filed on March11, 2005) (File No.1-13397). 10.11* Formof Performance Share Award Agreement for use in connection with awards under the Stock Incentive Plan (incorporated by reference to Exhibit10.1 to the Companys Current Report on Form8-K dated February6, 2018, filed on February12, 2018) (File No.1-13397). 10.12* Formof Stock Option Award Agreement for use in connection with awards under the Stock Incentive Plan (incorporated by reference to Exhibit10.2 to the Companys Current Report on Form8-K dated February6, 2018, filed on February12, 2018) (File No.1-13397). 10.13* Formof Restricted Stock Units Award Agreement for use in connection with awards under the Stock Incentive Plan (incorporated by reference to Exhibit10.3 to the Companys Current Report on Form8-K dated February6, 2018, filed on February12, 2018) (File No.1-13397). 10.14 Natural Gas Purchase and Sale Agreement between Corn Products Brasil-Ingredientes Industrias Ltda. and Companhia de Ga de Sao Paulo-Comgas (incorporated by reference to Exhibit10.17 to the Companys Annual Report on Form10-K for the year ended December31, 2005, filed on March9, 2006) (File No.1-13397). 10.15* Confidential Separation Agreement and General Release, dated as of January 2, 2018 between the Company and Diane Frisch (incorporated by reference to Exhibit 10.29 to the Companys Quarterly Report on Form 10-Q, for the quarter ended March 31, 2018, filed on May 4, 2018) (File No. 1-13397). 10.16* Formof Executive Severance Agreement entered into by James Zallie, Christine M. Castellano, Anthony P. DeLio, James D. Gray, Jorgen Kokke and Robert F. Stefansic (incorporated by reference to Exhibit10.17 to the Companys Quarterly Report on Form10-Q for the quarter ended June 30, 2018, filed on August 3, 2018) (File No.1-13397). 10.17* Formof Executive Severance Agreement entered into by JElizabeth Adefioye, Valderine Bastos-Licht, Larry Fernandes and Pierre Perez y Lanadazuri (incorporated by reference to Exhibit10.18 to the Companys Quarterly Report on Form10-Q for the quarter ended June 30, 2018, filed on August 3, 2018) (File No.1-13397). 10.18* Letter of Agreement dated as of November 10, 2016 between the Company and Jorgen Kokke (incorporated by reference to Exhibit 10.28 to the Companys Annual Report on Form 10-K, for the year ended December 31, 2016, filed on February 22, 2017) (File No. 1-13397). 10.19* Confidentiality Agreement dated March 1, 2017 between the Company and Jack C. Fortnum (incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q, for the quarter ended March 31, 2017, filed on May 5, 2017) (File No. 1-13397). 10.20* Non-Compete Agreement dated March 1, 2017 between the Company and Jack C. Fortnum (incorporated by reference to Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q, for the quarter ended March 31, 2017, filed on May 5, 2017) (File No, 1-13397) 10.21* Letter of Agreement dated as of December 1, 2017 between the Company and Jorgen Kokke (incorporated by reference to Exhibit 10.23 to the Companys Annual Report on Form 10-K, for the year ended December 31, 2017, filed on February 21, 2018) (File No, 1-13397). 10.22* Executive Severance Agreement dated March 1, 2016 between the Company and Stephen K. Latreille (incorporated by reference to Exhibit 10.25 to the Companys Annual Report on Form 10-K, for the year ended December 31, 2017, filed on February 21, 2018) (File No, 1-13397). 10.23* Confidential Separation Agreement and General Release, dated as of February 12, 2018 between the Company and Martin Sonntag (incorporated by reference to Exhibit 10.30 to the Companys Quarterly Report on Form 10-Q, for the quarter ended March 31, 2018, filed on May 4, 2018) (File No. 1-13397). 10.24* Letter of Agreement,, dated as of January 11, 2018 between the Company and Elizabeth Adefioye (incorporated by reference to Exhibit 10.31 to the Companys Quarterly Report on Form 10-Q, for the quarter ended March 31, 2018, filed on May 4, 2018) (File No. 1-13397). 10.25* Letter of Agreement,, dated as of January 31, 2018 between the Company and Valdirene Bastos-Licht (incorporated by reference to Exhibit 10.32 to the Companys Quarterly Report on Form 10-Q, for the quarter ended March 31, 2018, filed on May 4, 2018) (File No. 1-13397). 10.26* Addendum to Letter of Agreement,, dated as of February 23, 2018 between the Company and Valdirene Bastos-Licht (incorporated by reference to Exhibit 10.32.1 to the Companys Quarterly Report on Form 10-Q, for the quarter ended March 31, 2018, filed on May 4, 2018) (File No. 1-13397). 10.27* Addendum II to Letter of Agreement,, dated as of March 23, 2018 between the Company and Valdirene Bastos-Licht (incorporated by reference to Exhibit 10.32.2 to the Companys Quarterly Report on Form 10-Q, for the quarter ended March 31, 2018, filed on May 4, 2018) (File No. 1-13397). 10.28* Letter of Agreement,, dated as of January 23, 2018 between the Company and Larry Fernandes (incorporated by reference to Exhibit 10.33 to the Companys Quarterly Report on Form 10-Q, for the quarter ended March 31, 2018, filed on May 4, 2018) (File No. 1-13397). 10.29* Letter of Agreement,, dated as of November 28, 2015 between the Company and Ernesto Pousada (incorporated by reference to Exhibit 10.34 to the Companys Quarterly Report on Form 10-Q, for the quarter ended March 31, 2018, filed on May 4, 2018) (File No. 1-13397). 10.30* Employment Agreement,, dated as of February 1, 2016 between Ingredion Brasil Ingredientes Industrias Ltda. and Ernesto Pousada (incorporated by reference to Exhibit 10.35 to the Companys Quarterly Report on Form 10-Q, for the quarter ended March 31, 2018, filed on May 4, 2018) (File No. 1-13397). 10.31* Executive Severance and Non-Competition Agreement,, dated as of February 1, 2016 between Ingredion Brasil Ingredientes Industrias Ltda. and Ernesto Pousada (incorporated by reference to Exhibit 10.36 to the Companys Quarterly Report on Form 10-Q, for the quarter ended March 31, 2018, filed on May 4, 2018) (File No. 1-13397). 10.32* Letter of Agreement,, dated as of December 23, 2015 between the Company and Pierre Perez y Landazuri (incorporated by reference to Exhibit 10.37 to the Companys Quarterly Report on Form 10-Q, for the quarter ended March 31, 2018, filed on May 4, 2018) (File No. 1-13397). 10.33* Managing Director Service Agreement,, dated as of April 15, 2016 between Ingredion Germany GmbH and Pierre Perez y Landazuri (incorporated by reference to Exhibit 10.38 to the Companys Quarterly Report on Form 10-Q, for the quarter ended March 31, 2018, filed on May 4, 2018) (File No. 1-13397). 10.34* Confidential Separation Agreement and General Release, dated as of December 14, 2018 between the Company and Christine M. Castellano (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K, dated December 14, 2018, filed on December 17, 2018) (File No. 1-13397). 21.1 Subsidiaries of the Registrant 23.1 Consent of Independent Registered Public Accounting Firm 24.1 Power of Attorney 31.1 CEO Section302 Certification Pursuant to the Sarbanes-Oxley Act of 2002 31.2 CFO Section302 Certification Pursuant to the Sarbanes-Oxley Act of 2002 32.1 CEO Certification Pursuant to Section1350 of Chapter 63 of Title 18 of the United States Code as created by the Sarbanes-Oxley Act of 2002 32.2 CFO Certification Pursuant to Section1350 of Chapter 63 of Title 18 of the United States Code as created by the Sarbanes-Oxley Act of 2002