INGR 10-K Annual Report Dec. 31, 2021 | Alphaminr

INGR 10-K Fiscal year ended Dec. 31, 2021

INGREDION INC
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TABLE OF CONTENTS
Part IItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 5. MarketItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7. Management SItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 7A. QuantitativeItem 8. Financial Statements and Supplementary DataNote 1 Description Of The Business and Summary Of Significant Accounting PoliciesNote 2 AcquisitionsNote 3 Intangible AssetsNote 4 InvestmentsNote 5 Restructuring and Impairment ChargesNote 6 Derivative Instruments and Hedging ActivitiesNote 7 Fair Value MeasurementsNote 8 Financing ArrangementsNote 9 LeasesNote 10 Income TaxesNote 11 Pension and Other Postretirement BenefitsNote 12 EquityNote 13 Segment InformationNote 14 Commitments and ContingenciesNote 15 Supplementary InformationItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9. ChangesItem 9A. Controls and ProceduresItem 9A. ControlsItem 9B. Other InformationItem 9B. OtherItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIPart IIItem 10. Directors, Executive Officers and Corporate GovernanceItem 10. DirectorItem 11. Executive CompensationItem 11. ExecutiveItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 12. SecurityItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 13. CertainItem 14. Principal Accountant Fees and ServicesItem 14. PrincipalPart IVItem 15. Exhibits and Financial Statement SchedulesItem 15(a)(1) Consolidated Financial StatementsItem 15(a)(2) Financial Statement SchedulesItem 15(a)(3) ExhibitsItem 16. Form 10-k SummaryItem 16. Form 10-k

Exhibits

3.1 Amended and Restated Certificate of Incorporation of Ingredion Incorporated, as amended (incorporated by reference to Exhibit 3.1 to Ingredions Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 19, 2020) (File No. 1-13397). 3.2 Amended By-Laws of Ingredion (incorporated by reference to Exhibit 3.1 to Ingredions Current Report on Form 8-K dated December 9, 2016, filed on December 14, 2016) (File No. 1-13397). 4.1 Description of Ingredions Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to Ingredion's Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 19, 2020) (File No. 1-13397). 4.2 Indenture dated as of August 18, 1999, between Ingredion and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 to Ingredions Registration Statement on Form S-3, filed on September 19, 2019) (File No. 333-233854). 4.3 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 (incorporated by reference to Exhibit 4.4 to Ingredions Current Report on Form 8 K dated April 10, 2007, filed on April 10, 2007) (File No. 1-13397). 4.4 Seventh Supplemental Indenture, dated as of 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 (incorporated by reference to Exhibit 4.3 to Ingredions Current Report on Form 8-K dated September 14, 2010, filed on September 20, 2010) (File No. 1-13397). 4.5 Ninth Supplemental Indenture, dated as of September 22, 2016, between Ingredion 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 Ingredions Current Report on Form 8-K dated September 22, 2016, filed on September 22, 2016) (File No. 1-13397). 4.6 Tenth Supplemental Indenture, dated as of May 13, 2020, between Ingredion 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 Ingredions Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed on August 5, 2020) (File No. 1-13397). 4.7 Eleventh Supplemental Indenture, dated as of May 13, 2020, between Ingredion 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 4.2 to Ingredions Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed on August 5, 2020) (File No. 1-13397). 10.1* Stock Incentive Plan as amended and restated as of May 19, 2021 (the "Stock Incentive Plan") (incorporated by reference to Exhibit 10.1 to Ingredions Current Report on Form 8-K dated May 20, 2021, filed on May 20, 2021) (File No. 1-13397). 10.3* Supplemental Executive Retirement Plan as effective July 18, 2012 (incorporated by reference to Exhibit 10.7 toIngredions Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed on November 2, 2012) (File No. 1-13397). 10.4* Annual Incentive Plan as effective July 18, 2012 (incorporated by reference to Exhibit 10.10 to Ingredions Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed on November 2, 2012) (File No. 1-13397). 10.5* Form of Performance Share Award Agreement for use in connection with awards under the Stock Incentive Plan 10.6* Form of Performance Share Award Agreement for use in connections with awards under the Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Ingredions Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed on May 7, 2021) (File No. 1-13397). 10.7* Form of Stock Option Award Agreement for use in connection with awards under the Stock Incentive Plan. 10.8* Form of Restricted Stock Units Award Agreement for use in connection with awards under the Stock Incentive Plan. 10.9* Form of Restricted Stock Units Award Agreement for use in connection with awards under the Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to Ingredions Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed May 7, 2021) (File No. 1-13397). 10.10* Form of Executive Severance Agreement entered into by certain executive officers ofIngredion(incorporated by reference to Exhibit 10.17 toIngredions Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed on August 3, 2018) (File No. 1-13397). 10.11* Form of Executive Severance Agreement entered into by certain executive officers ofIngredion(incorporated by reference to Exhibit 10.18 toIngredions Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed on August 3, 2018) (File No. 1-13397). 10.12* Letter of Agreement, dated as of November 10, 2016, betweenIngredionand Jorgen Kokke (incorporated by reference to Exhibit 10.28 toIngredions Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 22, 2017) (File No. 1-13397). 10.13* Letter of Agreement, dated as of December 1, 2017, betweenIngredionand Jorgen Kokke (incorporated by reference to Exhibit 10.23 toIngredions Annual Report on Form 10-K for the year ended December 31, 2017, filed on February 21, 2018) (File No, 1-13397). 10.14* Letter of Agreement, dated as of June 30, 2020, betweenIngredionand Jorgen Kokke (incorporated by reference to Exhibit 10.1 toIngredions Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed on November 6, 2020) (File No, 1-13397). 10.15 Revolving Credit Agreement, dated as of June 30, 2021, by and among Ingredion Incorporated, as Borrower, the Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit10.1 to the Companys Current Report on Form 8-K dated July 1, 2021, filed on July 1, 2021) (File No. 1-13397). 10.16* Summary of Non-Employee Director Compensation. 10.17* Separation Agreements and General Release, dated June 25, 2021, by and between Janet M. Bawcom and Ingredion Incorporated (incorporated by reference to Exhibit 10.1 to the Companys Current Report on for 8-K dated July 1, 2021, filed on July 1 2021) (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 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.