Equity | 13. Equity Treasury stock On September 26, 2022, the Board of Directors contemporaneously approved a new stock repurchase program to authorize Ingredion to purchase up to 6 million shares of its outstanding common stock from September 26, 2022, through December 31, 2025. Ingredion may repurchase shares from time to time in the open market, in privately negotiated transactions, or otherwise, at prices Ingredion deems appropriate. Ingredion is not obligated to repurchase any shares under the authorization, and the new repurchase program may be suspended, discontinued, or modified at any time, for any reason and without notice. The parameters of Ingredion’s stock repurchase programs are not established solely with reference to the dilutive impact of shares issued under Ingredion’s stock incentive plan. However, Ingredion expects that, over time, share repurchases will offset the dilutive impact of shares issued under the stock incentive plan. During the three and nine months ended September 30, 2022, we repurchased 325 thousand and 1,283 thousand outstanding shares of common stock in open market transactions at a net cost of Share-based payments: Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2022 2021 2022 2021 Stock options: Pre-tax compensation expense $ 1 $ 1 $ 3 $ 3 Income tax benefit — — — — Stock option expense, net of income taxes 1 1 3 3 Restricted stock units ("RSUs"): Pre-tax compensation expense 4 2 10 8 Income tax benefit — — (1) (1) RSUs, net of income taxes 4 2 9 7 Performance shares and other share-based awards: Pre-tax compensation expense 2 1 9 4 Income tax benefit — — (1) — Performance shares and other share-based compensation expense, net of income taxes 2 1 8 4 Total share-based compensation: Pre-tax compensation expense 7 4 22 15 Income tax benefit — — (2) (1) Total share-based compensation expense, net of income taxes $ 7 $ 4 $ 20 $ 14 Stock Options: expense is generally recognized on a straight-line basis for all awards over the employee’s vesting period or over a one-year required service period for certain retirement-eligible executive level employees. Ingredion estimates a forfeiture rate at the time of grant and updates the estimate throughout the vesting period of the stock options within the amount of compensation costs recognized in each period. Ingredion granted non-qualified options to purchase 281 thousand shares and 358 thousand shares for the first nine months ended September 30, 2022 and 2021, respectively. The fair value of each option grant for the periods presented was estimated using the Black-Scholes option-pricing model with the following assumptions: Nine Months Ended September 30, 2022 2021 Expected life (in years) 5.5 5.5 Risk-free interest rate 2.0 % 0.6 % Expected volatility 23.8 % 23.2 % Expected dividend yield 2.9 % 2.9 % 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 Ingredion’s historical exercise patterns. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the grant date for the period corresponding to the expected life of the options. Expected volatility is based on historical volatilities of Ingredion’s common stock. Dividend yields are based on Ingredion’s dividend yield at the date of issuance. Stock option activity for the nine months ended September 30, 2022 was as follows: Number of Options (in thousands) Weighted Average Exercise Price per Share Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in millions) Outstanding as of December 31, 2021 2,154 $ 90.39 5.26 $ 26 Granted 281 88.66 Exercised (70) 61.56 Cancelled (31) 103.55 Outstanding as of September 30, 2022 2,334 $ 90.87 5.22 $ 7 Exercisable as of September 30, 2022 1,763 $ 91.78 4.10 $ 7 For the nine months ended September 30, 2022, cash received from the exercise of stock options was approximately $4 million. As of September 30, 2022, the unrecognized compensation cost related to non-vested stock options totaled $4 million, which is expected to be amortized over the weighted-average period of approximately 1.7 years. Additional information pertaining to stock option activity is as follows for the periods presented: Three Months Ended Nine Months Ended September 30, September 30, (dollars in millions, except per share) 2022 2021 2022 2021 Weighted average grant date fair value of stock options granted (per share) $ — $ — $ 15.04 $ 12.31 Total intrinsic value of stock options exercised $ 1 $ — $ 2 $ 6 Restricted Stock Units: The following table summarizes RSU activity in 2022: (RSUs in thousands) Number of Restricted Shares Weighted Average Fair Value per Share Non-vested as of December 31, 2021 486 $ 88.34 Granted 207 88.82 Vested (128) 91.20 Cancelled (45) 87.04 Non-vested as of September 30, 2022 520 $ 87.95 As of September 30, 2022, the total remaining unrecognized compensation cost related to RSUs was $21 million, which will be amortized on a weighted-average basis over approximately 1.5 years. Performance Shares: For the 2022 performance shares awarded based on Ingredion’s total shareholder return, the number of shares that ultimately vest can range from zero to 200 percent of the grant depending on Ingredion’s total shareholder return as compared to the total shareholder return of its peer group. The share award vesting will be calculated at the end of the three-year period and is subject to approval by management and the People, Culture and Compensation Committee of the Board of Directors. 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 graded vesting schedule. For the 2022 performance shares awarded based on Adjusted ROIC, the number of shares that ultimately vest can range from zero to 200 percent of the grant depending on Ingredion’s Adjusted ROIC performance against the target. The share award vesting will be calculated at the end of the three-year period and is subject to approval by management and the People, Culture and Compensation Committee. Compensation expense is based on the market price of our common stock on the date of the grant and the final number of shares that ultimately vest. Ingredion will estimate the potential share vesting at least annually to adjust the compensation expense for these awards over the vesting period to reflect Ingredion’s estimated Adjusted ROIC performance against the target. The total compensation expense for these awards is amortized over a three-year graded vesting schedule. For the nine months ended September 30, 2022, Ingredion awarded 86 thousand performance shares at a weighted average fair value of $138.85 per share. As of September 30, 2022, the unrecognized compensation cost related to these awards was $11 million, which will be amortized over the remaining requisite service period of 1.9 years. The 2019 performance share awards, whose three-year performance period has ended, achieved a zero percent payout of granted performance shares. There were approximately two thousand performance shares cancelled during 2022. Accumulated Other Comprehensive Loss: The following is a summary of Accumulated other comprehensive loss for the nine months ended September 30, 2022 and 2021: (in millions) Cumulative Translation Adjustment Hedging Activities Pension and Postretirement Adjustment AOCL Balance, December 31, 2021 $ (903) $ 48 $ (42) $ (897) Other comprehensive (loss) gain before reclassification adjustments (195) 254 — 59 (Gain) reclassified from accumulated OCL — (201) 1 (200) Tax (provision) — (14) — (14) Net other comprehensive (loss) income (195) 39 1 (155) Balance, September 30, 2022 $ (1,098) $ 87 $ (41) $ (1,052) (in millions) Cumulative Translation Adjustment Hedging Activities Pension and Postretirement Adjustment AOCL Balance, December 31, 2020 $ (1,114) $ 42 $ (61) $ (1,133) Other comprehensive (loss) gain before reclassification adjustments (85) 211 — 126 (Gain) reclassified from accumulated OCL 311 (170) — 141 Tax (provision) — (11) — (11) Net other comprehensive (loss) income 226 30 — 256 Balance, September 30, 2021 $ (888) $ 72 $ (61) $ (877) Supplemental Information : The following Condensed Consolidated Statements of Equity and Redeemable Equity present the dividends per share for common stock for the periods indicated: Total Equity Non- Accumulated Redeemable Share-based Redeemable Additional Other Non- Payments Non- Preferred Common Paid-In Treasury Comprehensive Retained Controlling Subject to Controlling (in millions) Stock Stock Capital Stock Loss Earnings Interests Redemption Interests Balance, December 31, 2021 $ — $ 1 $ 1,158 $ (1,061) $ (897) $ 3,899 $ 18 $ 36 $ 71 Net income attributable to Ingredion 130 Net income attributable to non-controlling interests 3 Dividends declared, common stock ($0.65/share) (43) Repurchases of common stock (39) Share-based compensation, net of issuance 2 9 (5) Other comprehensive income (loss) 134 (2) Balance, March 31, 2022 $ — $ 1 $ 1,160 $ (1,091) $ (763) $ 3,986 $ 19 $ 31 $ 71 Net income attributable to Ingredion 142 Net income attributable to non-controlling interests 2 1 Dividends declared, common stock ($0.65/share) (43) Dividends declared, non-controlling interests (4) Repurchases of common stock (44) Share-based compensation, net of issuance 2 2 6 Fair market value adjustment to non-controlling interests (29) 29 Non-controlling interest purchases (27) Other comprehensive (loss) (177) (2) (4) Balance, June 30, 2022 $ — $ 1 $ 1,133 $ (1,133) $ (940) $ 4,085 $ 15 $ 37 $ 70 Net income attributable to Ingredion 106 Net income attributable to non-controlling interests 2 1 Dividends declared, common stock ($0.71/share) (48) Repurchases of common stock (29) Share-based compensation, net of issuance 3 6 Non-controlling interest purchases (13) Other comprehensive (loss) (112) (3) (2) Balance, September 30, 2022 $ — $ 1 $ 1,133 $ (1,159) $ (1,052) $ 4,143 $ 14 $ 43 $ 56 Total Equity Non- Accumulated Redeemable Share-based Redeemable Additional Other Non- Payments Non- Preferred Common Paid-In Treasury Comprehensive Retained Controlling Subject to Controlling (in millions) Stock Stock Capital Stock Loss Earnings Interests Redemption Interests Balance, December 31, 2020 $ — $ 1 $ 1,150 $ (1,024) $ (1,133) $ 3,957 $ 21 $ 30 $ 70 Net (loss) attributable to Ingredion (246) Net income (loss) attributable to non-controlling interests 4 (1) Dividends declared, common stock ($0.64/share) (44) Repurchases of common stock (14) Share-based compensation, net of issuance 5 16 (9) Other comprehensive (loss) income (31) 1 1 Balance, March 31, 2021 $ — $ 1 $ 1,155 $ (1,022) $ (1,164) $ 3,667 $ 26 $ 21 $ 70 Net income attributable to Ingredion 178 Net income attributable to non-controlling interests 3 Dividends declared, common stock ($0.64/share) (43) Dividends declared, non-controlling interests (7) Repurchases of common stock (10) Share-based compensation, net of issuance (1) 3 7 Other comprehensive income 58 Balance, June 30, 2021 $ — $ 1 $ 1,154 $ (1,029) $ (1,106) $ 3,802 $ 22 $ 28 $ 70 Net income attributable to Ingredion 118 Net income (loss) attributable to non-controlling interests 3 (2) Dividends declared, common stock ($0.65/share) (43) Dividends declared, non-controlling interests (3) Repurchases of common stock (44) Share-based compensation, net of issuance 1 1 4 Other comprehensive income (loss) 229 (3) Balance, September 30, 2021 $ — $ 1 $ 1,155 $ (1,072) $ (877) $ 3,877 $ 19 $ 32 $ 68 Supplemental Information: Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 (in millions, except per share amounts) Net Income Available to Ingredion Weighted Average Shares Per Share Amount Net Income Available to Ingredion Weighted Average Shares Per Share Amount Basic EPS $ 106 65.8 $ 1.61 $ 118 67.0 $ 1.76 Effect of Dilutive Securities: Incremental shares from assumed exercise of dilutive stock options and vesting of dilutive RSUs and other awards 0.8 0.6 Diluted EPS $ 106 66.6 $ 1.59 $ 118 67.6 $ 1.75 Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 (in millions, except per share amounts) Net Income Available to Ingredion Weighted Average Shares Per Share Amount Net Income Available to Ingredion Weighted Average Shares Per Share Amount Basic EPS $ 378 66.4 $ 5.69 $ 50 67.2 $ 0.74 Effect of Dilutive Securities: Incremental shares from assumed exercise of dilutive stock options and vesting of dilutive RSUs and other awards 0.7 0.6 Diluted EPS $ 378 67.1 $ 5.63 $ 50 67.8 $ 0.74 Approximately 1.6 million and 1.4 million share-based awards of common stock were excluded from the calculation of diluted EPS as the impact of their inclusion would have been anti-dilutive for the three and nine months ended September 30, 2022, respectively. For the three and nine months ended September 30, 2021, approximately 1.6 million and 1.5 million share-based awards of common stock, respectively, were excluded from the calculation of diluted EPS as the impact of their inclusion would have been anti-dilutive. |