XML 39 R21.htm IDEA: XBRL DOCUMENT
v3.20.4

Equity | 12 Months Ended
--- | ---
Dec. 31, 2020
Equity |
Equity | NOTE 11 – 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, 2020 and 2019. ​ Treasury stock: On October 22, 2018, the Board of Directors authorized a stock repurchase program permitting the Company to purchase up to 8 million of its outstanding shares of common stock from November 5, 2018 through December 31, 2023. 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. ​ On November 5, 2018, the Company entered into a Variable Timing Accelerated Share Repurchase (“ASR”) program with JPMorgan (“JPM”). Under the ASR program, the Company paid $455 million on November 5, 2018 and acquired 4 million shares of its common stock having an approximate value of $423 million on that date. On February 5, 2019, the Company and JPM settled the difference between the initial price and average daily volume-weighted average price (“VWAP”) less the agreed upon discount during the term of the agreement. The final VWAP was $98.04 per share, which was less than originally paid. The Company settled the difference in cash, resulting in JPM returning $63 million of the upfront payment to the Company on February 6, 2019, and lowering the total cost of repurchasing the 4 million shares of common stock to $392 million. The Company adjusted Additional paid-in capital and Treasury stock by $32 million and $31 million, respectively, during the first quarter of 2019 for this inflow of cash. ​ The Company did not repurchase shares of common stock in the year ended December 31, 2020 ​ Set forth below is a reconciliation of common stock share activity for the years ended December 31, 2020, 2019 and 2018: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
(Shares of common stock, in thousands) | ​ | Issued | ​ | Held in Treasury | ​ | Outstanding |
Balance at December 31, 2017 | ​ | 77,811 | ​ | 5,815 | ​ | 71,996 | ​
Issuance of restricted stock units as compensation | ​ | — | ​ | (100) | ​ | 100 | ​
Performance shares and other share-based awards | ​ | — | ​ | (68) | ​ | 68 | ​
Stock options exercised | ​ | — | ​ | (209) | ​ | 209 | ​
Purchase/acquisition of treasury stock | ​ | — | ​ | 5,847 | ​ | (5,847) | ​
Balance at December 31, 2018 | ​ | 77,811 | ​ | 11,285 | ​ | 66,526 | ​
Issuance of restricted stock units as compensation | ​ | — | ​ | (105) | ​ | 105 | ​
Performance shares and other share-based awards | ​ | — | ​ | (5) | ​ | 5 | ​
Stock options exercised | ​ | — | ​ | (182) | ​ | 182 | ​
Purchase/acquisition of treasury stock | ​ | — | ​ | — | ​ | — | ​
Balance at December 31, 2019 | ​ | 77,811 | ​ | 10,993 | ​ | 66,818 | ​
Issuance of restricted stock units as compensation | ​ | — | ​ | (69) | ​ | 69 | ​
Performance shares and other share-based awards | ​ | — | ​ | (5) | ​ | 5 | ​
Stock options exercised | ​ | — | ​ | (124) | ​ | 124 | ​
Purchase/acquisition of treasury stock | ​ | — | ​ | — | ​ | — | ​
Balance at December 31, 2020 | ​ | 77,811 | ​ | 10,795 | ​ | 67,016 | ​
​ Share-based payments: The following table summarizes the components of the Company’s share-based compensation expense for the years ended December 31, 2020, 2019 and 2018: ​ ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
(in millions) |  | 2020 |  | 2019 |  | 2018 |
Stock options: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pre-tax compensation expense | ​ | $ | 4 |  | $ | 3 |  | $ | 5 | ​
Income tax benefit | ​ |  | — | ​ |  | — | ​ |  | (1) | ​
Stock option expense, net of income taxes | ​ |  | 4 | ​ |  | 3 | ​ |  | 4 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Restricted stock units ("RSUs"): | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pre-tax compensation expense | ​ |  | 12 | ​ |  | 10 | ​ |  | 12 | ​
Income tax benefit | ​ |  | (1) | ​ |  | (2) | ​ |  | (2) | ​
RSUs, net of income taxes | ​ |  | 11 | ​ |  | 8 | ​ |  | 10 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Performance shares and other share-based awards: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pre-tax compensation expense | ​ |  | 7 | ​ |  | 5 | ​ |  | 4 | ​
Income tax benefit | ​ |  | (1) | ​ |  | — | ​ |  | — | ​
Performance shares and other share-based compensation expense, net of income taxes | ​ |  | 6 | ​ |  | 5 | ​ |  | 4 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total share-based compensation: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pre-tax compensation expense | ​ |  | 23 | ​ |  | 18 | ​ |  | 21 | ​
Income tax benefit | ​ |  | (2) | ​ |  | (2) | ​ |  | (3) | ​
Total share-based compensation expense, net of income taxes | ​ | $ | 21 |  | $ | 16 |  | $ | 18 | ​
​ The Company has a stock incentive plan (“SIP”) administered by the People, Culture and Compensation Committee (“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, 2020, 2.1 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. ​ Stock Options: Under the Company’s SIP, stock options are granted at exercise prices that equal the market value of the underlying common stock on the date of grant. The options have a 10-year term and are exercisable upon vesting, which occurs over a three-year period at the anniversary dates of the date of grant. Compensation 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. The Company estimates a forfeiture rate at the time of grant and updates the estimate throughout the vesting of the stock options within the amount of compensation costs recognized in each period. ​ The Company granted non-qualified options to purchase 336, 247, and 215 thousand shares for the years ended December 31, 2020, 2019, and 2018, respectively. The fair value of each option grant was estimated using the Black-Scholes option-pricing model with the following assumptions: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | For the Year Ended December 31,
​ | ​ | 2020 | ​ | 2019 | ​ | 2018
Expected life (in years) | ​ | 5.5 | ​ | ​ | 5.5 | ​ | ​ | 5.5 | ​
Risk-free interest rate | ​ | 1.4 | % | ​ | 2.5 | % | ​ | 2.5 | %
Expected volatility | ​ | 19.8 | % | ​ | 19.7 | % | ​ | 19.8 | %
Expected dividend yield | ​ | 2.9 | % | ​ | 2.7 | % | ​ | 1.8 | %
​ 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 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 the Company’s common stock. Dividend yields are based on current dividend payments. ​ A summary of stock option transactions for the year ended December 31, 2020 is 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, 2019 |  | 2,055 |  | $ | 84.36 | ​ | 5.30 | ​ | $ | 34 | ​
Granted |  | 336 | ​ | ​ | 88.35 | ​ | ​ | ​ | ​ | ​ | ​
Exercised |  | (124) | ​ | ​ | 47.12 | ​ | ​ | ​ | ​ | ​ | ​
Cancelled |  | (29) | ​ | ​ | 103.57 | ​ | ​ | ​ | ​ | ​ | ​
Outstanding as of December 31, 2020 |  | 2,238 | ​ | $ | 86.55 |  | 5.15 |  | $ | 14 | ​
Exercisable as of December 31, 2020 |  | 1,709 | ​ | $ | 84.38 |  | 4.11 |  | $ | 14 | ​
​ For the years ended December 31, 2020, 2019 and 2018, cash received from the exercise of stock options was $6 million, $6 million, and $10 million, respectively. As of December 31, 2020, the unrecognized compensation cost related to non-vested stock options totaled $2 million, which is expected to be amortized over the weighted-average period of approximately 1.6 years. ​ Additional information pertaining to stock option activity is as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Year Ended December 31,
(dollars in millions, except per share) |  | 2020 |  | 2019 | ​ | 2018
Weighted average grant date fair value of stock options granted (per share) | ​ | $ | 11.48 | ​ | $ | 14.02 | ​ | $ | 24.01
Total intrinsic value of stock options exercised | ​ | ​ | 5 | ​ | ​ | 10 | ​ | ​ | 15
​ Restricted Stock Units: The Company has granted restricted stock units (“RSUs”) to certain key employees. The RSUs are subject to cliff vesting, generally after three years provided the employee remains in the service of the Company. Compensation 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. The Company estimates a forfeiture rate at the time of grant and updates the estimate throughout the vesting of the RSUs within the amount of compensation costs recognized in each period. The fair value of the RSUs 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 following table summarizes RSU activity for the year: ​
​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Weighted
​ | ​ | Number of | ​ | Average
​ | ​ | Restricted | ​ | Fair Value
(shares in thousands) | ​ | Shares | ​ | per Share
Non-vested at December 31, 2019 | ​ | 339 | ​ | $ | 108.02
Granted | ​ | 196 | ​ | ​ | 87.01
Vested | ​ | (94) | ​ | ​ | 117.33
Cancelled | ​ | (23) | ​ | ​ | 101.72
Non-vested at December 31, 2020 | ​ | 418 | ​ | $ | 96.45
​ The total fair value of RSUs that vested in the years ended December 31, 2020, 2019 and 2018 was $17 million, $16 million, and $15 million, respectively. ​ At December 31, 2020, the total remaining unrecognized compensation cost related to RSUs was $23 million which will be amortized on a weighted-average basis over approximately 1.8 years. Recognized compensation cost related to unvested RSUs is included in Share-based payments subject to redemption in the Consolidated Balance Sheets and totaled $23 million and $23 million at December 31, 2020 and 2019, respectively. ​ Performance Shares: The Company has a long-term incentive plan for senior management in the form of performance shares. Historically these performance shares vested based solely on the Company’s total shareholder return as compared to the total shareholder return of its peer group over the three-year vesting period. Beginning with the performance share grants in the year ended December 31, 2019, the vesting of the performance shares will be based on two performance metrics. Fifty percent of the performance shares awarded will vest based on the Company’s total shareholder return as compared to the total shareholder return of its peer group, and the remaining fifty percent will vest based on the calculation of the Company’s three-year average Adjusted Return on Invested Capital (“ROIC”) against an established ROIC target. ​ For the performance shares awarded in the first quarter of the year ended December 31, 2020, based on the Company’s total shareholder return, the number of shares that ultimately vest can range from zero to 200 percent of the awarded grant depending on the Company’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 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 performance shares awarded in the first quarter of the year ended December 31, 2020, based on ROIC, the number of shares that ultimately vest can range from zero to 200 percent of the awarded grant depending on the Company’s 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 Compensation Committee. Compensation expense is based on the market price of the Company’s common stock on the date of the grant and the final number of shares that ultimately vest. The Company will estimate the potential share vesting at least annually to adjust the compensation expense for these awards over the vesting period to reflect the Company’s estimated ROIC performance versus the target. The total compensation expense for these awards is amortized over a three-year graded vesting schedule. ​ The Company awarded 81 thousand, 70 thousand, and 27 thousand performance shares in the years ended December 31, 2020, 2019 and 2018, respectively. The weighted average fair value of the shares granted during the years ended December 31, 2020, 2019 and 2018 was $94.48, $92.57, and $141.91, respectively. ​ The performance share awards granted in the year ended December 31, 2017 vested in the first quarter of 2020, achieving a zero percent payout of the granted performance shares. As of December 31, 2020, the performance awards granted in the year ended December 31, 2018 are estimated to pay out at zero percent. There were seven thousand shares cancelled during the year ended December 31, 2020. ​ As of December 31, 2020, the unrecognized compensation cost relating to these plans was $4 million, which will be amortized over the remaining requisite service periods of 1.8 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 $9 million at December 31, 2020 and 2019, respectively. ​ Other share-based awards under the SIP: Under the compensation agreement with the Board of Directors, $120,000 of a non-employee director’s annual retainer and 50 percent of the additional retainers paid to the Lead Director and the Chairs of committees of the Board of Directors are awarded in shares of common stock or, if a director elects to defer all or a portion of his or her common stock or cash compensation, in shares of restricted stock units. These restricted units may not be transferred until a date not less than six months after the director’s termination of service from the Board of Directors, at which time the restricted units will be settled by delivering shares of common stock with fractional shares to be paid in cash. The compensation expense relating to this plan included in the Consolidated Statements of Income was approximately $2 million for the year ended December 31, 2020 and $1 million for the years ended December 31, 2019 and 2018. At December 31, 2020, there were approximately 232 thousand restricted stock units outstanding under this plan at a carrying value of approximately $15 million. ​ Accumulated Other Comprehensive Loss: A summary of accumulated other comprehensive income (loss) for the years ended December 31, 2018, 2019, and 2020, is presented below: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
(in millions) |  | Cumulative Translation Adjustment |  | Deferred (Loss) Gain on Hedging Activities |  | Pension and Postretirement Adjustment |  | Unrealized (Loss) Gain on Investment |  | Accumulated Other Comprehensive Loss |
Balance, December 31, 2017 | ​ | $ | (951) | ​ | $ | (13) | ​ | $ | (51) | ​ | $ | 2 | ​ | $ | (1,013) | ​
Other comprehensive income (loss) before reclassification adjustments | ​ | ​ | (129) | ​ | ​ | 8 | ​ | ​ | (20) | ​ | ​ | — | ​ | ​ | (141) | ​
Amount reclassified from accumulated OCI | ​ | ​ | — | ​ | ​ | 6 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 6 | ​
Tax benefit (provision) | ​ | ​ | — | ​ | ​ | (4) | ​ | ​ | 5 | ​ | ​ | — | ​ | ​ | 1 | ​
Net other comprehensive income (loss) | ​ | ​ | (129) | ​ | ​ | 10 | ​ | ​ | (15) | ​ | ​ | — | ​ | ​ | (134) | ​
Adoption of ASU 2016-01 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (2) | ​ | ​ | (2) | ​
Adoption of ASU 2018-02 | ​ | ​ | — | ​ | ​ | (2) | ​ | ​ | (3) | ​ | ​ | — | ​ | ​ | (5) | ​
Other | ​ | ​ | — | ​ | ​ | (2) | ​ | ​ | (3) | ​ | ​ | (2) | ​ | ​ | (7) | ​
Balance, December 31, 2018 | ​ | ​ | (1,080) | ​ | ​ | (5) | ​ | ​ | (69) | ​ | ​ | — | ​ | ​ | (1,154) | ​
Other comprehensive (loss) income before reclassification adjustments | ​ | ​ | (9) | ​ | ​ | (19) | ​ | ​ | 11 | ​ | ​ | — | ​ | ​ | (17) | ​
Amount reclassified from accumulated OCI | ​ | ​ | — | ​ | ​ | 14 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 14 | ​
Tax benefit (provision) | ​ | ​ | — | ​ | ​ | 1 | ​ | ​ | (2) | ​ | ​ | — | ​ | ​ | (1) | ​
Net other comprehensive (loss) income | ​ | ​ | (9) | ​ | ​ | (4) | ​ | ​ | 9 | ​ | ​ | — | ​ | ​ | (4) | ​
Balance, December 31, 2019 | ​ | $ | (1,089) | ​ | $ | (9) | ​ | $ | (60) | ​ | $ | — | ​ | $ | (1,158) | ​
Other comprehensive loss before reclassification adjustments | ​ | ​ | (25) | ​ | ​ | 5 | ​ | ​ | (2) | ​ | ​ | — | ​ | ​ | (22) | ​
Amount reclassified from accumulated OCI | ​ | ​ | — | ​ | ​ | 65 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 65 | ​
Tax benefit (provision) | ​ | ​ | — | ​ | ​ | (19) | ​ | ​ | 1 | ​ | ​ | — | ​ | ​ | (18) | ​
Net other comprehensive loss | ​ | ​ | (25) | ​ | ​ | 51 | ​ | ​ | (1) | ​ | ​ | — | ​ | ​ | 25 | ​
Balance, December 31, 2020 | ​ | $ | (1,114) | ​ | $ | 42 | ​ | $ | (61) | ​ | $ | — | ​ | $ | (1,133) | ​
​ Supplemental Information: The following table provides the computation of basic and diluted earnings per common share (“EPS”) for the periods presented. ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | 2020 | ​ | ​ | 2019 | ​ | ​ | 2018 | ​
​ | ​ | ​ | Net Income | ​ | ​ | Weighted | ​ | ​ | Per | ​ | ​ | Net Income | ​ | ​ | Weighted | ​ | ​ | Per | ​ | ​ | Net Income | ​ | ​ | Weighted | ​ | ​ | Per | ​
​ | ​ | ​ | Available | ​ | ​ | Average | ​ | ​ | Share | ​ | ​ | Available | ​ | ​ | Average | ​ | ​ | Share | ​ | ​ | Available | ​ | ​ | Average | ​ | ​ | Share | ​
(in millions, except per share amounts) |  | ​ | to Ingredion | ​ |  | Shares |  | ​ | Amount | ​ |  | to Ingredion | ​ |  | Shares |  | ​ | Amount |  | ​ | to Ingredion | ​ |  | Shares | ​ |  | Amount | ​
Basic EPS | ​ | $ | 348 | ​ |  | 67.2 | ​ | $ | 5.18 | ​ | $ | 413 | ​ |  | 66.9 | ​ | $ | 6.17 | ​ | $ | 443 | ​ |  | 70.9 | ​ | $ | 6.25 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Effect of Dilutive Securities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Incremental shares from assumed exercise of dilutive stock options and vesting of dilutive RSUs and other awards | ​ | ​ | ​ | ​ |  | 0.4 | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | 0.5 | ​ | ​ | ​ | ​ | ​ | ​ | ​ |  | 0.9 | ​ | ​ | ​ | ​
Diluted EPS | ​ | $ | 348 | ​ |  | 67.6 | ​ | $ | 5.15 | ​ | $ | 413 | ​ |  | 67.4 | ​ | $ | 6.13 | ​ | $ | 443 | ​ |  | 71.8 | ​ | $ | 6.17 | ​
​ Approximately 1.7 million, 1.1 million, and 0.5 million share-based awards of common stock were excluded in the years ended December 31, 2020, 2019, and 2018, respectively, from the calculation of the weighted average number of shares outstanding for diluted EPS because their effects were anti-dilutive.

X
- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
Name: | us-gaap_ShareholdersEquityAndShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_StockholdersEquityNoteAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration