Treasury Stock: On September 26, 2022, the Board of Directors approved a stock repurchase program authorizing us to purchase up to 6.0 million shares of our outstanding common stock until December 31, 2025. We may repurchase shares from time to time in the open market, in privately negotiated transactions, or otherwise, at prices we deem appropriate. We are not obligated to repurchase any shares under the authorization, and the repurchase program may be suspended, discontinued, or modified at any time, for any reason and without notice. The parameters of our stock repurchase program are not established solely with reference to the dilutive impact of shares issued under our stock incentive plan. However, we expect that, over time, share repurchases will offset the dilutive impact of shares issued under the stock incentive plan.

During the second quarter and year-to-date 2024, we repurchased 572 thousand and 577 thousand outstanding shares of common stock in open market transactions at a net cost of $65 million and $66 million. During the second quarter and year-to-date 2023, we did not repurchase any shares of common stock.


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Stock options:
Pre-tax compensation expense	$	1	$	1	$	3	$	2
Income tax benefit	—		—		—		—
Stock option expense, net of income taxes	1		1		3		2

Restricted stock units (“RSUs”):
Pre-tax compensation expense	4		3		11		7
Income tax benefit	—		—		(1)		(1)
RSUs, net of income taxes	4		3		10		6

Performance shares and other share-based awards:
Pre-tax compensation expense	4		1		8		5
Income tax benefit	—		—		—		—
Performance shares and other share-based compensation expense, net of income taxes	4		1		8		5

Total share-based compensation:
Pre-tax compensation expense	9		5		22		14
Income tax benefit	—		—		(1)		(1)
Total share-based compensation expense, net of income taxes	$	9	$	5	$	21	$	13

Stock Options: Under our stock incentive plan, 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 ten-year term and are exercisable upon vesting, which occurs over a three-year period at the anniversary dates of the date of grant. We generally recognize compensation expense on a straight-line basis for all awards over the employee’s vesting period. We estimate a forfeiture rate at the time of grant and update the estimate throughout the vesting period of the stock options within the amount of compensation costs recognized in each period.

We granted non-qualified options to purchase 178 thousand shares and 197 thousand shares for year-to-date 2024 and 2023. We estimated the fair value of each option grant by using the Black-Scholes option-pricing model with the following assumptions:


	Six Months Ended June 30,
	2024	2023
Expected life (in years)	5.5	5.5
Risk-free interest rate	4.2%	4.0%
Expected volatility	28.1%	28.3%
Expected dividend yield	2.9%	2.9%

The expected life of options represents the weighted average period that we expect options granted to be outstanding giving consideration to vesting schedules and our 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 our common stock, and dividend yields are based on our dividend yield at the date of issuance.


	Number of Options (in thousands)	Weighted Average Exercise Price per Share		Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding as of December 31, 2023	1,953	$	96.61	5.0	$	29
Granted	178	108.38
Exercised	(297)	82.24
Cancelled	(44)	101.82
Outstanding as of June 30, 2024	1,790	$	100.03	5.4	$	30
Exercisable as of June 30, 2024	1,441	$	99.75	4.5	$	25

For year-to-date 2024, cash received from the exercise of stock options was approximately $24 million. As of June 30, 2024, the unrecognized compensation cost related to non-vested stock options totaled $3 million, which we expect to amortize over the weighted-average period of approximately 1.5 years.


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Weighted average grant date fair value of stock options granted (per share)	$	—	$	—	$	26.33	$	23.80
Total intrinsic value of stock options exercised	4		4		9		10

Restricted Stock Units: We have granted restricted stock units (“RSUs”) to certain key employees. The RSUs are primarily subject to cliff vesting, generally after three years, provided the employee remains in our service. The fair value of the RSUs is determined based upon the number of shares granted and the quoted market price of our common stock at the grant date.


	Number of Restricted Shares (in thousands)	Weighted Average Fair Value per Share
Non-vested as of December 31, 2023	552	$	92.05
Granted	205	107.63
Vested	(167)	87.33
Cancelled	(45)	95.97
Non-vested as of June 30, 2024	545	$	99.24

As of June 30, 2024, the total remaining unrecognized compensation cost related to RSUs was $26 million, which will be amortized on a weighted-average basis over approximately 1.9 years.

Performance Shares: We have a long-term incentive plan for senior management in the form of performance shares. The vesting of the performance shares is generally based on two performance metrics. Fifty percent of the performance shares awarded vest based on our total shareholder return as compared to the total shareholder return of our peer group, and the remaining fifty percent vest based on the calculation of our three-year average Adjusted Return on Invested Capital (“Adjusted ROIC”) against an established ROIC target.

For the 2024 performance shares awarded based on our total shareholder return, the number of shares that ultimately vest can range from zero to 200 percent of the grant depending on our total shareholder return as compared to the total shareholder return of our 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 (“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. We amortize the total compensation expense for these awards over a three-year graded vesting schedule.

For the 2024 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 our 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 Compensation Committee. We base compensation expense on the market price of our common stock on the grant date and the final number of shares that ultimately vest. We estimate the potential share vesting at least annually to adjust the compensation expense for these awards over the vesting period to reflect our estimated Adjusted ROIC performance against the target. We amortize the total compensation expense for these awards over a three-year graded vesting schedule.

For year-to-date 2024, we awarded 86 thousand performance shares at a weighted average fair value of $127.97 per share. As of June 30, 2024, the unrecognized compensation cost related to these awards was $14 million, which we will amortize over the remaining service period of 2.2 years. The 2021 performance share awards that vested in February 2024 achieved a 200 percent payout of the granted performance shares. As of June 30, 2024, we estimated the 2022 performance share awards will pay out at 200 percent. For year-to-date 2024, 12 thousand shares were cancelled.


	Cumulative Translation Adjustment		Hedging Activities		Pension and Other Post-employment Benefits		AOCL
Balance as of December 31, 2023	$	(961)	$	(48)	$	(47)	$	(1,056)
Other comprehensive (loss) income before reclassification adjustments	(60)		(69)		2		(127)
Loss reclassified from AOCL	—		64		—		64
Tax benefit	—		1		—		1
Net other comprehensive (loss) income	(60)		(4)		2		(62)
Balance as of June 30, 2024	$	(1,021)	$	(52)	$	(45)	$	(1,118)


	Cumulative Translation Adjustment		Hedging Activities		Pension and Other Post-employment Benefits		AOCL
Balance as of December 31, 2022	$	(1,008)	$	6	$	(46)	$	(1,048)
Other comprehensive income (loss) before reclassification adjustments	15		(117)		(2)		(104)
Loss reclassified from AOCL	—		2		—		2
Tax benefit	—		30		1		31
Net other comprehensive income (loss)	15		(85)		(1)		(71)
Balance as of June 30, 2023	$	(993)	$	(79)	$	(47)	$	(1,119)


	Three Months Ended June 30, 2024					Three Months Ended June 30, 2023
	Net Income Available to Ingredion		Weighted Average Shares	Per Share Amount		Net Income Available to Ingredion		Weighted Average Shares	Per Share Amount
Basic EPS	$	148	65.7	$	2.25	$	163	66.3	$	2.46

Effect of Dilutive Securities:
Incremental shares from assumed exercise of dilutive stock options, vesting of dilutive RSUs and other awards			1.1					1.0
Diluted EPS	$	148	66.8	$	2.22	$	163	67.3	$	2.42


	Six Months Ended June 30, 2024					Six Months Ended June 30, 2023
	Net Income Available to Ingredion		Weighted Average Shares	Per Share Amount		Net Income Available to Ingredion		Weighted Average Shares	Per Share Amount
Basic EPS	$	364	65.7	$	5.54	$	354	66.2	$	5.35

Effect of Dilutive Securities:
Incremental shares from assumed exercise of dilutive stock options, vesting of dilutive RSUs and other awards			1.0					1.0
Diluted EPS	$	364	66.7	$	5.46	$	354	67.2	$	5.27

For the second quarter and year-to-date 2024, approximately 0.5 million share-based awards of common stock were excluded from the calculation of the weighted average number of shares outstanding for diluted EPS because their effects were anti-dilutive. For the second quarter and year-to-date 2023, approximately 0.6 million and 0.5 million share-based awards of common stock were excluded from the calculation of the weighted average number of shares outstanding for diluted EPS because their effects were anti-dilutive.