Ingredion Incorporated
11/06/2026 | Press release | Distributed by Public on 11/06/2026 12:36
Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Unless otherwise indicated or the context otherwise requires, as used in this "Management's Discussion and Analysis of Financial Condition and Results of Operations," the terms the "Company," "Ingredion," "we," "us," and "our" and similar terms refer to Ingredion Incorporated and its consolidated subsidiaries. This discussion should be read in conjunction with the unaudited interim Condensed Consolidated Financial Statements and related notes included elsewhere in this report and with the audited Condensed Consolidated Financial Statements and the related notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. This discussion contains forward-looking statements that are subject to numerous risks and uncertainties. Actual results may differ materially from those contained or implied in any forward-looking statements. See "Forward-Looking Statements" at the end of this discussion.
Overview
We are a leading global ingredients solutions provider that transforms grains, fruits, vegetables and other plant-based materials into value-added ingredient solutions for the food, beverage, animal nutrition, brewing and industrial markets. Our innovative ingredient solutions help customers stay on trend with simple ingredients and other in-demand ingredients. We are organized into three reportable segments that consist of Texture & Healthful Solutions ("T&HS"), Food & Industrial Ingredients ("F&II")-Latin America ("LATAM"), and F&II-U.S./Canada, as well as All Other.
Pending Acquisition of Tate & Lyle
On June 8, 2026, we reached an agreement with the board of directors of Tate & Lyle PLC ("Tate & Lyle"), a company incorporated in England and Wales, on the terms of an all-cash recommended offer for us to acquire all of the issued and to be issued ordinary share capital of Tate & Lyle, whose ordinary shares are admitted to trading on the Main Market of the London Stock Exchange under the symbol TATE.L (the "pending acquisition"). The pending acquisition values the equity of Tate & Lyle at approximately £2.7 billion, or approximately $3.5 billion based on the British pound sterling to U.S. dollar exchange rate on September 30, 2026. Subject to the satisfaction or waiver of the closing conditions, we expect the pending acquisition to be completed in the second half of 2027.
Results of Operations
We have significant operations globally. Fluctuations in foreign currency exchange rates affect the U.S. dollar amounts of our foreign subsidiaries' net sales and expenses. For most of our foreign subsidiaries, the local currency is the functional currency. Accordingly, net sales and expenses denominated in the functional currencies of these subsidiaries are translated into U.S. dollars at the applicable average exchange rates for the period.
Net income attributable to Ingredion for year-to-date 2026 decreased to $398 million from $564 million for year-to-date 2025, primarily driven by impacts associated with a second-quarter thermal event at our Bedford Park, Illinois manufacturing facility (the "Argo facility") and higher manufacturing costs and raw materials inputs. Operating income decreased 26 percent to $592 million for year-to-date 2026 from $796 million for year-to-date 2025, which included restructuring/impairment charges primarily due to the closure of our Cabo, Brazil facility, partially offset by a $26 million gain from the sale of land from a previously closed facility in Australia. Income before taxes reflected a $44 million net gain for the second quarter 2026 sale of our majority ownership of the Pakistan business and $42 million of net hedging losses in year-to-date 2026, recorded in Financing costs for foreign exchange risk mitigation for our pending acquisition of Tate & Lyle. Net sales declined slightly to $5,434 million for year-to-date 2026 from $5,462 million for year-to-date 2025.
Third Quarter of 2026
With Comparatives to Third Quarter of 2025
Net sales. Net sales decreased 1 percent to $1,792 million for the third quarter of 2026 compared to $1,816 million for the third quarter of 2025. Excluding revenues from the Pakistan business in which we sold our majority ownership at the end of the second quarter of 2026, third quarter 2026 revenues increased 2 percent from the third quarter last year, primarily due to favorable foreign exchange impacts and higher volumes in F&II-LATAM and T&HS.
Cost of sales. Cost of sales increased 2 percent to $1,393 million for the third quarter of 2026 compared to $1,361 million for the third quarter of 2025. The increase was due primarily to higher costs for raw material inputs and higher
manufacturing expenses. As a result, the gross profit margin decreased to 22 percent for the third quarter of 2026 from 25 percent for the third quarter of 2025.
Operating expenses. Operating expenses increased 6 percent to $215 million for the third quarter of 2026 compared to $203 million for the third quarter of 2025, primarily due to acquisition costs incurred in connection with our pending acquisition of Tate & Lyle. Operating expenses as a percentage of net sales increased to 12 percent for the third quarter of 2026 from 11 percent for the third quarter of 2025.
Other operating income, net. Other operating income, net was $3 million for the third quarter of 2026 compared to zero for the third quarter of 2025, primarily due to income from equity method investments.
Restructuring and impairment charges, net. Restructuring and impairment charges, net was a $14 million benefit for the third quarter of 2026 compared to $3 million of charges for the third quarter of 2025. In the third quarter of 2026, we recognized a $26 million gain for the sale of property at a previously closed facility in Australia, this was partially offset by charges incurred from other previously announced facility closures.
Financing costs. Financing costs were $5 million for the third quarter of 2026 compared to $7 million from the third quarter of 2025. Excluding $5 million of acquisition-related foreign exchange hedging gains for our pending acquisition of Tate & Lyle, unfavorable impacts from foreign exchange offset lower interest expense on debt.
Other non-operating expense, net. Other non-operating expense, net was $2 million for the third quarter of 2026 compared to $1 million for the third quarter of 2025.
Provision for income taxes. Our effective income tax rate for the third quarter of 2026 was 26.8 percent, compared to 28.6 percent for the third quarter of 2025. The decrease in the effective tax rate was primarily attributable to the change in the permanent reinvestment status of our Pakistan business recorded in the third quarter of 2025 and a favorable ruling in Brazil regarding the taxability of ICMS credits recognized in the third quarter of 2026. These favorable items were partially offset by the change in the value of the Mexican peso relative to the U.S. dollar.
Net income attributable to Ingredion. Net income attributable to Ingredion for the third quarter of 2026 decreased to $142 million from $171 million for the third quarter of 2025. The decrease was primarily due to the decrease in gross profit and to acquisition costs incurred in connection with our pending acquisition of Tate & Lyle, described above, partially offset by the gain from the sale of property at a previously closed facility in Australia.
Segment Results
Texture & Healthful Solutions
Net sales. T&HS net sales increased to $610 million for the third quarter of 2026 from $605 million for the third quarter of 2025. The increase was primarily due to higher volumes, partially offset by lower price mix and unfavorable foreign exchange.
Segment operating income. T&HS operating income decreased 10 percent to $95 million for the third quarter of 2026 compared to $105 million for the third quarter of 2025. The decrease was primarily due to unfavorable tapioca costs and manufacturing expense, as well as unfavorable price mix, partially offset by positive volumes and operating expense.
Food & Industrial Ingredients-LATAM
Net sales. F&II-LATAM net sales increased 7 percent to $624 million for the third quarter of 2026 from $585 million for the third quarter of 2025. The increase was primarily due to favorable foreign exchange impacts and higher volumes, partly offset by unfavorable price mix.
Segment operating income. F&II-LATAM operating income decreased 6 percent to $109 million for the third quarter of 2026 compared to $116 million for the third quarter of 2025. The decrease was driven primarily by Mexico's transactional currency impacts, business disruption resulting from an earthquake in Colombia, partly offset by higher volumes.
Food & Industrial Ingredients-U.S./Canada
Net sales. F&II-U.S./Canada net sales decreased 1 percent to $504 million for the third quarter of 2026 from $507 million for the third quarter of 2025. The decrease was primarily due to lower volumes, partly offset by favorable price mix.
Segment operating income. F&II-U.S./Canada operating income decreased 36 percent to $52 million for the third quarter of 2026 from $81 million for the third quarter of 2025. The decrease resulted primarily from higher manufacturing costs at our Argo facility, as well as volume declines, partially offset by favorable price mix.
All Other
Net sales. All Other net sales decreased 55 percent to $54 million for the third quarter of 2026 from $119 million for the third quarter of 2025. The decrease was primarily due to lost sales from the Pakistan business that we sold in the second quarter of 2026.
Operating loss. All Other operating loss was $11 million for the third quarter of 2026 and $4 million for the third quarter of 2025, reflecting improved performance in our protein fortification business, which partially offset the impact of the sale of the majority stake in our Pakistan business..
Year-to-Date 2026
With Comparatives to Year-to-Date 2025
Net sales. Net sales decreased to $5,434 million for year-to-date 2026 compared to $5,462 million for year-to-date 2025. Excluding revenues from the Pakistan business in which we sold our majority ownership at the end of the second quarter of 2026, third quarter and year-to-date 2026 revenues increased 1 percent, primarily due to favorable foreign exchange impacts and higher volumes, partially offset by unfavorable price mix and volumes.
Cost of sales. Cost of sales increased 4 percent to $4,208 million for year-to-date 2026 compared to $4,064 million for year-to-date 2025. The increase was primarily due to higher manufacturing costs and costs associated with a thermal event at our Argo facility, which contributed to a decrease in gross profit margin to 23 percent for year-to-date 2026 compared to 26 percent for year-to-date 2025.
Operating expenses. Operating expenses increased 3 percent to $622 million for year-to-date 2026 compared to $604 million for year-to-date 2025, primarily due to costs incurred in connection with our pending acquisition of Tate & Lyle. Operating expenses as a percentage of net sales were 11 percent for both year-to-date 2026 and 2025.
Other operating income, net. Other operating income, net was $30 million for year-to-date 2026 compared to $15 million for year-to-date 2025, primarily due to higher income from our equity investments.
Restructuring and impairment charges, net. Restructuring and impairment charges, net of $42 million for year-to-date 2026 primarily related to $48 million of impairment and restructuring costs associated with the closure of the Cabo, Brazil facility and costs for other previously announced facility closures, partially offset by a $26 million gain for the sale of property at a previously closed facility in Australia. Restructuring and impairment charges, net were $13 million for year-to-date 2025 and were primarily attributable to impairment charges for decommissioning costs for previously announced plant closures.
Financing costs. Financing costs increased 146 percent to $69 million for year-to-date 2026 compared to $28 million for year-to-date 2025. The increase was primarily due to acquisition-related foreign exchange hedging losses of $42 million incurred in connection with the pending acquisition of Tate & Lyle.
Net gain on sale of business. Net gain on sale of business was $44 million for the year-to-date 2026 due to the sale of our majority ownership of the Pakistan business. There was no such gain in year-to-date 2025.
Provision for income taxes. Our effective income tax rate for year-to-date 2026 increased to 28.6 percent from 25.8 percent for year-to-date 2025. The increase in the effective tax rate was primarily attributable to the gain on the sale of our majority ownership interest in the Pakistan business and the change in the value of the Mexican peso relative to the U.S. dollar. These impacts were partially offset by a favorable ruling in Brazil regarding the taxability of ICMS credits.
Net income attributable to Ingredion. Net income attributable to Ingredion for year-to-date 2026 decreased to $398 million from $564 million for year-to-date 2025. The decrease was primarily due to the decrease in gross profit, higher restructuring/impairment charges, and the foreign exchange hedging losses, described above, partially offset by the gain from the sale of our majority ownership of the Pakistan business and by the gain from the sale of property at a previously closed facility in Australia.
Segment Results
Texture & Healthful Solutions
Net sales. T&HS net sales increased 3 percent to $1,854 million for year-to-date 2026 from $1,806 million for year-to-date 2025. The increase was primarily due to higher volumes and favorable foreign exchange impacts, partially offset by unfavorable price mix.
Segment operating income. T&HS operating income decreased 1 percent to $312 million for year-to-date 2026 from $315 million for year-to-date 2025. The decrease was primarily due to unfavorable price mix and higher tapioca costs, partly offset by positive volumes and lower operating costs.
Food & Industrial Ingredients-LATAM
Net sales. F&II-LATAM net sales increased 3 percent to $1,814 million for year-to-date 2026 from $1,754 million for year-to-date 2025. The increase was primarily due favorable foreign exchange impacts and volumes, partially offset by lower price mix.
Segment operating income. F&II-LATAM operating income decreased 8 percent to $342 million for year-to-date 2026 from $370 million for year-to-date 2025. The decrease was primarily due to Mexico's transactional currency impacts and the business disruption resulting from the earthquake in Colombia.
Food & Industrial Ingredients-U.S./Canada
Net sales. F&II-U.S./Canada net sales decreased 5 percent to $1,467 million for year-to-date 2026 from $1,550 million for year-to-date 2025. The decrease was primarily due to lower volumes from a thermal event at our Argo facility, and unfavorable price mix.
Segment operating income. F&II-U.S./Canada operating income decreased 44 percent to $144 million for year-to-date 2026 from $259 million for year-to-date 2025. The decrease resulted primarily from higher manufacturing costs from a thermal event at our Argo facility.
All Other
Net sales. All Other net sales decreased 15 percent to $299 million for year-to-date 2026 from $352 million for year-to-date 2025. The decrease was primarily due to lost sales from the sale of our majority ownership in the Pakistan business during the second quarter of 2026.
Operating loss. All Other operating loss increased to $2 million for year-to-date 2026 from $5 million for year-to-date 2025. The increase in losses was primarily due to improved performance in our protein fortification business, partially offset by the loss of income from the Pakistan business in which we sold our majority ownership in the second quarter of 2026.
Liquidity and Cash
As of September 30, 2026, excluding borrowings under two credit facilities described below available solely for the pending acquisition of Tate & Lyle, we had total available liquidity of $3.8 billion. Domestic liquidity of $1.5 billion consisted of $523 million in cash and cash equivalents and $1.0 billion available through our commercial paper program. The commercial paper program is backed by $1.0 billion of borrowing availability under a five-year revolving credit agreement.
As of September 30, 2026, we had international liquidity of $2.3 billion, consisting of $466 million of cash and cash equivalents and $4 million of short-term investments held by our operations outside the U.S., as well as $1.8 billion of unused operating lines of credit in foreign countries where we operate. As the parent company, we guarantee certain obligations of our consolidated subsidiaries, which totaled $29 million as of September 30, 2026. We believe that our consolidated subsidiaries will be able to meet their financial obligations as they become due.
As of September 30, 2026, we had total debt outstanding of $1.8 billion. Our outstanding debt consists primarily of senior notes under which repayment at maturity will occur in various years commencing in 2030 through 2050. We reclassified the senior notes due October 1, 2026 from long-term as of December 31, 2025 to current as of September 30, 2026 since we no longer had the intent to refinance them on a long-term basis and repaid those senior notes in full using cash on hand on October 1, 2026. The weighted average interest rate on our total indebtedness was 4.0 percent for the third quarter of 2026 and 2025.
Liquidity for the Pending Acquisition of Tate & Lyle
We expect to fund the cash consideration for Tate & Lyle of £2.7 billion, or approximately $3.5 billion based on the U.S. dollar exchange rate on September 30, 2026, in addition to the cost of refinancing, repayment and discharge of certain outstanding indebtedness of Tate & Lyle and its subsidiaries, payment of fees and other costs and expenses of the pending acquisition, costs for the credit facilities referred to below, and costs for related transactions, by a combination of our existing cash resources, borrowings under our revolving credit facility and the two new credit facilities described below, and the net cash proceeds of debt securities we intend to sell and issue. There is no financing condition to completion of the pending acquisition.
On June 8, 2026, we entered into a 364-day bridge loan agreement (the "Bridge Loan Agreement"), under which lenders committed to provide us with a 364-day senior unsecured bridge term loan credit facility in the amount of $4,225 million (the "Bridge Facility"), subsequently reduced to $2,750 million by the delayed draw term loan facility we entered into on June 24, 2026, described below, to support financing the pending acquisition of Tate & Lyle. The proceeds of borrowings under the Bridge Facility will be available to fund payment of the cash consideration for the pending acquisition, refinancing, repayment and discharge of certain outstanding indebtedness of Tate & Lyle and its subsidiaries, and payment of fees and other costs and expenses of the pending acquisition. The commitments under the Bridge Loan Agreement will automatically terminate on February 2, 2028, subject to extension in specified circumstances to no later than August 3, 2028. If borrowings are made under the Bridge Facility, loans will mature 364 days after the funding date. Loans under the Bridge Facility will accrue interest at an annual rate equal, at our option, to (i) a specified base rate plus an applicable margin ranging from 0.125 percent to 0.375 percent, (ii) a specified term secured overnight financing rate ("SOFR") plus an applicable margin ranging from 1.125 percent to 1.375 percent, or (iii) a specified daily simple SOFR plus an applicable margin ranging from 1.125 percent to 1.375 percent. For every 90 days that any loan under the Bridge Facility remains outstanding, the applicable interest rate margin will increase by 0.25 percent every year. If any amounts under the Bridge Facility are funded, a funding fee of up to 0.50 percent will be payable on the funded principal amounts. We are subject to compliance, as of the end of each quarter, with a maximum leverage ratio, calculated as the ratio of net borrowed debt to consolidated EBITDA, of 3.5 to 1.0 (subject to an increase to a ratio of 4.0 to 1.0 for four consecutive quarters following a material acquisition), and a minimum interest coverage ratio, calculated as the ratio of consolidated EBITDA to consolidated net interest expense, of 3.5 to 1.0, with each financial covenant calculated for the most recently completed four-quarter period. The Bridge Loan Agreement contains customary representations, covenants and events of default that are substantially similar to those under our revolving credit facility agreement. As of September 30, 2026, no borrowings were outstanding under the Bridge Facility.
On June 24, 2026, we entered into a delayed draw term loan agreement (the "DDTL Agreement"), under which lenders committed to provide us with a senior unsecured delayed draw term loan facility with an initial borrowing availability of $1,475 million (the "DDTL Facility"), which replaced $1,475 million of the Bridge Facility described above. The proceeds of borrowings under the DDTL Facility will be available for application to the same uses related to the pending acquisition as proceeds of borrowings under the Bridge Facility. The commitments under the DDTL Agreement will automatically terminate on February 2, 2028, subject to extension in specified circumstances to no later than August 3, 2028. If borrowings are made under the DDTL Facility, up to $500 million of loans will mature three years following the funding date and up to $975 million of loans will mature five years following the funding date. Loans under the DDTL Facility will be paid in quarterly payments in an annual amount equal to 5.0 percent of the outstanding principal amount. Loans under the DDTL Facility will accrue interest at an annual rate equal, at our option, to (i) a specified base rate plus an applicable margin ranging from 0.0 percent to 0.625 percent, (ii) a specified term SOFR plus an applicable margin ranging from 1.000 percent to 1.625 percent, or (iii) a specified daily simple SOFR plus an applicable margin ranging from 1.000 percent to
1.625 percent. The DDTL Agreement will require compliance with the same financial covenants as the Bridge Loan Agreement, as described above. The DDTL Agreement contains customary representations, covenants and events of default that are substantially similar to those under the Bridge Facility and our revolving credit facility agreement. As of September 30, 2026, no borrowings were outstanding under the DDTL Facility.
To the extent that any borrowings are made under the Bridge Loan Agreement or the DDTL Agreement, such amounts in U.S. dollars or a portion of such amounts will be converted into British pounds sterling, which is the currency in which payment of the cash consideration and certain other obligations noted above is required to be made, pursuant to hedging transactions entered into by us, which we are required to maintain through completion of the pending acquisition. On June 5, 2026, we entered into a foreign exchange arrangement using derivative instruments to hedge our exposure to £2.8 billion British pounds sterling, as described in Part I. Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Cash Requirements
The principal source of our liquidity is our internally generated cash flow, which we supplement as necessary with our ability to borrow under our credit facilities and commercial paper program and to raise funds in the capital markets. We currently expect that our available cash balances, future cash flow from operations, access to debt markets and borrowing capacity under our revolving credit facility (and, for the pending acquisition of Tate & Lyle, our Bridge Facility and DDTL Facility) and commercial paper program will provide us with sufficient liquidity to fund our anticipated capital expenditures, dividends and other operating, investing and financing activities for at least the next twelve months and for the foreseeable future thereafter. Our future cash flow needs will depend on many factors, including our rate of revenue growth, cost of raw materials, changing working capital requirements, the timing and extent of our expansion into new markets, the timing of introductions of new products, potential additional acquisitions of complementary businesses and technologies, continuing market acceptance of our new products and general economic and market conditions. We may need to raise additional capital or incur indebtedness to fund our needs for less predictable strategic initiatives, such as acquisitions.
Net Cash Flows
Our cash provided by operating activities was $389 million for year-to-date 2026 compared to cash provided by operating activities of $539 million for year-to-date 2025. The decrease was primarily attributable to a decrease in net income of $167 million, $44 million gain recognized as a result of the sale of our majority ownership of the Pakistan business and $26 million gain recognized as a result of land sold in Australia. This was partially offset by impairment charges of $39 million primarily related to the closure of our facility in Cabo, Brazil in year-to-date 2026 compared to $6 million of impairment charges in year-to-date 2025. In addition, we incurred net foreign exchange losses of $44 million primarily related to acquisition-related foreign exchange hedging losses for the pending acquisition of Tate & Lyle in year-to-date 2026 compared to $3 million for foreign exchange losses in year-to-date 2025. The change in working capital used was $202 million for year-to-date 2026 and $232 million for year-to-date 2025, which was primarily attributable to accounts receivable and prepaid expenses.
We used $169 million for investing activities during the year-to-date 2026 compared to cash used for investing activities of $302 million during year-to-date 2025. The decrease was primarily attributable to the proceeds from sales of businesses, net of $139 million primarily related to the sale of our majority ownership of the Pakistan business in year-to-date 2026 compared to $12 million in year-to-date 2025 which was related to the sale of our Korea business. We also received $36 million of proceeds from the sale of land in Lane Cove, Australia and sale of equipment in Vanscoy, Canada. We used $313 million of cash for capital expenditures and mechanical stores purchases to update, expand and improve our facilities during year-to-date 2026 compared to $299 million of cash we applied during year-to-date 2025 for the same purposes. Capital investment commitments for the full year 2026 are anticipated to be between $450 million and $490 million.
We used $258 million for financing activities during year-to-date 2026 compared to cash used for financing activities of $340 million during year-to-date 2025. The difference primarily reflected proceeds from net borrowings of $29 million during year-to-date 2026 compared to $37 million of net repayments on borrowings during year-to-date 2025. In addition, we repurchased 825 thousand outstanding shares of common stock in open market transactions at a net cost of $85 million in year-to-date 2026, compared to 1,036 thousand outstanding shares of common stock at a net cost of $134 million in year-to-date 2025. The effects of these transactions were partially offset by $34 million of purchases of non-controlling interests primarily related to Mannitab.
We declare and pay cash dividends to our common stockholders of record on a quarterly basis. Dividends paid, including those to non-controlling interests, were $158 million during year-to-date 2026 and $157 million during year-to-date 2025. This amount reflected an increase in our quarterly dividend rate to $0.83 per share in 2026 from $0.82 per share in 2025.
Critical Accounting Policies and Estimates
Our critical accounting policies and estimates are described in Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no changes to our critical accounting policies and estimates during year-to-date 2026.
New Accounting Pronouncements
Information relating to new accounting pronouncements is incorporated herein by reference to Note 1 to the Condensed Consolidated Financial Statements included in this report.
Forward-Looking Statements
This Form 10-Q contains or may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Ingredion intends these forward-looking statements to be covered by the safe harbor provisions for such statements.
Forward-looking statements include, among others, any statements regarding our prospects, future operations, or future financial condition, earnings, net sales, tax rates, capital expenditures, cash flows, expenses or other financial items, including management's plans or strategies and objectives for any of the foregoing and any assumptions, expectations or beliefs underlying any of the foregoing. In addition, such statements include statements regarding our expectations with respect to completion and benefits of the pending acquisition of Tate & Lyle, including statements regarding plans, objectives, intentions and expectations with respect to the future operations and financial performance of the combined group.
These statements can sometimes be identified by the use of forward-looking words such as "may," "will," "should," "anticipate," "assume," "believe," "plan," "project," "estimate," "expect," "intend," "continue," "pro forma," "forecast," "outlook," "opportunities," "potential," or other similar expressions or the negative thereof. All statements other than statements of historical facts therein are "forward-looking statements."
These statements are based on current circumstances or expectations, but are subject to certain inherent risks and uncertainties, many of which are difficult to predict and beyond our control. Although we believe our expectations reflected in these forward-looking statements are based on reasonable assumptions, investors are cautioned that no assurance can be given that our expectations will prove correct.
The following factors relating to the pending acquisition, among others, could cause actual results to differ materially from those expressed in or implied by our forward-looking statements: failure of the pending acquisition to be completed when expected or at all because of the inability to satisfy material antitrust or other conditions or for other reasons; the risk that the expected benefits of the pending acquisition may not be fully realized or may take longer to realize than anticipated, including as a result of the risks and uncertainties discussed below; failure to integrate effectively the businesses of Ingredion and Tate & Lyle or to manage effectively the expanded operations of the combined group; and the incurrence of substantial expenses and indebtedness by Ingredion and the combined group to complete the pending acquisition and to operate the enterprise after completion.
Actual results and developments may differ materially from the expectations expressed in or implied by our forward-looking statements, based on various risks and uncertainties, including changes in consumer practices, preferences, price sensitivity, behaviors, demand and perceptions; the impact of geopolitical developments, tensions, threats or conflicts on the availability and prices of raw materials and energy supplies; supply chains and foreign exchange and interest rates; the impact of global business and economic conditions on demand for our products or our access to global credit and equity markets; our reliance on certain industries for a significant portion of our sales; operating difficulties at our manufacturing facilities and liabilities relating to product safety and quality; our ability to keep pace with technological developments in research and development and continue to offer innovative products; competitive pressures that may adversely affect our market share, revenue and profitability; market volatility that may adversely affect our ability to pass through potential increases in the cost of corn and other raw materials to customers, to purchase quantities of corn and other raw materials at
prices sufficient to sustain or increase our profitability, or to supply product quantities and meet shipment delivery requirements that our customers demand; the impact on inputs to our procurement, production processes and delivery channels, such as raw material, energy, and freight and logistics, of price fluctuations, supply chain interruptions, tariffs, duties, and shortages; our ability to contain costs, manage working capital, and achieve budgets, including completion of planned maintenance and investment projects on time and on budget; global climate change and legal, regulatory, or market measures to address climate change; our ability to identify and complete acquisitions, divestitures, or strategic alliances on favorable terms or achieve anticipated synergies; the economic, political and other risks inherent in conducting operations in foreign countries and with foreign currencies; our ability to maintain satisfactory labor relations; our ability to attract, develop, retain, motivate and maintain good relationships with our workforce, including key personnel; the impact of legal and regulatory proceedings; the risks associated with pandemics; the impact of any impairment charges on intangible assets and goodwill; global and regional economic policies and changes to existing laws and regulations; changes in our tax rates or exposure to additional income tax liabilities; increases in interest rates that could increase our borrowing costs; risks affecting our ability to raise funds at reasonable rates and other factors affecting our access to sufficient funds for future growth and expansion; risks relating to the use of artificial intelligence and other advanced technologies, and our reliance on third-party technology providers; interruptions, security incidents, or failures with respect to information technology systems, processes, and sites; risks affecting the continuation of our dividend policy; and our ability to maintain effective internal control over financial reporting.
Our forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of the statement as a result of new information or future events or developments or otherwise. If we do update or correct one or more of these statements, investors and others should not conclude that we will make additional updates or corrections. For a further description of these and other risks, see "Risk Factors" and other information included in our Annual Report on Form 10-K for the year ended December 31, 2025, in this Form 10-Q, and in our subsequent reports on Form 10-Q and Form 8-K filed with the Securities and Exchange Commission.
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