UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D C. 20549

 

FORM 11-K

 

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

(Mark One)

 

[X]    Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended December 31, 2017

or

 

[  ]    Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934

 

For the transition period from ______ to ______

 

Commission file number 1-13397

 

 

(Full title of the plan)

 

(Name of issuer of the securities held pursuant to the plan and the address of its   principal executive office)

 

 

REQUIRED INFORMATION

 

The following financial statements are furnished for the Plan and are filed herewith in paper under Rule 101(b)(3) of Regulation S-T:

 

 

 

 

 

 

INGREDION INCORPORATED

RETIREMENT SAVINGS PLAN

FOR HOURLY EMPLOYEES

Westchester, Illinois

 

FINANCIAL STATEMENTS

December 31, 2017 and 2016

 

 

 

INGREDION INCORPORATED

RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES

Westchester, Illinois

 

FINANCIAL STATEMENTS

December 31, 2017 and 2016

 

 

 

 

 

 

 

CONTENTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

All other schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended, have been omitted because they are not applicable.

 

 

 

 

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

Plan Participants and Benefits Committee of the

Ingredion Incorporated Retirement Savings Plan for Hourly Employees

Westchester, Illinois

 

Opinion on the Financial Statements

 

We have audited the accompanying statements of net assets available for benefits of the Ingredion Incorporated Retirement Savings Plan for Hourly Employees (the "Plan") as of December 31, 2017 and 2016, the related statement of changes in net assets available for benefits for the year ended December 31, 2017, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2017 and 2016, and the changes in net assets available for benefits for the year ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting in accordance with the standards of the PCAOB.  As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting.  Accordingly, we express no such opinion in accordance with the standards of the PCAOB. 

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Supplemental Information

 

The supplemental Schedule H, Line 4a – Schedule of Delinquent Participant Contributions for the year ended December 31, 2017 and Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2017 have been subjected to audit procedures performed in conjunction with the audit of the Ingredion Incorporated Retirement Savings Plan for Hourly Employees financial statements.  The supplemental schedules are the responsibility of the Plan’s management.  Our audit procedures included determining whether the information presented in the supplemental schedules reconciles to the financial statements or the underlying

accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedules.  In forming our opinion on the supplemental schedules, we evaluated whether the supplemental schedules, including their form and content, are presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  In our opinion, the supplemental schedules are fairly stated in all material respects in relation to the financial statements as a whole.

 

/s/ Crowe LLP

 

We have served as the Plan's auditor since 2007.

 

Oak Brook, Illinois

June 15, 2018

 

 

 

 

 

Statements of Net Assets Available for Benefits

 

December 31, 2017 and 2016

 

 

 

 

 

Statement of Changes in Net Assets Available for Benefits

 

Year ended December 31, 2017

 

 

 

 

 

 

Notes to Financial Statements

 

1.   Description of Plan

 

General

 

The following brief description of the Ingredion Incorporated Retirement Savings Plan for Hourly Employees (the “Plan”) is provided for general informational purposes only.  Participants should refer to the plan document or the summary plan description for more complete information. The Plan is a defined contribution plan for the hourly employees of Ingredion Incorporated (the “Company”) in the United States. The Plan allows employees to set aside part of their compensation for retirement.  The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) as amended.

 

Fidelity Management Trust Company (the “Trustee”) holds the Plan’s investments and executes investment transactions through the trust established pursuant to the Plan.

 

Contributions and Vesting

 

Hourly employees become eligible to contribute to the Plan immediately upon employment. Participants may contribute between 1% and 75% of their gross annual compensation on a before-tax basis (100% for North Kansas City participants), subject to the limits imposed by the Internal Revenue Code ($18,000 for 2017). For participants who merged into the Plan from the Penford Corporation Savings and Stock Ownership Plan in 2016,  if the participant started employment on or after January 1, 2016 and had not affirmatively elected to participate (or not to participate) in the Plan within 30 days after becoming an eligible employee (the “30-day election period”), then the participant will automatically be deemed to have elected to participate in the Plan and make tax-deferred contributions of 3% of their gross annual compensation. Certain employee groups are also allowed to contribute a percentage of their compensation on an after-tax basis.  These contributions are also subject to the Internal Revenue Code limits. The Plan also allows for certain participants age 50 and older to contribute additional tax-deferred contributions.  These catch-up contributions were subject to IRS limits of $6,000 in 2017. The Plan also permits participants to make rollover contributions in accordance with the Internal Revenue Code.

 

The Company makes a matching contribution to the Plan, which is based on a percentage of the deferred contributions made by or on behalf of the participant that together do not exceed a certain percentage of the participant’s compensation for each payroll period during a plan year. These match formulas vary based on location. The Company will also make an additional non-elective contribution each payroll period based on a percentage of the participant’s compensation.  The formula for the non-elective contribution varies by location. Vesting in the Company matching contribution and vesting in the non-elective contribution account varies by location.   

 

Participants direct the investment of their contributions and employer contributions into various investment options offered by the Plan. The investment funds under the Plan include collective trust funds, a Company stock fund, and various mutual funds. The Ingredion stock fund is primarily invested in the common stock of the Company and money market mutual funds.    

 

 

 

 

Notes to Financial Statements, continued

 

1.  Description of Plan, continued

 

Participant Accounts

 

Individual account balances are maintained for each participant. Each participant’s account is credited with the participant’s contribution and allocations of the Company’s contributions and Plan earnings and charged with an allocation of administrative expenses.  Allocations are based on participant earnings or account balances, as defined. Forfeited balances of terminated participants’ nonvested accounts are used to reduce future Company contributions. As of December 31, 2017 and 2016, forfeitures were negligible. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account. Participants have a fully vested interest in all contributions made by them and in the Plan’s earnings/losses on those contributions at all times.

 

Notes Receivable from Participants

 

Participants are permitted to obtain loans from their plan accounts while employed by the Company. In general, the amount of the loan may not exceed the lesser of $50,000 reduced by the highest outstanding loan balance in a participant’s vested account during the prior 12-month period, or 50% of their vested account balance. The minimum loan amount is $500. Loan transactions are treated as a transfer between the investment funds and the loan fund. The loans bear a rate of interest equal to the prime rate as published by Reuters plus one percent as of the last business day of the month prior to the date the loan is requested. Loans are repaid through payroll deductions and repayments are reinvested into the participant’s account according to the current investment election. Current outstanding loans will mature through 2031.

 

Payment of Benefits

 

A participant becomes fully vested in all employer contributions upon death, disability or attaining the age of 65. Upon retirement, death or termination, the participant’s benefit will generally be paid in a lump sum. Under certain circumstances, participants may withdraw their before-tax contributions during their employment with the Company. Withdrawals may be made in the event of financial hardship, as defined in the Plan, or after attainment of age 59 ½ years old.

 

Administrative Expenses

 

Loan origination fees associated with notes receivable are paid by participants and the Plan’s recordkeeping fees are paid by the Plan and are reflected as administrative expenses of the Plan. Certain trustee fees and other administrative expenses are paid by the Company.

 

Master Trust

 

Assets of the Plan are co-invested with the assets of the Ingredion Incorporated Retirement Savings Plan for Salaried Employees sponsored by the Company in a commingled investment known as the Ingredion Incorporated Master Trust (the “Master Trust”) for which Fidelity Management Trust Company serves as the trustee.

 

 

Notes to Financial Statements, continued

 

2.   Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying financial statements are prepared on the accrual basis of accounting in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”).

New Accounting Standards

In February 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2017-06, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965), Employee Benefit Plan Master Trust Reporting (“ASU 2017-06”). ASU 2017-06 relates primarily to the reporting by an employee benefit plan (a plan) for its interest in a master trust. A master trust is a trust for which a regulated financial institution (bank, trust company, or similar financial institution that is regulated, supervised, and subject to periodic examination by a state or federal agency) serves as a trustee or custodian and in which assets of more than one plan sponsored by a single employer or by a group of employers under common control are held. Under Topic 960, investments in master trusts are presented in a single line item in the statement of net assets available for benefits. Similar guidance is not provided in Topic 962 or 965, which has resulted in diversity in practice. For each master trust in which a plan holds an interest, the amendments in ASU 2017-06 require a plan’s interest in that master trust and any change in that interest to be presented in separate line items in the statement of net assets available for benefits and in the statement of changes in net assets available for benefits, respectively. The amendments in ASU 2017-06 are effective for fiscal years beginning after December 15, 2018. Early adoption is permitted.  An entity should apply the amendments in ASU 2017-06 retrospectively to each period for which financial statements are presented. Plan management does not expect this standard to have a material impact on the Plan’s Financial Statements and has elected not to early adopt this standard.

 

Notes Receivable from Participants

 

Notes receivable from participants are reported at their unpaid principal balance plus any accrued but unpaid interest, with no allowance for credit losses, as repayments of principal and interest are received through payroll deductions and the notes are collateralized by the participants’ account balances.

 

Valuation of the Plan and Master Trust Investments

 

Investments of the Plan and the Master Trust are reported at fair value. The Plan’s interest in the Master Trust is reported at estimated fair value based upon the fair values of the underlying investments held within the Master Trust. Each participating plan holds units of participation in the Master Trust. Net assets, investment income, and administrative expenses relating to the Master Trust are allocated to the individual plans based upon their interest in each of the underlying participant-directed investments.

Purchases and sales of securities are recorded on a trade‑date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex‑dividend date.

 

The Plan’s investment activities as presented in the Statement of Changes in Net Assets Available for Benefits include the net appreciation or depreciation in fair value of investments, which consists of the realized gains or losses on investment sales and the unrealized appreciation or depreciation on investments held at year end.

 

 

Notes to Financial Statements, continued

 

2.   Summary of Significant Accounting Policies, continued

 

Valuation of the Plan and Master Trust Investments, continued

 

Fair value is the price that would be received by the Plan for an asset or paid by the Plan to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date in the Plan’s principal or most advantageous market for the asset or liability. Fair value measurements are determined by maximizing the use of observable inputs and minimizing the use of unobservable inputs.  The hierarchy places the highest priority on unadjusted quoted market prices in active markets for identical assets or liabilities (Level 1 measurements) and gives the lowest priority to unobservable inputs (Level 3 measurements). The three levels of inputs within the fair value hierarchy are defined as follows:

 

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Plan and the Master Trust has the ability to access as of the measurement date.

 

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

 

Level 3: Significant unobservable inputs that reflect the Plan’s and the Master Trust’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

 

In some cases, a valuation technique used to measure fair value may include inputs from multiple levels of the fair value hierarchy. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.

 

The following descriptions of the valuation methods and assumptions used by the Plan and the Master Trust to estimate the fair values of investments apply to investments held directly by the Plan and the Master Trust. 

 

Mutual funds and common stock:  The fair values of mutual fund investments and common stock are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs).

 

Investment measured at net asset value:  The fair value of participation units held in the collective trust funds are based on the net asset value as reported by the Trustee. Trust units may be redeemed on a daily basis to meet benefit payments and other participant-initiated withdrawals permitted by retirement plans invested in the trust.

 

Under the terms of the Declaration of Trust, retirement plans invested in the stable value collective trust funds are required to provide either 12 or 30 months’ advance noticed to the Trustee prior to redemption of trust units; the notice period may be shortened or waived by the Trustee in its sole discretion.

 

Money market mutual funds:  The fair value of the money market mutual funds balance has been determined based upon quoted redemption prices and recent transaction prices of $1.00 per share (Level 2 inputs), with no discounts for credit quality or liquidity restrictions.

 

 

 

Notes to Financial Statements, continued

 

2.   Summary of Significant Accounting Policies, continued

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies

or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

 

Use of Estimates 

 

The preparation of financial statements in conformity with U.S. GAAP requires the plan administrator to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates.

 

Risks and Uncertainties

 

Through the Master Trust, the Plan allows participants to direct the investment of their account balance in a number of funds that invest in collective trust funds, stocks, mutual funds, and other investments. The values of certain investments  are exposed to risks from a variety of factors, such as liquidity, changes in interest rates, fluctuations in market conditions and changes in the credit standing of issuers of investments. Due to the level of risk associated with certain investments  and the sensitivity of certain fair value estimates to changes in valuation assumptions, it is at least reasonably possible that changes in the fair values of investments will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statement of Net Assets Available for Benefits.

 

Payment of Benefits

 

Benefits are recorded when paid.

 

 

3.  Master Trust Investments

 

     The Plan’s interest in the Master Trust was 18% for the years ended December 31, 2017 and 2016.  

 

The net assets of the Master Trust were:

 

Notes to Financial Statements, continued

 

3.  Master Trust Investments, continued

 

The Master Trust’s investment income for the year ended December 31, 2017 is summarized as follows:

 

    

      Assets of the Master Trust that are measured ad fair value on a recurring basis as of December 31, 2017    

     and 2016 are summarized below:

 

 

Notes to Financial Statements, continued

 

3.  Master Trust Investments, continued

 

(a) In accordance with FASB Accounting Standard Codification Topic 820, Fair Value Measurement,    

     certain  Investments that were measured at net asset value per share (or its equivalent) as a practical

     expedient have not been classified in the fair value hierarchy. The fair value amounts presented in

     this table are intended to permit reconciliation of the fair value hierarchy to the net assets presented in

     the Master Trust footnote.

   

There were no transfers between Level 1 and Level 2 investments during 2017.

 

 

4.   Party in Interest Transactions

 

Parties in interest are defined under Department of Labor regulations as any fiduciary of the Plan, any party rendering services to the Plan, the Company, and certain others. The Plan allows participants to invest their account balances in shares of certain mutual funds or other investments managed by the Trustee or Fidelity Investments. Fidelity Investments is an affiliate of the Trustee; therefore, these transactions qualify as party-in-interest transactions. For the year ended December 31, 2017, fees were

paid by the Plan to an affiliate of the Trustee. Investment management fees are paid by the Plan to investment managers which are parties in interest and these expenses are reflected in the financial statements as a reduction of the return on the Plan’s investments.

 

The Master Trust had $41,910,083 and $49,936,640 at December 31, 2017 and 2016, respectively, in Ingredion Common Stock, which is exempt from the party-in-interest transaction prohibitions of ERISA. The Master Trust had 299,786 and 399,621 shares of Ingredion Common Stock at December 31, 2017 and 2016, respectively. The Master Trust earned dividend income of $756,327 on the Ingredion Incorporated common stock during the year ended December 31, 2017. These transactions also qualify as party-in-interest transactions. The Plan also allows participants to take loans from their accounts in the Plan. These transactions also qualify as party-in-interest transactions and totaled $5,258,277 and $5,170,770 at December 31, 2017 and 2016, respectively.

 

 

5.   Tax Status

 

The Internal Revenue Service has determined and informed the Plan by a letter dated March 4, 2014, that the Plan and related trust were designed in accordance with the applicable sections of the Internal Revenue Code (IRC). Although the Plan has been amended and restated since receiving the determination letter, the Plan administrator believes that the Plan is designed, and is currently being operated, in compliance with the applicable requirements of the IRC and, therefore, believes that the Plan is qualified, and the related trust is tax-exempt.

 

U.S. GAAP requires plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2017 and 2016, there are no uncertain tax positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are

 

Notes to Financial Statements, continued

 

currently no audits for any tax periods in progress. The plan administrator believes it is no longer subject to income tax examinations for years prior to 2014.

 

6.   Rights Upon Plan Termination

 

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants would become 100% vested in their employer contributions and earnings thereon.

 

7.   Transfer of Assets

 

Throughout the year, employees may transfer to various positions within the Company. This may result in a transfer to or from the Plan to another plan sponsored by the Company. This is shown as a transfer to or from the Plan on the Statement of Changes in Net Assets Available for Benefits.

 

 

SUPPLEMENTAL SCHEDULES

 

 

 

INGREDION INCORPORATED RETIREMENT SAVINGS PLAN

FOR HOURLY EMPLOYEES

December 31, 2017

 

Schedule H, Line 4a – Schedule of Delinquent Participant Contributions

December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INGREDION INCORPORATED RETIREMENT SAVINGS PLAN

FOR HOURLY EMPLOYEES

December 31, 2017

 

Schedule H, Line 4i -- Schedule of Assets (Held at End of Year)

December 31, 2017

 

 

 

 

 

 

SIGNATURES

 

The Plan.  Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefits plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

 

 

EXHIBIT INDEX