8-K 1 a14-17779_18k.htm 8-K

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): July 30, 2014

 

INGREDION INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

1-13397

 

22-3514823

(State or Other Jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

File Number)

 

Identification No.)

 

5 Westbrook Corporate Center, Westchester, Illinois

 

60154-5749

(Address of Principal Executive Offices)

 

(Zip Code)

 

(708) 551-2600

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.02              Results of Operations and Financial Condition.

 

On July 30, 2014, Ingredion Incorporated (the “Company”) issued a press release announcing the Company’s consolidated financial results for the quarter ended June 30, 2014 (the “Press Release”).  A copy of the Company’s Press Release is being furnished as Exhibit 99 and hereby incorporated by reference.  The Company will conduct a conference call Wednesday morning, July 30, 2014 at 8:00 CDT to discuss the second quarter financial results.

 

The information contained in Item 2.02 of this report on Form 8-K, including (except as noted in Item 8.01 of this report) Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

 

Item 8.01              Other Events.

 

In the Press Release, the Company announced that it has entered into a $300 million Accelerated Share Repurchase (ASR) agreement with JPMorgan Chase Bank, National Association.  The paragraph of the Press Release discussing the ASR agreement is hereby incorporated by reference and solely that paragraph shall be deemed “filed” for purposes of Section 18 of the Exchange Act.

 

Item 9.01.                                        Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibit is being furnished as part of this report:

 

Exhibit Number

 

Description

 

 

 

99

 

Press Release dated July 30, 2014 issued by Ingredion Incorporated.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

INGREDION INCORPORATED

 

 

 

 

 

Date: July 30, 2014

By:

/s/ Jack C. Fortnum

 

 

Jack C. Fortnum

 

 

Executive Vice President and Chief Financial Officer

 

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