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Ingredients for Success
CORN PRODUCTS INTERNATIONAL
2010 ANNUAL REPORT
Corn Products International
is a leading global ingredient provider to
the food, beverage, brewing and pharma-
ceutical industries as well as numerous
industrial sectors.
Our ingredients are a vital part of everyday
life. We make sweeteners and starches
that add taste, texture and performance to
beverages, dairy, baked and prepared foods;
and health and wellness solutions that help
maintain heart, immune and cognitive health
as well as pharmaceutical ingredients for IV
solutions. We also provide ingredients to the
personal care, paper and corrugated industries
as well as the emerging bio-materials market.
Headquartered in Westchester, IL,
Corn Products has manufacturing, R&D
and sales offices in over 40 countries and
employs some 10,700 people worldwide.
CONTENTS
To Our Shareholders
2
Food
4
Beverage and Brewing
6
Other Markets
7
Financial Highlights
8
Cumulative Total Return
67
Directors and Officers
68
Shareholder Information
IBC
“Corn Products has a history of strong global growth and
is well positioned to continue this trajectory, particularly
with the acquisition of National Starch.”
ILENE S. GORDON
Chairman, President and
Chief Executive Officer
Global Overview
LEGEND
Global Headquarters
Manufacturing Location
Global Research and
Development Headquarters
Corn Products International
is a leading global ingredient provider to
the food, beverage, brewing and pharma-
ceutical industries as well as numerous
industrial sectors.
Our ingredients are a vital part of everyday
life. We make sweeteners and starches
that add taste, texture and performance to
beverages, dairy, baked and prepared foods;
and health and wellness solutions that help
maintain heart, immune and cognitive health
as well as pharmaceutical ingredients for IV
solutions. We also provide ingredients to th
e
personal care, paper and corrugated industries
as well as the emerging bio-materials market
G
l
o
bal Ove
r
view
view
NORTH AMERICA
Large opportunity to broaden product
portfolio and move up the value chain
with specialty starches and value-
added sweeteners.
Fourth quarter 2010 net sales
52
%
SOUTH AMERICA
Potential to continue building upon
strong business model with new
ingredient solutions and functionality
for existing portfolio.
Fourth quarter 2010 net sales
26
%
MARKET SALES
Other
Beverages
Food
49
%
10
%
Paper and
Corrugating
Brewing
9
%
12
%
Animal Nutrition
11
%
Unique geographic position
Proven business model
Strong balance sheet
Diverse customer base
1
2
3
4
5
6
Broad ingredient portfolio
We will continue to build on our successful business model,
which employs a regional approach with a global perspective.
Experienced and
talented employees
9
%
(Based on fourth quarter 2010 net sales)
Our competitive
advantages:
We will continue to build on our successful bus
which employs a regional approach with a globa
ASIA / AFRICA
Strong potential for growth driven
by population increases and consumer
demand for convenience foods.
Fourth quarter 2010 net sales
17
%
EUROPE
Firm position in a diverse market with
growth opportunities in clean label
and health and wellness ingredients.
Fourth quarter 2010 net sales
5
%
CORN PRODUCTS INTERNATIONAL
1
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2
CORN PRODUCTS INTERNATIONAL
To Our Shareholders
I am pleased to report that Corn Products International
delivered an outstanding year highlighted by strong
financial results and the successful execution of our
strategy, notably the transformational acquisition
of National Starch.
From a financial perspective, net sales grew 19 percent,
operating income rose 122 percent and earnings per
share were up significantly. We realized sales increases
in every region and saw business growth in the impor-
tant food, beverage and brewing sectors. The business
generated $394 million in cash flow from operations
and improved return on invested capital as well.
As these results indicate, our business model –
strong regional positions driven by a global perspective –
worked well in a challenging global economy.
Our Strategic Blueprint
During 2010, we refreshed
our strategy and launched our Strategic Blueprint. The
Blueprint is shown on the next page for your reference.
It is a simple, though important touchstone for strategic
decision making and we have built our plans around it.
The Strategic Blueprint lays out a path to shareholder
value creation through organic growth, increased port-
folio breadth and geographic expansion. The plan is
underpinned by operating excellence as we continuously
seek cost savings and efficiencies in all we do.
The acquisition of specialty starch manufacturer
National Starch, with annualized sales of about $1.4 bil-
lion, offered a highly complementary product line and
geographic footprint. We financed the transaction at
an attractive rate, helping us deliver earnings accre-
tion immediately.
The integration of National Starch is well underway
and on-plan to deliver the expected cost synergies in
2011 and beyond, and we expect revenue synergies in
the years to come. We are very pleased with the early
performance of this business.
Operating Excellence
The foundation of the Blueprint
is operating excellence, starting with an absolute com-
mitment to safety and the well-being of our employees
and the communities we operate in.
In addition to safety, we are focused on the
continuous improvement of our manufacturing
organization. Over the course of 2010, we delivered
meaningful cost savings and avoidance in all of our
regions from manufacturing optimization.
We also view superior financial management as
part of operating excellence. This includes our debt
financing, strong balance sheet and working capital
management, to highlight a few areas. This outstanding
financial strength helped facilitate the National Starch
acquisition and allows us to keep our commitments
to all of our stakeholders.
Talent development is also a critical area of
excellence and always has been for Corn Products.
We are building on that capability with new perform-
ance management tools to drive even better results
while also developing our employees.
Organic Growth
Future organic growth will come
from expanding our current ingredient offerings.
We will do that in our existing geographies with both
specialty starches and sweeteners, and continue to
target core markets like processed foods, beverages,
confection, brewing, pharmaceuticals and personal
care. You will find examples of these product applica-
tions on the pages that follow my letter.
2010
INGREDIENTS FOR SUCCESS
CORN PRODUCTS INTERNATIONAL
3
Portfolio Breadth
We will broaden our portfolio to
include new specialty starches to help customers solve
various ingredient challenges. We are also developing
next generation sweeteners like Enliten
®
, our stevia-
based, high-intensity sweetener. To meet our company’s
and our customers’ commitment to sustainability, we
are actively working on green solutions to help manu-
facturers reduce their impact on the environment.
With National Starch, we acquired a world-class
research and development capability – and a sizable lab
in New Jersey – that nicely complements our existing
application development centers and gives us an inte-
grated global network for solutions development.
The result of this R&D capability is unique,
value-add products that generally carry higher gross
profits than Corn Products’ traditional product lines.We
have developed innovative applications in a range of
dairy and savory-based products that provide consumer-
preferred textures. Innovation is also focused on new
products with nutritional and wholesome value propo-
sitions as well as offerings that help deliver and protect
flavors and other active ingredients.
Geographic Expansion
We will not expand
geographically for the sake of simply getting larger and
will always make those decisions based on what we
believe will generate the best returns for Corn Products.
Importantly, the National Starch acquisition fortifies
our geographic position with overlap in North and South
America and Asia providing greater portfolio depth. The
acquisition brings a European position that represents
about 5 percent of total sales of the new company. This
is a region that has a large, developed population that
wants the kind of convenient, healthier and innovative
food and beverage options that our products can help
manufacturers deliver.
Shareholder Value Creation
Above all, we remain
focused on shareholder value creation. We have devel-
oped an effective business model that has delivered
strong top and bottom line growth since Corn Products
went public 13 years ago.To accelerate and complement
our growth capability, we acquired National Starch.
With these building blocks and our Strategic Blueprint,
we feel confident in our ability to deliver growth in
2011 and beyond.
I will close by extending my thanks to our share-
holders for their ongoing support. We look forward to
continuing to provide strong returns over the long term.
I also want to thank our board of directors,
who have provided guidance and direction. I want to
acknowledge the retirement of two founding board
members, Bernard Kastory and William Norman. Both
played a critical role in shaping our Company’s success
and we wish them the best in retirement. To fill their
seats, we are pleased to have Wayne Hewett and
Dwayne Wilson join the board.
Two executives retired from my Executive
Leadership Team during the year, Jorge Fiamenghi
and Jim Hirchak. I want to thank them both for their
many years of distinguished service. Julio dos Reis,
Jim Zallie and Diane Frisch joined my Leadership
Team. They lead our South American business, Global
Ingredient Solutions, and Global Human Resources
organization, respectively.
Finally, my most sincere thanks to our employees,
who are the backbone of Corn Products and remain
committed to our corporate values of safety, quality,
integrity, respect, excellence and innovation.
Ilene S. Gordon
Chairman, President and Chief Executive Officer
April 4, 2011
OUR STRATEGIC BLUEPRINT
Shareholder Value Creation
Operating Excellence
Organic
Growth
Geographic
Scope
Broadening
Ingredient
Portfolio
Dairy
Corn Products provides important ingredients
to help yogurts, smoothies, flavored milks, ice
creams, and cheeses meet consumer taste and
texture desires. Our N-Dulge
™
texturizers provide
firm, creamy mouth-feel in everything from yogurts
and custards to sour cream and milk-based energy
drinks. Our customers can also use our PRECISA
™
texture systems to give reduced-fat dairy offerings
the same rich, creamy texture as traditional dairy
products. And an increasing number of yogurt
and dairy customers are fortifying their products
with our health and wellness ingredients including
NutraFlora
®
, a prebiotic fiber to help consumers
maintain digestive health. At the same time, our
products can also enable our customers to replace
more costly ingredients such as dairy solids, gelatin
and fats, reducing costs while still producing an
outstanding product.
Confection
Corn Products’ innovative solutions and breadth
of ingredients help our confectionery customers
delight consumers with both sugar-free options
and full calorie indulgences. Our complete line of
sweeteners allows us to help formulate desirable
treats with specific levels of sweetness suitable
for virtually all types of candies. For gummy and
gel candies, texture is critical to our customers.
Our growing line of modified starches provides
the chewiness and mouth-feel that candy-lovers
crave. And, for the growing segment of con-
sumers looking for sweetness and taste without
the calories, we offer stevia and a line of polyol-
based ingredients that replace sugar and syrups
in products like sugar-free gums and mints.
INGREDIENTS FOR SUCCESS
4
CORN PRODUCTS INTERNATIONAL
FOOD
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Snacks
Snacking continues to be an important growth
trend in the food industry and with it comes a
need for improved convenience, portability, fresh-
ness, texture and taste. Corn Products provides
ingredients that help food companies deliver all
of these attributes, facilitating global product inno-
vation and providing strong growth for us and our
customers. In fact, according to Global New Product
Data, 50 percent of new food products launched
globally in the past 10 years have made front of
the package texture-related claims. To support this
significant trend, our ingredients provide a variety of
textures, from light and airy to crispy and crunchy,
while our line of syrups and starches makes granola
and energy bars moist and flavorful.Our researchers
and chefs work with customers to “dial-in” the
specific texture they are looking for. We also offer
whole-grain flours to enhance a food’s nutritional
profile and our BioAgave
™
inulin ingredient boosts
the fiber content of baked snacks and pizza crust
while providing consumers the taste and con-
venience they desire.
Sauces
In a wide array of sauces and dressings, specialty
starches provide important taste, texture and visual
attributes that enable food companies to meet
diverse consumer needs. From glossy colors to silky
textures combined with a balanced taste profile and
shelf-stability, our customers are focused on deliv-
ering high-quality, convenient products. You will find
Corn Products’ ingredients in everything from bar-
becue sauces and salad dressings to soups and
gravies. Our proprietary Dial-in
™
Texture Technology
is a systematic approach to formulation and the
delivery of rapid, robust, cost-optimized solutions.
It is one example of how we provide innovative
ingredient solutions that help our customers pre-
cisely achieve the rich and creamy textures that drive
consumer preference in foods such as salad dress-
ings, sauces and dairy products. Our customers
often also benefit from using our starch technology
as part of our value matters formulating approach
to replace more costly ingredients like soy oil and
dairy cream to help manage costs and continue
to provide outstanding products to consumers.
CORN PRODUCTS INTERNATIONAL
5
6
CORN PRODUCTS INTERNATIONAL
Brewery
With the continued growth of the global
beer industry, particularly in emerging markets,
Corn Products is well positioned to realize strong
growth in this category working side-by-side with
our customers. The company’s starches and
sweeteners provide unique solutions to both
global brewing customers and to neighborhood
microbrewers alike. Royal
™
liquid dextrose has
long been a staple of the brewing industry, pro-
viding a clean taste and is most often used in light
beers. Our Brewers Crystals
®
are a crystallized
form of syrup that act as an affordable substitute
to other fermentable products. And our high malt-
ose product actually speeds the fermentation
process, allowing brewers to increase capacity
without adding capital.
Beverages
In the highly dynamic beverage market, consumers
are seeking more functionality including superior
hydration, nutrition and replenishment. More com-
plex beverages require more complex ingredients.
Corn Products provides both staple and functional
ingredients for this market that support our cus-
tomers’ innovation. Our dextrose, maltodextrins
and syrups not only provide sweetness and taste,
they also help to boost energy. Enliten
®
, our stevia-
based sweetener, is a naturally occurring alternative
that sweetens all types of beverages without adding
calories. For nutritional drinks with added fortifica-
tion, our fibers and other health-based ingredients
are added to maintain immune and digestive
health, and enhance calcium absorption. And our
texturizers add body to thicker, creamier beverages
such as coffee- and milk-based drinks. Our tradi-
tional sweetener ingredient portfolio continues to
be an important solution for our global customers
helping them increase operational efficiency.
INGREDIENTS FOR SUCCESS
BEVERAGE AND BREWING
CORN PRODUCTS INTERNATIONAL
7
Personal Care
Natural, bio-based ingredients are gaining
increased popularity in the global personal care
market. Our Farmal
®
line of personal care prod-
ucts touches virtually every aspect of that market
with sustainable, plant-based ingredients for
lotions, creams, powders, soaps and shampoos.
Our ingredients give personal care products
many of the attributes that consumers demand.
In cosmetics, they provide oil absorption and
moisturizing benefits. They give creams and
lotions a softer feel and reduced tackiness. They
also create a richer, thicker lather in body washes,
soaps and shaving creams, and added smooth-
ness and softness in deodorants. For babies,
our corn starch has long been used as a safer
alternative to talc-based powders. Similarly, our
starches and syrups provide non-irritating alter-
natives to petroleum-based ingredients in face
washes and cosmetics.
Pharmaceutical
In a variety of ways, starches and sweeteners
play an important role in supporting and facilitating
certain medical and pharmaceutical applications.
Our specialty starches not only help pharmaceuti-
cal companies form their medicines, they provide
coatings that make pills easier to swallow. And
our sweeteners make consumption of pills and
syrups easier and more palatable, particularly for
children. Our sugar-free line of polyols also prevents
cough syrups from crystallizing. Hospitals rely on
our intravenous dextrose to supply vitally needed
nutrition to their patients. And our line of health
and wellness ingredients offers products that help
to maintain cognitive, bone, digestive, and heart
health as well as provide fortification options such
as added fiber and gluten-free solutions.
INGREDIENTS FOR SUCCESS
OTHER MARKETS
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$3,672
$3,944
’10
’09
’08
’10
’09
’08
’10
’09
’08
’10
’09
’08
’10
’09
’08
$0.54
$4,367
$153
$339
$434
$2.20
$3.52
$2.01
$3.24
$3.66
7.1
12.3
13.1
’10
’09
’08
$2,189
$3,497
$2,151
Net Sales
(In millions)
Operating
Income
(In millions)
Reported
Diluted Earnings
per Share
(In dollars)
Adjusted
Diluted Earnings
per Share
3
(In dollars)
Return
on Capital
Employed
1
(Percentage)
Market
Capitalization
(In millions at year-end)
8
CORN PRODUCTS INTERNATIONAL
INGREDIENTS FOR SUCCESS
2010
Dollars in millions, except per share amounts; years ended December 31
2010
% Change
2009
% Change
2008
Income Statement Data
Net sales
$4,367
19%
$3,672
(7) %
$3,944
Operating income
339
122
153
(65)
434
Diluted earnings per share
2.20
307
0.54
(85)
3.52
Balance Sheet and Other Data
Cash and cash equivalents
302
175
107
Total assets
5,071
2,952
3,207
Total debt
1,769
544
866
Total equity (including redeemable equity)
2,010
1,726
1,431
Annual dividends paid per common share
0.56
0.56
0.51
Debt to capitalization percentage
1
43.9%
22.8%
36.1%
Debt to adjusted EBITDA
2
ratio
1
3.1
1.3
1.5
Cash provided by (used for) operations
394
586
(79)
Depreciation and amortization
155
130
128
Capital expenditures
159
146
228
Financial Highlights
1
See
the “Key Performance Metrics” section beginning on page 22 of the Annual Report on Form 10-K for the year ended December 31, 2010 for a reconciliation
of these metrics that are not calculated in accordance with Generally Accepted Accounting Principles (GAAP) to the most comparable GAAP measures.
2
Earnings
before interest, taxes, depreciation and amortization.
3
See
page 67 of this Annual Report for a reconciliation of this metric which is not calculated in accordance with GAAP to the reported diluted earnings per share.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
or
[
] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission file number 1-13397
CORN PRODUCTS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
22-3514823
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
5 Westbrook Corporate Center, Westchester, Illinois 60154
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (708) 551-2600
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Name of Each Exchange on Which Registered
Common Stock, $.01 par value per share
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [X]
No [
]
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [
]
No [X]
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations
under those Sections.
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes [X]
No [
]
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was
required to submit and post such files).
Yes [X]
No [
]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[
]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definitions
of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer [X]
Accelerated filer [
]
Non-accelerated filer [
]
Smaller reporting company [
]
(Do not check if a smaller reporting company)
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [
]
No [X ]
The aggregate market value of the Registrant’s voting stock held by non-affiliates of the Registrant (based upon the per share closing price of $30.30 on June 30, 2010,
and, for the purpose of this calculation only, the assumption that all of the Registrant’s directors and executive officers are affiliates) was approximately $2,317,000,000.
The number of shares outstanding of the Registrant’s Common Stock, par value $.01 per share, as of February 23, 2011, was 76,189,000.
Documents Incorporated by Reference:
Information required by Part III (Items 10, 11, 12, 13 and 14) of this document is incorporated by reference to certain portions of the Registrant’s definitive Proxy
Statement (the “Proxy Statement”) to be distributed in connection with its 2011 Annual Meeting of Stockholders which will be filed with the Securities and
Exchange Commission within 120 days after December 31, 2010.
PART I
Item 1.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Item 1A.
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Item 1B.
Unresolved Staff Comments
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Item 2.
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Item 3.
Legal Proceedings
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
Item 4.
Submission of Matters to a Vote of Security Holders
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities . . . . . . . . . . . .13
Item 6.
Selected Financial Data
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27
Item 8.
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .29
Item 9.
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . .58
Item 9A.
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .58
Item 9B.
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .58
PART III
Item 10.
Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .59
Item 11.
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .59
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . .59
Item 13.
Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .59
Item 14.
Principal Accountant Fees and Services
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .59
PART IV
Item 15.
Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .59
Signatures
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .62
Table of Contents to Form 10-K
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CORN PRODUCTS INTERNATIONAL
1
ITEM 1. BUSINESS
The Company
Corn Products International, Inc. was incorporated as a Delaware
corporation in 1997 and its common stock is traded on the New York
Stock Exchange. Corn Products International, Inc., together with
its subsidiaries, manufactures and sells a number of ingredients to
a wide variety of food, beverage, brewing and industrial customers.
For purposes of this report, unless the context otherwise
requires, all references herein to the “Company,” “Corn Products,”
“we,” “us,” and “our” shall mean Corn Products International, Inc.
and its subsidiaries.
On October 1, 2010, the Company acquired National Starch,
a global provider of specialty starches from Akzo Nobel N.V.,
headquartered in the Netherlands. National Starch is a recognized
innovator in food ingredients and specialty starches. Its technolo-
gies are supported by a world-class research and development
infrastructure and protected by more than 800 patents and patents
pending, which drive development of advanced specialty starches
for the next generation of food products.
We are a major supplier of high-quality food ingredients and
industrial products derived from wet milling and processing of
corn and other starch-based materials. We engage in corn refining,
a capital-intensive, two-step process that involves the wet milling
and processing of corn. During the front-end process, corn is
steeped in a water-based solution and separated into starch and
co-products such as animal feed and corn oil. The starch is then
either dried for sale or further processed to make sweeteners,
starches and other ingredients that serve the particular needs of
various industries.
Our consolidated net sales were $4.37 billion in 2010.
Approximately 56 percent of our 2010 net sales were provided
from our North American operations. Our South American opera-
tions provided 28 percent of net sales, while our Asia/African and
European operations contributed approximately 14 percent and
2 percent, respectively.
Our products are derived primarily from the processing of corn
and other starch-based materials, such as tapioca, potato and rice.
Our sweetener products include glucose corn syrups, high
maltose corn syrups, high fructose corn syrup (“HFCS”), caramel
color, dextrose, polyols, maltodextrins and glucose and corn syrup
solids. Our starch-based products include both industrial and food-
grade starches.
Corn Products supplies a broad range of customers in many
diverse industries around the world, including the food, beverage,
brewing, pharmaceutical, paper and corrugated products, textile
and personal care industries, as well as the global animal feed and
corn oil markets.
We believe our approach to production and service, which
focuses on local management and production improvements of our
worldwide operations, provides us with a unique understanding of
the cultures and product requirements in each of the geographic
markets in which we operate, bringing added value to our customers
through innovative solutions.
Products
Sweetener Products.
Our sweetener products represented
approximately 52 percent, 56 percent and 53 percent of our net
sales for 2010, 2009 and 2008, respectively.
Glucose Corn Syrups:
Corn syrups are fundamental ingredients
widely used in food products, such as baked goods, snack foods,
beverages, canned fruits, condiments, candy and other sweets,
dairy products, ice cream, jams and jellies, prepared mixes and
table syrups.
High Maltose Corn Syrup:
This special type of glucose syrup is
primarily used as a fermentable sugar in brewing beers. High
maltose corn syrups are also used in the production of confections,
canning and some other food processing applications.
High Fructose Corn Syrup:
High fructose corn syrup is used in a
variety of consumer products including soft drinks, fruit-flavored
beverages, baked goods, dairy products, confections and other
food and beverage products.
Dextrose:
We currently produce dextrose products that are
grouped in three different categories –
monohydrate, anhydrous
and specialty. Monohydrate dextrose is used across the food
industry in many of the same products as glucose corn syrups,
especially in confectionery applications. Anhydrous dextrose is
used to make solutions for intravenous injection and other pharma-
ceutical applications, as well as some specialty food applications.
Specialty dextrose products are used in a wide range of applica-
tions, from confectionery tableting to dry mixes to carriers for
high intensity sweeteners. Dextrose also has a wide range of
industrial applications, including use in wall board and production
of biodegradable surfactants (surface agents), humectants (mois-
ture agents), and as the base for fermentation products including
vitamins, organic acids, amino acids and alcohol.
Polyols:
These products are sugar-free, reduced calorie sweeteners
primarily derived from starch or sugar for the food, beverage,
confectionery, industrial, personal and oral care, and nutritional
supplement markets.
Part I
2
CORN PRODUCTS INTERNATIONAL
Maltodextrins and Glucose and Corn Syrup Solids:
These products
have a multitude of food applications, including formulations where
liquid corn syrups cannot be used. Maltodextrins are resistant to
browning, provide excellent solubility, have a low hydroscopicity (do
not retain moisture), and are ideal for their carrier/bulking proper-
ties. Corn syrup solids have a bland flavor, remain clear in solution,
are easy to handle and provide bulking properties.
Starch Products.
Our starch products represented approximately
28 percent, 23 percent and 22 percent of our net sales for 2010,
2009 and 2008, respectively. Starches are an important component
in a wide range of processed foods, where they are used for adhe-
sions, clouding, dusting, expansion, fat replacement, freshness,
gelling, glazing, mouth feel, stabilization and texture. Cornstarch
is sold to cornstarch packers for sale to consumers. Starches are
also used in paper production to create a smooth surface for printed
communications and to improve strength in recycled papers.
Specialty starches are used for enhanced drainage, fiber retention,
oil and grease resistance, improved printability and biochemical
oxygen demand control. In the corrugating industry, starches and
specialty starches are used to produce high quality adhesives for
the production of shipping containers, display board and other
corrugated applications. The textile industry has successfully used
starches and specialty starches to provide size and finishes for
manufactured products. Industrial starches are used in the produc-
tion of construction materials, textiles, adhesives, pharmaceuticals
and cosmetics, as well as in mining, water filtration and oil and gas
drilling. Specialty starches are used for biomaterial applications
including biodegradable plastics, fabric softeners and detergents,
hair and skin care applications, dusting powders for surgical gloves
and in the production of glass fiber and insulation.
Co-Products and Others.
Co-products and others accounted for
20 percent, 21 percent and 25 percent of our net sales for 2010,
2009 and 2008, respectively. Refined corn oil (from germ) is sold
to packers of cooking oil and to producers of margarine, salad
dressings, shortening, mayonnaise and other foods. Corn gluten
feed is sold as animal feed. Corn gluten meal is sold as high
protein feed for chickens, pet food and aquaculture primarily, and
steepwater is sold as an additive for animal feed.
Geographic Scope and Operations
We operate in one business segment, the production of starches
and sweeteners for a wide range of industries, and manage our
business on a geographic regional basis. Our business includes
regional operations in North America, South America, Asia/Africa
and Europe. In 2010, approximately 56 percent of our net sales
were derived from operations in North America, while net sales
from operations in South America represented 28 percent. Our
Asia/Africa and Europe operations represented approximately 14
percent and 2 percent of our net sales, respectively. See Note 14
of the notes to the consolidated financial statements entitled
“Segment Information” for additional financial information with
respect to geographic areas.
In general, demand for our products is balanced throughout the
year. However, demand for sweeteners in South America is greater
in the first and fourth quarters (its summer season) while demand
for sweeteners in North America is greater in the second and third
quarters. Due to the offsetting impact of these demand trends, we
do not experience material seasonal fluctuations in our business.
Our North America region consists of operations in the US,
Canada and Mexico. The region’s facilities include 13 plants produc-
ing a range of both sweeteners and starches. Our plant in Bedford
Park, Illinois is a major supplier of starch and dextrose products for
our US and export customers. Our plants in Winston-Salem, North
Carolina and Stockton, California enjoy strong market shares in their
local areas, as do our Canadian plants in Cardinal, London and Port
Colborne, Ontario. Our Winston-Salem, Stockton, Port Colborne and
London plants primarily produce high fructose corn syrup. Plants in
Indianapolis; North Kansas City, Missouri; and Charleston, South
Carolina manufacture specialty starches for North American and
European customers. We also have a plant in Mapleton, Illinois
which produces a wide range of polyols, including liquid and crys-
talline sorbitol. We are the largest producer of corn-based starches
and sweeteners in Mexico, with plants in Guadalajara, Mexico City
and San Juan del Rio.
We are the largest manufacturer of corn-based starches
and sweeteners in South America, with strong market shares in
Argentina, Brazil, Chile, Colombia and Peru. Our South America
region includes 11 plants that produce regular, modified, waxy and
tapioca starches, high fructose and high maltose corn syrups and
corn syrup solids, dextrins and maltodextrins, dextrose, specialty
starches, caramel color, sorbitol and vegetable adhesives.
Our Asia/Africa region manufactures corn- and tapioca-based
products in South Korea, Pakistan, Thailand, Kenya, Australia and
China. The region’s facilities include 11 plants that produce modified,
specialty, regular, waxy and tapioca starches, dextrins, glucose,
dextrose, high fructose corn syrups and caramel color.
CORN PRODUCTS INTERNATIONAL
3
Our European region consists of specialty starch operations
in England, Germany and South Africa. The regions’ two facilities
are in Hamburg, Germany and Goole, England.
In addition to the operations in which we engage directly,
we have strategic alliances through technical license agreements
with companies in South Africa and Venezuela. As a group, our
strategic alliance partners produce high fructose, glucose and high
maltose syrups (both corn and tapioca), regular, modified, waxy
and tapioca starches, dextrose and dextrins, maltodextrins and
caramel color. These products have leading positions in many of
their target markets.
Competition
The starch and sweetener industry is highly competitive. Many of
our products are viewed as basic commodity ingredients that com-
pete with virtually identical products and derivatives manufactured
by other companies in the industry. The US is a highly competitive
market where there are other corn refiners, several of which are
divisions of larger enterprises. Some of these competitors, unlike
us, have vertically integrated their corn refining and other opera-
tions. Competitors include ADM Corn Processing Division (“ADM”)
(a division of Archer-Daniels-Midland Company), Cargill, Inc., Tate
& Lyle Ingredients Americas, Inc., and several others. Our opera-
tions in Mexico and Canada face competition from US imports and
local producers including ALMEX, a Mexican joint venture between
ADM and Tate & Lyle Ingredients Americas, Inc. In South America,
Cargill has corn-refining operations in Brazil. Many smaller local
corn and tapioca refiners also operate in many of our markets.
Competition within our markets is largely based on price, quality
and product availability.
Several of our products also compete with products made from
raw materials other than corn. High fructose corn syrup and mono-
hydrate dextrose compete principally with cane and beet sugar
products. Co-products such as corn oil and gluten meal compete
with products of the corn dry milling industry and with soybean
oil, soybean meal and other products. Fluctuations in prices of
these competing products may affect prices of, and profits derived
from, our products.
Customers
We supply a broad range of customers in over 60 industries.
Approximately 31 percent of our 2010 net sales were to compa-
nies engaged in the processed foods industry and approximately
14 percent of our 2010 net sales were to companies engaged in
the soft drink industry. Additionally, sales to the animal feed market
and the brewing industry represented approximately 13 percent
and 11 percent of our 2010 net sales, respectively.
Raw Materials
Corn is the basic raw material we use to produce starches and
sweeteners. The supply of corn in the United States has been,
and is anticipated to continue to be, adequate for our domestic
needs. The price of corn, which is determined by reference to
prices on the Chicago Board of Trade, fluctuates as a result of
various factors including: farmer planting decisions, climate, and
government policies (including those related to the production of
ethanol), livestock feeding, shortages or surpluses of world grain
supplies, and domestic and foreign government policies and trade
agreements. The Company also uses tapioca, potato, rice and
sugar as a raw material.
Corn is also grown in other areas of the world, including Canada,
Mexico, Europe, South Africa, Argentina, Brazil, China, Pakistan
and Kenya. Our affiliates outside the United States utilize both
local supplies of corn and corn imported from other geographic
areas, including the United States. The supply of corn for these
affiliates is also generally expected to be adequate for our needs.
Corn prices for our non-US affiliates generally fluctuate as a result
of the same factors that affect US corn prices.
Due to the competitive nature of our industry and the availability
of substitute products not produced from corn, such as sugar from
cane or beets, end product prices may not necessarily fluctuate in
a manner that correlates to raw material costs of corn.
We follow a policy of hedging our exposure to commodity
fluctuations with commodities futures contracts for certain of our
North American corn purchases. Our firm-priced business is hedged.
Other business may or may not be hedged at any given time based
on management’s judgment as to the need to fix the costs of our
raw materials to protect our profitability. See Item 7A, Quantitative
and Qualitative Disclosures about Market Risk, in the section enti-
tled “Commodity Costs” for additional information.
Research and Development
With the acquisition of National Starch, the Company has obtained
a global research and development capability concentrated in
Bridgewater, New Jersey. Activities at Bridgewater include plant
science and physical, chemical and biochemical modifications to
food formulation, as well as development of non-food applications
such as starch-based biopolymers. In addition, Corn Products has
product application technology centers that direct our product
development teams worldwide to create product application solu-
tions to better serve the ingredient needs of our customers. Product
development activity is focused on developing product applications
for identified customer and market needs. Through this approach,
we have developed value-added products for use by customers in
various industries. We usually collaborate with customers to develop
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4
CORN PRODUCTS INTERNATIONAL
the desired product application either in the customers’ facilities,
our technical service laboratories or on a contract basis. These
efforts are supported by our marketing, product technology and
technology support staff.
Sales and Distribution
Our salaried sales personnel, who are generally dedicated to
customers in a geographic region, sell our products directly to
manufacturers and distributors. In addition, we have a staff that
provides technical support to our sales personnel on an industry
basis. We generally contract with trucking companies to deliver our
bulk products to customer destinations. In North America, we gen-
erally use trucks to ship to nearby customers. For those customers
located considerable distances from our plants, we use either rail
or a combination of railcars and trucks to deliver our product. We
generally lease railcars for terms of five to fifteen years.
Patents, Trademarks and Technical License Agreements
We own a number of patents, including approximately 800 patents
and patents pending through the acquisition of National Starch which
relate to a variety of products and processes, and a number of
established trademarks under which we market our products. We
also have the right to use other patents and trademarks pursuant
to patent and trademark licenses. We do not believe that any indi-
vidual patent or trademark is material to our business. There is
no currently pending challenge to the use or registration of any of
our significant patents or trademarks that would have a material
adverse impact on the Company or its results of operations if
decided adversely to us.
We are a party to technical license agreements with third parties
in South Africa and Venezuela whereby we provide technical, man-
agement and business advice on the operations of corn refining
businesses and receive royalties in return. These arrangements
provide us with product penetration in these countries, as well as
experience and relationships that could facilitate future expansion.
The duration of the agreements range from one to three years,
and these agreements can be extended by mutual agreement.
These relationships have been in place for many years. We receive
approximately $2 million of annual income for services provided
under these agreements.
Employees
As of December 31, 2010 we had approximately 10,700 employees,
of which approximately 1,900 were located in the United States.
Approximately 39 percent of US and 54 percent of our non-US
employees are unionized. In addition, the Company has approxi-
mately 1,000 temporary employees.
Government Regulation and Environmental Matters
As a manufacturer and maker of food items and items for use in
the pharmaceutical industry, our operations and the use of many
of our products are subject to various US, state, foreign and local
statutes and regulations, including the Federal Food, Drug and
Cosmetic Act and the Occupational Safety and Health Act. We
and many of our products are also subject to regulation by various
government agencies, including the United States Food and Drug
Administration. Among other things, applicable regulations pre-
scribe requirements and establish standards for product quality,
purity and labeling. Failure to comply with one or more regulatory
requirements can result in a variety of sanctions, including mone-
tary fines. No such fines of a material nature were imposed on
us in 2010. We may also be required to comply with US, state,
foreign and local laws regulating food handling and storage. We
believe these laws and regulations have not negatively affected
our competitive position.
Our operations are also subject to various US, state, foreign
and local laws and regulations with respect to environmental mat-
ters, including air and water quality and underground fuel storage
tanks, and other regulations intended to protect public health and
the environment. The Company operates industrial boilers that fire
natural gas, coal, or biofuels to operate its manufacturing facilities
and are its primary source of greenhouse gas emissions. Based on
current laws and regulations and the enforcement and interpretations
thereof, we do not expect that the costs of future environmental
compliance will be a material expense, although there can be no
assurance that we will remain in compliance or that the costs of
remaining in compliance will not have a material adverse effect
on our future financial condition and results of operations.
During 2010 we spent approximately $6 million for environmental
control and wastewater treatment equipment to be incorporated into
existing facilities and in planned construction projects. We currently
anticipate that we will spend approximately $4 million for environ-
mental facilities and programs in 2011 and a similar amount in 2012.
Other
Our Internet address is www.cornproducts.com. We make available,
free of charge through our Internet website, our annual report on
Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, and amendments to those reports filed or furnished
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended. These reports are made available as soon
as reasonably practicable after they are electronically filed with
or furnished to the Securities and Exchange Commission. Our
corporate governance guidelines, Board committee charters and
CORN PRODUCTS INTERNATIONAL
5
code of ethics are posted on our website, the address of which
is www.cornproducts.com, and each is available in print to any
shareholder upon request in writing to Corn Products International,
Inc., 5 Westbrook Corporate Center, Westchester, Illinois 60154
Attention: Corporate Secretary. The contents of our website are
not incorporated by reference into this report.
Executive Officers of the Registrant
Set forth below are the names and ages of all of our executive
officers, indicating their positions and offices with the Company
and other business experience during the past five years. Our
executive officers are elected annually by the Board to serve until
the next annual election of officers and until their respective suc-
cessors have been elected and have qualified unless removed
by the Board.
Ilene S. Gordon
57
Chairman of the Board, President and Chief Executive Officer of
the Company since May 4, 2009. She was President and Chief
Executive Officer of Rio Tinto’s Alcan Packaging, a multinational
business unit engaged in flexible and specialty packaging, from
October 2007 until she took office as Chairman of the Board,
President and Chief Executive Officer of the Company. From
December 2006 to October 2007, Ms. Gordon was a Senior Vice
President of Alcan Inc. and President and Chief Executive Officer
of Alcan Packaging. Alcan Packaging was acquired by Rio Tinto
in October 2007. From 2004 until December 2006, Ms. Gordon
served as President of Alcan Food Packaging Americas, a division
of Alcan Inc. From 1999 until Alcan’s December 2003 acquisition
of Pechiney Group, Ms. Gordon was a Senior Vice President of
Pechiney Group and President of Pechiney Plastic Packaging, Inc.,
a global flexible packaging business. Prior to joining Pechiney in
June 1999, Ms. Gordon spent 17 years with Tenneco Inc., where
she most recently served as Vice President and General Manager,
heading up Tenneco’s folding carton business. Ms. Gordon also
serves as a director of Arthur J. Gallagher & Co., an international
insurance brokerage and risk management business, Northwestern
Memorial Hospital, The Executive Club of Chicago, and The Chicago
Council on Global Affairs. She is also a trustee of The Conference
Board. Ms. Gordon served as a director of United Stationers Inc.,
a wholesale distributor of business products and a provider of
marketing and logistics services to resellers, from January 2000
until May 2009. She holds a Bachelor’s degree in Mathematics from
the Massachusetts Institute of Technology (MIT) and a Master’s
degree in Management from MIT’s Sloan School of Management.
Cheryl K. Beebe
55
Executive Vice President and Chief Financial Officer since October 1,
2010. Ms. Beebe previously served as Vice President and Chief
Financial Officer from February 2004 to September 30, 2010,
as Vice President, Finance from July 2002 to February 2004, as
Vice President from 1999 to 2002 and as Treasurer from 1997 to
February 2004. Prior to that, she served as Director of Finance
and Planning worldwide for the Corn Refining Business of CPC
International, Inc., now Unilever Bestfoods (“CPC”), from 1995
to 1997 and as Director of Financial Analysis and Planning for
Corn Products North America from 1993. Ms. Beebe joined CPC
in 1980 and served in various financial positions in CPC’s US
consumer food business, North American audit group and worldwide
corporate treasury group. Ms. Beebe is a member of the Board
of Directors of Packaging Corporation of America. She holds a
Bachelor of Science degree in Accounting from Rutgers University
and a Masters of Business Administration degree from Fairleigh
Dickenson University.
Julio dos Reis
55
Senior Vice President and President, South America Ingredient
Solutions since October 1, 2010. Mr. dos Reis served as Vice
President and President, South America Division from September 1,
2010 to September 30, 2010. Mr. dos Reis previously served as
President and General Manager of the South America Division’s
Southern Cone from September 17, 2003 to August 31, 2010. Prior
thereto, he joined CPC in 1994 as Argentina’s Corporate Internal
Audit Manager, and held positions of increasing responsibility,
including Supply Chain Manager and Chief Financial Officer. Prior to
joining CPC, he served in a number of management roles for IBM
Corporation. He began his career with Price Waterhouse in 1977.
He holds a Bachelor of Science degree in Business Administration
from the University of Buenos Aires in Argentina; a postgraduate
degree in Negotiation from the Pontificia Universidad Catolica
Argentina, and a certificate from the Advanced Executive Program
from the Kellogg School of Management at Northwestern University
in Evanston, Illinois.
Jack C. Fortnum
54
Executive Vice President and President, Global Beverage,
Industrial and North America Sweetener Solutions since October 1,
2010. Mr. Fortnum previously served as Vice President since 1999
and President of the North America Division from May 2004 to
September 30, 2010. Prior to that he served as President, US/
Canadian Region from July 2003 to May 2004, and as President,
US Business from February 2002 until July 2003. Prior to that, Mr.
Fortnum served as Executive Vice President, US/Canadian Region
6
CORN PRODUCTS INTERNATIONAL
from August 2001 until February 2002, as the Controller from 1997
to 2001, as the Vice President of Finance for Refineries de Maiz,
CPC’s Argentine subsidiary, from 1995 to 1997, as the Director of
Finance and Planning for CPC’s Latin America Corn Refining Division
from 1993 to 1995, and as the Vice President and Comptroller of
Canada Starch Operating Company Inc., the Canadian subsidiary
of CPC, and as the Vice President of Finance of the Canadian Corn
Refining Business from 1989. Mr. Fortnum is a member of the
Boards of Directors of the Chicagoland Chamber of Commerce,
the Corn Refiners Association and Greenfield Ethanol, Inc. He
holds a Bachelors degree in Economics from the University of
Toronto and completed the Senior Business Administration Course
offered by McGill University.
Diane J. Frisch
56
Senior Vice President, Human Resources since October 1, 2010.
Ms. Frisch previously served as Vice President, Human Resources,
from May 1, 2010 to September 30, 2010. Prior to that, Ms. Frisch
served as Vice President of Human Resources and Communications
for the Food Americas and Global Pharmaceutical Packaging busi-
nesses of Rio Tinto’s Alcan Packaging, a multinational company
engaged in flexible and specialty packaging, from January 2004
to March 30, 2010. Prior to being acquired by Alcan Packaging,
Ms. Frisch served as Vice President of Human Resources for the
flexible packaging business of Pechiney, S.A. an aluminum and
packaging company with headquarters in Paris and Chicago, from
January 2001 to January 2004. Previously, she served as Vice
President of Human Resources for Culligan International Company;
Vice President and Director of Human Resources for Alumax Mill
Products, Inc., a division of Alumax Inc.; Director of Human
Resources for U.S. Reduction Company; and Manager of Human
Resources for American Can Company. Ms. Frisch holds a Bachelor
of Arts degree in Psychology from Ithaca College, Ithaca, NY, and
a Master of Science in Industrial Relations from the University
of Wisconsin in Madison.
Kimberly A. Hunter
49
Corporate Treasurer since February 2004. Ms. Hunter previously
served as Director of Corporate Treasury from September 2001
to February 2004. Prior to that, she served as Managing Director,
Investment Grade Securities at Bank One Corporation, a financial
institution, from 1997 to 2000 and as Vice President, Capital
Markets of Bank One from 1992 to 1997. Ms. Hunter holds
Bachelors degrees in Government and Economics from Harvard
University and a Masters in Business Administration from the
University of Chicago.
Mary Ann Hynes
63
Senior Vice President, General Counsel, Corporate Secretary
and Chief Compliance Officer since October 1, 2010. Ms. Hynes
previously served as Vice President, General Counsel and Corporate
Secretary from March 2006 to September 30, 2010 and, addition-
ally, Chief Compliance Officer since January 2008. Prior to that,
Ms. Hynes was Senior Vice President and General Counsel,
Chief Legal Officer for IMC Global Inc., a producer and distributor
of crop nutrients and animal feed ingredients, from July 1999 to
October 2004, and a consultant to The Mosaic Company, also a
producer and distributor of crop nutrients and animal feed ingredi-
ents, from October 2004 to October 2005. The Mosaic Company
acquired IMC Global Inc. in October 2004. She holds a Bachelors
of Political Science and Mathematics from Loyola University, Juris
Doctor and Master of Laws – Taxation degrees from John Marshall
Law School and an Executive Masters of Business Administration
degree from the Lake Forest Graduate School of Business in
Chicago.
Robin A. Kornmeyer
62
Vice President since September 2002 and Controller since January
2002. Mr. Kornmeyer previously served as Corporate Controller at
Foster Wheeler Ltd., a worldwide engineering and construction
company, from 2000 to 2002. He holds a Bachelors degree in
Economics and Business Administration from Lebanon Valley
College, Annville, Pennsylvania.
John F. Saucier
57
Senior Vice President, Corporate Strategy and Global Business
Development since October 1, 2010. Mr. Saucier previously served
as Vice President and President Asia/Africa Division and Global
Business Development from November 2007 to September 30, 2010.
Mr. Saucier previously served as Vice President, Global Business
and Product Development, Sales and Marketing from April 2006 to
November 2007. Prior to that, Mr. Saucier was President, Integrated
Nylon Division of Solutia Inc., a specialty chemical manufacturer
from May 2004 to March 2005, and Vice President of Solutia and
General Manager of its Integrated Nylon Division from September
2001 to May 2004. Solutia Inc. and 14 of its US subsidiaries filed
voluntary petitions under the bankruptcy laws in December 2003.
Mr. Saucier holds Bachelors and Masters degrees in Mechanical
Engineering from the University of Missouri and a Masters degree
in Business Administration from Washington University in St. Louis.
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CORN PRODUCTS INTERNATIONAL
7
James P. Zallie
49
Executive Vice President and President, Global Ingredient Solutions
since October 1, 2010. Mr. Zallie previously served as President
and Chief Executive Officer of National Starch from January 2007
to September 30, 2010 Mr. Zallie worked for National Starch for
more than 27 years in various positions of increasing responsibility,
first in technical, then marketing and then international business
management positions. For the last two years, Mr. Zallie led the
transition and integration of National Starch from ownership by
Imperial Chemical Industries PLC to ownership by Akzo Nobel N.V.
while concurrently overseeing National Starch management’s role
in activities for Akzo Nobel’s divestment of the business. In addition
to his new multi-regional business and global market segment
responsibilities for Corn Products, Mr. Zallie also is responsible for
leading global innovation activities and manufacturing network opti-
mization. He holds Master’s degrees in Food Science and Business
Administration from Rutgers University and a Bachelor of Science
degree in Food Science from Pennsylvania State University.
ITEM 1A. RISK FACTORS
Our business and assets are subject to varying degrees of risk
and uncertainty. The following are factors that we believe could
cause our actual results to differ materially from expected and
historical results. Additional risks that are currently unknown to
us may also impair our business or adversely affect our financial
condition or results of operations. In addition, forward-looking
statements within the meaning of the federal securities laws that
are contained in this Form 10-K or in our other filings or state-
ments may be subject to the risks described below as well as
other risks and uncertainties. Please read the cautionary notice
regarding forward-looking statements in Item 7 below.
Current economic conditions may adversely impact demand for
our products, reduce access to credit and cause our customers
and others with which we do business to suffer financial hard-
ship, all of which could adversely impact our business, results
of operations, financial condition and cash flows.
Economic conditions are weak in the US and many other
countries and regions in which we do business, and may remain
challenging for the foreseeable future. General business and
economic conditions that could affect us include short-term and
long-term interest rates, unemployment, inflation, fluctuations in
debt markets and the strength of the US economy and the local
economies in which we operate. While currently these conditions
have not impaired our ability to access credit markets and finance
our operations, there can be no assurance that there will not be
a further deterioration in the financial markets.
There could be a number of other effects from these economic
developments on our business, including reduced consumer demand
for products; insolvency of our customers, resulting in increased
provisions for credit losses; decreased customer demand, including
order delays or cancellations and counterparty failures negatively
impacting our operations.
In connection with our defined benefit pension plans, adverse
changes in investment returns earned on pension assets and discount
rates used to calculate pension and related liabilities or changes in
required pension funding levels may have an unfavorable impact
on future pension expense and cash flow.
In addition, the currently weak worldwide economic conditions
and market instability make it increasingly difficult for us, our
customers and our suppliers to accurately forecast future product
demand trends, which could cause us to produce excess products
that can increase our inventory carrying costs. Alternatively, this
forecasting difficulty could cause a shortage of products that could
result in an inability to satisfy demand for our products.
We operate a multinational business subject to the economic,
political and other risks inherent in operating in foreign countries
and with foreign currencies.
We have operated in foreign countries and with foreign currencies
for many years. Our results are subject to foreign currency exchange
fluctuations. Our operations are subject to political, economic and
other risks. There has been and continues to be significant political
uncertainty in some countries in which we operate. Economic
changes, terrorist activity and political unrest may result in business
interruption or decreased demand for our products. Protectionist
trade measures and import and export licensing requirements
could also adversely affect our results of operations. Our success
will depend in part on our ability to manage continued global
political and/or economic uncertainty.
We primarily sell world commodities. Historically, local prices
have adjusted relatively quickly to offset the effect of local currency
devaluations, but there can be no assurance that this will continue
to be the case. We may hedge transactions that are denominated
in a currency other than the currency of the operating unit entering
into the underlying transaction. We are subject to the risks normally
attendant to such hedging activities.
8
CORN PRODUCTS INTERNATIONAL
Raw material and energy price fluctuations, and supply
interruptions and shortages could adversely affect our
results of operations.
Our finished products are made primarily from corn. Purchased
corn accounts for between 40 percent and 65 percent of finished
product costs. Energy costs represent approximately 12 percent
of our finished product costs. We use energy primarily to create
steam in our production process and to dry product. We consume
coal, natural gas, electricity, wood and fuel oil to generate energy.
The market prices for these commodities may vary considerably
depending on supply and demand, world economies and other
factors. We purchase these commodities based on our anticipated
usage and future outlook for these costs. We cannot assure that we
will be able to purchase these commodities at prices that we can
adequately pass on to customers to sustain or increase profitability.
In North America, we sell a large portion of our finished products
at firm prices established in supply contracts typically lasting for
periods of up to one year. In order to minimize the effect of volatility
in the cost of corn related to these firm-priced supply contracts,
we enter into corn futures contracts, or take other hedging posi-
tions in the corn futures market. We are unable to hedge price risk
related to co-product sales. These derivative contracts typically
mature within one year. At expiration, we settle the derivative
contracts at a net amount equal to the difference between the
then-current price of corn and the futures contract price. These
hedging instruments are subject to fluctuations in value; however,
changes in the value of the underlying exposures we are hedging
generally offset such fluctuations. The fluctuations in the fair value
of these hedging instruments may affect the cash flow of the
Company. We fund any unrealized losses or receive cash for any
unrealized gains on a daily basis. While the corn futures contracts
or hedging positions are intended to minimize the effect of volatil-
ity of corn costs on operating profits, the hedging activity can
result in losses, some of which may be material. Outside of North
America, sales of finished products under long-term, firm-priced
supply contracts are not material. We also use derivative financial
instruments to hedge portions of our natural gas costs, primarily
in our North American operations.
Due to market volatility, we cannot assure that we can
adequately pass potential increases in the cost of corn on
to customers through product price increases or purchase
quantities of corn at prices sufficient to sustain or increase
our profitability.
Our corn purchasing costs, which include the price of the corn plus
delivery cost, account for 40 percent to 65 percent of our product
costs. The price and availability of corn is influenced by economic
and industry conditions, including supply and demand factors such
as crop disease and severe weather conditions such as drought,
floods or frost that are difficult to anticipate and which we cannot
control. There is also a demand for corn in the US to produce ethanol
which has been significantly impacted by US governmental policies
designed to encourage the production of ethanol. In addition, gov-
ernment programs supporting sugar prices indirectly impact the
price of corn sweeteners, especially high fructose corn syrup.
Our profitability may be affected by other factors beyond
our control.
Our operating income and ability to increase profitability depend to
a large extent upon our ability to price finished products at a level
that will cover manufacturing and raw material costs and provide
an acceptable profit margin. Our ability to maintain appropriate
price levels is determined by a number of factors largely beyond
our control, such as aggregate industry supply and market demand,
which may vary from time to time, and the economic conditions of
the geographic regions where we conduct our operations.
We operate in a highly competitive environment and it may be
difficult to preserve operating margins and maintain market share.
We operate in a highly competitive environment. Many of our
products compete with virtually identical or similar products manu-
factured by other companies in the starch and sweetener industry.
In the United States, there are competitors, several of which are
divisions of larger enterprises that have greater financial resources
than we do. Some of these competitors, unlike us, have vertically
integrated their corn refining and other operations. Many of our prod-
ucts also compete with products made from raw materials other
than corn. Fluctuation in prices of these competing products may
affect prices of, and profits derived from, our products. Competition
in markets in which we compete is largely based on price, quality
and product availability.
CORN PRODUCTS INTERNATIONAL
9
Changes in consumer preferences and perceptions may lessen
the demand for our products, which could reduce our sales and
profitability and harm our business.
Food products are often affected by changes in consumer tastes,
national, regional and local economic conditions and demographic
trends. For instance, changes in prevailing health or dietary prefer-
ences causing consumers to avoid food products containing
sweetener products in favor of foods that are perceived as being
more healthy, could reduce our sales and profitability, and such a
reduction could be material. Increasing concern among consumers,
public health professionals and government agencies about the
potential health concerns associated with obesity and inactive
lifestyles represent a significant challenge to some of our cus-
tomers, including those engaged in the soft drink industry.
The uncertainty of acceptance of products developed through
biotechnology could affect our profitability.
The commercial success of agricultural products developed through
biotechnology, including genetically modified corn, depends in part
on public acceptance of their development, cultivation, distribution
and consumption. Public attitudes can be influenced by claims that
genetically modified products are unsafe for consumption or that
they pose unknown risks to the environment even if such claims
are not based on scientific studies. These public attitudes can
influence regulatory and legislative decisions about biotechnology
even where they are approved. The sale of the Company’s products
which may contain genetically modified corn could be delayed
or impaired because of adverse public perception regarding the
safety of the Company’s products and the potential effects of
these products on animals, human health and the environment.
Our profitability could be negatively impacted if we fail to
maintain satisfactory labor relations.
Approximately 39 percent of our US and 54 percent of our non-US
employees are members of unions. Strikes, lockouts or other work
stoppages or slow downs involving our unionized employees could
have a material adverse effect on us.
Our reliance on certain industries for a significant portion of
our sales could have a material adverse affect on our business.
Approximately 31 percent of our 2010 sales were made to
companies engaged in the processed foods industry and approxi-
mately 14 percent were made to companies in the soft drink
industry. Additionally, sales to the animal feed market and the
brewing industry represented approximately 13 percent and
11 percent of our 2010 net sales, respectively. If our processed
foods customers, soft drink customers, brewing industry customers
or animal feed customers were to substantially decrease their pur-
chases, our business might be materially adversely affected.
An outbreak of a life threatening communicable disease could
negatively impact our business.
If the economies of any countries where we sell or manufacture
products are affected by an outbreak of a life threatening commu-
nicable diseases such as Severe Acute Respiratory Syndrome
(“SARS”) or the Avian Flu, it could result in decreased sales and
unfavorably impact our business.
Government policies and regulations in general, and specifically
affecting agriculture-related businesses, could adversely affect
our operating results.
Our operating results could be affected by changes in trade,
monetary and fiscal policies, laws and regulations, and other activi-
ties of United States and foreign governments, agencies, and
similar organizations. These conditions include but are not limited
to changes in a country’s or region’s economic or political condi-
tions, trade regulations affecting production, pricing and marketing
of products, local labor conditions and regulations, reduced protec-
tion of intellectual property rights, changes in the regulatory or
legal environment, restrictions on currency exchange activities,
currency exchange fluctuations, burdensome taxes and tariffs,
and other trade barriers. International risks and uncertainties,
including changing social and economic conditions as well as
terrorism, political hostilities, and war, could limit our ability to
transact business in these markets and could adversely affect
our revenues and operating results.
Due to cross-border disputes, our operations could be adversely
affected by actions taken by the governments of countries where
we conduct business.
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10
CORN PRODUCTS INTERNATIONAL
The recognition of impairment charges on goodwill or long-lived
assets could adversely impact our future financial position
and results of operations.
In 2010, we recorded a $24 million write-off for impairment and
restructuring charges for the closure of our Chilean manufacturing
plant. In 2009, we recorded a write-off of $119 million of goodwill
pertaining to our operation in South Korea. See Note 4 of the
notes to the consolidated financial statements included in this
Form 10-K for additional information regarding these write-offs.
We perform an annual impairment assessment for goodwill and,
as necessary, for long-lived assets. If the results of such assess-
ments were to show that the fair value of our property, plant and
equipment or goodwill were less than the carrying values, we
could be required to recognize a charge for impairment of goodwill
and/or long-lived assets and the amount of the impairment charge
could be material. Our annual impairment assessment as of
September 30, 2010 did not result in any additional impairment
charges for the year.
Even though it was determined that there was no additional
long-lived asset impairment as of September 30, 2010, the future
occurrence of a potential indicator of impairment, such as a signifi-
cant adverse change in the business climate that would require a
change in our assumptions or strategic decisions made in response
to economic or competitive conditions, could require us to perform
an assessment prior to the next required assessment date of
September 30, 2011.
Changes in our tax rates or exposure to additional income tax
liabilities could impact our profitability.
We are subject to income taxes in the United States and in various
other foreign jurisdictions. Our effective tax rates could be adversely
affected by changes in the mix of earnings by jurisdiction, changes
in tax laws or tax rates, changes in the valuation of deferred tax
assets and liabilities, and material adjustments from tax audits.
In particular, the carrying value of deferred tax assets, which
are predominantly in the US, is dependent upon our ability to gen-
erate future taxable income in the US. In addition, the amount of
income taxes we pay is subject to ongoing audits in various juris-
dictions and a material assessment by a governing tax authority
could affect our profitability.
Operating difficulties at our manufacturing plants could
adversely affect our operating results.
Producing starches and sweeteners through corn refining is a
capital intensive industry. We have 37 plants and have preventive
maintenance and de-bottlenecking programs designed to maintain
and improve grind capacity and facility reliability. If we encounter
operating difficulties at a plant for an extended period of time or
start up problems with any capital improvement projects, we may
not be able to meet a portion of sales order commitments and
could incur significantly higher operating expenses, both of which
could adversely affect our operating results. We also use boilers to
generate steam required in our manufacturing processes. An event
that impaired the operation of a boiler for an extended period of
time could have a significant adverse effect on the operations of
any plant where such event occurred.
We may not have access to the funds required for future
growth and expansion.
We may need additional funds for working capital to grow and
expand our operations. We expect to fund our capital expenditures
from operating cash flow to the extent we are able to do so. If our
operating cash flow is insufficient to fund our capital expenditures,
we may either reduce our capital expenditures or utilize our gen-
eral credit facilities. We may also seek to generate additional
liquidity through the sale of debt or equity securities in private or
public markets or through the sale of non-productive assets. We
cannot provide any assurance that our cash flows from operations
will be sufficient to fund anticipated capital expenditures or that
we will be able to obtain additional funds from financial markets or
from the sale of assets at terms favorable to us. If we are unable
to generate sufficient cash flows or raise sufficient additional
funds to cover our capital expenditures, we may not be able to
achieve our desired operating efficiencies and expansion plans,
which may adversely impact our competitiveness and, therefore,
our results of operations.
Increased interest rates could increase our borrowing costs.
From time to time we may issue securities to finance acquisitions,
capital expenditures, working capital and for other general corporate
purposes. An increase in interest rates in the general economy could
result in an increase in our borrowing costs for these financings,
as well as under any existing debt that bears interest at an unhedged
floating rate.
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CORN PRODUCTS INTERNATIONAL
11
We may not successfully identify and complete acquisitions
or strategic alliances on favorable terms or achieve anticipated
synergies relating to any acquisitions or alliances, and such
acquisitions could result in unforeseen operating difficulties and
expenditures and require significant management resources.
We regularly review potential acquisitions of complementary
businesses, technologies, services or products, as well as potential
strategic alliances. We may be unable to find suitable acquisition
candidates or appropriate partners with which to form partnerships
or strategic alliances. Even if we identify appropriate acquisition or
alliance candidates, we may be unable to complete such acquisitions
or alliances on favorable terms, if at all. In addition, the process of
integrating an acquired business, including National Starch, technol-
ogy, service or product into our existing business and operations
may result in unforeseen operating difficulties and expenditures.
Integration of an acquired company also may require significant
management resources that otherwise would be available for
ongoing development of our business. Moreover, we may not real-
ize the anticipated benefits of any acquisition, including National
Starch, or strategic alliance, and such transactions may not gener-
ate anticipated financial results. Future acquisitions could also
require us to issue equity securities, incur debt, assume contin-
gent liabilities or amortize expenses related to intangible assets,
any of which could harm our business.
Our inability to contain costs could adversely affect our future
profitability and growth.
Our future profitability and growth depends on our ability to
contain operating costs and per-unit product costs and to maintain
and/or implement effective cost control programs, while at the
same time maintaining competitive pricing and superior quality
products, customer service and support. Our ability to maintain a
competitive cost structure depends on continued containment of
manufacturing, delivery and administrative costs, as well as the
implementation of cost-effective purchasing programs for raw
materials, energy and related manufacturing requirements.
If we are unable to contain our operating costs and maintain
the productivity and reliability of our production facilities, our prof-
itability and growth could be adversely affected.
Volatility in the stock market, fluctuations in quarterly
operating results and other factors could adversely affect
the market price of our common stock.
The market price for our common stock may be significantly
affected by factors such as our announcement of new products or
services or such announcements by our competitors; technologi-
cal innovation by us, our competitors or other vendors; quarterly
variations in our operating results or the operating results of our
competitors; general conditions in our or our customers’ markets;
and changes in the earnings estimates by analysts or reported
results that vary materially from such estimates. In addition, the
stock market has experienced significant price fluctuations that
have affected the market prices of equity securities of many com-
panies that have been unrelated to the operating performance of
any individual company.
No assurance can be given that we will continue to
pay dividends.
The payment of dividends is at the discretion of our Board of
Directors and will be subject to our financial results and the
availability of surplus funds to pay dividends.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 2. PROPERTIES
We operate, directly and through our consolidated subsidiaries,
37 manufacturing facilities, all of which are owned. In addition, we
lease our corporate headquarters in Westchester, Illinois and our
National Starch facility in Bridgewater, New Jersey. The following
list details the locations of our manufacturing facilities within each
of our three geographic regions:
North America
Cardinal, Ontario, Canada
London, Ontario, Canada
Port Colborne, Ontario, Canada
San Juan del Rio, Queretaro, Mexico
Guadalajara, Jalisco, Mexico
Mexico City, Edo, Mexico
Stockton, California, U.S.
Bedford Park, Illinois, U.S.
Mapleton, Illinois, U.S.
Indianapolis, Indiana, U.S.
North Kansas City, Missouri, U.S.
Winston-Salem, North Carolina, U.S.
Charleston, South Carolina, U.S.
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12
CORN PRODUCTS INTERNATIONAL
South America
Baradero, Argentina
Chacabuco, Argentina
Balsa Nova, Brazil
Cabo, Brazil
Conchal, Brazil
Mogi-Guacu, Brazil
Rio de Janeiro, Brazil
Trombudo, Brazil
Barranquilla, Colombia
Cali, Colombia
Lima, Peru
Asia/Africa
Lane Cove, Australia
Shanghai, China
Shouguang, China
Eldoret, Kenya
Cornwala, Pakistan
Faisalabad, Pakistan
Ichon, South Korea
Inchon, South Korea
Ban Kao Dien, Thailand
Kalasin, Thailand
Sikhiu, Thailand
Europe
Hamburg, Germany
Goole, United Kingdom
We believe our manufacturing facilities are sufficient to meet our
current production needs. We have preventive maintenance and
de-bottlenecking programs designed to further improve grind
capacity and facility reliability.
We have electricity co-generation facilities at all of our US and
Canadian plants with the exception of Indianapolis, North Kansas
City, Charleston and Mapleton, as well as at our plants in San Juan
del Rio, Mexico; Baradero, Argentina; and Balsa Nova and Mogi-
Guacu, Brazil, that provide electricity at a lower cost than is
available from third parties. We generally own and operate these
co-generation facilities, except for the facilities at our Stockton,
California; Cardinal, Ontario; and Balsa Nova and Mogi-Guacu,
Brazil locations, which are owned by, and operated pursuant to
co-generation agreements with, third parties.
In recent years, we have made significant capital expenditures
to update, expand and improve our facilities, spending $159 million
in 2010. We believe these capital expenditures will allow us to operate
efficient facilities for the foreseeable future. We currently anticipate
that capital expenditures for 2011 will approximate $280 million to
$300 million.
ITEM 3. LEGAL PROCEEDINGS
On October 21, 2003, we submitted, on our own behalf and
on behalf of our Mexican affiliate, CPIngredientes, S.A. de C.V.,
(previously known as Compania Proveedora de Ingredientes)
a Request for Institution of Arbitration Proceedings Submitted
Pursuant to Chapter 11 of the North American Free Trade
Agreement (“NAFTA”) (the “Request”). The Request was sub-
mitted to the Additional Office of the International Centre for
Settlement of Investment Disputes and was brought against the
United Mexican States. In the Request, we asserted that the
imposition by Mexico of a discriminatory tax on beverages con-
taining HFCS in force from 2002 through 2006 breached various
obligations of Mexico under NAFTA. The case was bifurcated into
two phases, liability and damages, and a hearing on liability was
held before a Tribunal in July 2006. In a Decision dated January 15,
2008, the Tribunal issued an order holding that Mexico had violated
NAFTA Article 1102, National Treatment. In July 2008, a hearing
regarding the quantum of damages was held before the same
Tribunal. We sought damages and pre- and post-judgment interest
totaling $288 million through December 31, 2008. In an award
rendered August 18, 2009, the Tribunal awarded damages to the
Company in the amount of $58.4 million, as a result of the tax
and certain out-of-pocket expenses incurred by CPIngredientes,
together with accrued interest (the “Award”). On October 1, 2009,
we submitted to the Tribunal a request for correction of the Award
to avoid effective double taxation on the amount of the Award in
Mexico. On January 24 and 25, 2011, we received cash payments
totaling $58.4 million from the Government of the United Mexican
States pursuant to an award rendered in our favor by the Tribunal
in 2009 (and corrected in 2010). Mexico made this payment pursuant
to an agreement with Corn Products International that provides for
terminating pending post-award litigation and waiving post-award
interest. The $58.4 million award will be recorded in the Company’s
first quarter 2011 consolidated financial statements.
See also Note 13 of the notes to the consolidated financial
statements.
We are currently subject to various other claims and suits
arising in the ordinary course of business, including certain envi-
ronmental proceedings. We do not believe that the results of such
legal proceedings, even if unfavorable to us, will be material to
us. There can be no assurance, however, that such claims or suits
or those arising in the future, whether taken individually or in the
aggregate, will not have a material adverse effect on our financial
condition or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
There were no matters submitted to a vote of our security holders,
through the solicitation of proxies or otherwise, during the quarter
ended December 31, 2010.
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CORN PRODUCTS INTERNATIONAL
13
ITEM 5. MARKET FOR REGISTRANT’S COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Shares of our common stock are traded on the New York
Stock Exchange (“NYSE”) under the ticker symbol “CPO.” The
number of holders of record of our common stock was 6,600
at January 31, 2010.
We have a history of paying quarterly dividends. The amount and
timing of the dividend payment, if any, is based on a number of
factors including estimated earnings, financial position and cash flow.
The payment of a dividend is solely at the discretion of our Board
of Directors. Future dividend payments will be subject to our finan-
cial results and the availability of surplus funds to pay dividends.
The quarterly high and low sales prices for our common stock
and cash dividends declared per common share for 2009 and 2010
are shown below.
1st Qtr
2nd Qtr
3rd Qtr
4th Qtr
2010
Market prices
High
$35.73
$37.62
$39.36
$48.00
Low
26.23
30.25
28.70
37.12
Per share dividends
$««0.14
$««0.14
$««0.14
$««0.14
2009
Market prices
High
$31.15
$28.97
$32.37
$31.90
Low
17.80
18.04
24.15
26.70
Per share dividends
$««0.14
$««0.14
$««0.14
$««0.14
Issuer Purchases of Equity Securities:
The following table summarizes information with respect to our
purchases of our common stock during the fourth quarter of 2010.
Maximum
Number (or
Total
Approximate
Number
Dollar Value)
of Shares
of Shares
Purchased
that may yet
as part
be Purchased
Total
of Publicly
Under the
Number
Average
Announced
Plans or
of Shares
Price Paid
Plans or
Programs at
(shares in thousands)
Purchased
Per Share
Programs
end of period
Oct. 1 – Oct. 31, 2010
–
–
–
4,685
shares
Nov. 1 – Nov. 30, 2010
–
–
–
4,685
shares
Dec. 1 – Dec. 31, 2010
–
–
–
4,685 shares
Total
–
–
–
On November 17, 2010, our Board of Directors authorized
an extension of our stock repurchase program permitting us to
purchase up to 5 million shares of our outstanding common stock
through November 30, 2015. The stock repurchase program was
authorized by the Board of Directors on November 7, 2007 and
would have expired on November 30, 2010. As of December 31,
2010, we had 4.7 million shares available for repurchase under
this program.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data is provided below.
(in millions,
except per share amounts)
2010
(a)
2009
2008
2007
2006
Summary of operations:
Net sales
$4,367
$3,672
$3,944
$3,391
$2,621
Net income
attributable to CPI
169
(b)
41
(c)
267
198
124
Net earnings per
common share of CPI:
Basic
$««2.24
(b)
$÷0.55
(c)
$÷3.59
$÷2.65
$÷1.67
Diluted
$««2.20
(b)
$÷0.54
(c)
$÷3.52
$÷2.59
$÷1.63
Cash dividends declared
per common share of CPI
$««0.56
$÷0.56
$÷0.54
$÷0.40
$÷0.33
Balance sheet data:
Working capital
$÷«862
$÷«480
$÷«438
$÷«415
$÷«320
Property, plant and
equipment – net
2,123
1,564
1,447
1,500
1,356
Total assets
5,071
2,952
3,207
3,103
2,645
Long-term debt
1,681
408
660
519
480
Total debt
1,769
544
866
649
554
Redeemable
common stock
–
14
14
19
44
Total equity
(d)
$2,002
$1,704
$1,406
$1,626
$1,349
Shares outstanding,
year end
76.0
74.9
74.5
73.8
74.3
Additional data:
Depreciation and
amortization
$÷«155
$÷«130
$÷«128
$÷«125
$÷«114
Capital expenditures
159
146
228
177
171
(a)
Includes National Starch from October 1, 2010 forward.
(b)
Includes $14 million of after-tax charges for bridge loan and other financing costs ($0.18 per
diluted common share), after-tax acquisition-related costs of $26 million ($0.34 per diluted
common share), after-tax charges of $22 million ($0.29 per diluted common share) for impaired
assets and other costs primarily associated with our operations in Chile and after-tax charges
of $18 million ($0.23 per diluted common share) relating to the sale of National Starch
inventory that was adjusted to fair value at the acquisition date in accordance with business
combination accounting rules. See Notes 3, 4 and 6 of the notes to the consolidated financial
statements included in this Annual Report on Form 10-K for additional information.
(c)
Includes after-tax charges for impaired assets and restructuring costs of $110 million,
or $1.47 per diluted common share. See Note 4 of the notes to the consolidated financial
statements included in this Annual Report on Form 10-K for additional information.
(d)
Includes non-controlling interests.
Part II
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14
CORN PRODUCTS INTERNATIONAL
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
On October 1, 2010, we completed our acquisition of National
Starch, a global provider of specialty starches, from Akzo Nobel
N.V., a global coatings and specialty chemicals company, headquar-
tered in The Netherlands. We acquired 100 percent of National Starch
through asset purchases in certain countries and stock purchases
in certain countries. The purchase price was $1.354 billion in cash,
subject to certain post-closing adjustments. The funding of the
purchase price was provided principally from borrowings. The results
of National Starch are included in our consolidated financial results
from October 1, 2010 forward.
The acquisition positions us with a broader portfolio of products,
enhanced geographic reach, and the ability to offer customers a
broad range of value-added ingredient solutions for a variety of their
evolving needs. National Starch had sales of $1.2 billion in 2009
and provides us with, among other things, 11 additional manufac-
turing facilities in 8 countries, across 5 continents. The acquisition
also provides additional sales and technical offices around the
world. With the acquisition, we now employ approximately 10,700
people in North America, South America, Asia/Africa and Europe.
We operate 37 manufacturing facilities in 15 countries; have sales
offices in 29 countries, and have research and ingredient develop-
ment centers in key global markets.
See Note 3 of the notes to the consolidated financial statements
for additional information related to the acquisition.
We are one of the world’s largest corn refiners and a major
supplier of high-quality food ingredients, industrial products and
specialty starches derived from the wet milling and processing of
corn and other starch-based materials. The corn refining industry is
highly competitive. Many of our products are viewed as commodi-
ties that compete with virtually identical products manufactured
by other companies in the industry. As noted above, we have 37
manufacturing plants located throughout North America, South
America, Asia/Africa and Europe, and we manage and operate our
businesses at a local level. We believe this approach provides us
with a unique understanding of the cultures and product require-
ments in each of the geographic markets in which we operate,
bringing added value to our customers. Our sweeteners are found
in products such as baked goods, candies, chewing gum, dairy
products and ice cream, soft drinks and beer. Our starches are
a staple of the food, paper, textile and corrugating industries.
Critical success factors in our business include managing our
significant manufacturing costs, including corn and utilities. In addi-
tion, due to our global operations we are exposed to fluctuations
in foreign currency exchange rates. We use derivative financial
instruments, when appropriate, for the purpose of minimizing
the risks and/or costs associated with fluctuations in commodity
prices, foreign exchange rates and interest rates. Also, the capital
intensive nature of the corn wet milling industry requires that we
generate significant cash flow on a yearly basis in order to selec-
tively reinvest in the business and grow organically, as well as
through strategic acquisitions and alliances. We utilize certain key
metrics relating to working capital, debt and return on capital
employed to monitor our progress toward achieving our strategic
business objectives (see section entitled “Key Performance Metrics”).
Our business improved in 2010 as net sales, operating income,
net income and diluted earnings per common share grew from
the year ago period. Organic volume growth, lower corn costs,
improved plant utilization rates and the impact of owning National
Starch in the fourth quarter drove the earnings improvement.
Additionally, we enhanced our financial flexibility in 2010 by enter-
ing into a new $1 billion revolving credit facility. We continue to
see economic recovery in many of our international markets and
expect our business to grow in 2011.
We currently expect that our future operating cash flows and
borrowing availability under our credit facilities will provide us with
sufficient liquidity to fund our anticipated capital expenditures,
dividends, and other investing and/or financing strategies for the
foreseeable future.
Results of Operations
We have significant operations in North America, South America,
Asia/Africa and Europe. For most of our foreign subsidiaries, the
local foreign currency is the functional currency. Accordingly, rev-
enues and expenses denominated in the functional currencies of
these subsidiaries are translated into US dollars at the applicable
average exchange rates for the period. Fluctuations in foreign cur-
rency exchange rates affect the US dollar amounts of our foreign
subsidiaries’ revenues and expenses. The impact of currency
exchange rate changes, where significant, is described below.
As a result of the acquisition of National Starch, there are
significant fluctuations in our financial statements as compared
to 2009. While we will identify significant fluctuations due to the
acquisition, our discussion below will also exclude the impact of
the acquisition, where appropriate, to provide a more comparable
and meaningful analysis. Additionally, we have added a new region
for our acquired operations in Europe. See also Note 14 of the notes
to the consolidated financial statements for additional information.
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CORN PRODUCTS INTERNATIONAL
15
2010 Compared to 2009
Net Income Attributable to CPI
Net income attributable to
CPI for 2010 more than quadrupled to $169 million, or $2.20 per
diluted common share, from 2009 net income of $41 million,
or $0.54 per diluted common share. Our results for 2010 include
$14 million of after-tax charges for bridge loan and other financing
costs ($0.18 per diluted common share), after-tax acquisition-related
costs of $26 million ($0.34 per diluted common share), after-tax
costs of $18 million ($0.23 per diluted common share) relating to
the sale of National Starch inventory that was adjusted to fair value
at the acquisition date in accordance with business combination
accounting rules, and after-tax restructuring charges of $22 million
($0.29 per diluted common share) for impaired assets and other
costs primarily associated with the closing of our plant in Chile.
Our 2009 results include an after-tax charge of $110 million ($1.47
per diluted common share) for impaired assets and restructuring
costs. See also Note 4 of the notes to the consolidated financial
statements for additional information pertaining to the asset
impairments and restructurings.
Without the bridge loan and other financing costs, and the
impairment, restructuring and acquisition-related charges, net
income for 2010 would have grown 65 percent over 2009, while
our diluted earnings per common share would have risen 61 per-
cent. This net income growth primarily reflects an increase in
operating income across all of our regions principally driven by
organic sales volume growth, improved plant utilization rates,
lower corn costs, stronger foreign currencies and the earnings
from the acquired National Starch operations.
Net Sales
Net sales for 2010 increased to $4.37 billion from
$3.67 billion in 2009, as sales grew in each of our regions.
A summary of net sales by geographic region is shown below:
(in millions)
2010
2009
Increase
% Change
North America
$2,439
$2,268
$171
8%
South America
1,241
1,012
229
23%
Asia/Africa
617
392
225
58%
Europe
70
–
70
NM
Total
$4,367
$3,672
$695
19%
The increase in net sales reflects a 21 percent volume
improvement and favorable currency translation of 4 percent due
to stronger foreign currencies, which more than offset a price/
product mix decline of 6 percent primarily reflecting the normal
relationship between lower corn costs and a corresponding decline
in selling prices. Net sales from the acquired National Starch oper-
ations totaled $351 million, representing approximately 10 percent
of our 19 percent sales increase. Additionally, we had strong organic
volume growth across all of our regions and particularly in our
international businesses. Co-product sales of approximately $781 mil-
lion for 2010 increased 16 percent from $673 million in 2009, as
improved volume and currency translation more than offset lower
selling prices. Co-product sales from acquired operations contributed
approximately $22 million, or 3 percent, of the increase.
Sales in North America increased 8 percent driven by sales
contributed by the acquired National Starch operations. Excluding
the acquired operations, net sales in North America were flat as
a 10 percent volume improvement and a 2 percent increase attrib-
utable to currency translation was offset by a price/product mix
decline of 12 percent. Volumes grew across the region, led by
strong organic growth in Mexico where demand for sweeteners
from the beverage industry was particularly strong. Improved
demand in Canada and the US also contributed to the organic
volume growth in the region. Sales in South America increased
23 percent, as volume growth of 14 percent driven by strong
demand from various industries and favorable currency translation
of 10 percent more than offset a price/product mix decline of 1 per-
cent. Sales from acquired operations contributed 2 percent of the
sales growth in the region. Sales in Asia/Africa increased 58 percent,
driven in part by sales contributed by acquired operations. Excluding
the acquired operations, Asia/Africa net sales increased 34 percent,
reflecting volume growth of 20 percent, primarily driven by signifi-
cantly higher demand for sweeteners in South Korea, price/product
mix improvement of 9 percent and a 5 percent benefit from currency
translation associated with stronger Asian currencies. Europe sales
reflect sales from our European operations that were acquired
as part of the National Starch acquisition.
Cost of Sales
Cost of sales for 2010 increased 16 percent to
$3.64 billion from $3.15 billion in 2009. More than half of this
increase reflects costs associated with sales of National Starch
products in the fourth quarter of 2010. The remainder of the
increase was driven principally by volume growth and currency
translation, which more than offset lower corn costs. Currency
translation caused cost of sales for 2010 to increase approximately
5 percent from 2009, reflecting the impact of stronger foreign cur-
rencies. Gross corn costs per ton for 2010 declined approximately
11 percent from 2009 driven by lower market prices for corn.
Energy costs for 2010 increased approximately 14 percent from
the prior year principally due to increased volume and stronger
foreign currencies. Our gross profit margin for 2010 was 17 per-
cent, compared to 14 percent in 2009, reflecting improved profit
margins throughout our business.
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16
CORN PRODUCTS INTERNATIONAL
Selling, General and Administrative Expenses
Selling, general
and administrative (“SG&A”) expenses for 2010 were $370 million,
up from $247 million in 2009. This increase primarily reflects SG&A
expenses of the acquired National Starch operations and $35 million
of costs pertaining to the acquisition of National Starch. Higher
compensation-related costs, a return to more historical run rates
and stronger foreign currencies also contributed to the increase in
SG&A expenses. Currency translation caused operating expenses
for 2010 to increase approximately 4 percent from a year ago, reflect-
ing the impact of stronger foreign currencies. SG&A expenses for
2010 represented 8 percent of net sales, up from 7 percent in 2009.
Other Income – net
Other income-net of $10 million for 2010
increased from other income-net of $5 million in 2009. This increase
primarily reflects higher tax recoveries and a $2 million gain asso-
ciated with a customer bankruptcy settlement.
Operating Income
A summary of operating income is shown below:
Favorable
Favorable
(Unfavorable)
(Unfavorable)
(in millions)
2010
2009
Variance
% Change
North America
$249
$177
$÷72
41%
South America
163
138
25
18%
Asia/Africa
62
17
45
268%
Europe
3
–
3
NM
Corporate expenses
(51)
(54)
3
5%
Acquisition costs
(35)
–
(35)
NM
Impairment/
restructuring charges
(25)
(125)
100
80%
Charge for fair value mark-up
of acquired inventory
(27)
–
(27)
NM
Operating income
$339
$153
$186
122%
Operating income for 2010 increased to $339 million from
$153 million in 2009. Operating income for 2010 and 2009 include
impairment/restructuring charges of $25 million and $125 million,
respectively. We also incurred $35 million of acquisition-related costs
in 2010. Additionally, our current year results include the flow through
of $27 million of costs associated with acquired National Starch
inventory that was marked up to fair value at the acquisition date in
accordance with business combination accounting rules. Without
the impairment, restructuring, inventory mark-up charge and acqui-
sition-related costs, operating income for 2010 would have grown
53 percent over the year ago period. Approximately 15 percent of
this growth was attributable to earnings from the acquired National
Starch operations. The remaining increase of 38 percent reflects
organic earnings growth in each of our regions principally driven by
higher volume, lower corn costs, improved plant utilization rates
and favorable currency translation. Currency translation associated
with stronger foreign currencies caused operating income to increase
by approximately $20 million from 2009. North America operating
income increased 41 percent to $249 million from $177 million a
year ago. Approximately one-third of this growth was attributable
to earnings from acquired operations. The remaining increase was
primarily driven by organic volume growth, lower corn costs and
improved plant utilization rates. Currency translation associated
with the stronger Canadian dollar caused operating income to
increase by approximately $8 million in the region. South America
operating income increased 18 percent to $163 million from $138 mil-
lion in 2009. This increase primarily reflects improved earnings in
the Southern Cone of South America and Brazil driven by strong
volume growth and favorable currency translation. Translation effects
associated with stronger South American currencies (particularly
the Brazilian Real) caused operating income to increase by approx-
imately $11 million in the region. Asia/Africa operating income more
than tripled to $62 million from $17 million a year ago, due in part,
to earnings from acquired operations. Without the earnings from
acquired operations, operating income almost tripled reflecting
strong organic volume growth, particularly in South Korea and
higher product selling prices. Stronger foreign currencies caused
operating income to increase by approximately $1 million in the
region. Europe operating income represents earnings from our oper-
ations that were acquired as part of the National Starch acquisition.
Financing Costs – net
Financing costs-net increased to $64 million
in 2010 from $38 million in 2009. This increase primarily reflects a
$20 million charge for bridge loan financing costs recorded in the
third quarter of 2010. In connection with the acquisition of National
Starch we had obtained a bridge loan financing commitment of
$1.35 billion. As a result of our September 2010 sale of $900 mil-
lion aggregate principal amount of senior unsecured notes and the
entry into our new $1 billion revolving credit facility (see also Liquidity
and Capital Resources section), we terminated the $1.35 billion
bridge term loan facility. Fees associated with the bridge loan
totaling $20 million were expensed to financing costs in September
2010. Without this charge, financing costs for 2010 would have
increased approximately 18 percent from the prior year period,
primarily reflecting higher average borrowings due to the National
Starch acquisition and higher interest rates, partially offset by a
reduction in foreign currency transaction losses and an increase
in interest income driven by higher cash positions.
Provision for Income Taxes
Our effective income tax rate was
36.1 percent in 2010, as compared to 59.5 percent in 2009. Our
effective income tax rate for 2010 reflects the impacts of the National
Starch acquisition costs and the Chilean charges for impaired assets
and other related costs and an increase to the valuation allowance
for Chile. Our effective income tax rate for 2009 reflects the tax
effect of the goodwill write-off and an increase to the valuation
allowance in Korea. Without the impact of the impairment and
restructuring charges, our effective income tax rate for 2010 and
2009 would have been approximately 33 percent and 35 percent,
respectively. See also Note 8 of the notes to the consolidated
financial statements.
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CORN PRODUCTS INTERNATIONAL
17
Net Income Attributable to Non-controlling Interests
Net income
attributable to non-controlling interests increased to $7 million in
2010 from $6 million in 2009. The increase from 2009 mainly reflects
the effect of improved earnings from our operations in Pakistan.
Comprehensive Income
We recorded comprehensive income
of $287 million, as compared with $327 million a year ago. The
decrease primarily reflects an unfavorable variance in the currency
translation adjustment and reduced gains on cash flow hedges,
which more than offset our net income growth. The unfavorable
variance in the currency translation adjustment reflects a more
moderate strengthening in end of period foreign currencies rela-
tive to the US dollar, as compared to a year ago, when end of
period foreign currency appreciation was more significant.
2009 Compared to 2008
Net Income attributable to CPI
Net income attributable to CPI
for 2009 decreased 85 percent to $41 million, or $0.54 per diluted
common share, from 2008 net income of $267 million, or $3.52 per
diluted common share. Our results for 2009 include a $125 million
charge ($110 million after-tax, or $1.47 per diluted common share)
for impaired assets and restructuring costs that was recorded in
the second quarter of 2009. The charge consists of a $119 million
write-off of goodwill pertaining to our operations in South Korea,
a $5 million write-off of impaired assets in North America and a
$1 million charge for employee severance and related benefit costs
primarily attributable to the termination of employees in our Asia/
Africa region. See also Note 4 of the notes to the consolidated
financial statements. Our results for 2008 included $16 million of
expenses ($11 million net of income taxes, or $0.14 per diluted com-
mon share) related to the terminated merger with Bunge Limited.
While the decrease in net income includes the impact of the
impairment and restructuring charges, it also reflects a significant
decline in operating income across all of our regions principally
driven by reduced co-product selling prices, higher North American
corn costs, foreign currency devaluations and lower sales volumes.
Increased financing costs also contributed to the decline.
Net Sales
Net sales for 2009 decreased to $3.67 billion from
$3.94 billion in 2008, as sales declined in each of our regions.
A summary of net sales by geographic region is shown below:
(in millions)
2009
2008
Decrease
% Change
North America
$2,268
$2,370
$(102)
(4) %
South America
1,012
1,120
(108)
(10) %
Asia/Africa
392
454
(62)
(14) %
Total
$3,672
$3,944
$(272)
(7) %
The decrease in net sales reflects unfavorable currency translation
of 5 percent attributable to weaker foreign currencies and a 2 percent
volume decline due to reduced demand attributable to the global
economic recession. Price/product mix was relatively flat. Co-product
sales of approximately $673 million for 2009 decreased 23 percent
from $871 million in 2008, driven primarily by lower pricing, and to
a lesser extent, by reduced volume and foreign currency weakness.
We expect improved co-product sales in 2010 driven by higher
market prices, particularly for corn oil.
Sales in North America decreased 4 percent primarily due to
a 4 percent volume reduction principally driven by weak demand
in the United States. Price/product mix improvement of 1 percent
was offset by a 1 percent decline attributable to currency transla-
tion relating to a weaker Canadian dollar. Price/product mix improved
despite the unfavorable impact of approximately $114 million from
lower co-product selling prices. Sales in South America decreased
10 percent, primarily due to unfavorable currency translation attrib-
utable to weaker South American currencies, which reduced sales
by approximately 10 percent. Improved volume of 3 percent, driven
principally by increased shipments to the brewing industry, was
offset by a price/product mix decline of 3 percent that was mainly
due to lower co-product values. Sales in Asia/Africa decreased
14 percent, reflecting an 11 percent decline attributable to currency
translation associated with weaker Asian/African currencies and a
3 percent volume reduction due to lower demand. Price/product
mix was up slightly.
Cost of Sales
Cost of sales for 2009 decreased 3 percent to
$3.15 billion from $3.24 billion in 2008. The decrease principally
reflects reduced volume and currency translation. Currency trans-
lation attributable to the stronger US dollar caused cost of sales
for 2009 to decrease approximately 5 percent from 2008. Gross
corn costs for 2009 were relatively unchanged from 2008, as
higher corn costs in North America were offset by reduced costs
in South America and the impact of currency translation associated
with weaker foreign currencies. Energy costs for 2009 decreased
approximately 1 percent from 2008. Our gross profit margin for
2009 was 14 percent, compared to 18 percent in 2008, principally
reflecting reduced profitability and margins throughout our business.
Selling, General and Administrative Expenses
SG&A expenses
for 2009 were $247 million, down from $275 million in 2008. This
decrease primarily reflects weaker foreign currencies and reduced
compensation-related costs. Currency translation caused operating
expenses for 2009 to decrease approximately 4 percent from
2008, reflecting the weaker foreign currencies. Additionally, bad
debt expense decreased $4 million from 2008. Our bad debt
expense was higher than normal in 2008 due to the global eco-
nomic crisis. We may be required to provide for additional credit
losses in the future should the global economy deteriorate in the
future. SG&A expenses for 2009 represented 7 percent of net
sales, consistent with 2008.
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18
CORN PRODUCTS INTERNATIONAL
Other Income – net
Other income-net of $5 million for 2009
increased slightly from other income-net of $4 million in 2008.
Other income for 2009 includes various insurance and tax recoveries
approximating $2 million and a $2 million gain from the sale of
land. Other income for 2008 includes $16 million of costs pertaining
to the terminated Bunge merger. Other income for 2008 also
includes various insurance and tax recoveries approximating $8 mil-
lion and a $5 million gain from the sale of land. Fee and royalty
income of $1 million for 2009 declined $1 million from 2008.
Operating Income
A summary of operating income is shown below:
Favorable
Favorable
(Unfavorable)
(Unfavorable)
(in millions)
2009
2008
Variance
% Change
North America
$«177
$313
$(136)
(44) %
South America
138
151
(13)
(9) %
Asia/Africa
17
38
(21)
(56) %
Corporate expenses
(54)
(52)
(2)
(3) %
Impairment/
restructuring charges
(125)
–
(125)
NM
Costs of terminated merger
–
(16)
16
NM
Operating income
$«153
$434
$(281)
(65) %
Operating income for 2009 decreased to $153 million from
$434 million in 2008. This decrease partially reflects the impact
of the $125 million impairment and restructuring charge that we
recorded in the second quarter of 2009. The 2008 results include
$16 million of expenses related to the terminated merger with
Bunge. Without the impairment and restructuring charge for 2009
and the Bunge expenses for 2008, operating income would have
declined 38 percent to $278 million in 2009 from $450 million in
2008, as earnings declined across all of our regions. Currency
translation caused operating income to decline by approximately
$25 million from 2008, reflecting weaker foreign currencies. North
America operating income decreased 44 percent to $177 million
from $313 million in 2008, as earnings declined throughout the
region. The decline primarily reflects lower co-product pricing,
higher corn costs and reduced sales volumes attributable to the
weak economy. Currency translation attributable to the weaker
Canadian dollar caused operating income to decline by approxi-
mately $5 million in the region. South America operating income
decreased 9 percent to $138 million from $151 million in 2008,
as translation effects associated with weaker South American
currencies caused operating income to decline by approximately
$16 million in the region. Reduced product selling prices, particularly
for co-products, also contributed to the earnings decline in the
region. Lower corn costs partially offset the unfavorable translation
impact of the weaker South American currencies and decreased
product selling prices in the region. Asia/Africa operating income
decreased 56 percent to $17 million from $38 million in 2008, as
earnings declined throughout the region and most significantly in
South Korea and Pakistan. These earnings declines primarily reflect
reduced sales volume attributable to the difficult economy and
a government power rationing program in Pakistan, higher corn
costs and weaker foreign currencies. Currency translation attribut-
able to weaker foreign currencies reduced operating income by
approximately $4 million in the region.
Financing Costs-net
Financing costs-net increased to $38 million
in 2009 from $29 million in 2008. The increase mainly reflects foreign
currency transaction losses and a reduction in interest income,
which more than offset a decrease in interest expense driven by
lower interest rates. Capitalized interest for 2009 was $7 million,
as compared to $8 million in 2008.
Provision for Income Taxes
Our effective income tax rate was
59.5 percent in 2009, as compared to 32.0 percent in 2008. The
increase primarily reflects the tax effect of our goodwill write-off
and an increase to our valuation allowance in Korea in the second
quarter of 2009. Without the impact of the impairment and restruc-
turing charges, our effective income tax rate for 2009 would have
been approximately 35 percent. See also Note 8 of the notes to
the consolidated financial statements.
Net Income Attributable to Non-controlling Interests
Net income
attributable to non-controlling interests decreased to $6 million in
2009 from $8 million in 2008. The decrease from 2008 mainly
reflects the effect of lower earnings in Pakistan and China.
Comprehensive Income (Loss)
We recorded comprehensive
income of $327 million, as compared with a comprehensive loss
of $212 million in 2008. The increase primarily reflects the effects
of our corn and gas hedging contracts and favorable variances in
the currency translation adjustment, which more than offset our
lower net income. The favorable variances in the currency transla-
tion adjustment reflect a strengthening in end of period 2009
foreign currencies relative to the US dollar, as compared to 2008
when end of period foreign currencies had weakened. Stronger
end of period currencies in Brazil, Canada, Colombia and South
Korea accounted for most of the favorable translation variance.
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CORN PRODUCTS INTERNATIONAL
19
Liquidity and Capital Resources
At December 31, 2010, our total assets were $5.07 billion, up
from $2.95 billion at December 31, 2009. This increase primarily
reflects the National Starch acquisition. Unrealized gains on com-
modity hedging contracts, higher trade receivables driven by sales
growth, increased inventories and translation effects associated
with stronger end of period foreign currencies relative to the US
dollar also contributed to the increase in total assets. Total equity
increased to $2.00 billion at December 31, 2010 from $1.70 billion
at December 31, 2009, primarily reflecting our net income for 2010
and a decrease in the accumulated other comprehensive loss due
to favorable foreign currency translation and deferred gains on our
commodity hedging contracts.
On September 2, 2010, we entered into a new three-year, senior
unsecured $1 billion revolving credit agreement (the “Revolving
Credit Agreement”). This new credit facility replaced our previously
existing $500 million senior unsecured revolving credit facility. We
paid fees of approximately $8 million relating to the new credit facility,
which are being amortized to interest expense over the three-year
term of the facility.
Subject to certain terms and conditions, we may increase the
amount of the revolving credit facility under the Revolving Credit
Agreement by up to $250 million in the aggregate. All committed
pro rata borrowings under the revolving facility will bear interest
at a variable annual rate based on the LIBOR or base rate, at our
election, subject to the terms and conditions thereof, plus, in each
case, an applicable margin based on our leverage ratio (as reported
in the financial statements delivered pursuant to the Revolving
Credit Agreement).
The Revolving Credit Agreement contains customary
representations, warranties, covenants, events of default, terms
and conditions, including limitations on liens, incurrence of debt,
mergers and significant asset dispositions.
We must also comply
with a leverage ratio and an interest coverage ratio covenant.
The occurrence of an event of default under the Revolving Credit
Agreement could result in all loans and other obligations under
the agreement being declared due and payable and the revolving
credit facility being terminated.
At December 31, 2010, there were $275 million of borrowings
outstanding under our revolving credit facility. In addition, we have
a number of short-term credit facilities consisting of operating lines
of credit. At December 31, 2010, we had total debt outstanding of
$1.77 billion, compared to $544 million at December 31, 2009. In
addition to the borrowings under the Revolving Credit Agreement,
the debt includes $350 million (principal amount) of 3.2 percent
notes due 2015, $200 million of 6.0 percent senior notes due 2017,
$200 million of 5.62 percent senior notes due 2020, $400 million
(principal amount) of 4.625 percent notes due 2020, $250 million
(principal amount) of 6.625 percent senior notes due 2037 and
$88 million of consolidated subsidiary debt consisting of local
country short-term borrowings. Corn Products International, as the
parent company, guarantees certain obligations of its consolidated
subsidiaries. At December 31, 2010, such guarantees aggregated
$57 million. Management believes that such consolidated sub-
sidiaries will meet their financial obligations as they become due.
Historically, the principal source of our liquidity has been our
internally generated cash flow, which we supplement as neces-
sary with our ability to borrow on our bank lines and to raise funds
in the capital markets. In addition to borrowing availability under
our Revolving Credit Agreement, we also have approximately
$475 million of unused operating lines of credit in the various
foreign countries in which we operate.
The weighted average interest rate on our total indebtedness
was approximately 5.5 percent and 5.3 percent for 2010 and 2009,
respectively. The weighted average interest rate for 2010 excludes
the $20 million of bridge loan fees charged to financing costs in 2010.
Net Cash Flows
A summary of operating cash flows is shown below:
(in millions)
2010
2009
Net income
$176
$÷47
Charge for fair value mark-up of acquired inventory
27
–
Bridge loan financing cost charge
20
–
Write-off of impaired assets
19
124
Depreciation and amortization
155
130
Deferred income taxes
(30)
–
Stock option expense
6
5
Changes in working capital
45
257
Other
(24)
23
Cash provided by operations
$394
$586
Cash provided by operations was $394 million in 2010, as
compared with $586 million in 2009. The decrease in operating
cash flow primarily reflects a reduction in cash flow from working
capital activities. The decline in cash flow from working capital
activities was driven principally by a $224 million year over year
change in our margin accounts related to corn futures and option
contracts. To manage price risk related to corn purchases in North
America, we use derivative instruments (corn futures and options
contracts) to lock in our corn costs associated with firm-priced
customer sales contracts. We are unable to hedge price risk related
to co-product sales. As the market price of corn fluctuates, our
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20
CORN PRODUCTS INTERNATIONAL
derivative instruments change in value and we fund any unrealized
losses or receive cash for any unrealized gains related to outstanding
corn futures and option contracts. Due to the substantial change
in the market price of corn in 2008, we were required to fund
significant losses associated with our derivative instruments,
particularly during the second half of 2008. As expected, these
cash payments were recovered in 2009 when the related corn
was used in our manufacturing process and we collected the pro-
ceeds from the sales of our products to our customers. In 2010,
margin account activity was lower reflecting less volatile commodity
prices than in 2009/2008. We plan to continue to use corn futures
and option contracts to hedge the price risk associated with firm-
priced customer sales contracts in our North American business
and accordingly, we will be required to make or be entitled to receive,
cash deposits for margin calls depending on the movement in the
market price for corn.
Listed below is our primary investing and financing activities
for 2010:
(in millions)
Sources (Uses) of Cash
Acquisition of National Starch
$(1,354)
Capital expenditures
(159)
Proceeds from borrowings
1,289
Payments on debt
(77)
Dividends paid (including dividends of $3
to non-controlling interests)
(45)
In connection with the acquisition of National Starch, on
September 17, 2010, we issued and sold $900 million aggregate
principal amount of senior unsecured notes (the “Notes”) as follows:
Premium
Selling
(in millions)
Principal
(Discount)
Price
3.2% notes due November 1, 2015
$350
$(1)
$349
4.625% notes due November 1, 2020
400
(1)
399
6.625% notes due April 15, 2037
150
8
158
$900
$«6
$906
We paid debt issuance costs of approximately $7 million relating
to the Notes, which will be amortized to interest expense over the
lives of the respective notes. Additionally, the premium and discounts
on the Notes will be amortized to interest expense over the lives
of the respective notes.
Interest on the 3.2 percent notes and the 4.625 percent notes
is required to be paid semi-annually on May 1st and November 1st,
commencing May 1, 2011. Interest on the 6.625 percent notes is
required to be paid semi-annually on April 15th and October 15th,
commencing October 15, 2010.
The Notes are redeemable, in whole at any time or in part
from time to time, at our option. See Note 6 of the notes to the
consolidated financial statements for additional information regard-
ing the Notes.
As a result of the sale of the Notes and the completion of the
new revolving credit facility, we terminated the $1.35 billion bridge
term loan facility that we had previously arranged. Fees associated
with the bridge loan totaling $20 million were expensed to financing
costs in September 2010.
We had an agreement with certain common stockholders
(collectively the “holder”), relating to 500,000 shares of our com-
mon stock, that provided the holder with the right to require us
to repurchase those common shares for cash at a price equal to
the average of the closing per share market price of our common
stock for the 20 trading days immediately preceding the date that
the holder exercised the put option. This put option was exercisable
at any time, until January 2010, when it expired. The shares asso-
ciated with the put option were classified as redeemable common
stock in our consolidated balance sheet prior to the expiration of
the put option. The carrying value of the redeemable common
stock was $14 million at December 31, 2009. Effective with the
expiration of the agreement, we discontinued reporting the shares
as redeemable common stock and reclassified the $14 million from
redeemable common stock to additional paid-in capital.
On November 17, 2010, our Board of Directors declared a
quarterly cash dividend of $0.14 per share of common stock. The
cash dividend was paid on January 25, 2011 to stockholders of record
at the close of business on December 31, 2010.
We currently anticipate that capital expenditures for 2011 will
be in the range of $280 million to $300 million.
We currently expect that our future operating cash flows and
borrowing availability under our credit facilities will provide us with
sufficient liquidity to fund our anticipated capital expenditures,
dividends, and other investing and/or financing strategies for the
foreseeable future.
Hedging
We are exposed to market risk stemming from changes in
commodity prices, foreign currency exchange rates and interest
rates. In the normal course of business, we actively manage our
exposure to these market risks by entering into various hedging
transactions, authorized under established policies that place clear
controls on these activities. These transactions utilize exchange
traded derivatives or over-the-counter derivatives with investment
grade counterparties. Our hedging transactions may include but
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CORN PRODUCTS INTERNATIONAL
21
are not limited to a variety of derivative financial instruments such
as commodity futures, options and swap contracts, forward cur-
rency contracts and options, interest rate swap agreements and
treasury lock agreements. See Note 5 of the notes to the consoli-
dated financial statements for additional information.
Commodity Price Risk
We use derivatives to manage price risk
related to purchases of corn and natural gas used in the manufac-
turing process. We periodically enter into futures, options and swap
contracts for a portion of our anticipated corn and natural gas usage,
generally over the following twelve to eighteen months, in order
to hedge price risk associated with fluctuations in market prices.
These derivative instruments are recognized at fair value and have
effectively reduced our exposure to changes in market prices for
these commodities. We are unable to hedge price risk related to
co-product sales. Unrealized gains and losses associated with
marking our commodities-based derivative instruments to market
are recorded as a component of other comprehensive income
(“OCI”). At December 31, 2010, our accumulated other compre-
hensive loss account (“AOCI”) included $54 million of gains, net
of tax of $32 million, related to these derivative instruments. It
is anticipated that approximately $53 million of these gains, net
of tax, will be reclassified into earnings during the next twelve
months. We expect the gains to be offset by changes in the
underlying commodities cost.
Foreign Currency Exchange Risk
Due to our global operations,
we are exposed to fluctuations in foreign currency exchange rates.
As a result, we have exposure to translational foreign exchange
risk when our foreign operation results are translated to US dollars
(USD) and to transactional foreign exchange risk when transactions
not denominated in the functional currency of the operating unit
are revalued. We primarily use foreign currency forward contracts,
swaps and options to selectively hedge our foreign currency trans-
actional exposures. We generally hedge these exposures up to
twelve months forward. As of December 31, 2010, we had $41 mil-
lion of net notional foreign currency forward contracts that hedged
net asset transactional exposures.
Interest Rate Risk
We are exposed to interest rate volatility with
regard to future issuances of fixed-rate debt, and existing and future
issuances of variable-rate debt. Primary exposures include US
Treasury rates, LIBOR, and local short-term borrowing rates. We
use interest rate swaps and Treasury Lock agreements from time
to time to hedge our exposure to interest rate changes, to reduce
the volatility of our financing costs, or to achieve a desired propor-
tion of fixed versus floating rate debt, based on current and projected
market conditions. At December 31, 2010, we did not have any
interest rate swaps or Treasury Lock agreements outstanding.
In conjunction with a plan to issue the 5.62 percent Senior
Series A Notes and in order to manage exposure to variability in
the benchmark interest rate on which the fixed interest rate of
the Senior Series A Notes would be based, we had previously
entered into a Treasury Lock agreement (the “T-Lock”) with respect
to $50 million of these borrowings. The T-Lock was designated
as a hedge of the variability in cash flows associated with future
interest payments caused by market fluctuations in the benchmark
interest rate between the time the T-Lock was entered and the
time the debt was priced. It is accounted for as a cash flow hedge.
The T-Lock expired on April 30, 2009 and we paid approximately
$6 million, representing the losses on the T-Lock, to settle the
agreement. The losses are included in AOCI in the equity section
of our balance sheet and are being amortized to financing costs
over the ten-year term of the Senior Series A Notes. See also
Note 6 of the notes to the consolidated financial statements for
additional information.
In conjunction with a plan to issue the 3.2 percent Senior Notes
due November 1, 2015 (the “2015 Notes”) and the 4.625 percent
Senior Notes due November 1, 2020 (the “2020 Notes”), and in
order to manage our exposure to variability in the benchmark inter-
est rates on which the fixed interest rates of these notes would
be based, we entered into T-Lock agreements with respect to
$300 million of the 2015 Notes and $300 million of the 2020 Notes
(the “T-Locks”). The T-Locks were designated as hedges of the
variability in cash flows associated with future interest payments
caused by market fluctuations in the benchmark interest rate
between the time the T-Locks were entered and the time the debt
was priced. The T-Locks are accounted for as cash flow hedges.
The T-Locks were terminated on September 15, 2010 and we paid
approximately $15 million, representing the losses on the T-Locks,
to settle the agreements. The losses are included in AOCI and are
being amortized to financing costs over the terms of the 2015 and
2020 Notes. See also Note 6 of the notes to the consolidated
financial statements for additional information.
At December 31, 2010, our accumulated other comprehensive
loss account included $14 million of losses (net of tax of $9 million)
related to Treasury Lock agreements. It is anticipated that $2 million
of these losses (net of tax of $1 million) will be reclassified into
earnings during the next twelve months.
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22
CORN PRODUCTS INTERNATIONAL
Contractual Obligations and Off Balance Sheet Arrangements
The table below summarizes our significant contractual obligations
as of December 31, 2010. Information included in the table is
cross-referenced to the notes to the consolidated financial state-
ments elsewhere in this report, as applicable.
(in millions)
Payments due by period
Contractual
Note
Less than
2 – 3
4 – 5
More than
Obligations
reference
Total
1 year
years
years
5 years
Long-term debt
6
$1,675
$÷÷–
$275
$350
$1,050
Interest on
long-term debt
6
883
76
151
139
517
Operating lease
obligations
7
196
38
58
40
60
Pension and other
postretirement
obligations
9
537
29
59
61
388
Purchase
obligations
(a)
968
258
190
102
418
Total
$4,259
$401
$733
$692
$2,433
(a)
The purchase obligations relate principally to power supply agreements, including take or
pay energy supply contracts, which help to provide us with an adequate power supply at
certain of our facilities.
(b)
The above table does not reflect unrecognized income tax benefits of $29 million, the timing
of which is uncertain. See Note 8 of the notes to the consolidated financial statements for
additional information with respect to unrecognized income tax benefits.
On January 20, 2006, Corn Products Brazil (“CPO Brazil”)
entered into a Natural Gas Purchase and Sale Agreement (the
“Agreement”) with Companhia de Gas de Sao Paulo – Comgas
(“Comgas”). Pursuant to the terms of the Agreement, Comgas
supplies natural gas to the cogeneration facility at CPO Brazil’s
Mogi Guacu plant. This Agreement will expire on March 31, 2023,
unless extended or terminated under certain conditions specified
in the Agreement. During the term of the Agreement, CPO Brazil
is obligated to purchase from Comgas, and Comgas is obligated to
provide to CPO Brazil, certain minimum quantities of natural gas
that are specified in the Agreement. The price for such quantities
of natural gas is determined pursuant to a formula set forth in the
Agreement. The price may vary based upon gas commodity cost
and transportation costs, which are adjusted annually; the distribu-
tion margin which is set by the Brazilian Commission of Public Energy
Services; and the fluctuation of exchange rates between the US
dollar and the Brazilian real. We estimate that the total minimum
expenditures by CPO Brazil through the remaining term of the
Agreement will be approximately $228 million based on current
exchange rates as of December 31, 2010 and estimates regarding
the application of the formula set forth in the Agreement, spread
evenly over the remaining term of the Agreement. These amounts
are included in the purchase obligations disclosed in the table above.
See also Note 10 of the notes to the consolidated financial state-
ments for additional information.
We currently anticipate that in 2011 we will make cash
contributions of $8 million and $11 million to our US and non-US
pension plans, respectively. See Note 9 of the notes to the consol-
idated financial statements for further information with respect to
our pension and postretirement benefit plans.
Key Performance Metrics
We use certain key metrics to monitor our progress towards
achieving our long-term strategic business objectives. These metrics
relate to our return on capital employed, our financial leverage, and
our management of working capital, each of which is tracked on an
ongoing basis. We assess whether we are achieving an adequate
return on invested capital by measuring our “Return on Capital
Employed” (“ROCE”) against our cost of capital. We monitor our
financial leverage by regularly reviewing our ratio of debt to earnings
before interest, taxes, depreciation and amortization (“Debt to
Adjusted EBITDA”) and our “Debt to Capitalization” percentage to
assure that we are properly financed. We assess our level of work-
ing capital investment by evaluating our “Operating Working Capital
as a percentage of Net Sales.” We believe the use of these metrics
enables us to better run our business and is useful to investors.
As previously mentioned, we acquired National Starch on
October 1, 2010 for $1.354 billion in cash, most of which was
provided by long-term financing. Since our year-end 2010 consoli-
dated income statement includes the operating results of National
Starch for only three months, yet our consolidated balance sheet
reflects the full amount of the new debt, certain of our metric
calculations for 2010 are adversely impacted.
The metrics below include certain information (including Capital
Employed, Adjusted Operating Income, Adjusted EBITDA, Adjusted
Current Assets, Adjusted Current Liabilities and Operating Working
Capital) that is not calculated in accordance with Generally Accepted
Accounting Principles (“GAAP”). Management uses non-GAAP
financial measures internally for strategic decision making, fore-
casting future results and evaluating current performance. By
disclosing non-GAAP financial measures, management intends to
provide a more meaningful, consistent comparison of our operating
results and trends for the periods presented. These non-GAAP
financial measures are used in addition to and in conjunction with
results presented in accordance with GAAP and reflect an additional
way of viewing aspects of our operations that, when viewed with
our GAAP results, provide a more complete understanding of factors
and trends affecting our business. These non-GAAP measures should
be considered as a supplement to, and not as a substitute for, or
superior to, the corresponding measures calculated in accordance
with generally accepted accounting principles.
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CORN PRODUCTS INTERNATIONAL
23
Non-GAAP financial measures are not prepared in accordance
with GAAP; therefore, the information is not necessarily compara-
ble to other companies. A reconciliation of non-GAAP historical
financial measures to the most comparable GAAP measure is
provided in the tables below.
Our calculations of these key metrics for 2010 with comparisons
to the prior year are as follows:
Return on Capital Employed
(dollars in millions)
2010
2009
Total equity
*
$1,704
$1,406
Add:
Cumulative translation adjustment
*
228
363
Redeemable common stock
*
14
14
Share-based payments subject to redemption
*
8
11
Total debt
*
544
866
Less:
Cash and cash equivalents
*
(175)
(107)
Capital employed
*
(a)
$2,323
$2,553
Operating income
$÷«339
$÷«153
Adjusted for:
Acquisition costs
35
–
Impairment and restructuring charges
25
125
Charge for fair value mark-up of acquired inventory
27
–
Adjusted operating income
$÷«426
$÷«278
Income taxes (at effective tax rates of 33.1% in 2010
and 34.6% in 2009)
**
(141)
(96)
Adjusted operating income, net of tax (b)
$÷«285
$÷«182
Return on capital employed (b ÷ a)
12.3%
7.1%
*
Balance sheet amounts used in computing capital employed represent beginning of period
balances.
**The effective income tax rate for 2010 and 2009 exclude the impacts of acquisition costs and
impairment and restructuring charges. Including these charges, the Company’s effective
income tax rate for 2010 and 2009 were 36.1 percent and 59.5 percent, respectively. Listed
below is a schedule that reconciles our effective income tax rates under US GAAP to the
adjusted income tax rates.
Income before
Provision for
Effective Income
Income Taxes (a)
Income Taxes (b)
Tax Rate (b÷a)
2010
2009
2010
2009
2010
2009
As reported
$275
$115
$÷99
$68
36.1%
59.5%
Add back:
Acquisition costs
35
–
9
–
Impairment/
restructuring charges
25
125
3
15
Adjusted-non-GAAP
$335
$240
$111
$83
33.1%
34.6%
Debt to Adjusted EBITDA Ratio
(dollars in millions)
2010
2009
Short-term debt
$÷÷«88
$136
Long-term debt
1,681
408
Total debt (a)
$1,769
$544
Net income attributable to CPI
$÷«169
$÷41
Add back:
Acquisition costs
35
–
Impairment and restructuring charges
25
125
Charge for fair value mark-up of acquired inventory
27
–
Net income attributable to non-controlling interest
7
6
Provision for income taxes
99
68
Interest expense, net of interest income of $6 and
$1, respectively
62
32
Depreciation and amortization
155
130
Adjusted EBITDA (b)
$÷«579
$402
Debt to adjusted EBITDA ratio (a ÷ b)
3.1
1.3
Debt to Capitalization Percentage
(dollars in millions)
2010
2009
Short-term debt
$÷÷«88
$÷«136
Long-term debt
1,681
408
Total debt (a)
$1,769
$÷«544
Deferred income tax liabilities
$÷«249
$÷«111
Redeemable common stock
–
14
Share-based payments subject to redemption
8
8
Total equity
2,002
1,704
Total capital
$2,259
$1,837
Total debt and capital (b)
$4,028
$2,381
Debt to capitalization percentage (a ÷ b)
43.9%
22.8%
Operating Working Capital as a Percentage of Net Sales
(dollars in millions)
2010
2009
Current assets
$1,753
$1,045
Less:
Cash and cash equivalents
(302)
(175)
Deferred income tax assets
(18)
(23)
Adjusted current assets
$1,433
$÷«847
Current liabilities
$÷«891
$÷«565
Less: Short-term debt
(88)
(136)
Deferred income tax liabilities
(12)
(9)
Adjusted current liabilities
$÷«791
$÷«420
Operating working capital (a)
$÷«642
$÷«427
Net sales (b)
$4,367
$3,672
Operating working capital as a
percentage of net sales (a ÷ b)
14.7%
11.6%
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24
CORN PRODUCTS INTERNATIONAL
Commentary on Key Performance Metrics
In accordance with our long-term objectives, we set certain goals
relating to these key performance metrics that we strive to meet.
As previously mentioned, the timing of the National Starch acquisi-
tion adversely impacted certain of our metric calculations for 2010
as described below. Looking forward, as we benefit from a full
year of results from the acquired operations, grow our business
and reduce indebtedness, we believe that we can achieve our
metric targets in the foreseeable future. However, no assurance
can be given that these goals will be attained and various factors
could affect our ability to achieve not only these goals, but to also
continue to meet our other performance metric targets. See Item 1A
“Risk Factors” and Item 7A “Quantitative and Qualitative Disclosures
About Market Risk.” The objectives set out below reflect our current
aspirations in light of our present plans and existing circumstances.
We may change these objectives from time to time in the future
to address new opportunities or changing circumstances as appro-
priate to meet our long-term needs and those of our shareholders.
Return on Capital Employed
Our long-term goal is to achieve
a Return on Capital Employed in excess of 8.5 percent. In deter-
mining this performance metric, the negative cumulative translation
adjustment is added back to total equity to calculate returns based
on the Company’s original investment costs. Our ROCE for 2010
increased to 12.3 percent from 7.1 percent in 2009, principally driven
by our operating income growth. Additionally, a reduced capital
employed base and a slightly lower effective income tax rate for
2010 contributed to the ROCE improvement. The capital employed
base used in our 2010 ROCE computation decreased $230 million
from the prior year. Our effective income tax rate for 2010, excluding
the impact of acquisition costs and impairment and restructuring
charges, was 33.1 percent, down from 34.6 percent in 2009.
Including acquisition-related costs, impairment and restructuring
charges and our actual effective income tax rate, our ROCE for
2010 was 9.3 percent, as compared with 2.4 percent in 2009.
Debt to Adjusted EBITDA Ratio
Our long-term objective is to
maintain a ratio of debt to adjusted EBITDA of less than 2.25.
As a result of the debt we incurred to finance the acquisition of
National Starch, this ratio rose to 3.1 at December 31, 2010, from
1.3 at December 31, 2009. We expect to lower this ratio to a level
consistent with our long-term objective as our earnings grow in
2011 and we reduce our indebtedness.
Debt to Capitalization Percentage
Our long-term goal is to
maintain a Debt to Capitalization percentage in the range of 32
to 35 percent. At December 31, 2010, our Debt to Capitalization
percentage was 43.9 percent, up from a very low 22.8 percent a
year ago, primarily reflecting the debt we incurred to finance the
acquisition of National Starch. We are focused on lowering this
ratio to our targeted range by growing our earnings and reducing
indebtedness over time.
Operating Working Capital as a percentage of Net Sales
Our
long-term goal is to maintain operating working capital in a range
of 8 to 10 percent of our net sales. At December 31, 2010, the
metric was 14.7 percent, up from the 11.6 percent of a year ago,
primarily reflecting the impact of the National Starch acquisition.
Because our net sales include only three months of sales from
the acquired operations (as opposed to a full year), this metric is
higher than it would have otherwise been. The increase in the metric
also reflects higher working capital at our historical operations that
more than offset the impact of our organic sales growth. We will
continue to focus on managing our working capital in 2011.
Critical Accounting Policies and Estimates
Our consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial state-
ments requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the
financial statements, as well as the reported amounts of revenues
and expenses during the reporting period. Actual results may differ
from these estimates under different assumptions and conditions.
We have identified below the most critical accounting policies
upon which the financial statements are based and that involve
our most complex and subjective decisions and assessments. Our
senior management has discussed the development, selection and
disclosure of these policies with members of the Audit Committee
of our Board of Directors. These accounting policies are provided
in the notes to the consolidated financial statements. The discussion
that follows should be read in conjunction with the consolidated
financial statements and related notes included elsewhere in this
Annual Report on Form 10-K.
Long-lived Assets
We have substantial investments in property,
plant and equipment and goodwill. For property, plant and equip-
ment, we recognize the cost of depreciable assets in operations
over the estimated useful life of the assets, and we evaluate the
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CORN PRODUCTS INTERNATIONAL
25
recoverability of these assets whenever events or changes in
circumstances indicate that the carrying value of the assets may
not be recoverable. For goodwill we perform an annual impairment
assessment (or more frequently if impairment indicators arise).
We have chosen to perform this annual impairment assessment
in September of each year. An impairment loss could be recog-
nized in operating earnings if the fair value of goodwill or property,
plant and equipment is less than its carrying amount. For long-lived
assets, we test for recoverability whenever events or circumstances
indicate that the carrying amount may not be recoverable.
In analyzing the fair value of goodwill and assessing the
recoverability of the carrying value of property, plant and equip-
ment, we have to make projections regarding future cash flows.
In developing these projections, we make a variety of important
assumptions and estimates that have a significant impact on our
assessments of whether the carrying values of goodwill and prop-
erty, plant and equipment should be adjusted to reflect impairment.
Among these are assumptions and estimates about the future
growth and profitability of the related business unit, anticipated
future economic, regulatory and political conditions in the busi-
ness unit’s market, the appropriate discount rates relative to the
risk profile of the unit or assets being evaluated and estimates
of terminal or disposal values.
Due to a devastating earthquake, in February 2010, our plant in
Llay-Llay, Chile suffered significant damage. In the second quarter
of 2010, we determined that the carrying amount of a significant
portion of the plant and equipment exceeded its fair value and
therefore these assets were impaired. As a result, we recorded
a $24 million charge for impaired assets and other related costs.
We also wrote off $119 million of goodwill related to our South
Korean operations in the second quarter of 2009.
As we integrate National Starch, we will address whether there
is a need to consolidate manufacturing facilities or redeploy assets
to areas where we can expect to achieve a higher return on our
investment. This review may result in the closing or selling of certain
of our 37 manufacturing facilities. The closing or selling of any of the
facilities could have a significant negative impact on the results of
operations in the year that the closing or selling of a facility occurs.
Even though it was determined that there was no additional
long-lived asset impairment as of December 31, 2010, the future
occurrence of a potential indicator of impairment, such as a signifi-
cant adverse change in the business climate that would require a
change in our assumptions or strategic decisions made in response
to economic or competitive conditions, could require us to perform
an assessment prior to the next required assessment date of
December 31, 2011.
Income Taxes
We use the asset and liability method of accounting
for income taxes. This method recognizes the expected future tax
consequences of temporary differences between book and tax
bases of assets and liabilities and provides a valuation allowance
when deferred tax assets are not more likely than not to be realized.
We have considered forecasted earnings, future taxable income,
the mix of earnings in the jurisdictions in which we operate and
prudent and feasible tax planning strategies in determining the
need for a valuation allowance. In the event we were to determine
that we would not be able to realize all or part of our net deferred
tax assets in the future, we would increase the valuation allowance
and make a corresponding charge to earnings in the period in which
we make such determination. Likewise, if we later determine that
we are more likely than not to realize the net deferred tax assets,
we would reverse the applicable portion of the previously provided
valuation allowance. At December 31, 2010, the Company main-
tained a valuation allowance of $29 million against certain foreign
tax credits and foreign net operating losses that management has
determined will more likely than not expire prior to realization. The
valuation allowance at December 31, 2010, with respect to foreign
tax credit carry-forwards, decreased to $4 million from $15 million
at December 31, 2009. The valuation allowance with respect to
foreign net operating losses increased to $25 million at December 31,
2010 from $20 million at December 31, 2009.
We are regularly audited by various taxing authorities, and
sometimes these audits result in proposed assessments where
the ultimate resolution may result in us owing additional taxes.
We establish reserves when, despite our belief that our tax return
positions are appropriate and supportable under local tax law, we
believe there is uncertainty with respect to certain positions and
we may not succeed in realizing the tax benefit. We evaluate these
unrecognized tax benefits and related reserves each quarter and
adjust the reserves and the related interest and penalties in light
of changing facts and circumstances regarding the probability of
realizing tax benefits, such as the settlement of a tax audit or the
expiration of a statute of limitations. We believe the estimates and
assumptions used to support our evaluation of tax benefit realiza-
tion are reasonable. However, final determinations of prior-year tax
liabilities, either by settlement with tax authorities or expiration of
statutes of limitations, could be materially different than estimates
reflected in assets and liabilities and historical income tax provisions.
The outcome of these final determinations could have a material
effect on our income tax provision, net income, or cash flows in
the period in which that determination is made. We believe our
tax positions comply with applicable tax law and that we have
adequately provided for any known tax contingencies.
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26
CORN PRODUCTS INTERNATIONAL
No taxes have been provided on undistributed foreign earnings
that are planned to be indefinitely reinvested. If future events,
including changes in tax law, material changes in estimates of cash,
working capital and long-term investment requirements, necessi-
tate that these earnings be distributed, an additional provision for
withholding taxes may apply, which could materially affect our
future effective tax rate.
Retirement Benefits
We sponsor non-contributory defined benefit
plans covering substantially all employees in the United States and
Canada, and certain employees in other foreign countries. We also
provide healthcare and life insurance benefits for retired employees
in the United States and Canada. The net periodic pension and
postretirement benefit cost was $18 million in 2010 and $16 million
in 2009. The Company estimates that net periodic pension and
postretirement benefit expense for 2011 will include approximately
$6 million relating to the amortization of its accumulated actuarial
loss and prior service cost included in accumulated other comprehen-
sive loss at December 31, 2010. In order to measure the expense
and obligations associated with these retirement benefits, our
management must make a variety of estimates and assumptions,
including discount rates used to value certain liabilities, expected
return on plan assets set aside to fund these obligations, rate of
compensation increase, employee turnover rates, retirement rates,
mortality rates, and other factors. These estimates and assumptions
are based on our historical experience, along with our knowledge
and understanding of current facts, trends and circumstances. We
use third-party specialists to assist management in evaluating our
assumptions and estimates, as well as to appropriately measure
the costs and obligations associated with our retirement benefit
plans. Had we used different estimates and assumptions with
respect to these plans, our retirement benefit obligations and
related expense could vary from the actual amounts recorded, and
such differences could be material. Additionally, adverse changes
in investment returns earned on pension assets and discount rates
used to calculate pension and related liabilities or changes in
required pension funding levels may have an unfavorable impact
on future pension expense and cash flow. See also Note 9 of
the notes to the consolidated financial statements.
New Accounting Standards
In January 2010, the Financial Accounting Standards Board (“FASB”)
issued Accounting Standards Update (“ASU”) No. 2010-06,
Improving
Disclosures about Fair Value Measurements
. The Update requires
entities to disclose separately the amounts of significant transfers
in and out of Level 1 and Level 2 fair value measurements and
describe the reasons for the transfers. In addition, the Update
requires entities to present separately information about purchases,
sales, issuances, and settlements in the reconciliation for fair value
measurements using significant unobservable inputs (Level 3).
The disclosures related to Level 1 and Level 2 fair value measure-
ments are effective for interim and annual periods beginning after
December 15, 2009. The disclosures related to Level 3 fair value
measurements are effective for interim and annual periods beginning
after December 15, 2010. The Update requires new disclosures
only, and will have no impact on our consolidated financial position,
results of operation, or cash flows.
In December 2010, the FASB issued ASU 2010-28,
Intangibles –
Goodwill and Other –
When to Perform Step 2 of the Goodwill
Impairment Test for Reporting Units with Zero or Negative Carrying
Amounts
to modify Step 1 of the goodwill impairment test for
reporting units having a carrying value of zero or less. The Update
requires an entity having such a reporting unit to assess whether
it is more likely than not that the reporting units’ goodwill is impaired.
If the entity determines that it is more likely than not that the
goodwill of such a reporting unit is impaired, the entity should
perform Step 2 of the goodwill impairment test for that reporting
unit. Any resulting goodwill impairment should be recorded as a
cumulative-effect adjustment to beginning retained earnings in the
period of adoption. Any goodwill impairments occurring after the
initial adoption of the guidance in this Update should be included in
earnings. The Update is effective for fiscal years, and interim periods
within those years, beginning after December 15, 2010. The adoption
of the guidance contained in this Update is not expected to have
a material impact on our consolidated financial statements.
In December 2010, the FASB issued ASU 2010-29,
Disclosure
of Supplementary Pro Forma Information for Business Combinations
to address diversity in practice regarding the presentation of pro
forma revenue and earnings disclosures pertaining to business
combinations. The Update requires that entities present combined
pro forma disclosures for business combinations consummated
in the current year, as if the business combination occurred at
the beginning of the comparable prior annual reporting period.
Additionally, the Update requires a description of the nature and
amount of material, nonrecurring pro forma adjustments directly
attributable to the business combination included in the reported
pro forma revenue and earnings. The Update is effective prospec-
tively for business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period begin-
ning on or after December 15, 2010. The implementation of the
guidance in this Update affects future disclosures only, and will
not impact on our consolidated financial position, results of
operation, or cash flows.
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CORN PRODUCTS INTERNATIONAL
27
Forward Looking Statements
This Form 10-K 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. The Company intends these forward-looking
statements to be covered by the safe harbor provisions for such
statements. These statements include, among other things, any
predictions regarding the Company’s prospects or future financial
condition, earnings, revenues, tax rates, capital expenditures,
expenses or other financial items, any statements concerning
the Company’s prospects or future operations, including manage-
ment’s plans or strategies and objectives therefor and any
assumptions, expectations or beliefs underlying the foregoing.
These statements can sometimes be identified by the use of
forward looking words such as “may,” “will,” “should,” “anticipate,”
“believe,” “plan,” “project,” “estimate,” “expect,” “intend,” “continue,”
“pro forma,” “forecast” or other similar expressions or the nega-
tive thereof. All statements other than statements of historical
facts in this report or referred to in or incorporated by reference
into this report are “forward-looking statements.” These statements
are based on current expectations, but are subject to certain inher-
ent risks and uncertainties, many of which are difficult to predict
and are beyond our control. Although we believe our expectations
reflected in these forward-looking statements are based on reason-
able assumptions, stockholders are cautioned that no assurance
can be given that our expectations will prove correct. Actual results
and developments may differ materially from the expectations
expressed in or implied by these statements, based on various
factors, including the effects of global economic conditions and
their impact on our sales volumes and pricing of our products, our
ability to collect our receivables from customers and our ability to
raise funds at reasonable rates; fluctuations in worldwide markets
for corn and other commodities, and the associated risks of hedg-
ing against such fluctuations; fluctuations in the markets and prices
for our co-products, particularly corn oil; fluctuations in aggregate
industry supply and market demand; the behavior of financial
markets, including foreign currency fluctuations and fluctuations
in interest and exchange rates; continued volatility and turmoil in
the capital markets; the commercial and consumer credit environ-
ment; general political, economic, business, market and weather
conditions in the various geographic regions and countries in which
we manufacture and/or sell our products; future financial performance
of major industries which we serve, including, without limitation,
the food and beverage, pharmaceuticals, paper, corrugated, textile
and brewing industries; energy costs and availability, freight and
shipping costs, and changes in regulatory controls regarding quotas,
tariffs, duties, taxes and income tax rates; operating difficulties;
boiler reliability; our ability to effectively integrate and operate
acquired businesses, including National Starch; labor disputes;
genetic and biotechnology issues; changing consumption prefer-
ences and trends; increased competitive and/or customer pressure
in the corn-refining industry; and the outbreak or continuation
of serious communicable disease or hostilities including acts of
terrorism. Our forward-looking statements speak only as of the
date on which they are made and we do not undertake any obliga-
tion 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. 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 correc-
tions. For a further description of these and other risks, see Item 1A-
Risk Factors above and subsequent reports on Forms 10-Q and 8-K.
ITEM 7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
Interest Rate Exposure
Approximately 79 percent of our borrowings
at December 31, 2010 are fixed rate bonds and loans. Interest on
the remaining 21 percent of our borrowings is subject to change
based on changes in short-term rates, which could affect our interest
costs. See also Note 6 of the notes to the consolidated financial
statements entitled “Financing Arrangements” for further informa-
tion. A hypothetical increase of 1 percentage point in the weighted
average floating interest rate for 2010 would have increased our
interest expense and reduced our pretax income for 2010 by
approximately $2 million.
At December 31, 2010 and 2009, the carrying and fair values
of long-term debt were as follows:
2010
2009
Carrying
Fair
Carrying
Fair
(in millions)
amount
value
amount
value
4.625% senior notes,
due November 1, 2020
$÷«399
$÷«393
$÷÷–
$÷÷–
3.2% senior notes,
due November 1, 2015
349
351
–
–
6.625% senior notes,
due April 15, 2037
258
262
99
94
6.0% senior notes,
due April 15, 2017
200
214
200
204
5.62% senior notes,
due March 25, 2020
200
212
–
–
US revolving credit facility,
due September 2, 2013
275
275
–
–
US revolving credit facility,
replaced September 2, 2010
–
–
109
109
Total long-term debt
$1,681
$1,707
$408
$407
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28
CORN PRODUCTS INTERNATIONAL
In conjunction with a plan to issue the 5.62 percent Senior
Series A Notes and in order to manage exposure to variability
in the benchmark interest rate on which the fixed interest rate
of the Senior Series A Notes would be based, we had previously
entered into a Treasury Lock agreement (the “T-Lock”) with respect
to $50 million of these borrowings. The T-Lock was designated
as a hedge of the variability in cash flows associated with future
interest payments caused by market fluctuations in the benchmark
interest rate between the time the T-Lock was entered and the
time the debt was priced. It is accounted for as a cash flow hedge.
The T-Lock expired on April 30, 2009 and we paid approximately
$6 million, representing the losses on the T-Lock, to settle the
agreement. The losses are included in the accumulated other
comprehensive loss account (“AOCI”) in the equity section of
our balance sheet and are being amortized to financing costs over
the ten-year term of the Senior Series A Notes.
In conjunction with a plan to issue the 3.2 percent Senior
Notes due November 1, 2015 (the “2015 Notes”) and the 4.625
percent Senior Notes due November 1, 2020 (the “2020 Notes”),
and in order to manage our exposure to variability in the bench-
mark interest rates on which the fixed interest rates of these
notes would be based, we entered into T-Lock agreements with
respect to $300 million of the 2015 Notes and $300 million of
the 2020 Notes (the “T-Locks”). The T-Locks were designated as
hedges of the variability in cash flows associated with future inter-
est payments caused by market fluctuations in the benchmark
interest rate between the time the T-Locks were entered and the
time the debt was priced. The T-Locks are accounted for as cash
flow hedges. The T-Locks were terminated on September 15, 2010
and we paid approximately $15 million, representing the losses on
the T-Locks, to settle the agreements. The losses are included in
AOCI and are being amortized to financing costs over the terms
of the 2015 and 2020 Notes.
Commodity Costs
Our finished products are made primarily
from corn. In North America, we sell a large portion of finished
products at firm prices established in supply contracts typically
lasting for periods of up to one year. In order to minimize the
effect of volatility in the cost of corn related to these firm-priced
supply contracts, we enter into corn futures contracts, or take
other hedging positions in the corn futures market. These con-
tracts typically mature within one year. At expiration, we settle
the derivative contracts at a net amount equal to the difference
between the then-current price of corn and the futures contract
price. While these hedging instruments are subject to fluctuations
in value, changes in the value of the underlying exposures we are
hedging generally offset such fluctuations. While the corn futures
contracts or other hedging positions are intended to minimize the
volatility of corn costs on operating profits, occasionally the hedging
activity can result in losses, some of which may be material. Outside
of North America, sales of finished products under long-term,
firm-priced supply contracts are not material.
Energy costs represent a significant portion of our operating
costs. The primary use of energy is to create steam in the produc-
tion process and to dry product. We consume coal, natural gas,
electricity, wood and fuel oil to generate energy. The market prices
for these commodities vary depending on supply and demand,
world economies and other factors. We purchase these commodi-
ties based on our anticipated usage and the future outlook for
these costs. We cannot assure that we will be able to purchase
these commodities at prices that we can adequately pass on to
customers to sustain or increase profitability. We use derivative
financial instruments to hedge portions of our natural gas costs,
primarily in our North American operations.
Our commodity price hedging instruments generally relate to
contracted firm-priced business. Based on our overall commodity
hedge exposure at December 31, 2010, a hypothetical 10 percent
decline in market prices applied to the fair value of the instruments
would result in a charge to other comprehensive income of approxi-
mately $41 million, net of income tax benefit. It should be noted
that any change in the fair value of the contracts, real or hypotheti-
cal, would be substantially offset by an inverse change in the value
of the underlying hedged item.
Foreign Currencies
Due to our global operations, we are exposed
to fluctuations in foreign currency exchange rates. As a result,
we have exposure to translational foreign exchange risk when our
foreign operation results are translated to USD and to transactional
foreign exchange risk when transactions not denominated in the
functional currency of the operating unit are revalued. We selectively
use derivative instruments such as forward contracts, currency
swaps and options to manage transactional foreign exchange risk.
Based on our overall foreign currency transactional exposure at
December 31, 2010, a hypothetical 10 percent decline in the value
of the USD would have resulted in a transactional foreign exchange
loss of approximately $8 million. At December 31, 2010, our accu-
mulated other comprehensive loss account included in the equity
section of our consolidated balance sheet includes a cumulative
translation loss of $180 million. The aggregate net assets of our
foreign subsidiaries where the local currency is the functional
currency approximated $1.5 billion at December 31, 2010. A hypo-
thetical 10 percent decline in the value of the US dollar relative
to foreign currencies would have resulted in a reduction to our
cumulative translation loss and a credit to other comprehensive
income of approximately $166 million.
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CORN PRODUCTS INTERNATIONAL
29
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Corn Products International, Inc.:
We have audited the accompanying consolidated balance
sheets of Corn Products International, Inc. and subsidiaries (the
Company) as of December 31, 2010 and 2009, and the related
consolidated statements of income, comprehensive income,
equity and redeemable equity, and cash flows for each of the
years in the three-year period ended December 31, 2010. We also
have audited the Company’s internal control over financial reporting
as of December 31, 2010, based on criteria established in
Internal
Control – Integrated Framework
issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).
The Company’s management is responsible for these consolidated
financial statements, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of
internal control over financial reporting, included in the accompa-
nying Management’s Report on Internal Control over Financial
Reporting. Our responsibility is to express an opinion on these
consolidated financial statements and an opinion on the Company’s
internal control over financial reporting based on our audits.
We conducted our audits in accordance with the standards of
the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial state-
ments are free of material misstatement and whether effective
internal control over financial reporting was maintained in all mate-
rial respects. Our audits of the consolidated financial statements
included examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made
by management, and evaluating the overall financial statement
presentation. Our audit of internal control over financial reporting
included obtaining an understanding of internal control over finan-
cial reporting, assessing the risk that a material weakness exists,
and testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk. Our audits also
included performing such other procedures as we considered
necessary in the circumstances. We believe that our audits
provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of
the company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial state-
ments in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors
of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material
effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial posi-
tion of Corn Products International, Inc. and subsidiaries as of
December 31, 2010 and 2009, and the results of their operations
and their cash flows for each of the years in the three-year period
ended December 31, 2010, in conformity with U.S. generally
accepted accounting principles. Also in our opinion, the Company
maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2010, based on criteria
established in
Internal Control – Integrated Framework
issued by
the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).
The scope of management’s assessment of internal control
over financial reporting as of December 31, 2010 includes all of the
subsidiaries of Corn Products International, Inc., except for National
Starch, which was acquired on October 1, 2010. The consolidated
net sales of Corn Products International, Inc. and subsidiaries for
the year ended December 31, 2010 were $4.37 billion of which
National Starch represented $351 million. The consolidated total
assets of Corn Products International, Inc. and subsidiaries as of
December 31, 2010 were $5.07 billion of which National Starch
represented $1.95 billion. Our audit of internal control over finan-
cial reporting of Corn Products International, Inc. also excluded
an evaluation of the internal control over financial reporting of
National Starch.
/s/ KPMG LLP
Chicago, Illinois
February 28, 2011
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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30
CORN PRODUCTS INTERNATIONAL
(in millions, except per share amounts)
Years Ended December 31,
2010
2009
2008
Net sales before shipping and handling costs
$4,632
$3,890
$4,197
Less – shipping and handling costs
265
218
253
Net sales
4,367
3,672
3,944
Cost of sales
3,643
3,152
3,239
Gross profit
724
520
705
Selling, general and administrative expenses
370
247
275
Other (income) – net
(10)
(5)
(4)
Impairment/restructuring charges
25
125
–
385
367
271
Operating income
339
153
434
Financing costs – net
64
38
29
Income before income taxes
275
115
405
Provision for income taxes
99
68
130
Net income
176
47
275
Less: Net income attributable to non-controlling interests
7
6
8
Net income attributable to CPI
$÷«169
$÷÷«41
$÷«267
Weighted average common shares outstanding:
Basic
75.6
74.9
74.5
Diluted
76.8
75.5
75.9
Earnings per common share of CPI:
Basic
$÷2.24
÷$÷0.55
$÷3.59
Diluted
2.20
0.54
3.52
See notes to the consolidated financial statements.
Consolidated Statements of Income
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CORN PRODUCTS INTERNATIONAL
31
(in millions, except share and per share amounts)
As of December 31,
2010
2009
Assets
Current assets
Cash and cash equivalents
$÷««302
$÷««175
Accounts receivable – net
735
440
Inventories
678
394
Prepaid expenses
20
13
Deferred income tax assets
18
23
Total current assets
1,753
1,045
Property, plant and equipment, at cost
Land
163
125
Buildings
593
461
Machinery and equipment
3,809
3,272
4,565
3,858
Less: accumulated depreciation
(2,442)
(2,294)
2,123
1,564
Goodwill (less accumulated amortization of $11 and $11, respectively)
635
238
Other intangible assets (less accumulated amortization of $6 and $2, respectively)
364
7
Deferred income tax assets
71
3
Investments
12
10
Other assets
113
85
Total assets
$«5,071
$«2,952
Liabilities and equity
Current liabilities
Short-term borrowings and current portion of long-term debt
$÷÷««88
$÷««136
Deferred income taxes
12
9
Accounts payable
535
319
Accrued liabilities
256
101
Total current liabilities
891
565
Non-current liabilities
240
142
Long-term debt
1,681
408
Deferred income taxes
249
111
Redeemable common stock (500,000 shares issued and outstanding at
December 31, 2009) stated at redemption value
–
14
Share-based payments subject to redemption
8
8
CPI stockholders’ equity
Preferred stock – authorized 25,000,000 shares – $0.01 par value, none issued
–
–
Common stock – authorized 200,000,000 shares – $0.01 par value – 76,034,780 and
74,819,774 issued at December 31, 2010 and 2009, respectively
1
1
Additional paid-in capital
1,120
1,082
Less: Treasury stock (common stock; 11,529 and 433,596 shares
at December 31, 2010 and 2009, respectively) at cost
(1)
(13)
Accumulated other comprehensive loss
(190)
(308)
Retained earnings
1,046
919
Total CPI stockholders’ equity
1,976
1,681
Non-controlling interests
26
23
Total equity
2,002
1,704
Total liabilities and equity
$«5,071
$«2,952
See notes to the consolidated financial statements.
Consolidated Balance Sheets
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32
CORN PRODUCTS INTERNATIONAL
(in millions)
Years ended December 31,
2010
2009
2008
Net income
$176
$÷47
$«275
Other comprehensive income (loss):
Gains (losses) on cash flow hedges, net of income tax effect of
$12, $28 and $77, respectively
20
(45)
(127)
Reclassification adjustment for losses (gains) on cash flow hedges included
in net income, net of income tax effect of $34, $117 and $63, respectively
54
199
(105)
Actuarial loss on pension and other postretirement obligations,
settlements and plan amendments, net of income tax
(7)
(5)
(15)
Losses related to pension and other postretirement obligations
reclassified to earnings, net of income tax
3
2
2
Unrealized loss on investment, net of income tax
–
–
(3)
Currency translation adjustment
48
135
(231)
Comprehensive income (loss)
$294
$333
$(204)
Less: Comprehensive income attributable to non-controlling interests
7
6
8
Comprehensive income (loss) attributable to CPI
$287
$327
$(212)
See notes to the consolidated financial statements.
Consolidated Statements of Comprehensive Income (Loss)
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CORN PRODUCTS INTERNATIONAL
33
Equity
Accumulated
Share-based
Additional
Other
Non-
Redeemable
Payments
Common
Paid-In
Treasury
Comprehensive
Retained
Controlling
Common
Subject to
(in millions)
Stock
Capital
Stock
Income (Loss)
Earnings
Interests
Stock
Redemption
Balance, December 31, 2007
$1
$1,082
$(57)
$(115)
$«÷694
$21
$«19
$÷9
Net income attributable to CPI
267
Net income attributable to non-controlling interests
8
Dividends declared
(40)
(4)
Losses on cash flow hedges, net of income tax effect of $77
(127)
Amount of gains on cash flow hedges reclassified
to earnings, net of income tax effect of $63
(105)
Unrealized loss on investment, net of income tax
(3)
Repurchases of common stock
(1)
Issuance of common stock on exercise of stock options
(9)
20
Stock option expense
5
Other share-based compensation
(2)
9
2
Excess tax benefit on share-based compensation
5
Change in fair value of redeemable common stock
5
(5)
Currency translation adjustment
(231)
Actuarial loss on postretirement obligations, net of income tax
(15)
Losses related to postretirement obligations reclassified
to earnings, net of income tax
2
Effects of changing pension plan measurement date and related
impact on service cost, interest cost and expected return on
plan assets for October 1 – December 31, 2007, net of income tax
(1)
Other
(3)
Balance, December 31, 2008
$1
$1,086
$(29)
$(594)
$÷«920
$22
$«14
$11
Net income attributable to CPI
41
Net income attributable to non-controlling interests
6
Dividends declared
(42)
(3)
Losses on cash flow hedges, net of income tax effect of $28
(45)
Amount of losses on cash flow hedges reclassified
to earnings, net of income tax effect of $117
199
Repurchases of common stock
(3)
Issuance of common stock on exercise of stock options
(7)
11
Stock option expense
5
Other share-based compensation
(1)
8
(3)
Excess tax benefit on share-based compensation
1
Currency translation adjustment
135
Purchase of non-controlling interests
(2)
(1)
Actuarial loss on postretirement obligations, settlements and
plan amendments, net of income tax
(5)
Losses related to postretirement obligations reclassified
to earnings, net of income tax
2
Other
(1)
Balance, December 31, 2009
$1
$1,082
$(13)
$(308)
$÷«919
$23
$«14
$÷8
Net income attributable to CPI
169
Net income attributable to non-controlling interests
7
Dividends declared
(42)
(3)
Gains on cash flow hedges, net of income tax effect of $12
20
Amount of losses on cash flow hedges reclassified
to earnings, net of income tax effect of $34
54
Repurchases of common stock
(5)
Issuance of common stock on exercise of stock options
5
17
Stock option expense
6
Other share-based compensation
7
Excess tax benefit on share-based compensation
6
Currency translation adjustment
48
Expiration of put option
14
(14)
Actuarial loss on postretirement obligations, settlements and
plan amendments, net of income tax
(7)
Losses related to postretirement obligations reclassified
to earnings, net of income tax
3
Other
(1)
Balance, December 31, 2010
$1
$1,120
$÷(1)
$(190)
$1,046
$26
$÷«–
$÷8
See notes to the consolidated financial statements.
Consolidated Statements of Equity and Redeemable Equity
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34
CORN PRODUCTS INTERNATIONAL
(in millions)
Years ended December 31,
2010
2009
2008
Cash provided by (used for) operating activities:
Net income
$÷÷176
$÷«47
$«275
Non-cash charges (credits) to net income:
Charge for fair value mark-up of acquired inventory
27
–
–
Bridge loan financing cost charge
20
–
–
Write-off of impaired assets
19
124
–
Depreciation and amortization
155
130
128
Deferred income taxes
(30)
–
12
Stock option expense
6
5
5
Foreign currency transaction losses (gains)
2
6
(9)
Changes in working capital:
Accounts receivable and prepaid expenses
(45)
(3)
(43)
Inventories
(51)
82
(91)
Accounts payable and accrued liabilities
123
(64)
(29)
Decrease (increase) in margin accounts
18
242
(295)
Deposit with tax authority
–
–
(13)
Other
(26)
17
(19)
Cash provided by (used for) operating activities
394
586
(79)
Cash provided by (used for) investing activities:
Capital expenditures
(159)
(146)
(228)
Proceeds from disposal of plants and properties
3
5
9
Payments for acquisitions, net of cash acquired of $82 in 2010
(1,272)
(4)
–
Cash used for investing activities
(1,428)
(145)
(219)
Cash provided by (used for) financing activities:
Payments on debt
(77)
(340)
(56)
Proceeds from borrowings
1,289
8
313
Bridge loan financing costs
(20)
–
–
Debt issuance costs
(15)
–
–
Dividends paid (including to non-controlling interests)
(45)
(45)
(42)
Repurchases of common stock
(5)
(3)
(1)
Issuance of common stock
22
4
11
Excess tax benefit on share-based compensation
6
1
5
Cash provided by (used for) financing activities
1,155
(375)
230
Effects of foreign exchange rate changes on cash
6
2
–
Increase (decrease) in cash and cash equivalents
127
68
(68)
Cash and cash equivalents, beginning of period
175
107
175
Cash and cash equivalents, end of period
$÷÷302
$«175
$«107
See notes to the consolidated financial statements.
Consolidated Statements of Cash Flows
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CORN PRODUCTS INTERNATIONAL
35
NOTE 1. DESCRIPTION OF THE BUSINESS
Corn Products International, Inc. (“CPI” or “the Company”) was
founded in 1906 and became an independent and public company
as of December 31, 1997. The Company operates domestically and
internationally in one business segment, the production and sale of
starches and sweeteners derived from wet milling and processing of
corn and other starch-based materials, for a wide range of industries.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements
consist of the accounts of the Company, including all significant
subsidiaries. Intercompany accounts and transactions are elimi-
nated in consolidation.
The preparation of the accompanying consolidated financial
statements in conformity with accounting principles generally
accepted in the United States of America requires management
to make estimates and assumptions about future events. These
estimates and the underlying assumptions affect the amounts of
assets and liabilities reported, disclosures about contingent assets
and liabilities, and reported amounts of revenues and expenses.
Such estimates include the value of purchase consideration, valua-
tion of accounts receivable, inventories, goodwill, intangible assets
and other long-lived assets, legal contingencies, guarantee obliga-
tions, and assumptions used in the calculation of income taxes, and
pension and other postretirement benefits, among others. These
estimates and assumptions are based on management’s best esti-
mates and judgment. Management evaluates its estimates and
assumptions on an ongoing basis using historical experience and
other factors, including the current economic environment, which
management believes to be reasonable under the circumstances.
Management will adjust such estimates and assumptions when
facts and circumstance dictate. Foreign currency devaluations,
corn price volatility, access to difficult credit markets, and declines
in the global economic environment have combined to increase
the uncertainty inherent in such estimates and assumptions. As
future events and their effects cannot be determined with preci-
sion, actual results could differ significantly from these estimates.
Changes in those estimates resulting from continuing changes in
the economic environment will be reflected in the financial state-
ments in future periods.
Assets and liabilities of foreign subsidiaries, other than those
whose functional currency is the US dollar, are translated at current
exchange rates with the related translation adjustments reported
in equity as a component of accumulated other comprehensive
income (loss). Income statement accounts are translated at the
average exchange rate during the period. Where the US dollar is
considered the functional currency, monetary assets and liabilities
are translated at current exchange rates with the related adjustment
included in net income. Non-monetary assets and liabilities are
translated at historical exchange rates. The Company incurs foreign
currency transaction gains/losses relating to assets and liabilities
that are denominated in a currency other than the functional cur-
rency. For 2010, 2009 and 2008, the Company incurred foreign
currency transaction gains (losses) of ($2 million), ($6 million) and
$9 million, respectively. The Company’s accumulated other compre-
hensive loss included in equity on the Consolidated Balance Sheets
includes cumulative translation loss adjustments of $180 million
and $228 million at December 31, 2010 and 2009, respectively.
Cash and cash equivalents
Cash equivalents consist of all
instruments purchased with an original maturity of three months
or less, and which have virtually no risk of loss in value.
Inventories
Inventories are stated at the lower of cost or net
realizable value. Costs are determined using the first-in, first-out
(FIFO) method.
Investments
Investments in the common stock of affiliated
companies over which the Company does not exercise significant
influence are accounted for under the cost method and are carried
at cost or less. The Company’s wholly-owned Canadian subsidiary
has an investment that is accounted for under the cost method.
The carrying value of this investment was $6 million at December 31,
2010 and 2009. Investments that enable the Company to exercise
significant influence, but do not represent a controlling interest,
are accounted for under the equity method; such investments
are carried at cost or less, adjusted to reflect the Company’s pro-
portionate share of income or loss, less dividends received. The
Company did not have any investments accounted for under the
equity method at December 31, 2010 or 2009. The Company also
has equity interests in the CME Group Inc. and in Smurfit-Stone
Container Corporation, which it classifies as available for sale secu-
rities. These investments are carried at fair value with unrealized
gains and losses recorded to other comprehensive income. The
Company would recognize a loss on its investments when there
is a loss in value of an investment that is other than temporary.
Notes to the Consolidated Financial Statements
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36
CORN PRODUCTS INTERNATIONAL
Property, Plant and Equipment and Depreciation
Property,
plant and equipment are stated at cost less accumulated depre-
ciation. Depreciation is generally computed on the straight-line
method over the estimated useful lives of depreciable assets,
which range from 10 to 50 years for buildings and from 3 to 25
years for all other assets. Where permitted by law, accelerated
depreciation methods are used for tax purposes. The Company
reviews the recoverability of the net book value of property, plant
and equipment for impairment whenever events and circumstances
indicate that the net book value of an asset may not be recoverable
from estimated future cash flows expected to result from its use
and eventual disposition. If this review indicates that the carrying
values will not be recovered, the carrying values would be reduced
to fair value and an impairment loss would be recognized.
Goodwill and Other Intangible Assets
Goodwill ($635 million
and $238 million at December 31, 2010 and 2009, respectively)
represents the excess of cost over fair value of net assets acquired.
The Company also has other intangible assets ($364 million at
December 31, 2010 and $7 million at December 31, 2009, respec-
tively). The carrying amount of goodwill and other intangible assets
by geographic segment as of December 31, 2010 and 2009 was
as follows:
(in millions)
At December 31,
2010
2009
North America
$558
$137
South America
104
94
Asia/Africa
177
14
Europe
160
–
Total
$999
$245
The Company assesses goodwill for impairment annually
(or more frequently if impairment indicators arise). The Company
has chosen to perform this annual impairment assessment in
September of each year. The Company has completed the required
impairment assessments and determined there to be no goodwill
impairment for 2010. In 2009, the Company wrote off $119 million
of goodwill pertaining to its South Korean operations. See Note 4
for additional information regarding this impairment charge.
Revenue Recognition
The Company recognizes operating revenues
at the time title to the goods and all risks of ownership transfer
to customers. This transfer is considered complete when a sales
agreement is in place, delivery has occurred, pricing is fixed or
determinable and collection is reasonably assured. In the case of
consigned inventories, the title passes and the transfer of owner-
ship risk occurs when the goods are used by the customer. Taxes
assessed by governmental authorities and collected from customers
are accounted for on a net basis and thereby excluded from revenues.
Hedging Instruments
The Company uses derivative financial
instruments principally to offset exposure to market risks arising
from changes in commodity prices, foreign currency exchange
rates and interest rates. Derivative financial instruments used by
the Company consist of commodity futures and option contracts,
forward currency contracts and options, interest rate swap agree-
ments and treasury lock agreements. The Company enters into
futures and option contracts, which are designated as hedges of
specific volumes of commodities (corn and natural gas) that will
be purchased and processed in a future month. These derivative
financial instruments are recognized in the Consolidated Balance
Sheets at fair value. The Company has also, from time to time,
entered into interest rate swap agreements that effectively con-
verted the interest rate on certain fixed rate debt to a variable
interest rate and, on certain variable rate debt, to a fixed interest
rate. The Company periodically enters into treasury lock agreements
to lock the benchmark rate for an anticipated fixed rate borrowing.
See also Note 5 and Note 6 of the notes to the consolidated
financial statements for additional information.
On the date a derivative contract is entered into, the Company
designates the derivative as either a hedge of variable cash flows
to be paid related to interest on variable rate debt, as a hedge of
market variation in the benchmark rate for a future fixed rate debt
issue or as a hedge of certain forecasted purchases of corn or nat-
ural gas used in the manufacturing process (“a cash-flow hedge”),
or as a hedge of the fair value of certain debt obligations (“a fair-
value hedge”). This process includes linking all derivatives that are
designated as fair-value or cash-flow hedges to specific assets and
liabilities on the Consolidated Balance Sheet, or to specific firm
commitments or forecasted transactions. For all hedging relation-
ships, the Company formally documents the hedging relationships
and its risk-management objective and strategy for undertaking
the hedge transactions, the hedging instrument, the hedged item,
the nature of the risk being hedged, how the hedging instrument’s
effectiveness in offsetting the hedged risk will be assessed, and
a description of the method of measuring ineffectiveness. The
Company also formally assesses, both at the hedge’s inception
and on an ongoing basis, whether the derivatives that are used in
hedging transactions are highly effective in offsetting changes in
cash flows or fair values of hedged items. When it is determined
that a derivative is not highly effective as a hedge or that it has
ceased to be a highly effective hedge, the Company discontinues
hedge accounting prospectively.
Changes in the fair value of floating-to-fixed interest rate swaps,
treasury locks or commodity futures and option contracts that are
highly effective and that are designated and qualify as cash-flow
hedges are recorded in other comprehensive income, net of appli-
cable income taxes. Realized gains and losses associated with
changes in the fair value of interest rate swaps and treasury locks
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CORN PRODUCTS INTERNATIONAL
37
are reclassified from accumulated other comprehensive income
(“AOCI”) to the Consolidated Statement of Income over the life
of the underlying debt. Gains and losses on commodity hedging
contracts are reclassified from AOCI to the Consolidated Statement
of Income when the finished goods produced using the hedged
item are sold. The maximum term over which the Company
hedges exposures to the variability of cash flows for commodity
price risk is 24 months. Changes in the fair value of a fixed-to-
floating interest rate swap agreement that is highly effective and
that is designated and qualifies as a fair-value hedge, along with
the loss or gain on the hedged debt obligation, are recorded in
earnings. The ineffective portion of the change in fair value of a
derivative instrument that qualifies as either a cash-flow hedge
or a fair-value hedge is reported in earnings.
The Company discontinues hedge accounting prospectively
when it is determined that the derivative is no longer effective in
offsetting changes in the cash flows or fair value of the hedged
item, the derivative expires or is sold, terminated or exercised,
the derivative is de-designated as a hedging instrument because
it is unlikely that a forecasted transaction will occur, or manage-
ment determines that designation of the derivative as a hedging
instrument is no longer appropriate. When hedge accounting is
discontinued, the Company continues to carry the derivative on
the Consolidated Balance Sheet at its fair value, and gains and
losses that were included in AOCI are recognized in earnings.
Stock-based Compensation
The Company has a stock incentive
plan that provides for stock-based employee compensation, includ-
ing the granting of stock options and shares of restricted stock, to
certain key employees. Compensation expense is recognized in the
Consolidated Statement of Income for the Company’s stock-based
employee compensation plan. The plan is more fully described in
Note 12.
Earnings per Common Share
Basic earnings per common
share is computed by dividing net income by the weighted aver-
age number of shares outstanding (including redeemable common
stock for years prior to 2010), which totaled 75.6 million for 2010,
74.9 million for 2009 and 74.5 million for 2008. Diluted earnings per
share (EPS) is computed by dividing net income by the weighted
average number of shares outstanding, including the dilutive effect
of outstanding stock options and other shares associated with
long-term incentive compensation plans. The weighted average
number of shares outstanding for diluted EPS calculations was
76.8 million, 75.5 million and 75.9 million for 2010, 2009 and 2008,
respectively. In 2010, 2009 and 2008, options to purchase approxi-
mately 1.4 million, 2.3 million and 1.3 million shares of common
stock, respectively, were excluded from the calculation of the
weighted average number of shares outstanding for diluted EPS
because their effects were anti-dilutive.
Risks and Uncertainties
The Company operates domestically
and internationally in one business segment. In each country, the
business and assets are subject to varying degrees of risk and
uncertainty. The Company insures its business and assets in each
country against insurable risks in a manner that it deems appropri-
ate. Because of this geographic dispersion, the Company believes
that a loss from non-insurable events in any one country would not
have a material adverse effect on the Company’s operations as a
whole. Additionally, the Company believes there is no significant con-
centration of risk with any single customer or supplier whose failure
or non-performance would materially affect the Company’s results.
Recently Adopted Accounting Standards
Effective July 1, 2009,
the Company adopted the Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) Topic 105,
Generally Accepted Accounting Principles
(“ASC 105”). ASC 105
establishes the FASB Accounting Standards Codification (the
“Codification”) as the source of authoritative United States gener-
ally accepted accounting principles (“GAAP”) recognized by the
FASB to be applied to nongovernmental entities and it is not
intended to change or alter previously existing US GAAP. Rules
and interpretive releases of the SEC under authority of federal
securities laws are also sources of authoritative GAAP for SEC
registrants. The Codification supersedes all previously existing
non-SEC accounting and reporting standards and the FASB will
not issue new standards in the form of Statements, FASB Staff
Positions or Emerging Issues Task Force Abstracts. Instead, the
FASB now issues Accounting Standards Updates (“ASUs”). The
FASB does not consider ASUs as authoritative in their own right.
ASUs serve only to update the Codification, provide background
information about the guidance and provide the bases for conclu-
sions with respect to the change or changes to the Codification.
The adoption of the Codification did not have a material impact
on the Company’s consolidated financial statements.
In September 2006, the FASB issued guidance pertaining to
the accounting and disclosure for defined benefit pension and
other postretirement plans. Among other things, the guidance
requires companies to: (i) recognize in the balance sheet, a net
liability or asset and an offsetting adjustment to accumulated other
comprehensive income, to record the funded status of defined
benefit pension and other post-retirement benefit plans; (ii) meas-
ure plan assets and obligations that determine its funded status as
of the end of the company’s fiscal year; and (iii) recognize in com-
prehensive income the changes in the funded status of a defined
benefit pension and postretirement plan in the year in which the
changes occur. The requirement to recognize the funded status of
a benefit plan and the disclosure requirements were effective as
of the end of the fiscal year ending after December 15, 2006. The
requirement to measure the plan assets and benefit obligations as
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38
CORN PRODUCTS INTERNATIONAL
of the year-end balance sheet date is effective for fiscal years
ending after December 15, 2008. Accordingly, the Company
began measuring its plan assets and benefit obligations using a
December 31st balance sheet date, effective December 31, 2008.
Previously, the Company had used a September 30th measurement
date. The change to using a year-end balance sheet measurement
date did not have a material impact on the Company’s consolidated
financial statements. See also Note 9 of the notes to the consoli-
dated financial statements for additional information.
In December 2007, the FASB issued guidance establishing new
accounting and reporting standards for a non-controlling interest in
a subsidiary and for the deconsolidation of a subsidiary. Among
other things, the guidance clarifies that a non-controlling interest
in a subsidiary (previously referred to as a minority interest in a
subsidiary) is an ownership interest in the consolidated entity that
is to be reported as equity in the consolidated balance sheet, as
opposed to being reported in the mezzanine section of the balance
sheet between liabilities and equity. Under the guidance, consoli-
dated net income is reported at amounts that include the amounts
attributable to both the parent and the non-controlling interest. The
guidance also requires disclosure of the amounts of consolidated net
income attributable to the parent and to the non-controlling interest
on the face of the consolidated statement of income. Additionally,
it establishes a single method of accounting for changes in a parent’s
ownership interest in a subsidiary that does not result in deconsol-
idation and clarifies that such transactions are equity transactions
if the parent retains its controlling financial interest in the subsidiary.
The guidance also requires that a parent recognize a gain or loss
in net income when a subsidiary is deconsolidated. The Company
adopted the new guidance effective January 1, 2009. The adoption
did not have a material effect on the Company’s consolidated finan-
cial statements. As required, the prior year consolidated financial
statements have been reclassified to conform to the current year’s
presentation. These reclassifications had no effect on CPI’s previ-
ously reported net income or cash flows.
In December 2007, the FASB issued guidance on how acquirers
recognize and measure the consideration transferred, identifiable
assets, liabilities assumed, noncontrolling interest, and goodwill
acquired in a business combination. The guidance also expands
required disclosures surrounding the nature and financial effects
of business combinations. The revised guidance is effective, on a
prospective basis, for fiscal years beginning after December 15,
2008. The adoption of the new guidance did not have a material
impact on the Company’s consolidated financial statements, how-
ever the guidance will impact the accounting for future business
combinations and the effect will be dependent upon the acquisi-
tions at that time.
In February 2008, the FASB issued revised guidance related to
fair value measurements, which among other things, partially deferred
the effective date to fiscal years beginning after November 15, 2008
for certain non-financial assets and non-financial liabilities. The
Company adopted the guidance with respect to financial assets
and liabilities in 2008. The application of the guidance related to
non-financial assets and liabilities, effective January 1, 2009, did
not have a material impact on the Company’s consolidated finan-
cial statements.
In March 2008, the FASB issued guidance intended to improve
transparency in financial reporting by requiring additional disclosures
with respect to derivative instruments and hedging activities, with
particular emphasis as to the effects that such items have on the
financial position, results of operations, and cash flows of an entity.
The requisite disclosures are provided in Note 5 of the notes to
the consolidated financial statements.
In June 2008, the FASB issued guidance stating that unvested
share-based payment awards which contain rights to receive non-
forfeitable dividends (whether paid or unpaid) are participating
securities, and should be included in the two-class method of
computing earnings per share. This guidance is effective for fiscal
years beginning after December 31, 2008 and for interim periods
within those years. The adoption of the guidance did not have a
material impact on the Company’s consolidated financial statements.
In December 2008, the FASB amended the disclosure
requirements for employer’s disclosure of plan assets for defined
benefit pension and other postretirement plans. The objective of the
additional disclosure requirements is to provide users of financial
statements with an understanding of how investment allocation
decisions are made, the major categories of plan assets held by
the plans, the inputs and valuation techniques used to measure
the fair value of plan assets, significant concentration of risk within
the Company’s plan assets, and for fair value measurements
determined using significant unobservable inputs a reconciliation
of changes between the beginning and ending balances. The addi-
tional requisite disclosures are provided in Note 9 of the notes
to the consolidated financial statements.
In April 2009, the FASB issued additional guidance on factors
to consider in estimating fair value when there has been a signifi-
cant decrease in market activity for a financial asset. The additional
guidance is effective for interim and annual periods ending after
June 15, 2009 and it did not have a material impact on the Company’s
consolidated financial statements.
In April 2009, the FASB issued guidance that requires publicly-
traded companies to provide disclosures on the fair value of financial
instruments in interim and annual financial statements. The guidance
is effective for interim and annual periods ending after June 15, 2009.
The required disclosures are provided in Note 5 of the notes to
the consolidated financial statements.
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CORN PRODUCTS INTERNATIONAL
39
In April 2009, the FASB issued guidance related to business
combinations that amends and clarifies application issues associated
with initial recognition and measurement, subsequent measurement
and accounting, and disclosure of assets and liabilities arising from
contingencies in a business combination. It is effective for assets
or liabilities arising from contingencies in business combinations
for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15,
2008. The revised guidance will impact the accounting and disclo-
sures arising from contingencies in business combinations and
the effect will be dependent upon the acquisitions at that time.
In May 2009, the FASB issued guidance that establishes
general standards of accounting for and disclosure of events that
occur after the balance sheet date but before financial statements
are filed with the SEC. The guidance defines subsequent events
and also required that companies disclose the date through which
they have evaluated subsequent events and the basis for that date.
The guidance is effective for financial statements issued for interim
and annual periods ending after June 15, 2009. In February 2010,
the FASB issued Accounting Standards Update (“ASU”) 2010-09,
Subsequent Events (Topic 855)
, which amends Topic 855 to remove
the requirement for an SEC filer to disclose the date through
which subsequent events have been evaluated. The adoption of
the guidance did not have an impact on the Company’s consoli-
dated financial statements.
In September 2009, the FASB issued ASU 2009-12,
Fair Value
Measurements and Disclosures – Investments in Certain Entities
That Calculate Net Asset Value per Share
. ASU 2009-12 allows, as
a practical expedient, companies that have investments that are
within the scope of this ASU to use net asset value per share of
the investment as a fair value measurement without further adjust-
ment. The Company adopted this standard, which applies to certain
benefit plan assets, in 2009. The adoption did not have a material
impact on the Company’s consolidated financial statements.
NOTE 3. ACQUISITIONS
On October 1, 2010, Company completed its acquisition of
National Starch, a global provider of specialty starches, from Akzo
Nobel N.V., a global coatings and specialty chemicals company,
headquartered in The Netherlands. The Company acquired 100 per-
cent of National Starch through asset purchases in certain countries
and stock purchases in certain countries. The purchase price was
$1.354 billion in cash, subject to certain post-closing adjustments
and other finalizations to the valuation. The funding of the purchase
price was provided principally from borrowings. See Note 6 for infor-
mation regarding the Company’s borrowing activity. The Company
incurred $35 million of acquisition costs and a $20 million charge
for bridge loan financing costs related to the acquisition in 2010.
The results of National Starch are included in the Company’s
consolidated results from October 1, 2010 forward.
The acquisition positions the Company with a broader portfolio
of products, enhanced geographic reach, and the ability to offer
customers a broad range of value-added ingredient solutions for
a variety of their evolving needs. National Starch had sales of
$1.2 billion in 2009 and provides the Company with, among other
things, 11 additional manufacturing facilities in 8 countries, across
5 continents. The acquisition also provides additional sales and tech-
nical offices around the world. With the acquisition, the Company
now employs approximately 10,700 people in North America, South
America, Asia/Africa and Europe. It operates 37 manufacturing
facilities in 15 countries; has sales offices in 29 countries, and has
research and ingredient development centers in key global markets.
The allocation of the preliminary purchase price to the tangible
and identifiable intangible assets acquired and liabilities assumed,
based on their fair values as of October 1, 2010, is provided below.
Goodwill represents the amount by which the purchase price
exceeds the fair value of the net assets acquired. It is estimated
that approximately 15 percent of the goodwill associated with this
acquisition is deductible for tax purposes.
(in millions)
Working capital
$÷«219
Property, plant and equipment
549
Other assets
119
Intangible assets
359
Goodwill
392
Non-current liabilities assumed
(284)
Total preliminary purchase price
$1,354
National Starch Results of Operations
Following is financial
information for the National Starch operations included in the
Company’s results since October 1, 2010.
October 1, 2010
through
(in millions)
December 31, 2010
Net sales
$351
Net income attributable to National Starch
8
Included in the results from the acquired National Starch
business was a one-time increase in cost of sales of $27 million
relating to the sale of National Starch inventory that was adjusted
to fair value at the acquisition date in accordance with business
combination accounting rules.
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40
CORN PRODUCTS INTERNATIONAL
Pro Forma Financial Information
Selected unaudited pro forma
results of operations for the years ended December 31, 2010 and
2009, assuming the National Starch acquisition occurred as of
January 1, 2009, are presented below:
(in millions, except per share)
2010
2009
Net sales
$5,323
$4,897
Net income attributable to CPI
283
61
Pro forma earnings per common share of CPI:
Basic
$÷3.74
$÷0.81
Diluted
$÷3.68
$÷0.81
For the nine months ended September 30, 2010 and for
the year ended December 31, 2009, the National Starch financial
statements excluded the effects of financing and taxes since Akzo
Nobel, its previous parent company, used a centralized approach
for cash management and to finance its global operations, as well
as to manage its global tax position. A 33 percent tax rate was
used to tax effect pro forma adjustments.
The Company made other acquisitions during the last three years,
none of which, either individually or in the aggregate, were material.
All of the Company’s acquisitions were accounted for under
the purchase method.
NOTE 4. ASSET IMPAIRMENT AND RESTRUCTURING CHARGES
On February 27, 2010, a devastating earthquake occurred off the
coast of Chile. The Company’s plant in Llay-Llay, Chile suffered
damage, including damage to the waste-water treatment facility,
corn silos, water tanks and warehousing. There was also structural
damage to the buildings. A structural engineering study was com-
pleted during the quarter ended June 30, 2010. Based on the
results of the study and other factors, the Company determined
that the carrying amount of a significant portion of the plant and
equipment exceeded its fair value and therefore, these assets
were impaired. As a result, the Company recorded a $24 million
charge for impaired assets and employee severance and related
benefit costs associated with the termination of employees in
Chile in its 2010 Statement of Income. As of December 31, 2010,
the employee terminations were completed and the restructuring
accrual was fully utilized. Shipments to customers in Chile are being
fulfilled from the Company’s plants in Argentina, Brazil and Mexico.
In the second quarter of 2009, the Company recorded a
$125 million charge to its Statement of Income for impaired assets
and restructuring costs. The charge included the write-off of $119 mil-
lion of goodwill pertaining to the Company’s operations in South
Korea and a $5 million charge to write-off impaired assets in North
America. Additionally, the Company recorded a $1 million charge
for employee severance and related benefit costs primarily attrib-
utable to the termination of employees in its Asia/Africa region. The
employee terminations have been completed and the restructuring
accrual has been fully utilized.
Goodwill is tested for impairment using a two-step process.
In the first step, the fair value of the reporting unit is compared to
its carrying value. If the fair value of the reporting unit exceeds the
carrying value of its net assets, goodwill is not considered impaired
and no further testing is required. If the carrying value of the net
assets exceeds the fair value of the reporting unit, a second step
of the impairment assessment is performed in order to determine
the implied fair value of a reporting unit’s goodwill. Determining
the implied fair value of goodwill requires a valuation of the report-
ing unit’s tangible and intangible assets and liabilities in a manner
similar to the allocation of purchase price in a business combina-
tion. If the carrying value of the reporting unit’s goodwill exceeds
the implied fair value of its goodwill, goodwill is deemed impaired
and is written down to the extent of the difference.
The Company reviews its long-lived assets whenever events
or changes in circumstances indicate that the carrying amount
of such assets may not be recoverable. As required under United
States generally accepted accounting principles, the impairment
analysis for long-lived assets occurs before the goodwill impair-
ment assessment. If the carrying amount of an asset or group of
assets exceeds its fair value, the asset may need to be written
down to its fair value.
NOTE 5. FINANCIAL INSTRUMENTS,
DERIVATIVES AND HEDGING ACTIVITIES
The Company is exposed to market risk stemming from changes
in commodity prices (corn and natural gas), foreign currency exchange
rates and interest rates. In the normal course of business, the
Company actively manages its exposure to these market risks by
entering into various hedging transactions, authorized under estab-
lished policies that place clear controls on these activities. These
transactions utilize exchange traded derivatives or over-the-counter
derivatives with investment grade counterparties. Derivative financial
instruments currently used by the Company consist of commodity
futures, options and swap contracts, and forward currency contracts
and options.
Commodity Price Hedging
The Company’s principal use of
derivative financial instruments is to manage commodity price risk
in North America relating to anticipated purchases of corn and natural
gas to be used in the manufacturing process, generally over the next
twelve to eighteen months. The Company maintains a commodity-
price risk management strategy that uses derivative instruments to
minimize significant, unanticipated earnings fluctuations caused by
commodity-price volatility. For example, the manufacturing of the
Company’s products requires a significant volume of corn and natural
gas. Price fluctuations in corn and natural gas cause the actual pur-
chase price of corn and natural gas to differ from anticipated prices.
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CORN PRODUCTS INTERNATIONAL
41
To manage price risk related to corn purchases in North
America, the Company uses corn futures and options contracts
that trade on regulated commodity exchanges to lock in its corn
costs associated with firm-priced customer sales contracts. The
Company uses over-the-counter gas swaps to hedge a portion of
its natural gas usage in North America. These derivative financial
instruments limit the impact that volatility resulting from fluctua-
tions in market prices will have on corn and natural gas purchases
and have been designated as cash flow hedges. Unrealized gains
and losses associated with marking the commodity hedging contracts
to market are recorded as a component of other comprehensive
income (“OCI”) and included in the equity section of the Consolidated
Balance Sheets as part of accumulated other comprehensive income/
loss (“AOCI”). These amounts are subsequently reclassified into
earnings in the month in which the related corn or natural gas is
used or in the month a hedge is determined to be ineffective. The
Company assesses the effectiveness of a commodity hedge con-
tract based on changes in the contract’s fair value. The changes in
the market value of such contracts have historically been, and are
expected to continue to be, highly effective at offsetting changes
in the price of the hedged items. The amounts representing the
ineffectiveness of these cash flow hedges are not significant.
At December 31, 2010, the Company’s AOCI account included
$54 million of gains, net of tax of $32 million, pertaining to commodi-
ties related derivative instruments that hedge the anticipated cash
flows from future transactions, most of which are expected to be
recognized in earnings within the next twelve months. Transactions
and events expected to occur over the next twelve months that
will necessitate reclassifying these derivative losses to earnings
include the sale of finished goods inventory that includes previ-
ously hedged purchases of corn and the usage of hedged natural
gas. Cash flow hedges discontinued during 2010 were not material.
Interest Rate Hedging
The Company assesses its exposure to
variability in interest rates by continually identifying and monitoring
changes in interest rates that may adversely impact future cash flows
and the fair value of existing debt instruments, and by evaluating
hedging opportunities. The Company maintains risk management
control systems to monitor interest rate risk attributable to both
the Company’s outstanding and forecasted debt obligations as well
as the Company’s offsetting hedge positions. The risk management
control systems involve the use of analytical techniques, including
sensitivity analysis, to estimate the expected impact of changes in
interest rates on the fair value of the Company’s outstanding and
forecasted debt instruments.
Derivative financial instruments that have been used by the
Company to manage its interest rate risk consist of Treasury Lock
agreements (“T-Locks”) and interest rate swaps. The Company
periodically enters into T-Locks to fix the benchmark component
of the interest rate to be established for certain planned fixed-rate
debt issuances (see also Note 6). The T-Locks are designated as
hedges of the variability in cash flows associated with future inter-
est payments caused by market fluctuations in the benchmark
interest rate until the fixed interest rate is established, and are
accounted for as cash flow hedges. Accordingly, changes in the
fair value of the T-Locks are recorded to AOCI until the consumma-
tion of the underlying debt offering, at which time any realized gain
(loss) is amortized to earnings over the life of the debt. The net
gain or loss recognized in earnings during 2010, 2009 and 2008,
representing the amount of the Company’s hedges’ ineffective-
ness, was not significant. The Company has also, from time to
time, entered into interest rate swap agreements that effectively
converted the interest rate on certain fixed-rate debt to a variable
rate. These swaps called for the Company to receive interest at a
fixed rate and to pay interest at a variable rate, thereby creating
the equivalent of variable-rate debt. The Company designated these
interest rate swap agreements as hedges of the changes in fair
value of the underlying debt obligation attributable to changes in
interest rates and accounted for them as fair value hedges. Changes
in the fair value of interest rate swaps designated as hedging
instruments that effectively offset the variability in the fair value
of outstanding debt obligations are reported in earnings. These
amounts offset the gain or loss (that is, the change in fair value)
of the hedged debt instrument that is attributable to changes in
interest rates (that is, the hedged risk) which is also recognized in
earnings. The Company did not have any Treasury Lock or interest
rate swap agreements outstanding at December 31, 2010 or 2009.
On March 25, 2010, the Company issued $200 million of
5.62 percent Senior Series A Notes due March 25, 2020 (the
“Series A Notes”). See Note 6 for additional information regarding
the Series A Notes. In conjunction with a plan to issue the Series A
Notes and in order to manage exposure to variability in the bench-
mark interest rate on which the fixed interest rate of these notes
would be based, the Company had previously entered into a Treasury
Lock agreement (the “T-Lock”) with respect to $50 million of these
borrowings. The T-Lock was designated as a hedge of the variabil-
ity in cash flows associated with future interest payments caused
by market fluctuations in the benchmark interest rate between the
time the T-Lock was entered and the time the debt was priced. It is
accounted for as a cash flow hedge. The T-Lock expired on April 30,
2009 and the Company paid approximately $6 million, representing
the losses on the T-Lock, to settle the agreement. The losses are
included in AOCI and are being amortized to financing costs over
the ten-year term of the Series A Notes.
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42
CORN PRODUCTS INTERNATIONAL
In connection with the acquisition of National Starch, on
September 17, 2010, the Company issued and sold $900 million
aggregate principal amount of senior unsecured notes (the “Notes”).
The Notes consist of $350 million aggregate principal amount of
3.2 percent notes due November 1, 2015 (the “2015 Notes”),
$400 million aggregate principal amount of 4.625 percent notes
due November 1, 2020 (the “2020 Notes”), and $150 million
aggregate principal amount of 6.625 percent notes due April 15,
2037. See Note 6 for additional information regarding the Notes. In
conjunction with a plan to issue these long-term fixed-rate Notes
and in order to manage its exposure to variability in the benchmark
interest rates on which the fixed interest rates of the Notes would
be based, the Company entered into T-Lock agreements with
respect to $300 million of the 2015 Notes and $300 million of
the 2020 Notes (the “T-Locks”). The T-Locks were designated as
hedges of the variability in cash flows associated with future inter-
est payments caused by market fluctuations in the benchmark
interest rate between the time the T-Locks were entered and the
time the debt was priced. The T-Locks are accounted for as cash
flow hedges. The T-Locks were terminated on September 15, 2010
and the Company paid approximately $15 million, representing the
losses on the T-Locks, to settle the agreements. The losses are
included in AOCI and are being amortized to financing costs over
the terms of the 2015 and 2020 Notes.
At December 31, 2010, the Company’s AOCI account included
$14 million of losses (net of tax of $9 million) related to Treasury
Lock agreements. Cash flow hedges discontinued during 2010
were not material.
Foreign Currency Hedging
Due to the Company’s global
operations, it is exposed to fluctuations in foreign currency exchange
rates. As a result, the Company has exposure to translational foreign
exchange risk when its foreign operation results are translated to
US dollars (USD) and to transactional foreign exchange risk when
transactions not denominated in the functional currency of the
operating unit are revalued. The Company primarily uses derivative
financial instruments such as foreign currency forward contracts,
swaps and options to manage its transactional foreign exchange
risk. These derivative financial instruments are primarily accounted
for as fair value hedges. As of December 31, 2010, the Company
had $41 million of net notional foreign currency forward contracts
that hedged net asset transactional exposures.
By using derivative financial instruments to hedge exposures,
the Company exposes itself to credit risk and market risk. Credit
risk is the risk that the counterparty will fail to perform under the
terms of the derivative contract. When the fair value of a derivative
contract is positive, the counterparty owes the Company, which
creates credit risk for the Company. When the fair value of a deriva-
tive contract is negative, the Company owes the counterparty and,
therefore, it does not possess credit risk. The Company minimizes
the credit risk in derivative instruments by entering into over-the-
counter transactions only with investment grade counterparties or
by utilizing exchange-traded derivatives. Market risk is the adverse
effect on the value of a financial instrument that results from a
change in commodity prices or interest rates. The market risk asso-
ciated with commodity-price and interest rate contracts is managed
by establishing and monitoring parameters that limit the types and
degree of market risk that may be undertaken.
The fair value and balance sheet location of the Company’s
derivative instruments accounted for as cash flow hedges are
presented below:
Fair Value of Derivative Instruments
(in millions)
Fair Value
Fair Value
Derivatives
Designated
Balance
At
At
Balance
At
At
as Hedging
Sheet
Dec. 31,
Dec. 31,
Sheet
Dec. 31,
Dec. 31,
Instruments
Location
2010
2009
Location
2010
2009
Accounts
payable and
Commodity
Accounts
accrued
contracts
receivable-net
$65
$26
liabilities
$4
$18
Total
$65
$26
$4
$18
At December 31, 2010, the Company had outstanding futures
and option contracts that hedge approximately 100 million bushels of
forecasted corn purchases. Also at December 31, 2010, the Company
had outstanding swap and option contracts that hedge approximately
11 million mmbtu’s of forecasted natural gas purchases.
Additional information relating to the Company’s derivative
instruments is presented below (in millions):
Amount of
Amount of
Losses
Gains (Losses)
Reclassified
Recognized in
from AOCI
OCI on Derivatives
into Income
Location
of Losses
Derivatives
Year
Year Reclassified
Year
Year
in Cash
Ended
Ended
from
Ended
Ended
Flow Hedging
Dec. 31,
Dec. 31,
AOCI into
Dec. 31,
Dec. 31,
Relationships
2010
2009
Income
2010
2009
Commodity
Cost of
contracts
$«47
$(77)
sales
$87
$315
Interest rate
Financing
contracts
(15)
4
costs, net
1
1
Total
$«32
$(73)
$88
$316
At December 31, 2010, the Company’s AOCI account included
approximately $53 million of gains on commodity hedging contracts,
net of income taxes, which are expected to be reclassified into
earnings during the next twelve months. The Company expects
the gains to be offset by changes in the underlying commodities
cost. Additionally, at December 31, 2010, the Company’s AOCI
account included approximately $2 million of losses on Treasury
Lock agreements, net of income taxes, which are expected to be
reclassified into earnings during the next twelve months.
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CORN PRODUCTS INTERNATIONAL
43
Presented below are the fair values of the Company’s financial
instruments and derivatives for the periods presented:
Short-term borrowings consist of the following at December 31:
(in millions)
2010
2009
Borrowings in various currencies (at rates ranging
from 1% to 15% for 2010 and 1% to 11% for 2009)
$88
$136
Current maturities of long-term debt
–
–
Total short-term borrowings
$88
$136
On March 25, 2010, the Company entered into a Private Shelf
Agreement (the “Shelf Agreement”) with Prudential Investment
Management, Inc. providing for the issuance of senior promissory
notes in an aggregate principal amount of $200 million.
On March 25, 2010, pursuant to the Shelf Agreement, the
Company issued 5.62 percent Senior Series A Notes due March 25,
2020 in an aggregate principal amount of $200 million (the “Series A
Notes”). The Series A Notes rank equally with the Company’s other
senior unsecured debt. Interest on the Series A Notes is required
to be paid semi-annually on March 25th and September 25th,
beginning in September 2010. The Series A Notes are subject to
optional prepayment by the Company at 100 percent of the princi-
pal amount plus interest up to the prepayment date and, in certain
circumstances, a make-whole amount. Proceeds from the sale of
the Series A Notes have been used for general corporate purposes.
The Shelf Agreement contains various covenants which are
substantially similar to the covenants in the Company’s revolving
credit facility, including financial covenants that require maintenance
of a maximum debt to EBITDA ratio and a minimum interest cover-
age ratio, as well as covenants that restrict the Company’s ability
to incur debt, create liens and merge with other entities. The Shelf
Agreement also contains customary events of default.
On September 2, 2010, the Company entered into a new
three-year, senior unsecured $1 billion revolving credit facility.The new
credit facility replaced the Company’s previously existing $500 million
senior unsecured revolving credit facility. The Company paid fees
of approximately $8 million relating to the new credit facility, which
are being amortized to interest expense over the three-year term
of the facility. The Company had $275 million of borrowings out-
standing under the revolving credit facility at December 31, 2010.
As of December 31, 2010
As of December 31, 2009
(in millions)
Total
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Available for sale securities
$÷÷÷«6
$÷6
$÷÷÷–
$÷–
$÷÷3
$÷3
$÷÷–
$÷–
Derivative assets
65
64
1
–
26
26
–
–
Derivative liabilities
4
–
4
–
18
2
16
–
Long-term debt
1,707
–
1,707
–
407
–
407
–
Level 1 inputs consist of quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable
for the asset or liability, either directly or indirectly for substantially the full term of the financial instrument. Level 2 inputs include quoted prices for similar assets or liabilities in active markets,
quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability or can be derived principally
from or corroborated by observable market data. Level 3 inputs are unobservable inputs for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that
observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.
The carrying values of cash equivalents, accounts receivable,
accounts payable and short-term borrowings approximate fair
values. Commodity futures, options and swap contracts, which
are designated as hedges of specific volumes of commodities are
recognized at fair value. Foreign currency forward contracts, swaps
and options hedge transactional foreign exchange risk related to
assets and liabilities denominated in currencies other than the
functional currency and are recognized at fair value. The fair value
of the Company’s long-term debt is estimated based on quota-
tions of major securities dealers who are market makers in the
securities. Presented below are the carrying amounts and the
fair values of the Company’s long-term debt at December 31,
2010 and 2009.
2010
2009
Carrying
Fair
Carrying
Fair
(in millions)
amount
value
amount
value
4.625% senior notes,
due November 1, 2020
$÷«399
$÷«393
$÷÷–
$÷÷–
3.2% senior notes,
due November 1, 2015
349
351
–
–
6.625% senior notes,
due April 15, 2037
258
262
99
94
6.0% senior notes,
due April 15, 2017
200
214
200
204
5.62% senior notes,
due March 25, 2020
200
212
–
–
US revolving credit facility,
due September 2, 2013
275
275
–
–
US revolving credit facility,
replaced September 2, 2010
–
–
109
109
Total long-term debt
$1,681
$1,707
$408
$407
NOTE 6. FINANCING ARRANGEMENTS
The Company had total debt outstanding of $1.77 billion and
$544 million at December 31, 2010 and 2009, respectively. Short-
term borrowings at December 31, 2010 and 2009 consist primarily
of amounts outstanding under various unsecured local country
operating lines of credit.
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44
CORN PRODUCTS INTERNATIONAL
Subject to certain terms and conditions, the Company may
increase the amount of the revolving facility under the Revolving
Credit Agreement by up to $250 million in the aggregate. All commit-
ted pro rata borrowings under the revolving facility will bear interest
at a variable annual rate based on the LIBOR or base rate, at the
Company’s election, subject to the terms and conditions thereof,
plus, in each case, an applicable margin based on the Company’s
leverage ratio (as reported in the financial statements delivered
pursuant to the Revolving Credit Agreement).
The Revolving Credit Agreement contains customary
representations, warranties, covenants, events of default, terms
and conditions, including limitations on liens, incurrence of debt,
mergers and significant asset dispositions. The Company must
also comply with a leverage ratio and an interest coverage ratio
covenant. The occurrence of an event of default under the Revolving
Credit Agreement could result in all loans and other obligations
under the agreement being declared due and payable and the
revolving credit facility being terminated.
In connection with the acquisition of National Starch, on
September 17, 2010, the Company issued and sold $900 million
aggregate principal amount of senior unsecured notes (the
“Notes”) as follows:
Premium
Selling
(in millions)
Principal
(Discount)
Price
3.2% notes due November 1, 2015
$350
$(1)
$349
4.625% notes due November 1, 2020
400
(1)
399
6.625% notes due April 15, 2037
150
8
158
$900
$«6
$906
The Company paid debt issuance costs of approximately
$7 million relating to the Notes, which are being amortized to
interest expense over the lives of the respective notes. Additionally,
the premium and discounts on the Notes will be amortized to
interest expense over the lives of the respective notes.
Interest on the 3.2 percent notes and the 4.625 percent notes
is required to be paid semi-annually on May 1st and November 1st,
commencing May 1, 2011. Interest on the 6.625 percent notes is
required to be paid semi-annually on April 15th and October 15th,
commencing October 15, 2010.
The Notes are redeemable, in whole at any time or in part from
time to time, at the Company’s option at a redemption price equal
to the greater of: (i) 100 percent of the principal amount of the Notes
to be redeemed; and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon
(not including any portion of such payments of interest accrued as
of the date of redemption), discounted to the date of redemption
on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined), plus 30
basis points, plus, in each case, accrued interest thereon to the
date of redemption.
As a result of the sale of the Notes and the entry into the new
revolving credit facility, the Company terminated the $1.35 billion
bridge term loan facility that it had previously arranged. Fees asso-
ciated with the bridge loan totaling $20 million were expensed to
financing costs in September 2010.
Long-term debt consists of the following at December 31:
(in millions)
2010
2009
4.625% senior notes, due November 1, 2020,
net of discount of $1
$÷«399
$÷÷–
3.2% senior notes, due November 1, 2015,
net of discount of $1
349
–
6.625% senior notes, due April 15, 2037,
net of prem. of $8 and disc. of $1, respectively
258
99
6.0% senior notes, due April 15, 2017
200
200
5.62% senior notes, due March 25, 2020
200
–
US revolving credit facility, due September 2, 2013
(at LIBOR indexed floating rate)
275
–
US revolving credit facility, replaced Sept. 2, 2010
(at LIBOR indexed floating rate)
–
109
Total
$1,681
$408
Less: current maturities
–
–
Long-term debt
$1,681
$408
The Company’s long-term debt matures as follows: $275 million
in 2013, $350 million in 2015, $200 million in 2017, $600 million in
2020 and $250 million in 2037.
Corn Products International, Inc. guarantees certain obligations
of its consolidated subsidiaries, which aggregated $57 million and
$21 million at December 31, 2010 and 2009, respectively.
In conjunction with a plan to issue the Series A Notes and in
order to manage exposure to variability in the benchmark interest
rate on which the fixed interest rate of these notes would be based,
the Company had previously entered into a Treasury Lock agreement
(the “T-Lock”) with respect to $50 million of these borrowings. The
T-Lock was designated as a hedge of the variability in cash flows
associated with future interest payments caused by market fluctu-
ations in the benchmark interest rate between the time the T-Lock
was entered and the time the debt was priced. It is accounted for
as a cash flow hedge. The T-Lock expired on April 30, 2009 and the
Company paid approximately $6 million, representing the losses
on the T-Lock, to settle the agreement. The losses are included in
AOCI and are being amortized to financing costs over the ten-year
term of the Series A Notes.
In conjunction with a plan to issue the $350 million aggregate
principal amount of 3.2 percent senior notes due November 1,
2015 (the “2015 Notes”) and the $400 million aggregate principal
amount of 4.625 percent senior notes due November 1, 2020 (the
“2020 Notes”) and in order to manage its exposure to variability
in the benchmark interest rates on which the fixed interest rates
of these notes would be based, the Company entered into T-Lock
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CORN PRODUCTS INTERNATIONAL
45
agreements with respect to $300 million of the 2015 Notes and
$300 million of the 2020 Notes (the “T-Locks”). The T-Locks were
designated as hedges of the variability in cash flows associated
with future interest payments caused by market fluctuations in the
benchmark interest rate between the time the T-Locks were entered
and the time the debt was priced. The T-Locks are accounted for
as cash flow hedges. The T-Locks were terminated on September
15, 2010 and the Company paid approximately $15 million, repre-
senting the losses on the T-Locks, to settle the agreements. The
losses are included in AOCI and are being amortized to financing
costs over the terms of the 2015 and 2020 Notes.
NOTE 7. LEASES
The Company leases rail cars, certain machinery and equipment,
and office space under various operating leases. Rental expense
under operating leases was $33 million, $29 million and $30 million
in 2010, 2009 and 2008, respectively. Minimum lease payments
due on leases existing at December 31, 2010 are shown below:
(in millions)
Year
Minimum Lease Payments
2011
$38
2012
32
2013
26
2014
21
2015
19
Balance thereafter
60
NOTE 8. INCOME TAXES
The components of income before income taxes and the provision
for income taxes are shown below:
(in millions)
2010
2009
2008
Income (loss) before income taxes:
United States
$«(26)
$÷25
$÷70
Foreign
301
90
335
Total
$275
$115
$405
Provision for income taxes:
Current tax expense
US federal
$÷«(4)
$÷÷2
$÷15
State and local
2
1
2
Foreign
131
65
101
Total current
$129
$÷68
$118
Deferred tax expense (benefit)
US federal
$÷«(8)
$÷«(3)
$÷11
State and local
(1)
(1)
2
Foreign
(21)
4
(1)
Total deferred
$«(30)
$÷÷–
$÷12
Total provision
$÷99
$÷68
$130
Deferred income taxes are provided for the tax effects of
temporary differences between the financial reporting basis and
tax basis of assets and liabilities. Significant temporary differences
at December 31, 2010 and 2009 are summarized as follows:
(in millions)
2010
2009
Deferred tax assets attributable to:
Employee benefit accruals
$÷34
$÷30
Pensions
43
19
Hedging/derivative contracts
–
17
Net operating loss carryforwards
28
23
Foreign tax credit carryforwards
20
24
Goodwill
27
8
Other
–
9
Gross deferred tax assets
$152
$130
Valuation allowance
(31)
(44)
Net deferred tax assets
$121
$÷86
Deferred tax liabilities attributable to:
Property, plant and equipment
$250
$180
Hedging/derivative contracts
22
–
Other
21
–
Total deferred tax liabilities
$293
$180
Net deferred tax liabilities
$172
$÷94
Net operating loss carryforwards at December 31, 2010 include
state net operating losses of $2 million and foreign net operating
losses of $26 million. The state net operating losses expire in vari-
ous years through 2030. Foreign net operating losses of $22 million
will expire in 2011 through 2021 if unused, while $4 million may
be carried forward indefinitely. The foreign tax credit carryforwards
of $20 million at December 31, 2010 will expire in 2011 through
2019 if not utilized.
Income tax accounting requires that a valuation allowance be
established when it is more likely than not that all or a portion of a
deferred tax asset will not be realized. In making this assessment,
management considers the level of historical taxable income, sched-
uled reversal of deferred tax liabilities, tax planning strategies and
projected future taxable income. The Company maintains a valuation
allowance of $31 million against certain foreign tax credits, foreign
net operating losses and deferred tax assets that management has
determined will more likely than not expire prior to realization. The
valuation allowance at December 31, 2010, with respect to foreign
tax credit carryforwards, decreased to $4 million from $15 million
at December 31, 2009. The valuation allowance with respect to
foreign net operating losses increased to $25 million at December 31,
2010 from $20 million at December 31, 2009. In addition, the valua-
tion allowance at December 31, 2010 with respect to the deferred
tax asset associated with the future tax amortization of goodwill
in Korea decreased to $1 million from $9 million at December 31,
2009. A valuation allowance of $1 million was established during
2010 against deferred tax assets related to certain fixed assets
that were written off for book purposes in Chile.
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46
CORN PRODUCTS INTERNATIONAL
A reconciliation of the US federal statutory tax rate to the
Company’s effective tax rate follows:
2010
2009
2008
Provision for tax at US statutory rate
35.00%
35.00%
35.00%
Tax rate difference on foreign income
0.31
0.50
(3.09)
State and local taxes – net
0.15
0.28
0.63
Change in valuation allowance –
foreign tax credits
(2.26)
0.51
0.23
Change in foreign statutory tax rates
–
(0.94)
(0.83)
Korea goodwill write-off,
net of valuation allowance
–
25.50
–
Chile asset write-off,
net of valuation allowance
2.13
–
–
Non-deductible National Starch
acquisition costs
1.22
–
–
Other items – net
(0.46)
(1.40)
0.06
Provision at effective tax rate
36.09%
59.45%
32.00%
Provisions are made for estimated US and foreign income taxes,
less credits that may be available, on distributions from foreign
subsidiaries to the extent dividends are anticipated. No provision
has been made for income taxes on approximately $1.056 billion
of undistributed earnings of foreign subsidiaries at December 31,
2010, as such amounts are considered permanently reinvested.
A reconciliation of the beginning and ending amount of
unrecognized tax benefits for 2010 and 2009 is as follows:
(in millions)
2010
2009
Balance at January 1
$22
$19
Additions for tax positions related to prior years
1
2
Reductions for tax positions related to prior years
(1)
–
Additions based on tax positions related to
the current year
10
4
Reductions related to a lapse in the
statute of limitations
(3)
(3)
Balance at December 31
$29
$22
Of the $29 million at December 31, 2010, $26 million represents
the amount of unrecognized tax benefits that, if recognized, would
affect the effective tax rate in future periods.
The Company accounts for interest and penalties related to
income tax matters in income tax expense. The Company had
accrued interest and penalties of $4 million as of December 31,
2010 and $1 million as of December 31, 2009.
The Company is subject to US federal income tax as well as
income tax in multiple state and non-US jurisdictions. The Internal
Revenue Service (“IRS”) has concluded its audit of all years through
2006. The Company remains subject to potential examination in
Canada for the years 2004 to 2010, Brazil for the years 2006 to 2010
and Mexico for the years 2005 to 2010. The statute of limitations
is generally open for the years 2004 to 2010 for various other
non-US jurisdictions.
In 2008 and 2007, the Company made deposits of approximately
$13 million and $17 million, respectively, to the Canadian tax authori-
ties relating to an ongoing audit examination. The Company did not
make any additional deposits relating to this ongoing audit examina-
tion in 2010. The Company has settled $2 million of the claims and
is in the process of appealing the remaining items from the audit.
The Company believes that it has adequately provided for the most
likely outcome of the appeal process.
It is reasonably possible that the total amount of unrecognized
tax benefits will increase or decrease within twelve months of
December 31, 2010. The Company currently estimates that such
increases or decreases will not be significant.
NOTE 9. BENEFIT PLANS
The Company and its subsidiaries sponsor noncontributory defined
benefit pension plans covering substantially all employees in the
United States and Canada, and certain employees in other foreign
countries. Plans for most salaried employees provide pay-related
benefits based on years of service. Plans for hourly employees
generally provide benefits based on flat dollar amounts and years
of service. The Company’s general funding policy is to make con-
tributions to the plans in amounts that are within the limits of
deductibility under current tax regulations. Certain foreign countries
allow income tax deductions without regard to contribution levels,
and the Company’s policy in those countries is to make the contri-
bution required by the terms of the applicable plan. Domestic plan
assets consist primarily of common stock, corporate debt securities
and short-term investment funds.
Domestic salaried employees are covered by a defined benefit
“cash balance” pension plan, which provides benefits based on
service and Company credits to the participating employees’
accounts of between 3 percent and 10 percent of base salary,
bonus and overtime.
The Company also provides healthcare and/or life insurance
benefits for retired employees in the United States, Canada and
Brazil. US salaried employees are provided with access to post-
retirement medical insurance through Retirement Health Care
Spending Accounts. US salaried employees accrue an account
during employment, which can be used after employment to pur-
chase postretirement medical insurance from the Company and
Medigap or through Medicare HMO policies after age 65. The
accounts are credited with a flat dollar amount and indexed for
inflation annually during employment. The accounts also accrue
interest credits using a rate equal to a specified amount above
the yield on five-year Treasury notes. Employees can use the
amounts accumulated in these accounts, including credited inter-
est, to purchase postretirement medical insurance. Employees
become eligible for benefits when they meet minimum age and
service requirements. The Company has the right to modify or
terminate these benefits. Healthcare benefits for retirees outside
the United States, Canada and Brazil are generally covered through
local government plans.
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CORN PRODUCTS INTERNATIONAL
47
The Company completed the acquisition of National Starch from
Akzo Nobel effective October 1, 2010. This acquisition increased
the Company’s sponsored defined benefit pension obligations in
the United States, Canada and Mexico, as well as adding pension
obligations in Germany and Japan. In addition, this acquisition
increased the Company’s sponsored postretirement benefit pension
obligations in the United States and Canada. The results below
include the pension and postretirement plan liabilities relating to
the acquired business, as well as the net periodic benefit cost
associated with these plans for the fourth quarter of 2010.
Pension Obligation and Funded Status
The changes in pension
benefit obligations and plan assets during 2010 and 2009, as well
as the funded status and the amounts recognized in the Company’s
Consolidated Balance Sheets related to the Company’s pension
plans at December 31, 2010 and 2009, were as follows:
US Plans
Non-US Plans
(in millions)
2010
2009
2010
2009
Benefit obligation
At January 1
$÷84
$«79
$123
$÷98
Service cost
5
3
3
2
Interest cost
7
5
10
8
Benefits paid
(7)
(3)
(7)
(8)
Actuarial loss (gain)
(9)
4
25
11
Business combination
164
–
43
–
Curtailment/Settlement
–
(4)
–
(1)
Foreign currency translation
–
–
8
13
Benefit obligation
at December 31
$244
$«84
$205
$123
Fair value of plan assets
At January 1
$÷69
$«58
$116
$÷96
Actual return on plan assets
10
11
14
11
Employer contributions
31
7
9
5
Benefits paid
(7)
(3)
(7)
(8)
Settlements
–
(4)
–
(1)
Business combination
101
–
18
–
Foreign currency translation
–
–
7
13
Fair value of plan assets
at December 31
$204
$«69
$157
$116
Funded status
$«(40)
$(15)
$«(48)
$÷«(7)
Amounts recognized in the Consolidated Balance Sheets
consist of:
US Plans
Non-US Plans
(in millions)
2010
2009
2010
2009
Non current asset
$÷–
$÷–
$«(1)
$(6)
Current liabilities
1
–
2
1
Non current liabilities
39
15
47
12
Net amount recognized
$40
$15
$48
$«7
Amounts recognized in Accumulated Other Comprehensive
Loss consist of:
US Plans
Non-US Plans
(in millions)
2010
2009
2010
2009
Net actuarial loss
$12
$25
$52
$29
Prior service cost
2
2
–
–
Transition obligation
–
–
4
4
Net amount recognized
$14
$27
$56
$33
The accumulated benefit obligation for all defined benefit
pension plans was $405 million and $172 million at December 31,
2010 and December 31, 2009, respectively.
Information about plan obligations and assets for plans with an
accumulated benefit obligation in excess of plan assets is as follows:
US Plans
Non-US Plans
(in millions)
2010
2009
2010
2009
Projected benefit obligation
$244
$84
$58
$13
Accumulated benefit obligation
238
77
50
11
Fair value of plan assets
204
69
19
–
Included in the Company’s pension obligation are nonqualified
supplemental retirement plans for certain key employees. All ben-
efits provided under these plans are unfunded, and payments to
plan participants are made by the Company.
Components of net periodic benefit cost and other amounts
recognized in other comprehensive income consist of :
US Plans
Non-US Plans
(in millions)
2010
2009
2008
2010
2009
2008
Service cost
$«5
$«3
$«3
$«3
$«3
$«3
Interest cost
7
5
5
10
8
8
Expected return
on plan assets
(7)
(4)
(5)
(10)
(9)
(9)
Amortization
of actuarial loss
1
1
–
1
–
1
Amortization of
transition obligation
–
–
–
–
–
1
Amortization of
prior service cost
–
–
1
–
–
–
Settlement/
Curtailment
–
1
–
–
1
1
Net pension cost
$«6
$«6
$«4
$«4
$«3
$«5
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48
CORN PRODUCTS INTERNATIONAL
For the US plans, the Company estimates that net pension
expense for 2011 will include approximately $2 million relating to
the amortization of its accumulated actuarial loss and prior service
cost included in accumulated other comprehensive loss at
December 31, 2010.
For the non-US plans, the Company estimates that net pension
expense for 2011 will include approximately $3 million relating to
the amortization of its accumulated actuarial loss, prior service cost
and transition obligation included in accumulated other comprehen-
sive loss at December 31, 2010.
Other changes in plan assets and benefit obligations recognized
in other comprehensive income for 2010 consist of:
(in millions)
US Plans
Non-US Plans
Net actuarial loss/(gain)
$(14)
$21
Amortization of actuarial loss
(1)
(1)
Amortization loss recognized due to settlement
–
(1)
Exchange rate
–
3
Total recorded in other comprehensive income
(15)
22
Net periodic benefit cost
6
4
Total recorded in other comprehensive income
and net periodic benefit cost
$÷(9)
$26
The following weighted average assumptions were used to
determine the Company’s obligations under the pension plans:
US Plans
Non-US Plans
2010
2009
2010
2009
Discount rate
5.35%
5.85%
5.73%
7.24%
Rate of compensation
increase
2.75%
2.75%
3.79%
4.12%
The following weighted average assumptions were used
to determine the Company’s net periodic benefit cost for the
pension plans:
US Plans
Non-US Plans
2010
2009
2008
2010
2009
2008
Discount rate
5.85%
6.05%
6.20%
7.24%
8.63%
6.74%
Expected long-
term return on
plan assets
7.25%
7.25%
7.25%
7.37%
7.65%
7.25%
Rate of
compensation
increase
2.75%
2.75%
2.75%
4.12%
5.30%
4.39%
The Company has assumed an expected long-term rate of
return on assets of 7.25 percent for US plans and 7.37 percent for
non-US plans. In developing the expected long-term rate of return
assumption on plan assets, which consist mainly of equity and debt
securities, management evaluated historical rates of return achieved
on plan assets and the asset allocation of the plans, input from
the Company’s independent actuaries and investment consultants,
and historical trends in long-term inflation rates. Projected return
estimates made by such consultants are based upon broad equity
and bond indices.
The discount rate reflects a rate of return on high quality fixed
income investments that match the duration of the expected benefit
payments. The Company has typically used returns on long-term,
high quality corporate AA bonds as a benchmark in establishing
this assumption. The discount rate is reviewed annually.
Plan Assets
The Company’s investment policy for its pension
plans is to balance risk and return through diversified portfolios of
equity instruments, fixed income securities, and short-term invest-
ments. Maturities for fixed income securities are managed such
that sufficient liquidity exists to meet near-term benefit payment
obligations. For US pension plans, the weighted average target
range allocation of assets was 38–72 percent with equity man-
agers, 30–58 percent with fixed income managers and 1-3 percent
in cash. The asset allocation is reviewed regularly and portfolio
investments are rebalanced to the targeted allocation when
considered appropriate.
The Company’s pension plan weighted average asset allocation
as of December 31, 2010 for US plans and non-US plans and as of
December 31, 2009 for US plans and for non-US plans is as follows:
US Plans
Non-US Plans
Asset Category
2010
2009
2010
2009
Equity securities
54%
53%
46%
51%
Debt securities
43%
46%
43%
47%
Other
3%
1%
11%
2%
Total
100%
100%
100%
100%
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CORN PRODUCTS INTERNATIONAL
49
The fair values of the Company’s plan assets, by asset category
and level, are as follows:
Asset Category
Fair Value Measurements at December 31, 2010
Quoted Prices in
Significant
Significant
Active Markets for
Observable
Unobservable
Identical Assets
Inputs
Inputs
(in millions)
(Level 1)
(Level 2)
(Level 3)
Total
US plans:
Equity index:
US
(a)
$÷82
$÷82
International
(b)
26
26
Real estate
(c)
2
2
Fixed income index:
Intermediate bond
(d)
16
16
Long bond
(e)
71
71
Cash
(f)
7
7
Total US plans
$7
$197
$204
Non-US plans:
Equity index:
US
(a)
$÷21
$÷21
Canada
(g)
29
29
International
(b)
22
22
Real estate
(c)
1
1
Fixed income index:
Long bond
(h)
67
67
Other
(i)
10
10
Cash
(f)
7
7
Total Non-US Plans
$7
$150
$157
(a)
This category consists of a passively managed equity index fund that tracks the return
of large capitalization US equities.
(b)
This category consists of a passively managed equity index fund that tracks an index
of returns on international developed market stocks.
(c)
This category consists of a passively managed equity index fund that tracks a US real
estate equity securities index that includes stocks of real estate investment trusts and
real estate operating companies.
(d)
This category consists of a passively managed fixed income index fund that tracks the
return of intermediate duration US government and investment grade corporate bonds.
(e)
This category consists of a passively managed fixed income fund that tracks the return
of long duration US government and investment grade corporate bonds.
(f)
This category represents cash or cash-like instruments.
(g)
This category consists of a passively managed equity index fund that tracks the return
of large and midsized capitalization equities traded on the Toronto Stock Exchange.
(h)
This category consists of a passively managed fixed income index fund that tracks the
return of the universe of Canada government and investment grade corporate bonds.
(i)
This category consists of an investment product provided by an insurance company that
offers returns that are subject to a minimum guarantee.
All significant pension plan assets are held in collective trusts
by the Company’s US and non-US plans (the “Plan”). The fair values
of shares of collective trusts are based upon the net asset values
of the funds reported by the fund managers as of the balance sheet
date (level 2 inputs). This 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 those of other market partici-
pants, the use of different methodologies could result in a different
fair value measurement at the reporting date.
In 2010, the Company made cash contributions of $31 million
and $8 million to its US and non-US pension plans, respectively.
The Company anticipates that in 2011 it will make cash contribu-
tions of $8 million and $11 million to its US and non-US pension
plans, respectively. Cash contributions in subsequent years will
depend on a number of factors including the performance of plan
assets. The following benefit payments, which reflect anticipated
future service, as appropriate, are expected to be made:
(in millions)
US Plans
Non-US Plans
2011
16
10
2012
16
10
2013
15
11
2014
15
12
2015
15
11
Years 2016 – 2020
91
67
The Company and certain of its subsidiaries also maintain
defined contribution plans. The Company makes matching con-
tributions to these plans based on a percentage of employee
contributions. Amounts charged to expense for defined contri-
bution plans totaled $8 million, $6 million and $6 million in 2010,
2009 and 2008, respectively.
Postretirement Benefit Plans
The Company’s postretirement
benefit plans currently are not funded. The information presented
below includes plans in the United States, Brazil, and Canada. The
changes in the benefit obligations of the plans during 2010 and
2009, and the amounts recognized in the Company’s Consolidated
Balance Sheets at December 31, 2010 and 2009, are as follows:
(in millions)
2010
2009
Accumulated postretirement benefit obligation
At January 1
$66
$59
Service cost
2
2
Interest cost
4
4
Plan amendment
–
(1)
Actuarial loss
4
3
Benefits paid
(3)
(2)
Business combination
14
–
Foreign currency translation
1
1
At December 31
$88
$66
Fair value of plan assets
–
–
Funded status
$88
$66
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50
CORN PRODUCTS INTERNATIONAL
Amounts recognized in the Consolidated Balance Sheets
consist of:
(in millions)
2010
2009
Current liabilities
$÷3
$÷2
Non current liabilities
85
64
Net amount recognized
$88
$66
Amounts recognized in accumulated other comprehensive
loss consist of:
(in millions)
2010
2009
Net actuarial loss
$16
$13
Prior service cost
1
1
Net amount recognized
$17
$14
Components of net periodic benefit cost and other
amounts recognized in other comprehensive income consisted
of the following:
(in millions)
2010
2009
2008
Service cost
$2
$2
$2
Interest cost
4
4
3
Amortization of actuarial loss
2
1
1
Net periodic benefit cost
$8
$7
$6
The Company estimates that postretirement benefit expense for
2011 will include approximately $1 million relating to the amortiza-
tion of its accumulated actuarial loss and prior service cost included
in accumulated other comprehensive loss at December 31, 2010.
Changes in amounts recorded in other comprehensive income
for 2010 consist of:
(in millions)
Net actuarial loss
$÷4
Amortization of actuarial loss
(1)
Total recorded in other comprehensive income
3
Net periodic benefit cost
8
Total recorded in other comprehensive income
and net periodic benefit cost
$11
The following weighted average assumptions were used to
determine the Company’s obligations under the postretirement plans:
2010
2009
Discount rate
5.69%
6.22%
The following weighted average assumptions were used to
determine the Company’s net postretirement benefit cost:
2010
2009
2008
Discount rate
6.22%
6.66%
6.58%
The discount rate reflects a rate of return on high quality fixed
income investments that match the duration of expected benefit
payments. The Company has typically used returns on long-term,
high-quality corporate AA bonds as a benchmark in establishing
this assumption. The discount rate is reviewed annually.
The following assumptions were made in measuring the
Company’s postretirement benefit obligation:
US
Canada
Brazil
2011 increase in per capita cost
7.50%
7.50%
10.00%
Ultimate trend
4.50%
5.00%
5.50%
Year ultimate trend reached
2028
2016
2020
In addition, for Canada, the Company assumed an increase
in the per capita cost of dental benefits of 4.0 percent per year.
Note that the Canada London Union Plan is not affected by health
care trend rates.
(in millions)
Sensitivity to Trend Assumptions
2010
One-percent increase in trend rate
Effect on service cost and interest cost components
$÷1
Effect on year-end benefit obligations
11
One-percent decrease in trend rate
Effect on service cost and interest cost components
«(1)
Effect on year-end benefit obligations
$«(9)
Estimated Future Benefit Payments
The following benefit
payments, which reflect anticipated future service, as appropriate,
are expected to be made under the Company’s postretirement
benefit plans:
(in millions)
2011
$3
2012
3
2013
4
2014
4
2015
4
Years 2016 – 2020
$27
The Medicare Prescription Drug, Improvement and Modernization
Act of 2003 provides a federal subsidy to employers sponsoring
retiree health care benefit plans that provide a benefit that is at least
actuarially equivalent to Medicare Part D. The Company receives a
Medicare Part D subsidy for the certain retirees. The impact of the
Medicare Part D subsidy is immaterial for benefit payment cashflows.
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CORN PRODUCTS INTERNATIONAL
51
NOTE 10. SUPPLEMENTARY INFORMATION
Balance Sheets
Supplementary information is set forth below:
(in millions)
2010
2009
Accounts receivable – net:
Accounts receivable – trade
$623
$387
Accounts receivable – other
125
65
Allowance for doubtful accounts
(13)
(12)
Total accounts receivable – net
$735
$440
Inventories:
Finished and in process
$345
$176
Raw materials
266
150
Manufacturing supplies
67
68
Total inventories
$678
$394
Accrued liabilities:
Compensation expenses
$÷98
$÷40
Income taxes payable
41
–
Dividends payable
11
11
Accrued interest
19
4
Taxes payable other than income taxes
27
20
Other
60
26
Total accrued liabilities
$256
$101
Non-current liabilities:
Employees’ pension, indemnity,
retirement, and other
$196
$116
Other
44
26
Total non-current liabilities
$240
$142
Statements of Income
Supplementary information is set
forth below:
(in millions)
2010
2009
2008
Other income (expense) – net:
Gain on investment
$÷2
$÷–
$÷«–
Gain from sale of land
–
2
5
Costs of terminated Bunge merger
(a)
–
–
(16)
Other
8
3
15
Other income (expense) – net
$10
$÷5
$÷«4
Financing costs – net:
Interest expense, net of
amounts capitalized
(b)
$68
$33
$«43
Interest income
(6)
(1)
(5)
Foreign currency transaction
(gains) losses
2
6
(9)
Financing costs – net
$64
$38
$«29
(a)
On June 23, 2008, the Company and Bunge Limited (“Bunge”) announced that the two
companies had entered into a definitive agreement under which Bunge would acquire
Corn Products in an all-stock transaction. The aggregate transaction value based on the price
of Bunge’s stock at that date was approximately $4.8 billion including assumption of debt.
On November 10, 2008, the Company’s Board of Directors withdrew its recommendation in
favor of the merger agreement and recommended against adoption of the agreement. On
the same day Bunge’s Board of Directors voted to terminate the merger agreement, citing
the decision of the Corn Products Board of Directors. Under the terms of the agreement,
the Company reimbursed Bunge for $10 million of their expenses in connection with the
proposed acquisition. In addition, the Company incurred approximately $6 million of
expenses relating to the proposed transaction.
(b)
Interest capitalized amounted to $3 million, $7 million and $8 million in 2010, 2009 and
2008, respectively.
Statements of Cash Flow
Supplementary information is set
forth below:
(in millions)
2010
2009
2008
Interest paid
$50
$47
$÷46
Income taxes paid
98
82
108
Noncash investing and
financing activities:
Assumption of debt in
connection with acquisition
11
–
–
Change in fair value and number of
shares of redeemable common stock
–
–
(5)
Natural Gas Purchase Agreement
On January 20, 2006,
Corn Products Brazil (“CPO Brazil”), the Company’s wholly-
owned Brazilian subsidiary entered into a Natural Gas Purchase
and Sale Agreement (the “Agreement”) with Companhia de Gas
de Sao Paulo – Comgas (“Comgas”). Pursuant to the terms of
the Agreement, Comgas supplies natural gas to the cogeneration
facility at CPO Brazil’s Mogi Guacu plant. This agreement will
expire on March 31, 2023, unless extended or terminated under
certain conditions specified in the Agreement. During the term of
the Agreement, CPO Brazil is obligated to purchase from Comgas,
and Comgas is obligated to provide to CPO Brazil, certain mini-
mum quantities of natural gas that are specified in the Agreement.
The price for such quantities of natural gas is determined pursuant
to a formula set forth in the Agreement. The price may vary based
upon gas commodity cost and transportation costs, which are
adjusted annually; the distribution margin which is set by the
Brazilian Commission of Public Energy Services; and the fluctuation
of exchange rates between the US dollar and the Brazilian real.
We estimate that the total minimum expenditures by CPO Brazil
through the remaining term of the Agreement will be approximately
$228 million based on current exchange rates as of December 31,
2010 and estimates regarding the application of the formula set
forth in the Agreement, spread evenly over the remaining term of
the Agreement. CPO Brazil will make payments of approximately
$19 million in each of the next five years in accordance with the
Agreement. The amount of gas purchased under this Agreement for
the years ended December 31, 2010, 2009 and 2008 was approxi-
mately $24 million, $21 million and $22 million, respectively.
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52
CORN PRODUCTS INTERNATIONAL
NOTE 11. REDEEMABLE COMMON STOCK
The Company had an agreement with certain common stockholders
(collectively the “holder”), relating to 500,000 shares of our com-
mon stock, that provided the holder with the right to require us to
repurchase those common shares for cash at a price equal to the
average of the closing per share market price of our common stock
for the 20 trading days immediately preceding the date that the
holder exercised the put option. This put option was exercisable at
any time, until January 2010, when it expired. The shares associated
with the put option were classified as redeemable common stock
in our consolidated balance sheet prior to the expiration of the put
option. The carrying value of the redeemable common stock was
$14 million at December 31, 2009. Effective with the expiration of
the agreement, the Company discontinued reporting the shares as
redeemable common stock and reclassified the $14 million from
redeemable common stock to additional paid-in capital.
The carrying value of the redeemable common stock was
$14 million at December 31, 2009, based on the average of the
closing per share market price of the Company’s common stock
for the 20 trading days immediately preceding the December 31,
2009 ($29.03 per share). Adjustments to mark the redeemable
common stock to market value were recorded directly to addi-
tional paid-in capital in the equity section of the Company’s
Consolidated Balance Sheets.
NOTE 12. EQUITY
Preferred stock
The Company has authorized 25 million shares of $0.01 par value
preferred stock, none of which were issued or outstanding as of
December 31, 2010 and December 31, 2009.
Treasury Stock
The Company reacquired 51,999, 17,191 and 18,527 shares of its
common stock during 2010, 2009 and 2008, respectively, by both
repurchasing shares from employees under the stock incentive
plan and through the cancellation of forfeited restricted stock. The
Company repurchased shares from employees at average purchase
prices of $33.53, $29.76 and $33.96, or fair value at the date of
purchase, during 2010, 2009 and 2008, respectively. All of the
acquired shares are held as common stock in treasury, less shares
issued to employees under the stock incentive plan.
On November 17, 2010, the Board of Directors authorized an
extension of the Company’s stock repurchase program permitting
the Company to purchase of up to 5 million of its outstanding com-
mon shares through November 30, 2015. The stock repurchase
program was authorized by the Board of Directors on November 7,
2007 and would have expired on November 30, 2010. In 2010, the
Company repurchased 100,000 common shares in open market
transactions at a cost of approximately $4 million. In 2009, the
Company repurchased 157,508 common shares in open market
transactions at a cost of approximately $3 million. In 2008, the
Company repurchased 25,000 common shares in open market
transactions at a cost of approximately $1 million. At December 31,
2010, the Company had 4,685,392 shares available to be repur-
chased under its program. 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.
Set forth below is a reconciliation of common stock share
activity for the years ended December 31, 2008, 2009 and 2010:
(Shares of common stock,
Held in
Redeemable
in thousands)
Issued
Treasury
Shares
Outstanding
Balance at
December 31, 2007
75,320
1,569
500
73,251
Issuance of restricted
stock as compensation
–
(45)
–
45
Issuance under incentive
and other plans
–
(206)
–
206
Stock options exercised
–
(584)
–
584
Purchase/acquisition
of treasury stock
–
43
–
(43)
Balance at
December 31, 2008
75,320
777
500
74,043
Issuance of restricted
stock as compensation
–
(84)
–
84
Issuance under incentive
and other plans
–
(147)
–
147
Stock options exercised
–
(287)
–
287
Purchase/acquisition
of treasury stock
–
175
–
(175)
Balance at
December 31, 2009
75,320
434
500
74,386
Issuance of restricted
stock as compensation
66
(19)
–
85
Issuance under incentive
and other plans
42
(2)
–
44
Stock options exercised
607
(552)
–
1,159
Purchase/acquisition
of treasury stock
–
151
–
(151)
Expiration of put option
(see Note 11)
–
–
(500)
500
Balance at
December 31, 2010
76,035
12
–
76,023
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CORN PRODUCTS INTERNATIONAL
53
Share-based payments
The Company has a stock incentive plan (“SIP”) administered by
the compensation committee of its Board of Directors that provides
for the granting of stock options, restricted stock and other stock-
based awards to certain key employees. A maximum of 8 million
shares were originally authorized for awards under the SIP. As of
December 31, 2010, 5.7 million shares were available for future
grants under the SIP. Shares covered by awards that expire, termi-
nate or lapse will again be available for the grant of awards under
the SIP. Total share-based compensation expense for 2010 was
$8 million, net of income tax effect of $4 million. Total share-based
compensation expense for 2009 was $6 million, net of income tax
effect of $4 million. Total share-based compensation expense for
2008 was $9 million, net of income tax effect of $4 million.
The Company grants nonqualified options to purchase shares of
the Company’s common stock. The stock options have a ten-year
life and are exercisable upon vesting, which occurs evenly over
a three-year period at the anniversary dates of the date of grant.
Compensation expense is recognized on a straight-line basis for
awards. As of December 31, 2010, certain of these nonqualified
options have been forfeited due to the termination of employees.
The fair value of stock option awards was estimated at the
grant dates using the Black-Scholes option pricing model with
the following assumptions:
2010
2009
2008
Expected life (in years)
5.8
5.3
5.3
Risk-free interest rate
2.7%
2.0%
2.9%
Expected volatility
33.1%
31.2%
27.0%
Expected dividend yield
1.9%
2.1%
1.2%
The expected life of options represents the weighted average
period of time that options granted are expected to be outstand-
ing giving consideration to vesting schedules and the Company’s
historical exercise patterns. The risk-free interest rate is based on
the US Treasury yield curve in effect at the time of the grant for
periods corresponding with the expected life of the options. Expected
volatility is based on historical volatilities of the Company’s common
stock. Dividend yields are based on historical dividend payments. The
weighted average fair value of options granted during 2010, 2009 and
2008 was estimated to be $8.41, $6.36 and $9.06, respectively.
A summary of stock option and restricted stock transactions
for the last three years follows:
Weighted
Average
per Share
Exercise
Price for
Shares of
Stock Option
Stock Option
Stock
Restricted
(shares in thousands)
Shares
Price Range
Options
Stock
Outstanding at
December 31, 2007
4,193
$11.37
to
$40.71
$22.30
166
Granted
813
33.82
to
38.79
34.32
46
Exercised/vested
(584)
11.37
to
34.93
19.66
(19)
Cancelled
(52)
25.83
to
34.36
33.69
(14)
Outstanding at
December 31, 2008
4,370
11.37
to
40.71
24.76
179
Granted
899
18.31
to
25.74
25.53
84
Exercised/vested
(287)
11.37
to
25.83
14.82
(14)
Cancelled
(140)
25.58
to
34.36
30.81
(14)
Outstanding at
December 31, 2009
4,842
11.37
to
40.71
25.32
235
Granted
828
28.75
to
33.63
28.95
30
Exercised/vested
(1,158)
11.37
to
34.93
19.29
(76)
Cancelled
(78)
25.58
to
34.36
29.68
(8)
Outstanding at
December 31, 2010
4,434
$14.17
to $
40.71
$27.49
181
The intrinsic values of stock options exercised during 2010, 2009
and 2008 were approximately $22 million, $4 million and $14 million,
respectively. For the years ended December 31, 2010, 2009 and
2008, cash received from the exercise of stock options was $22 mil-
lion, $4 million and $11 million, respectively. The excess income tax
benefit realized from share-based compensation was $6 million,
$1 million and $5 million in 2010, 2009 and 2008, respectively. As
of December 31, 2010, the unrecognized compensation cost related
to non-vested stock options totaled $6 million, which will be amor-
tized over the weighted-average period of approximately one year.
The following table summarizes information about stock
options outstanding at December 31, 2010:
Weighted
Weighted
Average
Average
Average
Exercise
Remaining
Exercise
(shares in thousands)
Options
Price Contractual
Options
Price
Range of Exercise Prices
Outstanding
per Share
Life (Years)
Exercisable
Per Share
$12.22
to
16.28
193
$14.44
1.5
193
$14.44
$16.29
to
20.35
307
16.92
2.8
301
16.90
$20.36
to
24.43
4
21.23
4.3
4
21.23
$24.44
to
28.50
1,864
25.47
6.0
1,355
25.42
$28.51
to
32.57
798
28.90
9.1
33
28.75
$32.58
to
36.64
1,250
34.06
6.6
1,045
34.01
$36.65
to
40.71
18
40.43
6.5
18
40.51
4,434
$27.49
6.3
2,949
$26.99
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54
CORN PRODUCTS INTERNATIONAL
The number of options exercisable at December 31, 2010
was 2.9 million.
Stock options outstanding at December 31, 2010 had an
aggregate intrinsic value of approximately $82 million and an average
remaining contractual life of 6.3 years. Stock options exercisable
at December 31, 2010 had an aggregate intrinsic value of approxi-
mately $56 million and an average remaining contractual life of
5.2 years. Stock options outstanding at December 31, 2009 had
an aggregate intrinsic value of approximately $26 million and an
average remaining contractual life of 6.0 years. Stock options exer-
cisable at December 31, 2009 had an aggregate intrinsic value of
approximately $23 million and an average remaining contractual
life of 4.9 years.
In addition to stock options, the Company awards shares of
restricted common stock to certain key employees. The restricted
shares issued under the plan are subject to cliff vesting, generally
after five years provided the employee remains in the service of
the Company. Expense is recognized on a straight-line basis over
the vesting period taking into account an estimated forfeiture rate.
The fair value of the restricted stock 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. Compensation
expense pertaining to these awards was $3 million in 2010, $2 mil-
lion in 2009 and $1 million in 2008.
The following table summarizes restricted share activity for the
year ended December 31, 2010:
Weighted
Number of
Average
Restricted
Fair Value
(shares in thousands)
Shares
per Share
Non-vested at December 31, 2009
235
$29.60
Granted
30
30.86
Vested
(76)
28.90
Cancelled
(8)
30.78
Non-vested at December 31, 2010
181
$30.04
The weighted-average fair value of restricted stock granted in
2010, 2009 and 2008 was $30.86, $25.85 and $34.36, respectively.
The total fair value of restricted stock that vested in 2010, 2009
and 2008 was $2 million, $.3 million and $1 million, respectively.
As of December 31, 2010, additional paid-in capital included
$2 million of unrecognized compensation cost related to restricted
stock that will be amortized on a weighted-average basis over 2.0
years. The recognized compensation cost related to restricted stock
totaling $3 million at December 31, 2010 is included in share-based
payments subject to redemption in the Consolidated Balance Sheet.
Other share-based awards under the SIP
Under the compensation agreement with the Board of Directors at
least 50 percent of a director’s compensation is awarded based on
each director’s election to receive such compensation in the form
of restricted stock units, which track investment returns to changes
in value of the Company’s common stock with dividends being
reinvested. Stock units under this plan vest immediately. The com-
pensation expense relating to this plan included in the Consolidated
Statements of Income for 2010, 2009 and 2008 was not material.
At December 31, 2010, there were approximately 216,000 share
units outstanding under this plan at a carrying value of approxi-
mately $6 million.
The Company has a long term incentive plan for officers under
which awards thereunder are classified as equity. The ultimate
payment of the performance shares will be based 50 percent on
the Company’s stock performance as compared to the stock per-
formance of a peer group and 50 percent on a return on capital
employed versus the target percentage. Compensation expense
for the stock performance portion of the plan is based on the fair
value of the plan that is determined on the day the plan is estab-
lished. The fair value is calculated using a Monte Carlo simulation
model. Compensation expense for the return on capital employed
portion of the plan is based on the probability of attaining the tar-
get percentage goal and is reviewed at the end of each reporting
period. The total compensation expense for these awards is being
amortized over a three-year service period. Compensation expense
relating to these awards included in the Consolidated Statements
of Income for 2010, 2009 and 2008 was $3 million, $1 million and
$5 million, respectively. As of December 31, 2010, the unrecognized
compensation cost relating to these plans was $4 million, which
will be amortized over the remaining requisite service periods of
1 to 2 years. This amount will vary each reporting period based
on changes in the probability of attaining the goal. The recognized
compensation cost related to these awards totaling $5 million at
December 31, 2010 is included in share-based payments subject
to redemption in the Consolidated Balance Sheet.
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CORN PRODUCTS INTERNATIONAL
55
Accumulated Other Comprehensive Loss:
A summary of accumulated other comprehensive income (loss) for the
years ended December 31, 2008, 2009 and 2010 is presented below:
Deferred
Accumulated
Currency
Gain/(Loss)
Pension
Unrealized
Other
Translation
on Hedging
Liability
Gain (Loss) on
Comprehensive
(in millions)
Adjustment
Activities
Adjustment
Investment
Income/(Loss)
Balance, December 31, 2007
$(132)
$÷«45
$(29)
$«1
$(115)
Losses on cash flow hedges, net of income tax effect of $77
(127)
(127)
Amount of gains on cash flow hedges reclassified to
earnings, net of income tax effect of $63
(105)
(105)
Actuarial loss on pension and other postretirement obligations, net of income tax
(15)
(15)
Losses related to pension and other postretirement obligations reclassified to earnings,
net of income tax
2
2
Unrealized loss on investment, net of income tax
(3)
(3)
Currency translation adjustment
(231)
(231)
Balance, December 31, 2008
$(363)
$(187)
$(42)
$(2)
$(594)
Losses on cash flow hedges, net of income tax effect of $28
(45)
(45)
Amount of losses on cash flow hedges reclassified to earnings, net of income tax effect of $117
199
199
Actuarial loss on pension and other postretirement obligations, settlements and plan
amendments, net of income tax
(5)
(5)
Losses related to pension and other postretirement obligations reclassified to earnings,
net of income tax
2
2
Currency translation adjustment
135
135
Balance, December 31, 2009
$(228)
$÷(33)
$(45)
$(2)
$(308)
Gains on cash flow hedges, net of income tax effect of $12
20
20
Amount of losses on cash flow hedges reclassified to earnings, net of income tax effect of $34
54
54
Actuarial loss on pension and other postretirement obligations, settlements and plan
amendments, net of income tax
(7)
(7)
Losses related to pension and other postretirement obligations reclassified to earnings,
net of income tax
3
3
Currency translation adjustment
48
48
Balance, December 31, 2010
$(180)
$÷«41
$(49)
$(2)
$(190)
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56
CORN PRODUCTS INTERNATIONAL
NOTE 13. MEXICAN TAX ON BEVERAGES
SWEETENED WITH HFCS
On January 1, 2002, a discriminatory tax on beverages sweetened
with high fructose corn syrup (“HFCS”) approved by the Mexican
Congress late in 2001, became effective. In response to the enact-
ment of the tax, which at the time effectively ended the use of
HFCS for beverages in Mexico, the Company ceased production
of HFCS 55 at its San Juan del Rio plant, one of its three plants in
Mexico. Over time, the Company resumed production and sales of
HFCS and by 2006 had returned to levels attained prior to the impo-
sition of the tax as a result of certain customers having obtained
court rulings exempting them from paying the tax. The Mexican
Congress repealed this tax effective January 1, 2007.
On October 21, 2003, the Company submitted, on its own
behalf and on behalf of its Mexican affiliate, CPIngredientes, S.A. de
C.V. (previously known as Compania Proveedora de Ingredientes), a
Request for Institution of Arbitration Proceedings Submitted Pursuant
to Chapter 11 of the North American Free Trade Agreement (“NAFTA”)
(the “Request”). The Request was submitted to the Additional Office
of the International Centre for Settlement of Investment Disputes
and was brought against the United Mexican States. In the Request,
the Company asserted that the imposition by Mexico of a discrimi-
natory tax on beverages containing HFCS in force from 2002
through 2006 breached various obligations of Mexico under the
investment protection provisions of NAFTA. The case was bifur-
cated into two phases, liability and damages, and a hearing on
liability was held before a Tribunal in July 2006. In a Decision dated
January 15, 2008, the Tribunal unanimously held that Mexico had
violated NAFTA Article 1102, National Treatment, by treating bever-
ages sweetened with HFCS produced by foreign companies
differently than those sweetened with domestic sugar. In July
2008, a hearing regarding the quantum of damages was held
before the same Tribunal. The Company sought damages and
pre- and post-judgment interest totaling $288 million through
December 31, 2008.
In an award rendered August 18, 2009, the Tribunal awarded
damages to CPIngredientes in the amount of $58.4 million, as a
result of the tax and certain out-of-pocket expenses incurred by
CPIngredientes, together with accrued interest. On October 1, 2009,
the Company submitted to the Tribunal a request for correction
of this award to avoid effective double taxation on the amount of
the award in Mexico.
On March 26, 2010, the Tribunal issued a correction of its
August 18, 2009 damages award. While the amount of damages
had not changed, the decision made the damages payable to
Corn Products International, Inc. instead of CPIngredientes.
On January 24 and 25, 2011, the Company received cash
payments totaling $58.4 million from the Government of the
United Mexican States pursuant to the corrected award. Mexico
made these payments pursuant to an agreement with Corn Products
International that provides for terminating pending post-award liti-
gation and waiving post-award interest. The $58.4 million award
will be recorded in the Company’s first quarter 2011 consolidated
financial statements.
NOTE 14. SEGMENT INFORMATION
The Company operates in one business segment, the production
and sale of starches and sweeteners for a wide range of industries,
and is managed on a geographic regional basis. Its North America
operations include businesses in the United States, Canada and
Mexico. The Company’s South America operations include busi-
nesses in Brazil, Colombia, Ecuador, Peru and the Southern Cone
of South America, which includes Argentina, Chile and Uruguay.
The Company’s Asia/Africa operations include businesses in
Korea, Pakistan, Malaysia, China, Japan, Indonesia, the Philippines,
Singapore, India, Australia and New Zealand and tapioca root pro-
cessing operations in Thailand. The Company’s Europe operations
include businesses in the United Kingdom and Germany. As a
result of the acquisition of National Starch, the Company has
added a new region entitled Europe.
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CORN PRODUCTS INTERNATIONAL
57
(in millions)
2010
2009
2008
Net sales to unaffiliated customers:
(a)
North America
$2,439
$2,268
$2,370
South America
1,241
1,012
1,120
Asia/Africa
617
392
454
Europe
70
–
–
Total
$4,367
$3,672
$3,944
Operating income:
North America
$÷«249
$÷«177
$÷«313
South America
163
138
151
Asia/Africa
62
17
38
Europe
3
–
–
Corporate
(51)
(54)
(52)
Acquisition costs
(35)
–
–
Impairment/restructuring charges:
(b)
(25)
(125)
–
Charge for fair value mark-up
of acquired inventory
(27)
–
–
Costs of terminated merger
–
–
(16)
Total
$÷«339
$÷«153
$÷«434
Total assets:
North America
$2,697
$1,651
$1,987
South America
1,174
999
808
Asia/Africa
836
302
412
Europe
364
–
–
Total
$5,071
$2,952
$3,207
Depreciation and amortization:
North America
$÷÷«96
$÷÷«83
$÷÷«81
South America
42
36
35
Asia/Africa
15
11
12
Europe
2
–
–
Total
$÷«155
$÷«130
$÷«128
Capital expenditures:
North America
$÷÷«73
$÷÷«75
$÷«117
South America
65
54
92
Asia/Africa
18
17
19
Europe
3
–
–
Total
$÷«159
$÷«146
$÷«228
(a)
Sales between geographic regions for each of the periods presented are insignificant and
therefore are not presented.
(b)
For 2010, includes a $19 million write-off of impaired assets in Chile and a charge of $6 million
principally consisting of employee severance and related benefit costs associated with the
termination of employees in Chile. For 2009, includes a $119 million write-off of goodwill
pertaining to the Company’s operations in South Korea, a $5 million write-off of impaired
assets in North America and a $1 million charge for employee severance and related benefit
costs primarily attributable to the termination of employees in our Asia/Africa region.
The following table presents net sales to unaffiliated customers
by country of origin for the last three years:
Net Sales
(in millions)
2010
2009
2008
United States
$1,157
$1,124
$1,221
Mexico
863
756
750
Brazil
662
522
594
Canada
419
388
399
Argentina
243
186
200
Korea
235
159
187
Others
788
537
593
Total
$4,367
$3,672
$3,944
The following table presents long-lived assets by country at
December 31:
Long-lived Assets
(in millions)
2010
2009
2008
United States
$1,215
$÷«500
$÷«527
Mexico
423
398
397
Brazil
421
350
261
Canada
197
187
165
Thailand
166
46
43
Argentina
155
151
149
Germany
144
–
–
United Kingdom
95
–
–
Korea
86
85
201
Others
345
187
163
Total
$3,247
$1,904
$1,906
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58
CORN PRODUCTS INTERNATIONAL
Quarterly Financial Data (Unaudited)
Summarized quarterly financial data is as follows:
(in millions,
except per share amounts)
1st Qtr
2nd Qtr
3rd Qtr
4th Qtr
(a)
2010
Net sales before shipping
and handling costs
$«995
$1,066
$1,083
$1,488
Less: shipping
and handling costs
58
63
64
81
Net sales
$«937
$1,003
$1,019
$1,407
Gross profit
143
164
172
246
Net income
attributable to CPI
43
37
37
52
Basic earnings per common
share of CPI
$0.58
$÷0.49
$÷0.49
$÷0.68
Diluted earnings per
common share of CPI
$0.57
$÷0.48
$÷0.48
$÷0.67
2009
Net sales before shipping
and handling costs
$«881
$÷«966
$1,027
$1,016
Less: shipping and
handling costs
50
54
56
57
Net sales
$«831
$÷«912
$÷«971
$÷«959
Gross profit
93
112
153
163
Net income (loss)
attributable to CPI
17
(85)
53
56
Basic earnings (loss) per
common share of CPI
$0.22
$«(1.13)
$÷0.70
$÷0.75
Diluted earnings (loss) per
common share of CPI
$0.22
$«(1.13)
$÷0.70
$÷0.74
(a)
Includes fourth quarter costs of $27 million ($18 million after-tax, or $0.23 per diluted
common share) relating to the sale of National Starch inventory that was adjusted to fair
value at the acquisition date in accordance with business combination accounting rules
and acquisition costs of $18 million ($11 million after-tax, or $0.15 per diluted common
share) pertaining to the purchase of National Starch.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, including our Chief Executive Officer and our
Chief Financial Officer, performed an evaluation of the effectiveness
of our disclosure controls and procedures as of December 31, 2010.
Based on that evaluation, our Chief Executive Officer and our Chief
Financial Officer concluded that our disclosure controls and proce-
dures (a) are effective in providing reasonable assurance that all
material information required to be filed in this report has been
recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms and (b) are designed
to ensure that information required to be disclosed in the reports
we file or submit under the Securities Exchange Act of 1934, as
amended is accumulated and communicated to our management,
including our principal executive and principal financial officers, as
appropriate to allow timely decisions regarding required disclosure.
There have been no changes in our internal control over financial
reporting during the quarter ended December 31, 2010 that have
materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
Management’s Report on Internal Control
Over Financial Reporting
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting. This system of
internal controls is designed to provide reasonable assurance that
assets are safeguarded and transactions are properly recorded and
executed in accordance with management’s authorization.
Internal control over financial reporting includes those policies
and procedures that:
1. Pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of
our assets.
2. Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in conformity
with accounting principles generally accepted in the United States,
and that our receipts and expenditures are being made only in
accordance with authorizations of our management and directors.
3. Provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of our
assets that could have a material effect on our financial statements.
Management conducted an evaluation of the effectiveness of
internal control over financial reporting based on the framework of
Internal Control – Integrated Framework
issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO).
The scope of the assessment included all of the subsidiaries of
the Company except for National Starch, which was acquired on
October 1, 2010. The consolidated net sales of the Company for
the year ended December 31, 2010 were $4.37 billion of which
National Starch represented $351 million. The consolidated total
assets of the Company as of December 31, 2010 were $5.07 billion
of which National Starch represented $l.95 billion. Based on the
evaluation, management concluded that our internal control over
financial reporting was effective as of December 31, 2010. The effec-
tiveness of our internal control over financial reporting has been
audited by KPMG LLP, an independent registered public accounting
firm, as stated in their attestation report included herein.
ITEM 9B. OTHER INFORMATION
None.
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CORN PRODUCTS INTERNATIONAL
59
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE
The information contained under the headings “Proposal 1. Election
of Directors,” “The Board and Committees” and “Section 16(a)
Beneficial Ownership Reporting Compliance” in the Company’s
definitive proxy statement for the Company’s 2011 Annual Meeting
of Stockholders (the “Proxy Statement”) is incorporated herein by
reference. The information regarding executive officers called for
by Item 401 of Regulation S-K is included in Part 1 of this report
under the heading “Executive Officers of the Registrant.” The
Company has adopted a code of ethics that applies to its principal
executive officer, principal financial officer, and controller. The code
of ethics is posted on the Company’s Internet website, which is
found at www.cornproducts.com. The Company intends to include
on its website any amendments to, or waivers from, a provision of
its code of ethics that applies to the Company’s principal executive
officer, principal financial officer or controller that relates to any
element of the code of ethics definition enumerated in Item
406(b) of Regulation S-K.
ITEM 11. EXECUTIVE COMPENSATION
The information contained under the headings “Executive
Compensation” and “Compensation Committee Report” in
the Proxy Statement is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The information contained under the headings “Equity Compensation
Plan Information as of December 31, 2010” and “Security Ownership
of Certain Beneficial Owners and Management” in the Proxy
Statement is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information contained under the headings “Review and Approval
of Transactions with Related Persons,” “Certain Relationships and
Related Transactions” and “Independence of Board Members” in
the Proxy Statement is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information contained under the heading “2010 and 2009 Audit
Firm Fee Summary” in the Proxy Statement is incorporated herein
by reference.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Item 15(a)(1) Consolidated Financial Statements
Financial Statements (see Item 8 of the Table of Contents of
this report).
Item 15(a)(2) Financial Statement Schedules
All financial statement schedules have been omitted because the
information either is not required or is otherwise included in the
consolidated financial statements and notes thereto.
Item 15(a)(3) Exhibits
The following list of exhibits includes both exhibits submitted with
this Form 10-K as filed with the SEC and those incorporated by
reference from other filings.
Exhibit No.
Description
3.1
(a)
Amended and Restated Certificate of Incorporation of the
Company, filed as Exhibit 3.1 to the Company’s Registration
Statement on Form 10, File No. 1-13397
3.2
(a)
Certificate of Elimination of Series A Junior Participating Preferred
Stock of Corn Products International, Inc., filed on May 25, 2010
as Exhibit 10.5 to the Company’s Current Report on Form 8-K
dated May 19, 2010, File No. 1-3397
3.3
Amendments to Amended and Restated Certificate of Incorporation
are incorporated by reference to Appendix A to the Company’s
Proxy Statement for its 2010 Annual Meeting of Stockholders
filed on April 9, 2010, File No. 1-3397.
3.3
(a)
Amended By-Laws of the Company, filed on March 21, 2007 as
Exhibit 3.1 to the Company’s Current Report on Form 8-K dated
March 21, 2007, File No. 1-13397
4.1
(a)
Stockholder Agreement, dated as of December 2, 1998 among
the Company, Arancia Industrial, S.A. de C.V. and Promociones
Industriales Aralia, S.A. de C.V., filed on October 21, 1998 as
Exhibit 2 to the Company’s Current Report on Form 8-K dated
October 21, 1998, File No. 1-13397
4.2
(a)
Revolving Credit Agreement, dated as of September 2, 2010,
among Corn Products International, Inc., as borrower, the lenders
from time to time party thereto, JPMorgan Chase Bank, National
Association, as administrative agent, Bank of Montreal, as syndi-
cation agent, and Bank of America, N.A. and Citibank, N.A., as
co-documentation agents, filed on September 9, 2010 as Exhibit 4.1
to the Company’s Current Report on Form 8-K dated September 2,
2010, File No. 1-13397.
4.3
(a)
Amendment No. 1 to Revolving Credit Agreement, dated as of
September 29, 2010, among Corn Products International, Inc., as
borrower, the lenders from time to time party thereto, JPMorgan
Chase Bank, National Association, as administrative agent, Bank
of Montreal, as syndication agent, and Bank of America, N.A. and
Citibank, N.A., as co-documentation agents, filed on November 5,
2010 as Exhibit 4.2 to the Company’s Quarterly Report on Form
10-Q for the quarter ended September 30, 2010
Part III
Part IV
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60
CORN PRODUCTS INTERNATIONAL
4.4
(a)
Private Shelf Agreement, dated as of March 25, 2010 by
and between Corn Products International, Inc. and Prudential
Investment Management, Inc., filed on May 5, 2010 as Exhibit
4.10 to the Company’s Quarterly Report on Form 10-Q, for the
quarter ended March 31, 2010
4.5
(a)
Indenture Agreement dated as of August 18, 1999 between
the Company and The Bank of New York, as Trustee, filed on
August 27, 1999 as Exhibit 4.1 to the Company’s Current Report
on Form 8-K, File No. 1-13397
4.6
(a)
Third Supplemental Indenture dated as of April 10, 2007 between
Corn Products International, Inc. and The Bank of New York Trust
Company, N.A., as trustee, filed on April 10, 2007 as Exhibit 4.3
to the Company’s Current Report on Form 8-K, dated April 10,
2007, File No. 1-13397
4.7
(a)
Fourth Supplemental Indenture dated as of April 10, 2007 between
Corn Products International, Inc. and The Bank of New York Trust
Company, N.A., as trustee, filed on April 10, 2007 as Exhibit 4.4
to the Company’s Current Report on Form 8-K dated April 10,
2007, File No. 1-13397
4.8
(a)
Fifth Supplemental Indenture, dated September 17, 2010, between
Corn Products International, Inc. and The Bank of New York Mellon
Trust Company, N.A. (as successor trustee to The Bank of New York),
as trustee, filed on September 20, 2010 as Exhibit 4.1 to the
Company’s Current Report on Form 8-K dated September 14,
2010, File No. 1-13397
4.9
(a)
Sixth Supplemental Indenture, dated September 17, 2010, between
Corn Products International, Inc. and The Bank of New York Mellon
Trust Company, N.A. (as successor trustee to The Bank of New York),
as trustee, filed on September 20, 2010 as Exhibit 4.2 to the
Company’s Current Report on Form 8-K dated September 14,
2010, File No. 1-13397
4.10
(a)
Seventh Supplemental Indenture, dated September 17, 2010,
between Corn Products International, Inc. and The Bank of
New York Mellon Trust Company, N.A. (as successor trustee to
The Bank of New York), as trustee, filed on September 20, 2010
as Exhibit 4.3 to the Company’s Current Report on Form 8-K
dated September 14, 2010, File No. 1-13397
10.1
(c)
Stock Incentive Plan as effective May 19, 2010 is incorporated by
reference to Appendix B to the Company’s Proxy Statement for
its 2010 Annual Meeting of Stockholders filed on April 9, 2010,
File No. 1-13397.
10.2
(b)(c)
Deferred Stock Unit Plan of the Company
10.3
(a)(c)
Form of Severance Agreement entered into by each of the Named
Executive Officers other than Jorge L. Fiamenghi, filed on May 6,
2008 as Exhibit 10.5 to the Company’s Quarterly Report on Form
10-Q, for the quarter ended March 31, 2008, File No. 1-13397
10.4
(a)
International Share and Business Sale Agreement, dated as
of June 19, 2010, between Akzo Nobel N.V. and Corn Products
International, Inc., filed on September 21, 2010 as Exhibit 4.1 to
the Company’s Current Report on Form 8-K dated September 19,
2010, File No. 1-13397
10.5
(b)(c)
Form of Indemnification Agreement entered into by each of the
members of the Company’s Board of Directors and the Named
Executive Officers
10.6
(a)(c)
Deferred Compensation Plan for Outside Directors of the
Company (Amended and Restated as of September 19, 2001),
filed as Exhibit 4(d) to the Company’s Registration Statement on
Form S-8, File No. 333-75844, as amended by Amendment No. 1
dated December 1, 2004, filed as Exhibit 10.6 to the Company’s
Annual Report on Form 10-K for the year ended December 31,
2004, File No. 1-13397
10.7
(c)
Supplemental Executive Retirement Plan as effective
February 7, 2011
10.8
(b)(c)
Executive Life Insurance Plan
10.9
(a)(c)
Deferred Compensation Plan, as amended by Amendment No. 1
filed as Exhibit 10.21 to the Company’s Annual Report on Form
10-K/A for the year ended December 31, 2001, File No. 1-13397
10.10
(c)
Annual Incentive Plan as effective May 18, 2010 is incorporated
by reference to Appendix C to the Company’s Proxy Statement
for its 2010 Annual Meeting of Stockholders filed on April 9,
2010, File No. 1-3397.
10.11
(a)(c)
Form of Notice of Restricted Stock Award Agreement for use
in connection with awards under the Stock Incentive Plan, filed
on February 27, 2009 as Exhibit 10.11 to the Company’s Annual
Report on Form 10-K for the year ended December 31, 2008,
File No. 1-13397
10.12
(b)
Tax Sharing Agreement dated December 1, 1997 between the
Company and Bestfoods
10.13
(a)(c)
Employee Benefits Agreement dated December 1, 1997 between
the Company and Bestfoods, filed as Exhibit 4.E to the Company’s
Registration Statement on Form S-8, File No. 333-43525
10.14
(a)(c)
Executive Life Insurance Plan, Compensation Committee Summary,
filed as Exhibit 10.14 to the Company’s Annual Report on Form 10-K
for the year ended December 31, 2004, File No. 1-13397
10.15
(a)(c)
Form of Executive Life Insurance Plan Participation Agreement
and Collateral Assignment entered into by the Named Executive
Officers with the exception of Jorge Fiamenghi, filed as Exhibit
10.15 to the Company’s Annual Report on Form 10-K for the year
ended December 31, 2004, File No. 1-13397
10.16
(a)(c)
Form of Performance Share Award Agreement for use in
connection with awards under the Stock Incentive Plan,, filed on
February 11, 2011 as Exhibit 10.1 to the Company’s Current Report
on Form 8-K dated February 7, 2011, File No. 1-13397
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CORN PRODUCTS INTERNATIONAL
61
10.17
(a)(c)
Form of Notice of Grant of Stock Option and Option Award
Agreement for use in connection with awards under the Stock
Incentive Plan, filed on February 11, 2011 as Exhibit 10.2 to the
Company’s Current Report on Form 8-K dated February 7, 2011,
File No. 1-13397
10.18
(a)
Natural Gas Purchase and Sale Agreement between Corn Products
Brasil-Ingredientes Industrias Ltda. and Companhia de Ga de
Sao Paulo-Comgas, filed as Exhibit 10.17 to the Company’s Annual
Report on Form 10-K for the year ended December 31, 2005,
File No. 1-13397
10.19
(a)(c)
Form of Separation Agreement dated as of December 11, 2007
between the Company and Jeffrey B. Hebble, filed on May 6, 2008
as Exhibit 10.19 to the Company’s Quarterly Report on Form 10-Q,
for the quarter ended March 31, 2008, File No. 1-13397
10.20
(a)(c)
Form of Severance Agreement entered into by the Company and
Jorge L. Fiamenghi, filed on May 6, 2008 as Exhibit 10.20 to the
Company’s Quarterly Report on Form 10-Q, for the quarter ended
March 31, 2008, File No. 1-13397
10.21
(a)(c)
Letter of Agreement dated as of April 2, 2009 between the
Company and Ilene S. Gordon, filed on August 6, 2009 as Exhibit
10.21 to the Company’s Quarterly Report on Form 10-Q, for the
quarter ended June 30, 2009, file No. 1-13397
10.22
(a)(c)
Consulting Agreement dated as of April 27, 2009 between the
Company and Samuel C. Scott III, filed on August 6, 2009 as
Exhibit 10.22 to the Company’s Quarterly Report on Form 10-Q,
for the quarter ended June 30, 2009, File No. 1-13397
10.23
(a)(c)
Form of Notice of Grant of Restricted Stock Units and Restricted
Stock Units Award Agreement for use in connection with awards
under the Stock Incentive Plan, filed on February 11, 2011 as
Exhibit 10.3 to the Company’s Current Report on Form 8-K dated
February 7, 2011, File No. 1-13397
10.24
(a)(c)
Confidential Separation and General Release, dated as of
January 26, 2010 by and between the Company and James
J. Hirchak, filed on May 5, 2010 as Exhibit 10.24 to the
Company’s Quarterly Report on Form 10-Q, for the quarter
ended March 31, 2010
10.25
(a)(c)
Letter of Agreement dated as of April 2, 2010 between the
Company and Diane Frisch, filed on August 6, 2010 as Exhibit
10.24 to the Company’s Quarterly Report on Form 10-Q, for
the quarter ended June 30, 2010
10.26
(a)(c)
Executive Severance Agreement dated as of May 1, 2010
between the Company and Diane Frisch, filed on August 6,
2010 as Exhibit 10.25 to the Company’s Quarterly Report on
Form 10-Q, for the quarter ended June 30, 2010
10.27
(a)(c)
Confidentiality and Noncompete Agreement, dated as of July 23,
2010, between Corn Products Brasil-Ingredientes Industrias Ltda.,
the Company and Jorge L. Fiamenghi, filed November 5, 2010 as
Exhibit 10.26 to the Company’s Quarterly Report on Form 10-Q
for the quarter ended September 30, 2010
10.28
(a)(c)
Consulting Agreement, dated as of July 23, 2010, between the
Company and Jorge L. Fiamenghi, filed November 5, 2010 as
Exhibit 10.27 to the Company’s Quarterly Report on Form 10-Q
for the quarter ended September 30, 2010
10.29
(a)(c)
Term Sheet, dated as of July 23, 2010 for Employment Agreements
between the Company and Julio dos Reis and Productos de Maiz
S.A. and Julio dos Reis, filed on November 5, 2010 as Exhibit 10.28
to the Company’s Quarterly Report on Form 10-Q for the Quarter
ended September 30, 2010
10.30
(c)
Letter of Agreement dated as of September 28, 2010 between
the Company and James Zallie
10.31
(c)
Employment Agreement, dated as of July 31, 2009, by and
between National Starch LLC and James Zallie
10.32
(c)
National Starch LLC Severance Plan For Full Time And Part Time
Non-Union Employees, effective April 1, 2008
11.1
Earnings Per Share Computation
12.1
Computation of Ratio of Earnings to Fixed Charges
21.1
Subsidiaries of the Registrant
23.1
Consent of Independent Registered Public Accounting Firm
24.1
Power of Attorney
31.1
CEO Section 302 Certification Pursuant to the Sarbanes-Oxley
Act of 2002
31.2
CFO Section 302 Certification Pursuant to the Sarbanes-Oxley
Act of 2002
32.1
CEO Certification Pursuant to Section 1350 of Chapter 63 of Title
18 of the United States Code as created by the Sarbanes-Oxley
Act of 2002
32.2
CFO Certification Pursuant to Section 1350 of Chapter 63 of Title
18 of the United States Code as created by the Sarbanes-Oxley
Act of 2002
101
The following financial information from Corn Products
International, Inc.’s Annual Report on Form 10-K for the year
ended December 31, 2010 formatted in Extensible Business
Reporting Language (XBRL): (i) the Consolidated Statements of
Income; (ii) the Consolidated Balance Sheets; (iii) the Consolidated
Statements of Comprehensive Income; (iv) the Consolidated
Statements of Equity and Redeemable Equity; (v) the Consolidated
Statements of Cash Flows; and (vi) the Notes to the Consolidated
Financial Statements, tagged as block text.
(d)
(a)
Incorporated herein by reference as indicated in the exhibit description.
(b)
Incorporated herein by reference to the exhibits filed with the Company’s Annual Report
on Form 10-K for the year ended December 31, 1997.
(c)
Management contract or compensatory plan or arrangement required to be filed as an
exhibit to this form pursuant to item 15(b) of this report.
(d)
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are
deemed not filed or part of a registration statement or prospectus for purposes of Sections
11 or 12 of the Securities Act of 1933, as Amended, are deemed not filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as Amended, and otherwise are not subject
to liability under those sections.
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62
CORN PRODUCTS INTERNATIONAL
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, there-
unto duly authorized, on the 28th day of February, 2011.
Corn Products International, Inc.
By: /s/ Ilene S. Gordon
Ilene S. Gordon
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this Report has been signed below by the following persons
on behalf of the Registrant, in the capacities indicated and on the
28th day of February, 2011.
Signature
Title
Chairman, President,
/s/ Ilene S. Gordon
Chief Executive Officer and Director
Ilene S. Gordon
/s/ Cheryl K. Beebe
Chief Financial Officer
Cheryl K. Beebe
/s/ Robin A. Kornmeyer
Controller
Robin A. Kornmeyer
*Richard J. Almeida
Director
Richard J. Almeida
*Luis Aranguren-Trellez
Director
Luis Aranguren-Trellez
*Paul Hanrahan
Director
Paul Hanrahan
*Karen L. Hendricks
Director
Karen L. Hendricks
*Wayne M. Hewett
Director
Wayne M. Hewett
*Gregory B. Kenny
Director
Gregory B. Kenny
*Barbara A. Klein
Director
Barbara A. Klein
* James M. Ringler
Director
James M. Ringler
*Dwayne A. Wilson
Director
Dwayne A. Wilson
*By: /s/ Mary Ann Hynes
Mary Ann Hynes
Attorney-in-fact
(Being the principal executive officer, the principal financial officer,
the controller and a majority of the directors of Corn Products
International, Inc.)
EXHIBIT 11.1
Computation of Net Income per Share of Common Stock
(in millions, except per share data)
Year Ended December 31, 2010
Basic
Shares outstanding at the start of the period
74.9
Weighted average of new shares issued
during the period
0.2
Weighted average of treasury shares issued
during the period for exercise of stock options
and other stock compensation plans
0.6
Weighted average of treasury shares purchased
during the period
(0.1)
Average shares outstanding – basic
75.6
Effect of Dilutive Securities
Average dilutive shares outstanding – assuming dilution
1.2
Average shares outstanding – diluted
76.8
Net income attributable to CPI
$169.2
Net income per common share of CPI – Basic
$÷2.24
Net income per common share of CPI – Diluted
$÷2.20
EXHIBIT 12.1
Computation of Ratio of Earnings to Fixed Charges
(in millions, except ratios)
2010
2009
2008
2007
2006
Income before income
taxes and earnings of
non-controlling interests
$275.5
$115.2
$404.8
$305.4
$197.1
Fixed charges
72.4
41.2
52.5
55.2
46.4
Capitalized interest
(2.6)
(6.6)
(8.0)
(4.1)
(10.2)
Total
$345.3
$149.8
$449.3
$356.5
$233.3
Ratio of earnings
to fixed charges
4.77
3.64
8.56
6.46
5.03
Fixed charges:
Interest expense on debt
$÷69.4
$÷38.8
$÷50.2
$÷52.5
$÷43.8
Amortization of
discount on debt
1.6
1.3
0.8
1.1
1.0
Interest portion of
rental expense on
operating leases
1.4
1.1
1.5
1.6
1.6
Total
$÷72.4
$÷41.2
$÷52.5
$÷55.2
$÷46.4
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CORN PRODUCTS INTERNATIONAL
63
EXHIBIT 21.1
Subsidiaries of the Registrant
The Registrant’s subsidiaries as of December 31, 2010, are listed
below showing the percentage of voting securities directly or indi-
rectly owned by the Registrant. All other subsidiaries, if considered
in the aggregate as a single subsidiary, would not constitute a
significant subsidiary.
Percentage of voting
State or
securities directly
Country of
or indirectly owned
incorporation
by the Registrant
(a)
or organization
Almidones y Quimicos Internationales SA
100
Costa Rica
Arrendadora Gefemesa, S.A. de CV.
100
Mexico
Bebinter S.A. de C.V.
100
Mexico
Bebidas y Algo Mas S.A. de C.V.
100
Mexico
Bedford Construction Company
100
New Jersey
Brunob II B.V.
100
The Netherlands
Brunob IV B.V.
100
The Netherlands
Cali Investment Corp.
100
Delaware
Casco Inc.
100
Canada
Casco Holding LLC
100
Delaware
Colombia Millers Ltd.
100
Delaware
Corn Products Americas Holdings S.a.r.l.
100
Luxembourg
Corn Products Chile-Inducorn S.A.
100
Chile
Corn Products Brasil Ingredientes Industriais Ltda.
100
Brazil
Corn Products Development, Inc.
100
Delaware
Corn Products Employee Services S.a.r.l.
100
Luxembourg
Corn Products Espana, S.L.
100
Spain
Corn Products Espana Holding LLC
100
Delaware
Corn Products Finance LLC
100
Delaware
Corn Products Germany GmbH
100
Germany
Corn Products Global Holding S.a.r.l.
100
Luxembourg
Corn Products International of Argo, Inc.
100
Delaware
Corn Products Kenya Limited
100
Kenya
Corn Products Korea, Inc.
100
Korea
Corn Products Malaysia Sdn. Bhd.
100
Malaysia
Corn Products Mauritius (Pty) Ltd.
100
Mauritius
Corn Products Netherlands Holding S.a.r.l.
100
Luxembourg
Corn Products Puerto Rico Inc.
100
Delaware
Corn Products Sales Corporation
100
Delaware
Corn Products Southern Cone S.A.
100
Argentina
Corn Products Thailand Co., Ltd.
100
Thailand
Corn Products Trading Co. Pte. Ltd.
100
Singapore
Corn Products UK Finance LP
100
England and Wales
Corn Products UK Limited
100
England and Wales
Corn Products Venezuela, C.A.
100
Venezuela
CPD Holding LLC
100
Delaware
CPIngredients Limited
100
England and Wales
CPIngredients, LLC d/b/a GTC Nutrition
100
Colorado
CPIngredientes, S.A. de C.V.
100
Mexico
CP Ingredients India Private Limited
100
India
CPI Flavors (Thailand) Co. Ltd.
100
Thailand
CPI Ingredients South Africa (Pty) Ltd.
100
South Africa
Crystal Car Line, Inc.
100
Illinois
Deutsche ICI GmbH
100
Germany
Derivados del Maiz, S.A.
100
Peru
Feed Products Limited
100
New Jersey
Globe Ingredients Nigeria Limited
100
Nigeria
GreenField Ethanol, Inc .
8.6
Canada
Hispano-American Company, Inc.
100
Delaware
ICI Mauritius (Holdings) Limited
100
Mauritius
ICI Servicios Mexico, SA de CV
100
Mexico
Indumaiz del Ecuador S.A.
100
Ecuador
Industrias del Maiz S.A. – Corn Products Andina
100
Colombia
Inter-National Starch Inc.
100
Philippines
Inversiones Latinoamericanas S.A.
100
Delaware
National Starch & Chemical GmbH
100
Germany
National Starch & Chemical Industrial Ltda
100
Brazil
National Starch & Chemical (Thailand) Ltd
100
Thailand
National Starch LLC
100
Delaware
National Starch Mexico SA de CV
100
Mexico
National Starch Pte. Ltd.
100
Singapore
National Starch Pty Limited
100
Australia
National Starch Servicios, SA de CV
100
Mexico
National Starch Specialties (Shanghai) Ltd
100
China
National Starch ULC
100
Canada
Nippon NSC Ltd
100
Japan
N-Starch Sdn. Bhd.
100
Malaysia
Productos de Maiz, S.A.
100
Argentina
Productos de Maiz Uruguay S.A.
100
Uruguay
PT National Starch
100
Indonesia
Rafhan Maize Products Co. Ltd.
70.3
Pakistan
Raymond & White River LLC
100
Indiana
Shouguang Golden Far East
Modified Starch Co., Ltd
51
China
The Chicago, Peoria and Western
Railway Company
100
Illinois
(a)
With respect to certain companies, shares in the names of nominees and qualifying shares
in the names of directors are included in the above percentages.
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64
CORN PRODUCTS INTERNATIONAL
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Corn Products International, Inc.:
We consent to the incorporation by reference in the registration
statements on Form S-8 (Nos. 33343525, 333-71573, 333-75844,
333-33100, 333-105660, 333-113746, 333-129498, 333-143516,
333-160612 and 333-171310) and Form S-3 (No. 333-141870) of
Corn Products International, Inc. of our report dated February 28, 2011,
with respect to the consolidated balance sheets of Corn Products
International, Inc. and subsidiaries as of December 31, 2010 and
2009, and the related consolidated statements of income, com-
prehensive income, equity and redeemable equity, and cash flows
for each of the years in the three-year period ended December 31,
2010, and the effectiveness of internal control over financial
reporting as of December 31, 2010, which report appears in this
December 31, 2010 annual report on Form 10-K of Corn Products
International, Inc.
Our report dated February 28, 2011 on the effectiveness of
internal control over financial reporting as of December 31, 2010,
contains an explanatory paragraph that states the scope of man-
agement’s assessment of the effectiveness of internal control
over financial reporting includes all of the Company’s consolidated
subsidiaries except for National Starch, a business acquired by the
Company on October 1, 2010. Our audit of internal control over
financial reporting of the Company also excluded an evaluation of
the internal control over the financial reporting of National Starch.
/s/ KPMG LLP
Chicago, Illinois
February 28, 2011
EXHIBIT 24.1
Corn Products International, Inc.
Power of Attorney
Form 10-K for the Fiscal Year Ended December 31, 2010
KNOW ALL MEN BY THESE PRESENTS, that I, as a director of
Corn Products International, Inc., a Delaware corporation (the
“Company”), do hereby constitute and appoint Mary Ann Hynes
as my true and lawful attorney-in-fact and agent, for me and in my
name, place and stead, to sign the Annual Report on Form 10-K
of the Company for the fiscal year ended December 31, 2010,
and any and all amendments thereto, and to file the same and
other documents in connection therewith with the Securities and
Exchange Commission, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in the premises, as fully
to all intents and purposes as I might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact may
lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have executed this instrument this 28th
day of February, 2011.
/s/ Richard J. Almeida
Richard J. Almeida
/s/ Luis Aranguren-Trellez
Luis Aranguren-Trellez
/s/ Ilene S. Gordon
Ilene S. Gordon
/s/ Paul Hanrahan
Paul Hanrahan
/s/ Karen L. Hendricks
Karen L. Hendricks
/s/ Wayne M. Hewett
Wayne M. Hewett
/s/ Gregory B. Kenny
Gregory B. Kenny
/s/ Barbara A. Klein
Barbara A. Klein
/s/ James M. Ringler
James M. Ringler
/s/ Dwayne A. Wilson
Dwayne A. Wilson
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CORN PRODUCTS INTERNATIONAL
65
EXHIBIT 31.1
Certification of Chief Executive Officer
I, Ilene S. Gordon, certify that:
1. I have reviewed this annual report on Form 10-K of
Corn Products International, Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact neces-
sary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with
respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented
in this report;
4. The registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act
Rules 13a-15 (f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the reg-
istrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such
evaluation; and
(d) Disclosed in this report any change in the registrant’s internal
control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the Registrant’s fourth fiscal quarter in
the case of an annual report) that has materially affected, or is rea-
sonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over finan-
cial reporting, to the registrant’s auditors and the audit committee
of the registrant’s board of directors (or persons performing the
equivalent functions):
(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: February 28, 2011
/s/ Ilene S. Gordon
Ilene S. Gordon
Chairman, President and Chief Executive Officer
EXHIBIT 31.2
Certification of Chief Financial Officer
I, Cheryl K. Beebe, certify that:
1. I have reviewed this annual report on Form 10-K of
Corn Products International, Inc.;
2. Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circum-
stances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented
in this report;
4. The registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act
Rules 13a-15 (f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the reg-
istrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
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66
CORN PRODUCTS INTERNATIONAL
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such
evaluation; and
(d) Disclosed in this report any change in the registrant’s internal
control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the Registrant’s fourth fiscal quarter in
the case of an annual report) that has materially affected, or is rea-
sonably likely to materially affect, the registrant’s internal control
over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over finan-
cial reporting, to the registrant’s auditors and the audit committee
of the registrant’s board of directors (or persons performing the
equivalent functions):
(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: February 28, 2011
/s/ Cheryl K. Beebe
Cheryl K. Beebe
Vice President and Chief Financial Officer
EXHIBIT 32.1
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Ilene S. Gordon, the Chief Executive Officer of Corn Products
International, Inc., certify that to my knowledge (i) the report on
Form 10-K for the fiscal year ended December 31, 2010 as filed
with the Securities and Exchange Commission on the date hereof
(the “Report”) fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of
Corn Products International, Inc.
/s/ Ilene S. Gordon
Ilene S. Gordon
Chief Executive Officer
February 28, 2011
A signed original of this written statement required by Section 906 has been provided to
Corn Products International, Inc. and will be retained by Corn Products International, Inc.
and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Cheryl K. Beebe, the Chief Financial Officer of Corn Products
International, Inc., certify that to my knowledge (i) the report on
Form 10-K for the fiscal year ended December 31, 2010 as filed
with the Securities and Exchange Commission on the date hereof
(the “Report”) fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of
Corn Products International, Inc.
/s/ Cheryl K. Beebe
Cheryl K. Beebe
Chief Financial Officer
February 28, 2011
A signed original of this written statement required by Section 906 has been provided to
Corn Products International, Inc. and will be retained by Corn Products International, Inc.
and furnished to the Securities and Exchange Commission or its staff upon request.
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CORN PRODUCTS INTERNATIONAL
67
The performance graph below shows the cumulative total return to
shareholders (stock price appreciation or depreciation plus reinvested
dividends) during the 5-year period from December 31, 2005 to
December 31, 2010, for our common stock compared to the cumula-
tive total return during the same period for the Russell 1000 Index
and a peer group index. The Russell 1000 Index is a comprehensive
common stock price index representing equity investments in the
1,000 larger companies measured by market capitalization of the
3,000 companies in the Russell 3000 Index. The Russell 1000 Index
is value weighted and includes only publicly traded common stocks
belonging to corporations domiciled in the U.S. and its territories.
Our peer group index includes the following 20 companies in
four identified sectors which, based on their standard industrial
classification codes, are similar to us:
Agricultural Processing
Archer-Daniels-Midland Company
Bunge Limited
Gruma, S.A. de C.V.
MGP Ingredients, Inc.
Penford Corporation
Tate & Lyle PLC
Agricultural Production/
Farm Production
Alico, Inc.
Alliance One International, Inc.
Charles River Laboratories
International Inc.
Universal Corporation
Shareholder Cumulative Total Return
Agricultural Chemicals
Agrium, Inc.
Monsanto Company
Potash Corporation of Saskatchewan Inc.
Syngenta AG
Terra Nitrogen Company, L.P.
Paper/Timber
Buckeye Technologies Inc.
Deltic Timber Corporation
MeadWestvaco Corporation
Potlatch Corporation
Wausau Paper Corp.
$0
$100
$50
$150
$200
$250
$300
Comparison of Cumulative Total Return Among our Company, the Russell 1000 Index and our Peer Group Index
(For the period from December 31, 2005 to December 31, 2010. Source: Standard & Poor’s)
$100.00
$156.50
$124.47
$129.62
$207.16
$100.00
$122.13
$76.21
$97.88
$113.64
Corn Products International, Inc.
Russell 1000 Index
Peer Group Index
$100.00
$246.34
$146.06
$195.61
$214.84
$145.71
$115.46
$140.17
RUSSELL 1000 INDEX
CORN PRODUCTS
PEER GROUP INDEX
Dec. 31, 2005
Dec. 31, 2006
Dec. 31, 2007
Dec. 31, 2008
Dec. 31, 2009
Dec. 31, 2010
Our peer group does not include Terra Industries Inc., which was included in the index used in our 2009 Annual Report, because Terra Industries Inc. was delisted from the
New York Stock Exchange in 2010 and was acquired by CF Industries Holdings, Inc. through a merger in April 2010.
The graph assumes that:
• as of the market close on December 31, 2005, you made one-time $100 investments in our common stock and in market capital base-weighted amounts which were
apportioned among all the companies whose equity securities constitute each of the other two named indices, and
• all dividends were automatically reinvested in additional shares of the same class of equity securities constituting such investments at the frequency with which dividends
were paid on such securities during the applicable time frame.
Reconciliation to Non-GAAP Diluted Earnings Per Share (“EPS”) (Unaudited)
Year Ended
Year Ended
Year Ended
December 31, 2010
December 31, 2009
December 31, 2008
Diluted earnings per common share of CPI
$2.20
$0.54
$3.52
Add back:
Acquisition costs, net of income tax benefit
0.34
–
–
Impairment/restructuring charges, net of income tax benefit
0.29
1.47
–
Charge for fair value mark-up of acquired inventory, net of income tax benefit
0.23
–
–
Bridge loan fees, net of income tax benefit
0.16
–
–
Other acquisition-related financing costs, net of income tax benefit
0.02
–
–
Costs associated with terminated Bunge merger, net of income tax benefit
–
–
0.14
Non-GAAP adjusted diluted earnings per common share of CPI
$3.24
$2.01
$3.66
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Board of Directors
Richard J. Almeida
*
2, 3
Former Chairman and
Chief Executive Officer
Heller Financial, Inc.
Age 68; Director since 2001
Luis Aranguren-Trellez
Executive President
Arancia Industrial, S.A. de C.V.
Age 49; Director since 2003
Ilene S. Gordon
Chairman, President and
Chief Executive Officer
Corn Products International, Inc.
Age 57; Director since 2009
Paul Hanrahan
2, 3
President and
Chief Executive Officer
The AES Corporation
Age 53; Director since 2006
Karen L. Hendricks
2
Former Chairman and
Chief Executive Officer
The Baldwin Piano & Organ Company
Age 63; Director since 2000
Wayne M. Hewett
1
President and
Chief Executive Officer
Arysta LifeScience Corporation
Age 46; Director since 2010
Gregory B. Kenny
3
President and
Chief Executive Officer
General Cable Corporation
Age 58; Director since 2005
Barbara A. Klein
1, 3
Former Senior Vice President
and Chief Financial Officer
CDW Corporation
Age 56; Director since 2004
James M. Ringler
1
Chairman of the Board
Teradata Corporation
Age 65; Director since 2001
Dwayne A. Wilson
2
Group President,
Industrial
Fluor Corporation
Age 52; Director since 2010
Directors and Officers
As of April 4, 2011
Corporate Officers
Ilene S. Gordon
Chairman, President and
Chief Executive Officer
Age 57; joined Company in 2009
Cheryl K. Beebe
Executive Vice President
and Chief Financial Officer
Age 55; joined Company in 1980
Julio dos Reis
Senior Vice President and President,
South America Ingredient Solutions
Age 55; joined Company in 1994
Jack C. Fortnum
Executive Vice President and President,
Global Beverage, Industrial and
North America Sweetener Solutions
Age 54; joined Company in 1984
Diane J. Frisch
Senior Vice President, Human Resources
Age 56; joined Company in 2010
Kimberly A. Hunter
Corporate Treasurer
Age 49; joined Company in 2001
Mary Ann Hynes
Senior Vice President,
General Counsel, Corporate Secretary
and Chief Compliance Officer
Age 63; joined Company in 2006
Robin A. Kornmeyer
Vice President and Controller
Age 62; joined Company in 2002
John F. Saucier
Senior Vice President,
Corporate Strategy and
Global Business Development
Age 57; joined Company in 2006
James P. Zallie
Executive Vice President and President,
Global Ingredient Solutions
Age 49; joined Company in 2010
* Lead Director
Committees of the Board
1
Audit Committee
Ms. Klein is Chair.
2
Compensation Committee
Mr. Hanrahan is Chair.
3
Corporate Governance and
Nominating Committee
Mr. Almeida is Chair.
68
CORN PRODUCTS INTERNATIONAL
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Design: Coates and Coates. Printing: UniqueActive LLC
Corporate Headquarters
5 Westbrook Corporate Center
Westchester, IL 60154
708.551.2600
708.551.2700 fax
www.cornproducts.com
Stock Exchange
The common shares of
Corn Products International
trade on the New York Stock
Exchange under the ticker symbol CPO.
Our Company is a member of the Russell
1000 Index and the S&P MidCap 400 Index.
Stock Prices and Dividends
Common stock market price
Cash
Dividends
Declared
High
Low
per Share
2010
Q4
$48.00
$37.12
$0.14
Q3
$39.36
$28.70
$0.14
Q2
$37.62
$30.25
$0.14
Q1
$35.73
$26.23
$0.14
2009
Q4
$31.90
$26.70
$0.14
Q3
$32.37
$24.15
$0.14
Q2
$28.97
$18.04
$0.14
Q1
$31.15
$17.80
$0.14
Shareholders
As of December 31, 2010, there were
6,651 shareholders of record.
Transfer Agent, Dividend
Disbursing Agent and Registrar
The Bank of New York Mellon
866.517.4574 or 201.680.6685 (outside
the U.S. and Canada) or 800.231.5469
(hearing impaired – TTY phone)
shrrelations@bnymellon.com
www.bnymellon.com/shareowner/isd
Shareholder Assistance
General shareholder inquiries:
Corn Products International, Inc.
c/o BNY Mellon Shareowner Services
480 Washington Boulevard
Jersey City, NJ 07310-1900
Send certificates for transfer and
address changes to:
Corn Products International, Inc.
c/o BNY Mellon Shareowner Services
P.O. Box 358015
Pittsburgh, PA 15252-8015
Send dividend reinvestment
transactions to:
Corn Products International, Inc.
c/o BNY Mellon Shareowner Services
P.O. Box 358035
Pittsburgh, PA 15252-8035
Investor and Shareholder Contact
Investor Relations Department
708.551.2592
Investor.relations@cornproducts.com
Company Information
Copies of the Annual Report, the
Annual Report on Form 10-K and quarterly
reports on Form 10-Q may be obtained,
without charge, by writing to Investor
Relations at the corporate headquarters
address, by calling 708.563.5399, by email
at investor.relations@cornproducts.com
or by visiting our website at
www.cornproducts.com.
Annual Meeting of Shareholders
The 2011 Annual Meeting of Shareholders
will be held on Wednesday, May18, 2011,
at 9:00 a.m. local time at the Westbrook
Corporate Center Meeting Facility,
Westbrook Corporate Center, Westchester,
IL 60154. A formal notice of that meeting,
proxy statement and proxy voting card
are being made available to shareholders
in accordance with U.S. Securities and
Exchange Commission regulations.
Independent Auditors
KPMG LLP
303 East Wacker Drive
Chicago, IL 60601
312.665.1000
Board Communication
Interested parties may communicate
directly with any member of our Board
of Directors, including the Lead Director,
or the non-management directors or inde-
pendent directors, as a group, by writing in
care of Corporate Secretary, Corn Products
International, Inc., 5 Westbrook Corporate
Center, Westchester, IL 60154.
Safe Harbor
Certain statements in this Annual Report
that are neither reported financial results
nor other historical information are forward-
looking statements. Such forward-looking
statements are not guarantees of future
performance and are subject to risks and
uncertainties that could cause actual
results and Company plans and objectives
to differ materially from those expressed
in the forward-looking statements.
Shareholder Information
Cert no. SW-COC-002352
This entire report was printed with soy-based inks on
recycled paper that contains 10% post-consumer waste,
is Green Seal certified and is acid-free. UniqueActive LLC,
an FSC-certified printer, released almost no VOC emissions
into the atmosphere. UniqueActive also recycles all of the
plates, waste paper and unused inks, further reducing
the carbon footprint.
Copyright © 2011 Corn Products International, Inc.
All Rights Reserved.
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CORN PRODUCTS INTERNATIONAL
5 Westbrook Corporate Center, Westchester, IL 60154
708.551.2600
www.cornproducts.com
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Setting Standards, Ethical Behavior
Quincy Farms is a producer of items made from farm products that are distributed to supermarkets. For many years, Quincy's products have had strong regional sales on the basis of brand recognition. However, other companies have been marketing similar products in the area, and price competition has become increasingly important. Doug Gilbert, the company's controller, is planning to implement a standard costing system for Quincy and has gathered considerable information from his coworkers on production and direct materials requirements for Quincy's products. Doug believes that the use of standard costing will allow Quincy to improve cost control and make better operating decisions.
Quincy's most popular product is strawberry jam. The jam is produced in 10-gallon batches, and each batch requires five quarts of good strawberries. The fresh strawberries are sorted by hand before entering the production process. Because of imperfections in the…
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Incorporating Stakeholder Impacts into Business SustainabilityAnalyses and DecisionsJack’s Apps Company researches, develops, and sells traditional applications (i.e., apps) formiddle-aged mobile phone device users. In an attempt to tap into the large young adult appmarket to boost sales and advertising revenues, Jack’s CFO, Daniel, is considering hiringstudents from area high schools and universities to drastically increase the innovativeness ofthe company’s apps. Specifically, Daniel hopes that Jack’s new student employee pool will makeJack’s next wave of phone apps inventions popular with young adults by providing innovativeservices, such as exchanging payments for late-night food deliveries, arranging informal datingand other social gatherings, exchanging perspectives on different professors, and identifyingunusual debit card purchase patterns to assist with early fraud detection notification. Basedon cost estimates from Jack’s finance team and surveys of its new target customers…
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Question: 4. Vanguard Office Supplies Is A Nationwide Retail Chain That Offers Office Supplies And Office Furniture. Company Management Has Decided That, From Both A Competitive And A Cost-cutting Standpoint, Vanguard Should Offer Its Own Private-label Brands For Products Like Student Notebooks, Fillers, Ledgers And Journals, Bond And Linen Paper, And Other Products. ...
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4. Vanguard Office Supplies is a nationwide retail chain that offers office supplies and office furniture. Company management has decided that, from both a competitive and a cost-cutting standpoint, Vanguard should offer its own private-label brands for products like student notebooks, fillers, ledgers and journals, bond and linen paper, and other products. To accomplish this objective, Vanguard is considering the purchase of Omega Paper, a manufacturer of paper products and notebooks. A five-year income forecast for Omega is given, along with other pertinent information.…
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Scenario:
A startup company, Korwin Pharmaceuticals is a U.S. pharmaceutical products firm that is growing very rapidly at home and abroad. Integrity and honesty regarding product quality and concern for consumer well-being are values of the founders of the firm.
Recently, Korwin Pharmaceuticals developed several new products to service customers who cannot afford the pricier life-saving anti-allergen medications and the self-injecting devices currently on the market. This over-the-counter product can be taken by the person suffering from a life-threatening allergic reaction and were just recently approved for the marketplace by the U.S. Food and Drug Administration.
To respond to the projected rapid growth of the firm, they are going to hire an additional 100 employees in the next 2 months to cope with the demand for these new life-saving products. Because the company is hiring so many new employees, they are concerned with maintaining the founders’ original values of social…
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Noven Pharmaceuticals, Inc., headquartered in Miami, Florida, describes itself in a recent annual report as follows.
Noven Pharmaceuticals, Inc.
Noven is a place of ideas—a company where scientific excellence and state-of-the-art manufacturing combine to create new answers to human needs. Our transdermal delivery systems speed drugs painlessly and effortlessly into the bloodstream by means of a simple skin patch. This technology has proven applications in estrogen replacement, but at Noven we are developing a variety of systems incorporating bestselling drugs that fight everything from asthma, anxiety and dental pain to cancer, heart disease and neurological illness. Our research portfolio also includes new technologies, such as iontophoresis, in which drugs are delivered through the skin by means of electrical currents, as well as products that could satisfy broad consumer needs, such as our anti-microbial mouthrinse.
Noven also reported in its annual report that its activities to…
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Overview
In the article for this assignment, Plaskett shows that ERP systems are helpful for companies to establish needed agility. ERP systems are also discussed in length in Chapter 6 of your textbook. Accurate, up-to-date information on business products can help reduce production times and make businesses more effective.
Read this article before you begin the assignment:
ERP System Enables Gearmaker to Achieve Needed Agility.
Instructions
Using the same framework used by Plaskett, answer the following in 3 pages of paper
Summarize the factors that made the ERP system successful in Gearmaker.
Apply the same ERP analysis process to a company of your choice and describe the potential impact on its operations.
Use at least three quality resources in this assignment. Note: Wikipedia and similar websites do not qualify as quality resources.
This course requires the use of Strayer Writing Standards (SWS). The library is your home for SWS assistance, including citations and…
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Hurney Corporation manufactures plastic water bottles. It plans to grow by producing high-quality water bottles at a low cost that are delivered in a timely manner. There are a number of other manufacturers who produce similar water bottles. Hurney believes that continuously improving its manufacturing processes and having satisfied employees are critical to implementing its strategy.
Required:
Is Hurney's strategy one of product differentiation or cost leadership? Explain briefly.
Identify at least one key element that you would expect to see included in the balanced scorecard
a. for the financial perspective.
b. for the customer perspective.
c. for the internal business process perspective.
d. for the learning and growth perspective.
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How to step by step solve problem and graph. Problem is in photo
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Outsourcing Call Centers; Strategy; Ethics; Present-Value Analysis (Chapter 12) Merchants’Bank (MB) is a large regional bank operating in 634 locations in the southeastern United States.Until 2014, the bank operated a call center for customer inquiries out of a single location in Atlanta,Georgia. MB understood the importance of the call center for overall customer satisfaction andmade sure that the center was managed effectively. However, in early 2013, it became clear that thecost of running the center was increasing very rapidly, along with the firm’s growth, and that someissues were arising about the quality of the service. To improve the quality and dramatically reducethe cost of the service, MB moved its call center to Bangalore, India, to be run by an experiencedoutsourcing firm, Naftel, which offers similar services to other banks like MB.The Naftel contract was for 5 years, and in late 2017 it was time to consider whether to renewthe contract, change to another call center…
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The Robert Baker Bread Company is planning to open a production plant to bake bread for sale and distribution in grocery stores. Robert's customers have already become familiar with his company's name and reputation for quality in visiting his cafés throughout the Midwest. Customers like the ability to customize the amount of seasoning and flavors that Robert puts in the various types of bread. When Robert begins mass production of the bread what should he be most concerned with regarding his customers' reaction?
Group of answer choices
a) His customers have become used to the ability to customize the bread, which they will not have in a mass-produced product sold in grocery stores
b) The cost of the bread in the grocery store will have to be higher than in his café
c) Robert's café operations will lose customers who will simply buy the bread at the grocery store instead
d) Robert will need to open more café locations to sell whatever bread the grocery stores do not sell
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