e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007
COMMISSION
FILE NUMBER 1-13397
CORN PRODUCTS INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
22-3514823
(I.R.S. Employer Identification Number)
|
|
|
5 WESTBROOK CORPORATE CENTER,
WESTCHESTER, ILLINOIS
(Address of principal executive offices)
|
|
60154
(Zip Code) |
(708) 551-2600
(Registrants telephone number, including area code)
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 þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ Accelerated filer o Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
Indicate the number of shares outstanding of each of the registrants classes of common stock,
as of the latest practicable date.
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|
|
CLASS
Common Stock, $.01 par value
|
|
OUTSTANDING AT APRIL 30, 2007
74,434,987 shares |
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
ITEM 1
FINANCIAL STATEMENTS
CORN PRODUCTS INTERNATIONAL, INC.
Condensed Consolidated Statements of Income
(Unaudited)
(In millions, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
March 31, |
|
|
2007 |
|
2006 |
Net sales before shipping and handling costs |
|
$ |
816.7 |
|
|
$ |
665.8 |
|
Less: shipping and handling costs |
|
|
54.8 |
|
|
|
51.0 |
|
|
|
|
Net sales |
|
|
761.9 |
|
|
|
614.8 |
|
Cost of sales |
|
|
615.7 |
|
|
|
522.1 |
|
|
|
|
Gross profit |
|
|
146.2 |
|
|
|
92.7 |
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
57.6 |
|
|
|
47.7 |
|
Other income (expense)-net |
|
|
(0.8 |
) |
|
|
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
87.8 |
|
|
|
46.2 |
|
|
|
|
|
|
|
|
|
|
Financing costs-net |
|
|
9.9 |
|
|
|
6.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes and minority interest |
|
|
77.9 |
|
|
|
39.6 |
|
Provision for income taxes |
|
|
26.5 |
|
|
|
15.4 |
|
|
|
|
|
|
|
51.4 |
|
|
|
24.2 |
|
Minority interest in earnings |
|
|
1.4 |
|
|
|
0.8 |
|
|
|
|
Net income |
|
$ |
50.0 |
|
|
$ |
23.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
Basic |
|
|
74.5 |
|
|
|
74.1 |
|
Diluted |
|
|
76.2 |
|
|
|
75.4 |
|
|
|
|
|
|
|
|
|
|
Earnings per common share: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.67 |
|
|
$ |
0.32 |
|
Diluted |
|
$ |
0.66 |
|
|
$ |
0.31 |
|
See Notes to Condensed Consolidated Financial Statements
2
PART I FINANCIAL INFORMATION
ITEM I
FINANCIAL STATEMENTS
CORN PRODUCTS INTERNATIONAL, INC.
Condensed Consolidated Balance Sheets
(In millions, except share and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
December 31, |
|
|
2007 |
|
2006 |
|
|
(Unaudited) |
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
87 |
|
|
$ |
131 |
|
Accounts receivable net |
|
|
371 |
|
|
|
357 |
|
Inventories |
|
|
340 |
|
|
|
321 |
|
Prepaid expenses |
|
|
16 |
|
|
|
12 |
|
Deferred income taxes |
|
|
12 |
|
|
|
16 |
|
|
Total current assets |
|
|
826 |
|
|
|
837 |
|
|
|
Property, plant and equipment net |
|
|
1,382 |
|
|
|
1,356 |
|
Goodwill and other intangible assets |
|
|
428 |
|
|
|
381 |
|
Deferred income taxes |
|
|
2 |
|
|
|
1 |
|
Investments |
|
|
6 |
|
|
|
33 |
|
Other assets |
|
|
60 |
|
|
|
54 |
|
|
Total assets |
|
$ |
2,704 |
|
|
$ |
2,662 |
|
|
Liabilities and equity |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Short-term borrowings and current portion of long-term debt |
|
$ |
64 |
|
|
$ |
74 |
|
Deferred income taxes |
|
|
14 |
|
|
|
14 |
|
Accounts payable and accrued liabilities |
|
|
419 |
|
|
|
429 |
|
|
Total current liabilities |
|
|
497 |
|
|
|
517 |
|
|
Non-current liabilities |
|
|
150 |
|
|
|
147 |
|
Long-term debt |
|
|
494 |
|
|
|
480 |
|
Deferred income taxes |
|
|
120 |
|
|
|
121 |
|
Minority interest in subsidiaries |
|
|
18 |
|
|
|
19 |
|
Redeemable common stock (529,300 and 1,227,000 shares issued and
outstanding at March 31, 2007 and December 31, 2006,
respectively) stated at redemption value |
|
|
18 |
|
|
|
44 |
|
Share-based payments subject to redemption |
|
|
6 |
|
|
|
4 |
|
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 74,790,474 and 74,092,774 shares
issued at March 31, 2007 and December 31, 2006,
respectively |
|
|
1 |
|
|
|
1 |
|
Additional paid in capital |
|
|
1,077 |
|
|
|
1,051 |
|
Less: Treasury stock (common stock; 1,074,519 and 1,017,207
shares at March 31, 2007 and December 31, 2006, respectively) at
cost |
|
|
(30 |
) |
|
|
(27 |
) |
Accumulated other comprehensive loss |
|
|
(217 |
) |
|
|
(223 |
) |
Retained earnings |
|
|
570 |
|
|
|
528 |
|
|
Total stockholders equity |
|
|
1,401 |
|
|
|
1,330 |
|
|
Total liabilities and equity |
|
$ |
2,704 |
|
|
$ |
2,662 |
|
|
See Notes to Condensed Consolidated Financial Statements
3
PART I FINANCIAL INFORMATION
ITEM 1
FINANCIAL STATEMENTS
CORN PRODUCTS INTERNATIONAL, INC.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
|
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|
|
|
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|
(In millions) |
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2007 |
|
|
2006 |
|
Net income |
|
$ |
50 |
|
|
$ |
23 |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
Gains (losses) on cash flow hedges, net
of income tax effect of $6 and $6,
respectively |
|
|
(9 |
) |
|
|
(9 |
) |
Reclassification adjustment for losses on
cash flow hedges included in net income,
net of income tax effect of $ and $2,
respectively |
|
|
|
|
|
|
4 |
|
Currency translation adjustment |
|
|
15 |
|
|
|
23 |
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
56 |
|
|
$ |
41 |
|
|
|
|
|
|
|
|
See Notes to Condensed Consolidated Financial Statements
4
PART I FINANCIAL INFORMATION
ITEM 1
FINANCIAL STATEMENTS
CORN PRODUCTS INTERNATIONAL, INC.
Condensed Consolidated Statement of Stockholders Equity and Redeemable Equity
(Unaudited)
|
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|
STOCKHOLDERS EQUITY |
|
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|
|
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|
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Additional |
|
|
|
|
|
Accumulated Other |
|
|
|
|
|
Redeemable |
|
Share-based |
|
|
Common |
|
Paid-In |
|
Treasury |
|
Comprehensive |
|
Retained |
|
Common |
|
Payments Subject to |
(in millions) |
|
Stock |
|
Capital |
|
Stock |
|
Income (Loss) |
|
Earnings |
|
Stock |
|
Redemption |
|
Balance, December 31, 2006 |
|
$ |
1 |
|
|
$ |
1,051 |
|
|
$ |
(27 |
) |
|
$ |
(223 |
) |
|
$ |
528 |
|
|
$ |
44 |
|
|
$ |
4 |
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50 |
|
|
|
|
|
|
|
|
|
Dividends declared |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7 |
) |
|
|
|
|
|
|
|
|
Losses on cash flow hedges, net of income tax effect of $6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Repurchases of common stock |
|
|
|
|
|
|
|
|
|
|
(7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock on exercise of stock options |
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
Change in fair value and number of shares of redeemable
common stock |
|
|
|
|
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(26 |
) |
|
|
|
|
Currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative effect of adopting FIN 48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
Balance, March 31, 2007 |
|
$ |
1 |
|
|
$ |
1,077 |
|
|
$ |
(30 |
) |
|
$ |
(217 |
) |
|
$ |
570 |
|
|
$ |
18 |
|
|
$ |
6 |
|
|
See Notes to Condensed Consolidated Financial Statements
5
PART I FINANCIAL INFORMATION
ITEM 1
FINANCIAL STATEMENTS
CORN PRODUCTS INTERNATIONAL, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
|
|
|
|
|
|
|
|
|
(In millions) |
|
Three Months Ended March 31, |
|
|
2007 |
|
2006 |
Cash provided by (used for) operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
50 |
|
|
$ |
23 |
|
Non-cash charges (credits) to net income: |
|
|
|
|
|
|
|
|
Depreciation |
|
|
31 |
|
|
|
28 |
|
Minority interest in earnings |
|
|
1 |
|
|
|
1 |
|
Changes in working capital: |
|
|
|
|
|
|
|
|
Accounts receivable and prepaid items |
|
|
(31 |
) |
|
|
(11 |
) |
Inventories |
|
|
(7 |
) |
|
|
(3 |
) |
Accounts payable and accrued liabilities |
|
|
6 |
|
|
|
(42 |
) |
Other |
|
|
8 |
|
|
|
9 |
|
|
Cash provided by operating activities |
|
|
58 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
Cash provided by (used for) investing activities: |
|
|
|
|
|
|
|
|
Capital expenditures, net of proceeds on disposal |
|
|
(32 |
) |
|
|
(37 |
) |
Payments for acquisitions (net of cash acquired of $7) |
|
|
(59 |
) |
|
|
|
|
Other |
|
|
|
|
|
|
1 |
|
|
Cash used for investing activities |
|
|
(91 |
) |
|
|
(36 |
) |
|
|
|
|
|
|
|
|
|
|
Cash provided by (used for) financing activities: |
|
|
|
|
|
|
|
|
Proceeds from borrowings |
|
|
29 |
|
|
|
14 |
|
Payments on debt |
|
|
(27 |
) |
|
|
(5 |
) |
Repurchase of common stock |
|
|
(7 |
) |
|
|
|
|
Issuance of common stock |
|
|
2 |
|
|
|
3 |
|
Dividends paid (including to minority interest shareholders) |
|
|
(8 |
) |
|
|
(7 |
) |
|
Cash provided by (used for) financing activities |
|
|
(11 |
) |
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
Decrease in cash and cash equivalents |
|
|
(44 |
) |
|
|
(26 |
) |
Cash and cash equivalents, beginning of period |
|
|
131 |
|
|
|
116 |
|
|
Cash and cash equivalents, end of period |
|
$ |
87 |
|
|
$ |
90 |
|
|
See Notes to Condensed Consolidated Financial Statements
6
CORN PRODUCTS INTERNATIONAL, INC.
Notes to Condensed Consolidated Financial Statements
1. Interim Financial Statements
References to the Company are to Corn Products International, Inc. and its consolidated
subsidiaries. These statements should be read in conjunction with the consolidated financial
statements and the related notes to those statements contained in the Companys Annual Report on
Form 10-K for the year ended December 31, 2006.
The unaudited condensed consolidated interim financial statements included herein were
prepared by management and reflect all adjustments (consisting solely of normal recurring items)
which are, in the opinion of management, necessary to present a fair statement of results of
operations and cash flows for the interim periods ended March 31, 2007 and 2006, and the financial
position of the Company as of March 31, 2007. The results for the interim periods are not
necessarily indicative of the results expected for the full years.
2. Acquisitions
On February 12, 2007, the Company acquired the food business assets of SPI Polyols, a
subsidiary of ABF North America Holdings, Inc., and the common shares of an SPI unit that owned the
50 percent of Getec Guanabara Quimica Industrial S.A. (GETEC) not previously held by
Corn Products International. GETEC is a major Brazilian producer of polyols, including liquid
sorbitol and mannitol, and anhydrous dextrose, for the personal care, food, candy and
confectionary, and pharmaceutical markets. The Company paid approximately $66 million in
cash to complete this acquisition, which was accounted for under the purchase method of accounting.
Goodwill of approximately $49 million was recorded. Effective with the acquisition, GETEC, which
was previously accounted for as a non-controlled affiliate under the equity method, became a
consolidated subsidiary of the Company.
3. Share-Based Compensation
The Company accounts for share-based compensation under the provisions of Statement of
Financial Accounting Standards No. 123R Share-Based Payment.
A summary of information with respect to stock-based compensation is as follows:
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended |
|
|
March 31, |
(in millions) |
|
2007 |
|
2006 |
Total stock-based compensation expense
included in net income |
|
$ |
3.8 |
|
|
$ |
2.1 |
|
Income tax benefit related to stock-based
compensation included in net income |
|
|
1.3 |
|
|
|
0.8 |
|
7
Stock Options:
Under the Companys stock incentive plan, stock options are granted at exercise prices that
equal the market value of the underlying common stock on the date of grant. The options are
exercisable upon vesting, which occurs for grants issued in 2007 evenly over a three year period at
the anniversary dates of the date of grant, and have a term of 10 years. Stock options granted
prior to 2007 are exercisable upon vesting, which occurs in 50 percent increments at the one and
two year anniversary dates of the date of grant, and also have a term of 10 years. Compensation
expense is recognized on a straight-line basis for awards.
The Company granted non-qualified options to purchase 763,000 shares of the Companys common
stock during the quarter ended March 31, 2007.
The fair value of each option grant was estimated using the Black-Scholes option pricing model
with the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
March 31, |
|
|
2007 |
|
2006 |
Expected life (in years) |
|
|
5.3 |
|
|
|
5.3 |
|
Risk-free interest rate |
|
|
4.76 |
% |
|
|
4.2 |
% |
Expected volatility |
|
|
26.75 |
% |
|
|
27.75 |
% |
Expected dividend yield |
|
|
0.98 |
% |
|
|
1.08 |
% |
The expected life of options represents the weighted average period of time that options
granted are expected to be outstanding giving consideration to vesting schedules and the Companys
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 Companys common stock. Dividend
yields are based on historical dividend payments.
Stock option activity for the three months ended March 31, 2007 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
Average Remaining |
|
|
|
|
Number of |
|
Average Exercise |
|
Contractual Term |
|
Aggregate |
(dollars and shares in thousands) |
|
Options |
|
Price |
|
(Years) |
|
Intrinsic Value |
Outstanding at December 31, 2006 |
|
|
4,350 |
|
|
$ |
19.45 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
763 |
|
|
|
33.80 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(82 |
) |
|
|
18.05 |
|
|
|
|
|
|
|
|
|
Cancelled |
|
|
(4 |
) |
|
|
25.83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2007 |
|
|
5,027 |
|
|
|
21.65 |
|
|
|
6.80 |
|
|
$ |
73,901 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at
March 31, 2007 |
|
|
3,728 |
|
|
|
18.54 |
|
|
|
5.90 |
|
|
$ |
66,410 |
|
For the three months ended March 31, 2007, cash received from the exercise of stock options
was $2 million and the income tax benefit realized from the exercise of stock options was $0.2
million. As of March 31, 2007, the total remaining unrecognized compensation cost related to
non-vested stock options amounted to $10 million, which will be amortized over the weighted-average
period of approximately 1.6 years.
8
Additional information pertaining to stock option activity is as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
(dollars in thousands, except per share) |
|
March 31, |
|
|
2007 |
|
2006 |
Weighted average grant date fair value of
stock options granted (per share) |
|
$ |
10.33 |
|
|
$ |
7.70 |
|
Total intrinsic value of stock options
exercised |
|
$ |
1,400 |
|
|
$ |
2,275 |
|
Restricted Shares of Common Stock:
The Company has granted restricted stock to certain employees that vest after a designated
service period ranging from three to five years. The fair value of the restricted stock is
determined based upon the number of shares granted and the quoted price of the Companys stock at
the date of the grant. Expense recognized for the three months ended March 31, 2007 and 2006 was
$0.3 million and $0.2 million, respectively.
The following table summarizes restricted share activity for the three month period ended
March 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
Weighted |
|
|
Restricted |
|
Average |
(shares in thousands) |
|
Shares |
|
Fair Value |
Non-vested at December 31, 2006 |
|
|
169 |
|
|
$ |
21.00 |
|
Granted |
|
|
77 |
|
|
|
33.61 |
|
Vested |
|
|
|
|
|
|
|
|
Cancelled |
|
|
(2 |
) |
|
|
30.97 |
|
|
|
|
|
|
|
|
|
|
Non-vested at March 31, 2007 |
|
|
244 |
|
|
|
24.94 |
|
|
|
|
|
|
|
|
|
|
As of March 31, 2007, the total remaining unrecognized compensation cost related to restricted
stock amounted to $4.5 million, which will be amortized on a weighted-average basis over 2.6 years.
Restricted Stock Units:
Under the compensation agreement with the Board of Directors at least 50 percent of a
directors compensation is awarded based on each directors election to receive such compensation
in the form of restricted stock units, which track investment returns to changes in value of the Companys
common stock with dividends being reinvested. Restricted stock units under this plan vest immediately. The
compensation expense relating to this plan was $0.2 million in both first quarter 2007 and 2006.
At March 31, 2007, there are approximately 170,000 restricted
stock units outstanding under this plan at a value of
$4.5 million.
9
Long-Term Incentive Plans
Equity-Classified Awards:
The
Company has a long term incentive plan for Officers under which
performance shares are awarded. These awards are classified as equity
under SFAS 123R. The ultimate payment of the performance shares will be based 50 percent on the
Companys stock performance as compared to the stock performance of a peer group and 50 percent on
a return of capital employed versus a 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 established. 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 goal and is reviewed at the end of each reporting period. The Company
recognized compensation expense of $1.9 million and $0.4 million under this plan for first quarter
2007 and 2006, respectively. The total compensation cost for these awards is being amortized over
a three year period. As of March 31, 2007 the total remaining unrecognized compensation cost
relating to this plan was $6.2 million which will be amortized over the remaining requisite service
period of 2.75 years. This amount may vary each reporting period based on changes in the
probability of attaining the goal.
4. Inventories
Inventories are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
At |
|
|
At |
|
|
|
March 31, |
|
|
December 31, |
|
(in millions) |
|
2007 |
|
|
2006 |
|
Finished and in process |
|
$ |
150 |
|
|
$ |
127 |
|
Raw materials |
|
|
135 |
|
|
|
144 |
|
Manufacturing supplies and other |
|
|
55 |
|
|
|
50 |
|
|
|
|
|
|
|
|
Total inventories |
|
$ |
340 |
|
|
$ |
321 |
|
|
|
|
|
|
|
|
5. Income Taxes
In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in
Income Taxes (FIN 48). FIN 48 is an interpretation of FASB Statement No. 109, Accounting for
Income Taxes, and seeks to reduce the diversity in practice associated with certain aspects of
measurement and recognition in accounting for income taxes. In addition, FIN 48 provides guidance
on de-recognition, classification, interest and penalties, and accounting in interim periods and
requires expanded disclosure with respect to uncertainty in income taxes.
The Company adopted FIN 48 as of the beginning of the Companys 2007 fiscal year. The
cumulative effect of the adoption of FIN 48 was reflected as a reduction in the beginning balance
of retained earnings of $1 million. As of January 1, 2007, the gross amount of the liability
related to unrecognized tax benefits was $16 million. Of this total, $13 million represents the
amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate in
future periods.
10
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 January 1, 2007.
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 2004. The Company remains subject to potential examination in Canada for the years 2000 to
2006, Brazil for the years 2001 to 2006 and in Korea and Mexico for the years 2002 to 2006.
It is reasonably possible that the total amount of unrecognized tax benefits will increase or
decrease within twelve months of January 1, 2007. The Company currently estimates that such
increases or decreases will not be significant.
6. Debt
On April 10, 2007, the Company sold $200 million of 6.0 percent Senior Notes due April 15,
2017 and $100 million of 6.625 percent Senior Notes due April 15, 2037. Interest on the notes will
be paid semi-annually on April 15 and October 15, beginning on October 15, 2007. The notes are
unsecured obligations of the Company and rank equally with the Companys other unsecured, senior
indebtedness. The Company may redeem the notes, in whole at any time or in part from time to time,
at its 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 in the applicable Indenture), plus, in the case of the 2017 notes, 25 basis points and
plus, in the case of the 2037 notes, 30 basis points, plus, in each case, accrued interest thereon
to the date of redemption. The net proceeds from the sale of the notes will be used by the Company
to repay its $255 million 8.25 percent Senior Notes at the maturity date of July 15, 2007
(including accrued interest thereon), and for general corporate purposes. Accordingly, the 8.25
percent Senior Notes are included in long-term debt in the Companys Condensed Consolidated Balance
Sheets.
In anticipation of the refinancing of the 8.25 percent Senior Notes, in 2006 the Company had
entered into Treasury Lock agreements (the T-Locks) that fixed the benchmark component of the
interest rate to be established for the $200 million 6.0 percent Senior Notes due April 15, 2007.
The T-Locks were accounted for as cash flow hedges. The T-Locks expired on March 21, 2007 and the
Company paid approximately $5 million, representing the losses on the T-Locks, to settle the
agreements. The $5 million loss is included in accumulated other comprehensive loss and will be
amortized to financing costs over the ten-year term of the $200 million 6.0 percent Senior Notes
due April 15, 2017.
In February 2007, Corn Products Brasil Ingredientes Industriais Ltda., the Companys
wholly-owned Brazilian subsidiary, entered into two floating rate government export loans totaling
$23 million to finance the acquisition of the remaining ownership interest in GETEC. The notes are
local currency denominated obligations that mature in January 2010.
11
7. Redeemable Common Stock
The
Company has an agreement (the put option) with certain common stockholders (collectively the holder) that
provides the holder with the right to require the Company to repurchase the underlying common
shares for cash at a price equal to the average of the closing per share market price of the
Companys common stock for the 20 trading days immediately preceding the date that the holder
exercises the put option. The put option is exercisable at any time until January 2010 when it
expires. The holder can also elect to sell the common shares on the open market, subject to
certain restrictions. The common shares subject to the put option are classified as redeemable
common stock in the Companys Condensed Consolidated Balance Sheets.
During the first quarter of 2007 the holder sold 697,700 shares of redeemable common stock in
open market transactions, thereby reducing the number of redeemable common shares to 529,300 shares
at March 31, 2007. The carrying value of the redeemable common stock was $18 million at March 31,
2007 and $44 million at December 31, 2006, based on the average of the closing per share market
prices of the Companys common stock for the 20 trading days immediately preceding the respective
balance sheet dates ($33.44 per share and $35.86 per share at March 31, 2007 and December 31, 2006,
respectively). Adjustments to mark the redeemable common stock to market value are recorded
directly against additional paid-in capital in the stockholders equity section of the Companys
Condensed Consolidated Balance Sheets.
8. Segment Information
The Company operates in one business segment, corn refining, and is managed on a geographic
regional basis. Its North America operations include corn-refining businesses in the United
States, Canada and Mexico. The Companys South America operations include corn-refining businesses
in Brazil, Colombia, Ecuador, Peru and the Southern Cone of South America, which includes
Argentina, Chile and Uruguay. The Companys Asia/Africa operations include corn-refining
businesses in Korea, Pakistan, Malaysia, Kenya, and China, and a tapioca root processing operation
in Thailand.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
March 31, |
(in millions) |
|
2007 |
|
2006 |
Net Sales |
|
|
|
|
|
|
|
|
North America |
|
$ |
467.8 |
|
|
$ |
376.3 |
|
South America |
|
|
200.4 |
|
|
|
150.9 |
|
Asia/Africa |
|
|
93.7 |
|
|
|
87.6 |
|
|
|
|
Total |
|
$ |
761.9 |
|
|
$ |
614.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income |
|
|
|
|
|
|
|
|
North America |
|
$ |
61.1 |
|
|
$ |
24.4 |
|
South America |
|
|
25.0 |
|
|
|
19.7 |
|
Asia/Africa |
|
|
14.3 |
|
|
|
13.0 |
|
Corporate |
|
|
(12.6 |
) |
|
|
(10.9 |
) |
|
|
|
Total |
|
$ |
87.8 |
|
|
$ |
46.2 |
|
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
At |
|
|
At |
|
(in millions) |
|
March 31, 2007 |
|
|
December 31, 2006 |
|
Total Assets |
|
|
|
|
|
|
|
|
North America |
|
$ |
1,511 |
|
|
$ |
1,539 |
|
South America |
|
|
716 |
|
|
|
667 |
|
Asia/Africa |
|
|
477 |
|
|
|
456 |
|
|
|
|
|
|
|
|
Total |
|
$ |
2,704 |
|
|
$ |
2,662 |
|
|
|
|
|
|
|
|
9. Net Periodic Benefit Cost
For detailed information about the Companys pension and postretirement benefit plans, please
refer to Note 10 of the Companys Consolidated Financial Statements included in the Companys Annual
Report on Form 10-K for the year ended December 31, 2006.
The following sets forth the components of net periodic benefit cost of the US and non-US
defined benefit plans for the three months ended March 31, 2007 and 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
US Plans |
|
Non-US Plans |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
|
Service cost |
|
$ |
0.7 |
|
|
$ |
0.7 |
|
|
$ |
0.6 |
|
|
$ |
0.7 |
|
Interest cost |
|
|
1.0 |
|
|
|
0.9 |
|
|
|
1.5 |
|
|
|
1.4 |
|
Expected return on plan assets |
|
|
(1.0 |
) |
|
|
(1.0 |
) |
|
|
(1.7 |
) |
|
|
(1.7 |
) |
Amortization of prior service cost |
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
Amortization of net actuarial loss |
|
|
0.2 |
|
|
|
0.1 |
|
|
|
0.4 |
|
|
|
0.3 |
|
|
Net pension cost |
|
$ |
0.9 |
|
|
$ |
0.8 |
|
|
$ |
0.8 |
|
|
$ |
0.7 |
|
|
The Company previously disclosed in its consolidated financial statements for the year
ended December 31, 2006 that it expects to make cash contributions of $7 million to its Canadian
pension plans, and is considering an optional cash contribution to its US plan, in 2007. As of
March 31, 2007, approximately $2 million in pension contributions had been made to the Canadian
pension plan, and the Company is still considering an optional cash contribution to its US plan.
13
The following sets forth the components of net postretirement benefit cost for the three
months ended March 31, 2007 and 2006:
|
|
|
|
|
|
|
|
|
(in millions) |
|
|
|
|
|
|
2007 |
|
2006 |
|
Service cost |
|
$ |
0.4 |
|
|
$ |
0.4 |
|
Interest cost |
|
|
0.7 |
|
|
|
0.6 |
|
Amortization of prior service benefit |
|
|
|
|
|
|
(0.1 |
) |
Amortization of net actuarial loss |
|
|
|
|
|
|
0.1 |
|
|
Net postretirement benefit cost |
|
$ |
1.1 |
|
|
$ |
1.0 |
|
|
14
ITEM 2
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We are one of the worlds largest corn refiners and a major supplier of high-quality food
ingredients and industrial products 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 commodities that compete with virtually identical products manufactured by other
companies in the industry. However, we have thirty manufacturing plants located throughout North
America, South America and Asia/Africa 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
requirements 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.
First quarter 2007 was an outstanding period for us as we set record highs for net sales,
operating income, net income and diluted earnings per common share. While all three of our
geographic regions contributed to this growth, this record performance was largely driven by
increased sales and earnings in our North American business. Given our strong first
quarter, we currently expect that full year 2007
diluted earnings per common share should increase in the range of 29 to 41 percent over the $1.63
we earned in 2006, to $2.10 to $2.30 per diluted common share. Our
previous full year 2007 diluted earnings
per share guidance was $1.84 to $2.01.
Results of Operations
For The Three Months Ended March 31, 2007
With Comparatives for the Three Months Ended March 31, 2006
Net Income. Net income for the quarter ended March 31, 2007 increased to $50.0 million, or
$0.66 per diluted common share, from $23.4 million, or $0.31 per diluted common share, in the first
quarter of 2006. The increase in net income primarily reflects a significant increase in operating
income driven principally by improved North American results.
Net Sales. First quarter net sales totaled $762 million, up 24 percent from first quarter 2006
net sales of $615 million. The increase reflects a 20 percent price/product mix improvement, 3
percent volume growth and a 1 percent benefit from foreign currency translation attributable to
stronger South American and Asian currencies.
North American net sales for first quarter 2007 increased 24 percent to $468 million, from
$376 million in the same period last year, as price/product mix improvement of 26 percent more than
offset a 1 percent volume reduction and a 1 percent decline from currency translation attributable
to a weaker Canadian dollar. In South America, first quarter 2007 net sales increased 33 percent
to $200 million, from $151 million in first quarter 2006, reflecting price/product mix improvement
of 17 percent, volume growth of 13 percent and a 3 percent improvement attributable to stronger
South American currencies. In Asia/Africa, first quarter
15
2007 net sales increased 7 percent to $94 million, from $88 million in the year-ago period,
reflecting a 4 percent increase attributable to stronger Asian currencies, 2 percent volume growth
and a 1 percent price/product mix improvement.
Cost of Sales and Operating Expenses. Cost of sales of $616 million for first quarter 2007 was
up 18 percent from $522 million in the prior year period, mainly attributable to higher corn costs
and increased sales volume. Gross profit margin was 19 percent, up from 15 percent last year,
principally reflecting improved profitability and margins in North America.
First quarter 2007 operating expenses increased to $57.6 million from $47.7 million last year,
primarily reflecting higher compensation-related costs, operating expenses of acquired businesses
and stronger foreign currencies. First quarter 2007 operating expenses, as a percentage of net
sales, were 7.6 percent, down from 7.8 percent a year ago.
Operating Income. First quarter 2007 operating income increased 90 percent to $87.8 million
from $46.2 million a year ago, as earnings were up in all of our regions. North America operating
income increased 150 percent to $61.1 million from $24.4 million a year ago, as earnings grew
throughout the region driven principally by higher product selling prices that more than offset
increased corn costs. Lower energy costs also contributed to the earnings improvement in the
region. South America operating income increased 27 percent to $25.0 million in first quarter 2007
from $19.7 million a year ago as earnings growth in Brazil and in the Andean region of South
America more than offset lower results in the Southern Cone of South America, where higher corn and
energy costs have reduced profit margins. Asia/Africa operating income increased 10 percent to
$14.3 million, from $13.0 million a year ago. This increase primarily reflects higher earnings in
Pakistan and Thailand, which more than offset lower results in South Korea where sales volume and
selling prices are under pressure.
Financing Costs-net. Financing costs for first quarter 2007 increased to $9.9 million from
$6.6 million a year ago. This increase primarily reflects a decrease in capitalized interest,
along with higher interest rates and outstanding borrowings. An increase in foreign currency
transaction losses and a reduction in interest income also contributed to the higher financing
costs.
Provision for Income Taxes. The effective income tax rate for the first quarter of 2007
decreased to 34.0 percent from 38.9 percent a year ago, principally due to a change in anticipated
income mix.
Minority Interest in Earnings. Minority interest for first quarter 2007 was $1.4 million, up
from $0.8 million last year, primarily reflecting earnings growth in Pakistan.
Comprehensive Income. We recorded comprehensive income of $56 million for the first quarter
of 2007, up from $41 million in the same period last year. The increase principally reflects our
improved net income, which more than offset an unfavorable year over year variance in the currency
translation adjustment.
Liquidity and Capital Resources
Cash provided by operating activities was $58 million for first quarter 2007, as compared with
$5 million in the prior year period. The increase in operating cash flow was driven principally by
our net income growth and an improvement in working capital as compared with the prior year period.
Capital expenditures of $32 million for first quarter 2007 are in line
16
with our capital spending plan for the year, which is currently expected to approximate $145
million for full year 2007.
On February 12, 2007, we acquired the food business assets of SPI Polyols, a subsidiary
of ABF North America Holdings, Inc., and the common shares of an SPI unit that owned the 50 percent
of GETEC not previously held by us. See Note 2 of the notes to the condensed consolidated
financial statements for additional information concerning this acquisition. We paid approximately
$66 million in cash to complete this acquisition, which was accounted for under the purchase method
of accounting. Goodwill of approximately $49 million was recorded. Effective with the
acquisition, GETEC, which was previously accounted for as a non-controlled affiliate under the
equity method, became a consolidated subsidiary of the Company. At December 31, 2006, our
investment in GETEC was approximately $28 million.
We have a $500 million senior, unsecured revolving credit facility consisting of a $470
million US senior revolving credit facility and a $30 million Canadian revolving credit facility
(the Revolving Credit Agreement). At March 31, 2007, there were no borrowings outstanding under
the Revolving Credit Agreement. In addition, we have a number of short-term credit facilities
consisting of operating lines of credit. At March 31, 2007, we had total debt outstanding of $558
million, compared to $554 million at December 31, 2006. The debt outstanding includes $255 million
(face amount) of 8.25 percent senior notes due July 15, 2007, $200 million (face amount) of 8.45
percent senior notes due 2009 and $104 million of consolidated subsidiary debt, consisting of local
country borrowings. Approximately $64 million of the consolidated subsidiary debt represents
short-term borrowings. The weighted average interest rate on our total indebtedness was
approximately 8.2 percent for the first three months of 2007, up from 7.6 percent in the comparable
prior year period.
On April 10, 2007, we sold $200 million of 6.0 percent Senior Notes due April 15, 2017 and
$100 million of 6.625 percent Senior Notes due April 15, 2037. Interest on the notes will be paid
semi-annually on April 15 and October 15, beginning on October 15, 2007. The notes are unsecured
obligations of ours and rank equally with our other unsecured, senior indebtedness. We may redeem
the notes, in whole at any time or in part from time to time, at our option. See Note 6 of the
notes to the condensed consolidated financial statements for additional information concerning the
notes. The net proceeds from the sale of the notes will be used to repay our $255 million 8.25
percent Senior Notes at the maturity date of July 15, 2007 (including accrued interest thereon),
and for general corporate purposes. Accordingly, the 8.25 percent Senior Notes are included in
long-term debt in our Condensed Consolidated Balance Sheets.
In anticipation of the refinancing of our 8.25 percent Senior Notes, in 2006 we had entered
into Treasury Lock agreements (the T-Locks) that fixed the benchmark component of the interest
rate to be established for the $200 million 6.0 percent Senior Notes due April 15, 2007. The
T-Locks were accounted for as cash flow hedges. The T-Locks expired on March 21, 2007 and we paid
approximately $5 million, representing the losses on the T-Locks, to settle the agreements. The
$5 million loss is included in accumulated other comprehensive loss and will be amortized to
financing costs over the ten-year term of the $200 million 6.0 percent Senior Notes due April 15,
2017. At December 31, 2006, the unrealized loss on the T-Locks approximated $3 million.
In February 2007, Corn Products Brasil Ingredientes Industriais Ltda., our wholly-owned
Brazilian subsidiary, entered into two floating rate government export loans totaling $23 million
to finance the acquisition of the remaining ownership interest in GETEC. The notes are local
currency denominated obligations that mature in January 2010.
17
During the first quarter of 2007 the holder of our redeemable common stock sold 697,700 shares
of such common stock in open market transactions, thereby reducing the number of redeemable common
shares to 529,300 shares at March 31, 2007. The carrying value of the redeemable common stock was
$18 million at March 31, 2007 and $44 million at December 31, 2006, based on the average of the
closing per share market prices of our common stock for the 20 trading days immediately preceding
the respective balance sheet dates ($33.44 per share and $35.86 per share at March 31, 2007 and
December 31, 2006, respectively). See Note 7 of the notes to the condensed consolidated financial
statements for additional information.
On March 21, 2007, our board of directors declared a quarterly cash dividend of $0.09 per
share of common stock. This dividend was paid on April 25, 2007 to stockholders of record at the
close of business on April 5, 2007.
We expect that our operating cash flows and borrowing availability under our credit facilities
will be more than sufficient to fund our anticipated capital expenditures, acquisitions, dividends
and other investing and/or financing strategies for the foreseeable future.
Critical Accounting Policies and Estimates
Our critical accounting policies and estimates are provided in the Managements Discussion and
Analysis of Financial Condition and Results of Operations included in our 2006 Annual Report on
Form 10-K. There have been no changes to our critical accounting policies and estimates during the
three months ended March 31, 2007.
New Accounting Standards
In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in
Income Taxes an interpretation of FASB Statement No. 109, (FIN 48), to clarify certain
aspects of accounting for uncertain income tax positions, including issues related to the
recognition and measurement of such income tax positions. FIN 48 seeks to reduce the diversity in
practice associated with certain aspects of the recognition and measurement related to accounting
for income taxes. Among other things, FIN 48 prescribes a more likely than not threshold for
financial statement recognition and measurement of a tax position taken or expected to be taken in
a tax return. This Interpretation also provides guidance with respect to the de-recognition of
income tax assets and liabilities, classification of current and deferred income tax assets and
liabilities, accounting for interest and penalties associated with tax positions, accounting for
income taxes in interim periods, and income tax disclosures. FIN 48 is effective for fiscal years
beginning after December 15, 2006. Effective January 1, 2007, we adopted the provisions of FIN 48
by recognizing a $1 million cumulative effect charge to our opening retained earnings balance in
our Condensed Consolidated Balance Sheet. See also Note 5 of the notes to the condensed
consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157 Fair Value Measurements (SFAS No. 157)
which defines fair value, establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements. This statement does
not require any new fair value measurements but applies to other accounting pronouncements that
require or permit fair value measurements. This statement is effective for fiscal periods
beginning after November 15, 2007. We have not yet determined the effect, if any, that the
adoption of this statement might have on our consolidated financial statements.
18
In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit
Pension and Other Postretirement Plansan amendment of FASB Statements No. 87, 88, 106 and 132(R)
(SFAS 158). Among other things, SFAS 158 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) measure plan assets and obligations that determine its funded status as of the end of
the companys fiscal year; and (iii) recognize in comprehensive income the changes in the funded
status of a defined benefit pension and postretirement plan in the year in which the changes occur.
As required, we adopted the recognition and disclosure provisions of SFAS 158 effective December
31, 2006 in our annual report on Form 10-K for the year then ended. The requirement to measure the
plan assets and benefit obligations as of the year-end balance sheet date is effective for fiscal
years ending after December 15, 2008. We do not expect that the eventual change to using a
year-end balance sheet measurement date will have a material impact on our consolidated financial
statements.
In February 2007, the FASB issued SFAS No. 159 The Fair Value Option for Financial Assets and
Financial Liabilities (SFAS 159). SFAS 159 allows entities the option to measure certain
financial assets and liabilities at fair value at specified election dates. Such election, which
may be applied on an instrument by instrument basis, is typically irrevocable once elected.
Subsequent unrealized gains and losses on items for which the fair value option has been elected
are to be reported in earnings. SFAS No. 159 is effective for fiscal years beginning after
November 15, 2007. We have not yet determined the effect, if any, that the adoption of this
statement might have on our consolidated financial statements.
FORWARD-LOOKING STATEMENTS
This Form 10-Q contains or may contain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
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
Companys prospects or future financial condition, earnings, revenues, expenses or other financial
items, any statements concerning the Companys prospects or future operation, including
managements plans or strategies and objectives therefor and any assumptions 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 negative thereof.
All statements other than statements of historical facts in this report or referred to or
incorporated by reference into this report are forward-looking statements. These statements are
subject to certain inherent risks and uncertainties. Although we believe our expectations
reflected in these forward-looking statements are based on reasonable 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 conveyed in these statements, based on
various factors, including fluctuations in worldwide markets for corn and other commodities and the
associated risks of hedging against such fluctuations; fluctuations in aggregate industry supply
and market demand; general political, economic, business, market and weather conditions in the
various geographic regions and countries in which we manufacture and/or sell our products;
fluctuations in the value of local currencies, 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 acquired
businesses; labor disputes; genetic and
19
biotechnology issues; changing consumption preferences and trends; increased competitive
and/or customer pressure in the corn-refining industry; the outbreak or continuation of serious
communicable disease or hostilities including acts of terrorism; stock market fluctuation and
volatility; and our ability to maintain sales and pricing levels of HFCS in Mexico. Our forward-looking
statements speak only as of the date on which they are made and we do not undertake any obligation
to update any forward-looking statement to reflect events or circumstances after the date of the
statement. If we do update or correct one or more of these statements, investors and others should
not conclude that we will make additional updates or corrections. For a further description of
these risks see Risk Factors included in our Annual Report on Form 10-K for the year ended December
31, 2006 and subsequent reports on Forms 10-Q or 8-K.
ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
This information is set forth in our Annual Report on Form 10-K for the year ended December
31, 2006, and is incorporated herein by reference. Except for the item referenced below, there
have been no material changes to our market risk during the three months ended March 31, 2007.
As described in Note 6 of the notes to the condensed consolidated financial statements, on
April 10, 2007, we sold $200 million of 6.0 percent Senior Notes due April 15, 2017 and $100
million of 6.625 percent Senior Notes due April 15, 2037. Interest on the notes will be paid
semi-annually on April 15 and October 15, beginning on October 15, 2007. The notes are unsecured
obligations of ours and rank equally with our other unsecured, senior indebtedness. We may redeem
the notes, in whole at any time or in part from time to time, at our 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 in the applicable Indenture),
plus, in the case of the 2017 notes, 25 basis points and plus, in the case of the 2037 notes, 30
basis points, plus, in each case, accrued interest thereon to the date of redemption.
In anticipation of the refinancing of our 8.25 percent Senior Notes, in 2006 we had entered
into Treasury Lock agreements (the T-Locks) that fixed the benchmark component of the interest
rate to be established for the $200 million 6.0 percent Senior Notes due April 15, 2007. The
T-Locks were accounted for as cash flow hedges. The T-Locks expired on March 21, 2007 and we paid
approximately $5 million, representing the losses on the T-Locks, to settle the agreements. The
$5 million loss is included in accumulated other comprehensive loss and will be amortized to
financing costs over the ten-year term of the $200 million 6.0 percent Senior Notes due April 15,
2017.
20
In February 2007, Corn Products Brasil Ingredientes Industriais Ltda., our wholly-owned
Brazilian subsidiary, entered into two floating rate government export loans totaling $23 million
to finance the acquisition of the remaining ownership interest in GETEC. The notes are local
currency denominated obligations that mature in January 2010.
ITEM 4
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 March
31, 2007. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer
concluded that our disclosure controls and procedures 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 SECs rules and forms.
There have been no changes in our internal controls over financial reporting that were identified
during the evaluation that occurred during the fiscal quarter ended March 31, 2007 that have
materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
21
PART II OTHER INFORMATION
ITEM 2
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchase of Equity Securities:
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Maximum Number (or |
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Total Number of |
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Approximate Dollar |
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Average |
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Shares Purchased as |
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Value) of Shares |
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Total |
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Price |
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part of Publicly |
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that may yet be |
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Number |
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Paid |
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Announced Plans or |
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Purchased Under the |
(shares in thousands) |
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Of Shares Purchased |
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Per Share |
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Programs |
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Plans or Programs |
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Jan. 1 Jan. 31, 2007 |
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1,448 shares |
Feb. 1 Feb. 28, 2007 |
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1,448 shares |
March 1 March 31, 2007 |
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215 |
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30.87 |
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215 |
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1,233 shares |
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Total |
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215 |
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The Company has a stock repurchase program, which runs through February 28, 2010, that permits
the Company to repurchase up to 4 million shares of its outstanding common stock. As of March 31,
2007, the Company had repurchased 2.77 million shares under the program, leaving 1.23 million
shares available for repurchase.
ITEM 6
EXHIBITS
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Exhibits required by Item 601 of Regulation S-K are listed in the Exhibit Index hereto. |
All other items hereunder are omitted because either such item is inapplicable or the response is
negative.
22
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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CORN PRODUCTS INTERNATIONAL, INC.
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DATE: May 8, 2007 |
By |
/s/ Cheryl K. Beebe
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Cheryl K. Beebe |
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Vice President and Chief Financial Officer |
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DATE: May 8, 2007 |
By |
/s/ Robin A. Kornmeyer
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Robin A. Kornmeyer |
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Vice President and Controller |
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23
EXHIBIT INDEX
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Number |
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Description of Exhibit |
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4.8
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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 (Incorporated by
reference to Exhibit 4.3 to the Companys Current Report on Form 8-K filed on April 10, 2007
(Commission file No. 1-13397)). |
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4.9
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|
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 (Incorporated by
reference to Exhibit 4.4 to the Companys Current Report on Form 8-K filed on April 10, 2007
(Commission file No. 1-13397)). |
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11
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Statement re: computation of earnings per share |
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31.1
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CEO Section 302 Certification Pursuant to the Sarbanes-Oxley Act of 2002 |
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31.2
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CFO Section 302 Certification Pursuant to the Sarbanes-Oxley Act of 2002 |
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32.1
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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 |
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32.2
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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 |
24
exv11
Exhibit 11
Earnings Per Share
CORN PRODUCTS INTERNATIONAL, INC.
Computation of Net Income
Per Share of Common Stock
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Three Months Ended |
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(All figures are in millions except per share data) |
|
March 31, 2007 |
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Average shares outstanding Basic |
|
|
74.5 |
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|
Effect of dilutive securities: |
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Stock options and other |
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1.7 |
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Average shares outstanding Assuming dilution |
|
|
76.2 |
|
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Net income |
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$ |
50.0 |
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Earnings per share: |
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Basic |
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$ |
0.67 |
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Diluted |
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$ |
0.66 |
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exv31w1
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Samuel C. Scott III, certify that:
|
1. |
|
I have reviewed this quarterly report on Form 10-Q 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 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; |
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4. |
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The registrants 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 registrant, 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 registrants 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 registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter
(the Registrants fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrants
internal control over financial reporting; and |
|
5. |
|
The registrants other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the registrants
auditors and the audit committee of the registrants board of directors (or persons
performing the equivalent functions): |
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(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 registrants ability to record, process, summarize and report financial
information; and |
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(b) |
|
Any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrants internal control over financial
reporting. |
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|
|
Date: May 8, 2007 |
/s/ Samuel C. Scott III
|
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|
Samuel C. Scott III |
|
|
Chairman, President and
Chief Executive Officer |
|
exv31w2
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Cheryl K. Beebe, certify that:
|
1. |
|
I have reviewed this quarterly report on Form 10-Q 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 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 registrants 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 registrant, 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 registrants 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 registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter
(the Registrants fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrants
internal control over financial reporting; and |
|
5. |
|
The registrants other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the registrants
auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial
reporting. |
|
|
|
|
|
|
|
|
Date: May 8, 2007 |
/s/ Cheryl K. Beebe
|
|
|
Cheryl K. Beebe |
|
|
Vice President and
Chief Financial Officer |
|
exv32w1
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, Samuel C. Scott III, the Chief Executive Officer of Corn Products International, Inc.,
certify that (i) the report on Form 10-Q for the quarter ended March 31, 2007 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/ Samuel C. Scott III |
|
|
Samuel C. Scott III |
|
|
Chief Executive Officer |
|
|
May 8, 2007 |
|
|
|
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.
exv32w2
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 (i) the report on Form 10-Q for the quarter ended March 31, 2007 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 |
|
|
May 8, 2007 |
|
|
|
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.