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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2011	Feb. 23, 2012	Jun. 30, 2011
Document and Entity Information
Entity Registrant Name	CORN PRODUCTS INTERNATIONAL INC
Entity Central Index Key	0001046257
Document Type	10-K
Document Period End Date	Dec. 31, 2011
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 4,178,000,000
Entity Common Stock, Shares Outstanding		76,199,000
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	FY

Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Net sales before shipping and handling costs	$ 6,544	$ 4,632	$ 3,890
Less - shipping and handling costs	325	265	218
Net sales	6,219	4,367	3,672
Cost of sales	5,093	3,643	3,152
Gross profit	1,126	724	520
Selling, general and administrative expenses	543	370	247
Other (income)-net	(98)	(10)	(5)
Restructuring/impairment charges	10	25	125
Operating expenses	455	385	367
Operating income	671	339	153
Financing costs-net	78	64	38
Income before income taxes	593	275	115
Provision for income taxes	170	99	68
Net income	423	176	47
Less: Net income attributable to non-controlling interests	7	7	6
Net income attributable to CPI	$ 416	$ 169	$ 41
Weighted average common shares outstanding:
Basic (in shares)	76.4	75.6	74.9
Diluted (in shares)	78.2	76.8	75.5
Earnings per common share of CPI:
Basic (in dollars per share)	$ 5.44	$ 2.24	$ 0.55
Diluted (in dollars per share)	$ 5.32	$ 2.20	$ 0.54

Consolidated Balance Sheets - USD ($) $ in Millions	Dec. 31, 2011	Dec. 31, 2010
Current assets
Cash and cash equivalents	$ 401	$ 302
Accounts receivable - net	837	763
Inventories	769	645
Prepaid expenses	24	20
Deferred income tax assets	71	24
Total current assets	2,102	1,754
Property, plant and equipment, at cost
Land	172	163
Buildings	656	593
Machinery and equipment	3,882	3,842
Property, plant and equipment - gross	4,710	4,598
Less: accumulated depreciation	(2,554)	(2,442)
Property, plant and equipment - net	2,156	2,156
Goodwill (less accumulated amortization of $11)	562	572
Other intangible assets (less accumulated amortization of $20 and $6, respectively)	347	364
Deferred income tax assets	19	69
Investments	10	12
Other assets	121	113
Total assets	5,317	5,040
Current liabilities
Short-term borrowings and current portion of long-term debt	148	88
Deferred income taxes		5
Accounts payable	529	516
Accrued liabilities	249	264
Total current liabilities	926	873
Non-current liabilities	243	240
Long-term debt	1,801	1,681
Deferred income taxes	199	236
Share-based payments subject to redemption	15	9
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, 76,821,553 and 76,034,780 issued at December 31, 2011 and 2010, respectively	1	1
Additional paid-in capital	1,146	1,119
Less: Treasury stock (common stock; 938,666 and 11,529 shares at December 31, 2011 and 2010, respectively) at cost	(42)	(1)
Accumulated other comprehensive loss	(413)	(190)
Retained earnings	1,412	1,046
Total CPI stockholders' equity	2,104	1,975
Non-controlling interests	29	26
Total equity	2,133	2,001
Total liabilities and equity	$ 5,317	$ 5,040

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2011	Dec. 31, 2010
Consolidated Balance Sheets
Goodwill, accumulated amortization (in dollars)	$ 11	$ 11
Other intangible assets, accumulated amortization (in dollars)	$ 20	$ 6
Preferred stock, authorized shares	25,000,000	25,000,000
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, issued shares	0	0
Common stock, authorized shares	200,000,000	200,000,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, issued shares	76,821,553	76,034,780
Treasury stock, shares	938,666	11,529

Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Net income	$ 423	$ 176	$ 47
Other comprehensive income:
Gains (losses) on cash flow hedges, net of income tax effect of $19, $12 and $28, respectively	29	20	(45)
Reclassification adjustment for (gains) losses on cash flow hedges included in net income, net of income tax effect of $61, $34 and $117, respectively	(105)	54	199
Actuarial loss on pension and other postretirement obligations, settlements and plan amendments, net of income tax	(10)	(7)	(5)
Losses (gains) related to pension and other postretirement obligations reclassified to earnings, net of income tax	(11)	3	2
Currency translation adjustment	(126)	48	135
Comprehensive income	200	294	333
Less: Comprehensive income attributable to non-controlling interests	7	7	6
Comprehensive income attributable to CPI	$ 193	$ 287	$ 327

Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Consolidated Statements of Comprehensive Income
Gains (losses) on cash flow hedges, income tax effect	$ 19	$ 12	$ (28)
Reclassification adjustment for (gains) losses on cash flow hedges included in net income, income tax effect	$ (61)	$ 34	$ 117

Consolidated Statements of Equity and Redeemable Equity - USD ($) $ in Millions	Total	Redeemable Common Stock	Share-based Payments Subject to Redemption	Common Stock	Additional Paid-In Capital	Treasury Stock	Accumulated Other Comprehensive Income (Loss)	Retained Earnings	Non-controlling Interests
Balance at Dec. 31, 2008				$ 1	$ 1,086	$ (29)	$ (594)	$ 920	$ 22
Balance Redeemable Common Stock at Dec. 31, 2008		$ 14
Balance Share-based Payments Subject to Redemption at Dec. 31, 2008			$ 11
Increase (Decrease) in Stockholders' Equity
Net income attributable to CPI	$ 41							41
Net income attributable to non-controlling interests	(6)								6
Dividends declared								(42)	(3)
Gains (losses) on cash flow hedges, net of income tax effect of $19, $12 and $28 for the year ended 2011, 2010 and 2009, respectively	(45)						(45)
Amount of (gains) losses on cash flow hedges reclassified to earnings, net of income tax effect of $61, $34 and $117 for the year ended 2011, 2010 and 2009, respectively	199						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			(3)		(1)	8
Excess tax benefit on share-based compensation					1
Currency translation adjustment	135						135
Purchase of non-controlling interests					(2)				(1)
Actuarial loss on postretirement obligations, settlements and plan amendments, net of income tax	(5)						(5)
(Gains) losses related to postretirement obligations reclassified to earnings, net of income tax	2						2
Other									(1)
Balance at Dec. 31, 2009				1	1,082	(13)	(308)	919	23
Balance Redeemable Common Stock at Dec. 31, 2009	14	14
Balance Share-based Payments Subject to Redemption at Dec. 31, 2009			8
Increase (Decrease) in Stockholders' Equity
Net income attributable to CPI	169							169
Net income attributable to non-controlling interests	(7)								7
Dividends declared								(42)	(3)
Gains (losses) on cash flow hedges, net of income tax effect of $19, $12 and $28 for the year ended 2011, 2010 and 2009, respectively	20						20
Amount of (gains) losses on cash flow hedges reclassified to earnings, net of income tax effect of $61, $34 and $117 for the year ended 2011, 2010 and 2009, respectively	54						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			1		6
Excess tax benefit on share-based compensation					6
Currency translation adjustment	48						48
Expiration of put option		$ (14)			14
Actuarial loss on postretirement obligations, settlements and plan amendments, net of income tax	(7)						(7)
(Gains) losses related to postretirement obligations reclassified to earnings, net of income tax	3						3
Other									(1)
Balance at Dec. 31, 2010	2,001			1	1,119	(1)	(190)	1,046	26
Balance Share-based Payments Subject to Redemption at Dec. 31, 2010	9		9
Increase (Decrease) in Stockholders' Equity
Net income attributable to CPI	416							416
Net income attributable to non-controlling interests	(7)								7
Dividends declared								(50)	(4)
Gains (losses) on cash flow hedges, net of income tax effect of $19, $12 and $28 for the year ended 2011, 2010 and 2009, respectively	29						29
Amount of (gains) losses on cash flow hedges reclassified to earnings, net of income tax effect of $61, $34 and $117 for the year ended 2011, 2010 and 2009, respectively	(105)						(105)
Repurchases of common stock						(48)
Issuance of common stock on exercise of stock options					11	7
Stock option expense					6
Other share-based compensation			6		4
Excess tax benefit on share-based compensation					6
Currency translation adjustment	(126)						(126)
Actuarial loss on postretirement obligations, settlements and plan amendments, net of income tax	(10)						(10)
(Gains) losses related to postretirement obligations reclassified to earnings, net of income tax	(11)						(11)
Other	0
Balance at Dec. 31, 2011	2,133			$ 1	$ 1,146	$ (42)	$ (413)	$ 1,412	$ 29
Balance Share-based Payments Subject to Redemption at Dec. 31, 2011	$ 15		$ 15

Consolidated Statements of Equity and Redeemable Equity (Parenthetical) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Consolidated Statements of Equity and Redeemable Equity
Gains (losses) on cash flow hedges, income tax effect	$ 19	$ 12	$ (28)
Amount of (gains) losses on cash flow hedges reclassified to earnings, income tax effect	$ 61	$ (34)	$ (117)

Consolidated Statements of Cash Flows - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Cash provided by operating activities:
Net income	$ 423	$ 176	$ 47
Non-cash charges (credits) to net income:
Gain from change in postretirement plan	(30)
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	211	155	130
Deferred income taxes	18	(30)
Changes in working capital:
Accounts receivable and prepaid expenses	(134)	(45)	(3)
Inventories	(149)	(51)	82
Accounts payable and accrued liabilities	27	123	(64)
Decrease (increase) in margin accounts	(78)	18	242
Other	12	(18)	28
Cash provided by operating activities	300	394	586
Cash used for investing activities:
Capital expenditures	(263)	(159)	(146)
Proceeds from disposal of plants and properties	3	3	5
Payments for acquisitions, net of cash acquired of $82 in 2010	(15)	(1,272)	(4)
Other	2
Cash used for investing activities	(273)	(1,428)	(145)
Cash provided by (used for) financing activities:
Payments on debt	(22)	(77)	(340)
Proceeds from borrowings	182	1,289	8
Bridge loan financing costs		(20)
Debt issuance costs		(15)
Dividends paid (including to non-controlling interests)	(50)	(45)	(45)
Repurchases of common stock	(48)	(5)	(3)
Issuance of common stock	18	22	4
Excess tax benefit on share-based compensation	6	6	1
Cash provided by (used for) financing activities	86	1,155	(375)
Effects of foreign exchange rate changes on cash	(14)	6	2
Increase in cash and cash equivalents	99	127	68
Cash and cash equivalents, beginning of period	302	175	107
Cash and cash equivalents, end of period	$ 401	$ 302	$ 175

Consolidated Statements of Cash Flows (Parenthetical) $ in Millions	12 Months Ended
	Dec. 31, 2010 USD ($)
Consolidated Statements of Cash Flows
Payments for acquisitions, cash acquired	$ 82

Description of the Business

12 Months Ended

Dec. 31, 2011

Description of the Business

Description of the Business

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.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2011

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

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 eliminated 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, valuation of accounts receivable, inventories, goodwill, intangible assets and other long-lived assets, legal contingencies, guarantee obligations, 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 estimates 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 circumstances 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 precision, 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 statements 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 currency. For 2011, 2010 and 2009, the Company incurred foreign currency transaction losses of $2 million, $2 million and $6 million, respectively. The Company’s accumulated other comprehensive loss included in equity on the Consolidated Balance Sheets includes cumulative translation loss adjustments of $306 million and $180 million at December 31, 2011 and 2010, respectively.

Certain prior year amounts in the Consolidated Balance Sheet have been reclassified to conform to the current year’s presentation. The prior year Consolidated Balance Sheet has also been reclassified to reflect the finalization of the purchase price allocation for the National Starch acquisition. These reclassifications had no effect on previously reported net income or cash flows.

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, 2011 and 2010. 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 proportionate share of income or loss, less dividends received. The Company did not have any investments accounted for under the equity method at December 31, 2011 or 2010. The Company also has equity interests in the CME Group Inc., which it classifies as available for sale securities. The investment is 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. In 2011, the Company sold its investment in Smurfit-Stone Container Corporation which had been accounted for as an available for sale security and recorded a nominal gain.

Property, plant and equipment and depreciation — Property, plant and equipment are stated at cost less accumulated depreciation. 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 ($562 million and $572 million at December 31, 2011 and 2010, respectively) represents the excess of cost over fair value of net assets acquired. The Company also has other intangible assets ($347 million at December 31, 2011 and $364 million at December 31, 2010). The carrying amount of goodwill by geographic segment as of December 31, 2011 and 2010 was as follows:

(in millions)	North America			South America			Asia Pacific			EMEA			Total
Balance at December 31, 2010	$	278		$	107		$	111		$	76		$	572
Translation	—			(6		)	—			(4		)	(10		)
Balance at December 31, 2011	$	278		$	101		$	111		$	72		$	562

Goodwill before impairment charges	$	279		$	107		$	230		$	76		$	692
Accumulated impairment charges	(1		)	—			(119		)	—			(120		)
Balance at December 31, 2010	$	278		$	107		$	111		$	76		$	572

Goodwill before impairment charges	$	279		$	101		$	230		$	72		$	682
Accumulated impairment charges	(1		)	—			(119		)	—			(120		)
Balance at December 31, 2011	$	278		$	101		$	111		$	72		$	562

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 October of each year. The Company has completed the required impairment assessments and determined there to be no goodwill impairment for 2011.

The following table summarizes the Company’s intangible assets for the periods presented:

	As of December 31, 2011							As of December 31, 2010
(in millions)	Gross		Accumulated Amortization		Net		Weighted Average Useful Life (years)	Gross		Accumulated Amortization		Net		Weighted Average Useful Life (years)
Trademarks/tradenames	$	137	—		$	137	—	$	137	—		$	137	—
Customer relationships	141		(10	)	131		25	145		(2	)	143		25
Technology	83		(7	)	76		10	83		(2	)	81		10
Other	6		(3	)	3		8	5		(2	)	3		8
Total intangible assets	$	367	(20	)	$	347	19	$	370	(6	)	$	364	19

The following table summarizes the Company’s amortization expense related to intangible assets for the periods presented:

	Year ended December 31,
(in millions)	2011		2010		2009
Amortization expense	$	14	$	4	$	1

The Company amortizes intangible assets using the straight-line method over their expected economic useful lives.

Based on acquisitions completed through December 31, 2011, the Company expects intangible asset amortization expense for subsequent years to be as follows:

(in milllions)
2012	$	14
2013	14
2014	14
2015	14
2016	14

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 ownership 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 agreements 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 entered into interest rate swap agreements that effectively convert 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 natural 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 relationships, 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 applicable income taxes. Realized gains and losses associated with changes in the fair value of interest rate swaps and treasury locks 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 management 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, including 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 average number of shares outstanding (including redeemable common stock for years prior to 2010), which totaled 76.4 million for 2011, 75.6 million for 2010 and 74.9 million for 2009. 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 78.2 million, 76.8 million and 75.5 million for 2011, 2010 and 2009, respectively. In 2011, 2010 and 2009, options to purchase approximately 0.4 million, 1.4 million and 2.3 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 appropriate. 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 concentration 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 generally 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 conclusions 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 January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06, Improving Disclosures about Fair Value Measurements. This 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, this 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 measurements 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 implementation of the guidance contained in this Update did not have a material impact on the Company’s consolidated financial statements.

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. This 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. This Update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. The implementation of the guidance contained in this Update did not have a material impact on the Company’s 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. This 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, this 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. This Update is effective prospectively for 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, 2010. The implementation of the guidance in this Update affects future disclosures only, and will not have an impact on the Company’s consolidated financial position, results of operation, or cash flows.

In September 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-08, Testing Goodwill for Impairment. The objective of this Update is to simplify how entities test goodwill for impairment. This Update provides an entity with the option to first assess qualitative factors in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. After assessing the qualitative factors, if an entity determines that it is not more likely than not that the fair value ofa reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. If an entity concludes otherwise, then it is required to perform the first step of the two-step impairment test as described in FASB ASC Topic 350. Entities have the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the first step of the two-step impairment test as well as resume performing the qualitative assessment in any subsequent period. The guidance in this Update is effective for the Company for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The Company performed its annual goodwill impairment testing in the fourth quarter of 2011 and early adopted the provisions of this Update. The implementation of the guidance contained in this Update did not have an impact on the Company’s consolidated financial statements.

In September 2011, the FASB issued ASU No. 2011-09, Disclosures about an Employer’s Participation in a Multiemployer Plan. This Update requires additional disclosures regarding the significant multiemployer plans in which an employer participates, the level of an employer’s participation including contributions made, and whether the contributions made represent more than five percent of the total contributions made to the plan by all contributing employers. The expanded disclosures also address the financial health of significant multiemployer plans including the funded status and existence of funding improvement plans, the existence of imposed surcharges on contributions to the plan, as well as the nature of employer commitments to the plan. This Update is effective for annual periods for fiscal years ending after December 15, 2011, with early adoption permitted. The disclosures required by this Update are provided in Note 9.

Acquisitions

12 Months Ended

Dec. 31, 2011

Acquisitions

Acquisitions

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 percent of National Starch through asset purchases in certain countries and stock purchases in certain countries. The purchase price was $1.369 billion in cash. The funding of the purchase price was provided principally from borrowings. See Note 6 for information 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 technical offices around the world. With the acquisition, the Company now 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 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. The consolidated balance sheet for December 31, 2010 has been reclassified to reflect the finalization of the purchase price allocation.

	Purchase Price Allocation
(in millions)	Preliminary			Adjustments			Final
Working capital	$	219		$	57		$	276
Property, plant and equipment	549						549
Other assets	119			1			120
Intangible assets	359						359
Goodwill	392			(58		)	334
Non-current liabilities assumed	(284		)	15			(269		)

Total purchase price	$	1,354		$	15		$	1,369

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.

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 88-16
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141
-Paragraph 51, 52
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Appendix F
-Paragraph F4
-Subparagraph e

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 141R
-Paragraph 67-73
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 1
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+ Details

Restructuring and Asset Impairment Charges

12 Months Ended

Dec. 31, 2011

Restructuring and Asset Impairment Charges

Restructuring and Asset Impairment Charges

NOTE 4 — Restructuring and Asset Impairment Charges

As part of a manufacturing optimization plan developed in conjunction with the acquisition of National Starch to improve profitability, in the second quarter of 2011 the Company committed to a plan that will optimize its production capabilities at certain of its North American facilities. The Company anticipates that its plan will be completed by September 30, 2012 at which time certain equipment will cease to be used. As a result, the Company is recording restructuring charges to write the equipment off by September 30, 2012. In 2011, the Company recorded charges of $10 million, of which $8 million represents accelerated depreciation on the equipment. The Company will record restructuring charges of $4 million per quarter until the completion of the plan when the equipment will be fully depreciated.

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 completed 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 million 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 attributable to the termination of employees in its Asia Pacific region. The employee terminations have been completed and the restructuring accrual has been fully utilized.

In testing Goodwill for impairment, the Company first assesses qualitative factors in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. After assessing the qualitative factors, if the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it is unnecessary for the Company to perform the two-step impairment test. If the Company concludes otherwise, then it is required to perform the first step of the two-step impairment test as described in FASB ASC Topic 350. 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 reporting unit’s tangible and intangible assets and liabilities in a manner similar to the allocation of purchase price in a business combination. 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 impairment 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.

Financial Instruments, Derivatives and Hedging Activities

12 Months Ended

Dec. 31, 2011

Financial Instruments, Derivatives and Hedging Activities

Financial Instruments, Derivatives and Hedging Activities

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 established 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, forward currency contracts and options, and interest rate swaps.

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 purchase price of corn and natural gas to differ from anticipated prices.

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 fluctuations 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 contract 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, 2011, the Company’s AOCI account included $23 million of losses, net of tax of $12 million, pertaining to commodities related derivative instruments that hedge the anticipated cash flows from future transactions, of which $16 million, net of tax of $9 million, 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 previously hedged purchases of corn and the usage of hedged natural gas. Cash flow hedges discontinued during 2011 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 interest 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 consummation 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 2011, 2010 and 2009, representing the amount of the Company’s hedges’ ineffectiveness, 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 agreements outstanding at December 31, 2011 or 2010.

On March 25, 2011, the Company entered into interest rate swap agreements that effectively convert the interest rate on the Company’s 3.2 percent $350 million senior notes due November 1, 2015 to a variable rate. These swap agreements call for the Company to receive interest at a fixed rate (3.2 percent) and to pay interest at a variable rate based on the six-month US dollar LIBOR rate plus a spread. The Company has 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 accounts 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 currently in earnings. The fair value of these interest rate swap agreements approximated $19 million at December 31, 2011 and is reflected in the Consolidated Balance Sheet as a part of non-current assets, with an offsetting amount recorded in long-term debt to adjust the carrying amount of the hedged debt obligation.

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 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 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.

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 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, 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, 2011, the Company’s AOCI account included $12 million of losses (net of tax of $8 million) related to Treasury Lock agreements. Cash flow hedges discontinued during 2011 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, 2011, the Company had $124 million of net notional foreign currency forward contracts that hedged net asset transactional exposures. The fair value of these derivative instruments was approximately $1 million at December 31, 2011.

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 derivative 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 associated 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
		Fair Value					Fair Value
Derivatives designated as hedging instruments: (in millions)	Balance Sheet Location	At December 31, 2011		At December 31, 2010		Balance Sheet Location	At December 31, 2011		At December 31, 2010

Commodity contracts	Accounts receivable-net	$	14	$	65	Accounts payable and accrued liabilities	$	34	$	4
						Non-current liabilities	11		—
Total		$	14	$	65		$	45	$	4

At December 31, 2011, the Company had outstanding futures and option contracts that hedge approximately 123 million bushels of forecasted corn purchases. Also at December 31, 2011, the Company had outstanding swap and option contracts that hedge approximately 23 million mmbtu’s of forecasted natural gas purchases.

Additional information relating to the Company’s derivative instruments is presented below (in millions)

	Amount of Gains (Losses)								Location of Gains	Amount of Gains (Losses)
Derivatives in	Recognized in OCI on Derivatives								(Losses)	Reclassified from AOCI into Income
Cash Flow Hedging Relationships	Year Ended December 31, 2011		Year Ended December 31, 2010			Year Ended December 31, 2009			Reclassified from AOCI into Income	Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2009
Commodity contracts	$	48	$	47		$	(77	)	Cost of Sales	$	169		$	(87	)	$	(315	)
Interest rate contracts	—		(15		)	4			Financing costs, net	(3		)	(1		)	(1)
Total	$	48	$	32		$	(73	)		$	166		$	(88	)	$	(316	)

At December 31, 2011, the Company’s AOCI account included approximately $16 million of losses 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 losses to be offset by changes in the underlying commodities cost. Additionally, at December 31, 2011, 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.

Presented below are the fair values of the Company’s financial instruments and derivatives for the periods presented:

	As of December 31, 2011								As of December 31, 2010
(in millions)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Available for sale securities	$	2	$	2	$	—	$	—	$	6	$	6	$	—	$	—
Derivative assets	33		14		19		—		65		64		1		—
Derivative liabilities	46		16		30		—		4		—		4		—
Long-term debt	1,921		—		1,921		—		1,707		—		1,707		—

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 quotations 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, 2011 and 2010.

	2011				2010
(in millions)	Carrying amount		Fair value		Carrying amount		Fair value

4.625% senior notes, due November 1, 2020	$	399	$	422	$	399	$	393
3.2% senior notes, due November 1, 2015	350		360		349		351
6.625% senior notes, due April 15, 2037	257		297		258		262
6.0% senior notes, due April 15, 2017	200		222		200		214
5.62% senior notes due March 25, 2020	200		225		200		212
US revolving credit facility, due June 6, 2014	376		376		275		275
Fair value adjustment related to hedged fixed rate debt instrument	19		19		—		—
Total long-term debt	$	1,801	$	1,921	$	1,681	$	1,707

- Definition

The entire disclosure for the entity's entire derivative instruments and hedging activities. Describes an entity's risk management strategies, derivatives in hedging activities and non-hedging derivative instruments, the assets, obligations, liabilities, revenues and expenses arising therefrom, and the amounts of and methodologies and assumptions used in determining the amounts of such items.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 45
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 44
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
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+ Details

Financing Arrangements

12 Months Ended

Dec. 31, 2011

Financing Arrangements

Financing Arrangements

NOTE 6 — Financing Arrangements

The Company had total debt outstanding of $1.95 billion and $1.77 billion at December 31, 2011 and 2010, respectively. Short-term borrowings at December 31, 2011 and 2010 consist primarily of amounts outstanding under various unsecured local country operating lines of credit.

Short-term borrowings consist of the following at December 31:

(in millions)	2011		2010
Short-term borrowings in various currencies (at rates ranging from 2% to 24% for 2011 and 1% to 15% for 2010)	$	148	$	88

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 principal 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 coverage 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 three-year, senior unsecured $1 billion revolving credit facility. On June 6, 2011, the Company amended the revolving credit facility to extend the maturity to June 6, 2014 and to change applicable interest rates for borrowings under the revolving credit agreement. The 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 $376 million of borrowings outstanding under the revolving credit facility at December 31, 2011.

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 committed 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.

			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 associated with the bridge loan totaling $20 million were expensed to financing costs in September 2010.

On March 25, 2011, the Company entered into interest rate swap agreements that effectively convert the interest rate on the Company’s 3.2 percent $350 million senior notes due November 1, 2015 to a variable rate. These swap agreements call for the Company to receive interest at a fixed rate (3.2 percent) and to pay interest at a variable rate based on the six-month US dollar LIBOR rate plus a spread. The Company has 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 accounts 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 currently in earnings. The fair value of these interest rate swap agreements approximated $19 million at December 31, 2011 and is reflected in the Consolidated Balance Sheet within non-current assets, with an offsetting amount recorded in long-term debt to adjust the carrying amount of the hedged debt obligation.

Long-term debt consists of the following at December 31:

(in millions)	2011		2010
4.625% senior notes, due November 1, 2020, net of discount of $1	$	399	$	399
3.2% senior notes, due November 1, 2015, net of discount of $1 in 2010	350		349
6.625% senior notes, due April 15, 2037, net of premium of $8 and discount of $1	257		258
6.0% senior notes, due April 15, 2017	200		200
5.62% senior notes, due March 25, 2020	200		200
US revolving credit facility, due June 6, 2014 (at LIBOR indexed floating rate)	376		275
Fair value adjustment related to hedged fixed rate debt instrument	19		—
Total	$	1,801	$	1,681
Less: current maturities	—		—
Long-term debt	$	1,801	$	1,681

The Company’s long-term debt matures as follows: $376 million in 2014, $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 $77 million and $57 million at December 31, 2011 and 2010, 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 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.

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 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 into 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.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References + Details

Leases

12 Months Ended

Dec. 31, 2011

Leases

Leases

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 $44 million, $33 million and $29 million in 2011, 2010 and 2009, respectively. Minimum lease payments due on leases existing at December 31, 2011 are shown below:

(in millions)
Year	Minimum Lease Payments
2012	$	41
2013	34
2014	28
2015	25
2016	21
Balance thereafter	47

- Definition

The entire disclosure for lessee entity's leasing arrangements including, but not limited to, all of the following: (a.) The basis on which contingent rental payments are determined, (b.) The existence and terms of renewal or purchase options and escalation clauses, (c.) Restrictions imposed by lease agreements, such as those concerning dividends, additional debt, and further leasing.

+ References + Details

Income Taxes

12 Months Ended

Dec. 31, 2011

Income Taxes

Income Taxes

NOTE 8 - Income Taxes

The components of income before income taxes and the provision for income taxes are shown below:

(in millions)	2011		2010			2009
Income (loss) before income taxes:
United States	$	158	$	(26	)	$	25
Foreign	435		301			90
Total	$	593	$	275		$	115
Provision for income taxes:
Current tax expense
US federal	$	9	$	(4	)	$	2
State and local	2		2			1
Foreign	141		131			65
Total current	$	152	$	129		$	68
Deferred tax expense (benefit)
US federal	$	10	$	(8	)	$	(3	)
State and local	3		(1		)	(1		)
Foreign	5		(21		)	4
Total deferred	$	18	$	(30	)	$	—
Total provision	$	170	$	99		$	68

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, 2011 and 2010 are summarized as follows:

(in millions)	2011			2010
Deferred tax assets attributable to:
Employee benefit accruals	$	27		$	39
Pensions	32			38
Hedging/derivative contracts	19			—
Net operating loss carryforwards	29			28
Foreign tax credit carryforwards	29			20
Goodwill	—			4
Other	37			44
Gross deferred tax assets	$	173		$	173
Valuation allowance	(23		)	(31		)
Net deferred tax assets	$	150		$	142
Deferred tax liabilities attributable to:
Property, plant and equipment	$	191		$	197
Identified intangibles	68			71
Hedging/derivative contracts	—			22
Total deferred tax liabilities	$	259		$	290
Net deferred tax liabilities	$	109		$	148

The $29 million of tax effected net operating loss carryforwards at December 31, 2011 include state net operating losses of $2 million and foreign net operating losses of $27 million. The state net operating losses expire in various years through 2031. Foreign net operating losses will expire in 2012 through 2022, if unused. The tax value of the foreign tax credit carryforwards of $29 million at December 31, 2011 are scheduled to expire in 2012 through 2020. The Company anticipates full utilization of the foreign tax credits before any expiration.

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, scheduled reversal of deferred tax liabilities, tax planning strategies, tax carryovers and projected future taxable income. The Company maintains a valuation allowance of $23 million against certain 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, 2011, with respect to foreign tax credit carryforwards, decreased to zero from $4 million at December 31, 2010. The valuation allowance with respect to certain foreign net operating losses decreased to approximately $22 million at December 31, 2011 from $25 million at December 31, 2010. The recent earnings trend in our Korean subsidiary make it reasonably possible that the remaining valuation allowances of $15 million related to their net deferred tax assets could be reversed through the tax provision during 2012.

A reconciliation of the US federal statutory tax rate to the Company’s effective tax rate follows:

	2011		2010		2009
Provision for tax at US statutory rate	35.00	%	35.00	%	35.00	%
Tax rate difference on foreign income	(3.69	)	.31		.50
State and local taxes — net	.58		.15		.28
Change in valuation allowance — foreign tax credits	(.62	)	(2.26	)	.51
Change in foreign statutory tax rates	.07		—		(.94	)
Korea goodwill write-off, net of valuation allowance	—		—		25.50
Chile asset write-off, net of valuation allowance	(.09	)	2.13		—
Non-deductible National Starch acquisition costs	.04		1.22		—
NAFTA Award	(3.45	)	—		—
Other items — net	.83		(.46	)	(1.40	)
Provision at effective tax rate	28.67	%	36.09	%	59.45	%

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 $1.373 billion of undistributed earnings of foreign subsidiaries at December 31, 2011, as such amounts are considered permanently reinvested. It is not practicable to estimate the additional income taxes, including applicable holding taxes and credits that would be due upon the repatriation of these earnings.

A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, for 2011 and 2010 is as follows:

(in millions)	2011			2010
Balance at January 1	$	29		$	22
Additions for tax positions related to prior years	9			1
Reductions for tax positions related to prior years	(1		)	(1		)
Additions based on tax positions related to the current year	4			10
Reductions related to a lapse in the statute of limitations	(6		)	(3		)
Balance at December 31	$	35		$	29

Of the $35 million at December 31, 2011, $24 million represents the amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate in future periods. The remaining $11 million includes $9 million of foreign tax credit carryforwards that would be created as part of the Canada and US audit process described below, and $2 million of indemnity claims that we would expect to collect from Akzo as part of the National Starch acquisition.

The Company accounts for interest and penalties related to income tax matters in income tax expense. The Company had accrued $4 million of interest expense (net of $3 million interest income) and $1 million of penalties related to the unrecognized tax benefits as of December 31, 2011. The accrued interest expense was $3 million (net of $3 million interest income) and $1 million of penalties as of December 31, 2010.

The Company is subject to US federal income tax as well as income tax in multiple state and non-US jurisdictions. The US federal tax returns are subject to audit for the years 2008 to 2011. The Company remains subject to potential examination in Canada, Argentina and Germany for the years 2005 to 2011, and in Brazil, Mexico and Pakistan for the years 2006 to 2011. The statute of limitations is generally open for similar periods in 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 authorities relating to an ongoing audit examination. The Company did not make any additional deposits relating to this ongoing audit examination in 2011. The Company has settled $2 million of the claims and is in the process of pursuing relief from double taxation under the US and Canadian tax treaty for the remaining items raised in the audit. As a result, the US and Canadian tax returns are subject to adjustment from 2000 and forward for the specific issues being contested. The Company believes that it has adequately provided for the most likely outcome of the settlement process.

It is reasonably possible that the total amount of unrecognized tax benefits will increase or decrease within twelve months of December 31, 2011. The Company currently estimates that such increases or decreases will not be significant.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph h
-Article 4

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 136, 172
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 43, 44, 45, 46, 47, 48, 49
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
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-Topic 740
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-Topic 235
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-Paragraph 1
-Subparagraph (SX 210.4-08.(h))
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-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32559-109319

+ Details

Benefit Plans

12 Months Ended

Dec. 31, 2011

Benefit Plans

Benefit Plans

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 contributions 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 contribution 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 postretirement medical insurance through Retirement Health Care Spending Accounts. US salaried employees earn a benefit during employment, which can be used after employment to purchase 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 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.

Pension Obligation and Funded Status — The changes in pension benefit obligations and plan assets during 2011 and 2010, 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, 2011 and 2010, were as follows:

	US Plans						Non-US Plans
(in millions)	2011			2010			2011			2010
Benefit obligation
At January 1	$	244		$	84		$	205		$	123
Service cost	7			5			5			3
Interest cost	13			7			15			10
Benefits paid	(13		)	(7		)	(11		)	(7		)
Actuarial loss (gain)	19			(9		)	12			25
Business combinations/transfers	—			164			8			43
Plan amendment	1			—			—			—
Curtailment / settlement	—			—			(11		)	—
Foreign currency translation	—			—			(7		)	8
Benefit obligation at December 31	$	271		$	244		$	216		$	205
Fair value of plan assets
At January 1	$	204		$	69		$	157		$	116
Actual return on plan assets	14			10			8			14
Employer contributions	17			31			15			9
Benefits paid	(13		)	(7		)	(11		)	(7		)
Settlements	—			—			(11		)	—
Business combinations/transfers	—			101			3			18
Foreign currency translation	—			—			(5		)	7
Fair value of plan assets at December 31	$	222		$	204		$	156		$	157
Funded status	$	(49	)	$	(40	)	$	(60	)	$	(48	)

Amounts recognized in the Consolidated Balance Sheets consist of:

	US Plans				Non-US Plans
(in millions)	2011		2010		2011			2010
Non current asset	$	—	$	—	$	(1	)	$	(1	)
Current liabilities	—		1		2			2
Non current liabilities	49		39		59			47
Net amount recognized	$	49	$	40	$	60		$	48

Amounts recognized in accumulated other comprehensive loss consist of:

	US Plans				Non-US Plans
(in millions)	2011		2010		2011			2010
Net actuarial loss	$	32	$	12	$	65		$	52
Prior service cost (credit)	—		2		(1		)	—
Transition obligation	—		—		3			4
Net amount recognized	$	32	$	14	$	67		$	56

The accumulated benefit obligation for all defined benefit pension plans was $447 million and $405 million at December 31, 2011 and December 31, 2010, 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)	2011		2010		2011		2010
Projected benefit obligation	$	271	$	244	$	102	$	58
Accumulated benefit obligation	265		238		85		50
Fair value of plan assets	222		204		51		19

Included in the Company’s pension obligation are nonqualified supplemental retirement plans for certain key employees. All benefits 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)	2011			2010			2009			2011			2010			2009
Service cost	$	7		$	5		$	3		$	5		$	3		$	3
Interest cost	13			7			5			15			10			8
Expected return on plan assets	(15		)	(7		)	(4		)	(11		)	(10		)	(9		)
Amortization of actuarial loss	1			1			1			2			1			—
Amortization of transition obligation	—			—			—			1			—			—
Amortization of prior service cost	—			—			—			—			—			—
Settlement/curtailment	2			—			1			—			—			1
Net pension cost	$	8		$	6		$	6		$	12		$	4		$	3

For the US plans, the Company estimates that net pension expense for 2012 will include approximately $2 million relating to the amortization of its accumulated actuarial loss included in accumulated other comprehensive loss at December 31, 2011.

For the non-US plans, the Company estimates that net pension expense for 2012 will include approximately $4 million relating to the amortization of its accumulated actuarial loss and $0.4 million relating to the amortization of transition obligation included in accumulated other comprehensive loss at December 31, 2011.

Other changes in plan assets and benefit obligations recognized in other comprehensive income for 2011 consist of:

(in millions)	US Plans			Non-US Plans
Net actuarial loss	$	20		$	17
Amortization of actuarial loss	(1		)	(3		)
Prior service cost	1			—
Amortization of prior service cost	(2		)	—
Amortization of transition obligation	—			(1		)
Amortization loss recognized due to settlement	—			(3		)
Foreign currency translation	—			1
Total recorded in other comprehensive income	18			11
Net periodic benefit cost	8			12
Total recorded in other comprehensive income and net periodic benefit cost	26			23

The following weighted average assumptions were used to determine the Company’s obligations under the pension plans:

	US Plans				Non-US Plans
	2011		2010		2011		2010
Discount rate	4.50	%	5.35	%	5.68	%	5.73	%
Rate of compensation increase	2.75	%	2.75	%	4.51	%	3.79	%

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
	2011		2010		2009		2011		2010		2009
Discount rate	5.35	%	5.85	%	6.05	%	5.73	%	7.24	%	8.63	%
Expected long-term return on plan assets	7.25	%	7.25	%	7.25	%	6.73	%	7.37	%	7.65	%
Rate of compensation increase	2.75	%	2.75	%	2.75	%	3.79	%	4.12	%	5.30	%

The Company has assumed an expected long-term rate of return on assets of 7.25 percent for US plans and 6.75 percent for Canadian plans. In developing the expected long-term rate of return assumption on plan assets, which consist mainly of US and Canadian 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 investments. 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 managers, 31-58 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, 2011 and December 31, 2010 for US plans and non-US plans is as follows:

	US Plans				Non-US Plans
Asset Category	2011		2010		2011		2010
Equity securities	53	%	54	%	46	%	46	%
Debt securities	45	%	43	%	46	%	43	%
Other	2	%	3	%	8	%	11	%
Total	100	%	100	%	100	%	100	%

The fair values of the Company’s plan assets, by asset category and level, are as follows:

	Fair Value Measurements at December 31, 2011
Asset Category	Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs		Significant Unobservable Inputs
(in millions)	(Level 1)		(Level 2)		(Level 3)	Total
US Plans:
Equity index:
US (a)			$	83		$	83
International (b)			25			25
Real estate (c)			3			3
Fixed income index:
Intermediate bond (d)			20			20
Long bond (e)			87			87
Cash (f)	4					4
Total US Plans	$	4	$	218		$	222
Non-US Plans:
Equity index:
US (a)			$	24		$	24
Canada (g)			27			27
International (b)			20			20
Fixed income index:
Long bond (h)			73			73
Other (i)			3			3
Cash (f)	9					9
Total Non-US Plans	$	9	$	147		$	156

(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 mid-sized 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 participants, the use of different methodologies could result in a different fair value measurement at the reporting date.

In 2011, the Company made cash contributions of $17 million and $15 million to its US and non-US pension plans, respectively. The Company anticipates that in 2012 it will make cash contributions of $19 million and $7 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
2012	$	15	$	11
2013	16		11
2014	16		12
2015	16		12
2016	17		13
Years 2017 - 2021	98		74

The Company and certain subsidiaries also maintain defined contribution plans. The Company makes matching contributions to these plans based on a percentage of employee contributions. Amounts charged to expense for defined contribution plans totaled $12 million, $8 million and $6 million in 2011, 2010 and 2009, 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 2011 and 2010, and the amounts recognized in the Company’s Consolidated Balance Sheets at December 31, 2011 and 2010, are as follows:

(in millions)	2011			2010
Accumulated postretirement benefit obligation
At January 1	$	88		$	66
Service cost	2			2
Interest cost	4			4
Plan amendment	(23		)	—
Curtailment/settlement	(26		)	—
Actuarial loss	10			4
Benefits paid	(3		)	(3		)
Business combinations/transfers	4			14
Foreign currency translation	(2		)	1
At December 31	$	54		$	88
Fair value of plan assets	—			—
Funded status	$	54		$	88

Effective January 1, 2012, a United States hourly postretirement plan became a member of a multi-employer plan. Because of this change, a non-cash gain of $30 million was recognized as a reduction of net periodic benefit cost in fiscal year 2011. This gain represented the previously established liability related to this coverage, net of unrecognized actuarial amounts and prior service previously included in accumulated other comprehensive loss.

Because the transfer to the multi-employer plan does not take place until January 1, 2012, there have been no contributions made to the plan as of December 31, 2011. The plan covers medical and dental benefits for hourly union employee represented by the United Steel Workers Union. There is a lifetime cap on the amount of benefits that will be paid to the employee and spouse.

Amounts recognized in the Consolidated Balance Sheets consist of:

(in millions)	2011		2010
Current liabilities	$	2	$	3
Non current liabilities	52		85
Net amount recognized	$	54	$	88

Amounts recognized in accumulated other comprehensive loss consist of:

(in millions)	2011		2010
Net actuarial loss	$	10	$	16
Prior service cost	1		1
Net amount recognized	$	11	$	17

Components of net periodic benefit cost and other amounts recognized in other comprehensive income consist of:

(in millions)	2011			2010		2009
Service cost	$	2		$	2	$	2
Interest cost	4			4		4
Amortization of actuarial loss (gain)	(1		)	2		1
Amortization of prior service cost	1
Settlement/curtailment	(31		)	—		—
Net periodic benefit cost	$	(25	)	$	8	$	7

The Company estimates that postretirement benefit expense for 2012 will include approximately $0.5 million relating to the amortization of its accumulated actuarial loss and $0.2 million relating to the amortization of its prior service cost included in accumulated other comprehensive loss at December 31, 2011.

Changes in amounts recorded in other comprehensive income for 2011 consist of:

(in millions)
Net actuarial gain	$	(8	)
Amortization of actuarial loss	(1		)
Amortization of prior service credit	22
Plan amendment	(23		)
Foreign currency translation	(1		)
Total recorded in other comprehensive income	(11		)
Net periodic benefit cost	(25		)
Total recorded in other comprehensive income and net periodic benefit cost	(36		)

The following weighted average assumptions were used to determine the Company’s obligations under the postretirement plans:

		2011		2010
Discount rate		6.23	%	5.69	%

The change from 2010 to 2011 includes the transfer of the US Hourly postretirement medical plan to a multiemployer plan.

The following weighted average assumptions were used to determine the Company’s net postretirement benefit cost:

		2011		2010		2009
Discount rate		5.69	%	6.22	%	6.66	%

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.

		US		Canada		Brazil
2012 increase in per capita cost		7.30	%	7.50	%	7.74	%

	US		Canada		Brazil
Ultimate trend	4.50	%	4.50	%	7.74	%
Year ultimate trend reached	2028		2031		2012

In addition, for Canada, the Company assumed an increase in the per capita cost of dental benefits of 4.5 percent per year. For Brazil, the Company assumed an increase in the per capita cost of life insurance benefits of 9.0 percent per year.

Sensitivity to Trend Assumptions (in millions)		2011
One-percent increase in trend rate
·	Effect on service cost and interest cost components	$	1
·	Effect on year-end benefit obligations	$	5

One-percent decrease in trend rate
·	Effect on service cost and interest cost components	$	(1	)
·	Effect on year-end benefit obligations	$	(5	)

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)
2012	$	2
2013	2
2014	2
2015	2
2016	3
Years 2017 - 2021		17

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 cash flows.

- Definition

The entire disclosure for pension and other postretirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph a
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph h
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph q
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 8
-Subparagraph m
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 106
-Paragraph 518
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 87
-Paragraph 264
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 03-2
-Paragraph 8
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 30
-Paragraph 26
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Staff Position (FSP)
-Number FAS106-2
-Paragraph 20, 21, 22
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 158
-Paragraph 7, 21, 22
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5, 6, 7, 8
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Implementation Guide (Q and A)
-Number FAS88
-Paragraph 63
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-URI http://asc.fasb.org/topic&trid=2235017

+ Details

Supplementary Information

12 Months Ended

Dec. 31, 2011

Supplementary Information

Supplementary Information

NOTE 10 — Supplementary Information

Balance Sheets

(in millions)	2011			2010
Accounts receivable — net:
Accounts receivable — trade	$	683		$	623
Accounts receivable — other	165			153
Allowance for doubtful accounts	(11		)	(13		)
Total accounts receivable — net	$	837		$	763
Inventories:
Finished and in process	$	436		$	345
Raw materials	294			266
Manufacturing supplies	39			34
Total inventories	$	769		$	645
Accrued liabilities:
Compensation expenses	$	85		$	105
Income taxes payable	36			45
Dividends payable	15			11
Accrued interest	15			19
Taxes payable other than income taxes	31			27
Other	67			57
Total accrued liabilities	$	249		$	264
Non-current liabilities:
Employees’ pension, indemnity, retirement, and other	$	180		$	196
Other	63			44
Total non-current liabilities	$	243		$	240

Statements of Income

(in millions)	2011			2010			2009
Other income-net:
NAFTA award	$	58		$	—		$	—
Gain from change in a postretirement plan	30			—			—
Gain on investment	—			2			—
Gain from sale of land	—			—			2
Other	10			8			3
Other income-net	$	98		$	10		$	5

Financing costs-net:
Interest expense, net of amounts capitalized (a)	$	81		$	68		$	33
Interest income	(5		)	(6		)	(1		)
Foreign currency transaction losses	2			2			6
Financing costs-net	$	78		$	64		$	38

(a) Interest capitalized amounted to $5 million, $3 million and $7 million in 2011, 2010 and 2009, respectively.

Statements of Cash Flow

(in millions)	2011		2010		2009
Interest paid	$	85	$	50	$	47
Income taxes paid	177		98		82
Noncash investing and financing activities:
Assumption of debt in connection with acquisition	—		11		—

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 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 costs 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 $227 million based on current exchange rates as of December 31, 2011 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 $20 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, 2011, 2010 and 2009 was approximately $26 million, $24 million and $21 million, respectively.

Redeemable Common Stock

12 Months Ended

Dec. 31, 2011

Redeemable Common Stock

Redeemable Common Stock

NOTE 11 — Redeemable Common Stock

The Company had an agreement with certain common stockholders (collectively the “holder”), relating to 500,000 shares of our common 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 December 31, 2009 ($29.03 per share). Adjustments to mark the redeemable common stock to market value were recorded directly to additional paid-in capital in the equity section of the Company’s Consolidated Balance Sheets.

Equity

12 Months Ended

Dec. 31, 2011

Equity

Equity

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, 2011 and December 31, 2010.

Treasury stock:

The Company reacquired 73,260, 51,999 and 17,191 shares of its common stock during 2011, 2010 and 2009, 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 $47.48, $33.53 and $29.76, or fair value at the date of purchase, during 2011, 2010 and 2009, 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 common 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 2011, the Company repurchased 1,000,000 common shares in open marked transactions at a cost of approximately $45 million. 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. At December 31, 2011, the Company had 3,685,382 shares available to be repurchased 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, 2009, 2010 and 2011:

(Shares of common stock, in thousands)	Issued	Held in Treasury		Redeemable Shares		Outstanding
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
Issuance of restricted units stock as compensation	56	—		—		56
Issuance under incentive and other plans	91	(9	)	—		100
Stock options exercised	640	(137	)	—		777
Purchase/acquisition of treasury stock	—	1,073		—		(1,073	)
Balance at December 31, 2011	76,822	939		—		75,883

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, 2011, 4.8 million shares were available for future grants under the SIP. Shares covered by awards that expire, terminate or lapse will again be available for the grant of awards under the SIP. Total share-based compensation expense for 2011 was $11 million, net of income tax effect of $5 million. 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.

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, 2011, 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:

	2011		2010		2009
Expected life (in years)	5.8		5.8		5.3
Risk-free interest rate	2.8	%	2.7	%	2.0	%
Expected volatility	32.7	%	33.1	%	31.2	%
Expected dividend yield	1.2	%	1.9	%	2.1	%

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 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 2011, 2010 and 2009 was estimated to be $15.17, $8.41 and $6.36, respectively.

A summary of stock option transactions for the last three years follows:

(shares in thousands)	Stock Option Shares		Stock Option Price Range	Weighted Average per Share Exercise Price for Stock Options
Outstanding at December 31, 2008	4,370		$11.37 to $40.71	$	24.76
Granted	899		18.31 to 25.74	25.53
Exercised / vested	(287	)	11.37 to 25.83	14.82
Cancelled	(140	)	25.58 to 34.36	30.81
Outstanding at December 31, 2009	4,842		11.37 to 40.71	25.32
Granted	828		28.75 to 33.63	28.95
Exercised / vested	(1,158	)	11.37 to 34.93	19.29
Cancelled	(78	)	25.58 to 34.36	29.68
Outstanding at December 31, 2010	4,434		14.17 to 40.71	27.49
Granted	438		47.95 to 52.64	47.96
Exercised / vested	(777	)	14.17 to 40.71	24.24
Cancelled	(65	)	18.31 to 47.95	30.60
Outstanding at December 31, 2011	4,030		$14.33 to $52.64	$	30.29

The intrinsic values of stock options exercised during 2011, 2010 and 2009 were approximately $22 million, $22 million and $4 million, respectively. For the years ended December 31, 2011, 2010 and 2009, cash received from the exercise of stock options was $18 million, $22 million and $4 million, respectively. The excess income tax benefit realized from share-based compensation was $6 million, $6 million and $1 million in 2011, 2010 and 2009, respectively. As of December 31, 2011, the unrecognized compensation cost related to non-vested stock options totaled $7 million, which will be amortized over the weighted-average period of approximately one year.

The following table summarizes information about stock options outstanding at December 31, 2011:

(shares in thousands) Range of Exercise Prices	Options Outstanding	Weighted Average Exercise Price per Share		Average Remaining Contractual Life (Years)	Options Exercisable	Weighted Average Exercise Price Per Share

$10.53 to 15.79	78	$	14.47	0.9	78	$	14.47
$15.80 to 21.06	163	16.89		1.7	163	16.89
$21.07 to 26.32	1,522	25.48		5.1	1,282	25.46
$26.33 to 31.58	734	28.90		8.0	262	28.87
$31.59 to 36.85	1,095	34.05		5.6	1,089	34.06
$36.86 to 42.11	9	40.71		5.4	9	40.71
$42.12 to 52.64	429	47.96		9.1	—	—
	4,030	$	30.29	6.0	2,883	$	28.28

The number of options exercisable at December 31, 2011 was 2.9 million.

Stock options outstanding at December 31, 2011 had an aggregate intrinsic value of approximately $90 million and an average remaining contractual life of 6.0 years. Stock options exercisable at December 31, 2011 had an aggregate intrinsic value of approximately $70 million and an average remaining contractual life of 5.1 years. 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 approximately $56 million and an average remaining contractual life of 5.2 years.

In addition to stock options, the Company awards shares of restricted common stock and restricted stock units to certain key employees. The restricted shares and restricted units issued under the plan are subject to cliff vesting, generally after three to 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 and restricted units 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. The compensation expense recognized for restricted shares and restricted units was $4 million in 2011, $3 million in 2010 and $2 million in 2009.

The following table summarizes restricted share and restricted stock unit activity for the last three years:

(shares in thousands)	Number of Restricted Shares		Weighted Average Fair Value per Share		Number of Restricted Units		Weighted Average Fair Value per Share
Non-vested at December 31, 2008	179		$	31.02	10		$	43.13
Granted	84		25.85		136		26.06
Vested	(14	)	23.77		—		—
Cancelled	(14	)	30.63		—		—
Non-vested at December 31, 2009	235		29.60		146		27.17
Granted	30		30.86		25		40.82
Vested	(76	)	28.90		(56	)	25.81
Cancelled	(8	)	30.78		(2	)	45.21
Non-vested at December 31, 2010	181		$	30.04	113		$	30.56
Granted	—		—		182		48.04
Vested	(34	)	27.56		(56	)	26.08
Cancelled	(11	)	29.74		(4	)	47.98
Non-vested at December 31, 2011	136		$	30.69	235		$	44.24

The total fair value of restricted stock that vested in 2011, 2010 and 2009 was $1 million, $2 million and $.3 million, respectively. The total fair value of restricted stock units that vested in 2011 and 2010 was $1 million and $1 million, respectively. No restricted stock units vested in 2009.

As of December 31, 2011, there was $1 million of unrecognized compensation cost related to restricted stock that will be amortized on a weighted-average basis over 1.5 years. As of December 31, 2011, the total remaining unrecognized compensation cost related to restricted units was $7 million which will be amortized on a weighted-average basis over approximately 2.4 years. The recognized compensation cost related to restricted shares and restricted units totaling $6 million at December 31, 2011 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 compensation expense relating to this plan included in the Consolidated Statements of Income for 2011, 2010 and 2009 was not material. At December 31, 2011, there were approximately 229,000 share units outstanding under this plan at a carrying value of approximately $7 million.

The Company has a long term incentive plan for officers in the form of performance shares. The ultimate payment of performance shares awarded in 2009 and to be paid in 2012 is based 50 percent on the Company’s stock performance as compared to the stock performance of a peer group and 50 percent on return on capital employed versus the target percentage. The ultimate payment of performance shares awarded in 2010 and 2011 are based solely on stock performance as compared to the stock performance of a peer group. 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 target 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 2011, 2010 and 2009 was $6 million, $3 million and $1 million, respectively. As of December 31, 2011, 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 $9 million at December 31, 2011 is included in share-based payments subject to redemption in the Consolidated Balance Sheet.

Accumulated Other Comprehensive Loss:

A summary of accumulated other comprehensive income (loss) for the years ended December 31, 2009, 2010 and 2011 is presented below:

				Deferred						Unrealized			Accumulated
	Currency			Gain/(Loss)			Pension			Gain (Loss)			Other
	Translation			on Hedging			Liability			on			Comprehensive
(in millions)	Adjustment			Activities			Adjustment			Investment			Income/(Loss)
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	)
Gains on cash flow hedges, net of income tax effect of $19				29									29
Amount of gains on cash flow hedges reclassified to earnings, net of income tax effect of $61				(105		)							(105		)
Actuarial loss on pension and other postretirement obligations, settlements and plan amendments, net of income tax							(10		)				(10		)
Gains related to pension and other postretirement obligations reclassified to earnings, net of income tax							(11		)				(11		)
Currency translation adjustment	(126		)										(126		)
Balance, December 31, 2011	$	(306	)	$	(35	)	$	(70	)	$	(2	)	$	(413	)

Mexican Tax on Beverages Sweetened with HFCS

12 Months Ended

Dec. 31, 2011

Mexican Tax on Beverages Sweetened with HFCS

Mexican Tax on Beverages Sweetened with HFCS

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 enactment 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 imposition 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 discriminatory 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 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 unanimously held that Mexico had violated NAFTA Article 1102, National Treatment, by treating beverages 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 litigation and waiving post-award interest. The $58.4 million award is included in other income in the Company’s Consolidated Statement of Income for 2011.

Segment Information

12 Months Ended

Dec. 31, 2011

Segment Information

Segment Information

NOTE 14 - Segment Information

The Company is principally engaged in the production and sale of starches and sweeteners for a wide range of industries, and is managed geographically on a regional basis. The Company’s operations are classified into four reportable business segments: North America, South America, Asia Pacific and Europe, Middle East and Africa (“EMEA”). Its North America segment includes businesses in the United States, Canada and Mexico. The Company’s South America segment includes businesses in Brazil, Colombia, Ecuador, Peru and the Southern Cone of South America, which includes Argentina, Chile and Uruguay. Its Asia Pacific segment includes businesses in Korea, Malaysia, China, Japan, Indonesia, the Philippines, Singapore, India, Australia and New Zealand and tapioca root processing operations in Thailand. The Company’s EMEA segment includes businesses in the United Kingdom, Germany, South Africa, Pakistan, Kenya and Nigeria. As a result of the acquisition and integration of National Starch, the Company has changed its reporting segments. Operations in Pakistan, Kenya and Nigeria that were historically reported as part of the former Asia/Africa segment (now Asia Pacific) are now included within the EMEA segment. For comparability purposes, amounts for 2010 and 2009 have been reclassified to reflect the new business segments.

(in millions)	2011			2010			2009
Net sales to unaffiliated customers (a):
North America	$	3,356		$	2,439		$	2,268
South America	1,569			1,241			1,012
Asia Pacific	764			433			233
EMEA	530			254			159
Total	$	6,219		$	4,367		$	3,672
Operating income:
North America	$	322		$	249		$	177
South America	203			163			138
Asia Pacific	79			28			(6		)
EMEA	84			37			23
Corporate	(64		)	(51		)	(54		)
Subtotal	624			426			278
NAFTA award	58			—			—
Gain from change in a postretirement plan	30			—			—
Integration / acquisition costs	(31		)	(35		)	—
Restructuring / impairment charges (b)	(10		)	(25		)	(125		)
Charge for fair value mark-up of acquired inventory	—			(27		)	—
Total	$	671		$	339		$	153
Total assets:
North America	$	2,879		$	2,727		$	1,651
South America	1,218			1,178			999
Asia Pacific	757			676			213
EMEA	463			459			89
Total	$	5,317		$	5,040		$	2,952
Depreciation and amortization:
North America	$	128		$	96		$	83
South America	47			42			36
Asia Pacific	23			13			8
EMEA	13			4			3
Total	$	211		$	155		$	130
Capital expenditures:
North America	$	119		$	73		$	75
South America	84			65			54
Asia Pacific	24			10			6
EMEA	36			11			11
Total	$	263		$	159		$	146

(a) Sales between geographic regions for each of the periods presented are insignificant and therefore are not presented.

(b) For 2011, includes a $10 million charge to write-down certain equipment as part of the Company’s North American manufacturing optimization plan. 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 Pacific segment.

The following table presents net sales to unaffiliated customers by country of origin for the last three years:

	Net Sales
(in millions)	2011		2010		2009
United States	$	1,863	$	1,157	$	1,124
Mexico	957		863		756
Brazil	841		662		522
Canada	536		419		388
Argentina	344		243		186
Korea	284		235		159
Others	1,394		788		537
Total	$	6,219	$	4,367	$	3,672

The following table presents long-lived assets by country at December 31:

	Long-lived Assets
(in millions)	2011		2010		2009
United States	$	1,197	$	1,183	$	500
Mexico	421		430		406
Brazil	415		443		364
Canada	194		198		187
Thailand	154		162		47
Argentina	160		155		151
Germany	147		134		—
United Kingdom	77		80		—
Korea	83		87		86
Others	348		345		193
Total	$	3,196	$	3,217	$	1,934

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 131
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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-Topic 280
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-SubTopic 10
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-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9038-108599

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-Name Accounting Standards Codification
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-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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Reference 13: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8380-108599

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8595-108599

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Quarterly Financial Data (Unaudited)

12 Months Ended

Dec. 31, 2011

Quarterly Financial Data (Unaudited)

Quarterly Financial Data (Unaudited)

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 *
2011
Net sales before shipping and handling costs	$	1,536	$	1,667	$	1,712	$	1,629
Less: shipping and handling costs	76		82		84		81
Net sales	$	1,460	$	1,585	$	1,628	$	1,548
Gross profit	298		272		276		280
Net income attributable to CPI	154		79		88		95
Basic earnings per common share of CPI	$	2.01	$	1.03	$	1.15	$	1.25
Diluted earnings per common share of CPI	$	1.97	$	1.01	$	1.12	$	1.22

(in millions, except per share amounts)	1st QTR		2nd QTR		3rd QTR		4th QTR *
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

* Fourth quarter 2011 includes a gain of $30 million ($18 million after-tax, or $0.23 per diluted common share) pertaining to a change in a postretirement plan, integration costs of $11 million ($7 million after-tax, or $0.09 per diluted common share) pertaining to the integration of National Starch and a restructuring charge of $4 million ($3 million after-tax, or $0.03 per diluted common share) relating to the Company’s North American manufacturing optimization plan. Fourth quarter 2010 includes 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.

- Definition

The entire disclosure for the quarterly financial data in the annual financial statements. The disclosure may include a tabular presentation of financial information for each fiscal quarter for the current and previous year, including revenues, gross profit, income or loss before extraordinary items and earnings per share data. It also includes an indication if the information in the note is unaudited, comments on the aggregate effect of year-end adjustments, and an explanation of matters or transactions that affect comparability or are pertinent to an understanding of the information furnished.

+ References + Details

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2011

Summary of Significant Accounting Policies

Basis of presentation

Cash and cash equivalents

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 — Inventories are stated at the lower of cost or net realizable value. Costs are determined using the first-in, first-out (FIFO) method.

Investments

Property, plant and equipment and depreciation

Goodwill and other intangible assets

(in millions)	North America			South America			Asia Pacific			EMEA			Total
Balance at December 31, 2010	$	278		$	107		$	111		$	76		$	572
Translation	—			(6		)	—			(4		)	(10		)
Balance at December 31, 2011	$	278		$	101		$	111		$	72		$	562

Goodwill before impairment charges	$	279		$	107		$	230		$	76		$	692
Accumulated impairment charges	(1		)	—			(119		)	—			(120		)
Balance at December 31, 2010	$	278		$	107		$	111		$	76		$	572

Goodwill before impairment charges	$	279		$	101		$	230		$	72		$	682
Accumulated impairment charges	(1		)	—			(119		)	—			(120		)
Balance at December 31, 2011	$	278		$	101		$	111		$	72		$	562

The following table summarizes the Company’s intangible assets for the periods presented:

	As of December 31, 2011							As of December 31, 2010
(in millions)	Gross		Accumulated Amortization		Net		Weighted Average Useful Life (years)	Gross		Accumulated Amortization		Net		Weighted Average Useful Life (years)
Trademarks/tradenames	$	137	—		$	137	—	$	137	—		$	137	—
Customer relationships	141		(10	)	131		25	145		(2	)	143		25
Technology	83		(7	)	76		10	83		(2	)	81		10
Other	6		(3	)	3		8	5		(2	)	3		8
Total intangible assets	$	367	(20	)	$	347	19	$	370	(6	)	$	364	19

The following table summarizes the Company’s amortization expense related to intangible assets for the periods presented:

	Year ended December 31,
(in millions)	2011		2010		2009
Amortization expense	$	14	$	4	$	1

The Company amortizes intangible assets using the straight-line method over their expected economic useful lives.

Based on acquisitions completed through December 31, 2011, the Company expects intangible asset amortization expense for subsequent years to be as follows:

(in milllions)
2012	$	14
2013	14
2014	14
2015	14
2016	14

Revenue recognition

Hedging instruments

Stock-based compensation

Earnings per common share

Risks and uncertainties

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2011

Summary of Significant Accounting Policies

Schedule of carrying amount of goodwill by geographic segment

(in millions)	North America			South America			Asia Pacific			EMEA			Total
Balance at December 31, 2010	$	278		$	107		$	111		$	76		$	572
Translation	—			(6		)	—			(4		)	(10		)
Balance at December 31, 2011	$	278		$	101		$	111		$	72		$	562

Goodwill before impairment charges	$	279		$	107		$	230		$	76		$	692
Accumulated impairment charges	(1		)	—			(119		)	—			(120		)
Balance at December 31, 2010	$	278		$	107		$	111		$	76		$	572

Goodwill before impairment charges	$	279		$	101		$	230		$	72		$	682
Accumulated impairment charges	(1		)	—			(119		)	—			(120		)
Balance at December 31, 2011	$	278		$	101		$	111		$	72		$	562

Schedule of intangible assets

	As of December 31, 2011							As of December 31, 2010
(in millions)	Gross		Accumulated Amortization		Net		Weighted Average Useful Life (years)	Gross		Accumulated Amortization		Net		Weighted Average Useful Life (years)
Trademarks/tradenames	$	137	—		$	137	—	$	137	—		$	137	—
Customer relationships	141		(10	)	131		25	145		(2	)	143		25
Technology	83		(7	)	76		10	83		(2	)	81		10
Other	6		(3	)	3		8	5		(2	)	3		8
Total intangible assets	$	367	(20	)	$	347	19	$	370	(6	)	$	364	19

Schedule of amortization expense related to intangible assets

	Year ended December 31,
(in millions)	2011		2010		2009
Amortization expense	$	14	$	4	$	1

Schedule of expected amortization expense on intangible asset

(in milllions)
2012	$	14
2013	14
2014	14
2015	14
2016	14

- Definition

Tabular disclosure of goodwill by reportable segment and in total. Disclosure details may include, but are not limited to, the carrying amount of goodwill, goodwill acquired during the year, goodwill impairment losses recognized, goodwill written-off due to the sale of a business unit, goodwill not yet allocated, and any other changes to goodwill.

+ References + Details

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2011

Acquisitions

Schedule of allocation of purchase price

	Purchase Price Allocation
(in millions)	Preliminary			Adjustments			Final
Working capital	$	219		$	57		$	276
Property, plant and equipment	549						549
Other assets	119			1			120
Intangible assets	359						359
Goodwill	392			(58		)	334
Non-current liabilities assumed	(284		)	15			(269		)

Total purchase price	$	1,354		$	15		$	1,369

Schedule of pro forma results

(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

- Definition

Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.

+ References + Details

Financial Instruments, Derivatives and Hedging Activities (Tables)

12 Months Ended

Dec. 31, 2011

Financial Instruments, Derivatives and Hedging Activities

Schedule of location and amount of assets and liabilities reported in balance sheet

	Fair Value of Derivative Instruments
		Fair Value					Fair Value
Derivatives designated as hedging instruments: (in millions)	Balance Sheet Location	At December 31, 2011		At December 31, 2010		Balance Sheet Location	At December 31, 2011		At December 31, 2010

Commodity contracts	Accounts receivable-net	$	14	$	65	Accounts payable and accrued liabilities	$	34	$	4
						Non-current liabilities	11		—
Total		$	14	$	65		$	45	$	4

Schedule of amount of gains recognized in OCI and location and amount of gains and losses reported in income statement

	Amount of Gains (Losses)								Location of Gains	Amount of Gains (Losses)
Derivatives in	Recognized in OCI on Derivatives								(Losses)	Reclassified from AOCI into Income
Cash Flow Hedging Relationships	Year Ended December 31, 2011		Year Ended December 31, 2010			Year Ended December 31, 2009			Reclassified from AOCI into Income	Year Ended December 31, 2011			Year Ended December 31, 2010			Year Ended December 31, 2009
Commodity contracts	$	48	$	47		$	(77	)	Cost of Sales	$	169		$	(87	)	$	(315	)
Interest rate contracts	—		(15		)	4			Financing costs, net	(3		)	(1		)	(1)
Total	$	48	$	32		$	(73	)		$	166		$	(88	)	$	(316	)

Schedule of fair value of financial instruments and derivatives

	As of December 31, 2011								As of December 31, 2010
(in millions)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Available for sale securities	$	2	$	2	$	—	$	—	$	6	$	6	$	—	$	—
Derivative assets	33		14		19		—		65		64		1		—
Derivative liabilities	46		16		30		—		4		—		4		—
Long-term debt	1,921		—		1,921		—		1,707		—		1,707		—

Schedule of carrying amounts and fair values of long-term debt

	2011				2010
(in millions)	Carrying amount		Fair value		Carrying amount		Fair value

4.625% senior notes, due November 1, 2020	$	399	$	422	$	399	$	393
3.2% senior notes, due November 1, 2015	350		360		349		351
6.625% senior notes, due April 15, 2037	257		297		258		262
6.0% senior notes, due April 15, 2017	200		222		200		214
5.62% senior notes due March 25, 2020	200		225		200		212
US revolving credit facility, due June 6, 2014	376		376		275		275
Fair value adjustment related to hedged fixed rate debt instrument	19		19		—		—
Total long-term debt	$	1,801	$	1,921	$	1,681	$	1,707

- Definition

Tabular disclosure of the location and amount of gains and losses reported in the statement of financial performance, or when applicable, the statement of financial position. For example, (a) gains and losses recognized in the income statement on derivative instruments designated and qualifying as hedging instruments in fair value hedges and related hedged items designated and qualifying in fair value hedges and (b) gains and losses initially recognized in other comprehensive income on derivative instruments designated and qualifying as cash flow hedges.

+ References + Details

Financing Arrangements (Tables)

12 Months Ended

Dec. 31, 2011

Financing Arrangements

Schedule of short-term borrowings

(in millions)	2011		2010
Short-term borrowings in various currencies (at rates ranging from 2% to 24% for 2011 and 1% to 15% for 2010)	$	148	$	88

Schedule of senior unsecured notes issued and sold in connection with the acquisition of National Starch

			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

Schedule of components of long-term debt

(in millions)	2011		2010
4.625% senior notes, due November 1, 2020, net of discount of $1	$	399	$	399
3.2% senior notes, due November 1, 2015, net of discount of $1 in 2010	350		349
6.625% senior notes, due April 15, 2037, net of premium of $8 and discount of $1	257		258
6.0% senior notes, due April 15, 2017	200		200
5.62% senior notes, due March 25, 2020	200		200
US revolving credit facility, due June 6, 2014 (at LIBOR indexed floating rate)	376		275
Fair value adjustment related to hedged fixed rate debt instrument	19		—
Total	$	1,801	$	1,681
Less: current maturities	—		—
Long-term debt	$	1,801	$	1,681

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 22
-Article 5

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28551-108399

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28541-108399

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21538-112644

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21521-112644

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6584090&loc=d3e28878-108400

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6479336&loc=d3e64711-112823

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

+ Details

Leases (Tables)

12 Months Ended

Dec. 31, 2011

Leases

Schedule of minimum lease payments due on leases

(in millions)
Year	Minimum Lease Payments
2012	$	41
2013	34
2014	28
2015	25
2016	21
Balance thereafter	47

- Definition

Tabular disclosure of a lessee's leasing arrangements including: (1) the basis on which contingent rental payments are determined, (2) the existence and terms of renewal or purchase options and escalation clauses, (3) restrictions imposed by lease arrangements, such as those concerning dividends, additional debt, and further leasing, (4) rent holidays, rent concessions, or leasehold improvement incentives and unusual provisions or conditions. Disclosure may also include the specific period used to amortize material leasehold improvements made at the inception of the lease or during the lease term. Additionally, for operating leases having initial or remaining noncancelable lease terms in excess of one year: (a) future minimum rental payments required as of the date of the latest balance sheet presented, in the aggregate and for each of the five succeeding fiscal years, (b) the total of minimum rentals to be received in the future under noncancelable subleases as of the date of the latest balance sheet presented, and (c) for all operating leases, rental expense for each period for which an income statement is presented, with separate amounts for minimum rentals, contingent rentals, and sublease rentals. Rental payments under leases with terms of a month or less that were not renewed need not be included.

+ References + Details

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2011

Income Taxes

Schedule of income before income taxes and provision for income taxes

(in millions)	2011		2010			2009
Income (loss) before income taxes:
United States	$	158	$	(26	)	$	25
Foreign	435		301			90
Total	$	593	$	275		$	115
Provision for income taxes:
Current tax expense
US federal	$	9	$	(4	)	$	2
State and local	2		2			1
Foreign	141		131			65
Total current	$	152	$	129		$	68
Deferred tax expense (benefit)
US federal	$	10	$	(8	)	$	(3	)
State and local	3		(1		)	(1		)
Foreign	5		(21		)	4
Total deferred	$	18	$	(30	)	$	—
Total provision	$	170	$	99		$	68

Schedule of tax effects of temporary differences between financial reporting basis and tax basis of assets and liabilities

(in millions)	2011			2010
Deferred tax assets attributable to:
Employee benefit accruals	$	27		$	39
Pensions	32			38
Hedging/derivative contracts	19			—
Net operating loss carryforwards	29			28
Foreign tax credit carryforwards	29			20
Goodwill	—			4
Other	37			44
Gross deferred tax assets	$	173		$	173
Valuation allowance	(23		)	(31		)
Net deferred tax assets	$	150		$	142
Deferred tax liabilities attributable to:
Property, plant and equipment	$	191		$	197
Identified intangibles	68			71
Hedging/derivative contracts	—			22
Total deferred tax liabilities	$	259		$	290
Net deferred tax liabilities	$	109		$	148

Schedule of reconciliation of US federal statutory tax rate to effective tax rate

	2011		2010		2009
Provision for tax at US statutory rate	35.00	%	35.00	%	35.00	%
Tax rate difference on foreign income	(3.69	)	.31		.50
State and local taxes — net	.58		.15		.28
Change in valuation allowance — foreign tax credits	(.62	)	(2.26	)	.51
Change in foreign statutory tax rates	.07		—		(.94	)
Korea goodwill write-off, net of valuation allowance	—		—		25.50
Chile asset write-off, net of valuation allowance	(.09	)	2.13		—
Non-deductible National Starch acquisition costs	.04		1.22		—
NAFTA Award	(3.45	)	—		—
Other items — net	.83		(.46	)	(1.40	)
Provision at effective tax rate	28.67	%	36.09	%	59.45	%

Schedule of reconciliation of beginning and ending amount of unrecognized tax benefits

(in millions)	2011			2010
Balance at January 1	$	29		$	22
Additions for tax positions related to prior years	9			1
Reductions for tax positions related to prior years	(1		)	(1		)
Additions based on tax positions related to the current year	4			10
Reductions related to a lapse in the statute of limitations	(6		)	(3		)
Balance at December 31	$	35		$	29

- Definition

Tabular disclosure of tax positions taken in the tax returns filed or to be filed for which it is more likely than not that the tax position will not be sustained upon examination by taxing authorities (i.e., uncertain tax positions) and other types of income tax contingencies, including: (1) the policy on classification of interest and penalties; (2) a tabular reconciliation of the total amounts of unrecognized tax benefits at the beginning and end of the period; the total amount(s) of: (3) unrecognized tax benefits that, if recognized, would affect the effective tax rate, and (4) interest and penalties recognized in each of the income statement and balance sheet; (5) for positions for which it is reasonably possible that the total amounts unrecognized will significantly change within 12 months of the reporting date the: (i) nature of the uncertainty, (ii) nature of the event that could occur that would cause the change, and (iii) an estimate of the range of the reasonably possible change or a statement that an estimate of the range cannot be made; and (6) a description of tax years that remain subject to examination by major tax jurisdictions.

+ References + Details

Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2011

Defined benefit pension plans

Pension and postretirement benefit plans

Schedule of funded status

	US Plans						Non-US Plans
(in millions)	2011			2010			2011			2010
Benefit obligation
At January 1	$	244		$	84		$	205		$	123
Service cost	7			5			5			3
Interest cost	13			7			15			10
Benefits paid	(13		)	(7		)	(11		)	(7		)
Actuarial loss (gain)	19			(9		)	12			25
Business combinations/transfers	—			164			8			43
Plan amendment	1			—			—			—
Curtailment / settlement	—			—			(11		)	—
Foreign currency translation	—			—			(7		)	8
Benefit obligation at December 31	$	271		$	244		$	216		$	205
Fair value of plan assets
At January 1	$	204		$	69		$	157		$	116
Actual return on plan assets	14			10			8			14
Employer contributions	17			31			15			9
Benefits paid	(13		)	(7		)	(11		)	(7		)
Settlements	—			—			(11		)	—
Business combinations/transfers	—			101			3			18
Foreign currency translation	—			—			(5		)	7
Fair value of plan assets at December 31	$	222		$	204		$	156		$	157
Funded status	$	(49	)	$	(40	)	$	(60	)	$	(48	)

Schedule of amounts recognized in the consolidated balance sheets

	US Plans				Non-US Plans
(in millions)	2011		2010		2011			2010
Non current asset	$	—	$	—	$	(1	)	$	(1	)
Current liabilities	—		1		2			2
Non current liabilities	49		39		59			47
Net amount recognized	$	49	$	40	$	60		$	48

Schedule of amounts recognized in accumulated other comprehensive loss

	US Plans				Non-US Plans
(in millions)	2011		2010		2011			2010
Net actuarial loss	$	32	$	12	$	65		$	52
Prior service cost (credit)	—		2		(1		)	—
Transition obligation	—		—		3			4
Net amount recognized	$	32	$	14	$	67		$	56

Schedule of plan obligations and assets for plans with an accumulated benefit obligation in excess of plan assets

	US Plans				Non-US Plans
(in millions)	2011		2010		2011		2010
Projected benefit obligation	$	271	$	244	$	102	$	58
Accumulated benefit obligation	265		238		85		50
Fair value of plan assets	222		204		51		19

Components of Net Periodic Benefit Cost and Other Amounts Recognized in Other Comprehensive Income

	US Plans									Non-US Plans
(in millions)	2011			2010			2009			2011			2010			2009
Service cost	$	7		$	5		$	3		$	5		$	3		$	3
Interest cost	13			7			5			15			10			8
Expected return on plan assets	(15		)	(7		)	(4		)	(11		)	(10		)	(9		)
Amortization of actuarial loss	1			1			1			2			1			—
Amortization of transition obligation	—			—			—			1			—			—
Amortization of prior service cost	—			—			—			—			—			—
Settlement/curtailment	2			—			1			—			—			1
Net pension cost	$	8		$	6		$	6		$	12		$	4		$	3

Schedule of changes in plan assets and benefit obligations recognized in other comprehensive income

(in millions)	US Plans			Non-US Plans
Net actuarial loss	$	20		$	17
Amortization of actuarial loss	(1		)	(3		)
Prior service cost	1			—
Amortization of prior service cost	(2		)	—
Amortization of transition obligation	—			(1		)
Amortization loss recognized due to settlement	—			(3		)
Foreign currency translation	—			1
Total recorded in other comprehensive income	18			11
Net periodic benefit cost	8			12
Total recorded in other comprehensive income and net periodic benefit cost	26			23

Schedule of weighted average assumptions used to determine the company's obligations

	US Plans				Non-US Plans
	2011		2010		2011		2010
Discount rate	4.50	%	5.35	%	5.68	%	5.73	%
Rate of compensation increase	2.75	%	2.75	%	4.51	%	3.79	%

Schedule of weighted average assumptions used to determine the company's net periodic benefit cost

	US Plans						Non-US Plans
	2011		2010		2009		2011		2010		2009
Discount rate	5.35	%	5.85	%	6.05	%	5.73	%	7.24	%	8.63	%
Expected long-term return on plan assets	7.25	%	7.25	%	7.25	%	6.73	%	7.37	%	7.65	%
Rate of compensation increase	2.75	%	2.75	%	2.75	%	3.79	%	4.12	%	5.30	%

Schedule of weighted average asset allocation

	US Plans				Non-US Plans
Asset Category	2011		2010		2011		2010
Equity securities	53	%	54	%	46	%	46	%
Debt securities	45	%	43	%	46	%	43	%
Other	2	%	3	%	8	%	11	%
Total	100	%	100	%	100	%	100	%

Schedule of fair values of the company's plan assets, by asset category and level

	Fair Value Measurements at December 31, 2011
Asset Category	Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs		Significant Unobservable Inputs
(in millions)	(Level 1)		(Level 2)		(Level 3)	Total
US Plans:
Equity index:
US (a)			$	83		$	83
International (b)			25			25
Real estate (c)			3			3
Fixed income index:
Intermediate bond (d)			20			20
Long bond (e)			87			87
Cash (f)	4					4
Total US Plans	$	4	$	218		$	222
Non-US Plans:
Equity index:
US (a)			$	24		$	24
Canada (g)			27			27
International (b)			20			20
Fixed income index:
Long bond (h)			73			73
Other (i)			3			3
Cash (f)	9					9
Total Non-US Plans	$	9	$	147		$	156