SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
Commission file number 1-13397
CORN PRODUCTS INTERNATIONAL, INC.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 22-3514823
------------------------------- -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
6500 SOUTH ARCHER AVENUE, BEDFORD PARK, ILLINOIS 60501-1933
(Address of Principal Executive Offices) ----------
(Zip Code)
Registrant's telephone number, including area code (708) 563-2400
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
------------------- -----------------------------------------
Common Stock, $.01 par value per share New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
(currently traded with Common Stock)
Securities registered pursuant to Section 12(g) of the Act:
NONE
--------------------------------------------------------------------------------
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the Registrant's voting stock held by
non-affiliates of the Registrant (based upon the per share closing price of
$25.96 on March 20, 2001, and, for the purpose of this calculation only, the
assumption that all Registrant's directors and executive officers are
affiliates) was approximately $857,385,000.
The number of shares outstanding of the Registrant's Common Stock, par
value $.01 per share, as of March 20, 2001, was 35,289,807.
Documents Incorporated by Reference:
Information required by Part II (Items 5, 6, 7 and 8) and Part IV (Item
14(a)(1)) of this document is incorporated by reference to certain portions of
the Registrant's 2000 Annual Report to Stockholders.
Information required by Part III (Items 10, 11, 12 and 13) of this document is
incorporated by reference to certain portions of the Registrant's definitive
Proxy Statement distributed in connection with its 2001 Annual Meeting of
Stockholders.
PART I.
ITEM 1. BUSINESS
THE COMPANY
Corn Products International, Inc. (the "Company") was incorporated as a
Delaware corporation in March 1997 to assume the operations of the corn refining
business of Bestfoods, formerly CPC International Inc. ("CPC" or "Bestfoods")
and to effect the distribution of 100 percent of the outstanding shares of the
Company to the Bestfoods common stockholders. On December 31, 1997, Bestfoods
transferred the assets and related liabilities of its corn refining business to
the Company. Effective at 11:59:59 p.m. on December 31, 1997, Bestfoods
distributed all of the common stock of the Company to holders of common stock of
Bestfoods. Since that time, the Company has operated as an independent company
whose common stock is traded on the New York Stock Exchange. Unless the context
indicates otherwise, references to the "Company" and "Corn Products" refer to
the corn refining business of Bestfoods for periods prior to January 1, 1998 and
to Corn Products International, Inc. and its subsidiaries for the periods on or
after such date.
OVERVIEW
The corn refining business dates back to the original formation of
Bestfoods' predecessor over 90 years ago. In 1906, Corn Products Refining
Company was formed through an amalgamation of virtually all the corn syrup and
starch companies in the United States. International expansion followed soon
thereafter and in 1928 Latin American operations commenced in Brazil, followed
quickly by expansions into Argentina and Mexico.
Corn Products International, Inc., together with its subsidiaries, produces
a large variety of food ingredients and industrial products derived from the wet
milling of corn and other starch-based materials (such as tapioca and yucca).
The Company is one of the largest corn refiners in the world and the leading
corn refiner in Latin America. In addition, it is the world's leading producer
of dextrose and has strong regional leadership in cornstarch and liquid
sweeteners. The Company had consolidated net sales of $1.86 billion in 2000.
Approximately 62 percent of the Company's 2000 revenues were generated in North
America with the remainder coming from South America, Asia and Africa.
Corn refining is a capital-intensive two-step process that involves the wet
milling and processing of corn. During the front-end process, corn is steeped in
water and separated into starch and co-products such as animal feed and germ.
The starch is then either dried for sale or further modified or refined through
various processes to make sweeteners and other starch-based products designed to
serve the particular needs of various industries. The Company's sweetener
products include high fructose corn syrups ("HFCS"), glucose corn syrups, high
maltose corn syrups, dextrose, maltodextrins and glucose and corn syrup solids.
The Company's starch-based products include both industrial and food grade
starches.
The Company supplies a broad range of customers in many industries. The
Company's most important customers are in the food and beverage, pharmaceutical,
paper products, corrugated and laminated paper, textile and brewing industries
and in the animal feed markets worldwide. The Company believes its customers
value its local approach to service.
BUSINESS STRATEGY
Corn Products International's vision is to be "Your local resource,
worldwide" to users of corn refined products. We plan on working toward
achieving our Vision by continuously focusing on our customers, by providing an
environment that attracts and retains competent and committed employees and by
seeking to implement the following closely linked strategies, pursuing our
"Strategize globally - Execute locally" approach:
- Continue to drive for leadership in delivered cost efficiency in the
markets we serve. Since ours is a cost-driven business, we intend to
continue implementing productivity improvements and cost-reduction efforts
at our factories. We expect to improve facility reliability with ongoing
preventative maintenance, and continue to drive down logistics, raw
material and supplies cost through a combination of local and corporate
strategic procurement. In the Sales, General and Administrative areas, we
plan on continuing to benchmark and analyze costs and processes to further
assure cost competitiveness.
- Maintain our product leadership positions - globally in dextrose, and
regionally in starch, high fructose corn syrup and glucose. We believe that
our ongoing expansion and product-quality investments position the Company
for continued sales growth. We intend to invest to satisfy future
profitable customer demand and to maintain our share position.
- In North America, our highest priority is to improve the U.S. business
profitability as we seek opportunities that broaden our market presence and
better utilize our infrastructure and existing facilities. We plan on
taking full advantage of our unique position in NAFTA as the only corn
refiner with facilities in all three NAFTA markets: Canada, Mexico and the
United States. We believe that our business should benefit from the
establishment of a joint marketing company, CornProductsMCP Sweeteners LLC,
with Minnesota Corn Processors, LLC to market and distribute sweeteners
supplied from both companies commencing in 2001. We expect that this
venture will ultimately strengthen our U.S. market position and provide
cost savings and synergies in our North American business. In anticipation
of another difficult year, we plan on focusing on our new business model
which includes realizing logistic synergies, changing our cost structure
and optimizing volume and product mix. We will continue to seek other
investment and alliance opportunities to strengthen this business.
- In South America, we intend to improve our solid business further by
achieving significant profit growth in this region with emphasis on our
Southern Cone of South America operations. In Asia and Africa, we plan to
expand within our current business geography and enter new markets through
acquisitions and alliances. In addition, we plan to evaluate major growth
investment opportunities within and outside our current reach and act on
those we judge to be clearly beneficial to long-term earnings growth. We
believe that this strategy will produce ongoing business expansion,
attractive profit growth and improving shareholder value.
- Evaluate other major growth investment opportunities in and outside our
current geographic and product portfolio reach. We plan to act on those
that we judge to be clearly beneficial to our long-term market position,
earnings growth and shareholder value.
PRODUCTS
The Company's sweetener products have grown to account for slightly more
than one half of net sales while starch products and co-products each account
for less than one quarter of net sales.
Sweetener Products. The Company's sweetener products represented
approximately 55 percent, 51 percent and 50 percent of the Company's net sales
for 2000, 1999 and 1998, respectively.
High Fructose Corn Syrup: The Company produces three types of high
fructose corn syrup: (i) HFCS-55, which is primarily used as a sweetener in
soft drinks made in the United States, Canada, Mexico and Japan; (ii)
HFCS-42, which is used as a sweetener in various consumer products such as
fruit-flavored beverages, yeast-raised breads, rolls, dough, ready-to-eat
cakes, yogurt and ice cream; and (iii) HFCS-90 which is used in specialty
and low calorie foods.
Glucose Corn Syrups: Corn syrups are fundamental ingredients in many
industrial products and are widely used in food products such as baked
goods, snack foods, beverages, canned fruits, condiments, candy and other
sweets, dairy products, ice cream, jams and jellies, prepared mixes and
table syrups. The Company offers corn syrups that are manufactured through
an ion exchange process, a method that creates the highest quality, purest
corn syrups.
High Maltose Corn Syrup: This special type of glucose syrup has a
unique carbohydrate profile, making it ideal for use as a source of
fermentable sugars in brewing beers. High maltose corn syrups are also used
in the production of confections, canning and some other food processing
applications.
Dextrose: The Company was granted the first U.S. patent for dextrose
in 1923. The Company currently produces dextrose products that are grouped
in three different categories - monohydrate, anhydrous and specialty.
Monohydrate dextrose is used across the food industry in many of the same
products as glucose corn syrups, especially in confectionery applications.
Anhydrous dextrose is used to make solutions for intravenous injection and
other pharmaceutical applications, as well as some specialty food
applications. Specialty dextrose products are used in a wide range of
applications, from confectionery tableting to dry mixes to carriers for
high intensity sweeteners. Dextrose also has a wide range of industrial
applications, including use in wall board and production of biodegradable
surfactants (surface agents), humectants (moisture agents), and as the base
for fermentation products including vitamins, organic acids, amino acids
and alcohol.
Maltodextrins and Glucose and Corn Syrup Solids: These products have a
multitude of food applications, including formulations where liquid corn
syrups cannot be used. Maltodextrins are resistant to browning, provide
excellent solubility, have a low hydroscopicity (do not retain moisture),
and are ideal for their carrier/bulking properties. Corn syrup solids have
a bland flavor, remain clear in solution, and are easy to handle and also
provide bluing properties.
Starch Products. Starch products represented approximately 21 percent, 22
percent and 25 percent of the Company's net sales for 2000, 1999 and 1998,
respectively. Starches are an important
component in a wide range of processed foods, where they are used particularly
as a thickener and binder. Cornstarch is also sold to cornstarch packers for
sale to consumers. Starches are also used in paper production to produce a
smooth surface for printed communications and to improve strength in today's
recycled papers. In the corrugating industry, starches are used to produce high
quality adhesives for the production of shipping containers, display board and
other corrugated applications. The textile industry has successfully used
starches for over a century to provide size and finishes for manufactured
products. Industrial starches are used in the production of construction
materials, adhesives, pharmaceuticals and cosmetics, as well as in mining, water
filtration and oil and gas drilling.
Co-Products and others. Co-products and others accounted for 24 percent, 27
percent and 25 percent of the Company's net sales for 2000, 1999 and 1998,
respectively. Refined corn oil is sold to packers of cooking oil and to
producers of margarine, salad dressings, shortening, mayonnaise and other foods.
Corn gluten feed is sold as animal feed. Corn gluten meal and steepwater are
sold as additives for animal feed. Enzymes are produced and marketed for a
variety of food and industrial applications.
OPERATIONS
The Company's North American consolidated operations, which include the
U.S., Canada and Mexico, operate 11 plants producing regular and modified
starches, dextrose, high fructose and high maltose corn syrups and corn syrup
solids, dextrins and maltodextrins, caramel color and sorbitol. The Company's
plant in Bedford Park, Illinois is a major supplier of starch and dextrose
products for the Company's U.S. and export customers. The Company's other U.S.
plants in Winston-Salem, North Carolina and Stockton, California enjoy strong
market shares in their local areas, as do the Company's Canadian plants in
Cardinal, London and Port Colborne, Ontario. The Company is the largest corn
refiner in Mexico and was first to produce HFCS-55 locally for sale to the
Mexican soft drink bottling industry, having completed an HFCS channel at the
San Juan Del Rio plant in 1997.
The Company is the largest corn refiner in South America, with leading
market shares in Chile, Brazil, Colombia and Argentina. Its South American
consolidated operations have 12 plants that produce regular, modified, waxy and
tapioca starches, high maltose and corn syrups, dextrins and maltodextrins,
dextrose, caramel color, sorbitol and vegetable adhesives.
The Company has additional subsidiaries in Kenya, South Korea, Malaysia and
Pakistan, which operate five additional plants. These operations produce
modified, regular, waxy and tapioca starches, dextrins, glucose, dextrose and
caramel color.
In addition to the operations in which it engages directly, the Company has
strategic alliances through technical license agreements with companies in
India, Thailand, South Africa, Zimbabwe, Serbia and Venezuela. As a group, the
Company's strategic alliance partners produce high fructose, glucose and high
maltose syrups (both corn and tapioca), regular, modified, waxy and tapioca
starches, dextrose and dextrins, maltodextrins and caramel color. These products
have leading market positions in many of their target markets.
COMPETITION
The corn refining industry is highly competitive. Most of the Company's
products are viewed as
commodities that compete with virtually identical products and derivatives
manufactured by other companies in the industry. The U.S. is a particularly
competitive market with participation by eleven corn refiners. Competitors
include ADM Corn Processing Division ("ADM") (a division of Archer Daniels
Midland Company), Cargill, A.E. Staley Manufacturing Co. ("Staley") (a
subsidiary of Tate & Lyle, PLC) and National Starch and Chemical Company
("National Starch") (a subsidiary of Imperial Chemicals Industries plc). Mexico
and Canada face competition from US imports and local production including
ALMEX, a Mexican joint venture between ADM and Staley. In South America, Cargill
and National Starch have corn-refining operations in Brazil. Other local corn
refiners also operate in many of our markets. Competition within markets is
largely based on price, quality and product availability.
Several of the Company's products also compete with products made from raw
materials other than corn. High fructose corn syrup and monohydrate dextrose
compete principally with cane and beet sugar products. Co-products such as corn
oil and gluten meal compete with products of the corn dry milling industry and
with soybean oil, soybean meal and others. Fluctuations in prices of these
competing products may affect prices of, and profits derived from, the Company's
products.
CUSTOMERS
The Company supplies a broad range of customers in over 60 industries.
Approximately 22 percent of the Company's 2000 net sales were to companies
engaged in the processed foods industry and approximately 19 percent of the
Company's 2000 net sales were to companies engaged in the soft drink industry.
Additionally, approximately 10 percent of the Company's 2000 net sales were to
companies engaged in the brewing industry.
RAW MATERIALS
The basic raw material of the corn refining industry is yellow dent corn.
In the United States, the corn refining industry processes about 10 percent to
15 percent of the annual U.S. corn crop. The supply of corn in the United States
has been, and is anticipated to continue to be, adequate for the Company's
domestic needs. The price of corn, which is determined by reference to prices on
the Chicago Board of Trade, fluctuates as a result of three primary supply
factors -- farmer planting decisions, climate and government policies -- and
three major market demand factors -- livestock feeding, shortages or surpluses
of world grain supplies and domestic and foreign government policies and trade
agreements.
Corn is also grown in other areas of the world, including Canada, South
Africa, Argentina, Brazil, China and Australia. The Company's affiliates outside
the United States utilize both local supplies of corn and corn imported from
other geographic areas, including the United States. The supply of corn for
these affiliates is also generally expected to be adequate for the Company's
needs. Corn prices for the Company's non-U.S. affiliates generally fluctuate as
a result of the same factors that affect U.S. corn prices.
Due to the competitive nature of the corn refining industry and the
availability of substitute products not produced from corn, such as sugar from
cane or beet, end product prices may not necessarily fluctuate in relation to
raw material costs of corn.
Approximately 50 percent of the Company's starch and refinery products are
sold at prices established in supply contracts lasting for periods of up to one
year. The remainder of the Company's starch and refinery products is not sold
under firm pricing arrangements and actual pricing for those products is
affected by the cost of corn at the time of production and sale.
The Company follows a policy of hedging its exposure to commodity
fluctuations with commodities futures contracts for certain of its North
American corn purchases. All firm priced business is hedged when contracted.
Other business may or may not be hedged at any given time based on management's
judgment as to the need to fix the costs of its raw materials to protect the
Company's profitability. Realized gains and losses arising from such hedging
transactions are considered an integral part of the cost of those commodities
and are included in the cost when purchased. See Registrant's "Management's
Discussion and Analysis" section on "Risk and Uncertainties - Commodity costs"
included herewith as part of Exhibit 13.1.
GEOGRAPHIC SCOPE
The Company operates domestically and internationally in one business
segment, corn refining. The Company has wholly owned operations in North
America, South America, Asia and Africa, as well as joint venture interests and
licensing and technical agreements. In 2000, approximately 62 percent of the
Company's net sales were derived from operations in North America and 38 percent
from operations in other geographic areas, primarily South America (representing
approximately 65 percent of sales of other geographic areas). See Note 13 of
Notes to Consolidated Financial Statements for certain financial information
with respect to geographic areas.
RESEARCH AND DEVELOPMENT
The Company's product development activity is focused on developing product
applications for identified customer and market needs. Through this approach,
the Company has developed value-added products for use in the corrugated paper,
food, textile, baking and confectionery industries. The Company usually
collaborates with customers to develop the desired product application either in
the customers' facilities, the Company's technical service laboratories or on a
contract basis. The Company's marketing, product technology and technology
support staff devote a substantial portion of their time to these efforts.
Product development is enhanced through technology transfers pursuant to
existing licensing arrangements.
SALES AND DISTRIBUTION
Salaried sales personnel, who are generally dedicated to customers in a
geographic region, sell the Company's products directly to manufacturers and
distributors. In addition, the Company has a staff that provides technical
support to the sales personnel on an industry basis. Commencing in 2001, in the
United States the Company began selling and distributing sweeteners through a
joint marketing company, CornProductsMCP Sweeteners LLC, a company in which it
has a 50 percent ownership interest. The Company generally utilizes contract
truck drivers to deliver bulk products to customer destinations but also has
some of its own trucks for product delivery. In North America, the trucks
generally ship to nearby customers. For those customers located considerable
distances from Company plants, a combination of railcars and trucks is used to
deliver product. Railcars are generally leased for terms of five to fifteen
years.
PATENTS, TRADEMARKS AND TECHNICAL LICENSE AGREEMENTS
The Company owns a number of patents, which relate to a variety of products
and processes, and
a number of established trademarks under which the Company markets such
products. The Company also has the right to use certain other patents and
trademarks pursuant to patent and trademark licenses. The Company does not
believe that any individual patent or trademark is material. There is not
currently any pending challenge to the use or registration of any of the
Company's significant patents or trademarks that would have a material adverse
impact on the Company or its results of operations.
The Company is a party to several technical license agreements with third
parties in other countries whereby the Company provides technical, management
and business advice on the operations of corn refining businesses and receives
royalties in return. These arrangements provide the Company with product
penetration in the various countries in which they exist, as well as experience
and relationships that could facilitate future expansion. The duration of the
agreements ranges from one to ten years or longer, and many of these
relationships have been in place for many years. These agreements in the
aggregate provide approximately $2 million of annual revenue to the Company.
EMPLOYEES
As of December 31, 2000, the Company had approximately 6,000 employees, of
which approximately 900 were located in the U.S. Approximately 35 percent of
U.S. and 63 percent of non-U.S. employees are unionized. The Company believes
its union and non-union employee relations are good.
GOVERNMENT REGULATION AND ENVIRONMENTAL MATTERS
As a manufacturer and maker of food items and items for use in the
pharmaceutical industry, the Company's operations and the use of many Company
products are subject to various U.S., state, foreign and local statutes and
regulations, including the Federal Food, Drug and Cosmetic Act and the
Occupational Safety and Health Act, and to regulation by various government
agencies, including the United States Food and Drug Administration, which
prescribe requirements and establish standards for product quality, purity and
labeling. The finding of a failure to comply with one or more regulatory
requirements can result in a variety of sanctions, including monetary fines. The
Company may also be required to comply with U.S., state, foreign and local laws
regulating food handling and storage. The Company believes these laws and
regulations have not negatively affected its competitive position.
The operations of the Company are also subject to various U.S., state,
foreign and local laws and regulations with respect to environmental matters,
including air and water quality and underground fuel storage tanks, and other
regulations intended to protect public health and the environment. The Company
believes it is in material compliance with all such applicable laws and
regulations. Based upon current laws and regulations and the interpretations
thereof, the Company does not expect that the costs of future environmental
compliance will be a material expense, although there can be no assurance that
the Company will remain in compliance or that the costs of remaining in
compliance will not have a material adverse effect on the Company's financial
condition and results of operations.
The Company currently anticipates that it may spend an immaterial amount in
fiscal 2001 for environmental control equipment to be incorporated into existing
facilities and in planned construction projects. This equipment is intended to
enable the Company to continue its policy of compliance with existing
environmental laws and regulations. Under the U.S. Clean Air Act Amendments of
1990, air toxin regulations will be promulgated for a number of industry source
categories. The U.S. Environmental Protection Agency's regulatory timetable
specifies the promulgation of standards for vegetable oil production during the
year 2001 and for industrial boilers in the year 2002. At that time, the
Company's U.S. facilities may require additional pollution control devices to
meet these standards. Currently, the Company can not accurately estimate the
ultimate financial impact of the standards.
EXECUTIVE OFFICERS OF THE COMPANY
Set forth below are the names and ages of all executive officers of the
Company, indicating their positions and offices with the Company.
Name Age All positions and offices with the Company
---- --- ------------------------------------------
Konrad Schlatter 65 Formerly Chairman and Chief Executive Officer of
Corn Products from 1997 until his retirement
effective January 31, 2001. Prior thereto, Mr.
Schlatter served as Senior Vice President of
Bestfoods from 1990 to 1997 and Chief Financial
Officer of Bestfoods from 1993 to 1997.
Samuel C. Scott III 56 Chairman and Chief Executive Officer of Corn
Products since February 2001 and President of Corn
Products since 1997. Mr. Scott also served as
Chief Operating Officer of Corn Products from 1997
through January 2001. Prior thereto, he served as
President of Bestfoods' worldwide Corn Refining
Business from 1995 to 1997 and was President of
Bestfoods' North American Corn Refining Business
from 1989 to 1997. He was elected a Vice President
of Bestfoods in 1991. Mr. Scott is a director of
Motorola, Inc. and Russell Reynolds Associates.
Cheryl K. Beebe 45 Vice President since 1999 and Treasurer of Corn
Products since 1997. Ms. Beebe served as Director
of Finance and Planning for the Bestfoods Corn
Refining Business worldwide from 1995 to 1997 and
as Director of Financial Analysis and Planning for
Corn Products North America from 1993. Ms. Beebe
joined Bestfoods in 1980 and served in various
financial positions in Bestfoods.
Marcia E. Doane 59 Vice President, General Counsel and Corporate
Secretary of Corn Products since 1997. Ms. Doane
served as Vice President, Legal and Regulatory
Affairs of the Corn Products Division of Bestfoods
from 1996 to 1997. Prior thereto, she served as
Counsel to the Corn Products Division from 1994 to
1996. Ms. Doane joined Bestfoods' legal department
in 1989 as Operations Attorney for the Corn
Products Division.
Jorge L. Fiamenghi 45 Vice President and President of the South America
Division of Corn Products since 1999. Mr. Fiamenghi
served as President and General Manager Corn
Products Brazil from 1996 to 1999. Mr. Fiamenghi
was General Manager for the Bestfoods Corn Refining
affiliate in Argentina beginning in 1991. Prior
thereto, he was Financial and Planning Director for
the Bestfoods South American Corn Refining division
from 1989 to 1991 and served as Financial and
Administrative Manager for the Bestfoods Corn
Refining division in Mexico beginning in 1987. Mr.
Fiamenghi joined Bestfoods in 1971 and served in
various financial and planning positions in
Bestfoods.
Jack C. Fortnum 44 Vice President since 1999 and Controller of Corn
Products since 1997. Mr. Fortnum served as the
Vice President of Finance for Refineries de Maize,
Bestfoods' Argentine subsidiary, from 1995 to
1997, as the Director of Finance and Planning for
Bestfoods Latin America Corn Refining Division
from 1993 to 1995, and as the Vice President and
Comptroller of Canada Starch Operating Company
Inc., the Canadian subsidiary of Bestfoods, and
Vice President of Finance of the Canadian Corn
Refining Business from 1989.
Jeffrey B. Hebble 45 Vice President since 2000 and President of the
Asia/Africa Division of Corn Products since
February 2001. Prior thereto, Mr. Hebble served
as Vice President of the Asia and Africa Division
since 1998. Mr. Hebble joined Bestfoods in 1986
and served in various positions in the Corn
Products Division and in Stamford Food
Industries, a Corn Products subsidiary in
Malaysia.
James J. Hirchak 46 Vice President - Human Resources of Corn Products
since 1997. Mr. Hirchak joined Bestfoods in 1976
and held various Human
Resources positions in Bestfoods until 1984, when
he joined Bestfoods' Corn Products Division. In
1987, Mr. Hirchak was appointed Director, Human
Resources for Corn Products' North American
operations and he served as Vice President, Human
Resources for the Corn Products Division from 1992
to 1997.
Frank J. Kocun 58 Formerly Vice President and President,
Asia/Africa Division (formerly known as
Cooperative Management Group) of Corn Products
from 1997 until his retirement effective January
31, 2001. Mr. Kocun served as President of the
Cooperative Management Group of the Corn Products
Division of Bestfoods from 1991 to 1997 and as
Vice President of the Cooperative Management
Group from 1985. Mr. Kocun joined Bestfoods in
1968 and served in various executive positions in
the Corn Products Division and in Penick
Corporation, a Bestfoods subsidiary.
Michael R. Pyatt 53 Vice President and President Corn Products
U.S.-Canadian Region since 1997. Mr. Pyatt served
as Chairman, President and Chief Executive Officer
of Canada Starch Operating Company Inc., a
Bestfoods subsidiary, from 1994 to 1997 and as
President of the Canadian business of Bestfoods'
Corn Products Division, Vice Chairman of Canada
Starch and as a Vice President of the Corn
Products Division since 1992. Mr. Pyatt joined
Bestfoods in 1982 and served in various sales and
marketing positions in its Canadian business.
James W. Ripley 57 Vice President - Finance and Chief Financial
Officer of Corn Products since 1997. Mr. Ripley
served as Comptroller of Bestfoods from 1995 to
1997. Prior thereto, he served as Vice President
of Finance for Bestfoods' North American Corn
Refining Division from 1984 to 1995. Mr. Ripley
joined Bestfoods in 1968 as chief international
accountant, and subsequently served as Bestfoods'
Assistant Corporate Comptroller, Corporate General
Audit Coordinator and Assistant Comptroller for
Bestfoods' European Consumer Foods Division.
Richard M. Vandervoort 57 Vice President -Strategic Business Development and
Investor Relations of Corn Products since 1998.
Mr. Vandervoort has served as Vice President -
Business Development and Procurement, Corn
Products International North American Division
from 1997 to 1998. Prior thereto, he served as
Vice President - Business Management and Marketing
for Bestfoods' Corn Products Division from 1989 to
1997. Mr. Vandervoort joined Bestfoods in 1971
and served in various executive sales positions in
Bestfoods' Corn Products Division and in
Peterson/Puritan Inc., a Bestfoods subsidiary.
ITEM 2. PROPERTIES
The Company operates, directly and through its subsidiaries, 28
manufacturing facilities, 27 of which are owned and one of which is leased
(Jundiai, Brazil). In addition, the Company owns its corporate headquarters in
Bedford Park, Illinois. The following list details the location of the Company's
manufacturing facilities:
U.S. South America
---- -------------
Stockton, California Baradero, Argentina
Bedford Park, Illinois Chacabuco, Argentina
Winston-Salem, North Carolina Balsa Nova, Brazil
Beloit, Wisconsin Cabo, Brazil
Jundiai, Brazil
Mogi-Guacu, Brazil
Conchal, Brazil
Canada Llay-Llay, Chile
------ Barranquilla, Colombia
Cardinal, Ontario Cali, Colombia
London, Ontario Medellin, Colombia
Port Colborne, Ontario Guayaquil, Ecuador
Asia
Africa ----
------- Petaling Jaya, Malaysia
Eldoret, Kenya Faisalabad, Pakistan
Inchon, South Korea
Ichon, South Korea
Mexico
------
San Juan del Rio
Guadalajara (2 plants)
Mexico City
While the Company has achieved high capacity utilization, the Company
believes its manufacturing facilities are sufficient to meet its current
production needs. The Company has preventive maintenance and de-bottlenecking
programs designed to further improve grind capacity and facility reliability.
The Company has electricity co-generation facilities at all of its U.S. and
Canadian plants, as well as at its plants in San Juan del Rio, Mexico, Baradero,
Argentina and Faisalabad, Pakistan, that provide electricity at a lower cost
than is available from third parties. The Company generally owns and operates
such co-generation facilities itself, but has two large facilities at its
Stockton, California and Cardinal, Ontario locations that are owned by, and
operated pursuant to, co-generation agreements with third parties.
The Company believes it has competitive, up-to-date and cost-effective
facilities. In recent years, significant capital expenditures have been made to
update, expand and improve the Company's facilities, averaging in excess of $135
million per year for the last five years. Capital investments have included the
rebuilding of the Company's plants in Cali, Colombia and Baradero, Argentina; an
expansion of both grind capacity and dextrose production capacity at the
Company's Argo facility in Bedford Park, Illinois and Baradero, Argentina; entry
into the high maltose corn syrup business in Brazil, Colombia and Argentina;
entry into the HFCS business in Argentina and the installation of energy
co-generation facilities in Canada. In addition, prior to the Company's
acquisition of Arancia-CPC, the Mexican business completed a major expansion of
the San Juan del Rio plant to produce HFCS. The Company believes these capital
expenditures will allow the Company to operate highly efficient facilities for
the foreseeable future with further annual capital expenditures that are in line
with historical averages.
ITEM 3. LEGAL PROCEEDINGS
Under the terms of the agreements relating to the spin-off of the Company
from Bestfoods, the Company agreed to indemnify Bestfoods for certain
liabilities relating to the operation of the Corn Refining Business prior to the
spin-off, including liabilities relating to the antitrust legal proceedings
described below.
In July 1995, Bestfoods received a federal grand jury subpoena in
connection with an investigation by the Antitrust Division of the U.S.
Department of Justice of U.S. corn refiners regarding the marketing of high
fructose corn syrup and other "food additives" (the investigation of Bestfoods
relates only to high fructose corn syrup). Bestfoods has produced the documents
sought by the Justice Department and the federal grand jury has since been
disbanded. Bestfoods, as a high fructose corn syrup producer, was also named as
one of the defendants in a number of private treble damage class actions, by
direct and indirect customers, and one individual action, alleging violations of
federal and state antitrust laws. Following the certification of the
consolidated federal class actions, Bestfoods entered into
settlements of the federal claims and the one individual action. Bestfoods
remains a party to the state law actions filed in Alabama, California, the
District of Columbia, West Virginia and Kansas, each of which was filed in 1995
or 1996. The amount of damages claimed in the various pending state law actions
is either unspecified or stated as not exceeding $50,000 per claimant.
The Company was named as a defendant in a lawsuit filed on January 24,
2000, in the Supreme Court of the State of New York, County of New York, by
Indopco, Inc. d/b/a/ National Starch and Chemical Company ("National Starch").
Also named as defendants were the Company's majority-owned subsidiary, Arancia
Corn Products, S.A. de C.V. ("Arancia Corn Products"), and Araten, S.A. de C.V.
("Araten") and Promociones Industriales Aralia, S.A. de C.V. ("Aralia"),
companies which the complaint alleged are controlled by the family of Ignacio
Aranguren-Castiello, a member of Corn Products Board of Directors. In addition
to the claims brought only against Araten and Aralia, the complaint alleged that
by inducing certain companies controlled by the Aranguren family ("Aranguren
Companies") to enter into various agreements, the Company tortiously interfered
with a joint venture agreement that was originally between National Starch and
Aranguren y Cia. The complaint also alleged that the Company aided and abetted
the Aranguren Companies in a breach of fiduciary duty to National Starch and
conspired with the Aranguren Companies to deprive National Starch of its rights
under the joint venture agreement. The complaint further sought a declaratory
judgement concerning the defendants' obligation to deliver raw starch pursuant
to a Supply Agreement between the joint venture and Arancia Corn Products. In
addition to declaratory and injunctive relief, the complaint sought compensatory
damages of $50 million and punitive damages of at least $50 million. The Company
defended this matter vigorously and, based upon a settlement reached among the
other parties involved in the proceeding, the lawsuit was terminated with
prejudice upon the filing with the court of a Stipulation of Discontinuance on
January 19, 2001.
The Company is currently subject to various other claims and suits arising
in the ordinary course of business, including certain environmental proceedings.
The Company does not believe that the results of such legal proceedings, even if
unfavorable to the Company, will be material to the Company. There can be no
assurance, however, that any claims or suits arising in the future, whether
taken individually or in the aggregate, will not have a material adverse effect
on the Company's financial condition or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter ended December
31, 2000.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Shares of Corn Product's Common Stock are traded on the New York Stock
Exchange ("NYSE") under the ticker symbol "CPO." The range of the NYSE reported
high, low and closing market prices of the Company's Common Stock, holders of
record and quarterly dividends are incorporated by reference from Exhibit 13.1
filed herewith, section entitled "Supplemental Financial Information."
The Company's policy is to pay a modest dividend. The amount and timing of
the dividend payment, if any, is based on a number of factors including
estimated earnings, financial position and cash flow. The payment of a dividend
is solely at the discretion of the Company's Board of Directors. It is subject
to the Company's financial results and the availability of surplus funds to pay
dividends.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated by reference from the Registrant's Consolidated Financial
Statements filed herewith as part of Exhibit 13.1, section entitled
"Supplemental Financial Information."
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Incorporated by reference from Exhibit 13.1 filed herewith, section
entitled "Management's Discussion and Analysis."
ITEM 7A. QUALITATIVE & QUANTITATIVE RISKS
Incorporated by reference from Exhibit 13.1 filed herewith, section
entitled "Management's Discussion and Analysis - Risk and Uncertainties."
INTERNATIONAL OPERATIONS AND FOREIGN EXCHANGE. For more than 70 years, the
Company has operated a multinational business subject to the risks inherent in
operating in foreign countries and with foreign currencies. The Company's US
Dollar denominated results are subject to foreign exchange fluctuations, and its
non-US operations are subject to political, economic and other risks.
The Company primarily sells world commodities and, therefore, believes that
local prices will adjust relatively quickly to offset the effect of a local
devaluation. The Company generally does not enter into foreign currency hedging
transactions. The Company's policy is to hedge commercial transactions and
certain liabilities that are denominated in a currency other than the currency
of the operating unit entering into the underlying transaction.
UNCERTAIN ABILITY TO GENERATE ADEQUATE FINANCIAL PERFORMANCE. The Company's
ability to generate operating income and to increase profitability depends to a
large extent upon its ability to price finished products at a level that will
cover manufacturing and raw material costs and provide a profit margin. The
Company's ability to maintain appropriate price levels is determined by a number
of factors largely beyond the Company's control, such as aggregate industry
supply and market demand, which may vary from time to time and by the geographic
region of the Company's operations.
UNCERTAIN ABILITY TO CONTAIN COSTS OR TO FUND CAPITAL EXPENDITURES. The
Company's future profitability and growth also depends on the Company's ability
to contain operating costs and per-unit product costs, to maintain and/or
implement effective cost control programs and to develop successfully
value-added products and new product applications, while at the same time
maintaining competitive pricing and superior quality products, customer service
and support. The Company's ability to maintain a competitive cost structure
depends on continued containment of manufacturing, delivery and administrative
costs as well as the implementation of cost-effective purchasing programs for
raw materials, energy and related manufacturing requirements. The Company plans
to focus capital
expenditures on implementing productivity improvements and, if supported by
profitable customer demand, expand the production capacity of its facilities.
The Company may need additional funds for working capital as the Company grows
and expands its operations. To the extent possible, the Company expects to fund
its capital expenditures from operating cash flow. If the Company's operating
cash flow is insufficient to fund such expenditures, the Company may either
reduce its capital expenditures or utilize certain general credit facilities.
The Company may also seek to generate additional liquidity through the sale of
debt or equity securities in private or public markets or through the sale of
non-productive assets. The Company cannot provide any assurance that cash flow
from operations will be sufficient to fund anticipated capital expenditures or
that additional funds can be obtained from financial markets or from the sale of
assets at terms favorable to the Company. If the Company is unable to generate
sufficient cash flows or raise sufficient additional funds to fund capital
expenditures, it may not be able to achieve its desired operating efficiencies
and expansion plans, which may adversely impact the Company's competitiveness
and, therefore, its results of operations.
INTEREST RATE EXPOSURE. Approximately 30 percent of the Company's
borrowings are long-term fixed rate notes. Of the remaining 70 percent of the
Company's borrowings, approximately 30 percent are short-term credit facilities
with floating interest rates and 40 percent are long-term loans with variable
interest rates primarily tied to LIBOR. Should short-term rates change, this
could affect our interest costs.
At December 31, 2000 and 1999, the carrying and fair value of long-term
debt, including the current portion, were as follows:
2000 1999
--------------------------------- ---------------------------
(in millions) Carrying value Fair value Carrying value Fair value
--------------------------------- ---------------------------
US revolving credit facility, due 2002 $ 209 $ 209 $ -- $ --
8.45% senior notes, due 2009 200 184 200 196
Canadian term loans 27 27 -- --
Mexican Import Credit Facility, due 2001 at LIBOR + 1.75% 40 40 40 40
Mexican Import Credit Facility, due 2007 at LIBOR + 3.30% -- -- 60 60
Mexican Export Credit Facility, due 2000 at LIBOR + 1.49% -- -- 24 24
Other, due in varying amounts through 2007, fixed and
floating interest rates ranging from 6.57% - 21.37%
48 48 57 57
----------------------------------------------------------------------------------------------------------------------------------
Total $ 524 $ 508 $ 381 $377
COMPETITION; EXPANDING INDUSTRY CAPACITY. The Company operates in a highly
competitive environment. Almost all of the Company's products compete with
virtually identical or similar products manufactured by other companies in the
corn refining industry. In the United States, there are ten other corn refiners,
several of which are divisions of larger enterprises that have greater financial
resources and some of which, unlike the Company, have vertically integrated
their corn refining and other operations. Many of the Company's products also
compete with products made from raw materials other than corn. Fluctuation in
prices of these competing products may affect prices of, and profits derived
from, the Company's products. Competition within markets is largely based on
price, quality and product availability.
PRICE VOLATILITY AND UNCERTAIN AVAILABILITY OF CORN. Corn purchasing costs,
which include the price of the corn plus delivery cost, vary between 40 percent
and 65 percent of the Company's product
costs. The price and availability of corn is influenced by economic and
industry conditions, including supply and demand factors such as crop disease
and severe weather conditions such as drought, floods or frost, that are
difficult to anticipate and cannot be controlled by the Company. In addition,
government programs supporting sugar prices indirectly impact the price of corn
sweeteners, especially high fructose corn syrup. The Company cannot assure that
it will be able to purchase corn at prices that it can adequately pass on to
customers or in quantities sufficient to sustain or increase its profitability.
COMMODITY COSTS. The Company's finished products are made primarily from
corn. Purchased corn accounts for 40 percent to 65 percent of finished product
costs. In North America, the Company sells a large portion of finished product
at firm prices established in supply contracts lasting for periods of up to one
year. In order to minimize the effect of volatility in the cost of corn related
to these firm-priced supply contracts, the Company enters into corn futures
contracts, or takes hedging positions in the corn futures market. From time to
time, the Company may also enter into anticipatory hedges. These contracts
typically mature within one year. At expiration, the Company settles the
derivative contracts at a net amount equal to the difference between the
then-current price of corn and the fixed contract price. While these hedging
instruments are subject to fluctuations in value, changes in the value of the
underlying exposures the Company is hedging generally offset such fluctuations.
While the corn futures contracts or hedging positions are intended to minimize
the volatility of corn costs on operating profits, occasionally the hedging
activity can result in losses, some of which may be material. In the Rest of
World, sales of finished product under long-term, firm-priced supply contracts
are not material.
As the Company's hedging instruments generally relate to contracted
firm-priced business, and based on the Company's overall commodity hedge
exposure at December 31, 2000, a hypothetical 10 percent change in market rates
applied to the fair value of the instruments would have no material impact on
the Company's earnings, cash flows, financial position or fair value of
commodity price and risk-sensitive instruments over a one-year period.
Energy costs for the Company represent a significant portion of its
operating costs. The primary use of energy is to create steam in the production
process and in dryers to dry product. The forms of energy we consume are coal,
natural gas and fuel oil. The market prices for these commodities vary depending
on supply and demand, world economies and other factors. The Company purchases
these commodities based on its anticipated usage and the future outlook for
these costs. The Company cannot assure that it will be able to purchase these
commodities at prices that it can adequately pass on to customers to sustain or
increase profitability.
VOLATILITY OF MARKETS. The market price for the common stock of the Company
may be significantly affected by factors such as the announcement of new
products or services by the Company or its competitors; technological innovation
by the Company, its competitors or other vendors; quarterly variations in the
Company's operating results or the operating results of the Company's
competitors; general conditions in the Company's and its customers' markets;
changes in the earnings estimates by analysts or reported results that vary
materially from such estimates. In addition, the stock market has experienced
significant price fluctuations that have affected the market prices of equity
securities of many companies that have been unrelated to the operating
performance of any individual company. These broad market fluctuations may
materially and adversely affect the market price of the Company's common stock.
UNCERTAINTY OF DIVIDENDS. The payment of dividends is at the discretion of
the Company's Board of Directors and will be subject to the Company's financial
results and the availability of surplus funds to pay dividends. No assurance can
be given that the Company will continue to pay dividends.
CERTAIN ANTI-TAKEOVER EFFECTS. Certain provisions of the Company's Amended
and Restated Certificate of Incorporation (the "Corn Products Charter") and the
Company's By-laws (the "Corn Products By-Laws") and of the Delaware General
Corporation Law (the "DGCL") may have the effect of delaying, deterring or
preventing a change in control of the Company not approved by the Company's
Board. These provisions include (i) a classified Board of Directors, (ii) a
requirement of the unanimous consent of all stockholders for action to be taken
without a meeting, (iii) a requirement that special meetings of stockholders be
called only by the Chairman of the Board or the Board of Directors, (iv) advance
notice requirements for stockholder proposals and nominations, (v) limitations
on the ability of stockholders to amend, alter or repeal the Company's By-laws
and certain provisions of the Corn Products Charter, (vi) authorization for the
Company's Board to issue without stockholder approval preferred stock with such
terms as the Board of Directors may determine and (vii) authorization for the
Corn Products Board to consider the interests of creditors, customers, employees
and other constituencies of the Company and its subsidiaries and the effect upon
communities in which the Company and its subsidiaries do business, in evaluating
proposed corporate transactions. With certain exceptions, Section 203 of the
DGCL ("Section 203") imposes certain restrictions on mergers and other business
combinations between the Company and any holder of 15 percent or more of the
Company's Common Stock. In addition, the Company has adopted a stockholder
rights plan (the "Rights Plan"). The Rights Plan is designed to protect
stockholders in the event of an unsolicited offer and other takeover tactics,
which, in the opinion of the Company's Board, could impair the Company's ability
to represent stockholder interests. The provisions of the Rights Plan may render
an unsolicited takeover of the Company more difficult or less likely to occur or
might prevent such a takeover.
These provisions of the Corn Products Charter and Corn Products By-laws,
the DGCL and the Rights Plan could discourage potential acquisition proposals
and could delay or prevent a change in control of the Company, although such
proposals, if made, might be considered desirable by a majority of the Company's
stockholders. Such provisions could also make it more difficult for third
parties to remove and replace the members of the Company's Board. Moreover,
these provisions could diminish the opportunities for a stockholder to
participate in certain tender offers, including tender offers at prices above
the then-current market value of the Company's Common Stock, and may also
inhibit increases in the market price of the Company's Common Stock that could
result from takeover attempts or speculation.
LIMITED RELEVANCE OF HISTORICAL FINANCIAL INFORMATION. The Company's
historical financial information may not necessarily reflect the results of
operations, financial position and cash flows of the Company in the future.
RELIANCE ON MAJOR CUSTOMERS. A substantial portion of the Company's 2000
worldwide sales were made to companies engaged in the processed foods industry
and the soft drink industry. If the Company's processed foods customers or soft
drink customers were to substantially decrease their purchases, the business of
the Company might be materially adversely affected.
FORWARD LOOKING STATEMENTS
This annual report contains forward-looking statements concerning the Company's
financial position, business and future earnings and prospects, in addition to
other statements using words such as "anticipate," "believe," "plan,"
"estimate," "expect," "intend" and other similar expressions. These statements
contain certain inherent risks and uncertainties. Although we believe our
expectations reflected in these forward-looking statements are based on
reasonable assumptions, stockholders are cautioned that no assurance can be
given that our expectations will prove correct. Actual results and developments
may differ materially from the expectations conveyed in these statements, based
on factors such as the following: fluctuations in worldwide commodities markets
and the associated risks of hedging against such fluctuations; fluctuations in
aggregate industry supply and market demand; general economic, business, market
and weather conditions in the various geographic regions and countries in which
we manufacture and sell our products, including fluctuations in the value of
local currencies, energy costs and availability and changes in regulatory
controls regarding quotas, tariffs and biotechnology issues; and increased
competitive and/or customer pressure in the corn refining industry. Our
forward-looking statements speak only as of the date on which they are made and
we do not undertake any obligation to update any forward-looking statement to
reflect events or circumstances after the date of the statement. If we do update
or correct one or more of these statements, investors and others should not
conclude that we will make additional updates or corrections. For a further
description of risk factors, see the Company's most recently filed Annual Report
on Form 10-K and subsequent reports on Forms 10-Q or 8-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated by reference from Exhibit 13.1 filed herewith, sections
entitled "Report of Management," "Report of Independent Auditors," "Financial
Statements" and "Supplemental Financial Information."
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information contained under the headings "Board of Directors," "Matters
To Be Acted Upon - Election of Directors" and "Section 16(a) Beneficial
Ownership Reporting Compliance" in the Company's definitive proxy statement for
the Company's 2001 Annual Meeting of Stockholders (the "Proxy Statement") and
the information contained under the heading "Executive Officers of the Company"
in Item 1 hereof is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information contained under the heading "Executive Compensation" in
the Proxy Statement is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information contained under the heading "Security Ownership of Certain
Beneficial Owners and Management" in the Proxy Statement is incorporated herein
by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information contained under the heading "Certain Relationships and
Related Transactions" in the Proxy Statement is incorporated herein by
reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
Item 14(a)(1) Consolidated Financial Statements and Schedules
Incorporated by reference from Exhibit 13.1 filed herewith, sections
entitled "Report by Management," "Report of Independent Auditors," "Financial
Statements" and "Supplemental Financial Information."
Item 14(a)(2) Financial Statement Schedules
All financial statement schedules have been omitted because the information
either is not required or is otherwise included in the financial statements and
notes thereto.
Item 14(a)(3) Exhibits
The Exhibits set forth in the accompanying Exhibit Index are filed as a
part of this report. The following is a list of each management contract or
compensatory plan or arrangement required to be filed as an Exhibit to this
report:
Exhibit Number
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
Item 14(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the quarter
ended December 31, 2000.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 21st day of
December, 2001.
CORN PRODUCTS INTERNATIONAL, INC.
By: /s/ Samuel C. Scott
--------------------------------
Samuel C. Scott III
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant, in the capacities indicated and on the 21st day of December, 2001.
Signature Title
--------- -----
/s/ Samuel C. Scott Chairman, President and Chief
----------------------------- Executive Officer
Samuel C. Scott III
/s/ James W. Ripley Chief Financial Officer and
---------------------------- Principal Accounting Officer
James W. Ripley
*Ignacio Aranguren-Castiello Director
----------------------------
Ignacio Aranguren-Castiello
*Alfred C. DeCrane, Jr. Director
----------------------------
Alfred C. DeCrane, Jr.
*Guenther E. Greiner Director
----------------------------
Guenther E. Greiner
*Ronald M. Gross Director
----------------------------
Ronald M. Gross
*Karen L. Hendricks Director
----------------------------
Karen L. Hendricks
*Richard G. Holder Director
----------------------------
Richard G. Holder
*Bernard H. Kastory Director
----------------------------
Bernard H. Kastory
*William S. Norman Director
----------------------------
William S. Norman
*Konrad Schlatter Director
----------------------------
Konrad Schlatter
*Clifford B. Storms Director
----------------------------
Clifford B. Storms
*By: /s/ Marcia E. Doane
----------------------------
Marcia E. Doane
Attorney-in-fact
(Being the principal executive officer, the principal financial and accounting
officer and a majority of the directors of Corn Products International, Inc.)
EXHIBIT NO. DESCRIPTION
2.1** Distribution Agreement dated December 1, 1997, between the
Company and Bestfoods
3.1** Amended and Restated Certificate of Incorporation of the
Company, filed as Exhibit 3.1 to the Company's Registration
Statement on Form 10, File No. 1-13397
3.2* Amended By-Laws of the Company, filed as Exhibit 3.ii to the
Company's quarterly report on Form 10-Q for the quarter ended
September 30, 2000, File No. 1-13397
4.1** Rights Agreement dated November 19, 1997 between the Company and
First Chicago Trust Company of New York, filed as Exhibit 1 to
the Company's Registration Statement on Form 8-Al2B, File No.
1-13397
4.2** Certificate of Designation for the Company's Series A Junior
Participating Preferred Stock, filed as Exhibit 1 to the
Company's Registration Statement on Form 8-Al2B, File No. 1-13397
4.3** 5-Year Revolving Credit Agreement dated December 17, 1997 among
the Company and the agents and banks named therein
4.4* Indenture Agreement dated as of August 18, 1999 between the
Company and The Bank of New York, as Trustee, filed on August 27,
1999 as Exhibit 4.1 to the Company's current report on Form 8-K,
File No. 1-13397
10.1** Master Supply Agreement dated January 1, 1998 between the
Company and Bestfoods
10.2** Tax Sharing Agreement dated December 1, 1997 between the Company
and Bestfoods
10.3** Employee Benefits Agreement dated December 1, 1997 between the
Company and Bestfoods, filed as Exhibit 4.E to the Company's
Registration Statement on Form S-8, File No. 333-43525
10.4** Access Agreement dated January 1, 1998 between the Company and
Bestfoods
10.5*** CornProductsMCP Sweeteners LLC Limited Liability Company
Agreement dated December 1, 2000 between the Company and
Minnesota Corn Processors, LLC
10.6*** Supply Agreement dated January 1, 2001 by and among the Company,
Minnesota Corn Processors, LLC and CornProductsMCP Sweeteners LLC
10.7** 1998 Stock Incentive Plan of the Company, filed as Exhibit 4.D to
the Company's Registration Statement on Form S-8,
File No. 333-43525
10.8** Deferred Stock Unit Plan of the Company
10.9** Form of Severance Agreement entered into by each of K. Schlatter,
S.C. Scott,
J.L. Fiamenghi, F.J. Kocun and J.W. Ripley (the "Named Executive
Officers")
10.10*** Form of Amendment to Executive Severance Agreement entered into
by each of S.C. Scott, J.L. Fiamenghi, F.J. Kocun and J.W. Ripley
10.11** Letter Agreement dated December 12, 1997 between the Company and
F.J. Kocun
10.12** Form of Indemnification Agreement entered into by each of the
members of the Company's Board of Directors and the Named
Executive Officers
10.13** Deferred Compensation Plan for Outside Directors of the Company
10.14** Supplemental Executive Retirement Plan
10.15** Executive Life Insurance Plan
10.16** Deferred Compensation Plan
10.17* Annual Incentive Plan, filed as Exhibit 10.18 to the Company's
annual report on Form 10-K for the year ended December 31, 1999
10.18* Performance Plan, filed as Exhibit 10.19 to the Company's annual
report on Form 10-K for the year ended December 31, 1999
10.19*** Amendment No. 1 to 1998 Stock Incentive Plan dated January 20,
1999
10.20*** Amendment No. 2 to 1998 Stock Incentive Plan dated November 21,
2000
12.1*** Earnings Per Share Computation
12.2*** Computation of Ratio of Earnings to Fixed Charges
13.1 Revised portions of the 2000 Annual Report to Stockholders of the
Company
18.1*** Preferability letter from KPMG
21.1*** Subsidiaries of the Registrant
23.1 Consent of KPMG LLP
24.1*** Power of Attorney
-------------------
* Incorporated herein by reference as indicated in the exhibit description.
** Incorporated herein by reference to the exhibits filed with the Company's
Annual Report on Form 10-K for the year ended December 31, 1997.
***Incorporated herein by reference to the exhibits filed with the Company's
Annual Report on Form 10-K for the year ended December 31, 2000.