<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM 10-Q
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Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
FOR THE QUARTER ENDED JUNE 30, 2000
COMMISSION FILE NUMBER 1-13397
CORN PRODUCTS INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
22-3514823
(I.R.S. Employer Identification Number)
6500 SOUTH ARCHER AVENUE,
BEDFORD PARK, ILLINOIS 60501-1933
(Address of principal executive offices) (Zip Code)
(708) 563-2400
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
filing requirements for the past 90 days:
Yes X No
----- -----
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
CLASS OUTSTANDING AT JULY 31, 2000
Common Stock, $.01 par value 35,170,860 shares
<PAGE> 2
PART I FINANCIAL INFORMATION
ITEM 1
FINANCIAL STATEMENTS
CORN PRODUCTS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN MILLIONS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
--------------------- ---------------------
2000 1999 2000 1999
--------------------- ---------------------
<S> <C> <C> <C> <C>
Net sales $473.9 $441.3 $918.1 $837.9
Cost of sales 389.2 364.3 755.5 697.3
--------------------- ---------------------
Gross profit 84.7 77.0 162.6 140.6
Operating expense 34.5 32.6 71.0 63.6
Special charges -- -- 20.0 --
(Fees and income) from unconsolidated (0.7) (0.5) (2.1) (2.3)
affiliates
--------------------- ---------------------
Operating income 50.9 44.9 73.7 79.3
Financing costs 12.3 8.3 22.7 15.6
--------------------- ---------------------
Income before taxes 38.6 36.6 51.0 63.7
Provision for income taxes 13.5 12.8 17.8 22.3
--------------------- ---------------------
25.1 23.8 33.2 41.4
Minority stockholders' interest 5.8 2.1 10.3 3.9
--------------------- ---------------------
Net income 19.3 21.7 22.9 37.5
===================== =====================
Average common shares outstanding:
Basic 35.2 37.3 35.3 37.3
Diluted 35.2 37.4 35.3 37.4
Net income per common share:
Basic $ 0.55 $ 0.58 $ 0.65 $ 1.00
Diluted $ 0.55 $ 0.58 $ 0.65 $ 1.00
</TABLE>
See Notes To Condensed Consolidated Financial Statements
10Q-2
<PAGE> 3
PART I FINANCIAL INFORMATION
ITEM I
FINANCIAL STATEMENTS
CORN PRODUCTS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
AS OF:
(IN MILLIONS EXCEPT SHARE AND PER SHARE AMOUNTS) JUNE 30, DECEMBER 31,
2000 1999
-------------------- ---------------------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 35 $ 41
Accounts receivable - net 272 261
Inventories 246 212
Prepaid expenses 15 6
Deferred tax asset 17 17
--------------------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 585 537
--------------------------------------------------------------------------------------------------------------------------------
Plants and properties - net 1,410 1,349
Goodwill, net of accumulated amortization 317 270
Investments in joint ventures 28 27
Other assets 29 29
--------------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS 2,369 2,212
================================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Short term borrowings and current portion of long-term debt 521 222
Accounts payable 73 109
Accrued liabilities 118 90
--------------------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 712 421
--------------------------------------------------------------------------------------------------------------------------------
Non-current liabilities 45 63
Long - term debt 241 322
Deferred taxes on income 196 180
Minority stockholders' interest 187 199
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 - 37,659,887 issued
on June 30, 2000 and December 31, 1999 1 1
Additional paid in capital 1,067 1,067
Less: Treasury stock (common stock; 2,489,027 and 703,399 shares on (62) (20)
June 30, 2000 and December 31, 1999, respectively) at cost
Deferred compensation - restricted stock (2) (2)
Accumulated comprehensive loss (133) (120)
Retained earnings 117 101
--------------------------------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 988 1,027
--------------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,369 $2,212
================================================================================================================================
</TABLE>
See Notes To Condensed Consolidated Financial Statements
10Q-3
<PAGE> 4
PART I FINANCIAL INFORMATION
ITEM 1
FINANCIAL STATEMENTS
CORN PRODUCTS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
<TABLE>
<CAPTION>
(IN MILLIONS ) THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------- ------------------------------
2000 1999 2000 1999
-------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net Income $ 19.3 $ 21.7 $ 22.9 $ 37.5
Comprehensive loss:
Currency translation adjustment (16.2) -- (13.4) (76.0)
-------------- ------------- ------------- -------------
Comprehensive income (loss) $ 3.1 $ 21.7 $ 9.5 $(38.5)
============== ============= ============= =============
</TABLE>
CORN PRODUCTS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
( IN MILLIONS ) COMMON ADDITIONAL TREASURY ACCUMULATED RETAINED
STOCK PAID-IN STOCK COMPREHENSIVE EARNINGS
CAPITAL LOSS
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1999 $1 $1,067 $(20) $(120) $101
Net income for the period 23
Dividends declared (7)
Treasury stock issued in 2
connection with Mexican
transaction
Purchase of treasury stock (44)
Translation adjustment (13)
-------------------------------------------------------------------------------------------
Balance, June 30, 2000 $1 $1,067 $(62) $(133) $117
===========================================================================================
</TABLE>
See Notes To Condensed Consolidated Financial Statements
10Q-4
<PAGE> 5
PART I FINANCIAL INFORMATION
ITEM 1
FINANCIAL STATEMENTS
CORN PRODUCTS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
(IN MILLIONS) FOR THE SIX MONTHS ENDED
JUNE 30,
2000 1999
--------------- ---------------
<S> <C> <C>
CASH FLOWS FROM ( USED FOR ) OPERATING ACTIVITIES
Net income $ 23 $ 37
Non-cash charges (credits) to net income:
Depreciation and amortization 69 51
Deferred taxes - 7
Loss on disposal of fixed assets 3 -
Changes in trade working capital:
Accounts receivable, prepaid items, and other assets 7 (20)
Inventories (26) (15)
Accounts payable and accrued liabilities (20) 18
--------------------------------------------------------------------------------------------------------------------------------
Net cash flows from operating activities 56 78
--------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM (USED FOR) INVESTING ACTIVITIES:
Capital expenditures paid, net of proceeds on disposal (56) (62)
Cash consideration paid for acquired business (117) (75)
--------------------------------------------------------------------------------------------------------------------------------
Net cash flows from (used for) investing activities (173) (137)
--------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM (USED FOR) FINANCING ACTIVITIES:
Proceeds from short term borrowings, net of payments 164 89
Dividends paid (7) (6)
Cost of common stock repurchased (44) (10)
Other non-current liabilities (3) 4
--------------------------------------------------------------------------------------------------------------------------------
Net cash flows from (used for) financing activities 110 77
--------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents (7) 18
Effect of exchange rates on cash 1 (3)
Cash and cash equivalents, beginning of period 41 36
--------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 35 $ 51
================================================================================================================================
</TABLE>
See Notes to Condensed Consolidated Financial Statements
10Q-5
<PAGE> 6
CORN PRODUCTS INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. INTERIM FINANCIAL STATEMENTS
The unaudited condensed consolidated interim financial statements included
herein were prepared by management and reflect all adjustments (consisting
solely of normal recurring items) which are, in the opinion of management,
necessary to present a fair statement of results of operations for the interim
periods ended June 30, 2000 and 1999 and the financial position as of June 30,
2000 and December 31, 1999. The results for the three months ended June 30, 2000
are not necessarily indicative of the results expected for the year.
References to "the Company" are to Corn Products International, Inc. and its
consolidated subsidiaries. These statements should be read in conjunction with
the consolidated financial statements and the related footnotes to these
statements contained in the Company's Annual Report to Stockholders that were
incorporated by reference in Form 10-K for the fiscal year ended December 31,
1999.
2. INVENTORIES ARE SUMMARIZED AS FOLLOWS: June 30, 2000 December 31, 1999
------------- -----------------
Finished and in process.................. 95 84
Raw materials............................ 117 97
Manufacturing supplies................... 34 31
--------------------------------------------------------------------------------
Total Inventories........................ 246 212
================================================================================
3. FINANCIAL INSTRUMENTS
COMMODITIES
Following the Company's policy of hedging its margin exposure to firm priced
business, it had open corn futures contracts of $79 million for delivery of corn
beyond June 30, 2000. Of the total commitment, $42 million is due in September
2000, and $37 million is due December 2000 through March 2001. At June 30, 2000,
the price of corn under these contracts was $7 million above market quotations
of the same date.
10Q-6
<PAGE> 7
4. SUPPLEMENTAL GEOGRAPHIC INFORMATION
The Company operates in one business segment - Corn Refining - and is
managed on a geographic regional basis. Its North America Operations include its
wholly owned Corn Refining businesses in the United States and Canada and
majority ownership in Mexico. Also included in this group is its North American
enzyme business.
Its Rest of World businesses include majority owned Corn Refining
operations in South America, and joint ventures and alliances in Asia, Africa
and other areas.
TABLE OF GEOGRAPHIC INFORMATION OF NET SALES AND OPERATING INCOME
(In millions ) THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
2000 1999 2000 1999
------ ------ ------ ------
NET SALES
North America $297.4 $317.9 $580.6 $597.5
Rest of the World 176.5 123.4 337.5 240.4
------ ------ ------ ------
Total $473.9 $441.3 $918.1 $837.9
====== ====== ====== ======
OPERATING INCOME
North America 23.9 26.8 44.2 47.9
Rest of the World 30.6 21.6 56.3 38.0
Corporate (3.5) (3.5) (6.7) (6.6)
------ ------ ------ ------
Total $ 50.9 $ 44.9 $ 73.7 $ 79.3
====== ====== ====== ======
5. ACQUISITIONS
On January 18, 2000, the Company increased its ownership of Arancia
Corn Products, S.A. de C.V., its Mexican affiliate, through both direct and
indirect stock holdings to 90 percent. The acquisition was funded through the
transfer of treasury shares and a cash payment. On March 24, 2000, the Company
completed the first step of a multi-step transaction through the acquisition of
a controlling interest in Industrias de Maiz S.A. ("IMASA") of Argentina. Upon
completion of the multi-step transaction, the Company expects to control
approximately 73% of IMASA. Cash consideration for the Mexican and Argentine
acquisitions totaled $117 million and were funded primarily through debt in the
United States. Had the acquisitions occurred at the beginning of the year, the
effect on the Company's financial statements would not have been significant.
6. SPECIAL CHARGES
In February 2000, the Company announced a cost reduction program
including a workforce reduction program and a write-off of non-productive
assets. The Company accrued
10Q-7
<PAGE> 8
costs in the amount of $20 million; the total cost estimate, for the workforce
reduction program and write-off of non-productive assets. The charges were
comprised of $17.5 million related to headcount reduction, primarily incurred in
the U.S., including severance, pension and other post-employment benefit costs,
and $2.5 million related to the write-off of certain capital projects. The
workforce reduction program affected approximately 210 employees, 120 of which
were located in the US. The workforce reduction principally affected employees
in US sales and business development, as well as employees in the North America
Region manufacturing operations. As of June 30, 2000, approximately 130 of the
employees affected by the workforce reduction program had terminated employment
with the Company.
As of June 30, 2000, the Company had consumed $7.6 million of the
special charge accrual, $5.1 million for employee separation costs and $2.5
million related to the write-off of certain capital projects. Post-employment
benefit costs of $5 million, an actuarially determined estimate of costs
associated with the U.S. workforce reduction, will be consumed upon the
completion of the actuarial valuation for these benefit plans in the fourth
quarter of 2000. The Company expects that the cost reduction program will
deliver $10 million in annual cost savings, with a full recovery of incurred
costs over 2 years.
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2000
WITH COMPARATIVES FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1999
RESULTS OF OPERATIONS
NET SALES. Second quarter net sales totaled $474 million, up 7 percent
over 1999 sales of $441 million. Volumes increased 10 percent over last year.
For the six months, net sales grew 10 percent to $918 million, on 13 percent
higher volumes offset by lower pricing.
North American net sales were down 6 percent in the three months ended
June 30, 2000, from the same period last year. The decline in sales was due to 9
percent lower pricing, primarily in the US and Canada for sweeteners and
co-products as well as lower prices in Mexican markets. Sweetener volumes in the
US and Canada were affected by slow take-away by the beverage industry due to
unusually wet weather in much of the region. Co-product volume gains in the US
and Canada, and volume gains in Mexico partially offset the decline. Year to
date, North American sales declined 3 percent versus last year as a 9 percent
reduction in prices offset 5 percent higher volumes and a 1 percent improvement
in foreign currency exchange rates.
In the Rest of World, net sales increased 43 percent from the second
quarter of 1999 as volumes and pricing improved. Volumes in the base business
added 3 percent, the merged Korean business and the Argentine acquisition
contributed 36 percent, and local currency pricing gains added 10 percent,
partially offset by weaker foreign currency exchange rates. For the six months
ended June 30, 2000, net sales were 40 percent higher than last year. The merged
Korean business and the Argentine acquisition added 30 percent; improved local
10Q-8
<PAGE> 9
currency pricing, principally in Brazil, contributed 11 percent; while higher
volumes in base businesses added 3 percent, offset by 4 percent weaker foreign
currency exchange rates.
COST OF SALES AND OPERATING EXPENSES. Cost of sales for the second
quarter of 2000 were up less than 7 percent over the comparable quarter last
year, slightly below the growth in net sales. Gross profits for the quarter
increased 10 percent from the first quarter 1999 to $84.7 million, reflecting
the improvement in the gross profit margin to 17.9 percent of net sales from
17.4 percent in 1999. Year to date, cost of sales was up 8 percent over 1999 on
a 10 percent increase in sales. Gross profit improved 16 percent to $162.6
million from $140.6 million in 1999 as the gross profit margin increased to 17.7
percent of net sales from 16.8 percent.
Operating expenses for the quarter totaled $34.5 million, a 6 percent
increase over 1999, reflecting the inclusion of the merged Korean business and
the Argentine acquisition. Operating expenses remained at approximately 7
percent of net sales. Corporate expenses remained consistent with 1999 levels.
For the six months, operating expense totaled $91 million, a 43 percent increase
over 1999, reflecting a special charge of $20 million taken during the first
quarter of 2000. The Company incurred the special charge as part of a cost
reduction effort as it realigned its cost structure to reflect the continued
depressed pricing in the US market. The special charge represents employee
separation costs, primarily in the US, as well as cancelled capital expenditure
programs in the US. As a result of this cost reduction effort, the Company
expects annual cost savings of approximately $10 million and a recovery of the
cost over the next two years. Excluding special charges, operating expenses
increased 12 percent from the first quarter 1999, reflecting the merged Korean
business' costs and the acquired business in Argentina. Corporate expenses
remained consistent with 1999 levels.
OPERATING INCOME. Second quarter operating income increased 13 percent
from 1999 to $50.9 million from $44.9 million. North America operating income of
$23.9 million decreased 11 percent from $26.8 million in the second quarter of
1999, reflecting lower prices in the US market. Rest of World operating income
increased 41 percent over 1999 due to improvements in most markets and led by a
strong performance by the expanded Korean business. For the six months,
operating income decreased 7 percent from 1999 to $73.7 million from $79.3
million in 1999. Excluding special charges, operating income advanced 18 percent
to $93.7 million from $79.3 million in 1999. North America operating income
decreased 8 percent to $44.2 million from $47.9 million in 1999, reflecting the
lower pricing in the US market. Rest of World operating income increased 48
percent, reflecting the excellent performance of the merged Korean business, the
addition of the acquired Argentine business, and improvements in Brazil and
Pakistan of 8 and 14 percent, respectively.
FINANCING COSTS. Financing costs for the second quarter 2000 were $12.3
million, up from $8.3 million in the comparable period last year. The increased
financing costs reflect higher interest rates due to the conversion of $200
million in short term debt to long term senior notes in the third quarter of
1999, as well as additional debt taken-on to fund the Korea and Argentina
transactions and the share repurchase program. Year to date financing costs rose
to $22.7 million from $15.6 million in 1999.
PROVISION FOR INCOME TAXES. The effective tax rate remained at 35
percent in the second quarter and year to date 2000, unchanged from the rate for
the six months ended June 30, 1999. The tax rate is estimated based on the
expected mix of domestic and foreign earnings for the year.
10Q-9
<PAGE> 10
NET INCOME. Net income for the quarter ended June 30, 2000, declined 11
percent to $19.3 million, or $0.55 per diluted share, from $21.7 million, or
$0.58 per diluted share, in the second quarter of 1999. The decrease is
attributable to lower gross profit margins due to the pricing issues in the
North America business, higher financing costs and the larger minority
stockholders' interest. For the six months ended June 30, 2000, net income
declined 39 percent to $22.9 million, or $0.65 per diluted share, from $37.5
million, or $1.00 per diluted share, in the first six months of 1999. Excluding
the effects of the special charges, net income for the six months was $35.9
million, or $1.02 per diluted share.
COMPREHENSIVE INCOME. Comprehensive income for the second quarter 2000
was below that of the second quarter 1999 and resulted from reduced net income
and a $16 million unfavorable net change in currency translation, principally
from the Colombian peso to the U.S. dollar. This compared to no net translation
adjustment for the comparable quarter in 1999. Year to date, the increase in
comprehensive income resulted from the translation of net assets and liabilities
denoted in local currencies into U.S. dollars at higher translation rates. The
negative $13 million currency translation adjustment for the six months ended
June 30, 2000, compared to a $76 million adjustment for the comparable period in
1999. The 1999 currency translation adjustment was related primarily to the
translation of fixed assets in Brazil from the $real to the U.S. dollar after
the Brazilian devaluation.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2000, the Company's total assets increased to $2,369
million from $2,212 million at December 31, 1999. The increase in total assets
reflects the acquisition of the Argentine business adding to our asset base.
Second quarter 2000 net cash flows were used to fund the Company's
capital investment program and the dividend payments. In the six-month period of
2000, net cash flows were also used to help fund the acquisition of our new
Argentina affiliate and the share repurchase program. For the six months ending
June 30, 2000, net cash flows from operating activities were $56 million,
compared to $78 million in the first half of 1999, reflecting the lower net
income. Cash used for investing activities totaled $173 million for the first
six months of 2000, reflecting the acquisition in Argentina, the additional
interest in the Mexican business, and $56 million of net capital investments.
For the comparable period in 1999, cash used for investing activities totaled
$137 million, reflecting the cash consideration paid for the acquisitions in
Korea and Pakistan and $62 million of net capital expenditures. First half 2000
capital expenditures are in line with planned expenditures and reflect the
Company's plan to continue investing, based on business opportunity and cash
flow availability, to meet profitable customer demand and drive for delivered
cost leadership. Cash consideration paid for acquired businesses net of cash
acquired, approximately $117 million, was funded through borrowings.
The Company has a $340 million 5-year revolving credit facility in the
United States due December 2002. In addition, the Company has a number of
short-term credit facilities consisting of operating lines of credit. At June
30, 2000, the Company had total debt outstanding of $762 million compared to
$544 million December 31, 1999. The increase in debt is attributable to the
Korea, Mexico and Argentina acquisitions, along with the share buyback program.
The debt outstanding consisted of $200 million of 8.45 percent ten year notes
issued in 1999, affiliate long-term debt of $119 million, $125 million drawn
from the unsecured revolving credit facility in the United States at a weighted
average rate of 6.81 percent, and $12 million drawn on US bank lines of credit
at an average rate of 7.33 percent. The balance
10Q-10
<PAGE> 11
represents affiliate debt of $48 million assumed in the Argentine transaction
and short-term borrowings against local country operating lines in various
currencies. The weighted average interest rate of affiliate debt was 8.5
percent.
MINORITY STOCKHOLDERS' INTEREST. Minority stockholders' interest
decreased $12 million in the second quarter of 2000 to $187 million from $199
million in December of 1999. The decrease is attributable to a decrease in the
amount of future installments due to the minority stockholders in the Mexican
transaction partially offset by an added minority stockholders' interest in the
Argentine acquisition.
FORWARD-LOOKING STATEMENTS
This Form 10-Q report contains or may contain certain forward-looking
statements concerning the Company's financial position, business and future
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 and
market conditions in the various geographic regions and countries in which we
manufacture and sell our products, including fluctuations in the value of local
currencies, 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
and 8-K.
ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
This information is set forth in the Company's Annual Report on Form
10-K for the year ended December 31, 1999, and is incorporated herein by
reference. There have been no material changes to the Company's market risk
during the six and three months ended June 30, 2000.
10Q-11
<PAGE> 12
PART II OTHER INFORMATION
ITEM 4
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the annual meeting of stockholders held on May 17, 2000, the
following matters were submitted to a vote of security holders. The number of
votes cast for, against, or withheld, and the number of abstentions as to each
such matter were as follows:
1. ELECTION OF DIRECTORS
The following nominees for election as Directors of the Company were
elected for terms expiring in the year indicated:
<TABLE>
<CAPTION>
Name Term Expires Votes For Votes Withheld
---- ------------ --------- --------------
<S> <C> <C> <C>
Ignacio Aranguren-Castiello 2003 29,596,584 680,040
Ronald M. Gross 2003 29,691,719 584,905
William S. Norman 2003 29,671,335 605,289
Clifford B. Storms 2003 29,585,278 691,346
</TABLE>
The other following Directors of the Company are continuing in
office for terms expiring in the year indicated:
Name Term Expires
---- ------------
William C. Ferguson 2001
Bernard H. Kastory 2001
Samuel C. Scott 2001
Alfred C. DeCrane, Jr. 2002
Guenther E. Greiner 2002
Richard G. Holder 2002
Konrad Schlatter 2002
2. APPROVAL OF THE ANNUAL INCENTIVE PLAN
The stockholders approved the material terms of the Company's
short-term incentive cash compensation program with 29,346,159 votes
cast in favor, 731,917 votes cast against and 198,681 votes
abstained. Compensation paid under the Annual Incentive Plan
qualifies as "qualified performance-based compensation under Section
162(m) of the Internal Revenue Code.
3. APPROVAL OF THE PERFORMANCE PLAN
The stockholders approved the material terms of the Company's
long-term incentive cash compensation program with 29,336,416 votes
cast in favor, 736,469 votes cast against and 203,872 votes
abstained. Compensation paid under the Performance Plan qualifies as
"qualified performance-based compensation" under Section 162(m) of
the Internal Revenue Code.
10Q-12
<PAGE> 13
4. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The stockholders ratified the appointment of KPMG LLP as independent
auditors for the Company for 2000 with 30,169,233 votes cast in
favor, 38,568 votes cast against and 68,956 votes abstained.
ITEM 6
EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
Exhibits required by Item 601 of Regulation S-K are listed in the
Exhibit Index hereto.
b) Reports on Form 8-K
No Reports on Form 8-K were filed by the Company during the quarter
ended June 30, 2000.
All other items hereunder are omitted because either such item is inapplicable
or the response is negative.
10Q-13
<PAGE> 14
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CORN PRODUCTS INTERNATIONAL, INC.
DATE: July 31, 2000
By /s/ James Ripley
--------------------------------
James Ripley
Vice President - Finance and
Chief Financial Officer
DATE: July 31, 2000
By /s/ Jack Fortnum
--------------------------------
Jack Fortnum
Vice President and Controller - Principal
Accounting Officer
10Q-14
<PAGE> 15
EXHIBIT INDEX
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
11 Statement re: computation of earnings per share
12 Statement re: computation of ratio of earnings to fixed charges
27 Financial Data Schedule
10Q-15
