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, 2001
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 New York Stock Exchange
per share
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 $33.03 on March 20, 2002, and, for
the purpose of this calculation only, the assumption that all Registrant's
directors and executive officers are affiliates) was approximately
$1,097,906,000.
The number of shares outstanding of the Registrant's Common Stock, par
value $.01 per share, as of March 20, 2002, was 35,528,210.
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 2001 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 2002 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
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 $1.89 billion in 2001.
Approximately 64 percent of the Company's 2001 revenues were provided from its
North America operations with the remainder coming from its South America and
Asia/Africa operations.
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 by-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.
PRODUCTS
The Company's sweetener products have grown to account for more than
one half of net sales while starch products and co-products each account for
less than one quarter of net sales.
Page 1
Sweetener Products. The Company's sweetener products represented
approximately 57 percent, 55 percent and 51 percent of the Company's net sales
for 2001, 2000 and 1999, 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; (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 20 percent,
21 percent and 22 percent of the Company's net sales for 2001, 2000 and 1999,
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.
Page 2
Co-Products and others. Co-products and others accounted for 23
percent, 24 percent and 27 percent of the Company's net sales for 2001, 2000 and
1999, 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. Until the Company's sale of its wholly-owned
subsidiary, Enzyme Bio-Systems Ltd., in early February 2002, enzymes were
produced and marketed for a variety of food and industrial applications.
GEOGRAPHIC SCOPE AND OPERATIONS
The Company operates in one business segment, corn refining, and is
managed on a geographic regional basis. The business includes regional
operations in North America, South America and Asia/Africa. In 2001,
approximately 64 percent of the Company's net sales were derived from operations
in North America, while South America and Asia/Africa represented approximately
23 percent and 13 percent, respectively. See Note 14 to the Consolidated
Financial Statements entitled "Segment Information," included herewith as part
of Exhibit 13.1, for certain financial information with respect to geographic
areas.
The Company's North America region consists of operations in the U.S.,
Canada and Mexico, and includes CornProductsMCP, Sweeteners LLC ("CPMCP"), a
non-consolidated joint marketing company that was formed with Minnesota Corn
Processors, LLC ("MCP") on December 1, 2000 for the purpose of selling and
distributing certain designated sweetener products throughout the United States.
For a further discussion of CPMCP, see Note 5 to the Consolidated Financial
Statements included herewith as part of Exhibit 13.1. The region's facilities
include 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 with plants
in Guadalajara (2 plants), Mexico City and San Juan del Rio.
The Company is the largest corn refiner in South America, with leading
market shares in Argentina, Brazil, Chile and Colombia. The Company's South
America region includes 12 plants that produce regular, modified, waxy and
tapioca starches, high fructose and high maltose corn syrups and corn syrup
solids, dextrins and maltodextrins, dextrose, caramel color, sorbitol and
vegetable adhesives.
The Company's Asia/Africa region consists of corn refining operations
in Kenya, Malaysia, Pakistan, South Korea and Thailand. The region's facilities
include 6 plants that 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, 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 positions in many of their target markets.
Page 3
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. 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), National Starch and Chemical Company ("National Starch") (a
subsidiary of Imperial Chemicals Industries plc) and several others. 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 2001 net sales were to companies
engaged in the processed foods industry and approximately 20 percent of the
Company's 2001 net sales were to companies engaged in the soft drink industry.
Additionally, approximately 15 percent of the Company's 2001 net sales were to
feed users.
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.
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
Page 4
management's judgment as to the need to fix the costs of its raw materials to
protect the Company's profitability. See Registrant's Management's Discussion
and Analysis of Financial Condition and Results of Operations, section entitled
"Risk and Uncertainties - Commodity costs," included herewith as part of Exhibit
13.1.
PRODUCT 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. These efforts are supported by the
Company's marketing, product technology and technology support staff. 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. In 2001 the Company began
selling and distributing certain designated sweetener production destined for
sale in the U.S. through its joint marketing company, CPMCP. See also Note 5 to
the Consolidated Financial Statements included herewith as part of Exhibit 13.1.
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 range from one to ten years or longer, and most of
these relationships have been in place for many years. These agreements in the
aggregate provide approximately $1 million of annual revenue to the Company.
EMPLOYEES
As of December 31, 2001, the Company had approximately 6,600 employees,
of which
Page 5
approximately 800 were located in the U.S. Approximately 38 percent of U.S. and
53 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 2002 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 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.
Page 6
Executive Officers of the Registrant
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
---- --- ------------------------------------------
Samuel C. Scott III 57 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 46 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 60 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 46 Vice President and President of the South America Division
of Corn Products since 1999. Mr. Fiamenghi served as
Acting President, US-Canadian region from August 2001 to
February 2002. Mr. Fiamenghi served as President and
General
Page 7
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 45 Vice President since 1999 and President US business since
February 2002. Mr. Fortnum served as Executive Vice
President, US-Canadian Region from August 2001 until
February 2002. Prior to that, Mr. Fortnum served as the
Controller of Corn Products since 1997, 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 as the Vice
President of Finance of the Canadian Corn Refining Business
from 1989.
Jeffrey B. Hebble 46 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/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 47 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
Page 8
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.
Eugene J. Northacker 60 Vice President and President North America Division since
February 2002. Mr. Northacker served as Acting President
South America Division from August 2001 to February 2002.
Prior to his retirement from the Company in January 2000, he
served as Vice President and President South America
Division since 1997. Mr. Northacker was appointed President
of Bestfoods' Latin America Corn Refining Division and
elected a Vice President of Bestfoods in 1992. Prior to
that, he served as Business Director of Bestfoods' Latin
America Corn Refining Division from 1989 to 1992, as Corn
Refining General Manager of Bestfoods' then Mexican
subsidiary from 1984 to 1986. Mr. Northacker joined
Bestfoods in 1968 in the financial group of Bestfoods' North
American consumer foods division and has held executive
assignments in several Bestfoods subsidiaries.
James W. Ripley 58 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 58 Vice President - Strategic Business Development, Investor
Relations and Government and Regulatory Affairs of Corn
Products since 1998. Mr. Vandervoort served as Vice
President - Business Development and Procurement, Corn
Products International North American Division from 1997 to
1998.
Page 9
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 locations of the
Company's manufacturing facilities within each of its three geographic regions:
North America South America Asia/Africa
------------- ------------- -----------
Cardinal, Ontario, Canada Baradero, Argentina Eldoret, Kenya
London, Ontario, Canada Chacabuco, Argentina Petaling, Jaya, Malaysia
Port Colborne, Ontario, Canada Balsa Nova, Brazil Faisalabad, Pakistan
San Juan del Rio, Queretaro, Mexico Cabo, Brazil Ichon, South Korea
Guadalajara, Jalisco, Mexico (2 plants) Conchal, Brazil Inchon, South Korea
Mexico City, Edo. de Mexico Jundiai, Brazil Sikhiu, Thailand
Stockton, California, U.S. Mogi-Guacu, Brazil
Bedford Park, Illinois, U.S. Llay-Llay, Chile
Winston-Salem, North Carolina, U.S. Barranquilla, Colombia
Cali, Colombia
Medellin, Colombia
Guayaquil, Ecuador
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 $100
million per year for the last five years. Capital investments have included the
Page 10
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 Corn Products, 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 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 quarter ended December 31,
2001.
Page 11
PART II
ITEM 5. MARKET FOR 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 the
Registrant's Consolidated Financial Statements filed herewith as part of Exhibit
13.1, 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
"Nine-Year Financial Highlights."
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 of Financial Condition and
Results of Operations."
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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
U.S. dollar denominated results are subject to foreign currency exchange
fluctuations and its 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. However, the Company may occasionally 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.
In each country where we conduct business, the business and assets are
subject to varying degrees of risks and uncertainty. The Company insures its
business and assets in each country against insurable risk in a manner that it
deems appropriate. Because of its geographic dispersion, the Company believes
that a loss from non-insurable events in any one country would not have a
material adverse effect on the Company's operations as a whole.
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
Page 12
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 the
economic condition of 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 value-added products
and new product applications successfully, 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 cover 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 33 percent of the Company's
borrowings are fixed rate bonds and loans. The remaining 67 percent of the
Company's borrowings are at floating interest rates of which approximately 10
percent are long-term loans and 57 percent are short-term credit facilities.
Should short-term rates change, this could affect the Company's interest cost. A
hypothetical increase of 1 percentage point in the weighted average interest
rate for 2001 would have increased interest expense and lowered pretax income
for 2001 by approximately $4 million.
At December 31, 2001 and 2000, the carrying and fair value of long-term
debt, including the current portion, were as follows:
2001 2000
---------------------- ----------------------
(in millions) Carrying Fair value Carrying Fair value
value value
-------- ---------- -------- ----------
US revolving credit facility, due 2002 $277 $277 $209 $209
8.45% senior notes, due 2009 200 192 200 184
Canadian term loans, due 2005 57 57 27 27
Korean term loans, due 2002-2004 62 62 -- --
Other, due in varying amounts through 2008, fixed and
floating interest rates ranging from 1.00% - 17.93% 6 6 88 88
-------------------------------------------------------------------------------------------------------------
Total $602 $594 $524 $508
Page 13
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 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, account for 40
percent to 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. 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. Outside of North
America, sales of finished product under long-term, firm-priced supply contracts
are not material.
The Company's hedging instruments generally relate to contracted firm-priced
business. Based on the Company's overall commodity hedge exposure at December
31, 2001, 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, electricity 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
Page 14
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
2001 worldwide sales
Page 15
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. However, the Company believes
there is no concentration of risk with any single customer or supplier, or small
group of customers or suppliers, whose failure or non-performance would
materially affect the Company's results.
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 political, 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, taxes 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 Notes thereto" 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 2002 Annual Meeting of Stockholders (the "Proxy Statement") and
the information contained under the heading "Executive Officers of the
Registrant" in Item 1 hereof is incorporated herein by reference.
Page 16
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
AND RELATED STOCKHOLDER MATTERS
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.
Page 17
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 of Management," "Report of Independent Auditors," "Financial
Statements and Notes thereto" 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
10.21
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, 2001.
Page 18
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 26th day of
June, 2002.
CORN PRODUCTS INTERNATIONAL, INC.
By: /s/ Samuel C. Scott III
-----------------------------------------------
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 26th day of June, 2002.
Signature Title
--------- -----
/s/ Samuel C. Scott III Chairman, President and Chief Executive Officer
----------------------------
Samuel C. Scott III
/s/ James W. Ripley Chief Financial Officer
----------------------------
James W. Ripley
/s/ Robin A. Kornmeyer Corporate Controller
----------------------------
Robin A. Kornmeyer
*Richard J. Almeida Director
----------------------------
Richard J. Almeida
*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
*Bernard H. Kastory Director
----------------------------
Bernard H. Kastory
*William S. Norman Director
----------------------------
William S. Norman
*James M. Ringler Director
----------------------------
James M. Ringler
*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 officer, the
controller and all 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, filed as Exhibit 10.5 to the
Company's annual report on Form 10-K for the year ended
December 31, 2000, File No. 1-13397
10.6* Supply Agreement dated January 1, 2001 by and among the
Company, Minnesota Corn Processors, LLC and CornProductsMCP
Sweeteners LLC, filed as Exhibit 10.6 to the Company's annual
report on Form 10-K for the year ended December 31, 2000, File
No. 1-13397
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, as amended by Amendments Nos. 1 and 2 filed as
Exhibits Nos. 10.19 and 10.20, respectively, to the Company's
annual report on Form 10-K for the year ended December 31,
2000, File No. 1-13397
10.8** Deferred Stock Unit Plan of the Company
10.9** Form of Severance Agreement entered into by each of S.C.
Scott, J.L. Fiamenghi, J.W. Ripley, M.E. Doane and R.M.
Vandervoort (the "Named Executive Officers")
10.10* Form of Amendment to Executive Severance Agreement entered
into by each of S.C. Scott, J.L. Fiamenghi, J.W. Ripley, M.E.
Doane and R.M. Vandervoort, filed as Exhibit 10.10 to the
Company's annual report on Form 10-K for the year ended
December 31, 2000, File No. 1-13397
10.11* Separation Agreement dated September 20, 2001 between the
Company and M.R. Pyatt, filed as Exhibit 10 to the Company's
quarterly report on Form 10-Q for the quarter ended September
30, 2001, File No. 1-13397
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 (Amended and Restated as of September 19, 2001), filed
as Exhibit 4(d) to the Company's Registration Statement on
Form S-8, File No. 333-75844
10.14* Supplemental Executive Retirement Plan, filed as Exhibit 4(e)
to the Company's Registration Statement on Form S-8, File No.
333-75844
10.15** Executive Life Insurance Plan
10.16** Deferred Compensation Plan, as amended by Amendment No. 1
filed as Exhibit 10.21 to the Company's annual report on Form
10-K for the year ended December 31, 2001, File No. 1-13397
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, File No. 1-13397
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, File No. 1-13397
10.19* Amendment No. 1 to 1998 Stock Incentive Plan dated January 20,
1999, filed as Exhibit 10.19 to the Company's annual report on
Form 10-K for the year ended December 31, 2000, File No.
1-13397
10.20* Amendment No. 2 to 1998 Stock Incentive Plan dated November
21, 2000, filed as Exhibit 10.20 to the Company's annual
report on Form 10-K for the year ended December 31, 2000, File
No. 1-13397
10.21 Amendment No. 1 to Deferred Compensation Plan dated January
19, 2002
12.1 Earnings Per Share Computation
12.2 Computation of Ratio of Earnings to Fixed Charges
13.1 Portions of the 2001 Annual Report to Stockholders of the
Company
18.1* Preferability letter from KPMG, filed as Exhibit 18.1 to the
Company's annual report on Form 10-K for the year ended
December 31, 2000, File No. 1-13397
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.