e8vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 22, 2005
CORN PRODUCTS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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1-13397
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22-3514823 |
(State or Other Jurisdiction
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(Commission
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(IRS Employer |
of Incorporation)
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File Number)
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Identification No.) |
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5 Westbrook Corporate Center, Westchester, Illinois
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60154-5749 |
(Address of Principal Executive Offices)
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(Zip Code) |
(708) 551-2600
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01. Other Events
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On September 22, 2005, Corn Products International, Inc. (the
Registrant) issued a press release revising its full year 2005 earnings
guidance. The Registrant will conduct a conference call Thursday morning,
September 22, 2005 at 7:30 CT to discuss the press release. A
copy of the Registrants press release is attached hereto as Exhibit 99.1
and hereby incorporated by reference. |
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Also on September 22, 2005, the Registrant issued a press release
discussing potential Canadian duties on corn imported from the United
States. A copy of the Registrants press release is attached hereto as
Exhibit 99.2 and hereby incorporated by reference. |
Item 9.01. Financial Statements and Exhibits
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Exhibit 99.1
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Press Release dated September 22, 2005 disclosing revised
earnings guidance for full year 2005. |
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Exhibit 99.2
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Press Release dated September 22, 2005 discussing potential
Canadian duties on corn imported from the United States. |
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 hereunto duly authorized.
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CORN PRODUCTS INTERNATIONAL, INC.
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Date: September 22, 2005 |
By: |
/s/ Cheryl K. Beebe
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Cheryl K. Beebe |
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Vice President and Chief Financial Officer |
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exv99w1
Exhibit 99.1
Corn Products International, Inc.
Westchester, IL 60154
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For Release
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CONTACT: |
09/22/05 0530 EDT
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Richard Vandervoort, (708) 551-2595 (investors) |
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Mark Lindley, (708) 551-2602 (media) |
CORN PRODUCTS INTERNATIONAL, INC. REVISES 2005 OUTLOOK
WESTCHESTER, Ill., September 22, 2005 Corn Products International, Inc. (NYSE: CPO) today
announced that it is revising its 2005 outlook. The Company expects 2005 earnings per diluted
share to be in the range of $1.16 to $1.22, compared to $1.25 in 2004. The previous outlook was in
the range of $1.34 to $1.44.
Commenting on the change in outlook, Sam Scott, chairman, president and chief executive
officer, cited two primary factors:
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Lower operating profits coming from the Companys US operations; and |
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An increase in the Companys estimated effective tax rate. |
The Companys US business is incurring additional energy and related costs at its Argo
manufacturing facility. The Companys most recent 2005 earnings outlook, as stated in its second
quarter 2005 earnings press release, included the expectation that its existing coal boilers, which
are in the process of being replaced, would continue to operate at the then current rate.
Unfortunately, third quarter boiler performance has been far less reliable than during the first
half of this year and throughout 2004. This has required substantially increased use of a backup
natural gas boiler at the same time that natural gas costs have increased to all-time highs. For
the foreseeable future, the Company intends to operate its Argo plant with less coal and more
natural gas to minimize unplanned boiler outages. The Company is taking this action, along with
other steps, to improve the coal boilers reliability during the interim period until the new coal
boiler is up and running as expected in the third quarter of next year.
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Page 2 Corn Products International
The change in mix between US income and foreign income has also impacted the Companys
estimated effective tax rate for 2005. The current earnings outlook of $1.16 to $1.22 per diluted
share incorporates an effective tax rate of 38.5 percent, up from 34.5 percent used for the
previous guidance, and up from 30 percent last year.
Slightly less than half of the $.18 to $.22 per diluted share reduction in the Companys
earnings outlook is attributable to the change in the estimated effective tax rate from 34.5
percent to 38.5 percent.
The Company will hold an analyst conference call at 7:30 a.m. CT on Thursday, September 22,
2005. The call will be broadcast in a real-time webcast available to the public at the Corn
Products International web site, www.cornproducts.com. The call will be available at
www.cornproducts.com for seven days. Please note that this is a listen-and-view-only
presentation.
ABOUT THE COMPANY
Corn Products International, Inc. is one of the worlds largest corn refiners and a major
supplier of high-quality food ingredients and industrial products derived from the wet milling and
processing of corn and other starch-based materials. The Company is the number-one worldwide
producer of dextrose and a leading regional producer of starch, high fructose corn syrup and
glucose. In 2004, the Company recorded net sales of $2.3 billion with operations in 16 countries
at 34 plants, including wholly owned businesses, affiliates and alliances. Headquartered in
Westchester, Ill., it was founded in 1906. The Company is listed on the New York Stock Exchange
under the symbol CPO. Additional information can be found on the World Wide Web at
www.cornproducts.com.
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Page 3 Corn Products International
This news release contains or may contain forward-looking statements within the meaning
of Section 27A of the Securities Exchange Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. The Company intends these forward looking statements to be covered by the safe harbor
provisions for such statements. These statements include, among other things, any predictions
regarding the Companys future financial condition, earnings, revenues, expenses or other financial
items, any statements concerning the Companys prospects or future operation, including
managements plans or strategies and objectives therefor and any assumptions underlying the
foregoing. These statements can sometimes be identified by the use of forward looking words such
as may, will, anticipate, believe, plan, project, estimate, expect, intend,
continue, pro forma, forecast or other similar expressions or the negative thereof. All
statements other than statements of historical facts in this report or referred to or incorporated
by reference into this report are forward-looking statements. These statements are subject to
certain inherent risks and uncertainties. Although we believe our expectations reflected in these
forward-looking statements are based on reasonable assumptions, stockholders are cautioned that no
assurance can be given that our expectations will prove correct. Actual results and developments
may differ materially from the expectations conveyed in these statements, based on various factors,
including fluctuations in worldwide 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/or sell our products; fluctuations in the value of local currencies,
energy costs and availability, freight and shipping costs, and changes in regulatory controls
regarding quotas, tariffs, duties, taxes and income tax rates; operating difficulties, including
boiler reliability; labor disputes; genetic and biotechnology issues; changing consumption
preferences and trends; increased competitive and/or customer pressure in the corn-refining
industry; the outbreak or continuation of hostilities including acts of terrorism; stock market
fluctuation and volatility; and the resolution of the uncertainties resulting from the Mexican HFCS
tax. 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 certain risk factors, see the Companys most recently filed Annual Report
on Form 10-K and subsequent reports on Forms 10-Q or 8-K.
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exv99w2
Exhibit 99.2
Corn Products International, Inc.
Westchester, IL 60154
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For Release
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CONTACT: |
09/22/05 0530 EDT
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Richard Vandervoort, (708) 551-2595 (investors) |
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Mark Lindley, (708) 551-2602 (media) |
CORN PRODUCTS INTERNATIONAL, INC.
COMMENTS ON POSSIBLE CANADIAN DUTIES ON U.S. CORN
WESTCHESTER, Ill., September 22, 2005 Corn Products International, Inc. (NYSE: CPO) is
disappointed in the Canadian governments decision to initiate an anti-dumping and/or
countervailing duty investigation on corn imported from the United States. Corn Products
subsidiary, operating under the Casco name, is Canadas largest industrial corn user and the sole
processor of corn-refined starches, sweeteners, corn oil and animal feeds. It has operated in
Canada for more than 100 years and employs more than 400 people. The Company does not believe that
the potential duties are in the best interest of the various stakeholders who may be affected,
including customers, vendors, employees or the Canadian agricultural industry. As a result, Corn
Products International opposes this action and plans to pursue all regulatory and other measures
available to it to counter the decision.
Depending upon their amount, the Company believes that the potential duties, which it would
not expect to take effect until mid-December 2005 at the earliest, could have a significant impact
on its Canadian operations. However, Corn Products International is exploring actions to minimize
the impact to the Company as a whole. Taking these actions into account, the Company does not
believe that the potential imposition of duties would have a negative effect on the Companys
consolidated operating results on an ongoing basis, excluding the impact of any potential
restructuring activities that may occur.
The Companys efforts to minimize the impact could include the reconfiguration of the
Companys North American business, operations, customers and market, as well as the potential
closure of one or all of its existing three Canadian plants.
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Page 2 Corn Products International
We are understandably concerned about the plight of Canadas corn growers, said Sam Scott,
chairman, president and chief executive officer of Corn Products International. However, we
believe that a duty would severely reduce the market for Canadian corn farmers and have a negative
impact on Canadas agricultural industry.
ABOUT THE COMPANY
Corn Products International, Inc. is one of the worlds largest corn refiners and a major
supplier of high-quality food ingredients and industrial products derived from the wet milling and
processing of corn and other starch-based materials. The Company is the number-one worldwide
producer of dextrose and a leading regional producer of starch, high fructose corn syrup and
glucose. In 2004, the Company recorded net sales of $2.3 billion with operations in 16 countries
at 34 plants, including wholly owned businesses, affiliates and alliances. Headquartered in
Westchester, Ill., it was founded in 1906. The Company is listed on the New York Stock Exchange
under the symbol CPO. Additional information can be found on the World Wide Web at
www.cornproducts.com.
This news release contains or may contain forward-looking statements within the meaning of
Section 27A of the Securities Exchange Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. The Company intends these forward looking statements to be covered by the safe harbor
provisions for such statements. These statements include, among other things, any predictions
regarding the Companys future financial condition, earnings, revenues, expenses or other financial
items, any statements concerning the Companys prospects or future operation, including
managements plans or strategies and objectives therefor and any assumptions underlying the
foregoing. These statements can sometimes be identified by the use of forward looking words such
as may, will, anticipate, believe, plan, project, estimate, expect, intend,
continue, pro forma, forecast or other similar expressions or the negative thereof. All
statements other than statements of historical facts in this report or referred to or incorporated
by reference into this report are forward-looking statements. These statements are subject to
certain inherent risks and uncertainties. Although we believe our expectations reflected in these
forward-looking statements are based on reasonable assumptions, stockholders are cautioned that no
assurance can be given that our expectations will prove correct. Actual results and developments
may differ materially from the expectations conveyed in these statements, based on various factors,
including fluctuations in worldwide 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/or sell our products; fluctuations in the value of local currencies,
energy costs and availability, freight and shipping costs, and changes in regulatory controls
regarding quotas, tariffs, duties, taxes and income tax rates; operating difficulties, including
boiler reliability; labor disputes; genetic and biotechnology issues; changing consumption
preferences and trends; increased competitive and/or customer pressure in the corn-refining
industry; the outbreak or continuation of hostilities including acts of terrorism; stock market
fluctuation and volatility; and the resolution of the uncertainties resulting from the Mexican HFCS
tax. 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 certain risk factors, see the Companys most recently filed Annual Report
on Form 10-K and subsequent reports on Forms 10-Q or 8-K.
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