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Exhibit 99.2
The following unaudited pro forma consolidated condensed balance sheet as of
September 30, 1998 gives effect to the acquisition of 100% of Arancia - CPC,
S.A. de C.V. ("Arancia") by Corn Products International, Inc. "the "Company") as
of September 30, 1998 as if the acquisition had occurred September 30, 1998. The
following unaudited pro forma consolidated condensed statements of income for
the year ended December 31, 1997 and the nine months ended September 30, 1998
are presented as if 100% of the acquisition of Arancia had occurred, and the
operations of the Company and Arancia had been consolidated, as of January 1,
1997. The future installment payments of $73 million, for the remaining 20.9%
of Arancia and the minimum contingent payments of $9 million are reflected as
minority interest. Interest on the installment payments of $73 million is
recorded as minority income and accrues at the same rate of interest as the
Company's short term U.S. credit facility. The unaudited pro forma consolidated
condensed financial statements are presented for comparative purposes only and
do not purport to be indicative of the combined financial position or results of
operations which would have been realized had the acquisition of Arancia been
consummated as of the date or during the periods for which unaudited pro forma
financial statements are presented or for any future period or date. The
unaudited pro forma financial information should be read in conjunction with the
Company's previously filed year end and interim financial statements and the
audited financial statement and notes thereto for Arancia that appear elsewhere
in this Form 8-K amendment.
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CORN PRODUCTS INTERNATIONAL
Unaudited Pro Forma Consolidated Balance Sheets
September 30, 1998
(Millions of US dollars)
Historical Historical Proforma Proforma
Assets Corn Products Arancia Adjustments Consolidated
------ ------------- ---------- ----------- ------------
Current assets:
Cash and cash equivalents $ 51 18 (48)(a) 21
Accounts receivable, net 223 33 256
Inventories 141 36 177
Deferred tax asset 13 -- 13
Prepaid expenses 19 -- 19
---------- ----- ---------
Total current assets 447 87 486
Plants and properties, net 1,013 267 1,280
Goodwill -- -- 121 (b) 121
Investments in and loans to unconsolidated affiliates 111 -- (74)(c) 37
Other assets, net 19 3 22
---------- ----- ---------
Total assets $ 1,590 357 1,946
========= ===== =========
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Short term borrowings and current portion of
long-term debt $ 236 17 253
Accounts payable and accrued liabilities 162 22 184
Taxes payable on income -- 1 1
---------- ----- ---------
Total current liabilities 398 40 438
Long-term debt 10 150 160
Deferred taxes on income - non-current 142 33 175
Other non-current liabilities 38 1 39
Minority stockholder's interest 8 -- 82 (d) 90
---------- ----- ---------
Total liabilities 596 224 902
---------- ----- ---------
Stockholders' equity:
Common stock 1 88 (88)(e) 1
Additional paid-in capital 1,020 32 18 (f) 1,070
Cumulative translation adjustment (55) -- (55)
Retained earnings 28 13 (13)(g) 28
--------- ----- ---------
Total stockholders' equity 994 133 1,044
$ 1,590 357 1,946
========= ===== =========
See accompanying notes to unaudited pro forma consolidated Financial Statements
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CORN PRODUCTS INTERNATIONAL
Unaudited Pro Forma Consolidated Statements of Income
for the nine month period ended September 30, 1998
(Millions of US dollars, except per share amounts)
Historical Historical Proforma Proforma
Corn Products Arancia Adjustments Consolidated
------------- ---------- ----------- ------------
Net sales $ 1,065 249 (2)(aa) 1,312
Cost of sales 942 203 (2)(aa) 1,143
----------- ------- ---------
Gross profit $ 123 46 169
Selling, general and administrative expenses 68 15 (2)(bb), (5)(cc) 80
Income from unconsolidated subsidiaries (7) -- 7 (dd) --
----------- ------- ---------
Operating income $ 62 31 89
----------- ------- ---------
Other (income) and expenses $ 10 21 31
----------- ------- ---------
Income (loss) before income tax and minority interest 51 9 58
Provision (benefit) for income taxes 18 3 (1)(ee) 20
Minority stockholder interest 2 -- 4 (ff) 6
----------- ------- ---------
Net Income $ 31 6 32
=========== ======= =========
Earnings per share:
Basic $ 0.87 0.86
Diluted $ 0.87 0.85
See accompanying notes to unaudited pro forma consolidated Financial Statements
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CORN PRODUCTS INTERNATIONAL
Unaudited Pro Forma Consolidated Statements of Income
for the year ended December 31, 1997
(Millions of US dollars, except per share amounts)
Historical Historical Proforma Proforma
Corn Products Arancia Adjustments Consolidated
------------- ---------- ----------- ------------
Net sales $ 1,418 328 (2)(aa) 1,744
Cost of sales 1,280 293 (2)(aa) 1,571
------------- ---------- ------------
Gross profit $ 138 35 173
Selling, general and administrative expenses 90 17 3 (bb), (7)(cc) 103
Restructuring and spin-off charges, net 109 -- 109
Income from unconsolidated subsidiaries -- -- --
------------- ---------- ------------
Operating income (loss) $ (61) 18 (39)
------------- ---------- ------------
Other (income) and expenses $ 28 27 1 (gg) 56
------------- ---------- ------------
Income (loss) before income tax and minority interest (89) (9) (95)
Provision (benefit) for income taxes (19) (3) 1 (ee) (21)
Minority stockholder interest 2 -- 5 (ff) 7
------------- ---------- ------------
Net income before change in accounting principle $ (72) (6) (81)
============= ========== ============
Cumulative effect of change in accounting principle 3 -- 3
Net income (loss) $ (75) (6) (84)
============= ========== ============
Earnings per share:
Basic and Diluted:
Net loss before change in accounting principle $ (2.02) (2.22)
Cumulative effect of change in accounting principle (0.08) (0.08)
------------- ------------
Net income $ (2.10) (2.30)
See accompanying notes to unaudited pro forma consolidated Financial Statements
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NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
The accompanying historical financial statements of Arancia were prepared in
accordance with U.S. generally accepted accounting principles and are presented
in U.S. dollars. Arancia amounts presented in the pro forma consolidated
balance sheet consist of the Arancia historical balance sheet amounts which
were converted into U.S. dollars at the year end exchange rate. Arancia amounts
presented in the pro forma condensed consolidated statement of income consist
of the Arancia historical statement of income amounts, which were converted
into U.S. dollars at the average exchange rate for the year.
NOTE 2 - PROFORMA CONSOLIDATED BALANCE SHEET ADJUSTMENTS
a) To record cash consideration paid for acquisition
b) To record goodwill arising as a result of purchase of net assets
c) To eliminate investment under equity method
d) To record balance owed for purchase
e) To record issuance of common stock at par value and eliminate Arancia
common stock
f) To record additional paid-in-capital in excess of par on issue of
1,764,705 shares, $51 million and eliminate Arancia APIC
g) To eliminate Arancia retained earnings
NOTE 3 - PROFORMA CONSOLIDATED STATEMENTS OF INCOME ADJUSTMENTS
aa) To eliminate intercompany transactions
bb) To record income effect of amortization of goodwill - 9 mos. and 12 mos.,
respectively
cc) To eliminate royalties for trademark and technology acquired
dd) To eliminate income from investment (under equity method)
ee) To record tax effect of goodwill deduction, royalty income, interest
ff) To record interest on outstanding amount owed on purchase
gg) To record incremental interest expense, net of reduced interest for
Arancia debt reduction (1997)