CORN PRODUCTS INTERNATIONAL INC - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002
Commission file number 1-13397

CORN PRODUCTS INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in Its Charter)

DELAWARE 22-3514823
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(State or Other Jurisdiction of Incorporation or (I.R.S. Employer
Organization) Identification No.)

5 WESTBROOK CORPORATE CENTER, WESTCHESTER, ILLINOIS 60154
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(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code (708) 551-2600

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

NONE
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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. [ ]

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [X] No [ ]

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
$31.12 on June 28, 2002, and, for the purpose of this calculation only, the
assumption that all Registrant's directors and executive officers are
affiliates) was approximately $1,043,000,000.

The number of shares outstanding of the Registrant's Common Stock, par
value $.01 per share, as of March 3, 2003, was 35,726,408.

Documents Incorporated by Reference:

Information required by Part II (Items 5, 6, 7 and 8) and Part IV (Item
15(a)(1)) of this document is incorporated by reference to certain portions of
Exhibit 13.1 included as part of this 2002 Annual Report on Form 10-K.

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 2003 Annual Meeting of
Stockholders.

PART I.

ITEM 1. BUSINESS

THE COMPANY

Corn Products International, Inc. (the "Company") is incorporated as a
Delaware corporation and its common stock is traded on the New York Stock
Exchange. 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).
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 $1.87 billion in 2002.
Approximately 65 percent of the Company's 2002 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
a water-based solution 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. Most of
the Company's 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 local approach to
production and service is of high value to its customers.

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 one
quarter or less of net sales.

Sweetener Products. The Company's sweetener products represented
approximately 55 percent, 57 percent and 55 percent of the Company's net sales
for 2002, 2001 and 2000, respectively.

High Fructose Corn Syrup: The Company primarily produces two types of
high fructose corn syrup: (i) HFCS-55, which is mainly used as a sweetener
in soft drinks; and (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.

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

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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, 20
percent and 21 percent of the Company's net sales for 2002, 2001 and 2000,
respectively. Starches are an important component in a wide range of processed
foods, where they are used particularly as a thickener and binder. Cornstarch is
also sold to cornstarch packers for sale to consumers. Starches are also used in
paper production to produce a smooth surface for printed communications and to
improve strength in today's recycled papers. In the corrugating industry,
starches are used to produce high quality adhesives for the production of
shipping containers, display board and other corrugated applications. The
textile industry has successfully used starches for over a century to provide
size and finishes for manufactured products. Industrial starches are used in the
production of construction materials, adhesives, pharmaceuticals and cosmetics,
as well as in mining, water filtration and oil and gas drilling.

Co-Products and others. Co-products and others accounted for 25 percent,
23 percent and 24 percent of the Company's net sales for 2002, 2001 and 2000,
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 2002, approximately 65 percent
of the Company's net sales were derived from operations in North America, while
South America and Asia/Africa represented approximately 22 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, prior to the December 2002 dissolution of
CornProductsMCP Sweeteners LLC ("CPMCP"), included its then non-consolidated
equity interest in that entity. For a further discussion of CPMCP and the
dissolution, see Note 5 to the Consolidated Financial Statements entitled "Joint
Marketing Company" included herewith as part of Exhibit 13.1. The region's
facilities include 10 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.

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The Company's Asia/Africa region consists of corn and tapioca 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, high fructose corn syrups 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 South
Africa, Zimbabwe 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.

COMPETITION

The corn refining industry is highly competitive. Many 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 highly 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 U.S. imports and local producers 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 21 percent of the Company's 2002 net sales were to companies
engaged in the processed foods industry and approximately 17 percent of the
Company's 2002 net sales were to companies engaged in the soft drink industry.
Additionally, approximately 16 percent of the Company's 2002 net sales were to
feed users.

RAW MATERIALS

The basic raw material of the corn refining industry is yellow dent corn.
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. Other

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business may or may not be hedged at any given time based on management's
judgment as to the need to fix the costs of its raw materials to protect the
Company's profitability. 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.

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 and 2002, the
Company sold and distributed certain designated sweetener production destined
for sale in the U.S. through CPMCP. See also Note 5 to the Consolidated
Financial Statements included herewith as part of Exhibit 13.1. Following the
December 2002 dissolution of CPMCP, the Company reverted to selling sweeteners
in the U.S. directly to manufacturers and distributors (as was the case prior to
2001). The Company generally contracts with trucking companies 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, 2002, the Company had approximately 6,500 employees, of
which approximately 800 were located in the U.S. Approximately 37 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
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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. Based upon
current laws and regulations and the enforcement and 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 future financial condition and
results of operations.

The Company currently anticipates that it may spend an immaterial amount in
fiscal 2003 for environmental control and wastewater treatment 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 has
proposed standards for industrial boilers. Once these standards are finalized,
the Company's U.S. facilities may require additional pollution control devices
to meet these standards. Currently, the Company cannot accurately estimate the
ultimate financial impact of the industrial boiler standards.

The Company's Internet address is www.cornproducts.com. The Company makes
available, free of charge through its Internet website, its annual report on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and
amendments to those reports filed or furnished pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended. These reports are made
available as soon as reasonably practicable after the respective reports are
electronically filed with or furnished to the Securities and Exchange
Commission.

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.

ITEM 2. PROPERTIES

The Company operates, directly and through its consolidated subsidiaries,
28 manufacturing facilities, 27 of which are owned and one of which is leased
(Jundiai, Brazil). In addition, the Company leases its corporate headquarters in
Westchester, Illinois. The following list details the locations of the Company's
manufacturing facilities within each of its three geographic regions:

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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. 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 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 state class actions
by direct and indirect customers, and in 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. A state law action filed in
Alabama was terminated on April 5, 2002 by order of the Circuit Court of Coosa
County, Alabama upon defendants' motions for summary judgement and to dismiss.
Bestfoods remains a party to the state law actions filed in California, the
District of Columbia, Kansas and West Virginia, 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.

On January 28, 2003, the Company filed with the United Mexican States a
Notice of Intent to Submit a Claim to Arbitration under Section B of Chapter 11
of the North American Free Trade Agreement. The notice declares the Company's
intention to seek compensation from the Mexican government for breaches of its
obligations under NAFTA. The Company seeks compensation for past and potential
damages, estimated in the notice to be approximately $250 million, flowing from
the imposition by the Mexican Congress of a highly discriminatory tax on soft
drinks containing HFCS. In the months following service of the notice, and
before service of the actual claim, the Company and Mexico are obliged under
NAFTA to undertake efforts to resolve the dispute.

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,
2002.

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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 "Common Stock Market Prices and Dividends."

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 "Ten-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. The Company has operated a
multinational business subject to the risks inherent in operating in foreign
countries and with foreign currencies for many years. 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 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
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

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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 flows 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 46 percent of the Company's
borrowings are fixed rate bonds and loans. The remaining 54 percent of the
Company's borrowings are at floating interest rates of which approximately 41
percent are long-term loans and 13 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 floating
interest rate for 2002 would have increased interest expense and lowered pretax
income for 2002 by approximately $2 million.

At December 31, 2002 and 2001, the carrying and fair value of long-term
debt, including the current portion, were as follows:

Competition. 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.

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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 typically 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 commodity price hedging instruments generally relate to
contracted firm-priced business. Based on the Company's overall commodity hedge
exposure at December 31, 2002, 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 Company consumes coal, natural gas,
electricity, wood and fuel oil to generate energy. The market prices for these
commodities vary depending on supply and demand, world economies and other
factors. The Company purchases these commodities based on its anticipated usage
and the future outlook for these costs. The Company cannot assure that it will
be able to purchase these commodities at prices that it can adequately pass on
to customers to sustain or increase profitability.

Volatility of Markets. The market price for the common stock of the
Company may be significantly affected by factors such as the announcement of new
products or services by the Company or its competitors; technological innovation
by the Company, its competitors or other vendors; quarterly variations in the
Company's operating results or the operating results of the Company's
competitors; general conditions in the Company's and its customers' markets;
changes in the earnings estimates by analysts or reported results that vary
materially from such estimates. In addition, the stock market has experienced
significant price fluctuations that have affected the market prices of equity
securities of many companies that have been unrelated to the operating
performance of any individual company. These broad market fluctuations may
materially and adversely affect the market price of the Company's common stock.

Uncertainty of Dividends. The payment of dividends is at the discretion of
the Company's Board of Directors and will be subject to the Company's financial
results and the availability of surplus funds to pay dividends. No assurance can
be given that the Company will continue to pay dividends.

Certain Anti-Takeover Effects. Certain provisions of the Company's Amended
and Restated Certificate of Incorporation (the "Corn Products Charter") and the
Company's By-laws (the "Corn Products By-Laws") and of the Delaware General
Corporation Law (the "DGCL") may have the effect of delaying, deterring or
preventing a change in control of the Company not approved by the Company's
Board. These provisions include (i) a classified Board of Directors, (ii) a
requirement of the unanimous consent of all stockholders for action to be taken
without a meeting, (iii) a requirement that special meetings of stockholders be
called only by the Chairman of the Board or the Board of Directors, (iv) advance
notice requirements for stockholder proposals and nominations, (v) limitations
on the ability of stockholders to amend, alter or repeal the Corn Products
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 Company's 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

12

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 2002
worldwide sales were made to companies engaged in the processed foods industry
and the soft drink industry. If the Company's processed foods customers or soft
drink customers were to substantially decrease their purchases, the business of
the Company might be materially adversely affected. 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 on Form 10-K contains or may contain 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; increased competitive and/or customer pressure
in the corn-refining industry; the outbreak or continuation of hostilities; and
stock market fluctuation and volatility. 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," "Consolidated
Financial Statements and Notes" and "Supplemental Financial Information."

13

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 2003 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.

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 headings "Equity Compensation Plan
Information as of December 31, 2002" and "Security Ownership of Certain
Beneficial Owners and Management" in the Proxy Statement is incorporated herein
by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information contained under the heading "Certain Relationships and
Related Transactions" in the Proxy Statement is incorporated herein by
reference.

PART IV

ITEM 14. CONTROLS AND PROCEDURES

The Chief Executive Officer and the Chief Financial Officer performed an
evaluation of the effectiveness of the Company's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this Form
10-K report. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the disclosure controls and procedures are
effective in ensuring that all material information required to be filed in this
report has been made known to them in a timely fashion. There have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect the Company's internal controls subsequent to the
date the Chief Executive Officer and Chief Financial Officer completed their
evaluation.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

ITEM 15(a)(1) CONSOLIDATED FINANCIAL STATEMENTS

Incorporated by reference from Exhibit 13.1 filed herewith, sections
entitled "Report of Management," "Report of Independent Auditors," "Consolidated
Financial Statements and Notes" and "Supplemental Financial Information."

ITEM 15(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 consolidated financial
statements and notes thereto.

14

ITEM 15(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:

ITEM 15(B) REPORTS ON FORM 8-K

On November 18, 2002, the Company filed a report on Form 8-K to disclose
that it entered into the Second Supplemental Indenture which supplements the
Indenture dated as of August 18, 1999, as supplemented by the First Supplemental
Indenture dated as of July 8, 2002, between the Company and The Bank of New
York, a New York banking corporation, as trustee.

15

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 21st day of
March, 2003.

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 21st day of March, 2003.

(Being the principal executive officer, the principal financial officer, the
controller and all of the directors of Corn Products International, Inc.)

17

CERTIFICATIONS

I, Samuel C. Scott III, certify that:

1. I have reviewed this annual report on Form 10-K of Corn Products
International, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;

b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

/s/ SAMUEL C. SCOTT III
--------------------------------------
Samuel C. Scott III
Chairman, President and
Chief Executive Officer

Date: March 21, 2003

18

CERTIFICATIONS

I, James W. Ripley, certify that:

1. I have reviewed this annual report on Form 10-K of Corn Products
International, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;

b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

/s/ JAMES W. RIPLEY
--------------------------------------
James W. Ripley
Vice President and
Chief Financial Officer

Date: March 21, 2003

19

EXHIBIT INDEX

- ---------------

* 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.

21