Summary of CORN PRODUCTS INTERNATIONAL INC

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are one of the world's 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 corn refining industry is highly competitive. Many of our products are viewed as commodities that compete with virtually identical products manufactured by other companies in the industry. However, we have twenty-eight manufacturing plants located throughout North America, South America and Asia/Africa and we manage and operate our businesses at a local level. We believe this approach provides us with a unique understanding of the cultures and product requirements in each of the geographic markets in which we operate, bringing added value to our customers. Our sweeteners are found in products such as baked goods, candies, chewing gum, dairy products and ice cream, soft drinks and beer. Our starches are a staple of the food, paper, textile and corrugating industries.

For the third quarter and first nine months of 2009, we experienced significant declines in net sales, operating income, net income and diluted earnings per common share from our strong performance of a year ago. The global economic recession continued to negatively impact our business. Improved product selling prices for sweeteners and starches were not sufficient to offset the unfavorable impacts of reduced co-product selling prices, foreign currency devaluations and weaker volumes. Co-product selling prices are substantially lower than in 2008, particularly for corn oil. Also, the challenging global economic environment has made it more difficult to achieve pricing and volume improvement in our international business to recapture the unfavorable impact of currency devaluations, compared to our historical experience. Given this difficult environment, we recorded a $125 million charge ($110 million after-tax, or $1.47 per diluted common share) for impaired assets and restructuring costs in the second quarter of 2009. Among other things, the charge included the write-off of $119 million of goodwill pertaining to the Company's operations in South Korea and a $5 million charge to write-off impaired assets in North America. See also Note 3 of the notes to the condensed consolidated financial statements. Looking forward, we expect that operating income in each of our three geographic regions for full year 2009 will decrease significantly from 2008. We also expect that our diluted earnings per common share for 2009 (exclusive of the second quarter 2009 impairment and restructuring charges) will be substantially lower than the $3.52 per diluted common share earned in 2008.

Despite the difficulties presented by the global economic recession, we currently expect that our future operating cash flows, borrowing availability under our credit facilities and access to debt markets will provide us with sufficient liquidity to grow our business and meet our financial obligations.

Results of Operations

We have significant operations in North America, South America and Asia/Africa. For most of our foreign subsidiaries, the local foreign currency is the functional currency. Accordingly, revenues and expenses denominated in the functional currencies of these subsidiaries are translated into US dollars at the applicable average exchange rates for the period. Fluctuations in foreign currency exchange rates affect the US dollar amounts of our

foreign subsidiaries' revenues and expenses. The impact of currency exchange rate changes, where significant, is provided below.

For The Three Months and Nine Months Ended September 30, 2009

With Comparatives for the Three Months and Nine Months Ended September 30, 2008

Net Income. Net income for the quarter ended September 30, 2009 decreased to $52.8 million, or $0.70 per diluted share, from $88.1 million, or $1.15 per diluted share, in the third quarter of 2008. The decrease in net income primarily reflects a significant decline in operating income across all of our regions principally driven by reduced co-product selling prices, foreign currency devaluations and lower sales volumes. For the nine months ended September 30, 2009 we incurred a net loss of $15.2 million, or a net loss of $0.20 per diluted common share, as compared to net income of $220.8 million, or $2.90 per diluted common share, in the prior year period. The results for the nine months ended September 30, 2009 include a $125 million charge ($110 million after-tax, or $1.47 per diluted common share) for impaired assets and restructuring costs that was recorded in the second quarter of 2009. The charge consists of a $119 million write-off of goodwill pertaining to our operations in South Korea, a $5 million write-off of impaired assets in North America and a $1 million charge for employee severance and related benefit costs primarily attributable to the termination of employees in our Asia/Africa region. See also Note 3 of the notes to the condensed consolidated financial statements. Results for the nine months ended September 30, 2008 included $4 million of expenses, or $0.05 per diluted common share, related to the terminated merger with Bunge Limited ("Bunge"). While the decrease in net income includes the impact of the impairment and restructuring charges, it also reflects a significant decline in operating income across all of our regions principally driven by reduced co-product selling prices, foreign currency devaluations and lower sales volumes. Increased financing costs also contributed to the decline.

Net Sales. Third quarter net sales totaled $971 million, down 10 percent from third quarter 2008 net sales of $1.08 billion. The decrease reflects an unfavorable currency translation impact of 5 percent due to weaker foreign currencies, a price/product mix decline of approximately 3 percent and a 2 percent volume decline driven by reduced demand attributable to the global economic recession. Co-product sales of $177 million for third quarter 2009 decreased 27 percent from $242 million in the prior year period, reflecting lower pricing and reduced volume. North American net sales for third quarter 2009 decreased 9 percent to $598 million from $660 million a year ago. The decrease reflects a volume reduction of approximately 5 percent, a price/product mix decline of 3 percent and an unfavorable currency translation impact of 1 percent. In South America, third quarter 2009 net sales decreased 11 percent to $271 million from $305 million in the prior year period. This decrease reflects unfavorable currency translation of 11 percent and a 4 percent price/product mix decline, which more than offset a 4 percent volume improvement. In Asia/Africa, third quarter 2009 net sales fell 15 percent to $101 million from $119 million a year ago. The decrease reflects a 10 percent decline attributable to currency translation and a 5 percent price/product mix decline. Volume in the region was flat.

Net sales for the nine months ended September 30, 2009 totaled $2.71 billion, down 11 percent from $3.04 billion a year ago. The decrease reflects unfavorable currency translation of 8 percent attributable to weaker foreign currencies and a 5 percent volume decline due to reduced demand attributable to the global economic recession, which more than offset a price/product mix improvement of 2 percent. Co-product sales of $498 million for the first nine months of 2009 decreased 27 percent from $685 million in the prior year period, reflecting lower pricing and reduced volume. Net sales in North America for the first nine months of 2009

decreased 5 percent to $1.71 billion from $1.81 billion a year ago. The decrease reflects a 6 percent volume reduction and a 2 percent decline attributable to currency translation, which more than offset price/product mix improvement of 3 percent. In South America, net sales for the first nine months of 2009 decreased 18 percent to $714 million from $874 million in the prior year period, reflecting unfavorable currency translation of 17 percent and a 1 percent volume decline. Price/product mix was relatively flat. In Asia/Africa, net sales for the first nine months of 2009 fell 21 percent to $286 million from $363 million a year ago. The decrease reflects a 16 percent decline attributable to currency translation and a 9 percent volume reduction due to lower demand, which more than offset a 4 percent price/product mix improvement.

Historically, we have generally been able to recapture foreign currency devaluations through higher selling prices within a period of three to six months. However, given the global economic recession, it is taking us longer to recover the impact of devaluations through pricing improvements. Additionally, we expect a decline in co-product sales for full year 2009 driven by lower market prices, particularly for corn oil.

Cost of Sales and Operating Expenses. Cost of sales of $817 million for third quarter 2009 declined 7 percent from $880 million in the prior year period. The decline primarily reflects reduced volume, currency translation and lower corn costs in South America. Currency translation attributable to the stronger US dollar caused cost of sales for third quarter 2009 to decrease approximately 5 percent from the prior year period. Gross corn costs for third quarter 2009 decreased approximately 9 percent from a year ago. Cost of sales for the first nine months of 2009 decreased 5 percent to $2.36 billion from $2.48 billion a year ago. The decrease principally reflects reduced volume and currency translation. Currency translation attributable to the stronger US dollar caused cost of sales for the first nine months of 2009 to decrease approximately 9 percent from the year ago period. Gross corn costs for the first nine months of 2009 declined approximately 2 percent from the prior year period. Our gross profit margin for the third quarter and first nine months of 2009 was 15.8 percent and 13.2 percent, respectively, compared to 18.8 percent and 18.5 percent last year.

Operating expenses of $65.9 million for third quarter 2009 declined slightly from $66.8 million a year ago mainly due to currency translation. Operating expenses for the first nine months of 2009 decreased to $181.6 million from $207.8 million last year. This decrease primarily reflects reduced compensation-related costs and weaker foreign currencies. Currency translation attributable to the stronger US dollar caused operating expenses for the third quarter and first nine months of 2009 to decrease approximately 4 percent and 6 percent, respectively, from the year ago periods. Operating expenses, as a percentage of net sales, were 6.8 percent and 6.7 percent for the third quarter and first nine months of 2009, respectively, compared to 6.2 percent and 6.8 percent in the prior year periods.

Operating Income. Third quarter 2009 operating income decreased 41 percent to $87.8 million, from $147.8 million a year ago, as earnings declined across all of our regions. Currency translation attributable to weaker foreign currencies caused operating income to decline by approximately $7 million from the prior year period. North America operating income for third quarter 2009 decreased 42 percent to $61.1 million from $104.9 million a year ago, as earnings declined throughout the region. This decline primarily reflects lower co-product pricing, higher corn costs and reduced sales volumes attributable to the weak economy. Currency translation attributable to the weaker Canadian dollar caused operating income to decline by approximately $1 million in the region. South America operating income for third quarter 2009 decreased 15 percent to $37.3 million from $44.1 million a year ago, as earnings declined throughout the region. This decline reflects the unfavorable translation impact of weaker foreign currencies and reduced product pricing, which more than offset lower corn costs and improved

sales volume. Translation effects associated with weaker South American currencies caused operating income to decline by approximately $5 million in the region. Asia/Africa operating income decreased 63 percent to $3.7 million from $10.0 million a year ago, as earnings declined throughout the region. This decline primarily reflects weaker product pricing environments in South Korea and Southeast Asia, and softer sales volume in Pakistan, where a government power rationing program is reducing customer demand. Lower customer demand in China and Kenya also contributed to the earnings decline in the region. Currency translation mainly attributable to weaker Asian currencies reduced operating income by approximately $1 million in the region.

Operating income for the nine months ended September 30, 2009 decreased to $53.7 million from $370.3 million a year ago. This decrease partially reflects the impact of the $125 million impairment and restructuring charge that we recorded in the second quarter of 2009. Without the impairment and restructuring charge, operating income would have been $178.7 million for the first nine months of 2009, down 52 percent from a year ago, as earnings declined across all of our regions. Currency translation attributable to weaker foreign currencies caused operating income to decline by approximately $31 million from the prior year period. North America operating income decreased 57 percent to $114.8 million from $265.7 million a year ago, as earnings declined throughout the region. The decline primarily reflects lower co-product pricing, higher corn costs and reduced sales volumes attributable to the weak economy. Currency translation attributable to the weaker Canadian dollar caused operating income to decline by approximately $8 million in the region. South America operating income decreased 19 percent to $91.4 million from $112.8 million a year ago, as lower earnings in Brazil and in the Andean region of South America more than offset earnings growth in the Southern Cone of South America. Lower corn costs partially offset the unfavorable translation impact of weaker foreign currencies and slightly reduced sales volume in the region. Translation effects associated with weaker South American currencies caused operating income to decline by approximately $20 million in the region. Asia/Africa operating income decreased 69 percent to $11.2 million from $35.6 million a year ago, as earnings declined throughout the region. This earnings decline primarily reflects lower operating results in South Korea where a weaker Korean won, high corn costs and reduced sales volume attributable to a difficult economy drove an operating loss for the first nine months. Lower earnings in Pakistan, principally driven by reduced demand and a weaker local currency, also contributed substantially to the earnings decline in the region. Currency translation attributable to weaker Asian currencies reduced operating income by approximately $3 million in the region.

Financing Costs-net. Financing costs for third quarter 2009 declined 3 percent from a year ago, as a decrease in interest expense driven by lower interest rates more than offset foreign currency transaction losses and a reduction in interest income. For the first nine months of 2009 financing costs rose 31 percent from the prior year period, as foreign currency transaction losses and a reduction in interest income more than offset a decrease in interest expense driven by lower interest rates.

Provision for Income Taxes. Our effective income tax rate for the third quarter and first nine months of 2009 was 31.2 percent and 148.0 percent, respectively, as compared to 34.9 percent and 34.5 percent in the prior year periods. The rate decrease for third quarter 2009 primarily reflects the impact of certain discrete items. The rate increase for the first nine months of 2009 primarily reflects the tax effect of our goodwill write-off and an increase to our valuation allowance in Korea in the second quarter of 2009. Excluding the impact of Korea and discrete items, our effective tax rate for the third quarter and first nine months of 2009 would

have been approximately 34 percent, consistent with the comparable prior year periods. See also Note 10 of the notes to the condensed consolidated financial statements.

Net Income Attributable to Non-controlling Interests. The decrease in net income attributable to non-controlling interests for the third quarter and first nine months of 2009, as compared to the comparable prior year periods, primarily reflects lower earnings in Pakistan.

Comprehensive Income Attributable to CPI. We recorded comprehensive income of $158 million for the third quarter of 2009, compared to a comprehensive loss of $321 million in the same period last year. For the first nine months of 2009, we recorded comprehensive income of $194 million, as compared with a comprehensive loss of $23 million a year ago. These increases primarily reflect the effects of our commodity hedging contracts and favorable variances in the currency translation adjustment, which more than offset our lower net income. The favorable variances in the currency translation adjustment reflect a strengthening in end of period foreign currencies during the 2009 periods as compared to the 2008 periods when end of period foreign currencies had weakened.

Liquidity and Capital Resources

Cash provided by operating activities for the first nine months of 2009 was $368 million as compared to $16 million a year ago. The increase in operating cash flow primarily reflects an improvement in cash flow from working capital activities, which more than offset our reduction in earnings. The increase in cash flow from working capital activities was driven principally by a $307 million year over year change in our margin accounts related to corn futures and option contracts. To manage price risk related to corn purchases in North America, we use corn futures and options contracts to lock in our corn costs associated with firm-priced customer sales contracts. We are unable to hedge price risk related to co-product sales. As the market price of corn fluctuates, our derivative instruments change in value and we fund any unrealized losses or receive cash for any unrealized gains related to outstanding corn futures and option contracts. We plan to continue to use corn futures and option contracts to hedge the price risk associated with firm-priced customer sales contracts in our North American business and accordingly, we will be required to make or be entitled to receive, cash deposits for margin calls depending on the movement in the market price for corn. Our cash flow from working capital activities for 2009 also reflects a significant reduction in inventories driven by reduced volume and lower corn prices. Capital expenditures of $98 million for the first nine months 2009 are in line with our capital spending plan for the year. We anticipate that our capital expenditures for full year 2009 will approximate $150 million. In the third quarter of 2009, we increased our ownership interest in GTC Nutrition from 75 percent to 100 percent by acquiring the shares from the holders of the non-controlling interest for $3 million in cash. We recorded a charge of approximately $2 million to additional paid-in capital as a result of the transaction.

We have a $500 million senior, unsecured revolving credit facility consisting of a $470 million US revolving credit facility and a $30 million Canadian revolving credit facility (together, the "Revolving Credit Agreement") that matures in April 2012. At September 30, 2009, there were $234 million of borrowings outstanding under the US revolving credit facility. We had no borrowings outstanding under the Canadian revolving credit facility at September 30, 2009. In addition to borrowing availability under our Revolving Credit Agreement, we also have approximately $276 million of unused operating lines of credit in the various foreign countries in which we operate. At September 30, 2009, we had total debt outstanding of $695 million, compared to $866 million at December 31, 2008. In addition to the borrowings under the Revolving Credit Agreement, the debt includes $200 million of 6.0 percent senior notes due

2017, $100 million (face amount) of 6.625 percent senior notes due 2037 and $162 million of consolidated subsidiary debt consisting of local country short-term borrowings. The weighted average interest rate on our total indebtedness was approximately 4.9 percent for the first nine months of 2009, down from 7.1 percent in the comparable prior year period.

On August 15, 2009, we repaid the $150 million 8.45 percent senior notes at the maturity date.

On September 16, 2009, our board of directors declared a quarterly cash dividend of $0.14 per share of common stock. This dividend was paid on October 26, 2009 to stockholders of record at the close of business on September 30, 2009.

We expect to issue long-term fixed-rate senior notes as appropriate opportunities are presented in the debt market. In the event market conditions do not provide appropriate opportunities to issue new debt then we may be required to reclassify a loss associated with our $50 million Treasury Lock Agreement from the accumulated other comprehensive loss account included in the equity section of our balance sheet into earnings. See also "Interest Rate Risk" below and Note 8 of the notes to the condensed consolidated financial statements for additional information.

The global economic recession presents many challenges. Co-product values have declined substantially from the record levels of 2008 (particularly corn oil), market prices for corn are volatile, foreign currencies have weakened against the US dollar and it is taking us longer than it has in the past to recapture the impact of currency devaluations. Additionally, world-wide demand for our products is soft. Despite the difficulties presented by the global economic recession, we currently expect that our future operating cash flows, borrowing availability under our credit facilities and access to debt markets will provide us with sufficient liquidity to fund our anticipated capital expenditures, dividends, potential acquisitions and other investing and/or financing strategies for the foreseeable future.

Hedging:

We are exposed to market risk stemming from changes in commodity prices, foreign currency exchange rates and interest rates. In the normal course of business, we actively manage our exposure to these market risks by entering into various hedging transactions, authorized under established policies that place clear controls on these activities. The counterparties in these transactions are generally highly rated institutions. Our hedging transactions include but are not limited to a variety of derivative financial instruments such as commodity futures, options and swap contracts, forward currency contracts and options, interest rate swap agreements and treasury lock agreements. See Note 8 of the notes to the condensed consolidated financial statements for additional information.

Commodity Price Risk:

We use derivatives to manage price risk related to purchases of corn and natural gas used in the manufacturing process. We periodically enter into futures, options and swap contracts for a portion of our anticipated corn and natural gas usage, generally over the following twelve to eighteen months, in order to hedge price risk associated with fluctuations in market prices. These derivative instruments are recognized at fair value and have effectively reduced our exposure to changes in market prices for these commodities. We are unable to hedge price risk related to co-product sales. Unrealized gains and losses associated with

marking our commodities-based derivative instruments to market are recorded as a component of other comprehensive income. At September 30, 2009, our accumulated other comprehensive loss account included $99 million of losses, net of tax of $60 million, related to these derivative instruments. It is anticipated that approximately $91 million of these losses, net of tax, will be reclassified into earnings during the next twelve months. We expect the losses to be offset by changes in the underlying commodities cost.

Foreign Currency Exchange Risk:

Due to our global operations, we are exposed to fluctuations in foreign currency exchange rates. As a result, we have exposure to translational foreign exchange risk when our foreign operation results are translated to US dollars (USD) and to transactional foreign exchange risk when transactions not denominated in the functional currency of the operating unit are revalued. We primarily use foreign currency forward contracts, swaps and options to selectively hedge our foreign currency transactional exposures. We generally hedge up to 12 months forward. As of September 30, 2009, we had $23 million of net notional foreign currency forward contracts that hedged net liability transactional exposures.

Interest Rate Risk:

We are exposed to interest rate volatility with regard to future issuances of fixed-rate debt, and existing and future issuances of variable-rate debt. Primary exposures include US Treasury rates, LIBOR, and local short-term borrowing rates. We use interest rate swaps and Treasury Lock agreements ("T-Locks") to hedge our exposure to interest rate changes, to reduce the volatility of our financing costs, and to achieve a desired proportion of fixed versus floating rate debt, based on current and projected market conditions. Generally, for interest rate swaps, we agree with a counterparty to exchange the difference between fixed-rate and floating-rate interest amounts based on an agreed notional principal amount. At September 30, 2009, we did not have any interest rate swaps outstanding.

In conjunction with our plan to issue long-term fixed-rate debt and in order to manage our exposure to variability in the benchmark interest rate on which the fixed interest rate of the planned debt is expected to be based, we entered into a T-Lock with respect to $50 million of such future indebtedness (the "T-Lock"). The T-Lock is designated as a hedge of the variability in cash flows associated with future interest payments caused by market fluctuations in the benchmark interest rate between the time the T-Lock was entered and the time the debt is priced. It is accounted for as a cash flow hedge. The T-Lock expired on April 30, 2009 and we paid approximately $6 million, representing the losses on the T-Lock, to settle the agreements. The $6 million loss was recorded to the accumulated other comprehensive loss account in the equity section of our balance sheet and will be amortized to financing costs over the term of the long-term fixed-rate debt that we plan to issue. If we do not issue new debt, then we may be required to reclassify a portion of the deferred loss on the T-Lock from the accumulated other comprehensive loss account into earnings. See also Note 8 of the notes to the condensed consolidated financial statements for additional information.

At September 30, 2009, our accumulated other comprehensive loss account included $6 million of losses (net of tax of $3 million) related to T-Locks, of which $3 million (net of tax of $2 million) related to the $50 million T-Lock.

Critical Accounting Policies and Estimates

Our critical accounting policies and estimates are provided in the Management's Discussion and Analysis of Financial Condition and Results of Operations included in our 2008 Annual Report on Form 10-K. There have been no changes to our critical accounting policies and estimates during the nine months ended September 30, 2009.

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