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Chiquita Brands International Inc – ‘10-K’ for 12/31/07 – EX-13

On:  Friday, 2/29/08, at 6:13am ET   ·   For:  12/31/07   ·   Accession #:  1193125-8-42574   ·   File #:  1-01550

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/29/08  Chiquita Brands International Inc 10-K       12/31/07   11:1.7M                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    354K 
 2: EX-10.16    International Banana Purchase Agreement F.O.B.      HTML    147K 
 3: EX-10.23    Long-Term Incentive Program 2008 - 2010 Terms       HTML     16K 
 4: EX-10.41    Employment Arrangements With Michel Loeb            HTML    149K 
 5: EX-13       Consolidated Financial Statements, Md & A and       HTML    907K 
                          Selected Financial Data in 2007 AR                     
 6: EX-21       Chiquita Brands International, Inc. Subsidiaries    HTML     22K 
 7: EX-23       Consent of Independent Registered Public            HTML     14K 
                          Accounting Firm                                        
 8: EX-24       Powers of Attorney                                  HTML     17K 
 9: EX-31.1     Section 302 CEO Certification                       HTML     12K 
10: EX-31.2     Section 302 CFO Certification                       HTML     12K 
11: EX-32       Section 906 CEO & CFO Certification                 HTML      9K 

EXHIBIT 13

Statement of Management Responsibility

The financial statements and related financial information presented in this Annual Report are the responsibility of Chiquita Brands International, Inc. management, which believes that they present fairly the company’s consolidated financial position, results of operations, and cash flows in accordance with generally accepted accounting principles.

The company’s management is responsible for establishing and maintaining adequate internal controls. The company has a system of internal accounting controls, which includes internal control over financial reporting and is supported by formal financial and administrative policies. This system is designed to provide reasonable assurance that the company’s financial records can be relied on for preparation of its financial statements and that its assets are safeguarded against loss from unauthorized use or disposition.

The company also has a system of disclosure controls and procedures designed to ensure that material information relating to the company and its consolidated subsidiaries is made known to the company representatives who prepare and are responsible for the company’s financial statements and periodic reports filed with the Securities and Exchange Commission (“SEC”). The effectiveness of these disclosure controls and procedures is reviewed quarterly by management, including the company’s Chief Executive Officer and Chief Financial Officer. Management modifies these disclosure controls and procedures as a result of the quarterly reviews or as changes occur in business conditions, operations or reporting requirements.

The company’s worldwide internal audit function, which reports to the Audit Committee, reviews the adequacy and effectiveness of controls and compliance with the company’s policies.

Chiquita has published its Core Values and Code of Conduct which establish the company’s high standards for ethical business conduct. The company maintains a helpline, administered by an independent company, that employees and other third parties can use confidentially and anonymously to communicate suspected violations of the company’s Core Values or Code of Conduct, including concerns regarding accounting, internal accounting control or auditing matters. Summaries of all calls are provided monthly, and any significant concerns related to accounting, internal accounting control or auditing matters are forwarded immediately upon receipt, to the chairman of the audit committee of the board of directors.

The Audit Committee of the Board of Directors consists solely of directors who are considered independent under applicable New York Stock Exchange rules. One member of the Audit Committee, Howard W. Barker, Jr., has been determined by the Board of Directors to be an "audit committee financial expert" as defined by SEC rules. The Audit Committee reviews the company’s financial statements and periodic reports filed with the SEC, as well as the company’s internal control over financial reporting including its accounting policies. In performing its reviews, the Committee meets periodically with the independent auditors, management and internal auditors, both together and separately, to discuss these matters.

The Audit Committee engages Ernst & Young, an independent registered public accounting firm, to audit the company’s financial statements and its internal control over financial reporting and to express opinions thereon. The scope of the audits is set by Ernst & Young following review and discussion with the Audit Committee. Ernst & Young has full and free access to all company records and personnel in conducting its audits. Representatives of Ernst & Young meet regularly with the Audit Committee, with and without members of management present, to discuss their audit work and any other matters they believe should be brought to the attention of the Committee. Ernst & Young has issued opinions on the company’s financial statements and the effectiveness of the company’s internal control over financial reporting. These reports appear on pages 26 and 27.

Management’s Assessment of the Company’s Internal Control over Financial Reporting

The company’s management assessed the effectiveness of the company’s internal control over financial reporting as of December 31, 2007. Based on management’s assessment, management believes that, as of December 31, 2007, the company’s internal control over financial reporting was effective based on the criteria in Internal Control – Integrated Framework, as set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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

OVERVIEW

Chiquita Brands International, Inc. (“CBII”) and its subsidiaries (collectively, “Chiquita” or the company) operate as a leading international marketer and distributor of high-quality fresh and value-added produce, which is sold under the premium Chiquita^® and Fresh Express^® brands and other trademarks. The company is one of the largest banana producers in the world and a major supplier of bananas in Europe and North America. In Europe, the company is the market leader and obtains a price premium for its Chiquita^® bananas, and the company holds the No. 2 market position in North America for bananas. In North America, the company is the market segment leader and obtains a price premium with its Fresh Express^® brand of value-added salads.

Significant financial items in 2007 included the following:

Absent the charges over the past two years related to the 2007 restructuring, the 2006 goodwill impairment and the plea agreement with the DOJ recorded in 2006, the company’s operating results in 2007 improved compared to 2006 primarily due to favorable European exchange rates and improved banana pricing in both Europe and North America, partially offset by higher industry and other costs.

The company focuses on healthy, value-added, higher-margin products and will seek to selectively invest in markets that have the greatest potential for profitable growth, while maintaining its commitment to profitable traditional product lines. Chiquita’s key strategic objectives are to:

In addition, the company’s goal is to increase revenues from new value-added products. A major focus of the company’s innovation efforts is expanding distribution channels, extending product shelf life and developing new product offerings to meet the growing desire of consumers for healthy, convenient and fresh food choices.

The company is also keenly focused on meeting consumer needs for healthy, convenient, fresh foods and on meeting customer needs by excelling in category management, product quality, customer service and in-store execution. In 2007, for example, Progressive Grocer magazine recognized both Chiquita and Fresh Express as Category Captains for exceptional category management for the ninth and seventh consecutive years, respectively.

Chiquita is also focused on improving its debt-to-capital ratio and its financing arrangements to allow for greater covenant flexibility and focus on shareholder returns. In the past year, Chiquita has performed a sale-leaseback of its ships, issued convertible senior notes and entered into a commitment letter with Rabobank to refinance the remaining portions of its existing senior secured credit facility.

In 2007, the company continued to expand its distribution of convenient, single “Chiquita To Go” bananas, which use proprietary packaging technologies to extend the shelf life of bananas. In 2006, the company successfully introduced “Just Fruit in a Bottle” in Belgium and in 2007 it became the leading fruit smoothie in that country. Due to its success, the company expanded the distribution of “Just Fruit in a Bottle” to Germany and the Netherlands in 2007 and intends to expand into other European countries in the future. Fresh Express also continued to add new offerings in 2007, including “Mediterranean Supreme” and “Pacifica! Veggie Supreme” blends, to its line of ready-to-eat salad kits and premium value-added salads. Chiquita intends to continue providing value-added products and services in ways it believes better satisfy consumers, increase retailer profitability and boost the in-store presence of Chiquita and Fresh Express branded products.

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The company also focuses on effective management of risks in its business. However, the company operates in a highly competitive industry and is subject to significant risks beyond its immediate control. The major risks facing the business include industry and other product supply cost increases, weather and agricultural disruptions and their potential impact on produce quality and supply, industry and pricing dynamics following the 2006 implementation of a tariff-only banana import regime in the European Union (“EU”), the company’s ability to achieve the full expected benefits from its October 2007 restructuring, consumer concerns regarding the safety of packaged salads, exchange rates, risks of governmental investigations and other contingencies, and access to and cost of capital.

Transportation costs are significant in the company’s business, and the market price of fuel is an important variable component of transportation costs. The company attempts to pass through to customers any increased fuel costs, but the company has not been able to fully recover these cost increases. The company also enters into hedge contracts which permit it to lock in fuel purchase prices for up to three years on up to 75% of the fuel consumed in its ocean shipping fleet, and thereby minimize the volatility that fuel prices could have on its operating results. However, these hedging strategies cannot fully protect against continually rising fuel rates and entail the risk of loss if market fuel rates decline (see Note 10 to the Consolidated Financial Statements). At December 31, 2007, the company had 65% hedge coverage through January 2010 on fuel used in its banana shipments to core markets in North America and Europe; in relation to market forward fuel prices at December 31, 2007, these hedge positions entailed gains of $24 million in 2008, $21 million in 2009, and $4 million in 2010.

The cost of paper and plastics are also significant to the company because bananas and some other produce items are packed in cardboard boxes for shipment, and packaged salads are shipped in plastic packaging. If the price of paper and/or plastics increases, or results in a higher cost to the company to purchase fresh produce, and the company is not able to effectively pass these price increases along to its customers, the company’s operating income would decrease.

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which occurred in the fourth quarter of 2005. These storms, along with Hurricane Katrina in 2005, caused significant damage to banana cultivations and port facilities and resulted in increased costs for alternative banana sourcing, logistics and farm rehabilitation, and write-downs of damaged farms.

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wasted corporate assets in connection with the payments that were subject to the company’s September 2007 plea agreement with the DOJ; (iii) an investigation by EU competition authorities relating to prior information sharing in Europe; and (iv) customs proceedings in Italy.

OPERATIONS

Beginning in 2007, the company modified its reportable business segments to better align with the company’s internal management reporting procedures and practices of other consumer food companies. The company now reports three business segments: Bananas, Salads and Healthy Snacks, and Other Produce. The Banana segment, which is essentially unchanged, includes the sourcing (purchase and production), transportation, marketing and distribution of bananas. The Salads and Healthy Snacks segment (formerly the Fresh Cut segment) includes value-added salads, fresh vegetable and fruit products used in foodservice, healthy snacking operations, as well as processed fruit ingredient products which were previously disclosed in “Other.” The Other Produce segment (formerly the Fresh Select segment) includes the sourcing, marketing and distribution of whole fresh fruits and vegetables other than bananas. In addition, to provide more transparency to the operating results of each segment, the company no longer allocates certain corporate expenses to the reportable segments. Prior period figures have been reclassified to reflect these changes. The company evaluates the performance of its business segments based on operating income.

Amounts reported for periods prior to 2007 may differ from previous Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q due to the adoption of FSP AUG AIR-1, “Accounting for Planned Major Maintenance Activities.” See Note 1 to the Consolidated Financial Statements for a more detailed description and quantification of the changes.

Financial information for each segment follows:

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Banana Segment

Net sales

Banana segment net sales for 2007 increased 4% versus 2006. The improvement resulted from increased volume in core European and North American markets and favorable foreign exchange rates, partly offset by lower volume in core European and trading markets.

Net sales for 2006 decreased 1% versus 2005. The decrease resulted from lower banana pricing in Europe, which was mostly offset by higher volume in Europe and improved pricing in North America.

Operating income

2007 compared to 2006. The Banana segment operating income for 2007 was $115 million, compared to $63 million for 2006. Banana segment operating results were positively affected by:

These improvements were partially offset by:

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The company’s banana sales volumes (in 40-pound box equivalents) were as follows:

The following table shows the company’s banana prices and banana volume (percentage change 2007 compared to 2006):

The average spot and hedged euro exchange rates were as follows:

The company has entered into put option contracts and collars to hedge its risks associated with euro exchange rate movements. Put options require an upfront premium payment. These put options can reduce the negative earnings and cash flow impact on the company of a significant future decline in the

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value of the euro, without limiting the benefit the company would receive from a stronger euro. Collars include call options, the sale of which reduces the company’s net option premium expense but could limit the benefit received from a stronger euro. Foreign currency hedging costs charged to the Consolidated Statement of Income were $19 million in 2007, compared to $17 million in 2006. These costs relate primarily to hedging the company’s net cash flow exposure to fluctuations in the U.S. dollar value of its euro-denominated sales. The company’s total cost of euro hedging is expected to be approximately $13 million in 2008. At December 31, 2007, unrealized losses of $10 million on the company’s currency hedges were included in “Accumulated other comprehensive income,” substantially all of which is expected to be reclassified to net income during the next 12 months.

The company also enters into forward contracts to hedge the price of bunker fuel used in its core shipping operations, to minimize the volatility that changes in fuel prices could have on its operating results. Unrealized gains of $49 million on these forwards were included in “Accumulated other comprehensive income” at December 31, 2007, of which $24 million is expected to be reclassified to net income during the next 12 months.

2006 compared to 2005. The Banana segment operating income for 2006 was $63 million, compared to $235 million for 2005. Banana segment operating results were adversely affected by:

These adverse items were offset in part by:

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Salads and Healthy Snacks Segment

Net sales

Salads and Healthy Snacks segment net sales increased to $1.3 billion in 2007 compared to $1.2 billion in 2006. Net sales increased to $1.2 billion in 2006 compared to $590 million in 2005 due to the acquisition of Fresh Express in June 2005.

Operating income

2007 compared to 2006. The Salads and Healthy Snacks segment had operating income of $31 million in 2007, compared to $32 million in 2006. Salads and Healthy Snacks segment operating results were adversely impacted by:

These adverse items were offset in part by:

2006 compared to 2005. The Salads and Healthy Snacks segment had operating income of $32 million in 2006, compared to an operating loss of $2 million in 2005. Salads and Healthy Snacks segment operating results were positively affected by:

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These items were offset in part by:

The Salads and Healthy Snacks segment operating income reflected approximately $18 million of depreciation and $5 million of amortization for Fresh Express in the first half of 2006, which explains the increase in consolidated depreciation and amortization expense from 2005, since the acquisition of Fresh Express was completed in June 2005.

Other Produce Segment

Net sales

Other Produce segment net sales were flat at $1.4 billion for 2007, 2006 and 2005.

Operating income

2007 compared to 2006. In the Other Produce segment, which includes the sourcing, marketing and distribution of whole fresh fruits and vegetables other than bananas, the operating loss for 2007 was $27 million, compared to an operating loss of $33 million in 2006. Other Produce segment operating results were positively affected by:

This benefit was partially offset by:

2006 compared to 2005. The Other Produce segment had an operating loss of $33 million in 2006, compared to operating income of $14 million in 2005. The 2006 operating results included a $29 million charge for goodwill impairment at Atlanta AG. Aside from the impairment charge, year-over-year improvements in the company’s North American Other Produce operations were more than offset by a decline in profitability at Atlanta AG, and lower pricing and currency-related declines in the company’s Chilean operations. The decline in profitability of Atlanta AG resulted from intense price competition in its primary market of Germany, as well as $3 million of charges late in 2006 related to rationalization of its distribution network, including the closure of one facility.

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Corporate

Operating income

2007 compared to 2006. The company’s Corporate expenses were $61 million in 2007, compared to $89 million in 2006. Corporate expenses benefited from the absence of a $25 million charge in 2006 related to the plea agreement with the U.S. Justice Department for payments made by the company’s former Colombian subsidiary to a group designated under U.S. law as a foreign terrorist organization. In addition, legal and professional expenses increased by $2 million in 2007 compared to 2006.

2006 compared to 2005. Corporate expenses totaled $89 million in 2006 compared to $58 million in 2005. The increase was primarily due to a $25 million charge and associated professional fees for the plea agreement with the Justice Department related to the company’s former Colombian subsidiary.

Interest and Other Income (Expense)

Interest income was $11 million in 2007, $9 million in 2006 and $10 million in 2005. Interest expense was $87 million in 2007, $86 million in 2006 and $60 million in 2005. Interest expense increased in 2007 compared to 2006 due to $2 million of charges for the write-off of deferred debt issue costs resulting from the sale of the company’s shipping fleet, higher average revolver borrowings and higher variable interest rates, mostly offset by the repayment of ship and term loan debt. The increase in interest expense from 2005 to 2006 was due to the full-year impact in 2006 of the increased indebtedness as a result of the June 2005 acquisition of Fresh Express.

Other income (expense) in 2006 included a $6 million gain from the sale of the company’s 10% ownership in Chiquita Brands South Pacific, an Australian fresh produce distributor. In 2005, other income (expense) included $3 million of financing fees, primarily related to the write-off of unamortized debt issue costs for a prior credit facility and $2 million of charges for settlement of an indemnification claim relating to prior periods, partially offset by a $1 million gain on the sale of Seneca preferred stock and a $1 million gain from an insurance settlement.

Income Taxes

The company’s effective tax rate varies from period to period due to the level and mix of income among various domestic and foreign jurisdictions in which the company operates. The company currently does not generate U.S. federal taxable income. The company’s taxable earnings are substantially from foreign operations being taxed in jurisdictions at a net effective rate lower than the U.S. statutory rate. No U.S. taxes have been accrued on foreign earnings because such earnings have been or are expected to be permanently invested in foreign operating assets.

Income taxes were an expense of $4 million for 2007, compared to a $2 million benefit in 2006 and expense of $3 million in 2005. Income taxes for 2007 included benefits of $14 million due to the resolution of tax contingencies in various jurisdictions and a reduction in valuation allowance. Income taxes for 2006 include benefits of $10 million primarily from the resolution of tax contingencies in various jurisdictions and a reduction in valuation allowance. In addition, the company recorded a tax benefit of $5 million in 2006 as a result of a change in German tax law. Income taxes for 2005 included benefits of $8 million primarily from the resolution of tax contingencies and reduction in the valuation allowance of a foreign subsidiary due to the execution of tax planning initiatives.

See Note 15 to the Consolidated Financial Statements for further information about the company’s income taxes.

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Restructuring

In October 2007, Chiquita began implementing a restructuring plan designed to improve profitability by consolidating operations and simplifying its overhead structure to improve efficiency, stimulate innovation and enhance focus on customers and consumers. The restructuring plan eliminated approximately 170 management positions worldwide and more than 700 other full-time positions, most of which were in two processing and distribution facilities to be closed during the first quarter of 2008. This program, which resulted in a charge of $26 million in the fourth quarter of 2007, including approximately $14 million of severance costs and approximately $12 million of asset write downs, is expected to generate savings in the range of $60-80 million annually. Approximately 60% of the cost savings related to the restructuring is expected to improve the company’s “Selling, general and administrative” expenses, with the remaining amount benefiting “Cost of sales” on the Consolidated Income Statement.

In addition to the simplification of its overhead structure, the company’s restructuring plan includes the consolidation of certain operations in 2008. Following its October 2007 acquisition of Verdelli Farms Inc., the company undertook plans to lower costs by rebalancing its salad production and distribution operations by closing its distribution center in Greencastle, Pennsylvania and a production facility in Carrollton, Georgia. The company also closed its Bradenton, Florida distribution center in 2007 to consolidate its North American banana ripening and distribution operations.

The company also reviewed its healthy snacking business and decided to focus on its line of healthy snacks, such as Chiquita Apple Bites, which have achieved market share leadership and wide acceptance from customers and consumers. The company's line of fresh-cut fruit bowls will be discontinued in the first quarter 2008.

Atlanta AG

The company has a subsidiary in Germany, Atlanta AG (“Atlanta”), which sells bananas and other fresh produce. Chiquita acquired full ownership of Atlanta in 2003. Despite a successful three-year cost-saving turnaround plan for Atlanta, various macro-level market influences during the past two years, including changes in the EU banana import regime, stiff price competition, the loss of certain sourcing relationships for non-banana fresh produce and consolidation in the retail sector, have combined to reduce Atlanta’s profitability. While Atlanta has significant strengths, the company has determined that its commodity distribution business is not a strong fit with Chiquita’s long term strategy. As previously announced, the company is exploring strategic alternatives for Atlanta, including a possible sale. The company has not yet concluded on the best strategic alternative for Atlanta, which also owns ripening facilities that currently support a significant portion of Chiquita’s European banana sales. Atlanta AG accounted for net sales of approximately $1.1 billion for the year ended December 31, 2007 and $1.2 billion for both years ended December 31, 2006 and 2005. Except for the 2006 goodwill impairment charge related to Atlanta AG, it did not represent a significant portion of consolidated operating income, consolidated total assets, or consolidated working capital at, or for the years ended, December 31, 2007, 2006 or 2005. There can be no assurance that these activities will ultimately lead to an agreement or a transaction.

Acquisition of Verdelli Farms

In October 2007, Chiquita acquired Verdelli Farms, a regional processor of value-added salads, vegetables and fruit snacks on the east coast of the United States. Based in Harrisburg, Pennsylvania, this company markets products in 10 states under the Harvest Select and Verdelli Farms brands. The acquisition is expected to benefit the Fresh Express brand by expanding its presence in the northeast United States, where the brand is currently under-represented, improving distribution and logistics efficiency and adding freshness for Fresh Express products. See also Note 3 to the Consolidated Financial Statements.

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Sale of Shipping Fleet

In June 2007, the company completed the sale of its twelve refrigerated cargo ships and related spare parts for $227 million. The ships are being chartered back from an alliance formed by two global shipping operators, Eastwind Maritime Inc. and NYKCool AB. See Note 3 to the Consolidated Financial Statements for further information on the transaction.

Chiquita is leasing back eleven of the ships for a period of seven years, with options for up to an additional five years, and one vessel for a period of three years, with an option for up to an additional two years. Net of operating costs previously incurred on the owned ships and expected synergies, the company expects to incur incremental cash operating costs of approximately $28 million annually for the leaseback of the ships. However, the company expects to generate annual interest savings of approximately $15 million as a result of approximately $210 million of debt repaid from proceeds of the sale. Further, the transaction is expected to improve total cash flow by retiring ship and term loan debt that otherwise would have had minimum principal repayment obligations of $16-54 million during each of the next five years.

At the date of the sale, the net book value of the assets sold approximated $120 million, classified almost entirely in “Property, plant and equipment, net” in the Consolidated Balance Sheet. After approximately $3 million in transaction fees, the company realized a gain on the sale of the ships of approximately $102 million, which has been deferred and will be amortized to the Consolidated Statements of Income over the initial leaseback periods, at a rate of approximately $14 million per year. The resulting reduction in depreciation expense will approximate $11 million annually. The company also recognized $4 million of expenses in the 2007 second quarter for severance and write-off of deferred financing costs associated with the repayment of debt, and a $2 million gain on the sale of the related spare parts.

The transaction does not impact the company’s ongoing fuel exposure. The company will continue to pay for the fuel used by these ships throughout their charter periods.

Sale of Chilean Assets

In the 2007 fourth quarter, the company sold three plants and other assets in Chile for approximately $10 million of cash proceeds, resulting in a $3 million net gain. The assets sold represented substantially all of the company’s remaining assets in Chile, with the exception of one farm that is expected to be sold in the first half of 2008. In conjunction with the company’s asset sales in Chile, the company recorded inventory write-downs and severance and other costs totaling $7 million. In addition, in the first quarter of 2007, the company exited certain unprofitable farm leases in Chile, resulting in charges of approximately $6 million. The company plans to continue sourcing produce from independent growers in Chile.

The company anticipates that any 2008 charges associated with the completion of its exit from owned and leased operation in Chile would be approximately offset by asset sale gains.

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Sale of Investment

In December 2006, the company sold its 10% ownership in Chiquita Brands South Pacific, an Australian fresh produce distributor. The company received $9 million in cash and realized a $6 million gain on the sale of the shares, which was included in “Other income (expense), net” in the Consolidated Statement of Income.

Seneca Stock

In April 2005, the company sold approximately 968,000 shares of Seneca Foods Corporation preferred stock, which had been received as part of the May 2003 sale of the company’s Chiquita Processed Foods division to Seneca. The company received proceeds of approximately $14 million from the sale of the preferred stock and recorded a $1 million gain on the transaction in the 2005 second quarter in “Other income (expense), net” in the Consolidated Statement of Income.

LIQUIDITY AND CAPITAL RESOURCES

The company’s cash balance was $74 million at December 31, 2007, compared to $65 million at December 31, 2006.

Operating cash flow was $69 million in 2007, $15 million in 2006 and $223 million in 2005. The increase in operating cash flow from 2006 to 2007 and the decline from 2005 to 2006 were primarily due to changes in operating results.

Capital expenditures were $64 million for 2007, compared to $61 million for 2006 and $43 million for 2005. In 2007, capital expenditures increased due to the exercise of a buyout option on shipping containers that had been under operating leases to the company. The increase in 2006 was partially due to the full year impact of the acquisition of Fresh Express, which occurred in June 2005. The 2005 capital expenditures included $12 million related to Fresh Express subsequent to the acquisition.

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The following table summarizes the company’s contractual obligations for future cash payments at December 31, 2007, which are primarily associated with debt service payments, operating leases, pension and severance obligations, long-term purchase contracts and unrecognized tax benefits:

Estimating future cash payments for interest on debt requires significant assumptions. The figures in the table reflect a LIBOR rate of 4.60% and an interest rate of LIBOR plus a margin of 3.00% on the term loans under the CBL Facility for all future periods. No debt principal repayments were assumed, other than scheduled maturities. The table does not include interest on any borrowings under the revolving credit facility to fund working capital needs.

On February 12, 2008, the company issued $200 million of 4.25% convertible senior notes due 2016 and used the $194 million of net proceeds to reduce subsidiary debt. This refinancing extended the maturity of the debt and will reduce the interest payable over the next five years. See further discussion of the impact below and in Note 11 to the Consolidated Financial Statements. If the company completes its refinancing activities with Rabobank, as discussed in Note 11 to the Consolidated Financial Statements, and borrows the full $200 million term loan available under the commitment letter, the company would increase its total debt. The commitment letter also provides for the replacement of the company’s existing $200 million revolving credit facility.

The company’s purchase commitments consist primarily of long-term contracts to purchase bananas, lettuce and other produce from third-party producers. The terms of these contracts, which set the price for the committed produce to be purchased, range primarily from one to ten years. However, many of these contracts are subject to price renegotiations every one to two years. Therefore, the company is only committed to purchase bananas, lettuce and other produce at the contract price until the renegotiation date. The purchase obligations included in the table are based on the current contract price and the estimated production volume the company is committed to purchase until the renegotiation date. The banana and lettuce purchase commitments reflected in the table above represent normal and customary operating commitments in the industry. Most of the 2008 banana volume to be purchased is reflected above, as the company has secured and committed to most of its sources for the upcoming year. Substantially all of the contracts provide for minimum penalty payments, which are less than the amounts included in the table, to be paid if the company were to purchase less than the committed volume of bananas or lettuce.

For unrecognized tax benefits, the above table reflects only tax contingencies that are deemed probable of payment, which is significantly less than the amounts accrued in the Consolidated Balance Sheet under Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes.”

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Total debt at December 31, 2007 was $814 million, compared to $1 billion at December 31, 2006. Total debt consists of the items below. The “As adjusted” column is pro forma for the February 12, 2008 issuance of $200 million of 4.25% convertible senior notes due 2016 (“Convertible Notes”), and the repayment of Term Loan C with the $194 million of net proceeds from the Convertible Notes.

The company and Chiquita Brands L.L.C. (“CBL”), the main operating subsidiary of the company, are parties to an amended and restated credit agreement with a syndicate of bank lenders for a senior secured credit facility (the “CBL Facility”), which consists of a $200 million revolving credit facility (the “Revolving Credit Facility”), a $125 million term loan (“Term Loan B”), and a $375 million term loan (“Term Loan C”). Total fees of approximately $18 million were paid to obtain the CBL Facility in June 2005. The letter of credit sublimit under the Revolving Credit Facility is $100 million. If the company completes its refinancing activities with Rabobank, as discussed in Note 11 to the Consolidated Financial Statements, and borrows the full $200 million term loan available under the commitment letter, the company would increase its total debt. The commitment letter also provides for the replacement of the company’s existing $200 million revolving credit facility.

In June and November 2006, the company obtained covenant relief from its lenders. The amendments revised certain covenant calculations relating to financial ratios for leverage and fixed charge coverage, established new levels for compliance with those covenants to provide additional financial flexibility, and established new interest rates. Total fees of approximately $2 million were paid to amend the CBL Facility in November 2006. In March 2007, the company obtained further prospective covenant relief with respect to a financial sanction contained in a plea agreement between the company and the U.S. Department of Justice and other related costs. See Note 17 to the Consolidated Financial Statements for further information on the plea agreement.

At December 31, 2007, no borrowings were outstanding under the Revolving Credit Facility and $31 million of credit availability was used to support issued letters of credit (including a $7 million letter of credit issued to preserve the right to appeal certain customs claims in Italy), leaving $169 million of credit available. The company borrowed $45 million under the Revolving Credit Facility in January and February 2008, and expects to make additional draws under this facility to fund normal peak seasonal working capital needs through March or April 2008. Additionally, as more fully described in Note 17 to the Consolidated Financial Statements, the company may be required to issue letters of credit of up to approximately $40 million in connection with its appeal of certain claims of Italian customs authorities, although the company does not

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expect to be required to issue letters of credit in excess of $3 million for such appeals during the next year. The company believes that operating cash flow should permit it to repay the revolving credit balance during the second or third quarter of 2008.

The company made $100 million of discretionary principal payments on Term Loan B in the second half of 2005. In addition, cash proceeds from the second quarter 2007 ship sale transaction were used to repay approximately $210 million of debt, including $56 million of revolving credit borrowings, $90 million of debt associated with the ships, the remaining $24 million of Term Loan B debt, and $40 million of Term Loan C debt. The company reinvested the remaining $12 million of net proceeds into qualifying investments, which the company would have otherwise been obligated to use to repay amounts outstanding under the CBL Facility.

On February 12, 2008, Chiquita issued $200 million of 4.25% convertible senior notes due 2016 (“Convertible Notes”); the $194 million of net proceeds were used to repay a portion of Term Loan C. The Convertible Notes will pay interest semi-annually at a rate of 4.25% per annum, beginning August 15, 2008. Under the circumstances described in Note 11 to the Consolidated Financial Statements, the Convertible Notes are convertible at an initial conversion rate of 44.5524 shares of common stock per $1,000 in principal amount of the Convertible Notes, equivalent to an initial conversion price of approximately $22.45 per share of Chiquita common stock. See Note 11 to the Consolidated Financial Statements for further description of the Convertible Notes.

Chiquita and CBL have also entered into a commitment letter, dated February 4, 2008, with Rabobank to refinance CBL's existing credit facility, as described above. Pursuant to the commitment letter and subject to the conditions described therein, Rabobank committed to provide to CBL a six-year secured credit facility, including a $200 million revolving credit facility and a $200 million term loan (collectively referred to as the new credit facilities). The commitment letter contains financial maintenance covenants that provide greater flexibility than those in CBL's existing senior secured credit facility. The new credit facilities will contain two financial maintenance covenants, a 3.50x operating company leverage covenant and a 1.15x fixed charge covenant, for the life of the facility, and no holding company leverage covenant. The other covenants in the agreement governing the new credit facilities will be similar to those in CBL's existing senior secured credit facility. Funding of the new credit facilities is subject to the negotiation, execution and delivery of definitive documentation and other customary conditions. The company expects to close the new credit facilities by March 31, 2008. The company’s ability to comply with the covenants may be affected by general economic conditions, political decisions, industry conditions and other events beyond its control. If the company’s financial performance deteriorates significantly below its current expectations, it could default under these covenants.

Upon the extinguishment of the existing credit facility and Term Loan C, all related deferred financing fees will be expensed through “Interest expense” on the Consolidated Statement of Income. Deferred financing fees related to this facility were $9 million at December 31, 2007.

The company believes that its cash level, cash flow generated by operating subsidiaries and borrowing capacity will provide sufficient cash reserves and liquidity to fund the company’s working capital needs, capital expenditures and debt service requirements.

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The company had approximately $336 million of variable-rate debt at December 31, 2007. A 1% change in interest rates would result in a change to interest expense of approximately $3 million annually. Pro forma for the February 2008 issuance of $200 million of Convertible Notes, $194 million net proceeds of which were used to repay a portion of Term Loan C, the company would have had approximately $142 million of variable rate debt at December 31, 2007, and a 1% change in interest rates would result in a change to interest expense of approximately $1 million annually. The commitment letter with Rabobank provides for a $200 million revolving credit facility and a $200 million term loan, both of which will have variable interest rate based on LIBOR.

See Note 11 to the Consolidated Financial Statements for additional information regarding the company’s debt and refinancing.

The company paid a quarterly cash dividend of $0.10 per share on the company’s outstanding shares of stock in the first three quarters of 2006. In the third quarter, the company announced the suspension of its dividend, beginning with the payment that would have been paid in October 2006. Quarterly cash dividends were paid in each of the four quarters of 2005. Any future dividends would require approval by the board of directors. At December 31, 2007, distributions to CBII, other than for normal overhead expenses and interest on the company’s 7 ¹ /2% and 8 ⁷/8% Senior Notes, were limited to $13 million. See Note 11 to the Consolidated Financial Statements for a further description.

A subsidiary of the company has a €25 million uncommitted credit line and a €17 million committed credit line for bank guarantees to be used primarily to guarantee the company’s payments for duties in European Union countries. At December 31, 2007, the bank counterparties had provided €14 million of guarantees under these lines.

OFF-BALANCE SHEET ARRANGEMENTS

Other than operating leases and non-cancelable purchase commitments entered in the normal course of business, the company does not have any off-balance sheet arrangements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The company’s significant accounting policies are summarized in Note 1 to the Consolidated Financial Statements. The additional discussion below addresses major judgments used in:

Review of Carrying Values of Intangibles

Trademarks

At December 31, 2007, the company’s Chiquita trademark had a carrying value of $388 million. The year-end 2007 carrying value was supported by a fair value calculation using the relief-from-royalty method. The relief-from-royalty valuation method estimates the royalty expense that could be avoided in the operating business as a result of owning the respective asset or technology. The royalty savings are measured, tax-affected and, thereafter, converted to present value with a discount rate that considers the risk associated with owning the intangible assets. A revenue growth rate of 2.4%, reflecting estimates of long-term U.S. inflation, was used in the appraisal. Other assumptions include a royalty rate of 3%, a

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discount rate of 12%, and an income tax rate of 38% applied to the royalty cash flows. The valuation is most sensitive to the royalty rate assumption, which considers market share, market recognition and profitability of products bearing the trademark, as well as license agreements for the trademark. A one-half percentage point change to the royalty rate could impact the appraisal by up to $40 million. Based on this calculation, there was no indication of impairment at December 31, 2007, and as such, no write-down of the carrying value was required.

In conjunction with the Fresh Express acquisition in June 2005, the company recorded the Fresh Express trademark, which had a carrying value of $61 million at December 31, 2007. The carrying value of the Fresh Express trademark was also supported by a fair value calculation using the relief-from-royalty method with similar assumptions stated above. Based on this calculation, there was no indication of impairment at December 31, 2007, and as such, no write-down of the carrying value was required.

Goodwill

The company’s $549 million of goodwill at December 31, 2007 consists almost entirely of the goodwill resulting from the Fresh Express acquisition in June 2005. The company estimated the fair value of Fresh Express based on expected future cash flows generated by Fresh Express discounted at 10%. Based on this calculation, there was no indication of impairment at December 31, 2007, and as such, no Fresh Express write-down of the goodwill carrying value was required. A change to the discount rate of one-half percentage point would affect the calculated fair value of Fresh Express by approximately $50 million. Also, a $1 million change per year in the expected future cash flows would affect the calculated fair value of Fresh Express by approximately $5 million.

During the 2006 third quarter, due to a decline in Atlanta AG’s business performance in the period following the implementation of the new EU banana import regime as of January 1, 2006, the company accelerated its testing of the Atlanta AG goodwill and fixed assets for impairment. As a result of this analysis, the company recorded a goodwill impairment charge in the 2006 third quarter for the entire goodwill balance of $43 million.

The goodwill impairment reviews are highly judgmental and involve the use of significant estimates and assumptions, which have a significant impact on the amount of any impairment charge recorded. Estimates of fair value are primarily determined using discounted cash flow methods and are dependent upon discount rates and long-term assumptions regarding future sales trends, market conditions and cash flow, from which actual results may differ.

Other Intangible Assets

At December 31, 2007, the company had a carrying value of $145 million of other intangible assets net of amortization, consisting of $96 million in customer relationships and $49 million in patented technology related to Fresh Express. The carrying value of these assets will be tested for impairment if in the future impairment indicators exist.

Review of Carrying Values of Property, Plant and Equipment

The company also reviews the carrying value of its property, plant and equipment when impairment indicators are noted, as prescribed by Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” by comparing (i) estimates of undiscounted future cash flows, before interest charges, included in the company’s operating plans versus (ii) the carrying values of the related assets. The company completed a review of the carrying values of its Greencastle, Pennsylvania, Carrollton, Georgia and Bradenton, Florida facilities and other

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assets in connection with its restructuring plan, which resulted in approximately $12 million of asset write downs in the fourth quarter 2007. The review at December 31, 2006 did not reveal the need for any material impairment charges to be recorded.

Accounting for Pension and Tropical Severance Plans

Significant assumptions used in the actuarial calculation of liabilities and expense related to the company’s defined benefit pension and foreign pension and severance plans include the discount rate, long-term rate of compensation increase, and the long-term rate of return on plan assets. The weighted average discount rate assumptions were 5.75% at December 31, 2007 and 2006 for domestic pension plans, which represents the rate on high quality, fixed income investments in the U.S., such as Moody’s Aa rated corporate bonds. The discount rate assumptions for the foreign pension and severance plans were 7.0% at December 31, 2007 and 2006 which represents the 10-year U.S. Treasury rate adjusted to reflect higher inflation in these countries. The long-term rate of compensation increase for domestic plans was 5.0% in 2007 and 2006. The long-term rate of compensation increase assumed for foreign pension and severance plans was 4.5% in 2007 and 2006. The long-term rate of return on plan assets was assumed to be 8.0% for domestic plans during 2007 and 2006. The long-term rate of return on plan assets for foreign plans was assumed to be 2.5% for 2007 and 2006. Actual rates of return can differ significantly from those assumed as a result of both the short-term volatility and longer-term changes in average market returns.

A one percentage point change to the discount rate, long-term rate of compensation increase, or long-term rate of return on plan assets each affects pension expense by less than $1 million annually.

Accounting for Income Taxes

The company accounts for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes,” which recognizes deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. Deferred income taxes are recognized at currently enacted tax rates for the expected future tax consequences attributable to temporary differences between amounts reported for income tax purposes and financial reporting purposes.

The company regularly reviews its deferred tax assets for recoverability and establishes a valuation allowance if it is more-likely–than-not that some portion or all of a deferred tax asset will not be realized. The determination as to whether a deferred tax asset will be realized is made on a jurisdictional basis and is based on the evaluation of positive and negative evidence. This evidence includes historical taxable income, projected future taxable income, the expected timing of the reversal of existing temporary differences and the implementation of tax planning strategies. Projected future taxable income is based on expected results and assumptions as to the jurisdiction in which the income will be earned. The expected timing of the reversals of existing temporary differences is based on current tax law and the company’s tax methods of accounting.

In the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. In June 2006, the FASB issued Interpretation No. 48 (“FIN”) 48, “Accounting for Uncertainty in Income Taxes—An Interpretation of FASB Statement No. 109.” FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with SFAS No. 109 and prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The evaluation of a tax position in accordance with FIN 48 is a two-step process. The first step is a recognition process to determine whether it is more-likely-than-not that a tax position will be

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sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The second step is a measurement process whereby a tax position that meets the more-likely-than-not recognition threshold is assessed to determine the cost or benefit to be recognized in the financial statements. The company adopted FIN 48 on January 1, 2007 as further discussed in Note 1 to the Consolidated Financial Statements. The company was required to record any FIN 48 adjustments as of January 1, 2007, the adoption date, to beginning retained earnings rather than the Consolidated Statement of Income. As a result, the company recorded a cumulative effect adjustment of $21 million as a charge to retained earnings on January 1, 2007. The transition adjustment reflected the maximum statutory amounts of the tax positions, including interest and penalties, without regard to the potential for settlement. Interest and penalties are included in “Income taxes” in the Consolidated Statement of Income.

Significant judgment is required in evaluating tax positions and determining the company’s provision for income taxes. The company regularly reviews its tax positions, the reserves are adjusted in light of changing facts and circumstances, such as the resolution of outstanding tax audits or contingencies in various jurisdictions and expiration of statutes of limitations. The provision for income taxes includes the impact of current tax provisions and changes to the reserves that are considered appropriate, as well as related net interest and penalties.

Accounting for Contingent Liabilities

On a quarterly basis, the company reviews the status of each claim and legal proceeding and assesses the related potential financial exposure. This is coordinated from information obtained through external and internal counsel. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the company accrues a liability for the estimated loss, in accordance with SFAS No. 5, “Accounting for Contingencies.” To the extent the amount of a probable loss is estimable only by reference to a range of equally likely outcomes, and no amount within the range appears to be a better estimate than any other amount, the company accrues the low end of the range. Management draws judgments related to accruals based on the best information available to it at the time, which may be based on estimates and assumptions, including those that depend on external factors beyond the company’s control. As additional information becomes available, the company reassesses the potential liabilities related to pending claims and litigation, and may revise estimates. Such revisions could have a significant impact on the company’s results of operations and financial position.

NEW ACCOUNTING PRONOUNCEMENTS

See Note 1 to the Consolidated Financial Statements for information regarding the company’s adoption of new accounting pronouncements.

RISKS OF INTERNATIONAL OPERATIONS

The company conducts operations in many foreign countries. Information about the company’s operations by geographic area is in Note 16 to the Consolidated Financial Statements. The company’s foreign operations are subject to a variety of risks inherent in doing business abroad.

In 2001, the European Commission (“EC”) amended the quota and licensing regime for the importation of bananas into the EU. In connection with this amendment, it was agreed that the EU banana tariff rate quota system would be followed by a tariff-only system no later than 2006. In order to remain consistent with WTO principles, any new EU banana tariff was required under a 2001 WTO decision to “result in at least maintaining total market access” for Latin American suppliers.

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In January 2006, the EC implemented the new regime. The new regime eliminated the quota that was previously applicable and imposed a higher tariff on bananas imported from Latin America, while imports from certain ACP sources are assessed zero tariff on 775,000 metric tons. The new tariff, which increased to €176 from €75 per metric ton, equates to an increase in cost of approximately €1.84 per box for bananas imported by the company into the EU from Latin America, Chiquita’s primary source of bananas. As a result, annually compared to 2005, the company had incurred approximately net $75 million in higher tariff-related costs, which consist of approximately $115 million in incremental tariff costs minus approximately $40 million in lower costs to purchase banana import licenses, which are no longer required.

Largely due to the banana tariff regime change on January 1, 2006, average banana prices in the company’s core European markets, which primarily consist of the member countries of the EU, decreased 11% or $110 million in 2006 compared to 2005; however in 2007, local prices increased by 2% or $18 million compared to 2006. Neither the company nor the industry has been able to pass on tariff cost increases to customers or consumers. The overall negative impact of the new regime on the company has been and is expected to remain substantial, despite the company’s ability to maintain its price premium in the European market.

Several countries have taken steps to challenge this regime as noncompliant with the EU’s WTO obligations not to discriminate among supplying countries. Between February and June 2007, four separate legal proceedings were filed in the WTO. Ecuador, Colombia, Panama, the United States, Nicaragua, Brazil, and others are now parties to, or formally supporting, one or more of the proceedings. In December 2007, the WTO upheld a complaint from Ecuador and ruled that the EU’s banana importing practices violated international trade rules. However, the decision is subject to appeal. Unless the cases are settled before the final rulings are issued, final decisions are expected no earlier than the summer of 2008. There can be no assurance that any of these challenges will result in changes to the EC’s regime or that any resulting charges will favorably impact the company’s results.

The company has international operations in many foreign countries, including those in Central America, the Philippines and parts of Africa. The company’s activities are subject to risks inherent in operating in these countries, including government regulation, currency restrictions and other restraints, burdensome taxes, risks of expropriation, threats to employees, political instability, terrorist activities, including extortion, and risks of U.S. and foreign governmental action in relation to the company. Should such circumstances occur, the company might need to curtail, cease or alter its activities in a particular region or country.

As previously disclosed, in March 2007, the company entered into a plea agreement with the U.S. Department of Justice (“DOJ”) relating to payments made by the company’s former Colombian subsidiary to a Colombian paramilitary group designated under U.S. law as a foreign terrorist organization. The company had previously voluntarily disclosed these payments to the DOJ as having been made by its Colombian subsidiary to protect its employees from risks to their safety if the payments were not made. Under the terms of the plea agreement, the company pled guilty to one count of Engaging in Transactions with a Specially-Designated Global Terrorist Group without having first obtained a license from the U.S. Department of Treasury’s Office of Foreign Assets Control and agreed to pay a fine of $25 million, payable in five equal annual installments. The company is now facing additional litigation and investigations relating to the Colombian payments, including four tort lawsuits alleging damages by several hundred plaintiffs claiming to be family members or legal heirs of individuals allegedly killed by the AUC, and five shareholder derivative lawsuits against certain of the company’s current and former officers and directors alleging that the defendants breached their fiduciary duties to the company and/or wasted corporate assets in connections with the payments. See Note 17 to the Consolidated Financial Statements for a further description. Although the company believes it has meritorious defenses to these and other legal proceedings, regardless of the outcomes, the company will incur legal and other fees to defend itself in all these proceedings, which in the aggregate may have a significant impact on the company’s financial statements.

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See “Item 1A – Risk Factors” and “Item 3 – Legal Proceedings” in the Annual Report on Form 10-K and Note 17 to the Consolidated Financial Statements for a further description of legal proceedings and other risks.

MARKET RISK MANAGEMENT - FINANCIAL INSTRUMENTS

Chiquita’s products are distributed in more than 70 countries. Its international sales are made primarily in U.S. dollars and major European currencies. The company reduces currency exchange risk from sales originating in currencies other than the U.S. dollar by exchanging local currencies for dollars promptly upon receipt. The company further reduces its currency exposure by purchasing hedging instruments (principally euro put option contracts) to hedge the dollar value of its estimated net euro cash flow exposure up to 18 months into the future. At December 31, 2007, the company had such hedging coverage for approximately 70% of its estimated net euro cash flow in 2008 at average put option strike rates of $1.40 per euro and approximately 40% of its estimated net euro cash flow in first half of 2009 at average strike rates of $1.38 per euro. The company also has €343 million notional amount of sold call options with a strike rate of $1.56 per euro outstanding for 2008. The potential loss on the put and call options from a hypothetical 10% increase in euro currency rates would have been approximately $27 million at December 31, 2007 and $20 million at December 31, 2006. However, the company expects that any loss on these contracts would tend to be more than offset by an increase in the dollar realization of the underlying sales denominated in foreign currencies.

Chiquita’s interest rate risk arises from its fixed and variable rate debt (see Note 11 to the Consolidated Financial Statements). Of the $814 million total debt at December 31, 2007, approximately 60% was fixed-rate debt, which was primarily comprised of the company’s $250 million of 7 ¹/2% Senior Notes and $225 million of 8 ⁷/8% Senior Notes. The adverse change in fair value of the company’s fixed-rate debt from a hypothetical decline in interest rates of 0.5% would have been approximately $12 million and $14 million at December 31, 2007 and 2006, respectively. The company had approximately $336 million of variable-rate debt at December 31, 2007, and as a result, a 1% change in interest rates would result in a change to interest expense of approximately $3 million annually.

At December 31, 2007, had the company issued the Convertible Notes, $194 million of net proceeds would have been used to repay a portion of Term Loan C and the company would have had $820 million total debt at December 31, 2007, approximately 85% would have been fixed-rate debt. The pro forma adverse change in the fair value of the company’s fixed-rated debt from a hypothetical decline in interest rates of 0.5% would have been approximately $19 million at December 31, 2007. The company would have had approximately $143 million of variable rate debt, and a 1% change in interest rates would have resulted in a change to interest expense of approximately $1 million annually. The company and CBL have entered into a commitment letter with Rabobank in February 2008 to refinance the company’s existing credit facility. The commitment letter provides for a $200 million revolving credit facility and a $200 million term loan, both of which will have variable interest rates based on LIBOR.

The company’s transportation costs are exposed to the risk of rising fuel prices. To reduce this risk, the company enters into bunker fuel forward contracts that would offset potential increases in market fuel prices. At December 31, 2007, the company had hedging coverage for approximately 65% of its expected fuel purchases through the beginning of 2010. The potential loss on these forward contracts from a hypothetical 10% decrease in fuel oil prices would have been approximately $20 million at

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December 31, 2007 and $16 million at December 31, 2006. However, the company expects that any decline in the fair value of these contracts would be offset by a decrease in the cost of underlying fuel purchases.

See Note 10 to the Consolidated Financial Statements for additional discussion of the company’s hedging activities.

*******

This Annual Report contains certain statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Chiquita, including: cost increases and the company’s ability to pass them through to its customers; changes in the competitive environment, following the 2006 conversion to a tariff-only banana import regime in the European Union; unusual weather conditions; industry and competitive conditions; access to, and cost of, capital; the company’s ability to achieve the cost savings and other benefits anticipated from the restructuring announced in October 2007; product recalls and other events affecting the industry and consumer confidence in the company’s products; the customary risks experienced by global food companies, such as the impact of product and commodity prices, food safety, currency exchange rate fluctuations, government regulations, labor relations, taxes, crop risks, political instability and terrorism; and the outcome of pending claims and governmental investigations involving the company and legal fees and other costs incurred in connection with them.

The forward-looking statements speak as of the date made and are not guarantees of future performance. Actual results or developments may differ materially from the expectations expressed or implied in the forward-looking statements, and the company undertakes no obligation to update any such statements.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Chiquita Brands International, Inc.

We have audited the accompanying consolidated balance sheets of Chiquita Brands International, Inc. as of December 31, 2007 and 2006, and the related consolidated statements of income, shareholders’ equity, and cash flow for each of the three years in the period ended December 31, 2007. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Chiquita Brands International, Inc. at December 31, 2007 and 2006, and the consolidated results of its operations and its cash flow for each of the three years in the period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.

As described in Note 1 to the Consolidated Financial Statements, in 2007 the company adopted the provisions of FASB Staff Position AUG AIR-1, “Accounting for Planned Major Maintenance Activities,” and FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement 109.” Also, as described in Note 1, in 2006 the company adopted the provisions of FASB Statement of Financial Accounting Standards No. 123 (revised), “Share-Based Payment” and FASB Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R).”

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Chiquita Brands International, Inc.’s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2008 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Cincinnati, Ohio

February 27, 2008

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Chiquita Brands International, Inc.

We have audited Chiquita Brands International, Inc.’s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Chiquita Brands International, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Assessment of the Company’s Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Chiquita Brands International, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the accompanying consolidated balance sheets of Chiquita Brands International, Inc. as of December 31, 2007 and 2006, and the related consolidated statements of income, shareholders’ equity, and cash flow for each of the three years in the period ended December 31, 2007 of Chiquita Brands International, Inc. and our report dated February 27, 2008 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Cincinnati, Ohio

February 27, 2007

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Chiquita Brands International, Inc.

CONSOLIDATED STATEMENTS OF INCOME

Amounts presented differ from those previously filed in Annual Reports on Form 10-K due to the adoption of FSP AUG AIR-1, “Accounting for Planned Major Maintenance Activities.” See Note 1.

See Notes to Consolidated Financial Statements.

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Chiquita Brands International, Inc.

CONSOLIDATED BALANCE SHEETS

Amounts presented differ from those previously filed in Annual Report on Form 10-K due to the adoption of FSP AUG AIR-1, “Accounting for Planned Major Maintenance Activities.” See Note 1.

See Notes to Consolidated Financial Statements.

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Chiquita Brands International, Inc.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

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Amounts presented differ from those previously filed in Annual Reports on Form 10-K due to the adoption of FSP AUG AIR-1, “Accounting for Planned Major Maintenance Activities.” See Note 1.

See Notes to Consolidated Financial Statements.

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Chiquita Brands International, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOW