-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AtEimgiJVPV+c+0vBjw37aBTV6WyTKHmQJz60qG2ZL16HZZSVHSPy1erKhptByYI qnWv2ZxhZN4iSmrsFbVHhg== 0000101063-97-000032.txt : 19970811 0000101063-97-000032.hdr.sgml : 19970811 ACCESSION NUMBER: 0000101063-97-000032 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970808 SROS: AMEX SROS: BSE SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHIQUITA BRANDS INTERNATIONAL INC CENTRAL INDEX KEY: 0000101063 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 041923360 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-01550 FILM NUMBER: 97654492 BUSINESS ADDRESS: STREET 1: 250 E FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137848011 FORMER COMPANY: FORMER CONFORMED NAME: UNITED BRANDS CO DATE OF NAME CHANGE: 19900403 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended Commission File June 30, 1997 Number 1-1550 CHIQUITA BRANDS INTERNATIONAL, INC. Incorporated under the IRS Employer I.D. Laws of New Jersey No. 04-1923360 250 East Fifth Street, Cincinnati, Ohio 45202 (513) 784-8000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. YES X NO As of August 1, 1997, there were 56,283,637 shares of Common Stock outstanding. Page 1 of 11 Pages CHIQUITA BRANDS INTERNATIONAL, INC. TABLE OF CONTENTS Page(s) PART I - Financial Information Consolidated Statement of Income for the quarters and six months ended June 30, 1997 and 1996 . . . . . . . . . . . . . 3 Consolidated Balance Sheet as of June 30, 1997, December 31, 1996 and June 30, 1996 . . . . . . . . . . . . . . . 4 Consolidated Statement of Cash Flow for the six months ended June 30, 1997 and 1996 . . . . . . . . . . . . . . . . . . . 5 Notes to Consolidated Financial Statements . . . . . . . . . . . . . 6 Management's Analysis of Operations and Financial Condition . . . . 7-8 PART II - Other Information Item 4 - Submission of Matters to a Vote of Security Holders . . . . 8 Item 6 - Exhibits and Reports on Form 8-K . . . . . . . . . . . . . 8 Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Part I - Financial Information
CHIQUITA BRANDS INTERNATIONAL, INC. CONSOLIDATED STATEMENT OF INCOME (Unaudited) (In thousands, except per share amounts) Quarter Ended June 30, Six Months Ended June 30, 1997 1996 1997 1996 Net sales $ 646,233 $ 713,698 $ 1,277,643 $ 1,338,504 ---------- ---------- ------------ ----------- Operating expenses Cost of sales 484,036 534,591 948,107 1,006,590 Selling, general and administrative 72,834 81,319 147,212 154,554 Depreciation 21,466 22,668 43,041 44,379 ---------- ---------- ------------ ----------- 578,336 638,578 1,138,360 1,205,523 ---------- ---------- ------------ ----------- Operating income 67,897 75,120 139,283 132,981 Interest income 4,247 7,671 8,633 15,011 Interest expense (27,320) (34,949) (55,778) (70,116) Other income, net 159 247 439 441 ---------- ---------- ------------ ----------- Income before income taxes 44,983 48,089 92,577 78,317 Income taxes (3,900) (5,000) (8,200) (11,000) ---------- ---------- ------------ ----------- Income before extraordinary item 41,083 43,089 84,377 67,317 Extraordinary loss from debt refinancing -- (5,556) -- (5,556) ---------- ---------- ------------ ----------- Net income $ 41,083 $ 37,533 $ 84,377 $ 61,761 ========== ========== ============ =========== Shares used to calculate earnings per common share: Primary 57,264 55,984 57,108 55,952 ========== ========== ============ =========== Fully diluted 72,496 63,550 72,506 63,689 ========== ========== ============ =========== Earnings per common share: Primary - Income before extraordinary item $ .64 $ .73 $ 1.33 $ 1.13 - Extraordinary item -- (.10) -- (.10) ---------- ---------- ---------- ---------- - Net income $ .64 $ .63 $ 1.33 $ 1.03 ========== ========== ========== ========== Fully diluted - Income before extraordinary item $ .57 $ .68 $ 1.16 $ 1.06 - Extraordinary item -- (.09) -- (.09) ---------- ---------- ---------- ---------- - Net income $ 57 $ .59 $ 1.16 $ .97 ========== ========== ========== ========== Dividends per common share $ .05 $ .05 $ .10 $ .10 ========== ========== ========== ==========
See Notes to Consolidated Financial Statements.
CHIQUITA BRANDS INTERNATIONAL, INC. CONSOLIDATED BALANCE SHEET (Unaudited) (In thousands, except share amounts) June 30, December 31, June 30, 1997 1996 1996 ASSETS Current assets Cash and equivalents $ 233,077 $ 285,558 $ 205,338 Marketable securities -- -- 66,865 Trade receivables (less allowances of $9,599, $9,832 and $11,105) 197,458 162,566 218,451 Other receivables, net 72,739 91,126 87,023 Inventories 250,136 275,177 251,280 Other current assets 33,644 29,884 30,767 ---------- ---------- ---------- Total current assets 787,054 844,311 859,724 Restricted cash -- -- 39,520 Property, plant and equipment, net 1,130,785 1,139,677 1,158,226 Investments and other assets 312,912 319,149 352,049 Intangibles, net 156,701 163,797 166,150 ---------- ---------- ---------- Total assets $ 2,387,452 $ 2,466,934 $ 2,575,669 ========== ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Notes and loans payable $ 27,110 $ 78,107 $ 91,565 Long-term debt due within one year 97,489 56,982 53,762 Accounts payable 199,281 193,875 224,959 Accrued liabilities 90,033 135,370 108,425 ---------- ---------- ---------- Total current liabilities 413,913 464,334 478,711 Long-term debt of parent company 697,788 704,763 780,663 Long-term debt of subsidiaries 299,577 374,488 394,515 Accrued pension and other employee benefits 86,127 83,797 86,420 Other liabilities 89,679 115,299 107,952 ---------- ---------- ---------- Total liabilities 1,587,084 1,742,681 1,848,261 ---------- ---------- ---------- Shareholders' equity Preferred stock 249,256 249,256 138,369 Capital stock, $.33 par value (56,249,551, 55,841,384 and 55,561,291 shares) 18,750 18,614 18,520 Capital surplus 600,540 594,885 583,861 Accumulated deficit (68,178) (138,502) (13,342) ---------- ---------- ---------- Total shareholders' equity 800,368 724,253 727,408 ---------- ---------- ---------- Total liabilities and shareholders' equity $ 2,387,452 $ 2,466,934 $ 2,575,669 ========== ========== ==========
See Notes to Consolidated Financial Statements.
CHIQUITA BRANDS INTERNATIONAL, INC. CONSOLIDATED STATEMENT OF CASH FLOW (Unaudited) (In thousands) Six Months Ended June 30, 1997 1996 Cash provided (used) by: Operations Income before extraordinary item $ 84,377 $ 67,317 Depreciation and amortization 45,739 48,141 Write-down of Costa Rican banana producing assets -- 8,900 Changes in current assets and liabilities Receivables (29,156) (32,541) Inventories 24,604 42,099 Accounts payable 15,010 18,832 Other current assets and liabilities (39,928) (15,712) Other (2,308) (1,803) ---------- ---------- Cash flow from operations 98,338 135,233 ---------- ---------- Investing Capital expenditures (34,319) (32,652) Refundable deposits for container equipment (8,589) -- Investment in Japanese joint venture (4,474) -- Proceeds from sale of non-core assets -- 5,350 Increase in marketable securities -- (39,235) Other (1,328) 1,373 ---------- ---------- Cash flow from investing (48,710) (65,164) ---------- ---------- Financing Debt transactions Issuances of long-term debt -- 23,738 Repayments of long-term debt (42,112) (94,219) Decrease in notes and loans payable (50,248) (25,497) Stock transactions Issuances of capital stock 4,304 4,238 Dividends (14,053) (9,666) ---------- ---------- Cash flow from financing (102,109) (101,406) ---------- ---------- Decrease in cash and equivalents (52,481) (31,337) Balance at beginning of period 285,558 236,675 ---------- ---------- Balance at end of period $ 233,077 $ 205,338 ========== ==========
See Notes to Consolidated Financial Statements. CHIQUITA BRANDS INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Interim results are subject to significant seasonal variations and are not necessarily indicative of the results of operations for a full fiscal year. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary for a fair statement of the results of the interim periods shown have been made. See Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1996 for additional information relating to the Company's financial statements. Inventories consist of the following (in thousands):
June 30, December 31, June 30, 1997 1996 1996 Bananas and other fresh produce $ 34,774 $ 34,557 $ 34,670 Other food products 44,852 66,929 35,774 Growing crops 113,359 114,425 120,086 Materials and supplies 49,064 49,699 50,415 Other 8,087 9,567 10,335 $ 250,136 $275,177 $ 251,280
The Company has a long-standing policy of periodically entering into foreign exchange forward contracts and purchasing currency options to hedge transactions denominated in foreign currencies. These forward contracts and options are specifically designated as hedges and offset the losses or gains from currency risk associated with the hedged transactions. The Company does not enter into forward contracts or options for speculative purposes. Amounts paid for options and any gains realized thereon, as well as any gains or losses realized prior to the maturity of forward contracts used to hedge firm commitments, are deferred until the hedged transaction occurs. These deferred amounts, along with gains or losses on forward contracts held to maturity, are included in the measurement of the transaction being hedged. Gains and losses on forward contracts used to hedge transactions where a firm commitment does not exist are included in income on a current basis. At June 30, 1997, the Company had option contracts which ensure conversion of approximately $175 million of foreign sales through the end of 1997 at a rate of 1.55 Deutsche marks per dollar and approximately $175 million of foreign sales in 1998 at rates not higher than 1.64 Deutsche marks per dollar or lower than 1.50 Deutsche marks per dollar. At June 30, 1997, the carrying value of these option contracts was approximately $4 million and their fair value based on quoted market prices was approximately $28 million. In February 1997, the Financial Accounting Standards Board issued Statement No. 128, "Earnings per Share," which the Company is required to adopt on December 31, 1997. At that time, the Company will be required to change the method currently used to compute earnings per share and to restate all prior periods. Statement No. 128 is not expected to have a material effect on the Company's earnings per share. CHIQUITA BRANDS INTERNATIONAL, INC. MANAGEMENT'S ANALYSIS OF OPERATIONS AND FINANCIAL CONDITION OPERATIONS Net sales for the quarter and first half ended June 30, 1997 decreased 9.5% and 4.5% from the corresponding periods last year. The decrease in sales for the second quarter resulted primarily from lower volume in low-margin produce distribution operations, deconsolidation of Japanese banana operations (which are now operated through a joint venture and accounted for under the equity method), and the impact of a stronger dollar. None of these items individually caused a material decrease in sales. First quarter banana volume in 1997 was higher than in 1996; second quarter volume in 1997 was comparable to the 1996 level. Available supplies of bananas have been somewhat limited during 1997 as a result of prior year weather-related disruptions. Operating income for the 1997 second quarter decreased by $7 million from the prior year to $68 million, while first half operating income in 1997 increased $6 million to $139 million. First half operating income in 1996 included write-downs and costs of $12 million resulting from flood damage in Costa Rica during the 1996 first quarter. Operating income in 1997 was adversely affected by a stronger dollar, mitigated in part by the Company's foreign currency hedging program. Net interest expense for the second quarter and first half of 1997 decreased by $4 million (15%) and $8 million (14%) from the prior year levels as a result of the Company's debt reduction and refinancing activities. The Company's effective tax rate is affected by the level and mix of income among various domestic and foreign jurisdictions in which the Company operates. FINANCIAL CONDITION Cash decreased by $52 million in the first half of 1997 primarily due to prepayments of debt. As a result of debt reduction and refinancing activities, debt has decreased by $92 million since December 31, 1996 to $1.1 billion at June 30, 1997. OTHER Reference is made to the discussion of the European Union ("EU") banana quota and licensing regime, the Framework Agreement and the pending World Trade Organization ("WTO") proceeding regarding this regime contained in Part I, Item 1 - "Business-Risks of International Operations" in the Company's 1996 Form 10-K and "Management's Analysis of Operations and Financial Condition" in the Company's 1996 Annual Report to Shareholders. In May 1997, the WTO panel hearing the case issued its final report, finding that the licensing and quota systems under the EU regime and the Framework Agreement violate numerous international trade obligations to the detriment of Latin American supplying countries and U.S. marketing firms such as Chiquita. The report recommends that the WTO request the EU to bring its import regime for bananas into conformity with these obligations. In June 1997, the EU appealed the report, and oral hearings on the appeal were held in July. A decision on the appeal is expected in September 1997, with adoption of the final report expected in October. If the final report is upheld on appeal, the EU would be required, within one month following its adoption, to indicate whether it will comply with the final report, in which case the parties would have a "reasonable" period of time (not to exceed 15 months) to implement the report's recommendations. Alternatively, if the EU refused to fully comply with the final report, it could offer to pay compensation to the injured governments and, if that compensation were unacceptable to the governments, they could engage in retaliatory trade measures against the EU. There can be no assurance as to the ultimate outcome of the WTO proceedings, including the appeal of the final report, the nature and extent of any actions that may be taken by the affected countries or the impact on the EU quota regime or the Framework Agreement. Part II - Other Information Item 4 - Submission of Matters to a Vote of Security Holders In connection with the election of eight directors of the Company, proxies were solicited pursuant to Regulation 14 under the Securities Exchange Act of 1934 and the following votes were cast at the Company's Annual Meeting of Shareholders held on May 14, 1997: Name Votes For Votes Withheld Carl H. Lindner 48,956,500 744,000 Keith E. Lindner 48,962,660 737,840 Fred J. Runk 48,984,227 716,273 Jean Head Sisco 48,982,956 717,544 William W. Verity 48,969,944 730,556 Oliver W. Waddell 48,984,591 715,909 Ronald F. Walker* 48,992,687 707,813 Steven G. Warshaw 48,977,576 722,924 *Mr. Walker, a director of the Company since 1984, passed away on May 15, 1997; the Board of Directors is now comprised of seven members. The remaining 6,532,710 shares outstanding on the record date were not voted. Item 6 - Exhibits and Reports on Form 8-K Page Number(s) (a) Exhibit 10-g - Amended and Restated Deferred Compensation Plan . . . ** Exhibit 11 - Computation of Earnings Per Common Share . . . . .10-11 Exhibit 27 - Financial Data Schedule . . . . . . . . . . . . . . . ** ** Copy omitted from this Quarterly Report on Form 10-Q. Copy included in report filed electronically with the Securities and Exchange Commission. (b) There were no reports on Form 8-K filed by the Company during the quarter ended June 30, 1997. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CHIQUITA BRANDS INTERNATIONAL, INC. By: /s/ William A. Tsacalis William A. Tsacalis Vice President and Controller (Chief Accounting Officer) August 7, 1997 EX-10.G 2 Exhibit 10g 1997 AMENDED AND RESTATED CHIQUITA BRANDS INTERNATIONAL, INC. DEFERRED COMPENSATION PLAN Effective as of January 1, 1997 1997 Amended and Restated Chiquita Brands International, Inc. Deferred Compensation Plan TABLE OF CONTENTS Section Page 1. Establishment and Purpose . . . . . . . . . . . . . . . . . . . . 1 2. Plan Objectives . . . . . . . . . . . . . . . . . . . . . . . . . 1 3. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 1-3 4. Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 5. Participation . . . . . . . . . . . . . . . . . . . . . . . . . . 3 6. Deferred Compensation Account . . . . . . . . . . . . . . . . . . 3 7. Deferral Sources and Matching Contributions . . . . . . . . . . 3-4 8. Deferral Term . . . . . . . . . . . . . . . . . . . . . . . . . . 4 9. Interest Indices . . . . . . . . . . . . . . . . . . . . . . . . 5 10. Payment Form and Method . . . . . . . . . . . . . . . . . . . . . 5 11. Account Statement . . . . . . . . . . . . . . . . . . . . . . . . 5 12. Account Distribution . . . . . . . . . . . . . . . . . . . . . . 5 13. Hardship Distributions . . . . . . . . . . . . . . . . . . . . . 6 14. Beneficiary Designation . . . . . . . . . . . . . . . . . . . . . 6 15. General Provisions . . . . . . . . . . . . . . . . . . . . . . 6-7 1997 Amended and Restated Chiquita Brands International, Inc. Deferred Compensation Plan (effective January 1, 1997) 1. Establishment and Purpose 1.1 Effective January 1, 1997, Chiquita Brands International, Inc., a New Jersey corporation, adopts this 1997 Amended and Restated Chiquita Brands International, Inc. Deferred Compensation Plan to enable eligible Associates of the Company and certain of its subsidiaries and affiliates to elect deferral of payment of their compensation. 1.2 A Participant's deferrals prior to January 1, 1997, shall be governed by the Plan that was in effect prior to January 1, 1997. 2. Plan Objectives 2.1 The purpose of this Plan is to allow Participants to achieve the following objectives: (a) Accumulate income for retirement; and (b) Provide opportunity for financial growth. 3. Definitions When used in this Plan, the following words and phrases shall have the following meanings: 3.1 Account means the record maintained for each Participant to which all deferrals, investment indices and distributions are credited and debited for each Plan Year. 3.2 Administrator means the Employee Benefits Committee appointed by the Company's Board of Directors. 3.3 Annual Bonus means the annual lump-sum Total Compensation Review Bonus Award made in addition to a Participant's Base Salary. 3.4 Associate means an employee of the Company. 3.5 Base Salary means base pay, excluding any bonuses, commissions and other extraordinary payments. 3.6 Company means Chiquita Brands International, Inc. and (unless the context indicates otherwise) its subsidiaries and affiliates which have not adopted a separate deferred compensation plan. 3.7 Compensation means Base Salary and Annual Bonus earned for services rendered during a given Plan Year. 3.8 Disabled and Disability mean that a Participant, as a result of accident or illness, is physically, mentally or emotionally unable to perform the duties for which the Participant is employed, and in the Administrator's opinion is likely to remain so Disabled for at least one year. The Administrator shall make all determinations as to whether a Participant is Disabled and shall use such evidence, including independent medical reports and data, as the Administrator deems necessary and desirable. 3.9 Excess 401(k) Deferral means the excess, if any, of (i) the amount a Qualified Participant elects to defer under the Savings Plan, over (ii) the limitations (as adjusted) on deferrals contained in Sections 401(a)(17) and 402(g) of the Internal Revenue Code of 1986, as amended. 3.10 Expiration Date means, with respect to each annual deferral under Section 7.1, the earlier of (i) the last day of the year to which a Participant elects to defer Compensation pursuant to Section 8.1, or (ii) the date on which a Participant dies, becomes Disabled or terminates employment with the Company. 3.11 Matching Contributions means, with respect to each Qualified Participant in a Plan Year, Company contributions to the Plan, in respect of the Participant's contributions under Section 7.1, equal to the difference, if any, between the following two amounts: (i) the total of the Basic Matching Contribution and Discretionary Matching Contribution (the "Contributions") such Participant would have received for such Plan Year under the Savings Plan, up to the 6% limit imposed by the Savings Plan, if such Contributions were determined without respect to cumulative annual Base Salary without applying the limitations on compensation and contributions in Sections 401(a)(17) and 402(g) of the Internal Revenue Code of 1986, as amended, and (ii) the actual Contributions on behalf of such Participant under the Savings Plan for that Plan Year. 3.12 Participant means an officer or other highly compensated Associate who is selected or entitled to participate and participates in the Plan for a designated Plan Year. 3.13 Plan means this 1997 Amended and Restated Chiquita Brands International, Inc. Deferred Compensation Plan. 3.14 Plan Year means the calendar year, January 1 through December 31. 3.15 Savings Plan means the Chiquita Savings and Investment Plan. 3.16 Qualified Participant means a Participant whose Base Salary exceeds the limitation on compensation in Section 401(a)(17) of the Internal Revenue Code of 1986, as amended, who elects to defer Excess 401(k) Deferrals under this Plan, and participates in the Savings Plan for the entire year and does not change his or her percentage of compensation contributed to the Savings Plan for the entire Plan Year. 4. Eligibility 4.1 Officers and other highly compensated Associates of the Company will be eligible to become Participants in the Plan either through annual invitation by the President of the Company or through an employment agreement approved by the President. 5. Participation 5.1 A Participant elects to participate in the Plan by delivering to the Administrator, before the beginning of each Plan Year, a properly completed enrollment form. 5.2 The enrollment form shall conform to the terms and conditions of the Plan. 6. Deferred Compensation Account 6.1 Each Plan Year a deferred compensation Account will be established for each Participant. 6.2 All Compensation deferred by the Participant (including all Excess 401(k) Deferrals), all increases in the value of the Account resulting from the application of the appropriate Interest Index, all other amounts credited to the Account pursuant to this Plan and all distributions from the Account to the Participant or the Participant's beneficiary(ies) or estate shall be reflected in the Account. 6.3 All Accounts shall be maintained by the Administrator. 7. Deferral Sources and Matching Contributions 7.1 At the time of enrollment, a Participant must elect to defer Compensation for services rendered in the next Plan Year consisting, for the purposes of this Plan, of one or more of the following three components: Base Salary, Annual Bonus and, if a Qualified Participant, Excess 401(k) Deferrals. 7.2 Any Base Salary deferral must be at least 10% of Base Salary. Any Annual Bonus deferral must be at least 20% of each Annual Bonus or $10,000, whichever is less. The maximum Base Salary deferral must not exceed 80% of Base Salary and the maximum Annual Bonus deferral must not exceed 85% of Annual Bonus. 7.3 Compensation and Excess 401(k) Deferrals deferred under this Plan shall be credited to the Participant's Account on the date such amounts would have otherwise been paid. 7.4 The deferral sources and amounts elected for a given Plan Year are irrevocable. 7.5 If a Qualified Participant in this Plan has elected to participate in the Savings Plan and has Excess 401(k) Deferrals, the Company will make Matching Contributions for that Participant in accordance with Section 3.11 provided the Participant does not change such Participant's 401(k) contribution rate during the Plan Year. All such Matching Contributions shall be credited to the Participant's Account on the earliest of the last pay day of the respective Plan Year or the Expiration Date. 8. Deferral Term 8.1 At the time a Participant elects to defer Compensation, the Participant must also elect the term for which such deferral is made (the "Deferral Term"). The Deferral Term for Base Salary or Annual Bonus deferrals must be either five years or ten years or the date on which the Participant dies, becomes Disabled or terminates employment with the Company for any reason. The Deferral Term for all Excess 401(k) Deferrals and Matching Contributions shall always end upon death, Disability or termination of employment for any reason. 8.2 The Deferral Term for deferrals of Base Salary and Annual Bonus must be the same. 8.3 A Deferral Term, once elected, is irrevocable. 8.4 Should a Participant die, become Disabled or the Participant's employment with the Company be terminated for any reason before the Expiration Date of a Deferral Term of five or ten years, the Participant's Account will be distributed as if the Participant had elected the death, Disability or termination of employment Deferral Term. 9. Interest Indices 9.1 Amounts deferred under this Plan shall accrue interest from the date which is the midpoint of the calendar quarter in which the deferrals are credited to the Participant's Account until the Expiration Date. Such interest shall be credited to the Account quarterly, at the interest rate specified in the Interest Rate Schedule for the respective Plan Year and Deferral Term elected by the Participant. 10. Payment Form and Method 10.1 All payments from the Plan shall be made only in a lump-sum in the form of cash. 10.2 The payment shall cover all Deferral Terms, from all deferral sources, for the respective Plan Year. 11. Account Statement 11.1 Account statements will be sent periodically (at least annually) to each Participant until the Participant's Account has been completely distributed. 11.2 The appropriate Interest Rate Schedules will be used for crediting the deferrals accrued pursuant to Section 9. 12. Account Distribution 12.1 Payment will be made on the later of: (i) the first pay date which first follows a 30-day processing period beginning on the Expiration Date, or (ii) the first pay date which first follows a 30-day processing period beginning on the date severance payments cease to be paid to the Participant. Prior to the Expiration Date or the date severance payments cease, the Account will continue to accrue interest in accordance with the Participant's Deferral Term election. 12.2 Applicable federal, state, local and foreign taxes will be deducted from the gross amount of the payment. 13. Hardship Distributions 13.1 Distribution of payments from a Participant's Account prior to the dates set forth in Section 12.1 shall be made only if the Administrator, after consideration of a written application by the Participant, determines that the Participant has sustained financial hardship. For purposes of Section 13, Participant shall also include a terminated Associate receiving severance payments from the Company. 13.2 Any hardship distribution shall be withdrawn from the Participant's Account, starting with the most current Plan Year, continuing in reverse chronological order. 13.3 Applicable federal, state, local and foreign taxes will be deducted from the gross amount of the payment. 14. Beneficiary Designation 14.1 A Participant shall have the right to designate one or more beneficiaries and to change any beneficiary previously designated. 14.2 A Participant shall submit his or her beneficiary designation in writing using the beneficiary designation form. The Participant shall deliver the completed form to the Administrator. 14.3 The most recently dated and filed beneficiary designation shall cancel all prior designations. 14.4 In the event of the Participant's death before or after the commencement of payments from the Account, the amount otherwise payable to the Participant shall be paid to the designated beneficiary(ies) or, if no beneficiary, to the estate, according to the provisions of Section 12, as applicable. 15. General Provisions 15.1 Participant's Rights Unsecured. The right of any Participant to receive payments under the provisions of this Plan shall be an unsecured claim against the general assets of the Company. It is not required or intended that the amounts credited to the Participant's Account be segregated on the books of the Company or be held by the Company in trust for a Participant and a Participant shall not have any claim to or against a specific asset or assets of the Company. All credits to an Account are for bookkeeping purposes only. 15.2 Non-assignability. The right to receive payments shall not be transferrable or assignable by a Participant. Any attempted assignment or alienation of payments shall be void and of no force or effect. 15.3 Administration. The Administrator shall have the authority to adopt rules, regulations and procedures for carrying out this Plan, and shall interpret, construe and implement the provisions of the Plan according to the laws of the State of Ohio. Any such interpretation by the Administrator shall be final, binding and conclusive. 15.4 Amendment and Termination. The Company expressly reserves the sole and exclusive right to amend, modify, or terminate this Plan at any time by action of the Board of Directors of the Company or, to the extent it has delegated such authority, by action of the Employee Benefits Committee. Any amendment, modification, or termination shall be in writing authorized by the Board of Directors or the Employee Benefits Committee, as the case may be, and signed by an officer of the Company. The Company's right of amendment, modification, or termination shall not require the assent, concurrence, or any other action by any subsidiary or affiliate of the Company even though actions by the Company may relate to persons employed by a subsidiary or affiliate. However, no amendment, modification, or termination of this Plan shall adversely affect any Participant's accrued rights arising from any election to defer Compensation made prior to such amendment, modification or termination of the Plan. 15.5 Construction. The singular shall also include the plural where appropriate. 15.6 Employment Rights. This Plan does not constitute a contract of employment and participation in the Plan will not give any Participant the right to be retained in the employ of the Company. 15.7 Annual Bonus Rights. This Plan does not confer the right for a Participant to receive an Annual Bonus. 15.8 Complete Document. This document and the Participant enrollment and designation of beneficiary forms contain all the terms of this Plan and supersede any prior understandings, agreements or representations, written or oral, which may have related to the subject matter hereof in any way. EX-11 3 Exhibit 11
CHIQUITA BRANDS INTERNATIONAL, INC. COMPUTATION OF EARNINGS PER COMMON SHARE (Unaudited) (In thousands, except per share amounts) Quarter Ended Six Months Ended June 30, June 30, 1997 1996 1997 1996 A. Primary earnings per common share Income before extraordinary item $ 41,083 $ 43,089 $ 84,377 $ 67,317 Dividends on preferred stock (4,223) (2,066) (8,445) (4,133) ---------- ---------- ---------- ---------- Income attributable to common shares before extraordinary item 36,860 41,023 75,932 63,184 Extraordinary loss from debt refinancing -- (5,556) -- (5,556) ---------- ---------- ---------- ---------- Net income attributable to common shares $ 36,860 $ 35,467 $ 75,932 $ 57,628 ========== ========== ========== ========== Shares used in calculation of per share data: Weighted average common shares outstanding 56,233 55,408 56,146 55,249 Less restricted common shares (176) (278) (188) (294) Dilutive effect of assumed exercise of stock options 1,207 854 1,150 997 ---------- ---------- ---------- ---------- 57,264 55,984 57,108 55,952 ========== ========== ========== ========== Primary earnings per common share: Income before extraordinary item $ .64 $ .73 $ 1.33 $ 1.13 Extraordinary item -- (.10) -- (.10) ---------- ---------- ---------- ---------- Net income $ .64 $ .63 $ 1.33 $ 1.03 ========== ========== ========== ==========
Exhibit 11 (continued)
CHIQUITA BRANDS INTERNATIONAL, INC. COMPUTATION OF EARNINGS PER COMMON SHARE (Unaudited) (In thousands, except per share amounts) Quarter Ended Six Months Ended June 30, June 30, 1997 1996 1997 1996 B. Fully diluted earnings per common share Income before extraordinary item $ 41,083 $ 43,089 $ 84,377 $ 67,317 Extraordinary loss from debt refinancing -- (5,556) -- (5,556) ---------- ---------- ---------- ---------- Net income $ 41,083 $ 37,533 $ 84,377 $ 61,761 ========== ========== ========== ========== Shares used in calculation of per share data: Weighted average common shares outstanding 56,233 55,408 56,146 55,249 Less restricted common shares (176) (278) (183) (284) Dilutive effect of assumed conversion of preferred stock 15,232 7,566 15,232 7,566 Dilutive effect of assumed exercise of stock options 1,207 854 1,311 1,158 ---------- ---------- ---------- ---------- 72,496 63,550 72,506 63,689 ========== ========== ========== ========== Fully diluted earnings per common share: Income before extraordinary item $ .57 $ .68 1.16 $ 1.06 Extraordinary item -- (.09) -- (.09) ---------- ---------- ---------- ---------- Net income $ .57 $ .59 $ 1.16 $ .97 ========== ========== ========== ========== /TABLE EX-27 4
5 This schedule contains summary financial information extracted from the Chiquita Brands International, Inc. Form 10-Q for the six months ended June 30, 1997 and is qualified in its entirety by reference to such financial statements. 1,000 6-MOS DEC-31-1997 JUN-30-1997 233,077 0 207,057 9,599 250,136 787,054 1,744,368 613,583 2,387,452 413,913 997,365 0 249,256 18,750 532,362 2,387,452 1,277,643 1,277,643 948,107 948,107 43,041 0 55,778 92,577 8,200 84,377 0 0 0 84,377 1.33 1.16
-----END PRIVACY-ENHANCED MESSAGE-----