10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Fiscal Year Ended December 31, 2007 or

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Transition Period from              to             

Commission File Number 1-1550

CHIQUITA BRANDS INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

New Jersey	04-1923360
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

250 East Fifth Street, Cincinnati, Ohio	45202
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (513) 784-8000

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

Title of Each Class	Name of Each Exchange On Which Registered
Common Stock, par value $.01 per share	New York
Warrants to Subscribe for Common Stock	New York

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

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  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer  ¨    Smaller reporting company  ¨    

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨     No  x

The aggregate market value of Common Stock held by non-affiliates at June 30, 2007, the last business day of the registrant’s most recently completed second quarter, was approximately $800 million.

As of February 15, 2008, 42,853,537 shares of Common Stock were outstanding.

Documents Incorporated by Reference

Portions of the Chiquita Brands International, Inc. 2007 Annual Report to Shareholders are incorporated by reference in Parts I and II. Portions of the Proxy Statement for the 2008 Annual Meeting of Shareholders are incorporated by reference in Part III.

CHIQUITA BRANDS INTERNATIONAL, INC.

TABLE OF CONTENTS

			Page
Part I
	Item 1.	Business	1
	Item 1A.	Risk Factors	16
	Item 1B.	Unresolved Staff Comments	24
	Item 2.	Properties	24
	Item 3.	Legal Proceedings	25
	Item 4.	Submission of Matters to a Vote of Security Holders	29
Part II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	30
	Item 6.	Selected Financial Data	30
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	30
	Item 8.	Financial Statements and Supplementary Data	30
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	30
	Item 9A.	Controls and Procedures	31
	Item 9B.	Other Information	31
Part III
	Item 10.	Directors, Executive Officers and Corporate Governance	32
	Item 11.	Executive Compensation	33
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	33
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	34
	Item 14.	Principal Accountant Fees and Services	34
Part IV
	Item 15.	Exhibits and Financial Statement Schedules	35
	Signatures		36

This Annual Report on Form 10-K 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 our 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 its restructuring announced in October 2007; product recalls and other events affecting the industry and consumer confidence in company 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. See “Risk Factors” for further information.

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.

PART I

ITEM 1 - BUSINESS

GENERAL

Chiquita Brands International, Inc. (“CBII”) and its subsidiaries (collectively, “Chiquita” or the company) operate as a leading international marketer and distributor of bananas and other fresh produce sold under the “Chiquita” and other brand names in more than 70 countries and of packaged salads sold under the “Fresh Express” and other brand names primarily in the United States. The company produces approximately one-third of the bananas it markets on its own farms, and purchases the remainder of the bananas and all of the lettuce and other fresh produce from third-party suppliers throughout the world.

Recent events in 2007 and early 2008 have improved Chiquita’s balance sheet and are expected to decrease its risk profile in the face of increasing industry costs and other challenges.

• Restructuring. In October 2007, Chiquita began implementing a restructuring program designed to improve profitability by consolidating operations and simplifying the company’s overhead structure to improve efficiency, stimulate innovation and enhance focus on customers and consumers. The program is expected to reduce costs by approximately $60-80 million annually.

• Sale-Leaseback of Ships. In June 2007, Chiquita completed the sale of its twelve refrigerated cargo ships, which are being chartered back from an alliance formed by two global shipping operators. Chiquita used the cash proceeds to retire approximately $210 million of debt.

• Atlanta. In October 2007, Chiquita has announced that the company is exploring strategic alternatives for its European fruit and vegetable distribution subsidiary, Atlanta AG, including a possible sale, although the company has not yet concluded on the best strategic alternative. 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.

• Refinancing of certain indebtedness. Chiquita and its main operating subsidiary, Chiquita Brands, L.L.C. (“CBL”), have entered into a commitment letter, dated February 4, 2008, with Coöperatieve Centrale Raiffeisen – Boerenleenbank B.A., “Rabobank Nederland”, New York Branch (“Rabobank”) to refinance a CBL existing senior secured revolving credit facility and a portion of its outstanding Term Loan C with a new 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 facility). The commitment letter contains financial maintenance covenants that provide greater flexibility than those in CBL’s existing senior secured credit facility. The company expects this new credit facility and term loan to close by March 31, 2008.

• 4.25% Convertible Senior Notes Due 2016. On February 12, 2008, Chiquita issued $200 million of 4.25% convertible senior notes due August 15, 2016, the net proceeds of which were used to repay a portion of Term Loan C.

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Chiquita focuses on healthy, value-added, higher-margin products and seeks 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:

• Deliver innovative, higher-margin products. Chiquita strives to leverage its brands and market leadership to diversify its offerings of healthy, fresh foods. In Europe, the company is the market leader and obtains a price premium for its Chiquita^® bananas. In North America, the company is the market segment leader and obtains a price premium in value-added salads with the Fresh Express^® brand and maintains a No. 2 market position in bananas.

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. 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, thereby making it profitable to market individual bananas in non-grocery convenience outlets. Also, as the result of the successful 2006 debut in Belgium, Chiquita expanded the distribution of “Just Fruit in a Bottle,” the company’s line of 100% fruit smoothies, to Germany and the Netherlands in 2007. In 2007, the company also continued to leverage Fresh Express’ reputation for innovation and customer service to launch new products, such as Gourmet Café individual salads packaged with toppings, dressing and utensils, which the company expects to launch nationally across the United States in 2008.

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 again recognized both Chiquita and Fresh Express as Category Captains for exceptional category management for the ninth consecutive year for Chiquita and for the seventh consecutive year for Fresh Express.

• Build a high-performance organization. Chiquita seeks to attract, engage and retain high-performing employees, apply best-in-class people practices, ensure that the company has the right people in the right jobs, leverage processes and technology to improve decision making, employ conservative financial practices and continue to demonstrate leadership in corporate responsibility.

• Achieve sustainable, profitable growth. Chiquita remains focused on cost savings in both production and logistics, including synergies achieved by combining the strengths of Chiquita and Fresh Express. The company hedges the majority of its fuel costs and foreign currency exposures to help minimize the volatility in operating a global business.

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 completed 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.

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Chiquita believes the following competitive strengths should enable the company to adjust to challenges in its business and to capitalize on future growth opportunities.

• Powerful Brand.    Chiquita believes that customers and consumers associate the Chiquita brand with healthy, fresh and high-quality food products. Fresh Express is the North American industry leader in value-added salads, and its brand is synonymous with healthy and fresh products. The company believes it can leverage the Chiquita and Fresh Express brands through higher-margin product extensions and new product introductions.

• Strong Market Positions.    The company’s Fresh Express brand holds the No. 1 market share position in U.S. value-added salads. For bananas, Chiquita holds the No. 1 market share in the EU and the No. 2 market share in North America. In 2007, Chiquita increased its leading estimated share of the banana volume sold by the top 25 retailers in the United States to 39% compared to 35% in 2006.

• High Quality Products and Value-Added Services.    Chiquita believes it delivers value to its retail customers by providing high-quality products and value-added customer service and category management. Fresh Express is considered an industry leader in food safety as a result of its integrated and preventive food safety standards and other food safety practices.

• Competitive Supply and Logistics Costs.    Chiquita believes that it is able to produce and/or source bananas, lettuce and other fresh produce and deliver them to customers at competitive costs. This competitive position has resulted, in part, from gains achieved in recent years in improving farm productivity, diversifying its supplier base, reducing waste, divesting nonproductive assets, centralizing purchasing, entering a long-term alliance in 2007 with expert global shipping operators and improving efficiency throughout the company’s global supply chain operations.

• Geographic Diversity of Sourcing.    Chiquita maintains wide geographic diversity in its sourcing of bananas and other produce, which reduces the company’s risk from natural disasters, labor disruptions and other supply interruptions in any one particular location. Sourcing in both the northern and southern hemispheres permits the company to provide many produce varieties year-round.

• High Level of Corporate Responsibility.    Chiquita manages its operations in accordance with its Core Values — Integrity, Respect, Opportunity and Responsibility — and its Code of Conduct. Chiquita sets high environmental, social and ethical standards while balancing stakeholder interests. For example, all Chiquita-owned banana farms in Latin America have been certified to the Rainforest Alliance standard, the Social Accountability 8000 social standard, and the GlobalGAP food safety standard. In addition, a majority of banana farms owned by the company’s suppliers in Latin America have been certified to the Rainforest Alliance and GlobalGAP food safety standards.

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BUSINESS SEGMENTS

Chiquita operates and reports its results in three business segments: Bananas; Salads and Healthy Snacks; and Other Produce. The Banana segment includes the sourcing (purchase and production), transportation, marketing and distribution of bananas. The Salads and Healthy Snacks segment includes value-added salads, fresh vegetable and fruit ingredients used in foodservice, healthy snack operations, as well as processed fruit ingredient products. The Other Produce segment includes the sourcing, marketing and distribution of whole fresh fruits and vegetables other than bananas. Corporate expenses are presented separately to provide more transparency, rather than being allocated to the operating results of the reportable segments. Chiquita evaluates the performance of its business segments based on operating income.

No individual customer accounted for more than 10% of the company’s net sales during any of the last three years.

Banana Segment

Chiquita sources, distributes and markets bananas sold principally under the “Chiquita” brand name. Banana segment net sales were $2.0 billion in 2007, $1.9 billion in 2006 and $2.0 billion in 2005. Banana sales amounted to approximately 43% of Chiquita’s consolidated net sales in 2007 and 2006 and 50% in 2005. In 2007, 2006, and 2005 approximately 70% of banana sales were in Europe and other international markets, with the remainder in North America. Chiquita’s other international markets for bananas include the Middle East and the Far East, which are both primarily served through a joint venture that sources its bananas from the Philippines.

Competition

Bananas are distributed and marketed internationally in a highly competitive environment. Although smaller companies, including growers’ cooperatives, are a competitive factor, Chiquita’s primary competitors are a limited number of other international banana importers and exporters, principally Dole Food Company, Inc., Fresh Del Monte Produce, Inc. and Fyffes plc. To compete successfully, Chiquita must be able to source bananas of uniformly high quality at a competitive cost, maintain strong customer relationships, and quickly and reliably transport and distribute products to worldwide markets.

Markets, Customers and Distribution

Chiquita’s principal markets are North America and Europe. The company sells approximately one-fourth of all bananas imported into each of these markets. The joint venture through which Chiquita operates in the Far East market sold approximately 10%, 15% and 10% of bananas imported into Japan in 2007, 2006 and 2005, respectively. In Europe, the company’s core market is the member states of the European Union (except new entrants Romania and Bulgaria, which continue to be reported in “trading markets”), plus Switzerland, Norway and Iceland. The company also sells bananas in other countries in the region, including the remainder of Europe, Russia and the Mediterranean, usually referred to as “trading markets.” The volume of fruit sold into trading markets typically reflects excess banana supplies beyond core market demands, sold on a spot basis into these markets when the company believes it can effectively cover its costs. For information on the impact of recent changes in the EU banana import regime, see “Item 1A – Risk Factors.”

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Chiquita’s customers are primarily retailers and wholesalers. To a significant extent in North America, and increasingly in Europe, the company’s retail customers are large chain stores. Continuing industry consolidation has increased the buying leverage of these major domestic and international grocery retailers. Both retailers and wholesalers are generally seeking annual or multi-year contracts with suppliers that can provide a wide range of fresh produce.

To achieve this goal, Chiquita has regional sales organizations to service major retail customers and wholesalers. In most cases, these organizations provide services for both bananas and other fresh produce. In addition, the sales organizations provide customer support, including assistance with transportation and logistics, ripening, and banana and produce category management. In both Europe and North America, the company sells “green” (unripened) bananas and “yellow” (ripened) bananas, which are ripened in its own facilities. Many customers have their own facilities to ripen “green” bananas purchased from Chiquita or other sources; in some cases, Chiquita provides technical advice or operates the customers’ ripening facilities. Chiquita also provides retail marketing support services for its customers. These ripening, advisory and support services help the company develop and strengthen long-term supply relationships with customers.

In North America, Chiquita enters into product and service contracts with large retail customers, most often for one year terms. Approximately 90% of the volume sold in North America is sold under these contracts. An advantage of these contracts is that they stabilize demand and pricing throughout the year and reduce the company’s exposure to volatile spot market prices and supply and demand imbalances. A disadvantage is that the company may not be able to pass on unexpected cost increases when they arise or may not be able to take advantage of short-term, market-driven price increases due to short supply or other factors.

In recent years, Chiquita has been exploring additional distribution channels for bananas. In the past, it was not economically feasible to distribute single bananas to quick service restaurants and convenience stores because of the high spoilage rates when bananas are not kept under controlled conditions and when they cannot be delivered frequently. In September 2004, Chiquita signed a Joint Technology Development and Supply Agreement with a subsidiary of Landec Corporation to obtain patented packaging technology which extends the shelf-life of bananas and allows profitable distribution through these channels. In 2006, Chiquita used this technology to introduce “Chiquita To Go” bananas into quick service restaurants and convenience stores in supply boxes containing 40 individual bananas. In 2007, the volume of “Chiquita To Go” bananas doubled from 2006.

Pricing

The selling price received for bananas depends on several factors, including their availability and quality in relation to competing produce items. Banana pricing is seasonal because bananas compete against other fresh fruit, a major portion of which comes to market in the summer and fall. As a result, banana prices and Chiquita’s Banana segment results are typically stronger during the first half of the year. Although Chiquita has increased the amount of bananas it sells under fixed-price contracts, these contracts often include differential pricing, with higher pricing in the first half of the year and lower pricing in the second half to correspond with the seasonal supply-and-demand dynamic. See “Markets, Customers and Distribution.” Due to the strength of the “Chiquita” brand and the company’s reputation for consistent product quality, leadership in consumer marketing and category management, and innovative ripening techniques, Chiquita generally obtains a premium price for its bananas sold in Europe.

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Sourcing

Bananas grow in tropical climates where the temperature generally does not fall below 50 degrees Fahrenheit. A healthy banana plant can produce fruit for harvest approximately every seven months. After harvest, bananas are washed, and, in most cases, cut into clusters and packed into 40-pound boxes. The boxes of bananas are placed on pallets and loaded into containers for shipment.

During 2007, approximately one-fifth of all bananas sold by Chiquita were sourced from each of Costa Rica and Guatemala. Chiquita also sources bananas from numerous other countries, including Panama, Ecuador, Colombia, Honduras, the Philippines and the Ivory Coast. In 2007, approximately one-third of the bananas sourced by Chiquita were produced by subsidiaries and the remainder were purchased from independent growers under short and long-term fruit supply contracts in which Chiquita takes title to the fruit, either at packing stations or once loaded aboard ships. Although Chiquita maintains broad geographic diversification in purchased bananas, it relies to a significant extent on long-term relationships with certain large growers. In 2007, Chiquita’s five largest independent growers, which operate in Colombia, Ecuador, Costa Rica, Guatemala and Panama, provided approximately 66% of Chiquita’s total volume of purchased bananas from Latin America. In January 2008, the company entered into a new agreement with an affiliate of C.I. Banacol S.A., a Colombia-based producer and exporter of bananas and other fruit products, for the continuing purchase of bananas produced in Colombia. Chiquita will be purchasing approximately 14 million boxes per year of bananas through 2012, which will continue to account for more than 10% of the company’s purchased banana volume.

Purchasing bananas allows the company to reduce its financial and operating risks and avoid the substantial capital required to maintain and finance banana farms. Typically, banana purchase agreements have multi-year terms, in some cases as long as 10 years. However, the applicable prices under some of these agreements may be renegotiated annually or every other year and, if new purchase prices cannot be agreed upon, the contracts will terminate. The long-term purchase agreements typically include provisions relating to agricultural practices, packing and fruit handling, environmental practices, food safety, social responsibility standards, penalties payable by Chiquita if it does not take delivery of contracted fruit due to poor market conditions, penalties payable by the grower for shortages to contracted volumes and other provisions common to contracts for the international sale of goods. Normally, the prices paid to suppliers under the contracts are higher in the first half of the year, when market prices are usually higher. Under some fruit supply arrangements, Chiquita provides the growers with technical assistance related to production and packing of bananas for shipment.

Chiquita believes that its agricultural practices contribute to the quality of the bananas it produces. Since Chiquita specifies many of the same requirements for its growers, many of these practices are followed by them, as well.

The production of bananas is vulnerable to (i) adverse weather conditions, including windstorms, floods, drought and temperature extremes, (ii) natural disasters, such as earthquakes and hurricanes, (iii) crop disease, such as the leaf fungus black sigatoka, and (iv) pests. See “Item 1A - Risk Factors” for further information on risks inherent in the production of bananas.

Labor costs in the tropics for the company’s owned production of bananas represented 2% of the company’s total operating costs in 2007. These costs vary depending on the country of origin. To a lesser extent, paper costs are important since bananas are packed in cardboard boxes for shipment.

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Logistics

Bananas distributed internationally are transported primarily by refrigerated, ocean-going vessels. Due to their highly perishable nature, bananas must be brought to market and sold generally within 30 to 40 days after harvest. This requires efficient logistics processes in loading, unloading, transporting and delivering fruit from the farm to the outbound port, from the source country to the market country, and from the inbound port to the customer. Chiquita ships its bananas in refrigerated cargo ships chartered by the company. These ships are highly specialized, in both size and technology, for international trade in bananas and other refrigerated products and are operated under contractual arrangements having terms of one to seven years.

In June 2007, the company sold its twelve refrigerated cargo ships and chartered them back from an alliance formed by two global shipping operators. Eleven of the ships are being chartered back for a period of seven years, with options for up to an additional five years, and one ship is being chartered back for a period of three years, with an option for up to an additional two years. In connection with this transaction, the company also chartered seven additional ships for two or three year terms. The remainder of the company’s shipping needs, which is less than 10% of the total, is chartered on a spot basis. See Note 3 to the Consolidated Financial Statements included in Exhibit 13 for further information on the transaction.

From time to time, the company has experienced interruptions in its shipping, for reasons such as mechanical breakdown or damage to a ship, strikes at ports and port damage due to weather. For example, in 2005, the company suffered severe damage to its port facilities in Gulfport, Mississippi as a result of Hurricane Katrina. Although the company believes it carries adequate insurance and attempts to transport products by alternative means in the event of an interruption, an extended interruption could have a significant adverse impact on the company.

Although Chiquita believes it has a cost-efficient transportation system, transportation costs are significant in Chiquita’s business. Total logistics costs increased to $400 million in 2007 from $350 million in 2006 and $305 million in 2005. The price of bunker fuel used in shipping operations is an important variable component of transportation costs. The ship sale transaction does not impact the company’s ongoing fuel exposure because the company will continue to pay for the bunker fuel used by these ships throughout their charter periods. Historically, bunker fuel prices have been volatile, and over the last few years there have been significant price increases. Chiquita hedges the majority of this risk with contracts permitting it to lock in fuel purchase prices for up to three years 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 prices; in addition, hedging can result in losses when market fuel prices decline. In order to reduce ocean transportation costs, Chiquita transports third-party cargo, primarily from North America and Europe, to Latin America.

Chiquita operates loading and unloading facilities that it owns or leases in Central and South America and various ports of destination in Europe and North America. Most of the ports used by the company serve relatively large geographic regions for production or distribution. If a port becomes unavailable, the company must access alternate port facilities and reconfigure its distribution, which can increase its costs. To transport bananas overland to ports in Central and South America and from the ports of destination to the customers, the company uses common carriers. Title to the bananas passes to the customer upon delivery, which is either at the port of destination or at the customer’s inland facilities. In certain locations in Latin America, the company operates port facilities for all cargo entering or leaving the port, not just for its own products.

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Most of Chiquita’s tropical banana shipments into the North American and core European markets are delivered using containers and pallets. To the extent possible, once the bananas are loaded into containers, they remain in the same containers for transportation from the port of loading through ocean transport, port of arrival, discharge and delivery to customers. This minimizes damage to the bananas by eliminating the need to handle individual boxes or pallets and makes it easier to maintain the bananas at a constant temperature. However, in some cases, particularly in Europe, pallets are unloaded from containers and are loaded into the cargo holds of ships for transport to market.

Bananas are harvested while still green and are subsequently ripened. To control quality, bananas are normally ripened under controlled conditions. Chiquita has a proprietary Low-Temperature Ripening process, a state-of-the-art banana ripening technique that enables bananas to be ripened in shipping containers during transit. Then Chiquita operates pressurized ripening rooms in Europe and North America to continue to manage the ripening process. The company believes this service provides value to customers through improved fruit quality, longer shelf life, lower inventory levels and lower required investment.

Salads and Healthy Snacks Segment

The Salads and Healthy Snacks segment includes value-added salads sold under the Fresh Express and other labels, fresh vegetable and fruit ingredients used in foodservice, healthy snacks, and processed fruit ingredient products. Net sales of the Salads and Healthy Snacks segment were approximately $1.3 billion, $1.2 billion, and $590 million for the years ended December 31, 2007, 2006 and 2005, respectively. The increase in 2006 was due to the full year impact of Chiquita owning the Fresh Express business compared to a half year in 2005. The Fresh Express acquisition has diversified the company’s business, accelerated revenue growth in value-added products and provided a more balanced mix of sales between Europe and North America, which makes the company less susceptible to risks unique to Europe, such as the market dynamics in the European Union (“EU”) under the banana import regime and foreign exchange risk.

Chiquita’s Fresh Express subsidiary is a leading purchaser, processor, packager and distributor of a variety of value-added salads and other healthy snacks in North America. The company distributes approximately 400 different Fresh Express branded products nationwide to food retailers as well as foodservice distributors and operators and quick-service restaurants. The company also distributes over 400 fresh produce foodservice offerings, primarily to third-party distributors for resale mainly to quick-service restaurants located throughout the United States. Fresh Express’ 47% and 45% retail market share during 2007 and 2006, respectively, is number one in the retail value-added salad category in the U.S. The company ships an average of 15 million fresh, ready-to-eat Fresh Express-branded salad bags to markets across the United States every week. Based upon consumption patterns, volume and profitability are somewhat higher during the second and third quarters of the year. As a result of the industry expertise acquired with Fresh Express, the company believes it is a leader in freshness-extending, controlled and modified atmosphere packaging systems for value-added salads. The company is also a supplier of healthy snacks, including the Chiquita Fruit Bites line.

In October 2007, the company acquired Verdelli Farms, a premier regional processor of value-added salads, vegetables and fruit snacks on the east coast of the United States. Verdelli Farms markets products in 10 states under the Harvest Select and Verdelli Farms brands. The acquisition is expected to benefit the Salads and Healthy Snacks segment by expanding its presence in the northeast United States, the region with the largest concentration of consumers, where the Fresh Express brand is currently under-represented. The increased presence in the Northeast is also expected to improve distribution and logistics efficiency and to add one to two days of freshness for regional products.

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Competition

Fresh Express competes with a variety of other branded and private label packaged, ready-to-eat salads in the retail market. Retail competitors include Dole Food Company, Ready Pac Produce, and Earthbound Farms. In addition, there are many other processed food and other food and produce sellers who could enter the value-added salads category and other healthy snack markets. Chiquita believes its Fresh Express brand distinguishes itself in the area of food safety in the salad industry – see “Health, Environmental and Social Responsibility” below. Approximately 30% of the Salads and Healthy Snacks segment net sales are to foodservice customers. Foodservice customers, including chain and quick service restaurants, are characterized by a high volume of sales, but with profit margins that are lower than for retail customers. Competitors in the foodservice area are predominately national, regional and local processors. There is intense competition from national and large regional processors when selling produce to foodservice customers, which may require the company to market its services to a particular customer over a long period of time before it is even invited to bid.

Markets, Customers and Distribution

The company supplies its Salads and Healthy Snacks retail products under the Fresh Express and Chiquita brands to several of the nation’s top retailers and to a diverse base of customers throughout the United States. Most of these retail accounts are currently under multi-year contracts.

Chiquita’s value-added produce products generally serve two customer types, grocery retailers and foodservice customers. The retail channels for the value-added salad business are supported by a dedicated sales and marketing organization that includes regional business managers who are responsible for sales to retail grocery accounts within their geographic regions and sales managers who work with a network of brokers across the country to sell products, gain business with new retail accounts and introduce new products to existing retail accounts. Chiquita also provides fresh-cut products, such as lettuce, tomatoes, spinach, cabbage, broccoli, cauliflower, onions and peppers, to foodservice distributors who resell these products to foodservice operators. Customer sales representatives and account managers service these foodservice customers.

Grocery Retailers. The following table presents information about the Fresh Express retail product lines that represent 10% or more of retail sales:

Name	Description
Blends	Romaine and other fancier lettuce-based salads reflecting, in some instances, international themes
Tender Leaf Blends	Spring mix and baby spinach blends
Complete Salads	Salads that contain toppings and dressings
Garden	Shredded or chopped iceberg lettuce with portions of shredded red cabbage and shredded carrots
Garden Plus	Iceberg and romaine combinations with additions such as carrots, cabbage or green leaf lettuce

Foodservice. Chiquita also provides value-added produce items under the Fresh Express label to

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foodservice distributors nationwide for resale primarily to quick service restaurants. Foodservice customers mainly purchase shredded lettuce; however, the company has introduced new, higher-margin products into this market, such as premium tender leaf salads. The company markets to foodservice customers by focusing on large, strategic accounts that provide reliable business at reasonable margins, under contracts that typically allow for the pass-through of raw product and other cost increases on a weekly basis.

Sourcing

The company sources all of its raw products for the Salads and Healthy Snacks segment from third-party growers, primarily located in California, Arizona and Mexico. Often, the company enters into contracts with these farmers to help mitigate supply risk and manage exposure to cost fluctuations. The company works with the growers and harvesters to develop safe, innovative, quality-enhancing and cost-effective production and harvesting techniques.

Logistics

Once harvested, the produce is typically cooled and shipped by environment-controlled trucks to the company’s facilities where it is inspected, processed, packaged and boxed for shipment. The company has seven processing/distribution plants and two distribution centers located in California, Georgia, Illinois, Pennsylvania and Texas; however, as part of its 2007 restructuring, the company will be closing one distribution center and one production plant to optimize network efficiency. Orders for value-added salads and other fresh-cut produce are quickly shipped from the time of processing, primarily to customer distribution centers or third-party distributors for further redistribution. Deliveries are made in temperature-controlled trucks that are contracted for hire. This distribution network allows for nationwide daily delivery capability and provides consistently fresh products to customers. Furthermore, Chiquita believes more frequent deliveries allow retailers to better manage their inventory and reduce product spoilage, which helps boost the retailers’ margins.

Healthy Snacks

The healthy snacks business involves purchasing, processing, packaging and distributing a variety of fresh-cut apples, grapes, carrots and snow peas in a variety of convenient, Chiquita-branded packaging. The company’s healthy snacks are marketed under the “Chiquita” brand and primarily include the “Chiquita Fruit Bites” sliced apple and other fruit snacks, which are sold throughout most of the U.S. The company sources fruit from North and South America, depending on the season, and cuts and packages the fruit in sealed packages. It makes frequent deliveries to customers, which include retailers, such as large grocery chains, and distributors, as well as foodservice customers, mainly quick service restaurants. Its primary competitors are regional producers of branded and private label fresh-cut fruit selections.

The company has healthy snack fruit processing facilities in: Chicago, Illinois; Atlanta, Georgia; and Salinas, California. In a growing and rapidly evolving category, the company is continuing to focus on technology, pricing, product mix, marketing and packaging. In October 2007, as part of the restructuring plan, the company announced it was exiting the cut fruit bowl business.

Other Produce Segment

Chiquita distributes and markets an extensive line of fresh fruit and vegetables other than bananas in Europe, North America and the Far East. The major items sold are grapes, pineapples, melons,

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stonefruit, apples, kiwi and tomatoes. Net sales of the Other Produce segment were approximately $1.4 billion in 2007, 2006 and 2005.

Most Other Produce sales are in Germany and Austria, where the company operates 17 distribution centers through its Atlanta AG subsidiary (“Atlanta”). 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.

Competition

Chiquita’s primary competitors in the Other Produce segment are other wholesalers and distributors of fresh produce, which may be local or national. As the company’s customer base continues to consolidate, more retail customers are seeking fewer distributors who can supply larger geographic areas, offer a broad variety of produce items year-round and provide more logistical and other support services.

Markets, Customers and Distribution

Most Other Produce sales are in Germany and Austria, through Atlanta, which primarily distributes items carrying third-party brands. At these locations, daily shipments of a variety of fresh produce are delivered from a variety of producers and importers; the company then recombines these items to fill customer orders, in some cases repackaging produce into consumer packaging. The company provides other value-added services, including product sourcing, ripening and logistics. Compared to North America, in Europe the company provides a particularly wide selection of Other Produce products.

Aside from the Atlanta business, the Other Produce operations in North America and Europe primarily market Chiquita branded produce items. These operations strive to market premium-quality items with a consumer focus. In North America, Chiquita continues to focus on customer service and category management. The European operations are conducted throughout Western and Southern Europe. As European retailers expand into Eastern Europe, there will be a greater opportunity for Chiquita to expand its Other Produce operations there as well. Substantially all of the Far East operations are currently conducted through a joint venture. The company is investigating opportunities to leverage the brand in Asia and the Middle East in pursuit of profitable growth. Also included in the Other Produce segment is “Just Fruit in a Bottle,” a 100 percent fruit smoothie. 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.

A significant number of the company’s retail customers are large organizations with multiple stores. Continuing industry consolidation has increased the buying leverage of major domestic and international grocery retailers. In certain key European countries, discounters are gaining an increasing share of the market, resulting in continuing pricing pressure.

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Sourcing

Sourcing commitments with growers for non-banana fresh produce are generally for one year or less. However, the company sources with many of the same growers year after year and, in some cases, provides to certain growers of non-banana produce pre-shipment advances which are repaid when the produce is harvested and sold. The company purchases more than 130 different types of fresh produce from growers and importers around the world. Chiquita sources certain seasonal produce items in both the northern and southern hemispheres in order to increase availability of a wider variety of fresh produce throughout the year. The company tries to procure fresh produce directly from growers wherever possible. This is more difficult with certain produce items in Europe, in which case the company purchases from other distributors; in addition, the company makes spot market purchases in local markets to meet customer demand. Other sources are exporters from the country of origin and importers or wholesalers in the country of sale. The company is not heavily dependent on any single grower for Other Produce products.

The majority of Other Produce items are sourced from growers in Central America, Mexico, and South America. Chiquita also sources a significant amount of Other Produce items from Chile for marketing in North America, Europe, Asia and Latin America. The primary products sourced from Chile are grapes, stonefruit, apples, pears, kiwis and avocados. Fruit harvested in Chile, in the southern hemisphere, can be shipped to the northern hemisphere during the winter off-season for fruit. During 2007, Chiquita exited substantially all owned and leased farm operations in Chile. Chiquita still sources these Other Produce items from Chile, largely from the same farms with new owners. (See Note 3 to the Consolidated Financial Statements for further discussion regarding the sale of the Chilean operations.)

Logistics

Fresh produce is highly perishable and must be brought to market and sold generally within 30 to 60 days after harvest. Some items, such as vegetables, melons and berries, must be sold more quickly, while other items, such as apples and pears, can be held in cold storage for longer periods of time. The company generally uses common carriers to transport this fresh produce, and in some cases, particularly in Europe, purchases and takes title to the produce in the local market where it will be sold.

*******

For further information on factors affecting Chiquita’s results of operations, including results by business segment, liquidity and financial condition, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 15 to the Consolidated Financial Statements, both included in Exhibit 13, and “Item 1A—Risk Factors.”

INTELLECTUAL PROPERTY

The Chiquita brand is recognized in North America and many parts of Europe and Asia. The Chiquita^® trademark is owned by the company’s main operating subsidiary, Chiquita Brands, L.L.C. and is registered in approximately 100 countries. The company generally obtains a premium price for its Chiquita branded bananas sold in Europe. The company also owns hundreds of other trademarks, registered throughout the world, used on its second-quality bananas and on a wide variety of other fresh and prepared food products.

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The Fresh Express^® trademark is registered in the U.S., Canada and several countries in Europe and the Far East. Fresh Express also owns registrations for a variety of other marks used in its value-added salads business.

To a limited extent, the company licenses its trademarks to other companies for use in prepared processed food products, for example, baby food, fruit juices and drinks, and baked goods containing processed bananas. One of Chiquita’s business strategies is to leverage the Chiquita brand into new profitable businesses.

Fresh Express and its affiliates have patents covering a number of proprietary technologies, including atmospheres used in packaging salads to preserve freshness and methods of harvesting and maintaining produce products. These patents expire at various times from 2008 through 2023, including renewals. No material or significant patents expire before 2010; in the food preparation field, new technology may be developed before existing patents and proprietary rights expire. Fresh Express also relies heavily on certain proprietary machinery and processes that are used to prepare some of its products.

HEALTH, ENVIRONMENTAL AND SOCIAL RESPONSIBILITY

Chiquita’s worldwide operations and products are subject to inspections by environmental, food safety, health and customs authorities and to numerous governmental regulations, including those relating to the use and disposal of agrichemicals, the documentation of food shipments and the traceability of food products. The company believes it is substantially in compliance with applicable regulations.

Beginning in the early 1990s, the company invested significant capital to improve its production and logistics efficiency and environmental performance related to banana production. Chiquita has undertaken a significant effort to achieve certification under the standards of the Rainforest Alliance, an independent non-governmental organization. This independent certification program for banana producers is aimed at improving and managing environmental impacts and improving conditions for workers. All of Chiquita’s owned banana farms in Latin America have remained certified under this program since 2000. Chiquita also works with its third-party suppliers to achieve compliance with these standards and, approximately four-fifths of the banana farms owned by the company’s third-party suppliers in Latin America have achieved this certification. Certification requires that farms meet pre-defined performance criteria as judged by annual audits conducted by the Sustainable Agriculture Network, a coalition of third-party environmental groups coordinated by the Rainforest Alliance.

Similarly, since 2004, all of the company-owned banana farms in Latin America have achieved certification to the Social Accountability 8000 labor standard, which is based on the core International Labor Organization conventions. Chiquita was the first major agricultural operator to earn this certification in each of these Latin American countries (Costa Rica, Panama, Honduras and Guatemala). Over one-fourth of the company’s independent banana suppliers have achieved this certification.

In addition, as of December 2007, all of the company-owned banana farms have achieved certification to GlobalGAP, an international food safety standard. Approximately two-thirds of the company’s third-party banana suppliers have also been certified to GlobalGAP.

The company believes that Fresh Express also maintains extremely high standards in the area of food safety. Its safety specifications apply to both growers from which it purchases lettuce and other salad greens and its own processing operations. The Fresh Express standards are more stringent than existing industry food safety standards, which have been strengthened in recent years.

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The Fresh Express food safety practices include (i) monitoring the proximity of fields where purchased lettuce and leafy greens are grown to livestock feedlots and pastures, (ii) practices that limit exposure of growing crops to contamination from water, soil, or the environment and (iii) enforcing prompt cooling after harvest and shipping at carefully controlled temperatures known to minimize microbiological growth.

EMPLOYEES

As of December 31, 2007, the company had approximately 24,000 employees, approximately 18,000 of whom work in Latin America. Approximately 12,000 of the employees working in Latin America are covered by labor contracts. Many of the Latin American labor contracts, covering approximately 10,000 employees are currently being negotiated and/or expire in 2008. Approximately 1,800 of the company’s Fresh Express employees in the U.S. are covered by labor contracts and half of the Fresh Express labor contracts, covering approximately 500 employees, are currently being negotiated and/or expire in 2008.

INTERNATIONAL OPERATIONS

The company has international operations in countries throughout the world, including in Central America, Europe, China, the Philippines and parts of Africa. These activities are subject to risks inherent in operating in those 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. Chiquita’s operations in some Central American countries are dependent upon leases and other agreements with the governments of these countries. Chiquita leases the land for its Bocas division, on the Caribbean coast of Panama, from the Republic of Panama. The initial 20-year lease term expires at the end of 2017 and has two consecutive 12-year extension periods. The lease can be cancelled by Chiquita at any time on three years’ prior notice; the Republic of Panama has the right not to renew the lease at the end of the initial term or any extension period, provided that it gives four years’ prior notice.

In some parts of Europe, in accordance with local practice, Chiquita obtains credit insurance against the risk of receivable losses from customer financial problems. Particularly in the area of fresh produce, when it is impractical to seek recovery of the goods that were sold, credit insurance is considered a valuable tool. By contrast, in the United States, the Perishable Agricultural Commodities Act affords producers or sellers of fresh agricultural produce, such as the company, special rights in seeking to collect payment from customers, including those that are insolvent or bankrupt.

Chiquita’s operations involve transactions in a variety of currencies. Sale transactions denominated in foreign currencies primarily involve the euro, and costs denominated in foreign currencies primarily involve several Latin American currencies and the euro. Accordingly, Chiquita’s operating results may be significantly affected by fluctuations in currency exchange rates. This is particularly true for the company’s Banana segment operations in Europe. In the Other Produce segment, many of the non-U.S. dollar sales are of produce items which are purchased in the same currencies. Currency fluctuations affect Chiquita’s operations because its financial results are reported in U.S. dollars and the U.S. dollar equivalent of Chiquita’s non-U.S. dollar revenues and costs depend on applicable exchange rates at the time the revenues are recognized or the costs are incurred. This is especially true with respect to the euro-

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U.S. dollar exchange rate. Chiquita’s policy is to exchange local currencies for dollars promptly upon receipt, thus reducing exchange risk. Chiquita also engages in various hedging activities to mitigate the effect of foreign exchange volatility on its financial results.

The company also enters into hedge contracts for the bunker fuel for its shipping operations, which permits it to lock in fuel purchase prices for up to three years and thereby minimize the volatility that changes in fuel prices could have on the company’s operating results. Approximately 65% of the company’s expected core fuel needs in ocean shipping through January 2010 are hedged with bunker fuel swaps.

For information with respect to currency exchange, see Notes 1 and 10 to the Consolidated Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Exhibit 13.

For more information on certain risks of international operations, see “Item 1A - Risk Factors.”

ADDITIONAL INFORMATION

Through its website www.chiquita.com, Chiquita makes available, free of charge, its reports on Forms 10-K, 10-Q and 8-K, and amendments to those reports, as soon as reasonably practicable after they are filed with the SEC. To access these documents on the website, click on “Investors” and “SEC Filings.” The company’s corporate governance policies, board committee charters and Code of Conduct are also available on the website, free of charge, by clicking on “Investors” and “Governance.” A copy of any of these documents will be provided to any shareholder upon request to the Corporate Secretary, Chiquita Brands International, Inc., 250 East Fifth St., Cincinnati, Ohio, 45202 or by calling (513) 784-8100. The documents available on Chiquita’s website are not incorporated by reference into this report.

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ITEM 1A - RISK FACTORS

In evaluating and understanding us and our business, you should carefully consider (1) all of the information set forth in this 10-K report, including the consolidated financial statements and notes thereto and management’s discussion and analysis included in Exhibit 13, (2) information in our other filings with the SEC, including any future reports on Forms 10-Q and 8-K and (3) the risks described below. These are not the only risks we face. Additional risks not presently known or which we currently deem immaterial may also impact our business operations, and even the risks identified below may adversely affect our business in ways we do not currently anticipate. Our business, financial condition or results of operations could be materially adversely affected by any of these risks.

Increases in commodity or raw product costs, such as fuel, paper, plastics and resins, could adversely affect our operating results.

A significant portion of the fresh produce that we market is purchased from independent producers and importers around the globe under arrangements ranging from formal long-term purchase contracts to informal market trading with unrelated suppliers. In 2007, approximately two-thirds of the bananas and all of the lettuce and other produce sourced by us were purchased from independent growers. Many factors may affect the cost and supply of fresh produce, including external conditions, commodity market fluctuations, currency fluctuations, changes in governmental regulations, agricultural programs, severe and prolonged weather conditions and natural disasters. Increased costs for purchased fruit and vegetables have negatively impacted our operating results in the past, and there can be no assurance that they will not adversely affect our operating results in the future.

The price of bunker fuel used in shipping operations, including fuel used in chartered ships, is an important variable component of transportation costs. Our fuel costs have increased substantially since 2003, and there can be no assurance that there will not be further increases in the future. In addition, fuel and transportation cost is a significant component of much of the produce that we purchase from growers or distributors, and there can be no assurance that we will be able to pass on to our customers the increased costs incurred in these respects.

The cost of paper is also significant because bananas and some other produce items are packed in cardboard boxes for shipment. If the price of paper increases, or the price of the fresh produce that we purchase increases due to paper cost increases, and we are not able to effectively pass these price increases along to our customers, then our operating income would decrease.

We expect significant year-on-year increases in industry and other costs in 2008.

Increased tariff costs and competition in the European banana market resulting from changes in the EU banana import regime implemented in 2006 has adversely affected our European business and our operating results, and will continue to do so.

In January 2006, the European Commission (“EC”), the governing body of the EU, implemented a new regime relating to the importation of bananas into the EU. It eliminated the quota and licensing arrangement that previously applied to the import of Latin American bananas and imposed a significantly higher tariff (€176/metric ton compared to €75/metric ton under the prior regime) on Latin American bananas. At the same time, it maintained a tariff preference for bananas from African, Caribbean and Pacific (“ACP”) sources (which in many cases are former EU colonies), by exempting the first 775,000 metric tons of ACP bananas from any tariffs. As of January 1, 2008, that tariff exemption applies to all ACP bananas.

For us, the tariff increase alone resulted in approximately $115 million of higher tariff costs in 2006 and 2007 compared to 2005, partially offset by approximately $40 million in savings resulting from the elimination of the need to purchase banana import licenses. Without quotas, increased volumes of bananas have been sold into the EU causing banana prices to decrease. 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.

To date, neither we nor the industry has been able to fully pass on tariff cost increases to customers or consumers. Although Europe is our most profitable market for bananas, and we continue to obtain a price premium relative to our competition on the Chiquita-branded bananas sold in the EU, there can be no assurance that we will be able to maintain our current level of premium. This market is subject to significant fluctuation in volume and pricing as a result of variations in supply and demand, competitive market dynamics, the weekly nature of pricing that is characteristic of sales to most retailers and wholesalers in this market, and other factors.

Several countries have taken steps to challenge this tariff regime as noncompliant with the EU’s World Trade Organization (“WTO”) obligations not to discriminate against, or raise restrictions on, bananas from Latin America. 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 the complaint from Ecuador and ruled that the EU’s banana importing practices violates 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 EU regime, or that any resulting changes will favorably impact our results.

The overall negative impact of the new tariff regime on us has been and is expected to remain substantial, despite our intent to maintain our price premium in the European market.

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We may not fully realize the anticipated benefits from our restructuring program.

In October 2007, we began implementing a restructuring program designed to improve profitability by consolidating operations and simplifying our overhead structure to improve efficiency, stimulate innovation and enhance focus on customers and consumers. The restructuring program eliminated approximately 170 management positions worldwide (approximately 22% among manager, director and vice president levels, including 31% at the vice president level) 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 beginning in 2008. Although the program is on track to generate these savings, there can be no assurance that the implementation of the restructuring plan will generate all of the anticipated cost savings and other benefits.

In connection with implementing the restructuring, we have made significant changes to our management structure and many employees have assumed new or expanded roles. In addition, certain employees have voluntarily left the company. In light of the restructuring or in connection with any future business changes, key employees may need to gain experience in their new roles, may be distracted in carrying out their usual roles, and may decide to leave. There can be no assurance that the changes in management structure, both those resulting from the restructuring and those which were unanticipated, will yield a more effective or competitively advantageous operation.

Adverse weather conditions, natural disasters, crop disease, pests and other natural conditions can impose significant costs and losses on our business.

The production of fresh produce is vulnerable to adverse weather conditions, which commonly occur but are difficult to predict. Our results of operations have been significantly impacted by a variety of weather-related events in the past. Lettuce, bananas and other produce can be affected by drought, temperature extremes, hurricanes, windstorms and floods; floods in particular may affect bananas, which are typically grown in tropical lowland areas. Fresh produce is also vulnerable to crop disease and to pests, which may vary in severity and effect, depending on the stage of agricultural production at the time of infection or infestation, the type of treatment applied and climatic conditions. In the past, crop diseases have caused certain produce industries to replant entire areas and to change plant varieties, all at considerable costs in both capital investment and temporary lack of available supply.

Unfavorable growing conditions caused by these factors can reduce both crop size and crop quality. In extreme cases, entire harvests may be lost. These factors may result in lower sales volume and, in the case of farms we own or manage, increased costs due to expenditures for additional agricultural techniques or agrichemicals, the repair of infrastructure, and replanting to replace damaged or destroyed crops. If banana plantings are destroyed, approximately nine months are required from replanting to first harvest. In the event lettuce crops are damaged, the next harvest on the same acreage would be delayed at least 90 days. Incremental costs may also be incurred if we need to find alternate short-term supplies of bananas, lettuce or other produce from other growers; such alternative supplies may not be available, or may not be available in sufficient quantities or on favorable economic terms and we may be required to bear additional transportation costs to meet our obligations to customers.

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Competitors may be affected differently by these factors. For example, hurricanes and tropical storms may impact industry participants differently based on the location of their production. If adverse conditions are widespread in the industry, they may restrict supplies and lead to an increase in spot market prices for the produce. This increase in spot market prices, however, may not impact customers that have fixed contract prices. Our geographic diversity in banana production and sourcing locations increases the risk that we could be exposed to weather or crop-related events that may impact our operations at any given time, but lessens the risk that any single event would have a material adverse effect on our operations. Although we maintain insurance to cover certain weather-related losses and we attempt to pass on some of the incremental costs to customers through contract price increases or temporary price surcharges, there is no assurance that we will be able to do so in the future.

We operate in a highly competitive environment in which the pricing of our products is substantially dependent on market forces, and we may not be able to pass on all of the increased costs to our customers.

We primarily sell to retailers and wholesalers. In North America, these customers generally seek annual or multi-year contracts with suppliers that can provide a wide range of fresh produce. Continuing industry consolidation and other factors have increased the buying leverage of the major grocery retailers, both in the United States and in Europe. Average prices paid by our retail customers for bananas in North America declined by approximately 1.5% per year in the decade ending 2004, when we began to achieve higher year-on-year prices, through negotiated contract price increases and/or surcharges to cover higher fuel and other industry costs. Although we have been able to achieve higher pricing in our fixed price contracts (which are primarily in North America) in recent years, industry costs have continued to rise substantially, and we have not consistently been able, and may be unable in the future, to pass on cost increases to our customers. Bidding for contracts or arrangements with retailers, particularly large chain stores and other large customers, is highly competitive. Due to this competitive pressure, our responses to requests for proposals may not be sufficient to retain existing business or to obtain new business. Our competitors may elect to bid for contracts at prices that cover their direct, variable cost of goods sold but that do not fully offset the entirety of their fixed costs, in order to avoid larger losses that may result from inefficient use of infrastructure assets or the inability to sell produce.

Most of our fixed priced contracts are in the United States. Fixed price contracts can be disadvantageous because we may not be able to pass on unexpected cost increases when they arise and we may not be able to take advantage of short-term, market-driven price increases that may occur due to short supply or other factors. Where we do not have fixed price contracts, the selling price received for each type of produce depends on several factors, including the availability and quality of the produce item in the market and the availability and quality of competing types of produce. In Europe, bananas are sold on the basis of weekly price quotes which fluctuate significantly due to supply conditions, seasonal trends, competitive dynamics and other factors. Excess industry supply of any produce item is unpredictable and may result in increased price competition. Produce items which are ready to be, or have been, harvested must typically be brought to market promptly in order to maximize recovery.

In the Salads and Healthy Snacks segment, approximately 30% of revenues in 2007 and 2006, respectively, were derived from quick-service restaurants and other foodservice customers, which are characterized by a high volume of sales and profit margins that are lower than for retail customers. The value-added salad industry also may be sensitive to national and regional economic conditions, and the demand for our products has been adversely affected from time to time by economic downturns.

From time to time, our large retail customers may impose upon their suppliers, including us, new or revised requirements which could increase our costs.

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These business demands may relate to food safety, inventory practices, logistics or other aspects of the customer-supplier relationship. However, if we fail to meet customer demands, we could lose customers, which could also have a material adverse effect on our results of operations.

Our high level of indebtedness and the financial covenants in our debt agreements could adversely affect our ability to execute our growth strategy or to react to changes in our business, and we may be limited in our ability to use debt to fund future capital needs.

As of December 31, 2007, our indebtedness was approximately $814 million (including approximately $339 million of subsidiary debt) and as of the date of this filing, our indebtedness was approximately $865 million (including approximately $190 million of subsidiary debt). Our high level of indebtedness limits our ability to borrow additional funds and requires us to dedicate a substantial portion of our cash flow from operations to service debt, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate expenditures. This, in turn:

• increases our vulnerability to adverse general economic or industry conditions;

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• limits our flexibility in planning for, or reacting to, changes in our business or our industry;

• limits our ability to make strategic acquisitions and investments, introduce new products or services, or exploit business opportunities; and

• places us at a competitive disadvantage relative to competitors that have less debt or greater financial resources.

Moreover, most of our indebtedness is issued under debt agreements that require continuing compliance with financial maintenance and other covenants. Our ability to comply with these provisions may be affected by general economic conditions, political decisions, industry conditions and other events beyond our control. In June and November 2006, we obtained covenant relief from our lenders. The amendments provided further flexibility under the financial covenants, but increased the cost of our borrowings. In March 2007, we obtained further prospective covenant relief with respect to the $25 million fine contained in the plea agreement with the U.S. Department of Justice and other related costs.

We are currently in compliance with the amended covenants under the CBL facility and we expect to remain in compliance with the existing CBL credit facility. As described in Note 11 to the Consolidated Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Exhibit 13, we have entered into a firm commitment letter dated February 4, 2008 with Rabobank to refinance the existing senior secured revolving credit facility and the remaining portion of the Term Loan C with a new secured credit facility that contains more flexible financial maintenance covenants. In the event that (i) we are unable to complete the refinancing (or a comparable refinancing) and our business performance deteriorates compared to current expectations, or (ii) even if we complete the refinancing, our financial performance deteriorates significantly below current expectations, we could default under the applicable financial covenants.

If there were an event of default under one of our debt instruments and we were unable to obtain a waiver or amendment, or if we had a change of control, the holders of the affected debt could cause all amounts outstanding with respect to that debt to be due and payable immediately. Our assets or cash flow may not be sufficient to fully repay borrowings under our outstanding debt instruments if accelerated upon an event of default, and there is no guarantee that we would be able to repay, refinance or restructure the payments on those debt securities.

Future acquisitions, strategic alliances and investments and other innovations may be costly and not achieve their intended goals, and they could distract our management, increase our expenses and adversely affect our business.

Our ability to execute successfully through innovation, new products, acquisitions and geographic expansion will determine the extent to which we are able to grow existing sales and volume profitably. If we are unsuccessful in these efforts, it may adversely affect our financial condition, results of operations and ability to grow our business or otherwise achieve our financial or strategic objectives. The following risks, in particular, may be applicable:

Risks relating to acquisitions and investments

• Suitable acquisitions or investments may not be found or completed on terms that are satisfactory to us;

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• We may be unable to successfully integrate an acquired company’s personnel, assets, management systems and technology; and

• The benefits expected to be derived from an acquisition may not materialize and could be affected by numerous factors, such as regulatory developments, industry events, general economic conditions, increased competition and the loss of existing key personnel or customers.

Risks relating to innovation

In the area of innovation, we must be able to develop new products and enhance existing products that appeal to consumers and customers. This depends, in part, on the technological and creative skills of our personnel and on our ability to protect our intellectual property rights in both proprietary technology and our brands. We may not be successful in the development, introduction, marketing and sourcing of any new products, and we may not be able to develop and introduce in a timely manner innovations to our existing products that satisfy customer needs, achieve market acceptance or generate satisfactory financial returns.

Risks relating to joint ventures and strategic alliances

We currently operate parts of our business, and most notably our banana production and sales operations for markets in Japan and parts of the Middle East, through joint ventures with other companies, and we may enter into additional joint ventures and strategic alliances in the future. Joint venture investments may involve risks not otherwise present for investments made solely by us. For example, we may not control the joint ventures; joint venture partners may not agree to distributions that we believe are appropriate; joint venture partners may not observe their commitments; joint venture partners may have different interests than us and may take actions contrary to our interests; and it may be difficult for us to exit a joint venture if an impasse arises or if we desire to sell our interest.

Our international operations subject us to numerous risks, including U.S. and foreign governmental investigations and claims.

We have international operations in countries throughout the world, including in Central America, Europe, China, the Philippines and parts of Africa. These activities are subject to risks inherent in operating in those 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 us. Under certain circumstances, we (i) might need to curtail, cease or alter our activities in a particular region or country, (ii) might not be able to establish or expand operations in certain countries, and (iii) might be subject to fines or other penalties. Our ability to deal with these issues may be affected by applicable U.S. or other applicable law. See “Item 3 – Legal Proceedings” for a description of, among other things, (i) a $25 million financial sanction contained in a plea agreement between us and the U.S. Department of Justice relating to payments made by our former banana-producing subsidiary in Colombia to a paramilitary group in that country which had been designated under U.S. law as a foreign terrorist organization, (ii) additional litigation and investigations relating to the Columbian payments, (iii) an investigation by EU competition authorities relating to prior information sharing in Europe and (iv) customs proceedings in Italy.

Regardless of the outcomes, we will incur legal and other fees to defend ourselves in all of these proceedings, which in aggregate may have a significant impact on our consolidated financial statements.

We have a substantial amount of goodwill and other intangible assets on our balance sheet; a substantial impairment of our goodwill or other intangible assets may adversely affect our operating results.

As of December 31, 2007, we had approximately $1.1 billion of intangible assets such as goodwill and trademarks on our balance sheet, the value of which depend on a variety of factors, including the

21

success of our business and earnings growth. This represents over 40% of the total assets on our Consolidated Balance Sheet. Of that, $549 million, or 20% of total assets at December 31, 2007, was goodwill, which represents the excess of the total purchase price of our acquisitions over the fair value of the net assets acquired. Almost all of our goodwill is associated with the Fresh Express acquisition. Accounting standards require us to review goodwill at least annually for impairment. There can be no assurance that future reviews of our goodwill will not result in impairment charges. Although it would not affect cash flow, an impairment charge would have the effect of decreasing our earnings and shareholders’ equity.

Our operations and products are regulated in the areas of food safety and protection of human health and the environment.

Our worldwide operations and products are subject to inspections by environmental, food safety, health and customs authorities and to numerous governmental regulations, including those relating to the use and disposal of agrichemicals, the documentation of food shipments and the traceability of food products. As these regulations continue to be revised and new laws enacted, they generally become more stringent and the cost to comply with them increases. We believe we are substantially in compliance with applicable regulations. However, actions by regulators in the past have required, and in the future may require, operational modifications or capital improvements at various locations. In addition, if violations occur, regulators can impose fines, penalties and other sanctions. The costs of these modifications, improvements, fines and penalties could be substantial.

We could be adversely affected by actions of regulators or if consumers lose confidence in the safety and quality of certain food products or ingredients, even if our practices and procedures are not implicated. As a result, we may also elect or be required to incur additional costs aimed at increasing consumer confidence in the safety of our products. For example, industry concerns regarding the safety of fresh spinach in the United States adversely impacted our Salads and Healthy Snack operations starting in the third quarter of 2006 and throughout 2007, even though our products were not implicated in these issues.

We are subject to the risk of product liability claims; claims or other events or rumors relating to the “Chiquita” or “Fresh Express” brands could significantly impact our business.

The sale of food products for human consumption involves the risk of injury to consumers. While we believe we have implemented practices and procedures in our operations to promote high-quality and safe food products, we cannot be sure that consumption of our products will not cause a health-related illness or injury in the future or that we will not be subject to claims or lawsuits relating to such matters. In addition to bananas and value-added salads, our healthy snacking and bottled juice products and our fresh juice bars subject us to risks relating to food safety and product liability.

Although we maintain product liability insurance in an amount which we believe to be adequate, claims or liabilities of this nature might not be covered by our insurance or by any rights of indemnity or contribution that we may have against others or they might exceed the amount of our insurance coverage. In addition, large retail customers often require us to indemnify them for claims made by consumers who have purchased our products, regardless of whether the claim arises from our handling of the product.

Consumer and institutional recognition of the “Chiquita” and “Fresh Express” trademarks and related brands and the association of these brands with high-quality and safe food products, as well as responsible business practices, are an integral part of our business. The occurrence of any events, rumors or negative publicity regarding the quality and safety of our food products or our business practices, even if baseless, may adversely affect the value of our brand names and the demand for our products.

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Reliance on third-party shipping providers, future increases in charter rates, and an extended interruption in our ability to ship our products could materially affect our operating results.

We ship our bananas and some of our other fresh produce in ships chartered through an alliance formed by Eastwind Maritime Inc. and NYKCool AB, as well as other third parties. We may not continue to achieve the level of service we are seeking through the alliance, which was formed in 2007 when we sold our shipping fleet. There can be no assurance that the alliance will partner creatively with us in the future as our business and logistics needs evolve. Although most of our shipping needs are provided under long-term charters with negotiated fixed rates, ship charter rates have been increasing in recent years and may increase further in the future. When we ship on a short-term basis we must pay market charter rates for those ships.

From time to time, we have experienced interruptions in our shipping, for reasons such as mechanical breakdown or damage to a ship, strikes at ports, port damage and weather-related disruptions. Terrorist activities could also lead to damage to ports, ships or shipping routes. While we believe we are adequately insured and would attempt to transport our products by alternative means if we were to experience an interruption, an extended interruption in our ability to ship and distribute our products could have a material adverse effect on us.

Labor issues can increase our costs or disrupt our operations; pressure to increase union representation could adversely affect our operations and changes in immigration laws could impact the availability of produce purchased from third-party suppliers.

Most of our employees working in Central America are covered by labor contracts. Many of these labor contracts, covering approximately 10,000 employees, are currently being negotiated and/or expire in 2008. Three of the Latin American labor contracts that are currently being negotiated have expired but under applicable local laws, employees are required to continue working under the terms of the expired contract. Approximately half of our Fresh Express employees, all of whom work in the United States, are covered by labor contracts, and three of the Fresh Express labor contracts, covering approximately one-fourth of the unionized Fresh Express employees, are currently being negotiated and/or expire in 2008. There can be no assurance that we will be able to successfully renegotiate these contracts on commercially reasonable terms.

We are exposed to the risks of strikes or other labor-related actions in both our owned operations and those of independent growers or service providers supplying us. Such strikes or other labor-related actions sometimes occur upon expiration of labor contracts or during the term of the contracts for other reasons. Labor stoppages and strikes have in the past and may in the future result in increased costs and, in the case of agricultural workers, decreased crop quality. When prolonged strikes or other labor actions occur in agricultural production, growing crops may be significantly damaged or rendered un-harvestable as a result of the disruption of irrigation, disease and pest control and other agricultural practices. In addition, our non-union workforce, particularly at Fresh Express in the United States, has been subject to union organization efforts from time to time, and we could be subject to future unionization efforts. While we respect freedom of association, increased unionization of our workforce could increase our operating costs or constrain our operating flexibility.

Our Fresh Express subsidiary purchases lettuce and other salad ingredients from many third parties that grow these products in the United States. The personnel engaged for harvesting operations typically include significant numbers of immigrants. The availability and number of these workers is subject to decrease if there are changes in U.S. immigration laws. The scarcity of available personnel to harvest agricultural products purchased by Fresh Express in the U.S. could increase our costs for those

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products or could lead to product shortages.

Fluctuations in currency exchange rates may adversely impact our financial results.

Our operations involve transactions in a variety of currencies. Sales denominated in foreign currencies primarily involve the euro, and costs denominated in foreign currencies primarily involve several Latin American currencies and the euro. Accordingly, our operating results may be significantly affected by fluctuations in currency exchange rates. Approximately 55% in 2007 and 2006 and 65% in 2005 of our total sales were in Europe. Should the euro weaken against the U.S. dollar, there can be no assurance that we will be able to offset any unfavorable currency movement with an increase to our euro pricing for bananas and other fresh produce. Our inability to do so could have a substantial negative impact on our operating results and cash flow. We enter into contracts to hedge our risks associated with euro exchange rate movements, primarily to reduce the negative earnings and cash flow impact that any significant decline in the value of the euro would have on the conversion of net euro-based cash flow into U.S. dollars. Our total cost of euro hedging is expected to be approximately $13 million in 2008 compared to $19 million in 2007. Approximately 70% of our estimated 2008 net euro cash flow exposure is hedged at average put option rates of $1.40 per euro.

ITEM 1B - UNRESOLVED STAFF COMMENTS

None.

ITEM 2 - PROPERTIES

As of December 31, 2007, Chiquita owned approximately 40,000 acres and leased approximately 20,000 acres of improved land, principally in Costa Rica, Panama, Honduras and Guatemala, primarily for the cultivation of bananas and support activities. The company also owns warehouses, power plants, packing stations, irrigation systems and port loading and unloading facilities used in connection with its banana operations.

In June 2007, Chiquita sold its eight conventional refrigerated ships and four refrigerated container ships. The ships are being chartered back on a long-term basis from an alliance formed by Eastwind Maritime Inc. and NYKCool AB. The parties also entered a long-term strategic agreement in which the alliance will serve as Chiquita’s preferred supplier in ocean shipping to and from Europe and North America.

In the company’s Salads and Healthy Snacks segment, the company has seven processing/distribution plants and two distribution centers located in California, Georgia, Illinois, Pennsylvania and Texas; however, as part of the October 2007 restructuring, the company announced that it would be closing one distribution center and one production plant to optimize network efficiency.

Chiquita leases the space for its headquarters in Cincinnati, Ohio. The company’s subsidiaries also own and lease warehouses, ripening facilities, distribution facilities, office space and other properties in connection with their operations, principally in Europe and the United States.

CBL owns directly or indirectly substantially all the business operations and assets of the company; it owns directly substantially all of the company’s trademarks. Substantially all U.S. assets of CBL and its subsidiaries are pledged to secure CBL’s credit facility. The credit facility is also secured by liens on CBL’s trademarks, a

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guarantee by CBII secured by a pledge of CBL’s equity, and pledges of stock of and guarantees by various CBL subsidiaries worldwide. See Note 11 to the Consolidated Financial Statements in Exhibit 13 for a more complete description of the CBL credit facility.

Chiquita believes its property and equipment are generally well maintained, in good operating condition and adequate for its present needs. The company typically insures its assets against standard risks with third-party insurers, with the exception of banana cultivations. The company self-insures its banana cultivations because of the high cost of third-party insurance and the risk reduction achieved through its geographic diversity of banana sources.

For further information with respect to the company’s physical properties, see the descriptions under “Item 1—Business” above, and Notes 7 and 8 to the Consolidated Financial Statements in Exhibit 13.

ITEM 3 - LEGAL PROCEEDINGS

Colombia-related matters. 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. The company agreed to pay a fine of $25 million, payable in five equal annual installments with interest. In September 2007, the United States District Court for the District of Columbia approved the plea agreement, and the company paid the first $5 million annual installment. Prior to the hearing, the DOJ had announced that it would not pursue charges against any current or former Chiquita executives. Pursuant to customary provisions in the plea agreement, the Court placed Chiquita on corporate probation for five years, during which time Chiquita must not violate the law and must implement and/or maintain certain business processes and compliance programs; violation of these requirements could result in setting aside the principal terms of the plea agreement, including the amount of the fine imposed. The company recorded a charge of $25 million in its financial statements for the quarter and year ended December 31, 2006. At December 31, 2007, $5 million of the remaining liability is included in “Accrued liabilities” and $15 million is included in “Other liabilities” in the Consolidated Balance Sheet included in Exhibit 13. During 2007, the company incurred additional legal fees of approximately $7 million in connection with this matter.

Tort lawsuits. Between June and November 2007, four lawsuits were filed against the company in U.S. federal courts, one each in the District of Columbia, the Southern District of Florida, and the District of New Jersey and the Southern District of New York, asserting civil tort claims under various laws, including the Alien Tort Statute, 28 U.S.C. § 1350, the Tort Victim Protection Act, 28 U.S.C. § 1350 note, and state laws. The plaintiffs in all four lawsuits, either individually or as members of a putative class, claim to be family members or legal heirs of individuals allegedly killed or injured by armed groups that received payments from the company’s former Colombian subsidiary. The plaintiffs claim that, as a result of such payments, the company should be held legally responsible for the deaths of plaintiffs’ family members. At present, claims are asserted on behalf of approximately 600 alleged victims in the four suits. The District of Columbia, Florida and New Jersey suits seek unspecified compensatory and punitive damages, as well as attorneys’ fees and costs; the New Jersey suit also requests treble damages and disgorgement of profits, although it does not explain the basis of such demands. The New York suit contains a specific demand of $10 million in compensatory damages and $10 million in punitive damages for each of the 394 alleged victims in that suit. The company believes the plaintiffs’ claims are without merit and is defending itself vigorously against the lawsuits.

Derivative lawsuits. Between October and December 2007, five shareholder derivative lawsuits were filed against certain of the company’s current and former officers and directors. Three of the cases are in federal courts, one each in the Southern District of Ohio, the District of Columbia and the District of New Jersey. Two of the cases are in state courts, one each in New Jersey and Ohio. In December 2007, two additional substantially similar derivative actions were filed in state court in Ohio and federal court in New Jersey. All five complaints allege that the named defendants breached their fiduciary duties to the company and/or wasted corporate assets in connection with the payments that were the subject of the company’s March 2007 plea

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agreement with the DOJ, described above. The complaints seek unspecified damages against the named defendants; two of them also seek the imposition of certain equitable remedies on the company. The New Jersey state court action also asserts claims against the company’s auditor, Ernst & Young, LLP. None of the actions seeks any monetary recovery from the company. The company continues to evaluate the complaints and any action which may be appropriate.

In early January 2008, the claims in the New Jersey state court suit against the company’s current and former officers and directors were dismissed without prejudice. The plaintiff refiled those claims in the U.S. District Court for the District of Columbia. The claims against Ernst & Young are still pending in New Jersey state court. In February 2008, the Ohio state court derivative lawsuit was stayed, pending progress of the federal derivative proceedings. All four of the tort lawsuits, and two of the federal derivative lawsuits, have been centralized in the Southern District of Florida for consolidated or coordinated pretrial proceedings. The remaining two federal derivative lawsuits may also be centralized with the others in Florida.

Colombian investigation. Based on press reports and other sources, the company has learned that the Colombian Attorney General’s Office has commenced an investigation into payments made by companies in the banana and other industries to paramilitary groups in Colombia, and the company understands this to include payments made by the company’s former Colombian subsidiary. The company believes that it has at all times complied with Colombian law.

Italian Customs Cases. In October 2004, the company’s Italian subsidiary, Chiquita Italia, received the first of several notices from various customs authorities in Italy stating that it is potentially liable for additional duties and taxes on the import of bananas by Socoba S.r.l. (“Socoba”) from 1998 to 2000 for sale to Chiquita Italia. The claims aggregate approximately €26.9 million, plus interest currently estimated at approximately €16.7 million. The customs authorities claim that the amounts are due because these bananas were imported with licenses that were subsequently determined to have been forged and that Chiquita Italia should be jointly liable with Socoba because (a) Socoba was controlled by the former general manager of Chiquita Italia and (b) the import transactions benefited Chiquita Italia, which arranged for Socoba to purchase the bananas from another Chiquita subsidiary and, after customs clearance, sell them to Chiquita Italia. Chiquita Italia is contesting these claims through appropriate proceedings, principally on the basis of its good faith belief at the time the import licenses were obtained and used that they were valid. In connection with these claims, there are also criminal proceedings pending in Italy against certain individuals alleged to have been involved. A claim has been filed in one of these proceedings seeking to obtain a civil recovery against Chiquita Italia for damages, should there ultimately be a criminal conviction and a finding of damages. Although Chiquita Italia believes it has strong defenses against this claim, any recovery would not, in any event, significantly increase Chiquita’s potential liability and would be largely offset against any amounts that could be recovered in the civil cases described below.

In October 2006, Chiquita Italia received notice in one proceeding, in a court of first instance in Trento, that the court had determined that it was jointly liable for a claim of €4.7 million plus interest. Chiquita Italia has appealed this finding; the applicable appeal involves a review of the facts and law applicable to the case, and the appellate court can render a decision that disregards or substantially modifies the lower court’s opinion. Chiquita Italia has issued a letter of credit to allow surety bonds to be posted in the amount of approximately €5.3 million, pending appeal; including interest, the amount of the claim was approximately €5.5 million at December 31, 2007. In March 2007, Chiquita Italia received notice in a separate proceeding that the court of first instance in Genoa had determined that it was not liable for a claim of €7.4 million, plus interest.

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Customs authorities have until April 6, 2008 to appeal this case. In August 2007, Chiquita Italia received notice that the court of first instance in Alessandria had determined that it was liable for a claim of less than €0.5 million. Chiquita Italia appealed this finding and, as in the Trento proceeding, the appeal will involve a review of the entire factual record and legal arguments of the case. Chiquita Italia may in the future be required to post surety bonds for up to the full amounts claimed in this and other proceedings.

Personal Injury Cases. During the 1990’s, a substantial number of cases were brought against Chiquita and other defendants in U.S. and foreign courts, alleging sterility and other injuries as a result of exposure to an agricultural chemical known as DBCP. There were approximately 26,000 plaintiffs and the defendants included manufacturers of DBCP as well as three banana-producing companies that had used the chemical. The vast majority of the claims against Chiquita were discontinued voluntarily because the claimants could not establish that they were exposed to DBCP used by Chiquita, given Chiquita’s limited use of the product from 1973-1977. In 1998, Chiquita settled with approximately 4,000 plaintiffs in Panama, the Philippines and Costa Rica for $4.7 million in lieu of lengthy litigation. At the time these cases were settled, the company believed that these settlements covered the great preponderance of workers who could have had claims against the company.

Between October 2004 and May 2005, four lawsuits were filed in Superior Court of California, Los Angeles County against two manufacturers of DBCP, as well as three banana producing companies, including Chiquita, that used DBCP. The approximately 4,800 plaintiffs in these lawsuits claim to have been workers on banana farms in Costa Rica, Panama, Guatemala and Honduras owned or managed by the defendant banana companies and allege sterility and other injuries as a result of exposure to DBCP. These California cases are in the early stages of discovery and do not quantify the alleged damages. In April 2005, a lawsuit was filed against the same defendants, including the company, in civil court in the City of David, Panama on behalf of approximately 400 persons who allegedly suffered a variety of injuries and illnesses, mostly other than sterility, resulting from exposure to DBCP. The Panamanian case alleges a total of $85 million in damages, but no evidence has yet been offered to support the plaintiffs’ alleged exposure to DBCP or the allegations of injury or illness. A purported DBCP class action in Hawaii state court that had identified 11 named claimants against DBCP manufacturers and the three banana producing companies, including Chiquita, and alleged an indeterminate number of other claimants who were agricultural workers in various Central American countries has been pending since the late 1990’s and was not part of the 1998 settlement. That case is still in the pleading stage. There has been no substantive discovery and no substantive evidence of exposure or damages has been presented. None of the suits pending in California, Panama and Hawaii identify how many of the approximately 5,210 total named plaintiffs purport to have claims against Chiquita, as opposed to other banana company and manufacturer defendants, and it is too early in the proceedings to determine whether any of the plaintiffs may have been covered by the 1998 settlement. Although the company has little information with which to evaluate these lawsuits, it believes it has meritorious defenses, including (i) the fact that the company used DBCP commercially only from 1973 to 1977 while it was registered for use by the U.S. Environmental Protection Agency and (ii) to its knowledge, the company never used DBCP commercially in either Guatemala or Honduras. The EPA did not revoke DBCP’s registration for use until 1979.

A number of claimants from the Philippines who were part of the 1998 settlement, represented by new counsel, have challenged in Philippine courts whether the settlement funds were properly distributed to these claimants. The company believes it will be able to establish, to the satisfaction of the Philippine courts, that the settlement funds were paid by Chiquita.

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Over the last 21 years, a number of claims have been filed against the company on behalf of merchant seamen or their personal representatives alleging injury or illness from exposure to asbestos while employed as seamen on company-owned ships at various times from the mid-1940s until the mid-1970s. The claims are based on allegations of negligence and unseaworthiness. In these cases, the company is typically one of many defendants, including manufacturers and suppliers of products containing asbestos, as well as other ship owners. Seven of these cases are pending in state courts in various stages of activity. Over the past ten years, 25 state court cases have been settled and 36 have been resolved without any payment. In addition to the state court cases, there are approximately 5,300 federal court cases that are currently inactive (known as the “MARDOC” cases). The MARDOC cases are managed under the supervision of the U.S. District Court for the Eastern District of Pennsylvania (the “Federal Court”). In 1996, the Federal Court administratively dismissed all then-pending MARDOC cases without prejudice for failure to provide evidence of asbestos-related disease or exposure to asbestos. Under this order, all MARDOC cases subsequently filed against the company have also been administratively dismissed. The MARDOC cases are subject to reinstatement by the Federal Court upon a showing of some evidence of asbestos-related disease, exposure to asbestos and service on the company’s ships. While six MARDOC cases have been reinstated against the company, one of the cases has been dismissed and there has been little activity in the remaining five reinstated cases to date. As a matter of law, punitive damages are not recoverable in seamen’s asbestos cases. Although the company has very little factual information with which to evaluate these maritime asbestos claims, management does not believe, based on information currently available to it and advice of counsel, that these claims will, individually or in the aggregate, have a material adverse effect on the financial statements of the company.

Competition Law Proceedings. In June 2005, the company announced that its management had become aware that certain of its employees had shared pricing and volume information with competitors in Europe over many years in violation of European competition laws and company policies, and may have engaged in other conduct which did not comply with European competition laws or applicable company policies. The company promptly stopped the conduct and notified the European Commission (“EC”) and other regulatory authorities of these matters.

In July 2007, the company received a Statement of Objections from the EC in relation to this matter. In its Statement of Objections, the EC indicated its preliminary conclusion that an infringement of the European competition rules had occurred. The company filed its response to the Statement of Objections with the EC in September 2007. An oral hearing, in which the companies identified in the Statement of Objections had an opportunity to make oral presentations to the EC, occurred on February 4-6, 2008. A final EC decision will be issued subsequent to the oral hearing. The company expects this decision to be issued sometime during the second or third quarter of 2008, but there are no assurances with respect to actual timing. As part of the broad investigations triggered by the company’s voluntary notification, the EC is also investigating certain alleged conduct in Southern Europe in addition to the conduct that is the subject of the Statement of Objections. The company is cooperating fully in that investigation.

Based on the company’s voluntary notification and cooperation with the investigation, the EC notified Chiquita that it would be granted conditional immunity from any fines related to this conduct, subject to customary conditions, including the company’s continuing cooperation with the investigation and a continued determination of its eligibility for immunity. Accordingly, the company does not expect to be subject to any fines by the EC in connection with this matter or the pending additional investigation. However, if at the conclusion of its investigations, which

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could continue through 2008 or later, the EC were to determine, among other things, that the company did not continue to cooperate or was not otherwise eligible for immunity, then the company could be subject to fines, which, if imposed, could be substantial. The company does not believe that the reporting of these matters or the cessation of the conduct has had or should in the future have any material adverse effect on the regulatory or competitive environment in which it operates.

In July through November 2005, eight class action lawsuits were filed in the U.S. District Court for the Southern District of Florida against the company and three of its competitors on behalf of entities that purchased bananas in the United States either directly (6 cases) or indirectly (2 cases) from the defendants from May 1999 to December 2005, which were consolidated into two cases. The complaints alleged that the defendants engaged in a conspiracy to artificially raise or maintain prices and control and restrict output of bananas in the United States. The plaintiffs sought treble damages for violation of Section 1 of the Sherman Antitrust Act. The complaints provided no specific information regarding the allegations. The company entered into a settlement agreement in May 2007 with all named plaintiffs in the direct purchaser action. Pursuant to the settlement, the company paid approximately $3 million into a class escrow fund in June 2007. In June 2007, the company also entered into a settlement agreement with all named plaintiffs in the indirect purchaser action, which required the company to donate fruit products with a retail value of approximately $1 million to charity. The other defendants in both cases entered into similar or identical settlement agreements. The direct and indirect settlements were approved by the District Court in November 2007, with only one indirect purchaser, a federal prisoner, who opted out of the indirect settlement. That individual filed an appeal of the District Court’s approval of the indirect settlement, but the appeal has been dismissed by the 11^th Circuit Court of Appeals, pending a ruling by the District Court on his motion to be given leave to proceed without payment of the normal costs and fees for an appeal. The grounds stated in the appeal relate to the nationwide geographic scope of the release of liability granted by the terms of the settlement, not the substance of the settlement of the claims of liability. The motion is being opposed on procedural grounds, and on the basis that the appeal is frivolous and filed in bad faith.

A number of other legal actions are pending against the company. Based on information currently available to the company and on advice of counsel, management does not believe these other legal actions will, individually or in the aggregate, have a material adverse effect on the financial statements of the company.

Regardless of the outcomes, the company will incur legal and other fees to defend itself in all of these proceedings, which in the aggregate may have a significant impact on the company’s consolidated financial statements.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

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PART II

ITEM 5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

As of February 15, 2008, there were 1,276 common shareholders of record. The company’s common stock is traded on the New York Stock Exchange. Information concerning restrictions on the company’s ability to declare and pay dividends on the common stock, the amount of common stock dividends declared, and price information for the common stock is contained in Notes 11, 14 and 18, respectively, to the Consolidated Financial Statements included in Exhibit 13. This information is incorporated herein by reference.

ITEM 6 - SELECTED FINANCIAL DATA

This information is included in the table entitled “Selected Financial Data” included in Exhibit 13 and is incorporated herein by reference.

ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This information is included under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Exhibit 13 and is incorporated herein by reference.

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This information is included under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Market Risk Management – Financial Instruments” included in Exhibit 13 and is incorporated herein by reference.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consolidated Financial Statements of Chiquita Brands International, Inc., included in Exhibit 13 and including “Quarterly Financial Data” in Note 18 to the Consolidated Financial Statements, are incorporated herein by reference.

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

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ITEM 9A - CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

Chiquita maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its periodic filings with the SEC is (a) accumulated and communicated to the company’s management in a timely manner and (b) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. As of December 31, 2007, an evaluation was carried out by Chiquita’s management, with the participation of the company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Based upon that evaluation, the company’s Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of that date.

Management’s report on internal control over financial reporting

The company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The company’s management assessed the effectiveness of the company’s internal control over financial reporting as of December 31, 2007. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework. As a result of this 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. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Changes in internal control over financial reporting

During the quarter ended December 31, 2007, there were no changes in the company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, Chiquita’s internal control over financial reporting.

ITEM 9B - OTHER INFORMATION

None.

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PART III

ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Except for the information relating to the company’s executive officers below, which is as of February 26, 2008, the information required by this Item 10 is incorporated herein by reference from the applicable information set forth in “Election of Directors,” “Information About the Board of Directors and Its Committees” and “Security Ownership of Directors and Executive Officers – Section 16(a) Beneficial Ownership Reporting Compliance” which will be included in Chiquita’s definitive Proxy Statement to be filed with the SEC in connection with the 2008 Annual Meeting of Shareholders, and “Item 1 – Business – Additional Information.”

Executive Officers of the Registrant

Fernando Aguirre (age 50) has been Chiquita’s President and Chief Executive Officer and a director since January 2004 and Chairman since May 2004. From July 2002 to January 2004 he served as President, Special Projects for The Procter & Gamble Company (“P&G”), a manufacturer and distributor of consumer products, and from July 2000 to June 2002 he was President of the Global Feminine Care business unit of P&G. From July 1999 to June 2000 he was Vice President of P&G’s Global Snacks and U.S. Food Products business units. Prior to that, Mr. Aguirre had served P&G in various capacities since 1980. Mr. Aguirre is also a director of Coca-Cola Enterprises Inc.

Kevin R. Holland (age 46) has been Senior Vice President and Chief People Officer since October 2007. From October 2005 to October 2007 Mr. Holland served as the company’s Senior Vice President, Human Resources. Prior to joining Chiquita, he served as Chief People Officer of Coors Brewing Company, the primary U.S. operating subsidiary of Molson Coors Brewing Co., from February 2003 to June 2005.

Brian W. Kocher (age 38) has been President, North America since October 2007. Mr. Kocher served as Chief Accounting Officer from April 2005 to February 2008, as Vice President and Controller from April 2005 to October 2007, and as Vice President, Finance from February to April 2005. Prior to joining Chiquita, Mr. Kocher worked from June 2002 to February 2005 at Hill-Rom, Inc., a provider of medical equipment and integrated caregiver solutions and a subsidiary of Hillenbrand Industries, Inc., where he held a variety of positions, including Vice President of Sales for Services from October 2004 to February 2005, Vice President of National Accounts from April 2003 to October 2004, and Executive Director of Commercial Finance from June 2002 to April 2003.

Michel Loeb (age 53) has been President, Europe and Middle East since October 2007. He was President, Chiquita Fresh Group -Europe from January 2004 to October 2007. From 1999 to December 2003 he served as Managing Director-Marketing Europe, Africa and Near East for S.C. Johnson & Son, Inc. (“S.C. Johnson”), a manufacturer of consumer products. Mr. Loeb served S.C. Johnson in various sales, marketing and management capacities from 1988 to 1999.

Manuel Rodriguez (age 58) has been Senior Vice President, Government and International Affairs and Corporate Responsibility Officer since March 2005. He was Senior Vice President, Government and International Affairs from August 2004 to March 2005 and Vice President, Government Affairs and Associate General Counsel from January 2003 to August 2004. He has served the company in various legal, government affairs and labor relations capacities since 1980.

32

James E. Thompson (age 47) has been Senior Vice President, General Counsel and Secretary since March 2007. He was Senior Vice President, General Counsel and Secretary and Chief Compliance Officer from July 2006 to March 2007 and from April 2006 to June 2006 served as the company’s Senior Vice President and Chief Compliance Officer. From December 2002 to April 2006, Mr. Thompson was Group Vice President, General Counsel and Secretary at McLeodUSA, Inc., a telecommunications service provider.

Tanios Viviani (age 46) has been President, Global Innovation and Emerging Markets and Chief Marketing Officer since October 2007. From July 2005 to October 2007 he was President of the company’s Fresh Express Group and from October 2004 to July 2005 he was Vice President, Fresh Cut Fruit. Prior to joining Chiquita, he served as Global Consortium Manager of P&G from August 2003 to October 2004 and from January 2001 to July 2003 was General Manager of P&G’s Juvian Fabric Care Services. Prior to that Mr. Viviani had served P&G in various capacities and locations since 1989.

Jeffrey M. Zalla (age 42) has been Senior Vice President and Chief Financial Officer since June 2005. From April 2005 to June 2005 he served as Vice President, Finance for the Chiquita Fresh Group-North America. He served the company as Vice President, Treasurer and Corporate Responsibility Officer from April 2003 to April 2005 and as Corporate Responsibility Officer and Vice President, Corporate Communications from September 2001 to April 2003. Mr. Zalla has served the company in various positions since 1990.

Waheed Zaman (age 47) has been Senior Vice President, Product Supply Organization since October 2007. He was Senior Vice President, Supply Chain and Procurement from September 2006 to October 2007 and from December 2005 to September 2006 as Senior Vice President, Supply Chain, Procurement and Chief Information Officer. From February 2004 to December 2005 Mr. Zaman served as Vice President and Chief Information Officer of the company. He was Associate Director of P&G’s global business services from May 2001 to February 2004. Prior to that, Mr. Zaman had served P&G in various information technology capacities since 1988.

ITEM 11 - EXECUTIVE COMPENSATION

The information required by this Item 11 is incorporated herein by reference from the applicable information set forth in “Compensation of Executive Officers” and “Compensation of Directors” which will be included in Chiquita’s definitive Proxy Statement to be filed with the SEC in connection with the 2008 Annual Meeting of Shareholders.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item 12 is incorporated herein by reference from the applicable information set forth in “Security Ownership of Chiquita’s Principal Shareholders,” “Security Ownership of Directors and Executive Officers” and “Equity Compensation Plan Information” which will be included in Chiquita’s definitive Proxy Statement to be filed with the SEC in connection with the 2008 Annual Meeting of Shareholders.

33

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item 13 is incorporated herein by reference from the applicable information set forth in “Other Information – Related Person Transactions” and “Information About the Board of Directors and Its Committees” which will be included in Chiquita’s definitive Proxy Statement to be filed with the SEC in connection with the 2008 Annual Meeting of Shareholders.

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item 14 is incorporated herein by reference from the applicable information set forth in “Other Information – Chiquita’s Independent Registered Public Accounting Firm” which will be included in Chiquita’s definitive Proxy Statement to be filed with the SEC in connection with the 2008 Annual Meeting of Shareholders.

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PART IV

ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) 1. Financial Statements. The following consolidated financial statements of the company and accompanying Reports of Independent Registered Public Accounting Firm are included in Exhibit 13:

	Page of Exhibit 13
Report of Independent Registered Public Accounting Firm	26
Report of Independent Registered Public Accounting Firm	27
Consolidated Statements of Income for the years ended 2007, 2006 and 2005	28
Consolidated Balance Sheets at December 31, 2007 and 2006	29
Consolidated Statements of Shareholders’ Equity for the years ended 2007, 2006 and 2005	30
Consolidated Statements of Cash Flow for the years ended 2007, 2006 and 2005	32
Notes to Consolidated Financial Statements	33

2. Financial Statement Schedules. Financial Statement Schedules I - Condensed Financial Information of Registrant and II - Consolidated Allowance for Doubtful Accounts Receivable and Consolidated Change in Tax Valuation Allowance are included on pages 38 through 41 and pages 42 and 43, respectively, of this Annual Report on Form 10-K. All other schedules are not required under the related instructions or are not applicable. The report of the independent registered public accounting firm on these financial statement schedules is included in their consent attached as Exhibit 23.

3. Exhibits. See Index of Exhibits (pages 44 through 49) for a listing of all exhibits to this Annual Report on Form 10-K.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 28, 2008.

CHIQUITA BRANDS INTERNATIONAL, INC.
By	/s/ Fernando Aguirre
	Fernando Aguirre
	Chairman of the Board, President and
	Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated below as of February 28, 2008:

/s/ Fernando Aguirre	Chairman of the Board, President and Chief
Fernando Aguirre	Executive Officer (Principal Executive Officer)
Morten Arntzen*	Director
Morten Arntzen
Howard W. Barker, Jr.*	Director
Howard W. Barker, Jr.
Robert W. Fisher*	Director
Robert W. Fisher
Dr. Clare M. Hasler*	Director
Dr. Clare M. Hasler

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Durk I. Jager*	Director
Durk I. Jager
Jaime Serra*	Director
Jaime Serra
Steven P. Stanbrook*	Director
Steven P. Stanbrook
/s/ Jeffrey M. Zalla	Senior Vice President and Chief Financial
Jeffrey M. Zalla	Officer (Principal Financial Officer)
/s/ Brian W. Kocher	President, North America and Chief Accounting
Brian W. Kocher	Officer (Principal Accounting Officer)

*By	/s/ Brian W. Kocher
	Attorney-in-Fact**

** By authority of powers of attorney filed with this Annual Report on Form 10-K.

37

CHIQUITA BRANDS INTERNATIONAL, INC. – PARENT COMPANY ONLY

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF REGISTRANT

(In thousands)

Condensed Balance Sheets

	December 31,
	2007		2006
ASSETS
Current assets
Cash and equivalents	$	—	$	—
Other current assets		1,636		2,207
Total current assets		1,636		2,207
Investments in and accounts with subsidiaries		1,398,008		1,385,959
Other assets		29,081		24,886
Total assets	$	1,428,725	$	1,413,052
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Long-term debt due within one year	$	—	$	—
Accounts payable and accrued liabilities		20,584		13,879
Total current liabilities		20,584		13,879
Long-term debt		475,000		475,000
Commitments and contingent liabilities		—		25,000
Other liabilities		37,668		23,448
Total liabilities		533,252		537,327
Shareholders’ equity		895,473		875,725
Total liabilities and shareholders' equity	$	1,428,725	$	1,413,052

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 4 to the Condensed Financial Information of Registrant.

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CHIQUITA BRANDS INTERNATIONAL, INC. – PARENT COMPANY ONLY

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF REGISTRANT

(In thousands)

Condensed Statements of Operations

	2007			2006			2005
Net sales	$	—		$	—		$	—
Cost of sales		—			—			—
Selling, general and administrative		(48,186	)		(52,240	)		(46,771	)
Equity in earnings of subsidiaries		46,647			19,785			211,262
Restructuring		(3,770	)		—			—
Charge for contingent liabilities		—			(25,000	)		—
Operating income (loss)		(5,309	)		(57,455	)		164,491
Interest expense		(40,158	)		(40,165	)		(30,259	)
Other income (expense), net		126			—			308
Income (loss) before income taxes		(45,341	)		(97,620	)		134,540
Income taxes		(3,700	)		2,100			(3,100	)
Net income (loss)	$	(49,041	)	$	(95,520	)	$	131,440

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 4 to the Condensed Financial Information of Registrant.

39

CHIQUITA BRANDS INTERNATIONAL, INC. – PARENT COMPANY ONLY

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF REGISTRANT

(In thousands)

Condensed Statements of Cash Flow

	2007			2006			2005
Cash flow from operations	$	(1,832	)	$	11,450		$	(5,947	)
Investing
Long-term investments		—			—			(218,647	)
Cash flow from investing		—			—			(218,647	)
Financing
Issuances of long-term debt		—			—			218,647
Proceeds from exercise of stock options/warrants		1,832			1,159			22,527
Dividends on common stock		—			(12,609	)		(16,580	)
Repurchase of common stock		—			—			—
Cash flow from financing		1,832			(11,450	)		224,594
Change in cash and equivalents		—			—			—
Balance at beginning of period		—			—			—
Balance at end of period	$	—		$	—		$	—

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 4 to the Condensed Financial Information of Registrant.

40

CHIQUITA BRANDS INTERNATIONAL, INC. – PARENT COMPANY ONLY

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF REGISTRANT

Notes to Condensed Financial Information of Registrant

1. All cash is owned and managed by CBL, acting as agent for CBII.

2. For purposes of these condensed financial statements, CBII’s investments in its subsidiaries are accounted for by the equity method.

3. CBII paid a quarterly cash dividend of $0.10 per share on the outstanding shares of common stock in the first three quarters of 2006. In the third quarter of 2006, 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.

4. In September 2006, the Financial Accounting Standards Board issued FASB Staff Position (“FSP”) No. AUG AIR-1, “Accounting for Planned Major Maintenance Activities.” This FSP eliminated the accrue-in-advance method of accounting for planned major maintenance activities, which CBII’s subsidiaries used to account for maintenance of their twelve previously-owned ships. Under this new standard, CBII’s subsidiaries would have deferred expenses incurred for major maintenance activities and amortized them over the five-year maintenance interval. CBII adopted this FSP on January 1, 2007, prior to the June sale of the twelve ships (see Note 3 to the Consolidated Financial Statements included in Exhibit 13). Because this FSP was required to be applied retrospectively, adoption resulted in (i) an insignificant increase to beginning retained earnings as of January 1, 2003 for the cumulative effect of the change in accounting principle, and (ii) insignificant adjustments to the financial statements for each prior period to reflect the period-specific effects of applying the new accounting principle.

5. On February 12, 2008, subsequent to the balance sheet date, CBII issued $200 million of 4.25% convertible senior notes due 2016 (“Convertible Notes”) for approximately $194 million of net proceeds, which were used to repay subsidiary debt. The Convertible Notes will pay interest semiannually at a rate of 4.25% per annum, beginning August 15, 2008. The Convertible Notes are unsecured, unsubordinated obligations of CBII and rank equally with other existing CBII debt and any other unsecured, unsubordinated indebtedness CBII may incur.

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 $22.45 per share of common stock. The conversion rate is subject to adjustment based on certain dilutive events.

Holders of the Convertible Notes may tender their notes for conversion between May 15 and August 14, 2016 without limitation. Prior to May 15, 2016, holders of the Convertible Notes may tender the notes for conversion only under certain circumstances, in accordance with their terms. Upon conversion, the Convertible Notes may be settled in shares, in cash or in any combination thereof at CBII’s option, unless CBII makes an “irrevocable net share settlement election,” in which case any Convertible Notes tendered for conversion will be settled with a cash amount equal to the principal portion together with shares of CBII’s common stock to the extent that the obligation exceeds such principal portion. It is CBII’s intent and policy to settle any conversion of the Convertible Notes as if it had elected to make the net share settlement in the manner set forth above. CBII initially reserved 11.8 million shares to cover conversions of the Convertible Notes.

Beginning February 19, 2014, CBII may call the Convertible Notes for redemption under certain circumstances relating to CBII’s common stock trading price.

41

CHIQUITA BRANDS INTERNATIONAL, INC.

SCHEDULE II – CONSOLIDATED ALLOWANCE FOR DOUBTFUL ACCOUNTS RECEIVABLE

(In thousands)

	2007			2006			2005
Balance at beginning of period	$	13,599		$	12,746		$	12,241
Additions:
Acquisition of Fresh Express		—			—			201
Charged to costs and expenses		1,756			2,221			3,157
		1,756			2,221			3,358
Deductions:
Write-offs		3,128			3,596			1,623
Other, net		(491	)		(2,228	)		1,230
		2,637			1,368			2,853
Balance at end of period	$	12,718		$	13,599		$	12,746

42

CHIQUITA BRANDS INTERNATIONAL, INC.

SCHEDULE II – CONSOLIDATED CHANGE IN TAX VALUATION ALLOWANCE

(In thousands)

	2007		2006		2005
Balance at beginning of period	$	211,909	$	200,325	$	176,676
Additions:
U.S. net deferred tax assets		30,011		21,743		30,187
Prior year U.S. NOL adjustments		1,875		—		—
Foreign net deferred tax assets		—		13,555		18,843
Other, net		—		2,450		—
		31,886		37,748		49,030
Deductions:
Acquisition of Fresh Express		—		—		2,153
Prior year U.S. NOL adjustments		—		167		5,431
Closure of U.S. tax audit		—		13,218		—
Foreign net deferred tax assets		987		—		—
Prior year foreign NOL adjustments		10,163		12,779		17,797
		11,150		26,164		25,381
Balance at end of period	$	232,645	$	211,909	$	200,325

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CHIQUITA BRANDS INTERNATIONAL, INC.

Index of Exhibits

Exhibit Number	Description
*3.1	Third Restated Certificate of Incorporation (Exhibit 1 to Form 8-A filed March 12, 2002)
*3.2	Restated Bylaws, as amended through September 21, 2007. (Exhibit 3.1 to Current Report on Form 8-K filed September 27, 2007)
*4.1	Warrant Agreement dated as of March 19, 2002 between Chiquita Brands International, Inc. and American Security Transfer Company Limited Partnership, as Warrant Agent (Exhibit 4-b to Annual Report on Form 10-K for the year ended December 31, 2002)
*4.2	Acceptance of Appointment as successor Warrant Agent by Wells Fargo Bank, National Association, and Amendment No. 2, dated as of March 27, 2006, between Chiquita Brands International, Inc. and Wells Fargo Bank, National Association, to Warrant Agreement dated as of March 19, 2002 (as previously amended). (Exhibit 4.1 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2006)
*4.3	Amendment No. 3, dated as of September 21, 2007, to Warrant Agreement between Chiquita Brands International, Inc. and Wells Fargo Bank, National Association, dated as of March 19, 2002 (as previously amended). (Exhibit 4.1 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2007)
*4.4	Indenture, dated as of September 28, 2004, between Chiquita Brands International, Inc. and LaSalle Bank National Association, as trustee, relating to $250 million aggregate principal amount of 7 1/2% Senior Notes due 2014. (Exhibit 4.1 to Current Report on Form 8-K filed September 30, 2004)
*4.5	First Supplemental Indenture, dated as of February 4, 2008, between Chiquita Brands International Inc. and LaSalle Bank National Association, as trustee, relating to $250 million aggregate principal amount of 7 1/2% Senior Notes due 2014. (Exhibit 4.1 to Current Report on Form 8-K filed February 12, 2008)
*4.6	Indenture, dated as June 28, 2005, between Chiquita Brands International, Inc. and LaSalle Bank National Association, as trustee, relating to $225 million aggregate principal amount of 8 7/8% Senior Notes due 2015. (Exhibit 4.1 to Current Report on Form 8-K filed July 1, 2005)
*4.7	Indenture, dated as of February 1, 2008, between Chiquita Brands International, Inc. and LaSalle Bank National Association, as trustee, relating to $200 million aggregate principal amount of 4.25% Convertible Senior Notes due 2016. (Form of indenture filed as Exhibit 4.1 to Registration Statement on Form S-3 filed July 1, 2005)
*4.8	First Supplemental Indenture, dated as of February 12, 2008, between Chiquita Brands International Inc. and LaSalle Bank National Association, as trustee, containing the

44

	terms of $200 million aggregate principal amount of 4.25% Convertible Senior Notes due 2016. (Exhibit 4.2 to Current Report on Form 8-K filed February 12, 2008)
*10.1	Stock Purchase Agreement dated June 10, 2004, among Chiquita International Limited, Chiquita Brands L.L.C. and Invesmar Limited, an affiliate of C.I. Banacol S.A. (Exhibit 99.2 to Current Report on Form 8-K filed June 14, 2004)
*10.2	Form of Banana Purchase Indemnity Letter Agreement between Banana International Corporation, an affiliate of C.I. Banacol S.A. and Chiquita International Limited. (Exhibit 99.5 to Current Report on Form 8-K filed June 14, 2004)
*10.3	Amended and Restated Credit Agreement dated as of June 28, 2005, among Chiquita Brands International, Inc., Chiquita Brands L.L.C., certain financial institutions as lenders, and Wachovia Bank, National Association as administrative agent, letter of credit issuer and swing line lender, Wells Fargo Bank, National Association as letter of credit issuer, Morgan Stanley Senior Funding, Inc., as syndication agent and co-lead arranger and Goldman Sachs Credit Partners L.P. as documentation agent. (Exhibit 10.1 to Current Report on Form 8-K filed July 1, 2005)
*10.4	Amendment No. 1 to Amended and Restated Credit Agreement effective November 18, 2005, among Chiquita Brands L.L.C., Chiquita Brands International, Inc., certain financial institutions as lenders and Wachovia Bank, National Association as administrative agent. (Exhibit 10.1 to Current Report on Form 8-K filed November 23, 2005)
*10.5	Amendment No. 2 to Amended and Restated Credit Agreement effective February 10, 2006, among Chiquita Brands L.L.C., Chiquita Brands International, Inc., certain financial institutions as lenders and Wachovia Bank, National Association as administrative agent. (Exhibit 10.11 to Annual Report on Form 10-K for the year ended December 31, 2005)
*10.6	Amendment No. 3 to Amended and Restated Credit Agreement, effective June 7, 2006, among Chiquita Brands L.L.C., Chiquita Brands International, Inc., certain financial institutions as lenders, and Wachovia Bank, National Association, as administrative agent. (Exhibit 10.1 to Current Report on Form 8-K filed June 9, 2006)
*10.7	Amendment No. 4 to Amended and Restated Credit Agreement, effective November 8, 2006, among Chiquita Brands L.L.C., Chiquita Brands International, Inc., certain financial institutions as lenders, and Wachovia Bank, National Association, as administrative agent. (Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2006)
*10.8	Amendment No. 5 to Amended and Restated Credit Agreement, effective March 7, 2007, among Chiquita Brands L.L.C., Chiquita Brands International, Inc., certain financial institutions as lenders, and Wachovia Bank, National Association, as administrative agent. (Exhibit 10.1 to Current Report on Form 8-K filed March 7, 2007)
*10.9	Plea Agreement among Chiquita Brands International, Inc., the United States Attorney’s Office for the District of Columbia and the National Security Division of the Department of Justice, as of March 19, 2007 accepted by the United States District Court for the District of Columbia on September 17, 2007. (Exhibit 10.1 to Current Report on Form 8-

45

	K filed March 20, 2007)
*+10.10	Master Agreement by and among Chiquita Brands International, Inc., Chiquita Brands L.L.C., Great White Fleet Ltd., certain Chiquita Vessel Owners, Eastwind Maritime Inc., NYKLauritzenCool AB, Seven Hills LLC and Eystrasalt LLC dated April 30, 2007. (Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2007)
*+10.11	Form of Memorandum of Agreement for Four Container Ship Sales between various Great White Fleet Subsidiaries and various Ship Owning Entities dated April 30, 2007. (Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2007)
*+10.12	Form of Memorandum of Agreement for Eight Reefer Ship Sales between various Great White Fleet Subsidiaries and various Ship Owning Entities dated April 30, 2007. (Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2007)
*+10.13	Form of Time Charter for Container Vessels between various Ship Owning Entities and Great White Fleet Ltd. dated April 30, 2007. (Exhibit 10.4 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2007)
*+10.14	Form of Refrigerated Vessel Time Charters between Seven Hills LLC and Great White Fleet Ltd. dated April 30, 2007. (Exhibit 10.5 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2007)
*+10.15	Form of Long-Period Charters between NYKLauritzenCool AB and Great White Fleet Ltd. dated April 30, 2007. (Exhibit 10.6 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2007)
+10.16	International Banana Purchase Agreement F.O.B. (Port of Loading) between Chiquita International Limited and Banana International Corporation, an affiliate of C.I. Banacol, S.A., English translation of original document, which is in Spanish.
Executive Compensation Plans and Agreements
*10.17	Chiquita Brands International, Inc. 1997 Amended and Restated Deferred Compensation Plan, conformed to include amendments effective through January 1, 2001. (Exhibit 10-f to Annual Report on Form 10-K for the year ended December 31, 2000)
*10.18	Chiquita Brands International, Inc. Capital Accumulation Plan, conformed to include amendments through January 1, 2004. (Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2004)
*10.19	Guaranty, dated March 12, 2001, by Chiquita Brands, Inc. (n/k/a Chiquita Brands L.L.C.) of obligations of Chiquita Brands International, Inc., under its Deferred Compensation and Capital Accumulation Plans, included as Exhibits 10.17 and 10.18 above. (Exhibit 10-i to Annual Report on Form 10-K for the year ended December 31, 2000)
*10.20	Chiquita Brands International, Inc. Chiquita Stock and Incentive Plan, conformed to

46

	include amendments through November 16, 2006. (Exhibit 10.18 to Annual Report on Form 10-K for the year ended December 31, 2006)
*10.21	Long-Term Incentive Program 2006-2008 Terms (Exhibit 10.1 to Current Report on Form 8-K filed March 31, 2006)
*10.22	Long-Term Incentive Program 2007-2009 Terms (Exhibit 10.20 to Annual Report on Form 10-K for the year ended December 31, 2006)
10.23	Long-Term Incentive Program 2008-2010 Terms
*10.24	Amended and Restated Directors Deferred Compensation Program approved November 17, 2005 (Exhibit 10.2 to Current Report on Form 8-K filed November 23, 2005)
*10.25	Form of Stock Option Agreement with non-management directors of the company (Exhibit 10-p to Annual Report on Form 10-K for the year ended December 31, 2002)
*10.26	Form of Restricted Share Agreement with non-management directors (Exhibit 10-u to Annual Report on Form 10-K for the year ended December 31, 2002)
*10.27	Form of Restricted Share Agreement with newly elected non-management directors (Exhibit 10.1 to Current Report on Form 8-K filed October 14, 2005)
*10.28	Employment Agreement dated and effective January 12, 2004 between Chiquita Brands International, Inc. and Fernando Aguirre, including Form of Restricted Share Agreement for 110,000 shares of Common Stock (time vesting) (Exhibit A), Form of Restricted Share Agreement for 150,000 shares of Common Stock (performance vesting) (Exhibit B) and Form of Non-Qualified Stock Option Agreement with respect to an aggregate of 325,000 shares of Common Stock (Exhibit C) (Exhibit 10.1 to Current Report on Form 8-K filed on January 14, 2004)
*10.29	Letter Agreement, dated April 12, 2007 and effective April 15, 2007, between Chiquita Brands International, Inc. and Fernando Aguirre (Exhibit 10.1 to Current Report on Form 8-K filed April 17, 2007)
*10.30	Form of Stock Option Agreement with all other employees, including executive officers (Exhibit 10-r to Annual Report on Form 10-K for the year ended December 31, 2002)
*10.31	Form of Stock Appreciation Right Agreement with certain non-U.S. employees, which may include executive officers (Exhibit 10-b to Quarterly Report on Form 10-Q for the quarter ended September 30, 2002)
*10.32	Form of Restricted Share Agreement with all other employees, including executive officers, for grants under the Long Term Incentive Program and otherwise under the Stock Option and Incentive Plan [used prior to September 27, 2004] (Exhibit 10-y to Annual Report on Form 10-K for the year ended December 31, 2003)
*10.33	Form of Restricted Share Agreement for use with employees, including executive officers, for grants under the Long Term Incentive Program and otherwise under the Company’s Stock Option and Incentive Plan [used between September 27, 2004 and May 24, 2005] (Exhibit 10.28 to Annual Report on Form 10-K for the year ended

47

	December 31, 2004)
*10.34	Form of Restricted Share Agreement for use with employees, including executive officers, for grants under the Long Term Incentive Program and otherwise under the Company’s Stock Option and Incentive Plan [used between May 24, 2005 and November 22, 2005] (Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2005)
*10.35	Form of Restricted Share Agreement for use with employees, including executive officers, for grants under the Long Term Incentive Program and otherwise under the Company’s Stock Option and Incentive Plan [used after November 22, 2005] (Exhibit 10.3 to a Current Report on Form 8-K filed November 23, 2005)
*10.36	Form of Restricted Stock Award and Agreement for employees, including executive officers, approved on July 6, 2006, applicable to grantees who may attain “Retirement” prior to issuance of the shares. (Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2006)
*10.37	Form of Restricted Stock Award and Agreement for employees, including executive officers, approved on July 6, 2006, applicable to grantees who will not attain “Retirement” prior to issuance of the shares. (Exhibit 10.4 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2006)
*10.38	Form of Change in Control Severance Agreement entered into with executive officers of the company reporting directly to the Chief Executive Officer (Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2005)
*10.39	Form of Change in Control Severance Agreement for executive officers of the company conformed to include amendments (required by final regulations under IRC 409A) through June 30, 2007 (Exhibit 10.7 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2007)
*10.40	Executive Officer Severance Pay Plan, adopted March 27, 2006, conformed to reflect amendments through January 12, 2007 (Exhibit 10.37 to Annual Report on Form 10-K for the year ended December 31, 2006)
10.41	Employment Arrangements with Michel Loeb
13	Chiquita Brands International, Inc. consolidated financial statements, management’s discussion and analysis of financial condition and results of operations, and selected financial data to be included in its 2007 Annual Report to Shareholders
21	Chiquita Brands International, Inc. Subsidiaries
23	Consent of Independent Registered Public Accounting Firm
24	Powers of Attorney

48

31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32	Section 1350 Certifications

* Incorporated by reference.

+ Portions of these exhibits have been omitted pursuant to a request for confidential treatment. The omitted portions have been filed with the Commission.

49

EX-10.16

EXHIBIT 10.16

CONFIDENTIAL TREATMENT

Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. Such Portions are marked “[*]” in this document; they have been filed separately with the Commission.

INTERNATIONAL BANANA PURCHASE AGREEMENT F.O.B ( PORT

OF LOADING) COLOMBIA (URABA AND SANTA MARTA)

(Translation of original, which is in Spanish)

This International Banana Purchase Agreement is entered by CHIQUITA INTERNATIONAL LIMITED, a company incorporated and existing under the laws of Bermuda, British West Indies, domiciled in the city of Hamilton, Bermuda (hereinafter the “BUYER”) and BANANA INTERNATIONAL CORPORATION, a company incorporated and existing according to the laws of the Republic of Panama, domiciled in Panama City (hereinafter the “SELLER”) according to and in connection with the Stock Purchase Agreement signed by Chiquita International Limited/Chiquita Brands, LLC and Invesmar Limited on June 10, 2004 under the following terms and conditions:

1. CLAUSE ONE: DEFINITIONS

1.1. The PLANTATION: Are all the farms described in Annex A hereof whose owners are the entities indicated herein, which hereinafter will be identified as the “PRODUCERS.” Annex A also contains the general description of the PLANTATION, the map corresponding to each of the farms that comprise it, including the corresponding description of the total area, the area dedicated to banana production, dimensions and boundaries. The farms described in Annex A are divided in two lists; List Number One are the farms owned by Agricola El Retiro, S.A. by virtue of the agreement entitled “Stock Purchase Agreement” referenced in the heading hereof; List Number Two includes the other farms that comprise the rest of the PLANTATION.

1.2. The EXPORTER: Comprised by the entities called COMERCIALIZADORA INTERNACIONAL BANACOL S.A., and/or COMERCIALIZADORA INTERNACIONAL, BANADEX S.A, Colombian corporations.

1.3. PRODUCTIVE AREA: is the portion of the PLANTATION that is planted with bananas of the Cavendish (Williams, Valery or Gran Nain) variety, over an approximate area of 10,870 hectares, divided into 2,950 hectares in production in the zone of Santa Marta and 7,920 hectares in production in the area of Urabá.

1.3.1. FRUIT: Are bananas of the Cavendish variety (whether Gran Nain, Williams or Valery) produced in the PRODUCTIVE AREA, that complies with size,

quality and other specifications agreed by the parties and stipulated in Annex B hereof. At the time of purchase, all the FRUIT must be fresh, clean, and free of bruises and have the caliber and age indicated in the respective cutting orders according to the tolerance standards established in Annex B.

1.4. BRANDS: Are the brands, designs and trade names which the BUYER elects to use to distinguish the FRUIT to be exported.

1.5. PORT LOADING: Are any of the port facilities in Turbo and Santa Marta, unless the parties agree on other port facilities, according to the procedures to modify this agreement, which is described in Clause Nine, section nine hereof.

1.6. TECHNICAL REPRESENTATIVE: Is the entity affiliated or subordinated to the BUYER through an exclusive contract by the industry or the persons hired by such entities or directly by the BUYER, principals but without representation, except regarding those matters in which they are expressly authorized to represent the BUYER according to this agreement, whose functions, which in general are linked to quality, are described below. The BUYER can change the TECHNICAL REPRESENTATIVE at any time, after notifying the SELLER in writing.

2. CLAUSE TWO: PURCHASE

2.1. GENERAL CONDITIONS

2.1.1. The FRUIT will be sold by the SELLER to the BUYER, who will acquire it under the F.O.B. clause ( PORT OF LOADING) INCOTERMS 2000, except when the contrary is stipulated hereof, on a weekly basis as established further down, exported and properly stowed onboard the ships chartered and designated by the BUYER.

2.1.1.1. PROPERTY AND RISK: By virtue of this agreement and as indicated hereof, the BUYER will assume the property and the risk for the FRUIT upon being stowed onboard the ships designated by the BUYER at the PORT OF LOADING. Consequently, any losses of FRUIT and any other risks and costs up to the moment of such transfer will be paid by the SELLER. Upon stowing the FRUIT onboard the ship, the BUYER will assume all risks for losses of such FRUIT, whether in transit to the destination markets, during unloading or at any later point of the distribution and sale chain, with no prejudice to what is stipulated further down regarding hidden quality conditions that are impossible to detect during loading.

2.1.1.2. EXPORT REQUIREMENTS:

2.1.1.2.1. The BUYER will be responsible for securing and bearing the cost of chartering the ships, or if applicable, reserving the space needed on board such ships. The BUYER will be responsible for notifying the SELLER in a timely manner, the name, the place and date for the stowing of the ship and for obtaining the bill of lading.

2.1.1.2.2. The SELLER or whoever sells to the SELLER will be the exporter of the FRUIT for all purposes. Consequently, the SELLER guarantees that whoever is the exporter, it will have all necessary permits, licenses and other documentation, as well as pay all national and municipal taxes and dues applicable to export banana production. The SELLER must also obtain or issue at its own expense and deliver to the BUYER all the documents legally necessary, at present or during the term of this agreement that the BUYER may require to take possession and freely dispose of the FRUIT, including, for example, commercial invoices, and certificates of origin or sanitary records. Such documentation must be issued in the languages and formats legally required to allow the BUYER to enter the EXPORTED FRUIT into the destination markets of the BUYER’S choice. With respect to the licenses and export and import certificates derived from the European Union’s regulations, the parties will abide by the Stock Purchase Agreement signed by Chiquita International Limited/Chiquita Brands, LLC and Invesmar Limited.

2.1.2. FRUIT NOT EXPORTED: The BUYER is obligated to order the volumes of FRUIT indicated in point 2.2 below. The BUYER will endeavor to notify the SELLER as soon as possible of any situation that may cause the BUYER not to receive the FRUIT that it has committed to purchase. The BUYER will include in such notification the volumes it will not receive and the week or weeks in which it will restrict the acceptance of the FRUIT it is obligated to purchase according to this agreement. The FRUIT NOT EXPORTED is the property of the SELLER. However, the BUYER is responsible for the payment of a penalty mentioned in section 4.3.5.1. whether it makes the abovementioned notification or not, in the cases when does it not order or it does not receive the FRUIT it is obligated to purchase according to this agreement.

As long as the SELLER opts to receive from the BUYER the penalty payment that is mentioned further down for such FRUIT, the SELLER will only be able to dispose of the FRUIT NOT EXPORTED within the territory of the Republic of Colombia, for which the SELLER will try to mitigate the damages to the BUYER by seeking to sell it within the aforementioned territory. If the FRUIT were packaged and stowed in containers, the BUYER will have the right to order, at its expense, the clearing of the containers. In this case, the SELLER with the purpose of mitigating the damage to the BUYER will endeavor to reduce the cost of disposing of such fruit. If, on the contrary, the SELLER decides not to receive payment for the penalties established hereof, it may freely dispose of the FRUIT NOT EXPORTED. In any case, the SELLER agrees to market or consume the FRUIT NOT EXPORTED without any of the brands that are the property of the BUYER. Any income that the SELLER receives from disposing or selling the FRUIT NOT EXPORTED will be discounted or reimbursed by the SELLER from the penalty due or paid by the BUYER.

2.2. VOLUMES

2.2.1. BASIC VOLUME: The SELLER has the obligation to sell and the right to demand that the BUYER buy; and the BUYER has the obligation to buy and the right to demand that the SELLER sell a basic yearly volume of ten million eight hundred forty nine thousand 18.14-Kg boxes at destination, divided by origin and time of the year in the following manner:

2.2.1.1. FRUIT SHIPPED FROM TURBO: An basic annual volume of [*] boxes distributed in quarters with a minimum of thirteen weeks of effective shipment as so:

2.2.1.1.1. FIRST QUARTER. Between January first and March thirty first of every year this agreement is in force, a volume of [*] boxes, or [*] percent of the basic annual volume.

2.2.1.1.2. SECOND QUARTER. Between April first and June thirty of every year this agreement is in force, a volume of [*] boxes, or [*] percent of the basic annual volume.

2.2.1.1.3. THIRD QUARTER. Between July first and September thirty of every year this agreement is in force, a volume of [*] boxes, or [*] percent of the basic annual volume.

2.2.1.1.4. FOURTH QUARTER. Between October first and December thirty first of every year this agreement is in force, a volume of [*] boxes, or [*] percent of the basic annual volume.

2.2.1.1.5. CONDITIONS APPLICABLE TO THE VOLUMES OF FRUIT SHIPPED FROM TURBO

2.2.1.1.5.1. The total volume in the second quarter will not exceed the volumes of the first quarter, except by agreement of the parties granted according to the rules agreed herein.

2.2.1.1.5.2. If the SELLER meets the volumes corresponding to the first and second quarters of the year, it will have the right to sell and the BUYER will have the obligation to buy the volumes corresponding to the third and fourth quarters. If, on the contrary, the SELLER does not meet the volumes agreed for the first and second quarter, the volumes corresponding to the third and fourth quarters will be proportionally reduced in order to maintain a distribution of the basic annual volume of [*] percent in the first half of the year and [*] percent in the second half of the year.

2.2.1.1.5.3. Adjustment for “SPECIAL FORCE MAJEURE”

2.2.1.1.5.3.1. Definition For the effects of volume adjustment a Special Force Majeure event will be considered to have occurred when the decrease in the volume delivered by the SELLER is greater than 10% of the committed volume in a given quarter, providing such decrease is not due to a deviation of such volume by the SELLER to third-party buyers or for its direct marketing additional to the one hundred and twenty thousand boxes per week by the SELLER.

2.2.1.1.5.3.2. If a Special Force Majeure event occurred during the first quarter, the SELLER will have the right to make up the basic volume shortage from the first quarter by increasing the Basic Volume in the second quarter by the amount of such shortage.

2.2.1.1.5.3.3. If a SPECIAL FORCE MAJEURE event occurred during the first quarter and it cannot be made up in the second quarter or if such event occurred during the second quarter, the SELLER will have the right to make up the agreed volumes during the third and fourth quarters without proportionally decreasing the volumes of those two last quarters in order to maintain the proportion of forty seven percent to fifty three percent that was agreed as a general rule for the distribution of the volume between the parties.

2.2.1.1.5.3.4. To the effect of fulfilling the agreements with the BUYER in the event of a drop in volume, its understood that these will be served by the SELLER after appropriating the 120,000 boxes mentioned above, in a proportion equivalent to 182,000 boxes per week from the BUYER for 80,000 boxes per week from the SELLER’S own marketing (or sales to third parties).

2.2.1.2. FRUIT SHIPPED FROM SANTA MARTA. A basic annual volume of [*] boxes distributed in the following manner:

2.2.1.2.1. FIRST SEMESTER. Between January first and June thirty during every year of the term of this agreement, a volume of [*] boxes, i.e. [*] percent of the basic annual volume.

2.2.1.2.2. SECOND SEMESTER. Between July first and December thirty first of every year of the term of this agreement, a volume of [*] boxes, i.e. [*] percent of the basic annual volume.

2.2.1.2.3. SURPLUS VOLUME SANTA MARTA ORIGIN: In addition to the Santa Marta-origin volume mentioned above, the SELLER will deliver a volume of [*] boxes per year. The distribution of these boxes along the year will be, [*] percent in the first semester and [*] percent in the second semester.

2.2.1.2.4. ADJUSTMENTS FOR SPECIAL FORCE MAJEURE: In the event of a decrease greater than ten percent in the contracted volumes for the first semester of the year, providing such decrease is not due to a deviation of such volume by the SELLER to third-party buyers or for its direct marketing, the SELLER will have the right to supply the contracted volume for the second semester entirely, disregarding the general distribution rule of the fruit shipped from Santa Marta in a proportion of fifty percent in the first semester and fifty percent in the second semester.

2.2.2. ADDITIONAL CONDITIONS REGARDING VOLUME.

2.2.2.1. DURING THE THIRD QUARTER OF EACH YEAR. Except by agreement of the parties granted according to the rules set hereof, the weekly volumes that the BUYER is obligated to receive during the third quarter, added to the volumes from Turbo and Santa Marta, even in the event of a SPECIAL FORCE MAJEURE, will not exceed [*] boxes.

2.2.2.2. DURING THE FOURTH QUARTER OF EACH YEAR. Except by agreement of the parties granted according to the rules set hereof, the weekly volumes that the BUYER is obligated to receive during the fourth quarter, added to the volumes from Turbo and Santa Marta, even in the event of SPECIAL FORCE MAJEURE, will not exceed [*] boxes.

2.2.3. If the volume delivered by the BUYER were reduced during the third and fourth quarters, there will be no restrictions or sanctions for the next year, regardless of whether the reduction occurred because of force majeure or not, excluding the sanctions for noncompliance with the THIRTEEN WEEK ESTIMATES such as FALSE FREIGHT.

2.2.4. SECOND CLASS FRUIT. It is understood that the BUYER is not obligated to purchase second class or quality fruit. When the BUYER purchases this type of fruit in Colombia, it will give the SELLER a deal proportional to the deal it gives the rest of its Colombian suppliers, at the same prices. However, the BUYER preserves the right to treat the SELLER in a disproportionate manner, whether favorably or unfavorably, in special cases in which it may be necessary to alleviate temporary problems of one or several producers or suppliers in particular.

2.2.5. ADDITIONAL VOLUME. The BUYER will notify the SELLER before acquiring Colombian bananas from any other producer or marketer. This obligation implies consulting with the SELLER regarding its willingness to sell a certain volume of bananas on an indicated week or weeks in which the BUYER needs such volume and offer the price at which it is willing to do so. Once the consultation has been communicated by the BUYER, the SELLER must respond promptly and never more than in two weeks, except for “spot” purchases when the time limit is one week. The lack of a timely response will be interpreted as a refusal to participate in the deal being proposed. The parties agreed that an affirmative response by the SELLER obligates the BUYER. Other forms of purchase different from the simple purchase of bananas, such as swaps, deals linked to the acquisition of bananas or other fruits with multiple origins, fruit purchases linked to maritime freights with specific destinations and purchase of companies are exempted from this obligation to inform.

3. CLAUSE THREE: PRICES. The prices that will apply to the basic volume contracted hereof will be those established in Annex C hereof.

3.1. COMMON ASPECTS.

3.1.1. SATURDAYS, SUNDAYS AND DAYS OF MANDATORY TIME OFF BECAUSE OF NATIONAL HOLIDAYS OR MOURNING. The BUYER will pay the SELLER the additional costs (in American dollars) according to the location as indicated in Annex C for each box packed on Saturday, Sunday and days of mandatory time off because of national holidays or mourning when such process is attributable to the BUYER, in aspects such as the itineraries of ships chartered by the BUYER and not other factors controlled by the SELLER.

However, the BUYER and the SELLER will cooperate within their restrictions so that both the rotations of the ships for which the former is responsible, as the use of containers for transporting and storing the FRUIT in as much as they are under the responsibility of the latter and the minimum daily volumes to be processed by the SELLER according to Clause 4.3.1., cause each party to assume their corresponding additional cost for cutting during those days, always with the purpose of minimizing the costs for both parties. Each time the BUYER makes a change in the rotation of the ships, the parties, by mutual agreement will estimate the volume of boxes to be packed on a Saturday, Sunday or days of mandatory time off whose additional cost is attributable to the BUYER by virtue of the cutting orders to be issued by the BUYER. Let it be recorded that with the rotation of the ships in operation at the time of the signing of this agreement, on occasion, work is performed on some farms in Turbo on Saturdays and holiday Mondays.

3.1.2. WEIGHT OF THE BOXES. The prices and the penalties agreed herein are for boxes of bananas with the weight at origin indicated in Annex C for different qualities and presentations. If variations occurred in the weights and/or dimensions of the box, the prices, the volume of the boxes and the penalties will be adjusted proportionally with respect to the banana component and the services such as stowing and transportation to the ship, taking into account the new weight of the FRUIT, and regarding the materials, a proportional cost increase will be recognized. The parties will come to an agreement on the price and cost adjustments that may be needed before the implementation of any change, with the understanding that consent can not be denied as long as the adjustments take into account the additional costs that such changes represent, including the loss of any net profit (“fully costed Profit”) in the supply of materials that the SELLER might endure by virtue of the changes required by the BUYER. The obligation to consider the loss of any net profit in the supply of materials cannot be interpreted in a way that the BUYER ends up being obligated to refund the investments made by the SELLER or its affiliates, nor any other type of collateral or consequential damage endured by the SELLER or its affiliates.

3.1.3. TIME AND METHOD OF PAYMENT. The prices agreed for each shipment of the EXPORTED FRUIT an the FRUIT NOT EXPORTED will be paid through checks, bank drafts or preferably by electronic fund transfers to a bank account of the SELLER in the bank of its choice, on the second Wednesday after the week on which the ship sails, in American dollars. For

example, for FRUIT shipped in ships that sailed the week of January 21-27, 2008, the payment would be made on Wednesday February 7. The SELLER will inform the BUYER in writing, before the first shipment takes place; the account number and name of the bank were it will receive the payments.

3.1.4. SINGLE PAYMENT. The prices established in this clause will constitute the only amount of money that the BUYER must pay the SELLER for the EXPORTED FRUIT.

3.1.5. PAYMENT FOR SPECIFICATIONS. The prices of the EXPORTED FRUIT will be paid based strictly on compliance with the assigned specifications and not based on the BRAND or the destination chosen by the BUYER. The parties agree that no purchase price will be paid for FRUIT that does not meet the quantities or other requirements established hereof.

4. CLAUSE FOUR: OPERATIVE ASPECTS

4.1. MATERIALS

4.1.1. SPECIFICATIONS AND COSTS. The cardboard boxes, plastics, labels, seals, pallets and any other packing material related to the packing and palletizing process, the fungicide for controlling post-harvest diseases and other materials and raw materials needed for packing the EXPORTED FRUIT must meet the BUYER’S specifications detailed in Annex B hereof. The costs related to the acquisition of such materials will be disbursed exclusively by the SELLER. The paper to produce the cardboard boxes will be provided under the sole risk and responsibility of the BUYER, according to purchase orders from the SELLER. To this effect, the BUYER has designated Chiquita Fresh North America, L.L.C. under its sole responsibility, to supply the paper in the conditions established in the Paper Supply Agreement signed with the SELLER. If at any time during the period of this Agreement, the paper is not provided for reasons imputable to the BUYER, in sufficient quantities and time required for the SELLER to produce the cardboard boxes needed to pack the shipments of the Basic Volume, the BUYER must pay the corresponding penalty for the boxes that were not packed according to section 4.3.4.1. hereof, but it will never be more that ten consecutive weeks for a quantity that would substantially affect the Basic Volume, in which case it will be understood that a breach of the FRUIT purchase agreement has occurred. However, if there were disruptions in the supply of paper, the SELLER will put forward it best efforts to mitigate the damage to the BUYER using, if available, another paper it might own to make the cardboard boxes needed with the commitment of the SELLER to proceed to its prompt replacement and if necessary pay the financial cost this might entail.

4.1.2. CHANGES IN CONDITIONS AND SPECIFICATIONS. The BUYER may vary the conditions and specifications of the packing materials (for example, the boxes used to pack the FRUIT, plastics, seals, labels, pallets, any other packing material related to the packing and palletizing process, the fungicide used to control post-harvest diseases and other materials and supplies needed for packing) by giving the SELLER at least fifteen (15) days notice. In

such case, the potential savings or additional costs generated by such variation in the conditions and/or specifications will benefit or harm only the BUYER. If changes are requested that require longer implementation periods, the BUYER may not give shorter notice than the time reasonably required by the SELLER. The parties will come to an agreement on all required price and cost adjustments before the implementation of any change with the understanding that consent cannot be denied providing the adjustments take into account the additional costs that such changes represent, including the loss of any net profit (“fully costed Profit”) in the supply of materials that the SELLER might endure by virtue of the changes required by the BUYER. The obligation to consider the loss of any net profit in the supply of materials cannot be interpreted in such a way that the BUYER ends up being obligated to refund the investments made by the SELLER or its affiliates, nor any other type of collateral or consequential damage endured by the SELLER or its affiliates.

4.2. LABELS AND BRANDS

4.2.1. SELECTION OF THE BRANDS. The BUYER will select freely the BRANDS that will go on the stickers and labels that will be affixed to the EXPORTED FRUIT and the boxes and plastic bags in which it is packed. The BUYER must take into account in any change of BRANDS, the minimum print runs of the stickers, labels or boxes that the change implies and coordinate with enough time with the SELLER any discontinuation in the use of a BRAND in order to exhaust reasonable inventories of stickers, labels and boxes, except if the BUYER decides to refund the SELLER for the cost of such inventories. The final arts or the plates of the BRANDS, in each case, will be provided by the BUYER or the TECHNICAL REPRESENTATIVE.

4.2.2. USE AND PROTECTION OF THE BRANDS. The SELLER acknowledges the following: (a) that the BUYER has the exclusive right to use and order the use of the BRANDS; (b) that the BRANDS are and will remain the exclusive property of the BUYER or the entity or entities that have granted the BUYER the respective licenses to use them, even when such licenses are not specifically recognized or perfected according to pertinent legal provisions; (c) that the SELLER does not have any right regarding the BRANDS and that the use of such BRANDS does not generate such rights. The SELLER is obligated to strictly follow the instructions given by the BUYER or the TECHNICAL REPRESENTATIVE regarding the use and protection of the brands. The SELLER commits to inform the BUYER or the TECHNICAL REPRESENTATIVE immediately if it knows about some improper use of the BRANDS. The SELLER is responsible for the improper or irregular use for of the stickers, labels and other packing materials bearing the BRANDS that are in the SELLER’S possession. The BUYER will assume the costs for the defense of the SELLER in lawsuits filed by third parties alleging improper use of the BRANDS when the BUYER has ordered its use by the SELLER, and if necessary, will assume the cost of paying the respective fines or indemnifications. In the event that such lawsuit are filed, the BUYER will have the option of assuming the defense using its own lawyers under its exclusive

control, in which case the SELLER must lend any cooperation needed including issuing powers of attorney in favor of the lawyers the BUYER indicates. The SELLER is obligated to notify the BUYER promptly about any claim or filing of any lawsuit of this nature against the SELLER. Lack of timely notice will not impede the BUYER from assuming the defense from such lawsuits, but it will excuse the BUYER from the obligation of refunding any expense paid by the SELLER to that moment.

4.3. ESTIMATES AND CUTTING ORDERS

4.3.1. GENERAL OBLIGATION TO COOPERATE AND DAILY MINIMUM VOLUME. Both parties are obligated to cooperate in order to maximize daily FRUIT volumes to be packed, facilitate the rotation of ships and minimize the need to use refrigeration and to work on Saturdays, Sundays and holidays. Additionally, the SELLER is obligated during the term of this agreement and while the current rotation of the ships continues, to pack, on cutting days, a minimum daily volume of seventy five thousand boxes to be stowed in Turbo and twenty five thousand boxes to be stowed in Santa Marta, unless the BUYER requests in writing a smaller daily volume. The time required to load is based on current performance. If the BUYER changed the rotation of the ships and this caused logistical problems to the SELLER regarding the sale of FRUIT to other clients, the SELLER is obligated to pack on cutting days a minimum daily volume of sixty thousand boxes to be stowed in Turbo and twenty five thousand boxes to be stowed in Santa Marta, unless the BUYER requests in writing a smaller daily volume. This clause cannot be interpreted as an amplification of the basic volume as both parties recognize that the BUYER is not obligated under any circumstances to purchase more than eleven million boxes per year as basic volume.

4.3.2. THIRTEEN WEEK ESTIMATE. Each week, on Friday, or any other day that is agreed with the BUYER or the TECHNICAL REPRESENTATIVE, the SELLER will deliver to them a written estimate of the volumes of all the FIRST CLASS FRUIT and MODIFIED FIRST CLASS FRUIT to be delivered at each of the PORTS OF LOADING during the following thirteen weeks (hereinafter “THIRTEEN WEEK ESTIMATE”)

4.3.2.1. The parties agree that the volume of FIRST CLASS FRUIT and the volume of MODIFIED FIRST CLASS FRUIT indicated by the SELLER for the first two (2) weeks of each THIRTEEN WEEK ESTIMATE is considered the final volume that he SELLER is obligated to sell and the BUYER is obligated to buy, within the conditions agreed hereof, and it may not be modified in subsequent THIRTEEN WEEK ESTIMATES. However, the SELLER may, at its choice, but depending and limited by the space on the ship, deliver for shipping up to three percent more or less than the final estimated fruit for the following week.

4.3.2.2. Additionally, once a month, the SELLER will deliver to the BUYER or the TECHNICAL REPRESENTATIVE the information regarding

the amount of fruit bagged per week during the preceding month, the resulting conversion of boxes per FIRST CLASS FRUIT stem, per packing station on each day on which FRUIT was processed and the grade, per ribbon, of the stems harvested per week for each of the farms included in List Number One, mentioned in the definition of PLANTATION.

4.3.2.3. The parties agree that every week the BUYER will order and buy and the SELLER will ship and sell a mix of FRUIT qualities within the ranges established below, which must be reflected in the THIRTEEN WEEK ESTIMATES:

	Turbo					Santa Marta
	Amount					Amount
	Length	Min.		Max.		Length	Min.		Max.
First Quality	8.00”	80	%	90	%	8.00”	50	%	65	%
First Modified	8.00”	10	%	15	%	8.00”	5	%	15	%

	Turbo Amount					Santa Marta Amount.
	Min. & Max.	Length	Min.		Max.	Length Min.	Max.	Min.		Max.
Juniors	6”	7.9”	0	%	5%	6”	7.9”	20	%	35	%

4.3.2.4. The BUYER will issue cutting orders for each shipment based on the THIRTEEN WEEK ESTIMATES issued by the SELLER, within the ranges established in section 4.3.2.3 above, and the BUYER may vary such orders between weeks whether with precut or delays, providing such actions do not imply a loss a fruit. It is understood that the BUYER may vary the mix of qualities ordered per week along a particular quarter only exceptionally and because of the impossibility of placing some type of fruit in the market, providing the weekly average along the quarter coincides with the corresponding THIRTEEN WEEK ESTIMATES and the established distribution. The SELLER recognizes that the market for the Juniors has a behavior that fluctuates more than the markets for other qualities or types of fruit. Nonetheless, the BUYER guarantees it best marketing effort to reduce the volatility of the weekly orders as much as possible and recognizes the SELLER’S need to count on weekly orders of Juniors in order to guarantee the best use of the FRUIT. If the BUYER repeatedly orders a mix of qualities outside the established ranges, at the request of THE SELLER negotiations will begin with the BUYER with the purpose of ameliorating the situation through the evaluation of the impact of such change and to negotiate an appropriate compensation.

4.3.3. CUTTING ORDERS. Each week, on Friday or any other day agreed with the SELLER or the TECHNICAL REPRESENTATIVE, once the THIRTEEN WEEK ESTIMATE has been received, the BUYER itself or through the TECHNICAL REPRESENTATIVE will give the SELLER instructions relative to (i) the volume of FIRST CLASS FRUIT it will purchase the following week, as well as the volume of MODIFIED FIRST CLASS FRUIT and SECOND CLASS FRUIT it opts to buy. (ii) The date and time the EXPORTED FRUIT must be cut, observing the parameters established in section 4.3.1. (iii) The age limit, the maximum and minimum grade of cut applicable to such EXPORTED FRUIT. Additionally, the BUYER itself or through the TECHNICAL REPRESENTATIVE will notify the SELLER, giving a minimum notice of 24 hours, the date and time of the arrival to the PORT OF LOADING of each ship as well as the approximate date and time of stowing of each ship on which the EXPORTED FRUIT must be stowed. Its understood and agreed that the BUYER itself or through the TECHNICAL REPRESENTATIVE may modify such notification according to its judgment if a reasonable and justifiable reason exists, providing the SELLER is given at least fourteen (14) hours advance notice of the date and time of arrival and stowing stipulated above, when it is coming from Panama, and 24 hours of advance notice when it is coming from other ports. In any case, the SELLER will deliver the EXPORTED FRUIT to the container yard to be refrigerated within a maximum of twenty (20) hours after the cut. All days of the WEEK are considered workdays for cutting, carrying fruit to the packing station, packing and stowing.

4.3.4. PENALTIES

4.3.4.1. FRUIT NOT EXPORTED. To the effects contemplated in clause 2.1.2 the SELLER will have the right to be paid a single, total and definitive penalty equivalent to the price of purchase minus the non incurred costs if it is FRUIT that is part of the basic volume; and if is FRUIT that is part of the Additional Volume, $[*] per box during the first semester of each calendar year (from January 1 to June 30) and $[*] per box during the second semester of each calendar year (from July 1 to December 31). In order to determine the number of boxes of FRUIT on which the penalty will be paid, if the FRUIT has not been packed, stems will be converted to boxes based on the SELLER’S pondered average ratio of boxes per stem to FRUIT during the last four (4) DAYS of cutting. If the order not to load by the BUYER or the TECHNICAL REPRESENTATIVE is issued after the packing process of the FRUIT has begun, the BUYER will pay the SELLER in addition for the packing materials used prior proof of their use, the operational salaries effectively incurred, the cost of transport if it has been done, as well as other costs incurred for disposing of the fruit in a correct and legal manner. The BUYER will pay these same penalties when, after not ordering the totality of the SELLER’S FRUIT in the final estimation on some particular weeks, the FRUIT exceeds the grade and it is necessary to chop it because it does not meet the conditions to be exported.

4.3.4.2. FALSE FREIGHT. If for any reason imputable to the SELLER, it does not deliver at least ninety seven percent of the volume of FRUIT ordered by the BUYER for the following week, based on the most recent THIRTEEN WEEK ESTIMATE, the SELLER must pay a single, total and definitive indemnification of $[*] during the first semester of each calendar year (from January 1 to June 30) and $[*] during the second semester of each calendar year (from July 1 to December 31) for each box of FRUIT not delivered over the limit of the margin of tolerance of three percent until the order issued by the BUYER for that shipment is fulfilled, but in no instance will it be responsible for eventual, consequential or collateral damages to the BUYER or its affiliates for this occurrence. Situations of force majeure or fortuitous situations that may prevent the SELLER from fulfilling its obligations are excluded.

Notwithstanding the above, the SELLER may exceed the margin of tolerance of three percent in two shipments, at most, during each quarter of the calendar year, so that in such shipments the SELLER may load a minimum of ninety five percent and a maximum of one hundred and five percent of the volume ordered by the BUYER, said surplus subject to availability of space in the ships chartered by the BUYER. This benefit granted by the BUYER to the SELLER is not a cumulative right from one shipment to another or from one quarter to another. The BUYER will try to mitigate its damages using banana volumes from other sources within the normal rotation of the ship to fill the space allowance onboard the ship and will not demand indemnification except for the boxes that were not supplied. The SELLER cannot use this tolerance to allege that the BUYER has waived its right to receive the volumes it ordered nor will it excuse the SELLER from making its best effort to always comply with the volumes ordered by the BUYER. When FALSE FREIGHT occurs, the BUYER will communicate this to the SELLER within the following two weeks. If not, the SELLER will lose it right to collect.

4.3.5. TRANSPORT TO THE PORT OF LOADING. The FRUIT is exported on pallets and under the deck in the hold of ships or in containers at the option of the BUYER. The SELLER must make arrangements for transportation in the containers provided by the BUYER from the PLANTATION to the PORT OF LOADING using appropriate and necessary equipment and it will also be responsible for their return to the yard.

4.3.5.1. CONTAINERS. The BUYER itself or through a TECHNICAL REPRESENTATIVE will provide the SELLER with the containers and the chassis needed to transport the EXPORTED FRUIT from the PLANTATION to the PORT OF LOADING, making it available at the corresponding yard of the PORT OF LOADING in question, according to the cutting needs, in anticipation to the corresponding shipment. It’s understood that the warehousing costs and temporary

conservation of the EXPORTED FRUIT in a container yard will be paid by the BUYER, but this does not relieve the SELLER with regard to the BUYER from assuming the transportation costs all the way to the PORT OF LOADING, nor regarding its obligations with respect to the quality of the EXPORTED FRUIT. Such transport and waiting time within the scheduled itinerary for the shipment will be at the exclusive risk of the SELLER who must take al needed precautions to protect the FRUIT, including the boxes in which it is packed, from the sun, rain, and other inclement weather, mistreatment, and incorrect stowing in the containers, and it is also obligated to obey all reasonable recommendations made by the BUYER or its designee, including the TECHNICAL REPRESENTATIVE in relation to handling and care of the FRUIT. Claims for FRUIT lost due to faulty transportation, yard, and stowing services will be directed by the SELLER to the entities that provide such services, and the BUYER will provide all needed cooperation. The BUYER guarantees that the container’s refrigeration system provided to the SELLER will be in perfect working order when they are delivered and the parties will agree on a procedure to check them, which will be used when delivering and returning the containers. If any FRUIT is damaged because of a malfunction of the refrigeration system in one or more containers, the risk for the loss of such FRUIT will be the BUYER’S. Each party will assume the costs in the mutual deliveries of the CONTAINERS.

5. CLAUSE FIVE: QUALITY AND SANITATION

5.1. FRUIT INSPECTION AND REJECTION. The inspection and eventual rejection of the FRUIT may be done by the BUYER or its TECHNICAL REPRESENTATIVE at any time during the productive process; at the packing station, while being packed, at the PORT OF LOADING, when it is received, in the ship while it is being stowed.

5.1.1. Yet, if at the time of the unloading at the port of destination, defects appear such as “ripe and turnings”, “soft greens”, “peel rot”, “neck rot”, “crown rot”, “tip mold” and “latex post-harvest”, which has been previously agreed by the parties are hidden quality conditions impossible to detect at the time of boarding, the BUYER will have the right to deduct the amount paid for the rejected bananas from the following shipments of FRUIT that it receives from the SELLER. The SELLER will not be responsible for collateral or consequential damages to the BUYER by virtue of the rejection of the FRUIT for hidden conditions, being this indemnification the single, total and definitive indemnification which the BUYER has the right to receive for these incidents, except for the arrangements included in this same paragraph with respect to the liability for false freight, when applicable. The BUYER will demonstrate its claim by means of a report issued by an independent surveyor, whose report must include the condition of the FRUIT and state that the problem is not attributable to problems with the ship or other reasons unrelated to the

SELLER, and will include all the data of the fruit, especially the number of the farms or farm from which the fruit came. In every case, the SELLER may, on its own account and its own expense, designate representatives to participate as observers in the quality inspection, for which the BUYER will have to notify the rejection within forty eight hours of its unloading. In order to benefit from this right, the SELLER must provide the BUYER with an email address so the BUYER may report any rejection incident to the SELLER. Additionally, the SELLER will give the BUYER the name and information necessary to contact the surveyor or surveyors that the former has designated so that they are present in case of a rejection incident of the bananas at the destination port. If the SELLER does not provide the information about its designated surveyors, the BUYER will be relieved of its obligation to notify in a timely manner and it will simply inform the SELLER as soon as possible through the email address provided. The parties agree that the first rejection incident to occur in each calendar quarter will give the BUYER the right to withhold only the price paid for the rejected bananas. Rejection incidents of FRUIT loaded after the notification of the first rejection incident, will give the BUYER the right to receive the corresponding penalty for false freight, if it exceeds the allowed percentage of tolerance. If the BUYER does not notify the SELLER in a timely manner regarding the rejection incident or disposes of the fruit before it is inspected by the SELLER, then the withholding will not proceed.

5.2. PARTICIPATION IN QUALITY CONTROL ACTIVITIES. The SELLER and the BUYER acknowledge that the quality of the EXPORTED FRUIT in the destination markets is essential for a continued successful marketing. In these markets, the quality of the FRUIT NOT EXPORTED is not limited only to its physical characteristics, but also to the conditions in which this FRUIT is produced, including the correct application of agrochemicals, the environmental impact of production activities and the social/labor conditions in which these activities are carried out. The SELLER and the PRODUCERS also commit to participate with the BUYER, each to their own account and expense in reasonable quality control activities such as the establishment and maintenance of process-controls and the correct gathering of FRUIT quality data, as well as the communication and delivery of such information to the BUYER.

5.2.1. The SELLER and the PRODUCERS commit to grant access to the PLANTATION at any time during normal times of operation to quality control technicians designated by the BUYER or the TECHNICAL REPRESENTATIVE, so that they can evaluate in the field and at the banana packing stations bananas that potentially constitute FRUIT that can be sold in accordance with this agreement.

5.2.2. In the specific case of the battle against Black Sigatoka, the SELLER and the PRODUCERS will abide by the provisions in Annex B in the understanding that the BUYER will not be obligated to receive FRUIT originating in areas of the PLANTATION that do not meet the production conditions established in Annex B.

5.2.3. METHODS OF DEHANDING and PACKING. In order to preserve the quality of the EXPORTED FRUIT, the SELLER agrees with the BUYER to only use the methods of dehanding and packing previously authorized by the BUYER, which are duly described in Annex B.

5.2.4. CHANGES IN QUALITY SPECIFICATIONS. In order to assure the continued high quality of the ORDERED PRODUCTION, the BUYER will have the right to amend Annex B hereof by notifying the SELLER in writing at least fifteen (15) days ahead of time. The parties will come to an agreement on any necessary price and cost adjustments before the implementation of any change, with the understanding that consent cannot be denied if the adjustments take into account the additional costs that such change or changes represent, including the loss of any net profit (“fully costed profit”) from the supply of materials that the SELLER might bear due to changes required by the BUYER. The obligation to consider the loss of any net profit derived from the supply of materials cannot be interpreted in a way that the BUYER might end up being forced to repay investments made by the SELLER or his affiliates, nor any other type of collateral, possible or consequential damage borne by the SELLER or its affiliates.

5.2.5. CHANGES IN FRUIT PROTECTION METHODS, FRUIT SELECTION, DEHANDING AT THE PACKING STATION AND PACKING. The parties will come to an agreement on any necessary price and cost adjustments before the implementation of any change to any of the mentioned methods, with the understanding that consent cannot be denied if the adjustments take into account the additional costs and damages that such change or changes represent, including the loss of any net profit (“fully costed profit”) from the supply of materials that the SELLER might bear due to changes required by the BUYER, being this the only, total and definitive indemnification to which the SELLER is entitled by these changes. In no instance will the BUYER assume responsibility before the SELLER, the PRODUCER or its affiliates for collateral, possible or consequential damages that could occur by virtue of the changes regulated hereof. The changes that the SELLER or the PRODUCERS must perform to any of the methods mentioned with the intention of ensuring that the FRUIT meets the agreed quality specifications will be paid exclusively by the SELLER.

5.3. INFRASTRUCTURE. The SELLER and the PRODUCERS declare and guarantee that the PLANTATION meets and will meet, during the term of this agreement, the infrastructure requirements and conditions necessary to produce, process and transport the FRUIT in the volumes and with the quality agreed hereof, for example, safe and hygienic packing stations, able to process the FRUIT any week in three (3) DAYS at most, during periods of normal production and four (4) DAYS during periods of high production, access routes that can handle the traffic of transportation equipment without reducing the quality of the FRUIT, adequate internal transport systems for the stems to the packing station and, in those plantations that due to their location require it, according to standards commonly accepted by the Colombian banana industry, appropriate drainage and irrigation systems.

5.4. AGROCHEMICALS. In order to assure compliance with the laws concerning agrochemicals that exist in Colombia and the destination markets, as well as to protect occupational health conditions, the environment and the quality of the FRUIT, the SELLER and the PRODUCERS commit to apply, during the production process and the post-harvests stage, only pesticides, herbicides, fungicides, insecticides, plant growth regulators or other chemical or organic, natural, artificial or synthetic substances, that have been previously authorized by the BUYER or its TECHNICAL REPRESENTATIVE and are authorized for use in the Republic of Colombia and the destination countries of the FRUIT, including the United States of America and the countries that comprise the European Union. The SELLER and the PRODUCERS commit to apply these substances only in the amounts, proportions and using the methods established by the manufacturers of the authorized products and according to the best practices of the banana industry in Colombia. The BUYER has delivered to the SELLER and through the SELLER to the PRODUCERS, a listing of these products and substances.

If during the term of this agreement the Colombian authorities and the authorities of the destination countries of the FRUIT authorize different formulations, but chemically identical to the authorized products and substances, the SELLER and, through the SELLER, the PRODUCERS, must notify the BUYER of their intention of using those new formulations. If the new formulations imply application methods that are different from those used with the previous formulations, the BUYER may not object their use by the SELLER and the PRODUCERS as long as these methods of application do not result in higher risks to people’s health, the environment or the possibility of higher levels of residues on the FRUIT, which are above the levels allowed by the authorities at the destination countries. Any change to the listing of products and substances other than the case of new formulations of products that have already been authorized, may only proceed through a previous written agreement between the BUYER and the SELLER. In case of breach of the obligations assumed by the SELLER or PRODUCERS in this section, or if the FRUIT delivered is damaged or mistreated due to agrochemicals or with residue levels above those allowed by relevant regulations, the BUYER is authorized by the SELLER and the PRODUCERS to immediately suspend without liability the purchase of the FRUIT originating at the affected part of the PLANTATION, while the negative effects or other foreseeable damages last, without prejudice of rejecting this FRUIT for not complying with the specifications agreed hereof. The BUYER declares that it knows that the SELLER and the PRODUCERS will use BRAVO^® (clorotalonil), for the treatment of Black Sigatoka, in the entire PLANTATION. The BUYER hereby acknowledges that this product was never used in the farms on listing A, referenced in the definition of “PLANTATION”, while these farms were operated by the BUYER. The BUYER also acknowledges that it does not support the use of this product because of the potential occupational health and environment risks that, in the BUYER’S opinion, the use of this product implies, in spite of being a product whose use has been accepted by the authorities of Colombia, the European Union countries, the United States and the Rainforest Alliance in the “Better Banana Program”. The BUYER; nevertheless, accepts the use of BRAVO^® by the SELLER and the PRODUCERS as an exception to the listing of agrochemicals described above. In order to assure the safe use of pesticides (herbicides, nematicides, insecticides fungicides, plant growth regulators, etc.) and to protect the health of their workers, the SELLER and the PRODUCERS agree to organize the tasks in

the fields so that the field workers are not present in the areas of the PLANTATION that are being treated with pesticides in observance of the reentering periods established by the Environmental Protection Agency of the United States of America (U.S. EPA). For those workers who must enter an area of the PLANTATION being treated with pesticides, the SELLER and the PRODUCERS must provide appropriate personal protective equipment.

6. CLAUSE SIX: CORPORATE RESPONSIBILITY, LABOR AND ENVIRONMENTAL PROTECTION

6.1 CORPORATE RESPONSIBILITY AND WORK ENVIRONMENT

6.1.1 The SELLER and the PRODUCERS declare that they are aware of the BUYER’S Corporative Responsibility commitments, assumed through the BUYER’S Code of Conduct and the “UITA/COLSIBA/Chiquita Agreement on Freedom of Association, Minimum Labor Standards and Employment in Latin American banana operations.” The SELLER acknowledges and accepts that it has received a copy of the Code of Conduct of the BUYER and a copy of the Agreement between Chiquita/UITA/COLSIBA and that it understands the social commitments and obligations which the BUYER wishes to implement in all its operations, including those of its supplier, particularly in the areas of labor, food safety and quality, environmental protection, and community relations standards. The SELLER will continuously improve the social and environmental standards and practices under which it produces the FRUIT.

6.1.2 During the term of this agreement, the SELLER and the PRODUCERS especially agree to meet the following labor standards:

6.1.2.1. Not to use child labor, as defined in the Code of Conduct

6.1.2.2 Not use any form of forced or mandatory labor

6.1.2.3 Not violate the freedom of association and collective bargaining rights of their workers.

6.1.2.4 Not discriminate when hiring, training or firing their employees based on sex, sexual preference, ethnicity, national origin, religion, union or political affiliation.

6.1.2.5 To obey all labor, social and environmental laws of the republic of Colombia as well as the treaties included in the Code of Conduct and the UITA/COLSIBA and Chiquita agreement.

Any serious or systematic violation of any of the practices above will authorize the BUYER to suspend the purchase of the FRUIT originating at the affected area, without prejudice to reinitiate such purchases if this situation is resolved to the satisfaction of both parties.

6.1.3 The SELLER and the PRODUCERS grant the officials of the BUYER or the TECHNICAL REPRESENTATIVE the right to enter the PLANTATION without restraint, with or without previous notice, but always after coordinating with the person in charge of the farm at the time of the visit, in order to inspect the operations, infrastructure, documents, including electronic files, and to meet with employees and workers, in order to perform confidential periodic evaluations concerning the fulfillment of all its obligations regarding Corporative Responsibility. The SELLER, the

PRODUCERS and the BUYER, in mutual agreement, will develop a written plan to remedy any breaches detected during the evaluations. In no case, can the BUYER demand from the SELLER or the PRODUCERS the adoption of practices or conditions in the area of Corporative Responsibility that are more rigorous to those adopted by the subsidiaries or affiliates of the BUYER in other Latin American countries.

6.1.4 The BUYER and the SELLER agree that the assessments, the agreed objectives and any correspondence related to the fulfillment by the SELLER of these standards will be handled confidentially and they will not be revealed without the approval of both parties.

6.1.5 The SELLER and the PRODUCERS commit to maintain the certification under the SA-8000 standard during the term of the agreement hereof. If any of these farms were to be decertified, the SELLER and the respective PRODUCER will have six months as of the date of notification of the decertification or suspension to remedy the farm decertification. If it does not obtain the recertification within the period stipulated hereof, the BUYER will have right to suspend the purchase of FRUIT originating from such farms until they regain their respective certifications.

6.1.6. ENVIRONMENTAL PROTECTION

6.1.6.1 During the term of this agreement, the SELLER will accept and adopt at its expense, the regulations and guidelines on environmental impact, public health, work place hygiene and other aspects related to the protection of the environment existing in the Republic of Colombia or in any of the destination markets of the FRUIT. Such regulations and guidelines include those issued by local and national authorities and international organizations, as well as by government authorities in the countries were the destination markets are located, in as much as they affect the ability to commercialize the FRUIT. The agreements and international treaties signed by the Republic of Colombia will be observed, even though their ratification might be pending

6.1.6.2. Both, the SELLER and the PRODUCERS agree to:

6.1.6.2.1. Maintain, during the term of this agreement, the certification under the Better Banana Program of the Rainforest Alliance, in those farms that comprise the PLANTATION and already have it. If the farms are decertified or their certification is suspended by the Rainforest Alliance or the verifying organization designated by such organization, the SELLER and the PRODUCERS will have six months as of the day of the notification of decertification or suspension to recertify the affected farms. If the SELLER and the PRODUCERS cannot recertify the property within the stipulated term, the BUYER will have the right to suspend the purchase of FRUIT from those farms until such farms obtain their respective certification.

6.1.7. OTHER CERTIFICATIONS. The SELLER commits to make its industrial and cultivation practices at the PLANTATION conform to the GLOBALGAP standard at the time this agreement is signed.

6.1.8. INCLUSION OF NEW FARMS. The inclusion of new farms within the PLANTATION will require the consent of the BUYER and the SELLER. If in the future, the SELLER wishes to include additional farms in the PLANTATION, it will notify the BUYER in writing of its intention and will provide the BUYER with all the information necessary to identify the new PRODUCER or PRODUCERS. The BUYER cannot deny its consent in an unreasonable manner. The new PRODUCER or PRODUCERS will have a maximum term of a year as of the date of the signing of the amendment to this agreement to obtain the certifications to the SA-8000, GLOBALGAP, and Better Banana Program standards, as well as other certifications that the parties may decide to achieve in the future. If it/they do not achieve the certifications required within a year, the BUYER will have the right to suspend the purchase of FRUIT from these farms until they obtain the required certifications.

7. CLAUSE SEVEN: FOOD SAFETY and SECURITY the SELLER and the PRODUCERS recognize that the health and the safety of the consumers of the FRUIT are especially important, and for this reason they are committed to accept each and all of the recommendations made by the BUYER or its TECHNICAL REPRESENTATIVE concerning modifications to processes, infrastructure, documentation practices, hygienic, sanitary and process controls, relative to food safety and security. These recommendations may never exceed the levels of compliance in this area assumed by affiliates and subsidiaries of the BUYER in Latin America. In addition, if the legislations of the countries that comprise the destination markets require some type of certification, the SELLER is committed to achieve it at its expense and in a timely manner. If the clients of the BUYER require some type of particular certification, the SELLER commits to obtain it in a timely manner and paying these costs on behalf of the BUYER. In case of breach by the SELLER or the PRODUCERS of the obligations assumed in this section, the delivery of damaged or mistreated FRUIT due to agrochemicals or with residual levels above those allowed by pertinent regulations, the BUYER, is authorized by the SELLER and the PRODUCERS to immediately suspend without liability, the purchase of FRUIT from the affected part of the PLANTATION, while harmful effects or foreseen damages last, without prejudice of rejecting this FRUIT for not complying with the agreed specifications. Additionally, each party will assume its own legal responsibilities in the event that the FRUIT becomes a risk to the health of consumers or people. The SELLER will afford the BUYER all necessary cooperation in the event that it is forced to recall the FRUIT from the market for containing residual levels above those allowed at the FRUIT’S destination markets.

8. CLAUSE EIGHT: FORCE MAJEURE, SUSPENSION AND TERMINATION

8.1 FORCE MAJEURE: The rights and obligations of the BUYER and the SELLER, resulting from this agreement, will be strictly executed by both parties, except in the event of breach due to an act of God or force majeure, such as the application of restrictions to international trade by the government of the Republic of Colombia, the United States of America or the European Union, labor strikes, including strikes that completely stop the work at the PLANTATION, stowing, transport and banana unloading in the country of origin or destination; or strikes in transportation, war, revolt, revolution, riot, invasion, sabotage and other causes of similar nature, duly provided, only if there is no alternative to resolve it. The statements in this Section 1 of Clause Eight will be subject to applicable provisions in the Section titled “Remedies for Breach of this Agreement “of the agreement called “Stock Purchase Agreement” referenced at the

beginning of this document. Any cause of force majeure that prevents the performance of this agreement, or makes its execution impossible, or that implies violating the law or regulations pertaining to one of the parties, will suspend its effects, but only during the period or the part of it during which such force majeure prevents or makes its execution impossible or illegal. In the event of occurrences such as those previously described that prevent its partial execution; the part of the agreement that is possible will continue being executed. The parties specifically accept that a change in economic circumstances for one of the parties does not constitute force majeure.

8.2 PROCEDURE AND CAUSES FOR SUSPENSION. Both parties are authorized to totally or partially suspend, depending on the case, the performance of the obligations imposed by this agreement by the occurrence of one or several of the events described as FORCE MAJEURE, provided such events make it impossible for the party that invokes the suspension to absolutely or partially continue performing this agreement. The parties specifically agree that the causes for suspension must be directly related to the fulfillment of contractual obligations and that such suspension will have effect only in relation to the obligations that are affected by the cause and solely in relation to the part of the PLANTATION affected by the cause; they also must be verified, of sufficient magnitude to justify the suspension and have no alternative to overcome them. The cause of suspension must be communicated, by the party that invokes it to the other party in writing to the respective notification address. The suspension will enter into effect the day after the party to whom the suspension is communicated receives notification in which the other party indicates the reason or reasons for the suspension. The suspension of the obligations that arise hereof will not interrupt the original term of the agreement, which will continue running all the time while suspension lasts. The SELLER may not use the BRANDS during the suspension period. If the BUYER alleges the suspension, unless it is for causes imputable to the SELLER, the SELLER will have the right to sell the FRUIT that is produced during the suspension period to third parties, unless the BUYER decides to pay the prices agreed hereof for FRUIT NOT EXPORTED. If it is the SELLER who totally or partially suspends the agreement, under no circumstance may if dispose of the FRUIT produced in the PLANTATION with destination to an external market without the prior, express written consent of the BUYER.

8.3 TERMINATION. The following are causes for anticipated unilateral termination: For the party that invoked it, the total suspension of the performance of the obligations that derive from this agreement that extends for more than twelve (12) consecutive months. The material breach of any of the contractual obligations of this agreement. A material breach of obligations is a breach that results in significant economic damage to the party that it has not failed to fulfill its obligations and one that is not properly remedied by the party that failed to comply within a reasonable term, which necessarily will conform to the nature and magnitude of the breach, which in no event, except by agreement of the parties, will exceed forty five (45) calendar days counted as of the date of delivery of the written notification sent to the other party advising the breach. Nevertheless, in the case of lack of payment by the BUYER, this term will not exceed seven (7) days. The termination will take effect fifteen (15) days after the party that failed to comply receives the written communication specifying the cause for the termination sent by the party that invoked the termination.

9. CLAUSE NINE: OTHER CONDITIONS

9.1 ASSIGNMENT OF THE AGREEMENT. This agreement can not be assigned or transferred, partially or completely, to any natural or juridical person by one of the parties without the previous, express written consent of the other party. Nevertheless, the BUYER hereby authorizes the SELLER to assign as collateral the economic rights derived from this agreement in favor of one or several banking or financial institutions. Therefore, by express request of the SELLER, the assignment of economic rights that BIC performed on June 22, 2004 will continue, without a continuity solution ,in favor of the institutions that granted the SELLER a syndicated credit.

9.2 GUARANTEE OF CLEARING TITLE IN CASE OF DISPOSSESSION. The SELLER guarantees to the BUYER that the FRUIT acquired by virtue of this agreement is free of burdens and encumbrances of any type that may affect its benefit to, and free disposition by the BUYER. Consequently, the SELLER agrees to clear the title in case of dispossession and assumes absolute liability for any loss that may arise from a breach of this guarantee. In the event of lawsuits pursuing the FRUIT contemplated hereof, the SELLER will have the option of assuming the defense using its own lawyers and expense and under its exclusive control, for which the BUYER must provide any necessary cooperation, including the issuance of powers of attorney in favor of the lawyers of the SELLER. The BUYER agrees to notify to the SELLER in a timely manner the existence of any claim or claim-filing of this kind against the BUYER. Failure to notify in a timely manner will not prevent the SELLER from assuming the defense against such claims, but it will release the SELLER from the obligation to repay the BUYER for any cost that it may have incurred to that moment. Yet, if the SELLER illegally disposes in favor of a third party of the FRUIT that has been sold and delivered by virtue of this agreement to the BUYER, the BUYER - and thus the SELLER irrevocably authorizes this, may exert civil, commercial and penal actions within its reach in any court or jurisdiction of the world, to prevent the illegal disposal of the FRUIT. The SELLER will be liable and must compensate the BUYER for all the damages that it causes to the BUYER by selling the FRUIT to a third party, without prejudice of the rights of the BUYER with respect to the potential material breach of this agreement that this violation represents.

9.3 INSURANCE CLAIMS. The SELLER and the BUYER will cooperate in the proceedings, documentation, and delivery of evidence and processing of insurance claims concerning FRUIT losses or damages and other mishaps.

9.4 NOTIFICATIONS. The parties designate the following addresses to receive notifications related to this agreement:

The SELLER: Banana International Corporation, Envigado, Colombia, calle 26 Sur # 48-12, Atención Presidente y Secretario General with copies to Banacol Marketing Corporation, Atención Presidente, 2655 LeJeune Road, Suite 1015, Coral Gables, FL 33134.USA

The BUYER: Chiquita International Limited, 7 Reid Street, Suite 109, P.O. Box HM-2181, Hamilton HM JX, Bermuda, Attention: Vice-president, with a copy to Office of the General Counsel, Chiquita Brands International, Inc., 250 East Fifth Street, Cincinnati, Ohio 45202, USA.

The parties may establish, by mutual agreement, alternate notification procedures related to operational aspects. Such agreements must be properly documented.

9.5 FAILURE IN THE EXERCISE OF RIGHTS. The failure by any of the parties to notify or to exert any right under this agreement will not represent a waiver to such right, unless the party that renounces notifies the other in writing. The waiver by any of the parties to any right contemplated in this agreement will not signify a waiver to any right of similar nature that may have developed later. The fact that one of the parties allows, once or several times, the other party to fail to fulfill its obligations or to fulfill them imperfectly or in a manner different from the one agreed hereof, or does not insist on the precise fulfillment of such obligations, or does not exert its contractual or legal rights in an opportune manner, will not create the presumption nor will it be equivalent to a modification of this agreement nor will it hinder this party in any instance, in the future, from insisting on the correct and specific fulfillment of the legal obligations that correspond to the other party or exert the contractual or legal rights to which it is entitled.

9.6 ANNEXES. Each of the annexes indicated hereof is incorporated to this agreement by reference and is an integral portion of this agreement.

9.7 WITHHOLDINGS AND DEDUCTIONS. The SELLER irrevocably authorizes the BUYER to withhold and deduct from the payments the amounts that the SELLER owes the BUYER for FALSE FREIGHT that is properly documented and is accepted by the SELLER in accordance to this agreement. Collections may not be done in a cumulative manner. If the SELLER came to owe money to the BUYER or to a company affiliated with the BUYER for the supply of materials, raw materials or services, the SELLER authorizes the BUYER to perform the corresponding withholdings and deductions from the payments in order to repay the sums owed and overdue.

9.8 INDIVIDUALITY OF THE CLAUSES. In the event that any of the stipulations contained hereof is declared null, the grantors agree that such annulment will not affect this agreement as a whole nor affect the validity of the other clauses of the agreement which have not been declared null.

9.9 ENTIRE AGREEMENT. This agreement and the attached annexes represent the entire agreement between the parties. All previous conversations, communications, statements, promises and declarations, whether written or verbal, between the parties or their affiliated companies and the employees, agents or representatives of such, are contained in this agreement. Except by explicit provision in the agreement, any modification to this agreement must be made in writing and signed by both parties.

9.10 DISCLOSURE OF FINANCIAL STATEMENTS. By request of the SELLER, the BUYER will provide its current individual financial statements and those of its guarantors to the banks and other organizations that the SELLER may contact to obtain financing. The financial statements must be specific for the BUYER and its guarantors but not consolidated for the entire group of the BUYER, unless this is explicitly requested. Additionally, the BUYER must provide the best cooperation by its financial people and other employees to handle the concerns and requirements that these financial organizations may have.

9.11 CONFIDENTIALITY. While this agreement is in effect, the parties commit to maintain its content confidential vis-à-vis third parties, except by written authorization of the other party, an order from a competent authority or a requisite established in a legislation or regulation such as those issued by the Securities and Exchange Commission of the United States of America. The confidentiality obligations of each of the parties under this agreement will survive the termination date of this agreement.

9.12 CONTRACTUAL GOOD FAITH. This agreement is entered on the basis of the good faith of both parties in developing the contract, and the parties should avoid, within the frame of the law, any behavior in the setting of prices whose objective violates American federal and state legislations, such as predatory prices and unfair competition as an integral part of the “Stock Purchase Agreement” business referenced in the header of this agreement and in the pineapple supply agreement derived from the Stock Purchase Agreement.

9.13 APPLICABLE LAW. This Agreement will be interpreted according to the internal laws of the State of Florida without enforcement of any decision or conflict in relation to legal provisions or rules (whether from the State of Florida or from another jurisdiction) that might lead to the application of the laws from a jurisdiction other than the State of Florida.

9.14 TAXES. The BUYER and the SELLER agree to comply individually and the portion corresponding to each party, with the laws and tax provisions that pertain to the parties, this agreement or the profits derived from this agreement. The BUYER and the SELLER state that they will pay each and all present and future taxes on income, profits and sales that are applicable to them for any legal reason.

9.15 COMPLIANCE WITH LAWS AND REGULATIONS. Both parties state that they will obey all the laws, regulations, agreements and other provisions that are applicable to them now or during the term of this agreement.

9.16 EFFORTS TO FIGHT ILLICIT DRUG TRAFFICKING AND OTHER TYPES OF SMUGGLING. The parties agree to cooperate in order to establish and maintain adequate controls throughout the chain of operations to limit as much as possible the shipment of illegal drugs or other types of smuggled goods in the freight delivered to the BUYER at the PORT OF LOADING

10. CLAUSE TEN: TERM OF THE AGREEMENT

10.1. TERM. This agreement will be in effect from January 1, 2008 to June 28, 2012. An early termination of the pineapple supply agreement entered between the SELLER and Chiquita Frupac, Inc., imputable for any reason to one of the parties, will confer the non-guilty party the option to end this agreement or to carry on with its execution. This decision must be made within the three (3) months following the statement of breach of the pineapple agreement by means of an arbitration decision issued by an pre-agreed arbitration court, unless said decision is unnecessary due to the fact that it is a termination based on a total suspension of the pineapple agreement that extends for more than twelve months, and therefore the termination of this agreement could occur immediately after deeming such pineapple agreement concluded.

10.2. GRADUAL TERMINATION. Despite the provisions in the preceding section, the BUYER has the option, a minimum of six (6) months before the termination of this agreement and by means of a written notification to the SELLER, to decide to continue this agreement with respect to the Basic Volume for three years in addition to the agreed term, through a gradual reduction of the Basic Volume at the rate of twenty-five percent per year starting on the first additional year (seventy five percent of the Basic Volume the first year, fifty percent of the Basic Volume the second year and twenty-five percent of the Basic Volume in the third year), with the prices agreed hereof or with a price equal to the lowest price in other contracts that have at least two years remaining at the termination date of this agreement and that the SELLER has with other banana buyers in Colombia. If the BUYER exercises this gradual termination option, the SELLER will have the right to demand the fulfillment of the gradual termination option included in the International Pineapple Purchase Agreement between the SELLER and Chiquita Frupac, Inc., signed on this same date. If Chiquita Frupac, Inc. refuses the gradual termination of this International Pineapple Purchase Agreement, the SELLER is excused from executing the regulated gradual termination included in this clause.

10.3. UNFORESEEN CIRCUMSTANCES. The parties specifically agree that the fact that, at any given moment, this agreement may cause losses to the BUYER or the SELLER or its execution may be onerous to any of the parties will not constitute a cause to request its termination, renegotiation or modification. The parties relinquish explicitly and in advance any right or prerogative to request a revision of the agreement that they may have due to such events.

11. CLAUSE ELEVEN: ARBITRATION the parties agree that all or any of the conflicts, disputes or claims related to this agreement, including but not limited to its existence, validity or completion, or concerning the breach of the agreement and especially its objective, interpretation, application or execution, will be solved by means of arbitration under the rules, at and administered by the American Association of Arbitration (AAA), and in accordance with their procedural rules. Despite the above statement, the parties at any time will be able to examine, in the most objective and friendly spirit, any divergences that might arise in relation to this agreement. The arbitration must take place in the city of Miami, in the State of Florida, United States of North America. Therefore, the parties waive the forum and laws of their respective domiciles and any other jurisdiction that could correspond to them and will submit any controversy related to this agreement to arbitration that must be subject to the following applications:

• The arbitration board will consist of three arbitrators selected using the procedures of the American Arbitration Association (AAA).

• Despite the above, with regard to precautionary measures, such as attachments, suspension, conservatory measures, bonds, declarative measures, taking of evidence, searches, they may be processed in any competent court in the world. This provision will also be applied in relation to payments received, and to be received, by the SELLER or owned by the BUYER anywhere in the world and to the precautionary procedures related to them.

The notes of the arbitration will be taken in the Spanish language and all the referees must be fluent in Spanish. All submissions must be submitted in Spanish. All the expenses, costs and legal fees incurred will be paid by the party that incurs them. The costs of the arbitration (including registry fees) will be shared equally by the parties in litigation.

12. CLAUSE TWELVE: PENALTY CLAUSE. Breach of this agreement declared in an arbitration decision according to the procedure established in clause eleven above, that results in the termination of the agreement under Clause Eighth, Section 3, will force the noncompliant party to pay the other party a penalty in funds available immediately and equivalent to [*] for each box of basic volume bananas that was not delivered during the rest of the initial term of this contract. This penalty will constitute the sole and definitive payment for the totality of damages to which the affected party may have rights to, including any damage for collateral, possible or consequential damages. The payment of this penalty will release the noncompliant party from the fulfillment of any other obligation arising from this agreement. Additionally, the affected party will have the right to deem concluded, without liability on its part, or to continue demanding, to its choice, the fulfillment of the international pineapple purchase agreement, signed on this same date, between Chiquita Frupac, Inc and Banana International Corporation.

13. CLAUSE THIRTEEN: ANTICORRUPTION. The parties, by mutual agreement, explicitly agree to the following:

13.1. Concerning all and each of the activities which the SELLER and the BUYER (including not only this one but all the companies that conform the CHIQUITA BRANDS Group) can perform in relation to the execution of this agreement, the SELLER and the BUYER must comply with all applicable laws, statutes, standards and regulations, of any governmental authority that has jurisdiction over these activities.

13.2. In relation to each and all of the activities that the SELLER and the BUYER can perform in connection with the execution of this agreement, they commit to:

(i) Not participate or become involved in any Prohibited Conduct (as defined below);

(ii) take all necessary measures to assure that the BUYER, the SELLER, and affiliate PRODUCERS, nor their partners who exercise control, directors, employees, agents or any other person who acts directly on behalf of the BUYER or the SELLER, participates or becomes involved in any Prohibited Conduct;

(iii) notify the other party immediately about any information indicating the occurrence of a Prohibited Conduct that could be attributed to the SELLER or to the BUYER;

For the purposes of this section, “Prohibited Conduct” means any action of:

(i) payment or provision of;

(ii) authorization to pay or to provide, or

(iii) offer or promise payment of money or any other thing of value, to any Prohibited Recipient, in order to induce the Prohibited Recipient to perform or omit an action that violates the legal obligations of the Prohibited Recipient with the purpose of directly or indirectly benefiting the SELLER or the BUYER.

For purposes of this section, “Prohibited Recipient” means

(i) An official or employee of:

(a) a Government entity, whether national, regional or departmental, of an agency or company of owned or controlled by the Government,

(b) a political party, or

(c) an international public organization;

(ii) any person who is or acts as a government authority, for or in representation of any of the organizations mentioned in the previous sub-clause (i); and

(iii) any candidate to a government position

13.3 Upon request by one of the parties, the other party must provide a formal certification regarding the continued accuracy of its statements and stipulations regarding compliance with the obligations established in Sections 1 and 2 above.

Despite any provision to the contrary contained in this agreement, the parties accept that in the event that they violate any of these statements and stipulations or any of such obligations, the other party will have the right to deem this agreement terminated immediately, with no need of a prior court ruling and without any legal liability on its part.

14. CLAUSE FOURTEEN: GUARANTEES OF FULFILLMENT OF THE AGREEMENT. The Colombian corporations EXPOBAN S.A., EL CONVITE S.A., CENTURIÓN S.A., RIO CEDRO S.A. and AGRICOLA EL CARMEN S.A., all domiciled in Envigado, inform that they supply fruit to the SELLER and that they know the terms and conditions of this banana purchase agreement, which they accept to fulfill faithfully becoming guarantors and joint and several surety responsible for its fulfillment with regard to the BUYER, becoming individually responsible for the payment of any amount of money that the SELLER owes the BUYER for any reason, whether unpaid balances of any nature or indemnification for damages caused by the breach of this agreement.

In witness hereof, this agreement is signed on January 25, 2008

THE SELLER:		THE BUYER:
BANANA INTERNATIONAL CORPORATION		CHIQUITA INTERNATIONAL LIMITED
FOR:	/s/ Victor Henríquez Velasquez	FOR:	/s/ James W. Parker
Name:	VICTOR HENRÍQUEZ VELASQUEZ	For:	JAMES W. PARKER
Title:	President	Title:	Vice President

THE GUARANTORS,
EXPOBAN S.A.
EL CONVITE S.A.
CENTURIÓN S.A.
RÍO CEDRO S.A.
AGRÍCOLA EL CARMEN S.A.
For :	/s/ Jorge Alberto Cadavid Marín
Name:	JORGE ALBERTO CADAVID MARÍN
Title:	Legal Representative

EX-10.23

EXHIBIT 10.23

CHIQUITA BRANDS INTERNATIONAL, INC.

LONG-TERM INCENTIVE PROGRAM

2008–2010 TERMS

1. General. Chiquita Brands International, Inc. (the “Company”) has established a Long-Term Incentive Program (the “LTIP”) under the Company’s Stock and Incentive Plan (the “Stock Plan”). These 2008-2010 Terms (the “Terms”) set forth the terms of Awards to be granted for the three-year period 2008-10 under the LTIP. Awards so granted are intended to be “performance-based compensation” for purposes of Section 162(m) of the Internal Revenue Code. Except as otherwise provided in these Terms, all Awards shall be subject to, and entitled to all applicable rights and benefits provided in, the LTIP and the Stock Plan. All capitalized terms not otherwise defined in these Terms shall be as defined in the LTIP and the Stock Plan.

2. Eligibility for Awards.

a. Each Participant listed on Schedule A shall be eligible for an Award under these Terms (an “Award”) for the period commencing January 1, 2008 and ending December 31, 2010 (the “Performance Period”). Such Awards shall be determined in accordance with Schedule B based on achievement of the applicable Performance Measures set forth therein.

b. If a Participant’s employment is terminated for Cause during the Performance Period, the Participant shall not be entitled to any Award for that Performance Period. If a Participant’s employment terminates during the Performance Period for any reason other than for Cause, the Participant’s Award shall be payable as though the Participant was employed on the last day of the Performance Period, but subject to such reduction or voiding of the Award as the Compensation Committee of the Company’s Board of Directors (the “Committee”), in its absolute discretion, determines to be appropriate. Subject to paragraph 3, any portion of an Award not so voided shall be deliverable to the Participant at such time and on such terms as the Committee shall determine.

3. Performance Measures. A Participant shall be entitled to receive an Award only if the Committee has determined that the applicable Performance Measures for the Performance Period have been achieved. Such determination shall be made as soon as practicable after the end of the Performance Period. To the extent that the Committee exercises discretion in making such determination, such exercise of discretion may not result in an increase in the amount of any Award.

4. Determination And Distribution of Awards.

a. All Awards shall be paid in Shares of Common Stock of the Company. At the beginning of the Performance Period each Participant shall be granted a Financial Performance Award Opportunity equal to a maximum of 200% of the number of Target Award Shares set forth opposite such Participant’s name on Exhibit A. The number of Shares of Common Stock, if any, awarded to each such Participant after the end of the Performance Period shall equal the Participant’s Target Award Shares multiplied by the applicable Percent of Target Award that corresponds to the Performance Measure achievements calculated by the Committee as set forth on Exhibit B. The Committee shall have the discretion to reduce actual Awards based on such Company performance and other factors as it determines to be appropriate.

b. Awards of Shares of Common Stock shall be delivered to Participants as soon as practicable after the date on which the determination described in paragraph 3 above has been made.

5. Additional Participants. Each person who becomes an “executive officer” (as such term is defined Rule 3b-7 under the Securities Exchange Act of 1934, or any successor provision) of the Company after February 14, 2008 and prior to July 1, 2010 shall become a Participant eligible for an Award under the Plan. The Committee shall establish a number of Target Award Shares applicable to such Participant within 30 days after he or she becomes an “executive officer” on the following basis:

• For a Participant who becomes an “executive officer” prior to July 1, 2008, the number of Target Award Shares shall be determined as if he or she was an eligible Participant at the beginning of the Performance Period.

• For a Participant who becomes an “executive officer” on or after July 1, 2008 and prior to July 1, 2010, the number of Target Award Shares shall be (a) the number determined as if he or she was an eligible Participant at the beginning of the Performance Period, reduced by (b) 1/36^th for each full month that elapsed from the beginning of the Performance Period until such Participant became an “executive officer.”

The Committee shall also have the discretion to add additional Participants who are not “executive officers” on the same basis as applies to “executive officers.”

6. Amendment. The Committee may amend the provisions of these Terms and the attached Schedules to reflect corporate transactions involving the Company (including, without limitation, any acquisition, divestiture, stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares); provided that such amendment may not be adopted on a date or in a manner which would adversely affect the treatment of the Award as Performance-Based Compensation.

7. Approval. The provisions included in these 2008-2010 Terms were approved on February 14, 2008.

EX-10.41

EXHIBIT 10.41

EMPLOYMENT CONTRACT

BETWEEN: Chiquita International Services Group N.V. (C.I.S.G.), with principal office at Antwerp, Rijnkaai 37;

Represented for the purposes of this agreement by Robert Kistinger, in his capacity as President and C.O.O.;

referred to hereinafter as the “THE COMPANY”;

AND: Michel Loeb, Rue Franz Merjay 97,1050 Brussels;

referred to hereinafter as the “THE EMPLOYEE”;

HAS THE FOLLOWING BEEN AGREED:

DEFINITIONS

For the purposes of the interpretation, construal and application of this agreement the following are to be understood as defined below:

• Group: the entirety of the companies as well as each company separately that belong to the same financial and economic group as the Company;

• Enterprise: the enterprise or enterprises exploited by the Company;

• Information: information of a commercial, technical, strategic or financial nature relating to the Company or the Group, or the business partners or employees of one or both of them that the Employee night learn of during the performance of or on the occasion of this agreement, regardless of the form this information may take (word of mouth, electronic, written text, and similar).

• Confidential Information: all information, with the exception of that information that the Employee may show to have been made public by the Company or the Group hitherto.

ARTICLE 1—SUBJECT

The Company takes the Employee into its employ and the Employee will work for the Company for an indefinite period of time in the capacity of President of Chiquita Fresh Europe subject to the conditions set out in this contract. The Employee commences his employ on 1 January 2004.

Depending on the needs of the Enterprise, the Company may give the Employee other responsibilities or instructions. The Employee will, having regard to his function and remuneration, be flexible with respect to the responsibilities and instructions given to him to the extent that these correspond to his qualifications and that they do not give rise to a reduction in remuneration.

Employee will devote 60% of his working hours in Belgium to the Company and will be remunerated accordingly. The other 40% of his working hours will be shared between two other Group companies, namely Chiquita Nederland (Chiquita Banana Company B.V.) and Chiquita UK (Chiquita England Ltd), in accordance with the work performed by the Employee on behalf of these companies.

ARTICLE 2—PLACE OF WORK

The Employee will perform his work in Belgium and in the various countries where the Group has its activities.

The place of employment is not an essential element of this contract. The Company therefore reserves the right to put the Employee either provisionally or permanently to work in any other place.

The Employee agrees to travel in Belgium and abroad for the purpose of the performance of his instructions and his responsibilities.

Employee expressly agrees to any change in the place of his employment and potential business-related travel.

ARTICLE 3—HOURS OF EMPLOYMENT

The Employee occupies a managerial position or position of confidence in the Company within the meaning of the Royal Decree of 10 February 1965. Consequently the legal provisions on hours of employment are not applicable to him.

The pay of the Employee as determined in this contract takes account of any additional services. Consequently any performance of additional work cannot give rise to any additional claims for remuneration on the part of the Employee.

ARTICLE 4—GENERAL OBLIGATIONS OF THE EMPLOYEE

The Employee will serve the interests of the Company and the Group in all circumstances and at all times.

The Employee will perform all tasks entrusted to him by the Company. The Employee will always show the care and concern of a prudent businessman in the performance of same.

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Employee will immediately communicate all information to the Company that Company may request of him and will comply faithfully with all instructions that may be given to him.

ARTICLE 5—BELGIAN SOCIAL SECURITY

Further to the applicable European regulations on social security, EEC VO 1408/71, the Employee falls exclusively under the Belgian social security arrangements by reason of his domicile in Belgium.

With respect to all contacts with the social security administration, the Company will act as the representative of the other companies of the Group for which the Employee works, and will make all the necessary declarations, complete all formalities and make all payments in their name and on their behalf, subject to the requirement incumbent on the other companies of the Group to reimburse the Company for the payments made in proportion to the services supplied by Employee.

Should the Belgian system of social security no longer be applicable, for example in consequence of the removal of the Employee to another country, the company of the country to which the Employee has moved shall then act as the representative of the Company in its contacts with the local social security administration.

ARTICLE 6—REMUNERATION

§1 Fixed Pay

The Company will pay the Employee a monthly gross wage of EUR 10,345 EUR in 12 monthly installments. The wage is payable on the last day of the month. The right to pay indexation and the methods of calculating and granting same are governed by the provisions of CLA 218, which is applicable to this category of employment. (CLA = Central Labour Agreement).

§2 Holiday Pay

The Employee is entitled to the legal holiday pay in accordance with Belgian law.

§3 End-of-year Bonus

The conditions of granting and paying an end-of-year bonus are governed by the provisions of the applicable CLAs. In the event that the Employee no longer works for the Company when the end-of-year bonus is paid, he is entitled to a bonus that reflects the number of months for which he has worked for the Company in that year.

§4 Payment

The pay, holiday pay, and any end-of-year bonus will after the deduction of all social security contributions and prepaid income tax be credited to Employee’s bank account, the number of which is xxx-xxxxxxx-xx.

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ARTICLE 7—MANAGEMENT INCENTIVE PLAN

Employee takes part in the Management Incentive Plan (M.I.P.), to the extent that Employee complies with the conditions of the M.I.P. as determined by the Company. The bonus target is 70% of the annual salary and is dependent on the work performed by the Employee and the results of the Company.

The Employee is entitled to a pro rata temporis allocation of said bonus, if he is no longer in the employ of the Company on the normal date of payment of this bonus, unless he has been dismissed for pressing reasons. Consequently, the Employee will receive a bonus that reflects his participation in the M.I.P.during the year of his departure to the extent that the Employee should have a right to a bonus in accordance with the conditions of the M.I.P.

The Company may review the parameters of the M.I.P. at all times and may even decide to suspend the M.I.P.

ARTICLE 8—LONG TERM INCENTIVE PLAN

The Employee takes part in a renewable three year incentive programme in accordance with the conditions set out in the long term incentive plan.

The Employee is entitled to a pro rata temporis allocation of said bonus, if he is no longer in the employ of the Company on the normal date of payment of this bonus, unless he has been dismissed for pressing reasons or left the employ of the Company before October of the year concerned. Consequently, the Employee will receive a bonus based on the operating results of the year concern and in accordance with the duration of his participation in the long term participation plan in accordance with the conditions of the long term incentive plan M.I.P.

The Company may review the parameters of the long term incentive plan at all times and may even decide to suspend the long term incentive plan.

ARTICLE 9—RESTRICTED STOCK AWARD

On 1 January 2004 Employee was allocated a restricted stock award of 17,000 units of Chiquita Brands International, Inc. common stock. Ownership of these shares becomes effective at the rate of one quarter (1/4) per annum upon the anniversary of the allocation date. Once these shares have been fully and finally acquired, they are freely negotiable.

If in the meantime the employment contract with the Employee should be terminated, the rights to the nonacquired shares will lapse.

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ARTICLE 10—COMPANY CAR

The Company makes a company car available to Employee of the type Mercedes CLK 270 CDI (or equivalent) for the purposes of his professional activities.

The Employee is aware that the car policy is not a static element, but is subject to any changes in the law and changes in leasing conditions. Parties therefore confirm that the Company has the right to change the car policy in relation to the needs incumbent on the enterprise. The Employee expressly agrees to any technical changes to the car policy that do not give rise to any real change in the company car made available to him. He also agrees that in the event of new lease conditions being imposed on the Company, these may and/or will be imposed on or charged to the Employee.

The Company and the Employee acknowledge that the granting of and the conditions and procedures relating to the company car as contained in this contract, the car policy and the conditions imposed by the leasing company do not constitute an essential part of the Employee’s employment contract.

Employee agrees to use the company car as a prudent car owner in accordance with the guidelines set out in the car policy of the Company. The Employee acknowledges receiving a copy of the car policy, being aware of its content, being in agreement with this content and agreeing to abide by the rules of the car policy.

The Employee is allowed to use the company car for private purposes, in accordance with the conditions of and provisions set out in the car policy. The benefit this represents will be declared in accordance with the tax regulations in this respect.

ARTICLE 11—LUNCHEON VOUCHERS

For every day effectively worked by the Employee he will receive a luncheon voucher made out to his name. The condition of the personal allocation of the voucher is met when its allocation and the details referring to same appear on the individual account of the employee in accordance with the regulations concerning the maintenance of social documents.

The luncheon vouchers will be handed to the Employee every day in relation to the work assumed to have been effectively performed. The number of vouchers is adjusted to match the number of days effectively worked at the very latest on the last day of the month following the quarter under consideration.

A luncheon voucher has a nominal value of EUR 5.50. This value may be adjusted during the course of the contract. The contribution of the Company is EUR 4.41 for each voucher while that of the Employee is EUR 1.09. The Employee gives his express agreement to the deduction of aforementioned sum, multiplied by the number of luncheon vouchers awarded every month, from his net monthly pay.

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The luncheon voucher clearly states that its period of validity is limited to three months and that it may only be used for the payment of a meal or for the purchase of consumable food.

The contract relating to luncheon vouchers can be terminated from year to year. The Employee expressly agrees that the object of the luncheon voucher contract does not give rise to any rights in the future at the time that the contract relating to the luncheon vouchers should cease to be in effect.

ARTICLE 12—GROUP INSURANCE AND PENSION PLAN

The Company has taken out a group insurance policy on behalf of all its salaried personnel with:

• AG Fortis (Chiquita International Benefit Plan) policy number XXXX; and

• AXA policy number XX.XXXX.XX.

Employee expressly agrees to join this group insurance plan such as it applies within the Company in accordance with the specific regulations of all current or future group insurance plans. The Employee agrees to the deduction of his personal contributions from his net pay, as provided for in the applicable group insurance regulations or in any annexes to these regulations.

The Employee acknowledges having a received a copy of the group insurance regulations. In consequence of the act of signing this contract Employee expressly accepts all provisions of these regulations and every future regulation. The inclusion of the benefit of the group insurance in this contract cannot create any additional right on the part of Employee other than those granted to him by the group insurance regulations. Nor can the rights that the Company can draw on the basis of the group insurance regulations or the law be curtailed by the inclusion of the benefit in this contract.

By participating in the Group Insurance Plan Employee also takes part in a supplementary medical plan that covers hospital and invalidity and in MEDEX (travel cover offering easy access for medical emergencies).

Because in the event of sickness and invalidity the Company assumes via the group insurance plan the burden of additional compensation in addition to the legal compensation in the event of sickness and invalidity (with a ceiling of a maximum salary of EUR 136,000), the Employee cannot make any claim for the legal provisions for sickness and invalidity in the other countries where he provides his services on behalf of Group companies.

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ARTICLE 13—ADDITIONAL BENEFITS

§1 Definitions

For the purposes of this article, the following definition applies:

• Additional benefit: every bonus or benefit to which the Employee has no entitlement by reason of law, applicable CLAs or thus contract.

§2 Award and withdrawal

The Company has the right to grant an additional benefit to Employee subject to the conditions that Company shall define. The Company also has the right to suspend the granting of an additional benefit without being required to explain its reasons for this to the Employee. The Company can unilaterally change or revoke the conditions of award that it has defined. The Employer acknowledges the independence of the Company in this respect,

The Employee can assert no rights in respect of an Additional Benefit. Parties expressly agree to exclude “usage” as a source of any right to an Additional Benefit.

Nor can Employee assert any right calculated on a pro rata temporis basis to an Additional Benefit in die event of his leaving the employ of the Company.

ARTICLE 14—DAYS OF HOLIDAY

The Employee has a right to fourteen days of holiday every year for the work he performs in Belgium, which corresponds to 60% of the days of holiday to which the Employer would normally be entitled, as he performs 60% of his working hours for the Company. The number of days of holiday is thus determined in accordance with the work performed by Employee.

Holiday must be taken in the calendar year in which the right arises. The time when holiday may be taken will be determined in advance in mutual consultation.

ARTICLE 15—SICKNESS AND ACCIDENT

The performance of the employment contract is suspended in the event of incapacity for work by reason of accident or sickness.

In such cases the Employee will immediately inform the Company so that the Company can take suitable measures in order to secure the continuity of its activities. Sickness or accident must be attested to by means of a medical certificate supplied within a period of 48 hours to the Company.

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ARTICLE 16—EXCLUSIVITY

Employee acknowledges and accepts that on the one hand the instructions and responsibilities given to him are based on the assumption, and on the other hand the remuneration granted to him is determined in such a way, that the Employee makes the entirety of his professional activities and skills available to the Company and the Group.

The Employee will submit the performance of every other professional activity to the prior approval of the Company. The Company may withhold this approval without stating its reasons or make this approval subject to certain conditions.

Such approval is required for every professional activity, remunerated or otherwise, that:

1. is exercised directly by Employee as a self-employed person or as an employee, agent, or representative of a company or incorporated or de facto association; or,

2. is exercised indirectly through the intermediary of a company controlled by the Employee or incorporated or de facto association.

The Company is aware that the Employee is the director-manager of EMC2 Management sprl. Nonetheless Employee undertakes not pursue any activities that conflict with (i) the interests of the Company or the other Companies of the Group or (ii) the provisions of this contract.

ARTICLE 17—CONFIDENTIALITY

During the course of the performance of this employment agreement Employee

• shall not disclose any Confidential information to any third party;

• not use any Confidential information for his own purposes (gainful or otherwise) or for the purposes of third parties (gainful or otherwise).

After the termination of the employment contract, Employee

• shall not disclose any confidential information to any third party whatsoever,

• not use any Confidential information for his own purposes (gainful or otherwise) or for the purposes of third parties (gainful or otherwise);

• shall spontaneously, or in the absence of same, upon the first request of the Company or associated companies, return all Confidential information to the Company or to the associated companies, regardless of the medium in which this Confidential information is contained;

• shall inform his new employer or principal of these obligations.

Any breach of the undertakings mentioned in this article will give rise to compensation based on the extent of the harm truly

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incurred payable by Employee and gives the Company or the Group the right to seek such compensation. Furthermore the Company or the Group will, without any prior formal notification being required, be entitled to take all other measures (seek cessation, interlocutory proceedings, etc.) in order to preserve its rights in respect of Confidential Information.

ARTICLE 18—TRANSFER OF INTELLECTUAL PROPERTY RIGHTS

§1 Definitions

For the purposes of this article the following definition applies:

• Intellectual property rights: copyrights, patent rights, rights to models, brand name rights, rights sui generis, and all other possible intellectual property rights and associated rights to works, services, creations, computer programs, studies, research, embodiments or inventions and similar.

§2 The Transfer

The Employee transfers all intellectual property rights established during the course of the implementation of his employment agreement and within the scope of its application, irrevocably and unconditionally as of their creation to the Company to the widest possible extent, that is to say for all methods and forms of exploitation whether currently in existence or to be developed in the future, for the entire duration of such rights and throughout the entire world.

§3 Exploitation

Only the Company has the right to determine if, when and how the work to which the transferred rights relate will be exploited, such as the among other things but not exhaustively the following:

i. by means of paper media, such as books, magazines, brochures and similar;

ii. by means of computerized media, such as diskettes, compact disks, software programs, networks and similar;

iii. by means of public information and study sessions and similar.

Even unexploited works and the right thereto continue to remain the Company’s exclusive property, and without prejudicing the right of the Company to transfer same.

§4 Remuneration

The Company will pay the Employee-author for every exploitation of a copyright protected work, with the exception of computer programs and databases having regard for the legal assumption of transfer applicable to same, by means of a form unknown at the

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time of the establishment of this agreement, remuneration of 5% of the net profit realized by the form of exploitation. This remuneration will, however, be limited to a sum that corresponds to 10% of the gross monthly pay most recently received.

§5 The Name

The Company is entitled not to mention the name of the Employee and also to modify the work and/or to cause it to be modified to the degree that the Company deems necessary for the exploitation of the work, without prejudice to the right of Employee to oppose every distortion, mutilation, or other change to his work and every alteration of the work that could harm his honour or reputation. Parties hereby expressly agree that if a work appears without any mention of the name of Employee, this cannot give rise to any harm to his honour or reputation.

§6 Help by the Employee

The Employee undertakes to give the Group all the necessary help needed to obtain the rights to relevant legal titles, in particular by signing the necessary documents and by taking part in procedures to obtain said rights or titles.

§7 Acquisition of Rights

Employee declares and if necessary guarantees that he rightfully owns or has acquired the author’s rights to the works he has brought into being, such as are offered to the Company, as well as to all elements (such as photographs, graphic elements, illustrations, charts, etc.) of which these works, as offered to the Company, consist. Moreover he confirms that the entirety of the works created by him, including the photographs, graphic elements, illustrations, charts, etc. as offered to the Company do not constitute a breach of any copyright or any other rights of third parties, of any legislation (for example concerning public policy or good morals), and that insofar these works include portraits, the express prior permission required by the law for the publication of these portraits or illustrations has been obtained.

ARTICLE 19—FEES AND TIPS

In no circumstances whatsoever will the Employee accept, either directly or indirectly, a commission fee, a tip, or payment, whether in monies or in kind, from any person who has or might have a professional relationship with the Company or the Group.

ARTICLE 20—TERMINATION OF THE AGREEMENT

Notice by the Employee

The Employee may terminate the employment contract subject to notice given to the Company or subject to the payment of compensation in lieu of notice. The applicable period of notice is determined in accordance with Article 82 of the Law on the Employment Contract of 3 July 1978.

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Notice by the Company

Parties expressly agree that, unless the contract is terminated immediately for pressing reasons, the Company may terminate the contract at all times subject to the service of a period of notice of:

• 15 (fifteen) months as long as employee has less than 6 (six) years seniority with the Company at the time of termination;

• 15 (fifteen) months, to be increased by one month for each year of continuous service at the time of the termination, as soon as the employee has at least 6 (six) years of seniority with the Company

The Company may also opt for the payment of the compensation corresponding to the required period of notice.

Impact on the employment contracts with the other companies of the Group

The various employment contracts must be regarded as being inseparably linked to one another. Consequently the termination of one employment contract automatically entails the termination of the other contracts, regardless of which party terminates the contract, unless this should conflict with the obligatory provisions of law of the country in which the Employee delivers the services of his employment, and with the exception of the event of the replacement of an existing employment contract with the Company, Chiquita England or Chiquita Banana Company by an employment agreement with another company in the Group.

The termination of one employment contract by the Employee will therefore be regarded as the automatic termination of the agreements with the other employers.

If in the event of the termination of the employment agreement by the Company or another company of the Group, the Employee has the right to a termination payment, all compensation paid to Employee in another country, will be set against the termination payment payable under Belgian law.

ARTICLE 21—PRESSING REASONS

The Company may immediately terminate this agreement without notice or termination payment, should a grave error on the part of Employee or the behaviour of the Employee make all further professional association between the parties to the employer-employee relationship immediately and irrevocably impossible.

The eventualities set out below are examples of pressing reasons that would give rise to the immediate termination of the contract:

1. Every breach by the Employee of his obligations set out in this agreement;

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2. Every breach of the confidentiality requirement by Employee;

3. Every breach of the obligation not to receive any commission fee or payment;

4. Every falsification of documents or fraud;

5. Every abuse of the credit cards or funds of the Company or the Group;

6. Every criminal act that is of such a nature that the trust between parties would be irrevocably harmed or which the reputation would harm the reputation or image of the Company or the Group;

7. Every unjustified absence during a period of three successive days;

8. Every public statement that could harm the reputation or image of the Company or the Group; or

9. Every breach by Employee of the intellectual property rights of third parties.

ARTICLE 22—OBLIGATIONS OF THE EMPLOYEE IN THE EVENT OF TERMINATION

In the event of the termination of this contract regardless of the reason for same, Employee will immediately:

• return all visiting cards and credit cards issued by the Company or by the Group;

• return without making copies of same all documents containing Information or Confidential information that may be in his or her possession, the keys to the offices of the Company, the company car, as well as all objects, materials and equipment of the Company that may still be in his or her possession and which belong to the Company or the Group.

Every agreement or arrangement reached between parties relating to the termination of this contract will be handled as Confidential Information, to which the confidentiality provisions of this agreement are applicable.

ARTICLE 23—UNFAIR COMPETITION

Employee acknowledges and is aware that the law forbids, even after leaving the employ of the Company, to disclose manufacturing secrets, business secrets, or secrets in connection with personal or confidential matters that the Employee could have become acquainted with during the course of the exercise of his professional activities. The Employee moreover acknowledges and is

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aware that the distribution of manufacturing secrets is subject to criminal sanction (Article 304 of the Penal Code). The Employee acknowledges and is aware that defamation and calumny are subject to criminal sanction (Articles 443, 444, and 445 of the Penal Code).

The Employee also acknowledges that it is forbidden to commit acts of unfair competition and to cooperate with same. The following acts are examples of unfair competition:

1. the use of Confidential information in the personal interest of the Employee or in the interest of every other person other than the Company or the Group;

2. the use of the name or the logo of the Company or the Group in his personal interest or in the interest of any other natural or juristic person other than the Company or the Group;

3. ever act that could give rise to confusion among the customers or suppliers of the Company or the Group concerning the activity of the Employee or the activities of the Company or the Group;

4. every attempt to persuade or encourage one or more employees of the Company or Group to leave their respective employers.

In the event of unfair competition by the Employee, the Company will have the right to seek compensation equal to the loss and harm it has sustained.

ARTICLE 24—DIVERGENT NON-COMPETITION CAUSE

§1 Background

The Company:

• deploys it activities internationally, or

• has significant economic, technical or financial interests in international markets, or;

• its own research department or a service that designs original industrial models.

The Employee may be employed on works that make it possible for the Employee to become either directly or indirectly aware of practices specific to the Company, and which if used outside the Company could be disadvantageous to the Company.

§2 Purpose

For this reason Employee undertakes, in the event of the termination of this agreement, not to compete with the Company. Here no

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distinction is made between the fact of whether this competition is fair or unfair, is direct or indirect, or if it is carried on for the Employee’s own account or for that of a third party. All are forbidden.

This undertaking relates to:

• activities similar to those exercised by Employee with the Company, subject to the additional condition that the activities exercised with the new employer are similar to those exercised at the Company.

• Belgian territory and all member states of the European Union.

• a period of 12 months counting from the date on which the employment relationship came to an end.

§3 Conditions of Application and Procedures

This undertaking is nonetheless not applicable when the Employee puts an end to the employment agreement by reason of pressing reasons due to the Company.

The procedures of this clause are governed by the applicable CLAs. Parties agree that if a new CLA should limit the procedures of this clause, the clause shall be restricted so that it conforms to the new CLA.

§4 Waiver-compensation-sanction

The Company has the option of waiving the application of this clause in writing during a period of 15 days following the termination of the employment agreement.

When the Company does not waive the application of this clause, the Company will be liable to Employee for a single and contractually determined sum of compensation equal to 50% of the basic pay corresponding to the duration of the application of this clause. Account is taken of the gross basic pay of the Employee at the time of his departure from the Company.

Should the Employee breach this clause, he will be required to pay the Company the same compensation as that mentioned above, increased by an equal sum by way of compensation. The Company has the right to seek greater compensation on the basis of the real damage sustained by the Company which it can show that it has suffered.

ARTICLE 25—EMPLOYMENT REGULATIONS

The Employee declares that he has received a copy of the employment regulations.

ARTICLE 26—APPLICABLE LAW

This contract and the contracts agreed with the companies of the Group are governed by Belgian law.

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Nonetheless local law will be applicable regarding those provisions concerning working hours, number of holidays, and safety to the extent that the employee performs work outside Belgium.

ARTICLE 27—COMPETENT COURTS

Parties expressly agree that all disputes relating to this contract, its formation, implementation, and termination will be submitted exclusively to the Industrial Courts of Belgium.

ARTICLE 28—GENERAL

This contract is the comprehensive arrangement between parties and replaces all earlier contracts, arrangements and correspondence on this subject.

THIS CONTRACT WAS SIGNED AT ANTWERP ON 29/12/2003 IN QUINTUPLICATE. EACH PARTY ACKNOWLEDGES THE RECEIPT OF A COPY BY THE ACT OF SIGNING THIS CONTRACT.

THE EMPLOYEE	THE COMPANY
/s/ Michel Loeb	/s/ Robert Kistinger
Michel Loeb	Robert Kistinger
	President & C.O.O.

(signature preceded by the handwritten

statement “read and approved”) 24/01/2004

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APPENDIX TO THE EMPLOYMENT AGREEMENT OF 29 DECEMBER 2003

The undersigned:

1. Chiquita International Services Group N.V. (C.I.S.G), with registered offices at 2000 Antwerp (Belgium), Rijnkaai 37, registered with the Crossroads Bank for Enterprises under number 0451.808.677;

Represented by William Anast Tsacalis

Referred to as “the Company”;

And

2. Michel Loeb Avenue Jeanne 21/11, 1050 Brussels Belgium,

Referred to as the “Employee”;

Parties hereinafter also jointly referred to as “Parties” and individually as “Party”;

WHEREAS:

A. The Employee is as of 1 January 2004 employed by the Company.

B. In addition to his activities for the Company, the Employee also devotes 40% of his working time to Chiquita Banana Company B.V. and Chiquita England Ltd. Moreover, the Employee is appointed as a non-remunerated Managing Director of Chiquita Banana Company B.V. and Chiquita England Ltd.;

C. As from 1 April 2007 the Employee will be appointed as a remunerated Managing Director of Chiquita Banana Company B.V. by entering into an employment agreement and as a company manager of this company; The employment contract with Chiquita England Ltd. will be terminated. Therefore, the Parties agree to reduce the performances of the Employee set forth in the Employment Agreement of 29 December 2003.

D. The Parties desire to set forth the terms and conditions applying to the Managing Director’s employment in this agreement.

DECLARE TO HAVE AGREED AS FOLLOWS:

1. Object

1.1 As of 1 April 2007 the Employee works for the Company as President Chiquita Fresh Europe.

1.2 The average working time of the Employee equals at least 60% of a full-time employment. His monthly salary will be fixed in compliance with his performances.

1.3 In addition the Parties agree that the Employee will devote 40% of his working time to Chiquita Banana Company B.V.

2. Seniority

2.1 Parties acknowledge and agree that the Employee’s seniority is to be calculated as of 1 January 2004.

3. Salary

As from 1 April 2007 the Employee shall be entitled to a monthly salary of EUR 11,922.41 gross. In addition to this amount the Employee shall be entitled to a year-end-bonus and a single and double holiday leave pay, as well as any other benefit granted under the terms of the Employment Agreement of 29 December 2003.

4. Holidays

Per full year of employment the Employee shall be entitled to 15 holidays, which equals 60% of the number of holidays set forth in the law and the collective bargaining agreements.

5. Pension

The employer commits itself to continue to contribute to the existing group insurance plan.

6. Amendments

The clauses set forth in the Employment Agreement of 29 December 2003 remain fully valid as far as not replaced by the clauses the present Appendix.

7. Applicable law and jurisdiction

The present agreement shall be governed by Belgian law. Any dispute arising in connection with it and which cannot be settled on an amicable basis shall be submitted to the Courts and Tribunals of Antwerp.

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In witness whereof, this agreement has been signed and executed in duplicate in Antwerp on 1 April 2007 each Party acknowledging having received one original copy.

Chiquita International Services Group		M. Loeb
N.V.(C.I.S.G)
	/s/ William Anast Tsacalis	/s/ Michel Loeb
Name:	William Anast Tsacalis
Title:	Directeur

(read and approved)

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CHIQUITA	SCHELLUINSESTRAAT 46-b
BANANA	4203 NM GORINCHEM
COMPANY B.V.	P.O. BOX 59
	4200 AB GORINCHEM
	THE NETHERLANDS

EMPLOYMENT AGREEMENT MANAGING DIRECTOR

The undersigned:

1. Chiquita Banana Company B.V., a private company with limited liability (besfoten vennootschap), incorporated under the laws of the Netherlands, established at Schelluinsestraat 46b, (4200 AB) Gorinchem, the Netherlands, represented by William Anast Tsacalis (‘“the Company”);

and

2. Mr M. Loeb residing at Avenue Jeanne 21/11 (1050) Brussels, Belgium, (“Managing Director”);

parties hereinafter also jointly referred to as “Parties” and individually as “Party”;

Whereas:

A. The Managing Director is as of 1 January 2004 employed by Chiquita International Services Group N.V. a public company with limited liability, incorporated under the laws of Belgium. under this employment agreement in accordance with Belgian law (“Employment Agreement Belgium”) the Managing director devotes 4096 of his working time to the Chiquita Banana Company B.V. and Chiquita England Ltd. The Parties stipulated the employment particulars regarding the Company in a statement of employment particulars within the meaning of article 7:655 of the Dutch Civil Code;

B. The Managing Director is appointed as a non-remunerated Managing Director of the Company by a resolution of the general meeting of shareholders dated 1 January 2004, effective as of 1 January 2004;

C. The parties wish that the Managing Director not only fulfils the title of Managing Director from a corporate law perspective but also from an employment law perspective and therefore to change the Managing Director’s current position into that of remunerated Managing Director of the company; The Managing Director will devote 40% of his working time to Chiquita Banana Company B.V. the Managing Director will not any longer fulfil any function for Chiquita England Ltd.

D. The Parties desire to set forth the terms and conditions applying to the Managing Director’s employment in this agreement.

Declare to have agreed as follows:

1. Date of Commencement of Employment and Position

1.1 The Managing Director shall enter into an employment agreement with the Company in the position of managing director (in Dutch: “statutair directeur”), effective as of 1 April 2007.

1.2 The Managing Director’s place of employment will be the office of the Company in Gorinchem, the Netherlands. The Company will be entitled to change the place of employment after consultation with the Managing Director.

1.3 The Managing Director shall fulfil all obligations vested in him by law, laid down in the articles of association of the Company and in instructions determined or to be determined in a management regulation.

1.4 The Managing Director is obliged to do or to refrain from doing all that managing directors in similar positions should do or should refrain from doing. The Managing Director shall fully devote himself, his time and his energy to promoting the interest of the Company.

1.5 If the Managing Director is a member of the Supervisory Board of another company within the same group (“q.q.-commissariaat”), he will pay the income derived there from to the Company, unless the Company decides otherwise. The Managing Director will not suffer any tax disadvantage.

2. Seniority

2.1 Parties acknowledge and agree that the Managing Director’s seniority is to be calculated as of 1 January 2004.

3. Duration of the Agreement and Notice of Termination

3.1 This agreement is entered into for an indefinite period.

3.2 This agreement shall terminate in any event, without notice being required, on the first day of the month following the date on which the Managing Director reaches the age of 65, unless the Managing Directors pension scheme provides for a different date.

3.3 The agreement may be terminated by either party with due observance of the statutory notice period.

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3.4 At the termination of this agreement the Managing Director shall resign from the Supervisory Board position(s) held by him as referred to in article 1.5 of this agreement.

4. Compensation

The Managing Director’s base salary shall amount to EUR 114.240 gross per year, which shall be paid in twelve equal installments at the end of each month. A bonus, if applicable, will be paid on top of the annual base salary based on the MIP (see article 5). The Managing Director’s salary (“Annual Salary” see article 6) is including this bonus as well as a holiday allowance of eight percent (8%). The general meeting of shareholders of the Company shall duly resolve on the remuneration in accordance with this agreement.

5. Management Incentive Plan

Reference is made to article 7 of the employment agreement of Chiquita International Services Group N.V. and the Managing Director dated 29 December 2003 (“Article 7”). Parties agree and acknowledge that the Managing Director is eligible for the Management Incentive Plan (“M.I.P.”), if and as far as the Managing Director meets the conditions as determined by the Company. The bonus target is 70% of the gross Annual Salary and is subject to the Managing Director’s performance and company targets (“Bonus”).

The Managing Director is not entitled to a pro rata part of the Bonus, if he is no longer employed by the Company at the date that payment of the Bonus normally takes place.

The Company has the right at all times and to its sole discretion to amend and/or withdraw the M.I.P.

Parties agree and acknowledge that 40% of the Bonus will be paid out under the Employment Agreement.

The content of this article is not deemed to imply any amendments to Article 7. In the event of any discrepancy of terminology due to translation, the Dutch text shall prevail.

6. Severance payment

6.1 In the event of a termination of this employment agreement by or on the initiative of the Company, the Managing Director is entitled to a compensation for damages (“Severance Payment”)

(i) in the event that the Managing Director’s seniority is six (6) years or less, equal to: (fifteen (15) Monthly Salaries) minus (-/-) (the Monthly Salaries over the applicable notice period or compensation thereof) (see also Annex 1.A); or

(ii) In the event that the Managing Director’s seniority is more than six (6) years, equal to: (fifteen (15) Monthly Salaries) plus (+) (one Monthly Salary for each year of service) minus (-/-) (the Monthly Salaries over the applicable notice period or compensation thereof) (see also Annex 1.B).

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The “Monthly salary” equals 1/12 of the Annual Salary as defined in article 4, including the base salary, bonus and holiday pay on the bonus at the amounts the Managing Director is entitled to on the day of the termination.

6.2 The Managing Director shad not be entitled to the Severance Payment in the event the employment agreement is validly terminated for urgent cause as referred to in section 7:678 of the Dutch Civil Code (Burgelijk Wetboek) (“DCC”).

Following facts are examples of urgent causes that could terminate the employment agreement without entitlement to the Severance Payment:

(i) a violation of the obligations of the Managing Director under this agreement;

(ii) a minor offence (“overtreding”) or criminal offence (“misdrijf”) within the meaning of the Dutch Criminal Code, of such nature that the confidence of the Company in the Managing Director is permanently violated or that is harmful to the reputation and/or the image of the Company and/or the group or a group company as referred to in section 2:24b of the DCC (“Offence”). Abuse of credit cards or funds of the Company or of the group or of a group company as referred to in section 2:24b of the DCC, fraud and forgery, shall in any case be regarded as an Offence;

(iii) an unauthorized absence for a period of three consecutive working days or more, under—solely for the meaning of this provision—this agreement and the Employment Agreement Belgium;

(iv) a public statement by the Managing Director detrimental to the reputation or the image of the Company or the group or of a group company as referred to in section 2:24b of the DCC; or

(v) an infringement by the Managing Director to intellectual property rights of third parties.

6.3 Irrespective of any compensation granted to the Managing Director by a judicial institution, the compensation mentioned in article 6.1 is binding upon the Company and the Managing Director and nothing more, nothing less or anything other.

7. Expenses

To the extent the Company has given prior approval for such expenses, the Company shall reimburse all reasonable expenses incurred by the Managing Director in the performance of his duties upon submission of all the relevant invoices and vouchers.

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8. Overtime

8.1 The Managing Director may be required to work overtime at the request of the Company, insofar as the circumstances of the company so require.

8.2 The Company shall pay no compensation for overtime work.

9. Holidays

The Managing Director shall be entitled to ten (10) working days vacation per year. In taking vacation, the Managing Director shall duly observe the interests of the Company.

10. Insurances

The Company shall maintain an adequate Directors and Officers liability insurance on behalf of the Managing Director.

11. Sickness

In the event of sickness as defined in article 7:629 of the Civil Code, the Managing Director shall notify the Company as soon as possible, but nevertheless before 09:00 o’clock at the latest on the first day of sickness. The Managing Director shall observe the Company’s policy pertaining to sickness, as determined by the Company from time to time.

12. Confidentiality

12.1 The Managing Director shall throughout the duration of this agreement and after this agreement has been terminated for whatever reason, refrain from disclosing in any manner to any individual (including other personnel of the Company or of other companies affiliated with the Company unless such personnel must be informed in connection with their work activities for the Company) any information of a confidential nature concerning the Company or other companies affiliated with the Company, which has become known to the Managing Director as a result of his employment with the Company and of which the Managing Director knows or should have known to be of a confidential nature.

12.2 If the Managing Director breaches the obligations pursuant to paragraph 1 of this article, the Managing Director shall contrary to article 7:650, sub 3, 4 and 5 of the Civil Code, without any notice of default being required, pay to the Company for each breach thereof, a penalty amounting to EUR 10,000.—. Alternatively, the Company will be entitled to claim full damages.

13. Documents

The Managing Director shall not have nor keep in his possession any documents and/or correspondence and/or data carriers and/or copies thereof in any manner whatsoever, which belong to the Company or to other companies affiliated with the Company and

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which have been made available to the Managing Director as a result of his employment, except insofar as and for as long as necessary for the performance of his work for the Company. In any event the Managing Director will be obliged to return to the Company immediately, without necessitating the need for any request to be made in this regard, any and all such documents and/or correspondence and/or data carriers and/or copies thereof at termination of this agreement or on suspension of the Managing Director from active duty for whatever reason.

14. No additional occupation

The Managing Director shall refrain from accepting remunerated or time consuming non-remunerated work activities with or for third parties or from doing business for his own account without the prior written consent of the Company, except for activities performed for Chiquita International Services Group N.V., professional activities of the Managing Director through his private company EMC2 Management sprl and/or other companies/subsidiaries if and as far as agreed upon by the Company and the Managing Director.

15. Non-Competition

15.1 The Parties acknowledge and agree that the Company is active in an international field, has important economical, technical or financial interests on the international markets and has its own department for research and development of original industrial designs.

15.2 The Managing Director shall throughout the duration of this agreement and for a period of 12 months after termination hereof, not be engaged or involved in any manner, directly or indirectly, whether for the account of the Managing Director or for the account of others, in any enterprise which conducts activities in a field similar to or otherwise competes with that of the Company or any of its subsidiaries or affiliated companies nor act as intermediary In whatever manner directly or indirectly. This obligation applies solely to any work activities or involvement of the Managing Director within the territory of the European Union.

15.3 If the termination of the Employment Agreement is exclusively or predominantly attributable to the Company, then article 15.2. will not be applicable.

If the termination of the Employment Agreement is exclusively or predominantly attributable to the Managing Director, then for a period of six months after termination thereof the Managing Director shall be entitled to receive the Monthly Salaries as defined in article 6.1 during the non-competition period as mentioned in article 15.2.

If the termination of the Employment Agreement is not exclusively or predominantly attributable to the Company or the Managing Director, then for a period of six months after termination thereof the Managing Director shall be entitled to receive the Monthly Salaries during the non-competition period as mentioned in this article 15.2.

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For the avoidance of doubt, in all other circumstances the Managing Director shall not be entitled to financial compensation in respect of this non-competition obligation for the duration of the non-competition period as mentioned in article 15.2 and 15.3. after termination of this agreement.

15.4 The Managing Director remains under the obligation to adhere to the non-competition clause referred to in paragraph 1 of this article with respect to the, Company, if the Company of the Managing Director or a part thereof is transferred) by the Company to a third party within the meaning of article 7:662 and onwards of the Civil Code and this agreement terminates before or at the time of such transfer, while in the event of continuation of the employment agreement the Managing Director would have entered the employment of the acquirer by operation of law.

15.5 In the event the Managing Director breaches the obligations as expressed in paragraph 1 of this article, the Managing Director shall contrary to article 7:650, sub 3, 4 and 5 of the Civil Code, without notice of default being required, pay to the Company a penalty equal to 50% of the Annual Salary. Alternatively, the Company will be entitled to claim full damages.

16. Gifts

The Managing Director shall not in connection with the performance of his duties, directly or indirectly, accept or demand commission, contributions or reimbursement In any form whatsoever from third parties. This does not apply to customary promotional gifts of little value.

17. Amendments

Amendments to this agreement may only be agreed upon in writing and with regard to the Company, solely when a decision to that effect has been taken by the competent body of the Company.

18. Entire Agreement

This Agreement sets forth the entire agreement and understanding between the Company and The Managing Director with respect to the subject matter hereof and supersedes all prior agreements, arrangements and understandings, written or oral, between the Parties.

19. Applicable Law, No CAO

19.1 This agreement is governed by the laws of the Netherlands.

19.2 The employment regulations of the Company are applicable to this agreement. In the case of conflict between this agreement and the Company employment regulations, this agreement shall prevail.

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19.3 The Collective Labour Agreement (“CAO”) “Groothandel in Aardappeten, Groente en Fruit “(AGF”) is applicable to this agreement.

In witness whereof, this agreement has been signed and executed in duplicate in Gorinchem, 01/04/2007.

[Signatures on next page]

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Chiquita Banana Company B.V.		M. Loeb
	/s/ William Anast Tsacalis	/s/ Michel Loeb
Name:	WILLIAM ANAST TSACALIS
Title:	DIRECTOR

9

CHIQUITA	SCHELLUINSESTRAAT 46-b
BANANA	4203 NM GORINCHEM
COMPANY B.V.	P.O. BOX 59
	4200 AB GORINCHEM
	THE NETHERLANDS

ANNEX 1

Annex provides four examples with respect to article 7 of the employment agreement between Chiquita Banana Company B.V. (the “Company”) and Mr M. Loeb (“Mr Loeb”), as per 1 April 2007 (“Employment Agreement”).

In the event of a termination of the Employment Agreement by or on the initiative of the Company, Mr Loeb is entitled to a compensation for damages (“Severance Payment”):

A. (...) in the event that Mr Loeb’s seniority is 6 years or less, equal to: (15 Monthly Salaries³) minus (the Monthly Salaries over the applicable notice period or compensation thereof).

• Example 1:

If the employment agreement of Mr Loeb is terminated by or on initiative of the Company after 4 years⁴, the applicable notice period is 1 month. Consequently, the Severance Payment amounts to: [15 Monthly Salaries] minus [1 Monthly Salary] = [14 Monthly Salaries].

• Example 2:

If the employment agreement of Mr Loeb is terminated by or on initiative of the Company after 5 years, the applicable notice period is 2 months. Consequently, the Severance Payment amounts to: [15 Monthly Salaries] minus [2 Monthly Salaries] = [13 Monthly Salaries].

B. (…) in the event that Mr Loeb’s seniority is more than 6 years, equal to: (15 Monthly Salaries) plus (1 Monthly Salary for each year of service) minus (the Monthly Salaries over the applicable notice period or compensation thereof).

• Example 1:

If the employment agreement of Mr Loeb is terminated by or on initiative of the Company after 7 years, the applicable notice period is 2 months. Consequently, the Severance Payment amounts to: [15 Monthly Salaries] plus [7 Monthly Salaries] minus [2 Monthly Salaries] = [20 Monthly Salaries].

• Example 2:

If the employment agreement of Mr Loeb is terminated by or on initiative of the Company after 10 years, the applicable

³ As defined in article 6.1 of the Employment Agreement.

⁴ Note that e.g. 5 years of service and six months will be round up to 6 years of service.

notice period is 3 months. Consequently, the Severance Payment amounts to: [15 Monthly Salaries] plus [10 Monthly Salaries] minus [3 Monthly Salaries] = [22 Monthly Salaries].

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[Chiquita Brands International		MEMORANDUM
letterhead]
To:	Michael Loeb	Date:	September 18, 2007
From:	Kevin Holland	Phone:	XXX-XXX-XXXX
	Senior Vice President, Human Resources
Subject:	Special Payments

As you discussed with Bob Kistinger, Chiquita has agreed to make three special payments on your behalf to help mitigate the adverse tax consequences of the change in the split of your compensation to reflect your current responsibilities. The payments are as follows:

1. We will process a special bonus payment of € 21,000 (split 60% in Belgium and 40% in the Netherlands) to yield a net payment of € 8,340 to you. This will be processed with the September payroll and is intended to compensate for the net loss to you for 2007 base salary due to the change in your split from 60/20/20 to 60/40.

2. We will make a special contribution to the pension fund of € 8,742 (net € 6,400) to offset approximately half of the incremental tax expense associated with the restricted stock income recognized in January 2007. This will be processed after all appropriate paperwork and amendments have been completed with Fortis.

3. We will make a special contribution to the pension fund of € 43,030 (net 31,500) to offset approximately half of the incremental tax expense associated with all income recognized in 2006. This will be processed after all appropriate paperwork and amendments have been completed with Fortis.

Please let me know if you have any questions.

EX-13

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).

/s/ FERNANDO AGUIRRE	/s/ JEFFREY M. ZALLA	/s/ BRIAN W. KOCHER
Chief Executive Officer	Chief Financial Officer	Chief Accounting Officer

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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:

• Net sales for 2007 were $4.7 billion, compared to $4.5 billion for 2006. The increase resulted primarily from increased banana pricing in Europe and North America and favorable foreign exchange rates, partly offset by lower volume in core European and trading markets.

• Operating income for 2007 was $31 million, compared to an operating loss of $27 million for 2006. The 2007 results included a $26 million charge related to the company’s restructuring discussed below. The 2006 operating loss included a $43 million goodwill impairment charge related to Atlanta AG and a $25 million charge related to the plea agreement with the U.S. Department of Justice (“DOJ”).

• Operating cash flow was $69 million in 2007, compared to $15 million in 2006. The increase was primarily due to a change in operating results.

• The company’s debt at December 31, 2007 was $814 million compared to $1 billion at December 31, 2006. Cash proceeds from the sale of the company’s twelve ships in June 2007 were used to repay approximately $210 million of debt. See Notes 3 and 11 to the Consolidated Financial Statements for a description of the transaction and the use of proceeds.

• In October 2007, the company announced 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 company recorded a charge of $26 million during the fourth quarter 2007 (included in “Restructuring” in the Consolidated Statement of Income for the year ended December 31, 2007) related to severance costs and asset write-downs. Beginning in 2008, the company expects the execution of this restructuring plan to generate annual cost savings in the range of $60-80 million.

• On February 12, 2008, the company 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 subsidiary debt. Chiquita and its main operating subsidiary, Chiquita Brands, L.L.C. (“CBL”), have also entered into a commitment letter, dated February 4, 2008, with Coöperatieve Centrale Raiffeisen – Boerenleenbank B.A., “Rabobank Nederland”, New York Branch (“Rabobank”) to refinance the remainder of CBL’s existing credit facility with a $200 million senior secured revolving credit facility and $200 million term loan.

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:

• Deliver innovative, higher-margin products.    Chiquita strives to leverage its brands and market leadership to diversify its offerings of healthy, fresh foods. In Europe, the company is the market leader and obtains a price premium for its Chiquita^® bananas. In North America, the company is the market segment leader and obtains a price premium in value-added salads with the Fresh Express^® brand and maintains a No. 2 market position in bananas.

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.

• Build a high-performance organization.    Chiquita seeks to attract, engage and retain high-performing employees, apply best-in-class people practices, ensure that the company has the right people in the right jobs, leverage processes and technology to improve decision making, employ conservative financial practices and continue to demonstrate leadership in corporate responsibility.

• Achieve sustainable, profitable growth.    Chiquita remains focused on cost savings in both production and logistics, including synergies achieved by combining the strengths of Chiquita and Fresh Express. The company hedges the majority of its fuel costs and foreign currency exposures to help minimize the volatility in operating a global business.

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.

• The company anticipates significantly increased costs for purchased fruit and vegetables, as well as increased costs for its own production of bananas in 2008. Approximately two-thirds of the bananas and all of the lettuce and other produce that the company markets is purchased from independent producers and importers. Many factors affect the cost and supply of fresh produce, including market factors such as supply and demand, changes in governmental regulations, and weather conditions and natural disasters. If and to the extent the company is unable to pass on increased costs to customers, it could affect the company’s reported results.

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.

• The company’s supply of raw product, including primarily bananas and lettuce, is subject to weather and other event risks that can have a significant impact on the availability of product and the company’s cost of goods sold. In 2007, the Salads and Healthy Snacks segment results for the first half of the year were impacted by $6 million from a record January freeze in Arizona which affected lettuce sourcing. In 2006, the company incurred $25 million of higher sourcing, logistics and other costs for replacement fruit due to banana volume shortfalls caused by Hurricane Stan and Tropical Storm Gamma,

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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.

• In January 2006, the European Commission implemented a new regime for the importation of bananas into the EU. It eliminated the quota that was previously applicable and imposed a higher tariff on bananas imported from Latin America, while imports from certain African, Caribbean and Pacific (“ACP”) sources are currently assessed zero tariff. 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, each year since 2005, the company has incurred approximately $75 million in higher tariff-related costs, which consists 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. In addition, the elimination of the quota has resulted in increases in total industry imports into the EU and resulting lower local currency prices compared to 2005. While the company has maintained its price premium in EU markets, the pressure from lower market prices has had a substantial negative impact on the company’s profitability. In December 2007, the World Trade Organization (“WTO”) upheld a complaint from Ecuador and ruled that the EU’s current banana import regulations violate international trade rules. However, the decision is subject to appeal. Several other challenges are also pending in the WTO. 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 the resulting changes will favorably impact the operating results of the company.

• Despite Chiquita’s track record of excellent performance in this area, food safety continues to be a significant risk in our business. In September 2006, E. coli was discovered in spinach products of certain industry participants. Even though Fresh Express products were not implicated, consumer concerns regarding the safety of packaged salads in the United States continued to impact Fresh Express operating results throughout 2007, resulting in lower than anticipated category sales growth and higher food safety related costs.

• The company’s results are significantly affected by the value of the euro in relation to the U.S. dollar, as a result of the conversion of euro-denominated sales into U.S. dollars. In 2007, the value of the euro continued to strengthen against the U.S. dollar. The company seeks to reduce its exposure to a possible decline in the value of the euro by purchasing euro option and collar hedging contracts. At December 31, 2007, the company has 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 2009 at average strike rates of $1.38 per euro.

• The company is a defendant in several pending legal proceedings. See Note 17 to the Consolidated Financial Statements and “Item 3–Legal Proceedings” in the Annual Report on Form 10-K for a description of, among other things: (i) the four lawsuits filed against the company claiming liability for alleged tort violations committed by the company’s former banana producing subsidiary in Colombia; (ii) the five shareholder derivative lawsuits filed against certain of the company’s current and former officers and directors alleging that the named defendants breached their fiduciary duties to the company and/or

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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.

• As of December 31, 2007, the company had $814 million outstanding in total debt, most of which is issued under debt agreements that require continuing compliance with financial covenants. The most restrictive of these covenants are in the company’s bank credit facility, which consists of a revolving credit facility and Term Loan C (the “CBL Facility”). The company was in compliance with these covenants at December 31, 2007, and expects to remain in compliance. In February 2008 the company completed an offering of $200 million of 4.25% Convertible Senior Notes due 2016, the net proceeds of which were used to partially repay Term Loan C. The company also has entered into a commitment letter with Rabobank to refinance its CBL Facility in a manner that is expected to lower interest expense, extend debt maturities, and significantly increase covenant flexibility.

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:

(In thousands)	2007			2006			2005
Net sales
Bananas	$	2,011,859		$	1,933,866		$	1,950,565
Salads and Healthy Snacks		1,259,823			1,194,142			590,272
Other Produce		1,391,103			1,371,076			1,363,524
Total net sales	$	4,662,785		$	4,499,084		$	3,904,361
Segment operating income (loss)
Bananas	$	114,764		$	62,972		$	234,558
Salads and Healthy Snacks		30,902			31,721			(2,245	)
Other Produce		(27,417	)		(32,523	)		13,538
Corporate		(61,210	)		(89,453	)		(58,218	)
Restructuring		(25,912	)		—			—
Total operating income (loss)	$	31,127		$	(27,283	)	$	187,633

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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:

• $56 million benefit from the impact of European currency, consisting of an $82 million increase in revenue and $3 million of balance sheet translation gains, partially offset by $27 million negative impact on euro-denominated costs and $2 million of increased hedging costs.

• $25 million benefit from the absence of residual costs related to Tropical Storm Gamma, which occurred in the fourth quarter of 2005 and affected sourcing, logistics and other costs in 2006.

• $18 million from improved core European local banana pricing, attributable to soft pricing in the year-ago period, constrained volume availability in the fourth quarter of 2007 and the company’s strategy to maintain and favor its premium product quality and price differentiation over market share.

• $17 million from improved pricing in North America due to increases in base contract prices and higher surcharges linked to a third-party fuel price index.

• $14 million of favorable variance from the non-cash charge for goodwill impairment of Atlanta AG recorded in the third quarter of 2006.

• $14 million due to favorable pricing and lower volume in trading markets, which are primarily European and Mediterranean countries that do not belong to the European Union.

These improvements were partially offset by:

• $52 million of industry cost increases for purchased fruit, paper, ship charters and bunker fuel.

• $21 million of higher costs from owned banana production, discharging and inland transportation, net of $18 million from cost savings programs.

• $6 million from lower volume in core European markets.

• $5 million of higher fruit costs and a settlement of customer claims in the Far East.

• $5 million primarily from prior year severance settlement gains that did not repeat and resolution of a contract dispute.

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

(In millions, except percentages)	2007	2006	% Change
Core European Markets1	53.2	53.8	(1.1	)%
North America	61.5	58.9	4.4	%
Asia and the Middle East3	19.1	20.9	(8.6	)%
Trading Markets	9.0	12.5	(28.0	)%
Total	142.8	146.1	(2.3	)%

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

	Q1		Q2		Q3		Q4		Year
Banana Prices
Core European Markets1
U.S. Dollar basis2	4	%	5	%	20	%	18	%	11	%
Local Currency	(4	)%	(3	)%	12	%	5	%	2	%
North America4	11	%	0	%	5	%	7	%	3	%
Asia and the Middle East3
U.S. Dollar basis	9	%	4	%	7	%	6	%	6	%
Trading Markets
U.S. Dollar basis	(2	)%	4	%	64	%	14	%	34	%
Banana Volume
Core European Markets1	4	%	(4	)%	2	%	(7	)%	(1	)%
North America	9	%	6	%	2	%	1	%	4	%
Asia and the Middle East3	(8	)%	(15	)%	(6	)%	(10	)%	(9	)%
Trading Markets	120	%	145	%	(67	)%	(55	)%	(28	)%

¹ The member states of the European Union (except new entrants Romania and Bulgaria, which continue to be reported in “Trading Markets”), plus Switzerland, Norway and Iceland.

² Prices on a U.S. dollar basis do not include the impact of hedging.

³ The company primarily operates through joint ventures in this region.

⁴ Total volume sold includes all banana varieties, such as Chiquita To Go, Chiquita minis, organic bananas, and plantains.

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

(Dollars per euro)	2007		2006		% Change
Euro average exchange rate, spot	$	1.37	$	1.25	9.6	%
Euro average exchange rate, hedged		1.33		1.21	9.9	%

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:

• $110 million from lower European local banana pricing, attributable in part to increased banana volumes that entered the market, encouraged by regulatory changes that expanded the duty preference for African and Caribbean suppliers and eliminated quota limitations for Latin American fruit, as well as reduced consumption driven by unseasonably hot weather in many parts of Europe during the third quarter 2006.

• $75 million of net incremental costs associated with higher banana tariffs in the European Union. This consisted of $116 million of incremental tariff costs, reflecting the duty increase to €176 from €75 per metric ton effective January 1, 2006, offset by $41 million of expenses incurred in 2005 to purchase banana import licenses, which are no longer required.

• $54 million of industry cost increases for fuel, fruit, paper and ship charters.

• $25 million of higher sourcing, logistics and other costs for replacement fruit due to banana volume shortfalls caused by Hurricane Stan and Tropical Storm Gamma, which occurred in the fourth quarter 2005.

• $14 million goodwill impairment charge related to Atlanta AG.

These adverse items were offset in part by:

• $23 million of net cost savings in the Banana segment, primarily related to efficiencies in the company’s supply chain and tropical production operations.

• $21 million from higher pricing in North America.

• $20 million from lower marketing costs, primarily in Europe.

• $17 million impact from 2005 flooding in Honduras as a result of Tropical Storm Gamma, which did not recur in 2006.

• $13 million benefit from the impact of European currency, consisting of a $23 million favorable variance from balance sheet translation and a $1 million increase in revenue, partially offset by $9 million of increased hedging costs and $2 million of higher European costs due to a stronger euro.

• $11 million of costs related to flooding in Costa Rica and Panama in the first half of 2005 that did not repeat in 2006.

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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:

• $18 million of higher industry costs, primarily due to increases in raw product costs.

• $6 million of increased general and administrative costs, primarily related to salaries, benefits, insurance and legal expenses.

• $6 million of increased costs due to a record January freeze in Arizona early in the year, which affected lettuce sourcing.

• $6 million of increased production overhead expenses on higher retail volumes and start-up expenses for new product introductions.

• $6 million from lower prices and volumes in foodservice products.

• $5 million due to higher innovation and research and development spending, as well as geographic expansion costs.

These adverse items were offset in part by:

• $19 million from the achievement of cost savings, primarily related to improved production scheduling and logistics.

• $10 million due to higher volume of retail value-added salads.

• $9 million of direct costs in 2006 related to an industry E. coli outbreak, which resulted in consumer concerns about the safety of fresh spinach products in the United States. These costs, which did not recur in 2007, included unusable raw product inventory that the company was contractually obligated to purchase.

• $4 million due to improved pricing and mix in retail value-added salads.

• $3 million of decreased marketing costs as a result of increased spending in 2006 to help restore consumer confidence in packaged salads after the September 2006 discovery of E. coli in certain spinach products of other industry participants.

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:

• $34 million increase in operating income from Fresh Express, as a result of Chiquita owning Fresh Express for a full year in 2006 versus a half year in 2005, as well as normal operating improvements.

• $6 million of mostly non-cash charges in 2005 from the shut-down of Chiquita’s fresh-cut fruit facility in Manteno, Illinois following the acquisition of Fresh Express, which had a facility servicing the same Midwestern area.

• $3 million improvement in the operating results of processed fruit ingredients business.

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These items were offset in part by:

• $9 million of direct costs in 2006, including lost raw product inventory and non-cancelable purchase commitments, related to consumer concerns about the safety of packaged salads after discovery of E. coli in certain industry spinach products in September 2006 and the resulting investigation by the U.S. Food and Drug Administration.

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:

• $29 million favorable variance from a non-cash charge for goodwill impairment charge related to Atlanta AG, the company’s German distribution business, recorded in the third quarter 2006.

This benefit was partially offset by:

• $10 million of charges related to an earlier announced plan to exit owned and leased farm operations in Chile.

• $8 million decline in operating results at Atlanta AG related primarily to a reduction in volume of certain non-banana products.

• $6 million of start-up expenses from the expansion of Just Fruit in a Bottle, a 100 percent fruit smoothie product in Europe.

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:

(In thousands)	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Long-term debt
Parent company	$	475,000	$	—	$	—	$	—	$	475,000
Subsidiaries		328,723		4,668		7,806		316,249		—
Notes and loans Payable		9,998		9,998		—		—		—
Interest on debt		377,000		64,000		126,000		104,000		83,000
Operating leases		707,181		154,753		260,425		153,565		138,438
Pension and severance obligations		92,443		11,011		20,588		18,826		42,018
Purchase commitments		1,287,671		595,685		437,444		207,740		46,802
Unrecognized tax benefits		3,139		3,139		—		—		—
	$	3,281,155	$	843,254	$	852,263	$	800,380	$	785,258

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.

	December 31,
	2007
(In thousands)	Actual		As Adjusted		2006
Parent Company
7 1/2% Senior Notes, due 2014	$	250,000	$	250,000	$	250,000
8 7/8% Senior Notes, due 2015		225,000		225,000		225,000
4.25% Senior Notes, due 2016		—		200,000		—
Subsidiaries
CBL credit facility
Term Loan B		—		—		24,341
Term Loan C		325,725		132,025		369,375
Revolver		—		—		44,000
Shipping		—		—		100,581
Other		12,996		12,996		15,220
Total debt	$	813,721	$	820,021	$	1,028,517

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:

• reviewing the carrying values of intangibles;

• reviewing the carrying values of property, plant and equipment;

• accounting for pension and tropical severance plans;

• accounting for income taxes; and

• accounting for contingent liabilities.

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

21

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.

22

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.

23

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

24

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.

25

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

26

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

27

Chiquita Brands International, Inc.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)	2007			2006			2005
Net sales	$	4,662,785		$	4,499,084		$	3,904,361
Operating expenses
Cost of sales		4,082,921			3,960,489			3,268,128
Selling, general and administrative		433,062			416,480			384,184
Depreciation		79,499			77,812			59,763
Amortization		9,823			9,730			5,253
Equity in (earnings) losses of investees		441			(5,937	)		(600	)
Restructuring		25,912			—			—
Goodwill impairment charge		—			42,793			—
Charge for contingent liabilities		—			25,000			—
		4,631,658			4,526,367			3,716,728
Operating income (loss)		31,127			(27,283	)		187,633
Interest income		10,603			9,006			10,255
Interest expense		(87,071	)		(85,663	)		(60,294	)
Other income (expense), net		—			6,320			(3,054	)
Income (loss) before income taxes		(45,341	)		(97,620	)		134,540
Income taxes		(3,700	)		2,100			(3,100	)
Net income (loss)	$	(49,041	)	$	(95,520	)	$	131,440
Net income (loss) per common share - basic	$	(1.22	)	$	(2.27	)	$	3.16
Net income (loss) per common share - diluted	$	(1.22	)	$	(2.27	)	$	2.92
Dividends declared per common share	$	—		$	0.20		$	0.40

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.

28

Chiquita Brands International, Inc.

CONSOLIDATED BALANCE SHEETS

	December 31,
(In thousands, except share amounts)	2007		2006
ASSETS
Current assets
Cash and equivalents	$	74,424	$	64,915
Trade receivables, less allowances of $12,718 and $13,599, respectively		449,548		432,327
Other receivables, net		105,215		94,146
Inventories		217,398		240,967
Prepaid expenses		41,792		38,488
Other current assets		32,705		5,650
Total current assets		921,082		876,493
Property, plant and equipment, net		435,123		573,316
Investments and other assets, net		178,841		146,231
Trademarks		449,085		449,085
Goodwill		548,528		541,898
Other intangible assets, net		144,943		154,766
Total assets	$	2,677,602	$	2,741,789
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Notes and loans payable	$	9,998	$	55,042
Long-term debt of subsidiaries due within one year		4,668		22,588
Accounts payable		439,855		415,082
Accrued liabilities		168,595		135,253
Total current liabilities		623,116		627,965
Long-term debt of parent company		475,000		475,000
Long-term debt of subsidiaries		324,055		475,887
Accrued pension and other employee benefits		71,776		73,541
Deferred gain – sale of shipping fleet		93,575		—
Net deferred tax liability		106,202		112,228
Commitments and contingent liabilities		—		25,000
Other liabilities		88,405		76,443
Total liabilities		1,782,129		1,866,064
Shareholders’ equity
Common stock, $.01 par value (42,740,328 and 42,156,833 shares outstanding, respectively)		427		422
Capital surplus		695,647		686,566
Retained earnings		104,934		177,638
Accumulated other comprehensive income		94,465		11,099
Total shareholders’ equity		895,473		875,725
Total liabilities and shareholders' equity	$	2,677,602	$	2,741,789

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.

29

Chiquita Brands International, Inc.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(In thousands)	Common shares		Common stock		Capital surplus			Retained earnings			Accumulated other comprehensive income			Total shareholders’ equity
DECEMBER 31, 2004	40,476		$	405	$	645,365		$	166,859		$	30,679		$	843,308
Net income	—			—		—			131,440			—			131,440
Unrealized translation loss	—			—		—			—			(19,248	)		(19,248	)
Change in minimum pension liability	—			—		—			—			(3,318	)		(3,318	)
Change in fair value of cost investments available for sale	—			—		—			—			(2,320	)		(2,320	)
Change in fair value of derivatives	—			—		—			—			39,033			39,033
Gains reclassified from OCI into net income	—			—		—			—			(4,544	)		(4,544	)
Comprehensive income															141,043
Exercises of stock options and warrants	1,348			13		22,514			—			—			22,527
Stock-based compensation	107			1		8,711			—			—			8,712
Shares withheld for taxes	—			—		(693	)		—			—			(693	)
Share retirements	(1	)		—		(187	)		—			—			(187	)
Dividends on common stock	—			—		—			(16,725	)		—			(16,725	)
DECEMBER 31, 2005	41,930			419		675,710			281,574			40,282			997,985
Net loss	—			—		—			(95,520	)		—			(95,520	)
Unrealized translation gain	—			—		—			—			13,392			13,392
Change in minimum pension liability	—			—		—			—			1,739			1,739
Sale of cost investment	—			—		—			—			(6,320	)		(6,320	)
Change in fair value of cost investments available for sale	—			—		—			—			3,679			3,679
Change in fair value of derivatives	—			—		—			—			(39,505	)		(39,505	)
Losses reclassified from OCI into net income	—			—		—			—			656			656
Comprehensive loss															(121,879	)
Adoption of SFAS No. 158	—			—		—			—			(2,824	)		(2,824	)
Exercises of stock options and warrants	70			1		1,158			—			—			1,159
Stock-based compensation	157			2		10,379			—			—			10,381
Shares withheld for taxes	—			—		(681	)		—			—			(681	)
Dividends on common stock	—			—		—			(8,416	)		—			(8,416	)

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(In thousands)	Common shares	Common stock		Capital surplus			Retained earnings			Accumulated other comprehensive income		Total shareholders’ equity
DECEMBER 31, 2006	42,157		422		686,566			177,638			11,099		875,725
Adoption of FIN 48 on January 1, 2007	—		—		—			(21,010	)		—		(21,010	)
Balance at January 1, 2007	42,157		422		686,566			156,628			11,099		854,715
Net loss	—		—		—			(49,041	)		—		(49,041	)
Unrealized translation gain	—		—		—			—			13,119		13,119
Change in fair value of cost investments	—		—		—			—			1,283		1,283
Change in fair value of derivatives	—		—		—			—			53,831		53,831
Losses reclassified from OCI into net income	—		—		—			—			14,009		14,009
Pension liability adjustment	—		—		—			—			1,124		1,124
Comprehensive income													34,325
Exercises of stock options and warrants	108		1		1,832			—			—		1,833
Stock-based compensation	475		4		10,800			—			—		10,804
Shares withheld for taxes	—		—		(3,551	)		—			—		(3,551	)
Deemed dividend to minority shareholder in a subsidiary	—		—		—			(2,653	)				(2,653	)
DECEMBER 31, 2007	42,740	$	427	$	695,647		$	104,934		$	94,465	$	895,473

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.

31

Chiquita Brands International, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOW

(In thousands)	2007			2006			2005
CASH PROVIDED (USED) BY:
OPERATIONS
Net income (loss)	$	(49,041	)	$	(95,520	)	$	131,440
Depreciation and amortization		89,322			87,542			65,016
Equity in (earnings) losses of investees		441			(5,937	)		(600	)
Amortization of the gain on sale of shipping fleet		(8,444	)		—			—
Income tax benefits		(13,744	)		(15,186	)		(8,012	)
Stock-based compensation		10,804			10,381			8,712
Goodwill impairment charge		—			42,793			—
Charge for contingent liabilities		—			25,000			—
Asset write-downs in restructuring		11,737			—			—
Gain on sale of
Chiquita Brands South Pacific investment		—			(6,320	)		—
Non-cash charges for Tropical Storm Gamma and fresh-cut fruit consolidation		—			—			15,460
Changes in current assets and liabilities:
Trade receivables		(5,004	)		(677	)		104
Other receivables		(25,421	)		(7,833	)		(21,118	)
Inventories		26,618			(471	)		(24,063	)
Prepaid expenses and other current assets		3,423			(10,898	)		7,854
Accounts payable and accrued liabilities		25,731			(11,601	)		51,661
Other		2,105			3,988			(3,324	)
CASH FLOW FROM OPERATIONS		68,527			15,261			223,130
INVESTING
Capital expenditures		(64,464	)		(61,240	)		(42,656	)
Acquisition of businesses		(21,000	)		(6,464	)		(891,671	)
Proceeds from sale of:
Shipping fleet		224,814			—			—
Chilean assets		10,016			—			—
Chiquita Brands South Pacific investment		—			9,172			—
Seneca preferred stock		—			—			14,467
Other long-term assets		6,739			9,080			4,544
Hurricane Katrina insurance proceeds		2,995			5,803			6,950
Other		376			(216	)		1,538
CASH FLOW FROM INVESTING		159,476			(43,865	)		(906,828	)
FINANCING
Issuances of long-term debt		—			—			781,101
Repayments of long-term debt		(174,052	)		(23,878	)		(153,901	)
Costs for CBL revolving credit facility and other fees		(254	)		(3,356	)		(4,003	)
Borrowings of notes and loans payable		40,000			71,000			783
Repayments of notes and loans payable		(86,021	)		(27,817	)		—
Proceeds from exercise of stock options/warrants		1,833			1,159			22,527
Dividends on common stock		—			(12,609	)		(16,580	)
CASH FLOW FROM FINANCING		(218,494	)		4,499			629,927
Increase (decrease) in cash and equivalents		9,509			(24,105	)		(53,771	)
Balance at beginning of period		64,915			89,020			142,791
Balance at end of period	$	74,424		$	64,915		$	89,020

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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Summary of Significant Accounting Policies

CONSOLIDATION - The Consolidated Financial Statements include the accounts of Chiquita Brands International, Inc. (“CBII”), controlled majority-owned subsidiaries and any entities that are not controlled but require consolidation in accordance with Financial Accounting Standards Board (“FASB”) Interpretation No. 46(R), “Consolidation of Variable Interest Entities (revised December 2003) - an interpretation of ARB No. 51,” (collectively, “Chiquita” or the company). Intercompany balances and transactions have been eliminated.

USE OF ESTIMATES - The financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which require management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements and accompanying notes. Significant estimates inherent in the preparation of the accompanying financial statements include allowance for doubtful accounts, business combinations, intangible asset valuations, pension and severance plans, income taxes and contingencies. Actual results could differ from these estimates.

CASH AND EQUIVALENTS - Cash and equivalents include cash and highly liquid investments with a maturity of three months or less at the time of purchase.

TRADE RECEIVABLES - Trade receivables less allowances reflect the net realizable value of the receivables, and approximate fair value. The company generally does not require collateral or other security to support trade receivables subject to credit risk. To reduce credit risk, the company performs credit investigations prior to establishing customer credit limits and reviews customer credit profiles on an ongoing basis. In Europe, the company purchases credit insurance to further mitigate collections risk. An allowance against the trade receivables is established based on the company’s knowledge of customers’ financial condition, historical loss experience and account payment status compared to invoice payment terms. An allowance is recorded and charged to expense when an account is deemed to be uncollectible. Recoveries of trade receivables previously reserved in the allowance are credited to income.

INVENTORIES - Inventories are valued at the lower of cost or market. Cost for banana growing crops and certain banana inventories is determined on the “last-in, first-out” (LIFO) basis. Cost for other inventory categories, including other fresh produce and value-added salads, is determined on the “first-in, first-out” (FIFO) or average cost basis. Banana and other fresh produce inventories represent costs associated with boxed bananas and other fresh produce not yet sold. Growing crop inventories primarily represent the costs associated with growing banana plants on company-owned farms or growing lettuce on third-party farms where the company bears substantially all of the growing risk. Materials and supplies primarily represent growing and packaging supplies maintained on company-owned farms. Inventory costs are comprised of the purchase cost of materials and, in addition, for bananas and other fresh produce grown on company farms, tropical production labor and overhead.

INVESTMENTS - Investments representing minority interests are accounted for by the equity method when Chiquita has the ability to exercise significant influence over the investees’ operations. Investments that are not publicly traded and that the company does not have the ability to significantly influence are valued at cost. Publicly traded investments that the company does not have the ability to significantly influence are accounted for as available-for-sale securities at fair value. Unrealized holding gains or losses on available-for-sale securities are excluded from operating results and are recognized in shareholders’ equity (accumulated other comprehensive income) until realized. The company assesses

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declines in the fair value of individual investments to determine whether such declines are other-than-temporary and the investments are impaired.

PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment are stated at cost, and except for land, are depreciated on a straight-line basis over their estimated remaining useful lives. The company generally uses 30 years for cultivations, 10 to 40 years for buildings and improvements, and 3 to 20 years for machinery and equipment. The company had used 25 years for its ships, which were sold in June 2007. Cultivations represent the costs to plant and care for banana plants until such time that the root system can support commercial quantities of fruit, as well as the costs to build levees, drainage canals and other farm infrastructure to support the banana plants. When assets are retired or otherwise disposed of, the costs and related accumulated depreciation are removed from the accounts. The difference between the net book value of the asset and proceeds from disposition is recognized as a gain or loss. Routine maintenance and repairs are charged to expense as incurred, while costs of betterments and renewals are capitalized. The company reviews the carrying value of its property, plant and equipment when impairment indicators are noted. No material impairment charges were required during 2007, 2006 or 2005.

INTANGIBLES - Goodwill and other intangible assets with an indefinite life, such as the company’s trademarks, are reviewed at least annually for impairment. The goodwill impairment review is highly judgmental and involves 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 materially.

The company tests the carrying amounts of its trademarks for impairment by calculating the fair value using a “relief-from-royalty” method. Reviews for impairment at December 31, 2007 and 2006 of the Fresh Express goodwill and the Chiquita and Fresh Express trademarks indicated that no impairment charges were necessary.

The company’s intangible assets with a definite life consist of customer relationships and patented technology related to Fresh Express. These assets are subject to the amortization provisions of Statement of Financial Accounting Standards (“SFAS”) No. 142 and are amortized on a straight-line basis over their estimated remaining lives. The weighted average remaining lives of the Fresh Express customer relationships and patented technology are 17 years and 14 years, respectively. The company evaluates intangible assets with a definite life when impairment indicators are noted. No impairment charges were required in 2007, 2006 or 2005.

REVENUE RECOGNITION - The company records revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price to the customer is fixed or determinable, and collectibility is reasonably assured. For the company, this point occurs when the product is delivered to, and title to the product passes to, the customer.

SALES INCENTIVES - The company, primarily through its Salads and Healthy Snacks segment, offers sales incentives and promotions to its customers (resellers) and to consumers. These incentives primarily include volume-related rebates, exclusivity and placement fees (fees paid to retailers for product display), consumer coupons and promotional discounts. The company follows the requirements of Emerging Issues Task Force (“EITF”) No. 01-9, “Accounting for Consideration Given by a Vendor to a Customer (including a Reseller of the Vendor’s Products).” Consideration given to customers and

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consumers related to sales incentives is recorded as a reduction of sales. Changes in the estimated amount of incentives to be paid are treated as changes in estimates and are recognized in the period of change.

SHIPPING AND HANDLING FEES AND COSTS - Shipping and handling fees billed to customers are included in net sales. Shipping and handling costs are recorded in cost of sales.

VALUE ADDED TAXES – Value added taxes that are collected from customers and remitted to taxing authorities are excluded from sales and cost of sales.

LEASES - The company leases land and fixed assets for use in operations. The company’s leases are evaluated at inception or at any subsequent material modification and, depending on the lease terms, are classified as either capital leases or operating leases, as appropriate under SFAS No. 13, “Accounting for Leases.” For operating leases that contain built-in pre-determined rent escalations, rent holidays or rent concessions, rent expense is recognized on a straight-line basis over the life of the lease.

STOCK-BASED COMPENSATION - Effective January 1, 2003, on a prospective basis, the company began using the fair value method under SFAS No. 123, “Accounting for Stock-Based Compensation,” to recognize stock option expense in its results of operations for new stock options granted on or after January 1, 2003. For grants prior to that date (the “2002 Grants”), the company accounted for stock options using the intrinsic value method prescribed by Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees.” Expense relating to the 2002 Grants has been included in pro forma disclosures rather than the Consolidated Statement of Income.

On January 1, 2006, the company adopted SFAS 123 (revised 2004), “Share-Based Payment” (“SFAS 123(R)”), which is a revision of SFAS No. 123, using the modified-prospective-transition method. Under that transition method, compensation cost recognized in 2006 included (a) compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS No. 123, and (b) compensation cost for all share-based payments granted on or after January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of SFAS 123(R). With the adoption of SFAS 123(R), stock-based awards granted on or after January 1, 2006 are being recognized as stock-based compensation expense over the period from the grant date to the date the employee is no longer required to provide service to earn the award, which could be immediately in the case of retirement-eligible employees. SFAS 123(R) did not have an impact on pre-tax income as it relates to the 2002 Grants, which were fully vested as of the company’s January 1, 2006 adoption date of this standard.

Since 2004, the company’s share-based awards have primarily consisted of restricted stock awards. These awards generally vest over 4 years. Prior to vesting, grantees are not eligible to vote or receive dividends on the restricted shares. The fair value of the awards is determined at the grant date and expensed over the period from the grant date to the date the employee is no longer required to provide service to earn the award, which could be immediately in the case of retirement-eligible employees.

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The table below illustrates the effect of stock compensation expense on all periods as if the company had always applied the fair value method:

(In thousands, except per share amounts)	2007			2006			2005
Stock compensation expense included in net income (loss) (1)	$	10,804		$	10,381		$	8,712
Net income (loss)	$	(49,041	)	$	(95,520	)	$	131,440
Deemed dividend to minority shareholder in a subsidiary		(2,653	)		—			—
Net income (loss) available to common shareholders		(51,694	)		(95,520	)		131,440
Pro forma stock compensation expense (2)		—			—			(6,052	)
Pro forma net income (loss) available to common shareholders	$	(51,694	)	$	(95,520	)	$	125,388
Basic earnings per common share:
Stock compensation expense included in net income (loss)	$	0.25		$	0.25		$	0.21
Net income (loss) per common share - basic	$	(1.22	)	$	(2.27	)	$	3.16
Pro forma stock compensation expense (2)		—			—			(0.15	)
Pro forma net income (loss) per common share - basic	$	(1.22	)	$	(2.27	)	$	3.01
Diluted earnings per common share:
Stock compensation expense included in net income (loss)	$	0.25		$	0.25		$	0.19
Net income (loss) per common share - diluted	$	(1.22	)	$	(2.27	)	$	2.92
Pro forma stock compensation expense (2)		—			—			(0.14	)
Pro forma net income (loss) per common share - diluted	$	(1.22	)	$	(2.27	)	$	2.78

⁽¹⁾ Represents expense from restricted stock awards and long term incentive program (“LTIP”) of $9.9 million, $9.2 million and $7.5 million in 2007, 2006 and 2005, respectively. Also represents expense from stock options of $0.9 million, $1.2 million and $1.2 million in 2007, 2006 and 2005, respectively.

⁽²⁾ Represents the additional amount of stock compensation expense that would have been included in net income and its effect on net income per common share had the company applied the fair value method under SFAS No. 123 for awards issued prior to 2003, when the company first began expensing options.

CONTINGENT LIABILITIES – On a quarterly basis, the company reviews the status of each claim and legal proceeding and assesses the 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

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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.

INCOME TAXES – The company is subject to income taxes in both the United States and numerous foreign jurisdictions. Income tax expense (benefit) is provided for using the asset and liability method. 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. Deferred taxes are not provided for the undistributed earnings of subsidiaries operating outside the U.S. that have been permanently reinvested. The company records an appropriate valuation allowance to reduce deferred tax assets to the amount that is “more likely than not” to be realized. The company establishes reserves for tax-related uncertainties based on the estimates of whether, and the extent to which, additional taxes and interest will be due. The impact of reserve provisions and changes to the reserves that are considered appropriate, as well as the related net interest and penalties, are included in “Income taxes” in the Consolidated Statement of Income. See “New Accounting Pronouncements” below for a description of the company’s adoption of FASB Interpretation No. (“FIN”) 48, “Accounting for Uncertainty in Income Taxes.”

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 statute of limitations.

EARNINGS PER SHARE - Basic earnings per share is calculated on the basis of the weighted average number of common shares outstanding during the year. Diluted earnings per share is calculated on the basis of the sum of the weighted average number of common shares outstanding during the year and the dilutive effect of the assumed conversion to common stock from exercise or vesting of options, warrants and other stock awards using the treasury stock method. The assumed conversion to common stock of securities that would, on an individual basis, have an anti-dilutive effect on diluted earnings per share is not included in the diluted earnings per share computation.

FOREIGN EXCHANGE AND HEDGING - Chiquita utilizes the U.S. dollar as its functional currency, except for its Atlanta AG operations and operations in France and the Ivory Coast, which use the euro as their functional currency.

The company recognizes all derivatives on the balance sheet at fair value and recognizes the resulting gains or losses as adjustments to net income if the derivative does not qualify for hedge accounting or other comprehensive income (“OCI”) if the derivative does qualify for hedge accounting.

The company is exposed to currency exchange risk, most significantly from the value of the euro and its effect on the amount of net euro cash flow from the conversion of euro-denominated sales into U.S. dollars. The company is also exposed to price risk on purchases of fuel, especially the price of bunker fuel used in its ocean shipping operations. The company reduces these exposures by purchasing options, collars and forward contracts. These options, collars and forwards qualify for hedge accounting as cash flow hedges. The company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. To the extent that these hedges are effective in offsetting the company’s underlying risk exposure, gains

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and losses are deferred in accumulated OCI until the underlying transaction is recognized in net income. Gains or losses on effective hedges that have been terminated prior to maturity are also deferred in accumulated OCI until the underlying transaction is recognized in net income. For the ineffective portion of the hedge, gains or losses are reflected in net income in the current period. The earnings impact of the options, collars and forward contracts is recorded in net sales for currency hedges, and in cost of sales for fuel hedges. The company does not hold or issue derivative financial instruments for speculative purposes. See Note 10 for additional description of the company’s hedging activities.

PENSION AND TROPICAL SEVERANCE PLANS - In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106, and 132(R).” SFAS No. 158 requires employers to recognize the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position, recognize through comprehensive income changes in that funded status in the year in which the changes occur, and measure a plan's assets and its obligations that determine its funded status as of the end of the employer's fiscal year. On December 31, 2006, the company adopted the provisions of SFAS No. 158. Significant assumptions used in the actuarial calculation of the liabilities and expense related to the company’s defined benefit 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. For discount rates, the company uses the rate on high quality, fixed income investments, such as Moody’s Aa rated corporate bonds for domestic plans and a rate based on the 10-year U.S. Treasury rate adjusted to reflect higher inflation for foreign plans.

NEW ACCOUNTING PRONOUNCEMENTS - In September 2006, the FASB issued FASB Staff Position (“FSP”) No. AUG AIR-1, “Accounting for Planned Major Maintenance Activities.” This FSP eliminated the accrue-in-advance method of accounting for planned major maintenance activities, which the company used to account for major maintenance, scheduled at five-year intervals, of its twelve previously-owned ships. Under this new standard, the company would have deferred expenses incurred for major maintenance activities and amortized them over the five-year maintenance interval. The company adopted this FSP on January 1, 2007, prior to the June sale of its twelve ships (see Note 3). Because this FSP was required to be applied retrospectively, adoption resulted in (i) a $4.5 million increase to beginning retained earnings as of January 1, 2003 for the cumulative effect of the change in accounting principle, and (ii) adjustments to the financial statements for each prior period to reflect the period-specific effects of applying the new accounting principle. These prior period adjustments were not material to the company’s Consolidated Statements of Income.

In June 2006, the FASB issued Interpretation No. 48 (“FIN”) 48, “Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109.” In the ordinary course of business, there are many transactions and calculations where the ultimate tax determination is uncertain. 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 this Interpretation 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 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. 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

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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.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value under U.S. GAAP, and expands disclosures about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The company is currently assessing the impact of SFAS No. 157 on its financial statements.

In February 2007, the FASB issued SFAS No. 159, “Fair Value Option for Financial Assets and Financial Liabilities.” SFAS No. 159 allows for voluntary measurement of many financial assets and financial liabilities at fair value. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The company is currently assessing the impact of SFAS No. 159 on its financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS No. 141(R)”). SFAS No. 141(R) expands the existing guidance related to transactions obtaining control of a business and the related recognition and measurement of assets, liabilities, contingencies, goodwill and intangible assets. SFAS No. 141(R) is effective for fiscal years beginning after December 15, 2008. The company is currently assessing the impact of SFAS No. 141(R) on its financial statements.

Note 2 – Restructuring

In October 2007, the company 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 included the elimination of approximately 170 management positions and more than 700 other full time positions. The restructuring plan is designed to optimize the distribution network by closing distribution facilities in Greencastle, Pennsylvania; Carrollton, Georgia; and Bradenton, Florida. The restructuring plan also discontinues the company’s line of fresh-cut fruit bowls to focus on its line of healthy snacks via the conversion of facilities in Edgington, Illinois and Salinas, California. The company recorded charges of approximately $26 million in 2007 related to this restructuring, including $14 million related to severance costs and $12 million related to facility closures and conversions. At December 31, 2007, the company had an $11 million accrual for severance, included in “Accrued Liabilities” in the Consolidated Balance Sheet. Assets held for sale as a result of this restructuring plan are included in “Investments and other assets, net” in the Consolidated Balance Sheet.

Note 3 – Acquisitions and Divestitures

Acquisition of Fresh Express

In June 2005, the company acquired the Fresh Express packaged salad and fresh-cut fruit division of Performance Food Group (“PFG”). Fresh Express is the retail market leader of value-added packaged salads in the United States. The acquisition added about $1 billion to Chiquita’s consolidated annual revenues. The company believes that this acquisition diversified its business, accelerated revenue growth in higher margin value-added products, and provided a more balanced mix of sales between Europe and North America, which makes the company less susceptible to risks unique to Europe, such as foreign

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exchange risk and changes in the competitive environment in the European Union following the 2006 change to tariff-only banana import regime.

The company paid PFG $855 million in consideration and incurred transaction expenses of $8 million. In addition, the company transferred $35 million to PFG ($6 million in 2006) primarily corresponding to the estimated amount of cash at Fresh Express and outstanding checks (issued by PFG in payment of Fresh Express obligations) in excess of deposits. The company also incurred approximately $24 million of fees related to the financing of the acquisition, which are being amortized over the effective life of the respective loans, the prepayment of which will result in accelerated amortization. The total payments were funded with $775 million in debt and approximately $145 million in cash.

In conjunction with the purchase price allocation for this transaction, the company recorded the following values for the identifiable tangible and intangible assets and liabilities of Fresh Express (in millions):

Fair value of fixed assets acquired	$	211
Intangible assets subject to amortization		170
Intangible assets not subject to amortization		62
Other assets		122
Deferred tax effect of acquisition		(112	)
Fair value of liabilities acquired		(95	)
Goodwill		540
	$	898

The fair value of fixed assets and other intangible assets acquired was based on independent appraisals. The other assets and liabilities, which primarily represented trade receivables, trade payables and accrued liabilities, were based on historical values and were assumed to be stated at fair market value. Goodwill represents the excess purchase price above the fair market value of the identifiable tangible and intangible assets and liabilities acquired.

With the completion of the acquisition, the company prepared and executed a formal integration plan. Management’s plans included exiting or consolidating certain activities of Fresh Express and included costs such as lease and contract termination, severance and certain other exit costs. As a significant component of the integration plan, the company closed processing facilities in Manteno, Illinois and Kansas City, Missouri as part of a supply chain optimization plan. This plan eliminated redundancies in fresh-cut fruit processing capacity in the Midwestern United States, improved plant utilization and reduced costs. As a result of the closure of the pre-acquisition Chiquita plant at Manteno, the company incurred mostly non-cash charges of $6 million in the fourth quarter of 2005 and $2 million in the first quarter of 2006. Substantially all of these costs were included in “Cost of sales” in the Consolidated Statement of Income. The closure of the pre-acquisition Fresh Express plant at Kansas City and related asset disposals resulted in a $5 million increase to goodwill through purchase price accounting.

Starting with the June 28, 2005 acquisition date, the company’s Consolidated Statement of Income includes the operations of Fresh Express and interest expense on the acquisition financing.

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Other Acquisitions and Divestitures

Verdelli Farms

In October 2007, Fresh Express acquired Verdelli Farms, a premier regional processor of value-added salads, vegetables and fruit snacks on the east coast of the United States. This company markets products in 10 states under the Harvest Select and Verdelli Farms brands. The company believes the acquisition benefits Fresh Express by expanding its presence in the northeast United States through its customer relationships, manufacturing capabilities and distribution logistics in this region of the United States. Beginning October 16, 2007, the company’s Consolidated Statement of Income includes operations from Verdelli Farms. The allocation of the purchase price for the Verdelli acquisition was not significant to any account on the Consolidated Balance Sheets and any impact to pro forma earnings for 2007 is immaterial.

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 Eastwind Maritime Inc. and NYKCool AB. The parties also entered a long-term strategic agreement in which the alliance will serve as Chiquita’s preferred supplier in ocean shipping to and from Europe and North America.

As part of 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. The leases for all twelve ships qualify as operating leases. The agreements also provide for the alliance to service the remainder of Chiquita’s core ocean shipping needs for North America and Europe, including, among other things, providing multi-year time charters commencing in late 2007 and early 2008 for seven additional refrigerated ships.

The ships sold consisted of eight specialized refrigerated ships and four refrigerated container ships, which collectively transported approximately 70 percent of Chiquita’s banana volume shipped to core markets in Europe and North America. At the date of the sale, the net book value of the assets sold was approximately $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 “Cost of sales” in the Consolidated Statements of Income over the initial leaseback periods,

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which will be at a rate of approximately $14 million per year. The company also recognized $4 million of expenses in the quarter ended June 30, 2007 for severance and write-off of deferred financing costs associated with the repayment of debt described below, and a $2 million gain on the sale of the related spare parts.

The cash proceeds from the transaction were used to repay approximately $210 million of debt, including immediate repayment of $90 million of debt associated with the ships, $24 million of Term Loan B debt, and $56 million of revolving credit borrowings, and repayment during the third quarter 2007 of $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.

Chiquita Chile

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 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 products from independent growers in Chile.

Chiquita Brands South Pacific

In December 2006, the company sold its 10% ownership in Chiquita Brands South Pacific, an Australian fresh produce distributor. The company received approximately $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.

Note 4 – Goodwill, Trademarks and Intangible Assets

Goodwill

(In thousands)

Balance at December 31, 2005	$	577,543
Effect of currency translation on Atlanta AG goodwill		2,237
Impairment charge to Atlanta AG goodwill		(42,793	)
Adjustment of acquired Fresh Express assets and liabilities to fair value as of the purchase date		4,911
Balance at December 31, 2006		541,898
Acquisition of businesses		6,630
Balance at December 31, 2007	$	548,528

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

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accelerated its testing of the Atlanta AG goodwill for impairment. As a result of this analysis, the company recorded a goodwill impairment charge in the 2006 third quarter for the entire amount of the Atlanta AG goodwill.

Trademarks and Other Intangible Assets

The company’s trademarks for Chiquita and Fresh Express are not amortizable (indefinite-lived). Other intangible assets consist of amortizable (definite-lived) intangible assets. Trademarks and other intangible assets, net consist of the following at December 31, 2007 and 2006:

(In thousands)	2007			2006
Unamortized intangible assets:
Trademarks	$	449,085		$	449,085
Amortized intangible assets:
Customer relationships	$	110,000		$	110,000
Patented technology		59,500			59,500
		169,500			169,500
Accumulated amortization		(24,557	)		(14,734	)
Other intangible assets, net	$	144,943		$	154,766

Amortization expense of other intangible assets totaled $10 million in 2007, $10 million in 2006, and $5 million in 2005. The estimated amortization expense associated with other intangible assets in each of the five years beginning January 1, 2008 is as follows:

(In thousands)	Amount
2008	$	9,823
2009		9,823
2010		9,373
2011		8,923
2012		8,923

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Note 5 - Earnings Per Share

Basic and diluted earnings per common share (“EPS”) are calculated as follows:

(In thousands, except per share amounts)	2007			2006			2005
Net income (loss)	$	(49,041	)	$	(95,520	)	$	131,440
Deemed dividend to minority shareholder in a subsidiary(1)		(2,653	)		—			—
Net income (loss) available to common shareholders	$	(51,694	)	$	(95,520	)	$	131,440
Weighted average common shares outstanding (used to calculate basic EPS)		42,493			42,084			41,601
Stock options, warrants and other stock awards		—			—			3,470
Weighted average common shares outstanding (used to calculate diluted EPS)		42,493			42,084			45,071
Net income (loss) per common share - basic	$	(1.22	)	$	(2.27	)	$	3.16
Net income (loss) per common share - diluted	$	(1.22	)	$	(2.27	)	$	2.92

⁽¹⁾ Earnings available to common shareholders for the year ended December 31, 2007, used to calculate earnings per share are reduced by a deemed dividend to a minority shareholder in a subsidiary, resulting in an additional $0.06 net loss per common share.

The assumed conversions to common stock of the company’s outstanding warrants, stock options and other stock awards, are excluded from the diluted EPS computations for periods in which these items, on an individual basis, have an anti-dilutive effect on diluted EPS. For 2007 and 2006, the shares used to calculate diluted EPS would have been 43.4 million and 42.7 million, if the company had generated net income during each year.

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Note 6 - Inventories

Inventories consist of the following:

	December 31,
(In thousands)	2007		2006
Bananas	$	40,954	$	45,972
Salads		8,103		9,296
Other fresh produce		8,817		14,147
Processed food products		16,402		10,989
Growing crops		86,429		101,424
Materials, supplies and other		56,693		59,139
	$	217,398	$	240,967

The carrying value of inventories valued by the LIFO method was approximately $87 million at December 31, 2007 and $91 million at December 31, 2006. At current costs, these inventories would have been approximately $20 million and $14 million higher than the LIFO values at December 31, 2007 and 2006, respectively.

Note 7 - Property, Plant and Equipment

Property, plant and equipment consist of the following:

	December 31,
(In thousands)	2007			2006
Land	$	49,711		$	54,466
Buildings and improvements		214,921			192,790
Machinery, equipment and other		385,307			357,491
Ships and containers		17,991			177,528
Cultivations		60,500			52,251
		728,430			834,526
Accumulated depreciation		(293,307	)		(261,210	)
	$	435,123		$	573,316

The company owned twelve ships at December 31, 2006, which were sold under a sale leaseback agreement in 2007. See Note 3 to the Consolidated Financial Statement for a further description of the sale of the company’s shipping fleet.

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Note 8 – Leases and Non-Cancelable Purchase Commitments

Leases

Total rental expense consists of the following:

(In thousands)	2007			2006			2005
Gross rentals
Ships and containers	$	143,942		$	101,383		$	90,279
Other		52,590			48,325			43,400
		196,532			149,708			133,679
Sublease rentals		(7,318	)		(5,938	)		(3,390	)
	$	189,214		$	143,770		$	130,289

No purchase options exist on ships under operating leases.

In June 2007, the company completed the sale of its twelve refrigerated cargo ships, as discussed in Note 3. The ships are being chartered back from an alliance formed by two global shipping operators, Eastwind Maritime Inc. and NYKCool AB. The company 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. In addition, the company is leasing seven more ships, five of which are being leased for a period of three years and two for a period of two years. The company expects to make future annual rental payments of approximately $100 million during the first three years of the agreement and approximately $60 million for the last four years.

Future minimum rental payments required under operating leases having initial or remaining non-cancelable lease terms in excess of one year at December 31, 2007 are as follows:

(In thousands)	Ships and containers		Other		Total
2008	$	120,623	$	34,130	$	154,753
2009		112,345		28,211		140,556
2010		96,708		23,161		119,869
2011		62,746		19,001		81,747
2012		59,871		11,947		71,818
Later years		86,430		52,008		138,438

Portions of the minimum rental payments for ships constitute reimbursement for ship operating costs paid by the lessor.

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Note 9 - Equity Method Investments

The company has investments in a number of affiliates which are accounted for using the equity method. These affiliates are primarily engaged in the distribution of fresh produce and are primarily comprised of a number of companies (collectively, the “Chiquita-Unifrutti JV”) that purchase and produce bananas and pineapples in the Philippines and market and distribute these products in Japan and other parts of Asia. The Chiquita-Unifrutti JV is 50%-owned by Chiquita.

Chiquita’s share of the income (loss) of these affiliates was less than $(1) million in 2007, $6 million in 2006 and $1 million in 2005, and its investment in these affiliates totaled $43 million at December 31, 2007 and $48 million at December 31, 2006. The company’s share of undistributed earnings from equity method investments totaled $32 million at December 31, 2007 and $34 million at December 31, 2006. The company’s carrying value of equity method investments was approximately $25 million and $22 million less than the company’s proportionate share of the investees’ underlying net assets at December 31, 2007 and 2006, respectively. The amount associated with the property, plant and equipment of the underlying investees was not significant.

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Summarized unaudited financial information of the Chiquita-Unifrutti JV and other equity method investments are for the years ended December 31:

(In thousands)	2007			2006		2005
Revenue	$	643,109		$	658,383	$	568,117
Gross profit		49,774			63,209		54,085
Net income (loss)		(3,375	)		11,242		1,170
	December 31,
(In thousands)	2007			2006
Current assets	$	85,308		$	106,170
Total assets		203,284			222,620
Current liabilities		56,284			68,203
Total liabilities		67,086			82,338

Sales by Chiquita to equity method investees were approximately $18 million in 2007, $16 million in 2006 and $20 million in 2005. There were no purchases from equity method investees in 2007, 2006 and 2005. Receivable amounts from equity method investees were not significant at December 31, 2007 and 2006.

Note 10 - Financial Instruments

The company enters into contracts to hedge its risks associated with euro exchange rate movements, primarily to reduce the negative earnings and cash flow impact that any significant decline in the value of the euro would have on the conversion of euro-based revenue into U.S. dollars. The company reduces these exposures by purchasing options, collars and forward contracts. Purchased put options, which require an upfront premium payment, can reduce the negative earnings impact on the company of a significant future decline in the value of the euro, without limiting the benefit received 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. The company also enters into hedge contracts for fuel oil for its shipping operations, which permit it to lock in fuel purchase prices for up to three years and thereby minimize the volatility that changes in fuel prices could have on its operating results. Although the company sold its twelve ships in June 2007, it is still responsible for purchasing fuel for these ships, which are being chartered back under long-term leases, and as a result, the company intends to continue its fuel hedging activities.

Foreign currency hedging costs charged to the Consolidated Statement of Income were $19 million in 2007, $17 million in 2006 and $8 million in 2005. These costs reduce any favorable impact of the exchange rate on U.S. dollar realizations of euro-denominated sales. 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. Unrealized gains of $49 million on the fuel forward contracts were also included in “Accumulated other comprehensive income” at December 31, 2007, $24 million of which is expected to be reclassified to net income during the next 12 months.

In April 2007, the company re-optimized its currency hedge portfolio for May through December 2007. The company invested a net $2 million to replace approximately €145 million of euro put options expiring between May and September 2007 with an average strike rate of $1.28 per euro, with put options at an average strike rate of $1.34 per euro. In addition, the company replaced approximately €65 million

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of euro put options expiring between October and December 2007 with an average strike rate of $1.27 per euro, with collars comprised of put options at an average strike rate of $1.34 per euro and call options at an average strike rate of $1.48 per euro.

In October and November 2007, the company re-optimized its currency hedge portfolio for 2008. The company invested a net $4 million to replace approximately €340 million of euro put options expiring in 2008 with an average strike rate of $1.28 per euro, with collars comprised of put options at an average strike rate of $1.41 per euro and call options at an average strike rate of $1.56 per euro. Gains or losses on the new instruments, as well as the losses incurred on the original set of options, will be deferred in “Accumulated other comprehensive income” until the underlying transactions are recognized in net income.

At December 31, 2007, the company’s hedge portfolio was comprised of the following:

Hedge Instrument	Notional Amount			Average Rate/Price			Settlement Year
Currency Hedges
Purchased Euro Put Options	€	345 million		$	1.40 /	€	2008
Sold Euro Call Options	€	343 million		$	1.56 /	€	2008
Purchased Euro Put Options	€	179 million		$	1.38 /	€	2009
Fuel Hedges
3.5% Rotterdam Barge
Fuel Oil Forward Contracts		165,000 metric tons	(mt)	$	335 / mt		2008
Fuel Oil Forward Contracts		165,000 mt		$	337 / mt		2009
Fuel Oil Forward Contracts		25,000 mt		$	317 / mt		2010
Singapore/New York Harbor
Fuel Oil Forward Contracts		35,000 mt		$	368 / mt		2008
Fuel Oil Forward Contracts		35,000 mt		$	366 / mt		2009
Fuel Oil Forward Contracts		5,000 mt		$	349 / mt		2010

At December 31, 2007, the fair value of the foreign currency option and fuel oil forward contracts was a net asset of $57 million, of which $27 million is included in “Other current assets” and $30 million in “Investments and other assets, net” in the Consolidated Balance Sheet. At December 31, 2006, the fair value of the foreign currency option and fuel oil forward contracts was a net liability of $6 million, substantially all of which is included in “Other liabilities.” The amount included in net income (loss) for the change in fair value of the fuel oil forward contracts relating to hedge ineffectiveness was a gain of $2 million in 2007, was not material in 2006, and was a gain of $3 million in 2005.

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The carrying values and estimated fair values of the company’s debt, fuel oil forward contracts and foreign currency option contracts are summarized below:

	December 31, 2007						December 31, 2006
(Assets (liabilities), in thousands)	Carrying value			Estimated fair value			Carrying value			Estimated fair value
Parent company debt
7 1/2% Senior Notes	$	(250,000	)	$	(222,000	)	$	(250,000	)	$	(230,000	)
8 7/8% Senior Notes		(225,000	)		(205,000	)		(225,000	)		(216,000	)
Subsidiary debt
Term Loan B		—			—			(24,341	)		(24,000	)
Term Loan C		(325,725	)		(325,000	)		(369,375	)		(374,000	)
Other		(12,996	)		(13,000	)		(159,801	)		(160,000	)
Fuel oil forward contracts		49,877			49,877			(10,040	)		(10,040	)
Foreign currency option contracts		6,970			6,970			4,098			4,098

The fair value of the company’s publicly-traded debt is based on quoted market prices. The term loans are traded between institutional investors on the secondary loan market, and the fair values of the term loans are based on the last available trading price. Fair values for the foreign currency options, collars and fuel oil forward contracts are based on estimated amounts that the company would have paid or received upon termination of the contracts at December 31, 2007 and 2006. Fair value for other debt is estimated based on the current rates offered to the company for debt of similar maturities.

The company is exposed to credit risk on its hedging instruments in the event of nonperformance by counterparties. However, because the company’s hedging activities are transacted only with highly rated institutions, Chiquita does not anticipate nonperformance by any of these counterparties. Additionally, the company has entered into agreements that limit its credit exposure to the amount of unrealized gains on the option and forward contracts. The company does not require collateral from its counterparties.

Excluding the effect of the company’s foreign currency option contracts, net foreign exchange gains (losses) were $6 million in 2007, $3 million in 2006 and $(21) million in 2005.

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Note 11 - Debt

Long-term debt consists of:

	December 31,
(In thousands)	2007			2006
Parent Company
7 1/2% Senior Notes, due 2014	$	250,000		$	250,000
8 7/8% Senior Notes, due 2015		225,000			225,000
Long-term debt of parent company	$	475,000		$	475,000
Subsidiaries
Loans secured by ships, due in installments from 2008 to 2012
- weighted average interest rate of 5.1% in 2006	$	—		$	100,581
Loans secured by substantially all U.S. and certain foreign assets, due in installments from 2008 to 2012
- Term Loan B, variable interest rate of 8.4% in 2006		—			24,341
- Term Loan C, variable interest rate of 8.4% (8.4% in 2006)		325,725			369,375
Other loans		2,998			4,178
Less current maturities		(4,668	)		(22,588	)
Long-term debt of subsidiaries	$	324,055		$	475,887
Maturities on subsidiary long-term debt during the next five years are:
(In thousands)	Actual
2008	$	4,668
2009		4,103
2010		3,703
2011		159,248
2012		157,000

Cash payments relating to interest expense were $82 million in 2007, $86 million in 2006 and $60 million in 2005.

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7 ¹/2% Senior Notes

In September 2004, the company issued $250 million of 7 ¹/2% Senior Notes due 2014, for net proceeds of $246 million. The 7 ¹/2% Senior Notes are callable on or after November 1, 2009, in whole or from time to time in part, at 103.75% of face value declining to face value in 2012. Before November 1, 2009, the company may redeem some or all of the 7 ¹/2% Senior Notes at a specified treasury make-whole rate.

The indentures for the 7 ¹/2% and 8 ⁷/8% Senior Notes contain covenants that limit the ability of the company and its subsidiaries to incur debt and issue preferred stock, dispose of assets, make investments, pay dividends or make distributions in respect of the company’s capital stock, create liens, merge or consolidate, issue or sell stock of subsidiaries, enter into transactions with certain stockholders or affiliates, and guarantee company debt. These covenants are generally less restrictive than the covenants under the CBL Facility.

8 ⁷/8% Senior Notes

In June 2005, the company issued $225 million of 8 ⁷/8% Senior Notes due 2015, for net proceeds of $219 million. The proceeds were used to finance a portion of the acquisition of Fresh Express. The 8 ⁷/8% Senior Notes are callable on or after June 1, 2010, in whole or from time to time in part, at 104.438% of face value declining to face value in 2013. Before June 1, 2010, the company may redeem some or all of the 8 ⁷/8% Senior Notes at a specified treasury make-whole rate. In addition, before June 1, 2008, the company may redeem up to 35% of the notes at a redemption price of 108.75% of their principal amount using proceeds from sales of certain kinds of company stock.

CBL Facility

In June 2005, the company and Chiquita Brands L.L.C. (“CBL”), the main operating subsidiary of the company, entered into an amended and restated credit agreement with a syndicate of bank lenders for a $650 million senior secured credit facility (the “CBL Facility”) that replaced the credit agreement entered into by CBL in January 2005. Total fees of approximately $18 million were paid to obtain the CBL Facility. In June 2006, the revolver portion of the CBL Facility was increased by $50 million. 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 March 2007, the company obtained further prospective covenant relief with respect to the plea agreement made by the company with the U.S. Department of Justice and other related costs (see Note 17). The amended CBL Facility consists of:

• A five-year $200 million revolving credit facility (the “Revolving Credit Facility”). At December 31, 2007, no borrowings were outstanding and $31 million of credit availability was used to support issued letters of credit, leaving $169 million of credit available under the Revolving Credit Facility. $44 million of borrowings were outstanding at December 31, 2006. The company repaid $80 million of borrowings under the Revolving Credit Facility in the 2007 second quarter, mostly with ship sale proceeds. The company borrowed an additional $45 million under the Revolving Credit Facility in January and February 2008. The Revolving Credit Facility bears interest at LIBOR plus a margin of 1.25% to 3.00%, and CBL is required to pay a fee on the daily unused portion of the Revolving Credit Facility of 0.25% to 0.50% per annum, depending in each case on the company’s consolidated leverage ratio. At December 31, 2007 and 2006, the interest rate on the Revolving Credit Facility was LIBOR plus 3.00%; and

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• Two seven-year term loans, one for $125 million (the “Term Loan B”) and one for $375 million (the “Term Loan C”) (collectively, the “Term Loans”), the proceeds of which were used to finance a portion of the acquisition of Fresh Express. In February 2008, subsequent to the balance sheet date, the company repaid $194 million of Term Loan C with the net proceeds of the Convertible Notes. At December 31, 2007, $326 million was outstanding under Term Loan C. In connection with the ship sale, the company repaid the remaining $24 million of Term Loan B debt during the second quarter 2007 and $40 million of Term Loan C debt during the 2007 third quarter. The company made $100 million of principal prepayments on the Term Loan B in 2005. The Term Loans cannot be re-borrowed and each requires quarterly payments, which began in September 2005, amounting to 1% per year of the initial principal amount less any prepayments, for the first six years, with the remaining balance to be paid quarterly in the seventh year. As described above, Term Loan B was repaid in full in June 2007. Term Loan C bears interest at LIBOR plus a margin of 2.00% to 3.00%, depending on the company’s consolidated leverage ratio. At December 31, 2007 and 2006, the interest rate on Term Loan C was LIBOR plus 3.00%.

Substantially all U.S. assets of CBL and its subsidiaries are pledged to secure the CBL Facility. The Revolving Credit Facility is principally secured by the U.S. assets of CBL and its subsidiaries other than Fresh Express and its subsidiaries. The Term Loan C is principally secured by the assets of Fresh Express and its subsidiaries. The Revolving Credit Facility is also secured by liens on CBL’s trademarks as well as pledges of equity and guarantees by various subsidiaries worldwide. The CBL Facility is guaranteed by CBII and secured by a pledge of CBL’s equity.

Under the amended CBL Facility, CBL may distribute cash to CBII for routine CBII operating expenses, interest payments on CBII’s 7 ¹/2% and 8 ⁷/8% Senior Notes and payment of certain other specified CBII liabilities. At December 31, 2007, distributions to CBII, other than for normal overhead expenses and interest on the company’s existing 7 ¹/2% and 8 ⁷/8% Senior Notes, were limited to $13 million.

Ship-Related Debt

In June 2007, the company repaid the remaining $90 million of loans secured by its shipping assets with cash proceeds from the sale of the company’s ships. The majority of the $90 million repaid the $80 million seven-year secured revolving credit facility (the “GWF Facility”) that Great White Fleet Ltd. (“GWF”) entered into in April 2005. At December 31, 2006, the company’s loans secured by its shipping assets were comprised of the following: (i) $63 million were euro denominated with variable rates based on prevailing EURIBOR rates; (ii) $16 million were U.S. dollar denominated with average fixed interest rates of 5.4%; (iii) $15 million were euro denominated with average fixed interest rates of 5.5%; and (iv) the remaining $7 million were U.S. dollar denominated with variable rates based on prevailing LIBOR rates.

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Other Debt

The company also borrows funds on a short-term basis. The average interest rates for all short-term notes and loans payable outstanding, excluding borrowings under the Revolving Credit Facility, were 5.1% at December 31, 2007 and 2006.

As more fully described in Note 17 to the Consolidated Financial Statements, the company may be required to issue letters of credit up to approximately $40 million in connection with its appeal of certain claims of Italian customs authorities. The company issued a letter of credit in the fourth quarter 2006 to allow surety bonds to be posted in the amount of approximately €5 million (approximately $7 million), and may in the next year may be required to issues letters of credit in amounts up to approximately $3 million as security in connection with its appeals of other Italian customs cases. Any future letters of credit, if required, would be issued under the company’s Revolving Credit Facility, which contains a $100 million sublimit for letters of credit.

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 licenses and duties in European Union countries. At December 31, 2007, the bank counterparties had provided €12 million of guarantees under these lines.

Convertible Notes – Subsequent Event

On February 12, 2008, the company issued $200 million of 4.25% convertible senior notes due 2016 (“Convertible Notes”). The Convertible Notes provided approximately $194 million in net proceeds, which were used to repay a portion of Term Loan C (debt of a subsidiary). Interest on the Convertible Notes is payable interest semiannually in arrears at a rate of 4.25% per annum, beginning August 15, 2008. The Convertible Notes are unsecured, unsubordinated obligations of the parent company and rank equally with the 7 ¹/2% Senior Notes, the 8 ⁷/8% Senior Notes and any other unsecured, unsubordinated indebtedness Chiquita may incur.

The application of the net proceeds of the Convertible Notes to Term Loan C results in the extension of debt maturities. As described in the CBL Facility, Term Loan C matures in 2011 and 2012, with smaller quarterly installments until that time. The full principal amount of the Convertible Notes matures August 15, 2016.

The Convertible Notes are convertible at an initial conversion rate of 44.5524 shares of common stock per $1,000 in principal amount, equivalent to an initial conversion price of approximately $22.45 per share of common stock. The conversion rate is subject to adjustment based on certain dilutive events, including stock splits, stock dividends and other distributions (including cash dividends) in respect of the common stock.

Holders of the Convertible Notes may tender their notes for conversion between May 15 and August 14, 2016, in multiples of $1,000 in principal amount, without limitation. Prior to May 15, 2016, holders of the Convertible Notes may tender their Convertible Notes for conversion under the following circumstances: (i) in any quarter, if the closing price of Chiquita common stock during 20 of the last 30 trading days of the prior quarter was above 130% of the conversion price ($29.18 per share based on the initial conversion price); (ii) if a specified corporate event occurs, such as a merger, recapitalization, or issuance of certain rights or warrants; (iii) within 30 days of a “fundamental change,” which includes a change in control, merger, sale of all or substantially all of the company’s assets, dissolution or delisting; (iv) if during any 5-day trading period, the Convertible Notes are trading at less than 98% of the value of the shares the notes could otherwise be converted into, as defined in the notes; or (v) if the company calls the Convertible Notes for redemption.

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Upon conversion, the Convertible Notes may be settled in shares, in cash or any combination thereof, at the company’s option, unless the company makes an “irrevocable net share settlement election,” in which case any Convertible Notes tendered for conversion will be settled with a cash amount equal to the principal portion together with shares of the company’s common stock to the extent that the obligation exceeds such principal portion. It is the company’s current intent and policy to settle any conversion of the Convertible Notes as if it had elected to make the net share settlement in the manner set forth above. The company initially reserved 11.8 million shares to cover conversions of the Convertible Notes.

If an event of default on the Convertible Notes occurs, 100% of the principal amount of the Convertible Notes, plus accrued and unpaid interest, if any, will become due and payable. Subject to certain exceptions, if the company undergoes a “fundamental change,” as defined in the notes, each holder of the Convertible Notes will have the option to require the company to repurchase all or a portion of such holder’s Convertible Notes. The fundamental change repurchase price will be 100% of the principal amount of the Convertible Notes to be purchased, plus accrued and unpaid interest, plus certain make-whole adjustments, if applicable. Any convertible notes repurchased by the company will be paid in cash.

Beginning February 19, 2014, the company may call the Convertible Notes for redemption if the common stock trades above 130% of the applicable conversion price for at least 20 of the 30 trading days preceding the redemption notice.

Additional Refinancing Activities – Subsequent Events

The company amended the 7 ¹/2% Senior Notes effective February 12, 2008. The amendment (i) permits the company to incur liens securing indebtedness in addition to liens already permitted in an aggregate amount not to exceed $185 million at any one time outstanding, so long as the Term Loan C under the Company's senior secured credit facility has been repaid or refinanced in full, and (ii) amended an existing permitted lien to allow the company to refinance certain liens permitted to be incurred under the 7 ¹/2% Senior Notes Indenture with new liens, provided that only the property and assets securing the indebtedness being refinanced are used to secure the new indebtedness (whether or not such liens were in existence when the 7 ¹/2% notes were originally issued). The company incurred approximately $5 million of fees in connection with obtaining consent for the amendment.

The company and CBL have entered into a commitment letter, dated February 4, 2008, with Coöperatieve Centrale Raiffeisen – Boerenleenbank B.A., "Rabobank Nederland," New York Branch ("Rabobank") to refinance CBL's existing revolving credit facility and the remaining portion of the Term Loan C 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 $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 the existing CBL Facility. The new credit facilities will contain two financial maintenance covenants, an operating company leverage covenant of 3.50x and a fixed charge covenant of 1.15x, 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. The new credit facility will be secured by Chiquita and Fresh Express trademarks, a pledge of all the equity of all U.S. subsidiaries and all or portions of the equity of certain material foreign subsidiaries (mainly in Europe), and guarantees by CBII (secured by a pledge of CBL stock) and by certain material foreign subsidiaries (mainly in Latin America). The new credit facility is expected to close by March 31, 2008, but there can be no assurance that the company will be successful in completing the new credit facilities, the timing thereof or that the terms of such facilities will not change. Additionally, the ultimate size of the new credit facilities may be less than the amounts in the commitment letter.

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 arrangement were $9 million at December 31, 2007.

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Note 12 - Pension and Severance Benefits

The company and its subsidiaries have several defined benefit and defined contribution pension plans covering domestic and foreign employees and have severance plans covering Central American employees. Pension plans covering eligible salaried and hourly employees and Central American severance plans for all employees call for benefits to be based upon years of service and compensation rates. The company uses a December 31 measurement date for all of its plans.

On December 31, 2006, the company adopted the provisions of SFAS No. 158 (see Note 1). The incremental effects of adopting the provisions of SFAS No. 158 on the company’s Consolidated Balance Sheet are presented in the following table. The adoption of SFAS No. 158 had no effect on the company’s Consolidated Statement of Income.

	At December 31, 2006
(In thousands)	Prior to Adopting SFAS No. 158		Effect of Adopting SFAS No. 158			As Reported at December 31, 2006
Other intangible assets, net	$	155,589	$	(823	)	$	154,766
Accrued liabilities		129,234		7,672			136,906
Accrued pension and other employee benefits		79,212		(5,671	)		73,541
Accumulated other comprehensive income		13,923		(2,824	)		11,099

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Pension and severance expense consists of the following:

	Domestic Plans
(In thousands)	2007			2006			2005
Defined benefit and severance plans:
Service cost	$	483		$	401		$	444
Interest on projected benefit obligation		1,435			1,501			1,509
Expected return on plan assets		(1,803	)		(1,730	)		(1,667	)
Recognized actuarial loss		29			381			234
		144			553			520
Defined contribution plans		9,622			9,385			5,933
Total pension and severance plan expense	$	9,766		$	9,938		$	6,453

	Foreign Plans
(In thousands)	2007			2006			2005
Defined benefit and severance plans:
Service cost	$	5,576		$	6,518		$	4,182
Interest on projected benefit obligation		4,124			4,126			4,308
Expected return on plan assets		(234	)		(223	)		(289	)
Recognized actuarial (gain) loss		878			443			(194	)
Amortization of prior service cost		283			874			933
		10,627			11,738			8,940
Curtailment loss		—			—			625
Net settlement gain		(544	)		(905	)		(1,669	)
		10,083			10,833			7,896
Defined contribution plans		424			409			403
Total pension and severance plan expense	$	10,507		$	11,242		$	8,299

The company’s pension and severance benefit obligations relate primarily to Central American benefits which, in accordance with local government regulations, are generally not funded until benefits are paid. Domestic pension plans are funded in accordance with the requirements of the Employee Retirement Income Security Act.

In 2007, the company paid approximately $2 million related to a plan to exit owned operations in Chile. The increase in expense in 2006 for the domestic defined contribution plan was primarily due to the June 28, 2005 acquisition of Fresh Express.

A net settlement gain of approximately $1 million was recorded during 2007 due to severance payments made to employees terminated in Panama. Primarily as a result of significant flooding to the company’s farms in Panama and Honduras during 2005, the company terminated a significant number of employees and recognized a net settlement gain of $1 million in 2006 and a net curtailment and settlement gain of $1 million in 2005 related to Central American employee benefit plans.

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Financial information with respect to the company’s domestic and foreign defined benefit pension and severance plans is as follows:

	Domestic Plans
	Year Ended December 31,
(In thousands)	2007			2006
Fair value of plan assets at beginning of year	$	24,112		$	21,972
Actual return on plan assets		1,224			2,223
Employer contributions		1,449			1,685
Benefits paid		(2,052	)		(1,768	)
Fair value of plan assets at end of year	$	24,733		$	24,112
Projected benefit obligation at beginning of year	$	27,444		$	27,435
Service and interest cost		1,918			1,902
Actuarial (gain) loss		(2,004	)		(125	)
Benefits paid		(2,052	)		(1,768	)
Projected benefit obligation at end of year	$	25,306		$	27,444
Plan assets less than projected benefit obligation	$	(573	)	$	(3,332	)

	Foreign Plans
	Year Ended December 31,
(In thousands)	2007			2006
Fair value of plan assets at beginning of year	$	9,010		$	8,507
Actual return on plan assets		(143	)		317
Employer contributions		10,881			9,301
Benefits paid		(11,394	)		(9,697	)
Foreign exchange		619			582
Fair value of plan assets at end of year	$	8,973		$	9,010
Projected benefit obligation at beginning of year	$	59,774		$	52,374
Service and interest cost		9,700			10,644
Actuarial loss		683			4,426
Benefits paid		(11,394	)		(9,697	)
Foreign exchange		2,149			2,027
Projected benefit obligation at end of year	$	60,912		$	59,774
Plan assets less than projected benefit obligation	$	(51,939	)	$	(50,764	)

The short-term portion of the funded status was $7 million and $8 million for foreign plans at December 31, 2007 and 2006, respectively. The full funded status of the domestic plans was classified as long-term.

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The combined foreign and domestic plans’ accumulated benefit obligation was $77 million and $80 million as of December 31, 2007 and December 31, 2006, respectively.

The following weighted-average assumptions were used to determine the projected benefit obligations for the company’s domestic pension plans and foreign pension and severance plans:

	Domestic Plans				Foreign Plans
	Dec. 31, 2007		Dec. 31, 2006		Dec. 31, 2007		Dec. 31, 2006
Discount rate	5.75	%	5.75	%	7.00	%	7.00	%
Long-term rate of compensation increase	5.00	%	5.00	%	4.50	%	4.50	%
Long-term rate of return on plan assets	8.00	%	8.00	%	2.50	%	2.50	%

The company’s long-term rate of return on plan assets is based on the strategic asset allocation and future expected returns on plan assets.

Included in accumulated other comprehensive income at December 31, 2007 and 2006 are the following amounts that have not yet been recognized in net periodic pension cost:

(In thousands)	2007		2006
Unrecognized actuarial losses	$	10,893	$	11,251
Unrecognized prior service costs		645		928

The prior service costs and actuarial losses included in accumulated other comprehensive income and expected to be included in net periodic pension cost during the year ended December 31, 2008 are approximately $100,000 and $600,000, respectively.

The weighted-average asset allocations of the company’s domestic pension plans and foreign pension and severance plans by asset category are as follows:

	Domestic Plans				Foreign Plans
	Dec. 31, 2007		Dec. 31, 2006		Dec. 31, 2007		Dec. 31, 2006
Asset Category
Equity securities	76	%	73	%	—		—
Fixed income securities	22	%	23	%	64	%	61	%
Cash and equivalents	2	%	4	%	36	%	39	%

The primary investment objective for the domestic plans is preservation of capital with a reasonable amount of long-term growth and income without undue exposure to risk. This is provided by a balanced strategy using fixed income securities, equities and cash equivalents. The target allocation of the overall fund is 75% equities and 25% fixed income securities. The cash position is maintained at a level sufficient to provide for the liquidity needs of the fund. For the funds covering the foreign plans, the asset allocations are primarily mandated by the applicable governments, with an investment objective of minimal risk exposure.

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The company does not expect to contribute to its domestic defined benefit pension plans and expects to contribute $9 million to its foreign pension and severance plans in 2008.

Expected benefit payments for the company’s domestic defined benefit pension plans and foreign pension and severance plans are as follows (in thousands):

	Domestic Plans		Foreign Plans
2008	$	2,062	$	8,949
2009		2,048		8,513
2010		2,065		7,962
2011		2,043		7,553
2012		2,032		7,198
2013-2017		9,867		32,151

Note 13 - Stock-Based Compensation

The company may issue up to an aggregate of 9.4 million shares of common stock as stock options, stock awards (including restricted stock awards), performance awards and stock appreciation rights ("SARs") under its stock incentive plan; at December 31, 2007, 2.3 million shares were available for future grants. The awards may be granted to directors, officers, other key employees and consultants. Stock options provide for the purchase of shares of common stock at fair market value at the date of grant. The company issues new shares when options are exercised under the stock plan.

Stock Options

Options for approximately 2 million shares were outstanding at December 31, 2007 under this plan. These options generally vest over four years and are exercisable for a period not in excess of 10 years. In addition to the options granted under the plan, the table below includes an inducement stock option grant for 325,000 shares made to the company’s chief executive officer in January 2004 in accordance with New York Stock Exchange rules. No options have been granted since January 2004. Additionally, but not included in the table below, there were 12,000 SARs granted to certain non-U.S. employees outstanding at December 31, 2007.

A summary of the activity and related information for the company’s stock options follows:

	2007				2006				2005
(In thousands, except per share amounts)	Shares		Weighted average exercise price		Shares		Weighted average exercise price		Shares		Weighted average exercise price
Under option at beginning of year	2,243		$	17.53	2,418		$	17.48	3,783		$	17.20
Options exercised	(102	)		16.95	(70	)		16.48	(1,330	)		16.70
Options forfeited or expired	(41	)		16.95	(105	)		17.03	(35	)		17.09
Under option at end of year	2,100		$	17.57	2,243		$	17.53	2,418		$	17.48
Options exercisable at end of year	2,016		$	17.34	2,048		$	17.10	1,454		$	16.97

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Options outstanding as of December 31, 2007 had a weighted average remaining contractual life of 5 years and had exercise prices ranging from $11.73 to $23.43. The following table provides further information on the range of exercise prices:

	Options Outstanding				Options Exercisable
(In thousands, except per share amounts)	Shares	Weighted average exercise price		Weighted average remaining life	Shares	Weighted average exercise price
Exercise Price
$11.73 - $15.15	210	$	13.27	5 years	210	$	13.27
16.92 - 16.97	1,541		16.95	4 years	1,541		16.95
17.20 - 17.32	14		17.23	6 years	14		17.23
23.16 - 23.43	335		23.17	6 years	251		23.17

At December 31, 2007, all of the stock options are fully vested. As a result, there is no unrecognized compensation cost related to unvested stock options.

Restricted Stock

Since 2004, the company’s share-based awards have primarily consisted of restricted stock awards. These awards generally vest over 4 years, and the fair value of the awards at the grant date is expensed over the period from the grant date to the date the employee is no longer required to provide service to earn the award. Prior to vesting, grantees are not eligible to vote or receive dividends on the restricted shares.

A summary of the activity and related information for the company’s restricted stock awards follows:

	2007				2006				2005
(In thousands, except per share amounts)	Shares		Weighted average grant date price		Shares		Weighted average grant date price		Shares		Weighted average grant date price
Unvested shares at beginning of year	1,281		$	17.49	654		$	23.84	457		$	22.07
Shares granted	939			15.06	1,197			14.92	363			25.14
Shares vested	(321	)		16.63	(531	)		19.20	(142	)		22.00
Shares forfeited	(157	)		14.74	(39	)		21.70	(24	)		20.92
Unvested shares at end of year	1,742		$	16.48	1,281		$	17.49	654		$	23.84

At December 31, 2007, there was $16 million of total unrecognized pre-tax compensation cost related to unvested restricted stock awards. This cost is expected to be recognized over a weighted-average period of approximately 3 years.

Long-Term Incentive Program

The company has established a Long-Term Incentive Program (“LTIP”) for certain executive level employees. Awards are intended to be performance-based compensation as defined in Section 162(m) of the Internal Revenue Code. The program allows for awards to be issued at the end of each three-year period currently based upon the cumulative earnings per share of the company for that time period. Awards are expensed over the three-year performance period. For the three-year periods of 2006 – 2008 and 2007 – 2009, based on current cumulative earnings per share estimates, the company does not expect to achieve the minimum threshold for awards to be issued at the end of each period, and as such, the company has

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not recognized any expense for these performance periods. The company will continue to evaluate its earnings per share performance for purposes of determining expense under this program.

Approximately 250,000 shares were issued in the 2007 first quarter upon vesting of the grants for the 2005 LTIP program.

Note 14 – Shareholders’ Equity

The company’s Certificate of Incorporation authorizes 20 million shares of preferred stock and 150 million shares of common stock. Warrants representing the right to purchase 13.3 million shares of common stock were issued in 2002. The warrants have an exercise price of $19.23 per share and are exercisable through March 19, 2009. Warrants not exercised before that date will expire, regardless of the price of the common stock on or before that date.

At December 31, 2007, shares of common stock were reserved for the following purposes:

Issuance upon exercise of stock options and other stock awards (see Note 13)	6.1 million
Issuance upon exercise of warrants	13.3 million

In February 2008, subsequent to the balance sheet date, the company reserved 11.8 million shares of common stock to cover conversions of the Convertible Notes.

The company’s shareholders’ equity includes accumulated other comprehensive income at December 31, 2007 comprised of unrealized gains on derivatives of $39 million, unrealized translation gains of $64 million, a $3 million adjustment to increase the fair value of a cost investment, and unrecognized prior service costs and actuarial losses of $12 million. The accumulated other comprehensive income balance at December 31, 2006 included unrealized losses on derivatives of $29 million, unrealized translation gains of $50 million, a $2 million adjustment to increase the fair value of cost investments and unrecognized prior service costs and actuarial losses of $12 million.

In September 2006, the board of directors suspended the payment of dividends. Any future payments of dividends would require approval of the board of directors. See Note 11 to the Consolidated Financial Statements for a further description of limitations under credit agreements on the ability of the company to pay dividends.

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Note 15 - Income Taxes

Income taxes consist of the following:

(In thousands)	U.S. Federal			U.S. State			Foreign			Total
2007
Current tax expense (benefit)	$	(226	)	$	439		$	9,513		$	9,726
Deferred tax benefit		—			(643	)		(5,383	)		(6,026	)
	$	(226	)	$	(204	)	$	4,130		$	3,700
2006
Current tax expense (benefit)	$	(2,548	)	$	(435	)	$	4,537		$	1,554
Deferred tax benefit		—			(1,661	)		(1,993	)		(3,654	)
	$	(2,548	)	$	(2,096	)	$	2,544		$	(2,100	)
2005
Current tax expense (benefit)	$	(836	)	$	1,932		$	5,524		$	6,620
Deferred tax benefit		—			(1,865	)		(1,655	)		(3,520	)
	$	(836	)	$	67		$	3,869		$	3,100

Income tax expense differs from income taxes computed at the U.S. federal statutory rate for the following reasons:

(In thousands)	2007			2006			2005
Income tax expense (benefit) computed at U.S. federal statutory rate	$	(15,870	)	$	(34,312	)	$	47,089
State income taxes, net of federal benefit		(65	)		(848	)		(760	)
Impact of foreign operations		4,223			(1,587	)		(80,937	)
Change in valuation allowance		31,987			35,298			41,029
Non-deductible charge for contingent liability		—			8,750			—
Benefit from change in German tax law		—			(5,061	)		—
Tax contingencies		(4,830	)		(6,252	)		(4,258	)
Imputed interest		(12,230	)		2,020			1,882
Other		485			(108	)		945
Income tax expense (benefit)	$	3,700		$	(2,100	)	$	3,100

Income taxes for 2007 include benefits of $14 million primarily from 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, during 2006, the company recorded a tax benefit of $5 million 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 a reduction in the valuation allowance of a foreign subsidiary due to the execution of tax planning initiatives.

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The components of deferred income taxes included on the balance sheet are as follows:

	December 31,
(In thousands)	2007			2006
Deferred tax benefits
Net operating loss carryforwards	$	246,993		$	230,004
Other tax carryforwards		2,492			1,269
Employee benefits		32,899			31,915
Accrued expenses		12,927			12,437
Depreciation and amortization		13,424			8,268
Other		11,563			12,532
		320,298			296,425
Deferred tax liabilities
Growing crops		(20,715	)		(21,085	)
Trademarks		(170,305	)		(172,313	)
Other		(2,835	)		(3,346	)
		(193,855	)		(196,744	)
		126,443			99,681
Valuation allowance		(232,645	)		(211,909	)
Net deferred tax liability	$	(106,202	)	$	(112,228	)

U.S. net operating loss carryforwards (“NOLs”) were $383 million as of December 31, 2007 and $328 million as of December 31, 2006. The U.S. NOLs existing at December 31, 2007 will expire between 2024 and 2028. Foreign NOLs were $299 million at December 31, 2007 and $293 million at December 31, 2006. $159 million of the foreign NOLs existing at December 31, 2007 will expire between 2008 and 2018. The remaining $140 million of NOLs existing at December 31, 2007 have an indefinite carryforward period.

A valuation allowance has been established against the deferred tax assets described above due to the company’s history of tax losses in specific tax jurisdictions as well as the fact that the deferred tax assets are subject to challenge under audit.

The change in the valuation allowance of $21 million reflected in the above table is due to the net effect of changes in deferred tax assets in U.S. and foreign jurisdictions. The net change consisted of an increase of $32 million which was primarily due to the net effect of the creation of new NOLs and the use of NOLs to offset taxable income in the current year, partially offset by a reduction of $11 million primarily due to foreign NOLs that expired in 2007.

Income before taxes attributable to foreign operations was $33 million in 2007, $16 million in 2006, and $230 million in 2005. Undistributed earnings of foreign subsidiaries, approximately $1.3 billion at December 31, 2007, have been permanently reinvested in foreign operating assets. Accordingly, no provision for U.S. federal and state income taxes has been provided on these earnings.

Cash payments for income taxes were $12 million in 2007, $15 million in 2006, and $10 million in 2005. No income tax expense is associated with any of the items included in other comprehensive income.

In July 2006, the FASB issued FASB Interpretation No. (“FIN”) 48, “Accounting for Uncertainty in Income Taxes,” which clarified the accounting for income taxes by prescribing the minimum recognition

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threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. This interpretation was effective for the company beginning January 1, 2007, and required any adjustments as of that date to be charged 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. On that date, the company had unrecognized tax benefits of approximately $40 million, of which $33 million, if recognized, will impact the company’s effective tax rate. The total amount of accrued interest and penalties related to uncertain tax positions on January 1, 2007 was $20 million. The company will continue to include interest and penalties in “Income taxes” in the Consolidated Statements of Income.

A summary of the activity for the company’s unrecognized tax benefits follows:

(In thousands)	2007
Balance as of beginning of the year	$	40,127
Additions of tax positions of current year		438
Additions of tax positions of prior years		1,712
Settlements		(2,718	)
Reductions due to lapse of the statute of limitations		(5,167	)
Foreign currency exchange change		2,928
Balance as of end of the year	$	37,320

At December 31, 2007, the company had unrecognized tax benefits of approximately $37 million, of which $30 million, if recognized, will impact the company’s effective tax rate. Interest and penalties included in “Income taxes” for the twelve months ended December 31, 2007 were $4 million and the cumulative interest and penalties included in the Consolidated Balance Sheet at December 31, 2007 was $20 million.

During the next twelve months, it is reasonably possible that unrecognized tax benefits impacting the effective tax rate could be recognized as a result of the expiration of statutes of limitation in the amount of $5 million plus accrued interest and penalties. In addition, the company has ongoing tax audits in multiple jurisdictions that are in various stages of audit or appeal. If these audits are resolved favorably, unrecognized tax benefits of up to $6 million plus accrued interest and penalties will be recognized. The timing of the resolution of these audits is highly uncertain but reasonably possible to occur in the next twelve months.

The following tax years remain subject to examinations by major tax jurisdictions:

Tax Jurisdiction	Tax Years
United States	2005 – current
Germany	1996 – current
Netherlands	2004 – current

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Note 16 - Segment Information

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 was 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 ingredients 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 and to align with practices of other consumer food companies, the company no longer allocates certain corporate expenses to the reportable segments. These expenses are included in “Corporate” below. Prior period figures have been reclassified to reflect these changes. The company evaluates the performance of its business segments based on operating income. Intercompany transactions between segments are eliminated.

Financial information for each segment follows:

(In thousands)	Bananas			Salads and Healthy Snacks			Other Produce			Corporate			Restructuring			Consolidated
2007
Net sales	$	2,011,859		$	1,259,823		$	1,391,103		$	—		$	—		$	4,662,785
Segment operating income (loss)		114,764			30,902			(27,417	)		(61,210	)		(25,912	)		31,127
Depreciation and amortization		33,650			49,538			6,093			41			—			89,322
Equity in earnings (losses) of investees2		(2,816	)		708			1,667			—			—			(441	)
Total assets3		936,744			1,112,607			354,077			274,174			—			2,677,602
Investment in equity affiliates2		30,164			—			13,109			—			—			43,273
Expenditures for long-lived assets		28,553			48,793			2,214			5,904			—			85,464
Net operating assets		500,732			846,067			168,282			119,689			—			1,634,770
2006
Net sales	$	1,933,866		$	1,194,142		$	1,371,076		$	—		$	—		$	4,499,084
Segment operating income (loss) 1		62,972			31,721			(32,523	)		(89,453	)		—			(27,283	)
Depreciation and amortization		32,880			48,477			6,173			12			—			87,542
Equity in earnings of investees2		2,369			402			3,166			—			—			5,937
Total assets3		976,185			1,112,782			372,119			280,703			—			2,741,789
Investment in equity affiliates2		33,167			648			13,922			—			—			47,737
Expenditures for long-lived assets		28,757			32,601			4,261			2,085			—			67,704
Net operating assets		642,804			864,567			196,450			135,506			—			1,839,327
2005
Net sales	$	1,950,565		$	590,272		$	1,363,524		$	—		$	—		$	3,904,361
Segment operating income (loss)		234,558			(2,245	)		13,538			(58,218	)		—			187,633
Depreciation and amortization		33,946			24,604			6,263			203			—			65,016
Equity in earnings (losses) of investees2		(656	)		(801	)		2,057			—			—			600
Total assets3		1,023,999			1,130,268			366,425			314,234			—			2,834,926
Investment in equity affiliates2		31,276			245			9,888			—			—			41,409
Expenditures for long-lived assets		24,724			901,447			4,057			4,099			—			934,327
Net operating assets		682,024			888,859			194,805			140,386			—			1,906,074

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

¹ The Other Produce and Banana segment results include $29 million and $14 million, respectively, of goodwill impairment charges in 2006 from the Atlanta AG business. Corporate also includes a $25 million charge for a plea agreement related to the U.S. Department of Justice investigation of the company.

² See Note 9 for further information related to investments in and income from equity method investments.

³ At December 31, 2007 and December 31, 2006, goodwill of $549 million and $542 million, respectively, were primarily related to Fresh Express and included in the Salads and Healthy Snacks segment. At December 31, 2005, goodwill of $536 million, $28 million and $14 million, respectively, were allocated to the Salads and Healthy Snacks, Other Produce and Banana segments.

The reconciliation of Consolidated Statement of Cash Flow captions to expenditures for long-lived assets follows:

(In thousands)	2007		2006		2005
Per Consolidated Statement of Cash Flow:
Capital expenditures	$	64,464	$	61,240	$	42,656
Acquisition of businesses		21,000		6,464		891,671
Expenditures for long-lived assets	$	85,464	$	67,704	$	934,327

The reconciliation of the Consolidated Balance Sheet total assets to net operating assets follows:

	December 31,
(In thousands)	2007			2006
Total assets	$	2,677,602		$	2,741,789
Less:
Cash		(74,424	)		(64,915	)
Accounts payable		(439,855	)		(415,082	)
Accrued liabilities		(168,595	)		(135,253	)
Accrued pension and other employee benefits		(71,776	)		(73,541	)
Net deferred tax liability		(106,202	)		(112,228	)
Deferred gain – sale of shipping fleet		(93,575	)		—
Commitments and contingent liabilities		—			(25,000	)
Other liabilities		(88,405	)		(76,443	)
Net operating assets	$	1,634,770		$	1,839,327

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Financial information by geographic area is as follows:

(In thousands)	2007		2006		2005
Net sales
United States	$	1,988,068	$	1,864,421	$	1,261,246
Italy		229,143		218,623		253,170
Germany		1,196,828		1,188,003		1,228,326
Other international		1,248,746		1,228,037		1,161,619
	$	4,662,785	$	4,499,084	$	3,904,361
	December 31,
(In thousands)	2007		2006
Long-lived assets
United States	$	1,228,282	$	1,240,065
Central and South America		128,525		143,173
Germany		99,860		94,523
Other international		264,290		258,508
Shipping operations		35,563		129,027
	$	1,756,520	$	1,865,296

The company’s products are sold throughout the world and its principal production and processing operations are conducted in the United States, Central, and South America. Chiquita’s earnings are heavily dependent upon products grown and purchased in Central and South America. These activities, a significant factor in the economies of the countries where Chiquita produces bananas and related products, are subject to the risks that are inherent in operating in such foreign countries, including government regulation, currency restrictions and other restraints, risk of expropriation, risk of political instability and burdensome taxes. Certain of these operations are substantially dependent upon leases and other agreements with these governments.

The company is also subject to a variety of government regulations in most countries where it markets bananas and other fresh products, including health, food safety and customs requirements, import tariffs, currency exchange controls and taxes.

Note 17 - Contingencies

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. The company agreed to pay a fine of $25 million, payable in five equal annual installments with interest. In September 2007, the United States District Court for the District of Columbia approved the plea agreement, and the company paid the first $5 million annual installment. Prior to the hearing, the DOJ had announced that it would not pursue charges against any current or former Chiquita executives. Pursuant to customary provisions in the plea agreement, the Court placed Chiquita on corporate probation for five years, during which time Chiquita must not violate the law and must implement and/or maintain certain business processes and compliance programs; violation of these requirements could result in setting aside the principal terms of the plea agreement, including the amount of the fine imposed. The company recorded a charge of $25 million in its financial statements for the quarter and year ended December 31, 2006. At December 31, 2007, $5 million of the remaining liability is included in “Accrued liabilities” and $15 million is included in “Other liabilities” in the Consolidated Balance Sheet.

68

Between June and November 2007, four lawsuits were filed against the company in U.S. federal courts, one each in the District of Columbia, the Southern District of Florida, and the District of New Jersey and the Southern District of New York, asserting civil tort claims under various laws, including the Alien Tort Statute, 28 U.S.C. § 1350, the Tort Victim Protection Act, 28 U.S.C. § 1350 note, and state laws. The plaintiffs in all four lawsuits, either individually or as members of a putative class, claim to be family members or legal heirs of individuals allegedly killed or injured by armed groups that received payments from the company’s former Colombian subsidiary. The plaintiffs claim that, as a result of such payments, the company should be held legally responsible for the deaths of plaintiffs’ family members. At present, claims are asserted on behalf of approximately 600 alleged victims in the four suits. The District of Columbia, Florida and New Jersey suits seek unspecified compensatory and punitive damages, as well as attorneys’ fees and costs; the New Jersey suit also requests treble damages and disgorgement of profits, although it does not explain the basis of such demands. The New York suit contains a specific demand of $10 million in compensatory damages and $10 million in punitive damages for each of the 394 alleged victims in that suit. The company believes the plaintiffs’ claims are without merit and is defending itself vigorously against the lawsuits.

Between October and December 2007, five shareholder derivative lawsuits were filed against certain of the company’s current and former officers and directors. Three of the cases are in federal courts, one each in the Southern District of Ohio, the District of Columbia and the District of New Jersey. Two of the cases are in state courts, one each in New Jersey and Ohio. In December 2007, two additional substantially similar derivative actions were filed in state court in Ohio and federal court in New Jersey. All five complaints allege that the named defendants breached their fiduciary duties to the company and/or wasted corporate assets in connection with the payments that were the subject of the company’s March 2007 plea agreement with the DOJ, described above. The complaints seek unspecified damages against the named defendants; two of them also seek the imposition of certain equitable remedies on the company. The New Jersey state court action also asserts claims against the company’s auditor, Ernst & Young, LLP. None of the actions seeks any monetary recovery from the company. The company continues to evaluate the complaints and any action which may be appropriate.

In early January 2008, the claims in the New Jersey state court suit against the company’s current and former officers and directors were dismissed without prejudice. The plaintiff refiled those claims in the U.S. District Court for the District of Columbia. The claims against Ernst & Young are still pending in New Jersey state court. In February 2008, the Ohio state court derivative lawsuit was stayed, pending progress of the federal derivative proceedings. All four of the tort lawsuits, and two of the federal derivative lawsuits, have been centralized in the Southern District of Florida for consolidated or coordinated pretrial proceedings. The remaining two federal derivative lawsuits may also be centralized with the others in Florida.

Based on press reports and other sources, the company has learned that the Colombian Attorney General’s Office has commenced an investigation into payments made by companies in the banana and other industries to paramilitary groups in Colombia, and the company understands this to include payments made by the company’s former Colombian subsidiary. The company believes that it has at all times complied with Colombian law.

In October 2004, the company’s Italian subsidiary, Chiquita Italia, received the first of several notices from various customs authorities in Italy stating that it is potentially liable for additional duties and taxes on the import of bananas by Socoba S.r.l. (“Socoba”) from 1998 to 2000 for sale to Chiquita Italia. The claims aggregate approximately €26.9 million, plus interest currently estimated at approximately €16.7 million. The customs authorities claim that the amounts are due because these bananas were imported with licenses that were subsequently determined to have been forged and that Chiquita Italia should be jointly liable with Socoba because (a) Socoba was controlled by the former general manager of Chiquita Italia and (b) the import transactions benefited Chiquita Italia, which arranged for Socoba to purchase the bananas from another Chiquita subsidiary and, after customs clearance, sell them to Chiquita Italia. Chiquita Italia is contesting these claims through appropriate proceedings, principally on the basis of its good faith belief at the time the import licenses were obtained and used that they were valid. In connection with these claims, there are also criminal proceedings pending in Italy against certain individuals alleged to have been involved. A claim has been filed in one of these proceedings seeking to obtain a civil recovery against Chiquita Italia for damages, should there ultimately be a criminal conviction and a finding of damages. Although Chiquita Italia believes it has strong defenses against this claim, any recovery would not, in any event, significantly increase Chiquita’s potential liability and would be largely offset against any amounts that could be recovered in the civil cases described below.

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In October 2006, Chiquita Italia received notice in one proceeding, in a court of first instance in Trento, that the court had determined that it was jointly liable for a claim of €4.7 million plus interest. Chiquita Italia has appealed this finding; the applicable appeal involves a review of the facts and law applicable to the case, and the appellate court can render a decision that disregards or substantially modifies the lower court’s opinion. Chiquita Italia has issued a letter of credit to allow surety bonds to be posted in the amount of approximately €5.3 million, pending appeal; including interest, the amount of the claim was approximately €5.5 million at December 31, 2007. In March 2007, Chiquita Italia received notice in a separate proceeding that the court of first instance in Genoa had determined that it was not liable for a claim of €7.4 million, plus interest. Customs authorities have until April 6, 2008 to appeal this case. In August 2007, Chiquita Italia received notice that the court of first instance in Alessandria had determined that it was liable for a claim of less than €0.5 million. Chiquita Italia appealed this finding and, as in the Trento proceeding, the appeal will involve a review of the entire factual record and legal arguments of the case. Chiquita Italia may in the future be required to post surety bonds for up to the full amounts claimed in this and other proceedings.

In June 2005, the company announced that its management had become aware that certain of its employees had shared pricing and volume information with competitors in Europe over many years in violation of European competition laws and company policies, and may have engaged in other conduct which did not comply with European competition laws or applicable company policies. The company promptly stopped the conduct and notified the European Commission (“EC”) and other regulatory authorities of these matters.

In July 2007, the company received a Statement of Objections from the EC in relation to this matter. In its Statement of Objections, the EC indicated its preliminary conclusion that an infringement of the European competition rules had occurred. The company filed its response to the Statement of Objections with the EC in September 2007. An oral hearing, in which the companies identified in the Statement of Objections had an opportunity to make oral presentations to the EC, occurred on February 4-6, 2008. A final EC decision will be issued subsequent to the oral hearing. The company expects this decision to be issued sometime during the second or third quarter of 2008, but there are no assurances with respect to actual timing. As part of the broad investigations triggered by the company’s voluntary notification, the EC is also investigating certain alleged conduct in southern Europe in addition to the conduct that is the subject of the Statement of Objections. The company is cooperating fully in that investigation.

Based on the company’s voluntary notification and cooperation with the investigation, the EC notified Chiquita that it would be granted conditional immunity from any fines related to this conduct, subject to customary conditions, including the company’s continuing cooperation with the investigation and a continued determination of its eligibility for immunity. Accordingly, the company does not expect to be subject to any fines by the EC in connection with this matter or the pending additional investigation. However, if at the conclusion of its investigations, which could continue through 2008 or later, the EC were to determine, among other things, that the company did not continue to cooperate or was not otherwise eligible for immunity, then the company could be subject to fines, which, if imposed, could be substantial. The company does not believe that the reporting of these matters or the cessation of the conduct has had or should in the future have any material adverse effect on the regulatory or competitive environment in which it operates.

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Other than the $20 million accrual at December 31, 2007 and the $25 million accrual at December 31, 2006 noted above for liability related to the plea agreement with the U.S. Justice Department, the Consolidated Balance Sheets do not reflect a liability for these contingencies for any of the periods presented.

Note 18 - Quarterly Financial Data (Unaudited)

The following quarterly financial data are unaudited, but in the opinion of management include all necessary adjustments for a fair presentation of the interim results, which are subject to significant seasonal variations.

2007
(In thousands, except per share amounts)	March 31			June 30			Sept. 30			Dec. 31
Net sales	$	1,192,428		$	1,255,359		$	1,061,130		$	1,153,868
Cost of sales		(1,051,672	)		(1,089,546	)		(938,355	)		(1,003,348	)
Operating income (loss)		18,005			34,319			(9,750	)		(11,447	)
Net income (loss)		(3,374	)		8,580			(28,233	)		(26,014	)
Net income (loss) per common share - basic		(0.08	)		0.20			(0.66	)		(0.67	)
Net income (loss) per common share - diluted		(0.08	)		0.20			(0.66	)		(0.67	)
Common stock market price
High		16.84			19.63			19.27			20.99
Low		12.50			13.72			13.87			15.43
2006
(In thousands, except per share amounts)	March 31			June 30			Sept. 30			Dec. 31
Net sales	$	1,153,652		$	1,228,676		$	1,032,004		$	1,084,752
Cost of sales		(992,695	)		(1,060,536	)		(951,945	)		(955,313	)
Operating income (loss)		39,259			45,399			(78,508	)		(33,433	)
Net income (loss)		19,506			22,868			(96,439	)		(41,455	)
Net income (loss) per common share - basic		0.46			0.54			(2.29	)		(0.98	)
Net income (loss) per common share - diluted		0.46			0.54			(2.29	)		(0.98	)
Common stock market price
High		20.34			16.82			17.47			16.16
Low		16.73			12.99			12.78			12.64

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

The operating loss in the fourth quarter of 2007 included a $26 million charge for severance costs and asset write-downs related to the company’s restructuring program announced in October 2007. The operating loss in the fourth quarter of 2006 included a charge of $25 million for plea agreement of a contingent liability related to the Justice Department investigation of the company. The operating loss in the third quarter of 2006 included a goodwill impairment charge of $43 million related to Atlanta AG.

Per share results include the effect, if dilutive, of the assumed conversion of options, warrants and other stock awards into common stock during the period presented. The effects of assumed conversions

71

are determined independently for each respective quarter and year and may not be dilutive during every period due to variations in operating results. Therefore, the sum of quarterly per share results will not necessarily equal the per share results for the full year. For the quarters ended December 31, 2007 and 2006, the shares used to calculate diluted EPS would have been 44.1 million and 43.0 million, respectively, if the company had generated net income. For the quarters ended September 30, 2007 and 2006, the shares used to calculate diluted EPS would have been 43.3 million and 42.7 million, respectively, if the company had generated net income. For the quarter ended March 31, 2007, the shares used to calculate diluted EPS would have been 43.0 million if the company had generated net income.

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Chiquita Brands International, Inc.

SELECTED FINANCIAL DATA

(In thousands, except per share amounts)	Year Ended December 31,
	2007			2006			2005		2004		2003
FINANCIAL CONDITION
Working capital	$	297,966		$	248,528		$	301,875	$	333,838	$	283,057
Capital expenditures		64,464			61,240			42,656		43,442		51,044
Total assets		2,677,602			2,741,789			2,834,926		1,781,901		1,709,423
Capitalization
Short-term debt		14,666			77,630			31,209		34,201		48,070
Long-term debt		799,055			950,887			965,899		315,266		346,490
Shareholders' equity		895,473			875,725			997,985		843,308		761,830
OPERATIONS
Net sales	$	4,662,785		$	4,499,084		$	3,904,361	$	3,071,456	$	2,613,548
Operating income (loss)		31,127			(27,283	)		187,633		112,947		140,386
Income (loss) from continuing operations		(49,041	)		(95,520	)		131,440		55,402		95,863
Discontinued operations		—			—			—		—		3,343
Net income (loss)		(49,041	)		(95,520	)		131,440		55,402		99,206
SHARE DATA
Shares used to calculate diluted earnings (loss) per common share		42,493			42,084			45,071		41,741		40,399
Diluted earnings (loss) per common share:
Continuing operations	$	(1.22	)	$	(2.27	)	$	2.92	$	1.33	$	2.38
Discontinued operations		—			—			—		—		0.08
Net income (loss)		(1.22	)		(2.27	)		2.92		1.33		2.46
Dividends declared per common share		—			0.20			0.40		0.10		—
Market price per common share:
High		20.99			20.34			30.73		24.33		22.90
Low		12.50			12.64			19.65		15.70		8.77
End of period		18.39			15.97			20.01		22.21		22.53

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

See Note 3 to the Consolidated Financial Statements for information on acquisitions and divestitures. See Management’s Discussion and Analysis of Financial Condition and Results of Operations for information related to significant items affecting operating income (loss) for 2007, 2006 and 2005.

Earnings available to common shareholders for the year ended December 31, 2007, used to calculate earnings per share are reduced by a deemed dividend to a minority shareholder in a subsidiary, resulting in an additional $0.06 net loss per common share. See Note 5 to the Consolidated Financial Statements.

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EX-21

EXHIBIT 21

CHIQUITA BRANDS INTERNATIONAL, INC.

SUBSIDIARIES

As of February 14, 2008, the major subsidiaries of the company, the jurisdiction in which organized and the percent of voting securities owned by the immediate parent corporation were as follows:

	Organized Under Laws of	Percent of Voting Securities Owned by Immediate Parent
Chiquita Brands L.L.C.	Delaware	100	%
Chiquita Compagnie des Bananes	France	100	%
Chiquita Fresh North America L.L.C.	Delaware	100	%
CB Containers, Inc.	Delaware	100	%
Chiquita Far East Holdings B.V.	Netherlands	100	%
Chiriqui Land Company	Delaware	100	%
Compania Agricola del Guayas	Delaware	100	%
Compania Mundimar, S.A.	Costa Rica	100	%
Fresh Holding C.V. (1)	Netherlands	100	%
Chiquita Banana Company B.V.	Netherlands	100	%
Hameico Fruit Trade GmbH (2)	Germany	80	%
Atlanta Aktiengesllschaft	Germany	100	%
Atlanta World Trade GmbH	Germany	100	%
Josef Ahorner GmbH	Germany	100	%
Chiquita Italia, S.p.A.	Italy	100	%
Chiquita International Limited	Bermuda	100	%
Bocas Fruit Co. L.L.C.	Delaware	100	%
Exportadora Chiquita Chile Limitada	Chile	100	%
Servicios Chiquita Chile Limitada	Chile	100	%
Compania Bananera Atlantica Limitada	Costa Rica	100	%
Compania Bananera Guatemalteca Independiente, S.A..	Guatemala	100	%
Great White Fleet Ltd.	Bermuda	100	%
Great White Fleet (US) Ltd.	Bermuda	100	%
Tela Railroad Company Ltd.	Bermuda	100	%
Fresh International Corp.	Delaware	100	%
Fresh Express Incorporated	Delaware	100	%

⁽¹⁾ Chiquita Brands L.L.C. owns a 99% interest in Fresh Holding C.V. Chiquita Fresh North America L.L.C. owns a 1% interest in Fresh Holding C.V.

⁽²⁾ Chiquita Banana Company B.V. owns an 80% interest in Hameico Fruit Trade GmbH. Another wholly-owned subsidiary owns the remaining 20% interest in Hameico Fruit Trade GmbH.

EXHIBIT 21 (cont.)

The names of approximately 140 subsidiaries have been omitted. In the aggregate these subsidiaries, after excluding approximately 110 foreign subsidiaries whose immediate parents are listed above and that are involved in fresh foods operations, do not constitute a significant subsidiary. The consolidated financial statements include the accounts of CBII, controlled majority-owned subsidiaries and any entities that are not controlled but require consolidation in accordance with FASB Interpretation No. 46, “Consolidation of Variable Interest Entities - an interpretation of ARB No. 51.”

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Annual Report on Form 10-K of Chiquita Brands International, Inc. (the company) of our reports dated February 27, 2008, with respect to the consolidated financial statements of the company, the company management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of the company, included in the 2007 Annual Report to Shareholders of Chiquita Brands International, Inc.

Our audits also included the financial statement schedules of Chiquita Brands International, Inc. listed in Item 15(a). These schedules are the responsibility of the company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedules referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.

We consent to the incorporation by reference in the following Registration Statements and related prospectuses of Chiquita Brands International, Inc. of our reports dated February 27, 2008 with respect to the consolidated financial statements of the company, the company management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of the company, included in the 2007 Annual Report to Shareholders of Chiquita Brands International, Inc., and our report included in the preceding paragraph with respect to the financial statement schedules of the company included in this Annual Report on Form 10-K of Chiquita Brands International, Inc.

Form	Registration No.	Description
S-8	333-135522	Stock and Incentive Plan
S-8	333-115675	Chiquita Savings and Investment Plan
S-8	333-115673	Aguirre Individual Plan
S-8	333-115671	Employee Stock Purchase Plan
S-8	333-88514	2002 Stock Option and Incentive Plan
S-3	333-123181	Debt Securities, Preferred Stock, Common Stock, Stock Purchase Contracts, Stock Purchase Units

/s/ Ernst & Young LLP

Cincinnati, Ohio

February 27, 2008

EX-24

EXHIBIT 24

POWER OF ATTORNEY

We, the undersigned officers and directors of Chiquita Brands International, Inc. (the company), hereby severally constitute and appoint Brian W. Kocher and James E. Thompson, and each of them singly, our true and lawful attorneys and agents with full power to them and each of them to do any and all acts and things in connection with the preparation and filing of the company’s Annual Report on Form 10-K for the year ended December 31, 2007 (the Report) pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder including specifically, but without limiting the generality of the foregoing, the power and authority to sign in the name of the company and the names of the undersigned directors and officers in the capacities indicated below the Report, any and all amendments and supplements thereto and any and all other instruments and documents which said attorneys and agents or any of them may deem necessary or advisable in connection therewith.

Signature	Title	Date
/s/ Fernando Aguirre	Chairman of the Board, President and Chief Executive Officer	February 21, 2008
Fernando Aguirre
/s/ Morten Arntzen	Director	February 25, 2008
Morten Arntzen
/s/ Howard W. Barker	Director	February 26, 2008
Howard W. Barker
/s/ Robert W. Fisher	Director	February 22, 2008
Robert W. Fisher
/s/ Dr. Clare M. Hasler	Director	February 22, 2008
Dr. Clare M. Hasler

/s/ Durk I. Jager	Director	February 21, 2008
Durk I. Jager
/s/ Jaime Serra	Director	February 21, 2008
Jaime Serra
/s/ Steven P. Stanbrook	Director	February 27, 2008
Steven P. Stanbrook

EX-31.1

EXHIBIT 31.1

Certification of Chief Executive Officer

I, Fernando Aguirre, certify that:

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

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

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

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 28, 2008	/s/ Fernando Aguirre
	Title: Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification of Chief Financial Officer

I, Jeffrey M. Zalla, certify that:

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

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

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

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 28, 2008	/s/ Jeffrey M. Zalla
	Title: Chief Financial Officer

EX-32

EXHIBIT 32

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Chiquita Brands International, Inc. (the “company”), does hereby certify, to such officer’s knowledge, that:

The Annual Report on Form 10-K for the year ended December 31, 2007 of the company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the company.

Dated: February 28, 2008

/s/ Fernando Aguirre
Name:	Fernando Aguirre
Title:	Chief Executive Officer

Dated: February 28, 2008

/s/ Jeffrey M. Zalla
Name:	Jeffrey M. Zalla
Title:	Chief Financial Officer