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, 2008 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  ¨    No  x

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, 2008, the last business day of the registrant’s most recently completed second quarter, was approximately $650 million.

As of February 17, 2009, 44,423,207 shares of Common Stock were outstanding.

Documents Incorporated by Reference

Portions of the Chiquita Brands International, Inc. 2008 Annual Report to Shareholders are incorporated by reference in Parts I and II. Portions of the Proxy Statement for the 2009 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	12
Item 1B.	Unresolved Staff Comments	20
Item 2.	Properties	21
Item 3.	Legal Proceedings	21
Item 4.	Submission of Matters to a Vote of Security Holders	23
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	24
Item 6.	Selected Financial Data	24
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 8.	Financial Statements and Supplementary Data	24
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	24
Item 9A.	Controls and Procedures	24
Item 9B.	Other Information	25
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	26
Item 11.	Executive Compensation	27
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	27
Item 13.	Certain Relationships and Related Transactions, and Director Independence	28
Item 14.	Principal Accountant Fees and Services	28
Part IV
Item 15.	Exhibits and Financial Statement Schedules	29
Signatures		30

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: the customary risks experienced by global food companies, such as prices for commodity and other inputs, currency exchange rate fluctuations, industry and competitive conditions (all of which may be more unpredictable in light of uncertainty in the global economic environment), government regulations, food safety and product recalls affecting the company or the industry, labor relations, taxes, political instability and terrorism; unusual weather conditions and crop risks; access to and cost of financing; any negative operating or other impacts from the relocation of the company’s European headquarters to Switzerland; and the outcome of pending litigation and governmental investigations involving the company, and the legal fees and other costs incurred in connection with such items.

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 90 countries and of packaged salads sold under the Fresh Express^® and other brand names primarily in the United States. The company produces on its owned farms approximately one-third of the bananas it markets, and purchases the remainder of the bananas and all of the lettuce and other fresh produce from third-party suppliers throughout the world.

Management believes that most of the company’s products are well-positioned to withstand the risks of the current global economic slowdown. Many of the company’s products may benefit because they are staple food items that provide both convenience and value to consumers, who may shift more towards eating at home. However, consumer demand for certain of the company’s more premium products may be negatively impacted, including certain value-added salad blends as well as bananas sold at a significant competitive price premium in core European markets, and Just Fruit in a Bottle, the company’s European fresh fruit smoothie product. In North America, demand for bananas has been stable despite cost-driven price increases at retail, and while some consumers are eating more at home and purchasing more retail value-added salads, some consumers have shifted their purchases to less profitable value-added salad products or to private label.

Business Segments

Chiquita reports the following three business segments:

• Bananas. The Banana segment includes the sourcing (purchase and production), transportation, marketing and distribution of bananas.

• Salads and Healthy Snacks. The Salads and Healthy Snacks segment includes ready-to-eat, packaged salads, referred to in the industry as “value-added salads”; fresh vegetable and fruit ingredients used in foodservice; processed fruit ingredient products; and healthy snacking products, including the company’s fresh fruit smoothie, Just Fruit in a Bottle, sold in Europe. The lower operating performance of the salad business in 2008, along with slower growth expectations, recent negative category volume trends and a decline in market values resulting from weakness in the general economy as well as the financial markets, led to a $375 million ($374 million after-tax) goodwill impairment charge in the fourth quarter of 2008.

• Other Produce. The Other Produce segment includes the sourcing, marketing and distribution of whole fresh fruits and vegetables other than bananas.

Prior periods have been restated for discontinued operations. In August 2008, the company sold its subsidiary, Atlanta AG (“Atlanta”). In connection with the sale, the company contracted with Atlanta to continue to serve as the company’s preferred supplier of banana ripening and distribution services in Germany, Austria and Denmark for at least five years. The continuing cash flows are not considered to be significant and, therefore Atlanta is presented as discontinued operations. Prior to the sale, Atlanta represented a significant portion of the Other Produce segment, and also had operations in the Banana segment. Further information on the transaction,

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including summary financial information for these discontinued operations, can be found in Note 3 to the Consolidated Financial Statements.

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 $2.1 billion, $1.8 billion and $1.7 billion in 2008, 2007 and 2006, respectively. Banana sales amounted to approximately 57% of Chiquita’s consolidated net sales in 2008 and approximately 52% in each of 2007 and 2006. Banana sales in Europe and other international markets were approximately 62% of the segment sales in 2008 and approximately 67% in each of 2007 and 2006. The remainder of the banana segment sales are 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. In Europe, the company is the market leader and obtains a price premium for its Chiquita^® bananas. In North America, the company maintains a No. 2 market position in bananas. The company sells approximately one-fourth of all bananas imported into each of these markets. In Europe, the company’s core market is the 27 member states of the European Union (“EU”), Switzerland, Norway and Iceland. In 2009, the company added regular service to certain non-EU Mediterranean countries which were formerly included in Trading markets. The company operates in Trading markets, which include the remainder of Europe, Russia and the Mediterranean, where the volume of fruit sold typically reflects excess banana supplies beyond core market demands, often sold on a spot basis when the company believes it can effectively cover its costs. The company also serves the Asian and Middle East markets primarily through a joint venture. The joint venture sold approximately 11%, 10% and 15% of bananas imported into Japan in 2008, 2007 and 2006, respectively. Sales in the Asian, Middle East and Trading markets are primarily invoiced in U.S. dollars.

Chiquita’s customers are primarily retailers and wholesalers. In North America, the company’s retail customers are national and regional grocery retailers. Continuing industry consolidation has increased the buying leverage of these major grocery retailers. North American retailers and wholesalers generally seek annual, and sometimes multi-year contracts with suppliers that can provide a wide range of fresh produce. In Europe, the company’s customers are also large chain stores and wholesalers with similar consolidation trends; however, they do not typically seek annual or multi-year contracts, but rather competitive high-quality suppliers with whom they can build lasting profitable relationships.

Chiquita has regional sales organizations to service major retail customers and wholesalers. In most cases, these sales organizations provide services for all of the company’s products, not just bananas. In addition, the sales organizations provide customer support, including assistance with transportation and logistics, ripening, and category management for bananas and other produce. In both Europe and North America, the company sells “green” (unripened) bananas and “yellow” (ripened) bananas, which are

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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 94% 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. However in 2008, Chiquita implemented surcharges to recover higher sourcing costs driven by short supply.

In recent years, Chiquita has developed 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 2004, Chiquita signed a Joint Technology Development and Supply Agreement through 2011, with a five-year renewal option through 2016, 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. This technology was used to introduce “Chiquita-to-Go” bananas into quick-service restaurants and convenience stores in supply boxes containing 40 individual bananas. The company has also applied this technology to certain other produce items to extend shelf-lives.

Pricing

The selling price received for bananas depends on several factors, including their availability and quality in relation to competing fresh fruit items. Banana pricing (both to purchase and to sell) is seasonal because a major portion of other fresh fruit 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. Particularly in core European and Trading markets, it is customary for prices to reset weekly to reflect market changes in supply, demand and cost. Although Chiquita sells some bananas in Europe 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 dynamics. 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.

Sourcing

Bananas grow in tropical climates where the temperature generally does not fall below 50 degrees Fahrenheit. Under normal circumstances, banana plants can produce fruit for harvest approximately every seven months. If banana plants are destroyed (e.g. from flooding, disease or other causes), replantings will bear fruit for harvest in approximately nine months under normal circumstances. 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 2008, 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, Nicaragua and the Philippines. Chiquita sold its Ivory Coast operations in January 2009. In 2008, Chiquita entered into long-term strategic sourcing agreements in Mozambique and

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Angola and expects to begin sourcing bananas from these countries in 2010. In 2008, approximately one-third of the bananas sourced by Chiquita were produced by subsidiaries on owned farms 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 2008, Chiquita’s five largest independent growers, which operate in Colombia, Ecuador, Costa Rica and Guatemala, provided approximately 48% of Chiquita’s total volume of purchased bananas from Latin America. In January 2008, Chiquita 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 and Costa Rica through 2012. Through this agreement, Chiquita purchases approximately 15 million boxes of bananas per year, primarily from Colombia, which continues to account for more than 19% 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 additional 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, penalties payable by the grower for shortages to contracted volumes, and other provisions common to contracts for the international sale of goods. 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. Chiquita also specifies many of the same requirements for its growers.

The production of bananas is vulnerable to (1) adverse weather conditions, including windstorms, floods, drought and temperature extremes, (2) natural disasters, such as earthquakes and hurricanes, (3) crop disease, such as the leaf fungus, black sigatoka, and (4) pests. See “Item 1A—Risk Factors” for further information on risks inherent in the production of bananas.

Labor costs in the tropics for Chiquita’s owned production of bananas represented 3% of the company’s total operating costs in 2008. These costs vary depending on the country of origin. To a lesser extent, fertilizer costs are important as well as paper costs for the production and packaging of bananas.

Logistics

Bananas are distributed internationally and 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 charters refrigerated cargo ships to transport its bananas. These ships are highly specialized, in both size and technology, for international trade in bananas and other refrigerated products.

In June 2007, Chiquita sold its twelve refrigerated cargo ships and chartered them back from an alliance formed by two global shipping operators, Eastwind Maritime Inc. and NYKLauritzenCool AB. Eleven of the ships are being chartered back through 2014, with options for up to an additional five years, and one ship is being chartered back through 2010, with an option for up to an additional two years. In connection with this transaction, Chiquita also chartered seven additional ships for two or three year terms.

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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 sale-leaseback 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 (e.g. hurricanes or tropical storms). 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.

Transportation costs are significant; however Chiquita believes it has a cost-efficient transportation system. Total logistics costs were approximately $450 million, $400 million and $350 million in 2008, 2007 and 2006, respectively. The price of bunker fuel used in shipping operations is an important variable component of transportation costs. The ship sale-leaseback transaction does not impact the company’s ongoing fuel exposure because the company continues to pay for the bunker fuel used by these ships throughout their charter periods. Historically, and especially over the last few years, bunker fuel prices have been volatile. Chiquita hedges this risk with forward contracts permitting it to lock in fuel purchase prices of up to three-fourths of its core bunker fuel needs for up to three years and thereby minimize the volatility that fuel prices could have on its operating results. However, these hedging strategies do not fully protect against continually rising fuel prices and also can result in losses when market prices for fuel decline. Due to the decline in fuel prices in late 2008, in relation to market forward fuel prices at December 31, 2008, the company’s hedge positions entailed potential unrecognized losses of $24 million, $36 million and $17 million in 2009, 2010 and 2011, respectively. However, the company expects that these potential losses will be partly offset by lower market prices of bunker fuel. In order to reduce ocean transportation costs, Chiquita transports third-party cargo, primarily from North America and Europe, to Latin America. See further discussion of the company’s hedging activities in the “Market Risk Management—Financial Instruments” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Notes 1 and 10 to the Consolidated Financial Statements, both included in Exhibit 13.

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. Generally, 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.

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.

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. Chiquita also operates pressurized ripening rooms in Europe and North America to continue to manage the ripening process. In 2008, the company sold its German distribution business, Atlanta; however, Atlanta will continue to serve as the company’s preferred supplier of banana ripening and distribution services in Germany, Austria and Denmark for at

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least five years. The company believes Chiquita’s 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 packaged, ready-to-eat salads in the retail market, commonly referred to as “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, $1.3 billion and $1.2 billion for the years ended December 31, 2008, 2007 and 2006, respectively. The Fresh Express business diversifies the company through value-added products and a more balanced mix of sales between Europe and North America. This diversification makes the company less susceptible to risks unique to Europe, such as foreign exchange risk and the dynamics of the regulated banana import market in the EU.

During the second half of 2008 and particularly in the fourth quarter, the salad business was impacted by slower category growth and higher product supply costs, including temporary inefficiencies during the consolidation of salad processing and distribution facilities. The company also experienced higher costs from new products including the expansion of Gourmet Café salads in North America.

In response, the company implemented strategies to improve the profitability of the salads business, including: increasing pricing in retail and foodservice; eliminating unprofitable contracts and products; modifying pricing to recover fuel-related cost increases; eliminating network inefficiencies; and improving trade spending and merchandising. As part of these strategies, the company elected not to renew contracts with certain foodservice customers who were unwilling to accept price increases, and as a result, the company expects its foodservice volume could decline by as much as 50% in 2009. Although this decline in foodservice volume is expected to have a temporary negative impact on the company’s cost structure until it can be replaced with more profitable retail and foodservice volume, the company expects 2009 results of its overall salad operations to improve over 2008, as a result of its profit-improvement strategies.

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. During 2008, the company also distributed more than approximately 550 fresh produce foodservice offerings, primarily to third-party distributors for resale mainly to quick-service restaurants located throughout the U.S. However, as part of the strategy implemented by the company in late 2008 to improve the profitability of the salads business by eliminating unprofitable contracts and products, the number of fresh foodservice offerings was reduced to approximately 80. Fresh Express’ retail value-added salads had 45% and 47% retail market share during 2008 and 2007, respectively, which is the No. 1 position 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 typically higher during the second and third quarters of the year. The company believes Fresh Express 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 of single-serve fruit snacks sold in convenience, retail and foodservice outlets.

Competition

Fresh Express competes with a variety of other branded and private label value-added salads. Retail competitors include Dole Food Company, Ready Pac Produce, and Taylor 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

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the area of food safety in the salad industry – see “Health, Environmental and Social Responsibility” below. Approximately one-fourth of the Salads and Healthy Snacks segment net sales have been to foodservice 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 products and 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 with fixed prices per case. An advantage of these contracts is that they stabilize demand and pricing throughout the year. 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. However in late 2008, Chiquita was able to renegotiate many of these contracts to include terms that permit the company to more quickly recover rising fuel and fuel-related costs.

Value-added salads sold to grocery retailers are supported by a 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. This same sales network also handles sales of bananas and other produce sold by Chiquita. Chiquita provides fresh-cut produce, 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.

The following table presents information about the Fresh Express retail value-added product lines that represent 10% or more of retail sales:

• 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.

Chiquita also provides value-added produce items under the Fresh Express label to foodservice distributors nationwide for resale primarily to quick-service restaurants. Foodservice customers mainly

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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 six processing/distribution plants and one distribution center located in California, Georgia, Illinois, Pennsylvania and Texas. Orders for value-added salads and other fresh-cut produce are shipped quickly after 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

In 2006, Chiquita introduced “Just Fruit in a Bottle,” a line of 100% fresh fruit smoothies. Through 2008, distribution of Just Fruit in a Bottle has expanded to six countries in Europe: Belgium, Denmark, Germany, the Netherlands, Sweden, and Austria. Just Fruit in a Bottle consists of Chiquita banana puree and other fresh fruit, which is bottled in Germany. Chiquita uses third-party distribution services to make frequent deliveries in refrigerated trucks to retail and convenience customers. Chiquita incurred $26 million of operating losses in the successful expansion of Just Fruit in a Bottle in 2008 compared to $16 million in 2007. The company expects the total annual operating losses to be significantly less in 2009. Just Fruit in a Bottle has achieved the No. 1 market position in most markets served. Major branded competitors include Tropicana, Innocent and True Fruits.

The healthy snacks business in North America involves purchasing, processing, packaging and distributing a variety of fresh-cut apples and carrots in a variety of convenient, Chiquita-branded packaging, such as “Chiquita Fruit Bites,” which are sold throughout 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’s North American healthy snack fruit processing facilities are in Illinois, Georgia and California.

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, stonefruit, apples, kiwi and tomatoes. Net sales of the Other Produce segment were approximately $244 million, $354 million and $348 million in 2008, 2007 and 2006, respectively. Prior to the sale of Atlanta in August 2008, most Other Produce sales were in Germany and Austria, through Atlanta. Segment results have been restated to exclude Atlanta and include only continuing operations.

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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

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. Substantially all of the Far East operations are currently conducted through a joint venture.

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.

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 certain cases, provides growers of non-banana produce pre-shipment advances which are repaid when the produce is harvested and sold. These advances are interest-bearing and short-term in nature. In addition, the company requires property liens and pledges of the season’s produce as collateral to support the advances. The company purchases more than 160 different varieties 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 and 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 and Asia. 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.

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 17 to the Consolidated Financial Statements, both included in Exhibit 13, and “Item 1A - Risk Factors.”

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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. 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 trademarks 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 2009 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.

Since the early 1990s, the company has implemented programs to significantly improve its environmental performance related to banana production. Chiquita has undertaken a considerable effort to achieve certification under the standards of the Rainforest Alliance, an independent non-governmental organization. This 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 been certified under this program since 2000. Chiquita also encourages and works with its third-party suppliers to achieve compliance with these standards. 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). In addition, as of December 2008, all of the company-owned banana farms have achieved certification to GlobalGAP, an international food safety standard.

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. Fresh Express standards are more stringent than existing industry food safety standards, which have been strengthened in recent years. The Fresh Express food safety practices include

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(i) monitoring fields where purchased lettuce and leafy greens are grown to limit the proximity to livestock feedlots and pastures, (ii) limiting 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, 2008, the company had approximately 23,000 employees, approximately 17,000 of whom work in Latin America. Approximately 14,000 of the employees working in Latin America are covered by labor contracts. Many of the Latin American labor contracts, covering approximately 7,000 employees, are currently being negotiated and/or expire in 2009. Approximately 1,800 of the company’s Fresh Express employees in the U.S. are covered by labor contracts and all of the Fresh Express labor contracts expire no sooner than December 31, 2010.

International Operations

The company conducts business 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 to limit the risk of receivable losses from certain customers. Credit insurance provides a level of protection from customer financial problems where it is impractical to seek recovery of the fresh produce that was sold. 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 operations in Europe. 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-U.S. dollar exchange rate. Chiquita’s policy is to exchange local currencies for dollars promptly upon receipt, thus reducing exchange risk. The company seeks to reduce its exposure to this volatility by purchasing euro option hedging contracts.

For information with respect to the company’s hedging activities, 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.

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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.

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.

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 our 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 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.

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

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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.

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. Based on retail scan data, industry and our Fresh Express value-added salad unit volumes in the fourth quarter of 2008 were down 4 percent. In the Salads and Healthy Snacks segment, approximately one-fourth of revenues in each of 2008 and 2007 was 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. In our salads business, we declined to bid on certain foodservice contracts in 2008 that we believed would be unprofitable or have a very low margin, and as a result, our foodservice volume declined 25 percent in the fourth quarter of 2008. Foodservice volume may be as much as 50 percent lower for the full year 2009, although we expect to migrate the use of that production capacity toward retail and healthy snacking products.

From time to time, our large retail customers may impose upon their suppliers, including us, new or revised requirements, which could increase our costs. These business demands may relate to food safety, inventory practices, logistics or other aspects of the customer-supplier relationship. If we fail to meet customer demands, we could lose customers, which could also have a material adverse effect on our results of operations.

In the current global economic downturn, consumers’ purchasing habits are changing, as they seek value pricing; this may affect sales volume and profitability on some of our products and we cannot predict the extent or duration of these changes.

As a result of the current global economic downturn, consumers have become more careful in their purchases, which may affect sales and pricing of some of our products. For example, in Europe, where our bananas are sold as a premium brand, there may be some movement of consumers to purchase “value” or unbranded bananas. This may affect the volume and price at which we can sell premium bananas in Europe. In the North American salad business, several socio-economic changes appear to be occurring simultaneously: (1) some consumers are making fewer trips per month to the grocery store which can adversely impact the sales of highly perishable goods, (2) some consumers appear to be shifting their purchasing habits to lower cost products within the value-added salads category, (3) some consumers are moving from branded packaged salads to private label and (4) some consumers are increasing their purchases of packaged salads (perhaps due to fewer meals in restaurants). By the same token, there may be pressure on pricing and volume of some of our other value-added products, such as Just Fruit in a Bottle, which may extend the time until they become profitable. There can be no assurance whether or when consumer confidence will return or that these trends will not increase.

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 2008, approximately two-thirds of the bananas and all of the lettuce and other produce we sourced 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 such as exit prices for bananas (which are set by the government in several banana exporting countries), agricultural programs, severe and prolonged weather conditions and natural disasters. Increased costs for purchased fruit and vegetables have

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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. Our purchased fruit costs for 2009 are expected to increase over 2008, even though some of the inputs to these costs (such as fertilizer and fuel) have decreased.

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, although fuel prices decreased in the second half of 2008, there can be no assurance that there will not be further increases in the future. Any reductions in fuel-related costs in 2009 will be partly offset by fuel hedging results, which, at current forward rates, would generate losses in 2009 versus a gain in 2008. In addition, fuel and transportation cost is a significant component of much of the produce that we purchase from growers and distributors, and there can be no assurance that we would be able to pass on to our customers future increases in fuel-related costs incurred in these respects.

Paper and fertilizer costs are significant for the production and packaging of bananas. Bananas and most other produce items are packed in cardboard boxes for shipment. If the price of paper or fertilizer increases, or the price of the fresh produce that we purchase increases, we may not be able to effectively pass these price increases along to our customers.

The impact of the current global economic downturn may have other impacts which cannot be fully predicted.

The full impact of the current global economic downturn on customers, vendors and other business partners cannot be anticipated. For example, major customers or vendors may have financial challenges unrelated to Chiquita that could result in a decrease in their business with us or, in extreme cases, cause them to file for bankruptcy protection. Similarly, parties to contracts may be forced to breach their obligations under those contracts. Although we exercise prudent oversight of the credit ratings and financial strength of our major business partners and seek to diversify our risk to any single business partner, there can be no assurance that there will not be a bank, insurance company, supplier, customer or other financial partner that is unable to meet its contractual commitments to us. Similarly, stresses and pressure in the industry may result in impacts on our business partners and competitors which could have wide ranging impacts on the future of the industry.

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

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 the replanting of 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.

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Incremental costs also may 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.

Competitors may be affected differently by these factors. For example, floods, hurricanes and tropical storms may impact industry participants differently based on the location of their production. For example, as a result of flooding which affected some of our owned farms in Costa Rica and Panama in December 2008, we incurred approximately $8 million in the fourth quarter of 2008 and we expect to incur approximately $30 million of higher costs in 2009 related to the cost of rehabilitating the farms as well as procuring replacement fruit from other sources and the related incremental logistics costs.

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.

Fluctuations in currency exchange rates, as well as losses on hedging positions for fuel, 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 40% of our total sales were in Europe in each of 2008, 2007 and 2006. 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 in 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 reduce currency exchange risk from sales originating in currencies other than the U.S. dollar by exchanging local currencies for dollars promptly upon receipt. We further reduce our currency exposure for these sales by purchasing hedging instruments (principally euro put option contracts) to hedge the dollar value of our estimated net euro cash flow exposure up to 18 months into the future. These put option contracts allow us to exchange a certain amount of euros for U.S. dollars at either the exchange rate in the option contract or the spot rate. At February 13, 2009, we had hedging coverage for approximately three-fourths of our expected net euro cash flow exposure for 2009 and approximately one-third of our expected net exposure for 2010 at average rates of $1.39 per euro. At December 31, 2008, we had $26 million of unrealized potential gains on our currency hedges, of which $16 million is expected to be reclassified to net income during 2009.

The costs of our shipping operations are exposed to the risk of rising fuel prices. Although we sold our twelve ships in June 2007, we are still responsible for purchasing fuel for these ships, which are chartered back under long-term leases. To reduce the risk of rising fuel prices, we enter into bunker fuel forward contracts that allow us to lock-in fuel prices up to three years in the future. Bunker fuel forward contracts can offset increases in market fuel prices or can result in higher costs from declines in market fuel prices. At February 13, 2009, we had hedging coverage for approximately three-fourths of our expected fuel purchases through 2011 at average bunker fuel swap rates of $353, $481 and $439 per metric ton in 2009, 2010 and 2011, respectively. At December 31, 2008, we had $77 million of unrealized potential losses on our bunker fuel forward contracts, of which $24 million is expected to be reclassified to net income in 2009.

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The personnel transition in connection with relocation of our European headquarters to Switzerland and other restructuring activities may have negative operating impacts.

During the fourth quarter of 2008, we committed to a plan to relocate our European headquarters from Antwerp, Belgium to Rolle, Switzerland. We expect to recognize approximately $12-16 million one-time costs related to this relocation in 2009. Approximately 100 positions in Antwerp were affected, many of which have been, or are still in the process of being, filled with employees who will not relocate from Antwerp. The relocation, which began in December 2008 and is expected to be completed in 2009, does not affect employees in sales offices, ports and other field offices throughout Europe. However, for the corporate and staff groups in which significant numbers of employees are being replaced, there may be interruptions and inefficiencies as new employees gain experience in their new roles and familiarize themselves with business processes and operating requirements. There can be no assurance that there will not be adverse effects on operating results in Europe as a result.

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, 2008, our indebtedness was approximately $777 million (including approximately $193 million of subsidiary debt) and as of the date of this filing, we had borrowed an addition $20 million under our subsidiary’s revolving credit facility for normal seasonal working capital needs. We have no debt maturities of more than $20 million in any year prior to 2014.

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 (1) increases our vulnerability to adverse general economic or industry conditions; (2) limits our flexibility in planning for, or reacting to, changes in our business or our industry; (3) limits our ability to make strategic acquisitions and investments, introduce new products or services, or exploit business opportunities; and (4) places us at a competitive disadvantage relative to competitors that have less debt or greater financial resources.

We have a revolving credit facility under which $129 million was available as of December 31, 2008, and $109 million is available as of the date of this filing. There can be no assurance that, even under a committed facility, all of the lenders will be able to meet their lending commitments or, if any lender defaulted, that the remaining lenders would lend incremental amounts or that alternative lenders could be substituted.

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.

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.

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Future acquisitions, investments, innovations and strategic alliances 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;

• 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, 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 regulation and action in relation to these operations. 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 U.S. or other applicable law. See Note 18 to the Consolidated Financial Statements, included in Exhibit 13, and “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

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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 Colombian payments, (iii) an investigation by EU competition authorities relating to prior information sharing in Europe and (iv) customs proceedings in Italy. In connection with the plea agreement with the U.S. Department of Justice, we agreed that, during a five-year probationary period, we would not commit any federal, state or local crimes. Accordingly, the commission of any illegal acts in the future could also give rise to liabilities under the plea agreement.

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.

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 NYKLauritzenCool 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

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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. One of these contracts, covering 4,100 employees, is currently expired and under negotiation. Several more contracts, covering 3,000 employees, will expire during 2009 and/or are currently under negotiation. Under applicable 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 none of these contracts expire prior to December 31, 2010. 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. The new U.S. federal administration has, as one of its priorities, legislation that would make it significantly easier for unions to organize workers. While we respect freedom of association, increased unionization of our workforce could increase our operating costs and/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 who are authorized to work in the U.S. The availability and number of these workers is subject to decrease if there are changes in U.S. immigration laws. If these laws changed, the scarcity of available personnel to harvest agricultural products purchased by Fresh Express in the U.S. could increase our costs for those products or could lead to product shortages.

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

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stringent and the compliance cost 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 Snacks 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.

We have a significant 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, 2008, we had approximately $760 million of intangible assets such as goodwill and trademarks on our balance sheet, the value of which depend on a variety of factors, including the success of our business and earnings growth. Accounting standards require us to review goodwill and trademarks at least annually for impairment, and more frequently, if impairment is indicated. We recorded a $375 million ($374 million after-tax) impairment charge in the fourth quarter of 2008 relating to goodwill at Fresh Express. There can be no assurance that future reviews of our goodwill, trademarks and other intangible assets will not result in additional impairment charges. Although it does not affect cash flow or our compliance under the company’s current credit facility, an impairment charge does have the effect of decreasing our earnings and shareholders’ equity.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

20

ITEM 2. PROPERTIES

As of December 31, 2008, 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. 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. 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 NYKLauritzenCool AB. The parties also entered a long-term strategic agreement in which the alliance will serve as Chiquita’s preferred supplier in ocean shipping from Latin America to and from Europe and North America.

In the company’s Salads and Healthy Snacks segment, the company has six processing/distribution plants and one distribution center located in California, Georgia, Illinois, Pennsylvania and Texas. Management believes these facilities have capacity for the company’s planned growth for at least the next several years.

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.

Chiquita Brands L.L.C. (“CBL”), the main operating subsidiary of the company, owns directly or indirectly substantially all the business operations and assets of the company, and 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 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 9 to the Consolidated Financial Statements in Exhibit 13 for a more complete description of the credit facility.

Chiquita believes its property and equipment are generally well maintained, in good operating condition and adequate for its present needs. The company maintains reasonable and customary insurance programs protecting its financial interest in business assets. Banana crop losses are self-insured because of the high cost of third-party insurance. The company’s risk of banana crop loss is reduced as a result of internal best practices and mitigation efforts, as well as 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 Note 6 to the Consolidated Financial Statements in Exhibit 13.

ITEM 3. LEGAL PROCEEDINGS

Information included in all but the last paragraph of Note 18 to the Consolidated Financial Statements included in Exhibit 13, including the descriptions of the Columbia-Related Matters, the Italian Customs Matters and the European Competition Law Investigations is incorporated herein by reference.

21

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 3,050 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 discovery and do not quantify the alleged damages. In December 2008, these cases were re-filed as 30 separate actions to comply with local procedural rules. 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; these cases are in discovery. None of the suits pending in California or Panama identify how many of the approximately 3,450 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.

Over the last 22 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. Six 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 40 state court cases have been resolved without any payment. In addition to the state court cases, there are approximately 5,310 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 seven MARDOC

22

cases have been reinstated against the company, one of the cases has been dismissed and there has been little activity in the remaining six 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 Consolidated Financial Statements of the company.

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 Consolidated 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.

23

PART II

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

As of February 17, 2009, there were 1,237 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 9, 16 and 19, 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 19 to the Consolidated Financial Statements, are incorporated herein by reference.

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

None.

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

24

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, 2008, 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, 2008. 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 has concluded that, as of December 31, 2008, 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

Based on an evaluation by Chiquita’s management, with the participation of the company’s Chief Executive Officer and Chief Financial Officer, during the quarter ended December 31, 2008, 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.

Report of independent registered public accounting firm

The Audit Committee engaged PricewaterhouseCoopers LLP, an independent registered public accounting firm, to audit the company’s 2008 financial statements and its internal control over financial reporting and to express opinions thereon. The scope of the audits is set by PricewaterhouseCoopers following review and discussion with the Audit Committee. PricewaterhouseCoopers has full and free access to all company records and personnel in conducting its audits. Representatives of PricewaterhouseCoopers 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 Audit Committee. PricewaterhouseCoopers has issued an opinion on the company’s 2008 Consolidated Financial Statements and the effectiveness of the company’s internal control over financial reporting. This report is included in the Consolidated Financial Statements included in Exhibit 13.

ITEM 9B. OTHER INFORMATION

None.

25

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 27, 2009, 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 2009 Annual Meeting of Shareholders, and “Item 1 – Business – Additional Information.”

Executive Officers of the Registrant

Fernando Aguirre (age 51) has been Chiquita’s President and Chief Executive Officer and a director since January 2004 and its 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. Prior to that Mr. Aguirre had served P&G in various capacities since 1980 including in an executive capacity with P&G’s Global Snacks and U.S. Food Products business units. Mr. Aguirre is also a director of Coca-Cola Enterprises Inc.

Kevin R. Holland (age 47) 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 39) 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 and Vice President of National Accounts from April 2003 to October 2004.

Michel Loeb (age 54) has been President, Europe and Middle East since October 2007. He was President, Chiquita Fresh Group—Europe from January 2004 to October 2007. Prior to that Mr. Loeb served S.C. Johnson & Son, Inc., a manufacturer of consumer products, in various sales, marketing and management capacities from 1988 to December 2003.

Manuel Rodriguez (age 59) 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.

26

James E. Thompson (age 48) 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 47) 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. Prior to that Mr. Viviani had served P&G in various capacities and locations since 1989.

Jeffrey M. Zalla (age 43) 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. Mr. Zalla has served the company in various positions since 1990.

Waheed Zaman (age 48) 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 was 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 2009 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 2009 Annual Meeting of Shareholders.

27

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

The information required by this Item 13 is incorporated herein by reference, if any, 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 2009 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 2009 Annual Meeting of Shareholders.

28

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 Firms are included in Exhibit 13:

	Page of Exhibit 13
Reports of Independent Registered Public Accounting Firms	27
Consolidated Statements of Income for the years ended 2008, 2007 and 2006	29
Consolidated Balance Sheets at December 31, 2008 and 2007	30
Consolidated Statements of Shareholders’ Equity for the years ended 2008, 2007 and 2006	32
Consolidated Statements of Cash Flow for the years ended 2008, 2007 and 2006	34
Notes to Consolidated Financial Statements	36

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 33 through 37 and pages 38 and 39, 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 for the year ended 2008 is included on page 32 and the respective consent is attached as Exhibit 23.1. The report of the independent registered public accounting firm on these financial statements for the years ended 2007 and 2006 is included in their respective consent attached as Exhibit 23.2.

3. Exhibits. See Index of Exhibits (pages 40 through 45) for a listing of all exhibits to this Annual Report on Form 10-K.

In reviewing the agreements included as exhibits to this Annual Report on Form 10-K, please remember they are included to provide readers with information regarding their terms and are not intended to provide any other factual or disclosure information about any of the parties to the agreements. Agreements included as exhibits may contain representations and warranties by one or more of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

• should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

• may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

• may apply standards of materiality in a way that is different from what may be viewed as material to investors; and

• were made only as of the date of the agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.

29

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 27, 2009.

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 27, 2009:

/s/ Fernando Aguirre	Chairman of the Board, President and Chief
Fernando Aguirre	Executive Officer (Principal Executive Officer)
Howard W. Barker, Jr.*	Director
Howard W. Barker, Jr.
William H. Camp*	Director
William H. Camp
Robert W. Fisher*	Director
Robert W. Fisher
Dr. Clare M. Hasler*	Director
Dr. Clare M. Hasler
Durk I. Jager*	Director
Durk I. Jager

30

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 D. Donnan		Vice President, Controller and Chief Accounting
Brian D. Donnan		Officer (Principal Accounting Officer)
* By	/s/ Brian D. Donnan
	Attorney-in-Fact**

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

31

Report of Independent Registered Public Accounting Firm on

Financial Statement Schedules

To the Board of Directors

of Chiquita Brands International, Inc.

Our audits of the consolidated financial statements and of the effectiveness of internal control over financial reporting referred to in our report dated February 27, 2009 appearing in the 2008 Annual Report to Shareholders of Chiquita Brands International, Inc. (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedules listed in Item 15(a)(2) of this Form 10-K. In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

/s/ PricewaterhouseCoopers LLP

Cincinnati, Ohio

February 27, 2009

32

CHIQUITA BRANDS INTERNATIONAL, INC. – PARENT COMPANY ONLY

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF REGISTRANT

(In thousands)

Condensed Balance Sheets

	December 31,
	2008		2007
ASSETS
Current assets:
Cash and equivalents	$	—	$	—
Other current assets		2,134		1,636
Total current assets		2,134		1,636
Investments in and accounts with subsidiaries		1,146,777		1,398,008
Other assets		27,856		29,081
Total assets	$	1,176,767	$	1,428,725
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Long-term debt due within one year	$	—	$	—
Accounts payable and accrued liabilities		25,963		20,584
Total current liabilities		25,963		20,584
Long-term debt		583,773		475,000
Long-term debt due to subsidiary		91,227		—
Commitments and contingent liabilities		—		—
Other liabilities		28,127		37,668
Total liabilities		729,090		533,252
Shareholders’ equity		447,677		895,473
Total liabilities and shareholders’ equity	$	1,176,767	$	1,428,725

33

CHIQUITA BRANDS INTERNATIONAL, INC. – PARENT COMPANY ONLY

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF REGISTRANT

(In thousands)

Condensed Statements of Operations

	2008			2007			2006
Net sales	$	—		$	—		$	—
Cost of sales		—			—			—
Selling, general and administrative		(57,168	)		(48,186	)		(52,240	)
Equity in (losses) earnings of subsidiaries		(216,928	)		43,847			23,985
Restructuring		—			(3,770	)		—
Charge for contingent liabilities		—			—			(25,000	)
Operating income (loss)		(274,096	)		(8,109	)		(53,255	)
Interest expense		(47,886	)		(40,158	)		(40,165	)
Interest expense to subsidiary		(1,666	)		—			—
Other income (expense), net		(1,977	)		126			—
Income (loss) before income taxes		(325,625	)		(48,141	)		(93,420	)
Income taxes		1,900			(900	)		(2,100	)
Net income (loss)	$	(323,725	)	$	(49,041	)	$	(95,520	)

34

CHIQUITA BRANDS INTERNATIONAL, INC. – PARENT COMPANY ONLY

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF REGISTRANT

(In thousands)

Condensed Statements of Cash Flow

	2008			2007			2006
Cash flow from operations	$	(12,400	)	$	(1,832	)	$	11,450
Investing
Investments in subsidiaries		(193,434	)		—			—
Cash flow from investing		(193,434	)		—			—
Financing
Issuances of long-term debt		200,000			—			—
Deferred financing fees for long-term debt		(6,566	)		—			—
Proceeds from exercise of stock options/warrants		12,400			1,832			1,159
Dividends on common stock		—			—			(12,609	)
Repurchase of common stock		—			—			—
Cash flow from financing		205,834			1,832			(11,450	)
Change in cash and equivalents		—			—			—
Balance at beginning of period		—			—			—
Balance at end of period	$	—		$	—		$	—

35

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 Chiquita Brands L.L.C. (“CBL”), the main operating subsidiary of the company, acting as agent for Chiquita Brands International, Inc. (“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. Any future payments of dividends would require approval of the board of directors.

In March 2008, CBII and CBL entered into a new credit facility with a syndicate of bank lenders for a six-year, $350 million senior secured credit facility (“Credit Facility”). The Credit Facility places customary limitations on the ability of CBL and its subsidiaries to incur additional debt, create liens, dispose of assets, carry out mergers and acquisitions and make investments and capital expenditures, as well as limitations on CBL’s ability to make loans, distributions or other transfers to CBII. However, payments to CBII are permitted: (i) whether or not any event of default exists or is continuing under the Credit Facility, for all routine operating expenses in connection with the company’s normal operations and to fund certain liabilities of CBII (including interest payments on the Senior Notes and Convertible Notes) and (ii) subject to no continuing event of default and compliance with the financial covenants, for other financial needs, including (A) payment of dividends and distributions to the company’s shareholders and (B) repurchases of the company’s common stock and warrants.

4. In the fourth quarter 2008, the company recorded a $375 million ($374 million after-tax) Fresh Express goodwill impairment charge in the Salads and Healthy Snacks segment which is included in “Equity in (losses) earnings of subsidiaries” on the Condensed Statement of Operations. The goodwill impairment was the result of lower operating performance of the salad business in 2008, along with slower growth expectations, recent negative category volume trends and a decline in market values resulting from the weakness in the general economy as well as the financial markets.

5. On February 12, 2008, 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 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

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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.

6. In September and October 2008, CBL completed a program to repurchase CBII Senior Notes in the open market with $75 million of the net proceeds from the sale of Atlanta (see Note 3 to the Consolidated Financial Statements included in Exhibit 13). CBL repurchased $55 million principal amount of 7 ¹/2% Senior Notes due 2014 and $36 million principal amount of 8 ⁷/8% Senior Notes due 2015. Although CBL does not intend to resell any of the Senior Notes purchased, the Senior Notes were not retired and therefore are included on the Condensed Balance Sheets as “Long-term debt due to subsidiary”. In addition, CBII separately reports interest expense paid or due to CBL on the Condensed Statements of Operations as “Interest expense to subsidiary.” These amounts are eliminated in consolidation in the Consolidated Financial Statements included in Exhibit 13.

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CHIQUITA BRANDS INTERNATIONAL, INC.

SCHEDULE II – CONSOLIDATED ALLOWANCE FOR DOUBTFUL ACCOUNTS

RECEIVABLE

(In thousands)

	2008		2007			2006
Balance at beginning of period	$	10,579	$	11,356		$	11,227
Additions:
Charged to costs and expenses		966		1,743			2,020
		966		1,743			2,020
Deductions:
Write-offs		1,135		3,036			3,587
Other, net		1,278		(516	)		(1,696	)
		2,413		2,520			1,891
Balance at end of period	$	9,132	$	10,579		$	11,356

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CHIQUITA BRANDS INTERNATIONAL, INC.

SCHEDULE II – CONSOLIDATED CHANGE IN TAX VALUATION ALLOWANCE

(In thousands)

	2008		2007		2006
Balance at beginning of period	$	203,363	$	178,544	$	169,107
Additions:
U.S. net deferred tax assets		30,485		30,011		21,743
Foreign net deferred tax assets		49,442		3,096		11,408
Prior year U.S. NOL adjustments		3,242		1,875		—
Other, net		—		—		2,450
		83,169		34,982		35,601
Deductions:
Prior year foreign NOL adjustments		17,958		10,163		12,779
Prior year U.S. NOL adjustments		—		—		167
Closure of U.S. tax audit		—		—		13,218
		17,958		10,163		26,164
Balance at end of period	$	268,574	$	203,363	$	178,544

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CHIQUITA BRANDS INTERNATIONAL, INC.

Index of Exhibits

As explained in more detail in Item 15, readers should note that exhibits are included to provide information about the terms of the agreements and are not intended to provide information about the parties to those agreements.

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	Instrument of Resignation, Appointment and Acceptance, dated as of January 20, 2009, between Chiquita Brands International, Inc., Bank of America, N.A., as successor by merger to LaSalle Bank National Association, and Wells Fargo Bank, National Association, relating to $250 million aggregate principal amount of 7 1/2% Senior Notes due 2014.
*4.7	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 March 8, 2005)
4.8	Instrument of Resignation, Appointment and Acceptance, dated as of January 20, 2009, between Chiquita Brands International, Inc., Bank of America, N.A., as successor by merger to LaSalle Bank National Association, and Wells Fargo Bank, National Association, relating to $225 million aggregate principal amount of 8 7/8% Senior Notes due 2015.

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*4.9	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 March 8, 2005)
*4.10	First Supplemental Indenture, dated as of February 12, 2008, between Chiquita Brands International, Inc. and LaSalle Bank National Association, as trustee, containing the 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)
4.11	Instrument of Resignation, Appointment and Acceptance, dated as of January 20, 2009, between Chiquita Brands International, Inc., Bank of America, N.A., as successor by merger to LaSalle Bank National Association, and Wells Fargo Bank, National Association, relating to $200 million aggregate principal amount of 4.25% Convertible Senior Notes due 2016.
*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	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-K filed March 20, 2007)
*+10.4	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)
*+10.5	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)
*+10.6	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)
*+10.7	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)
*+10.8	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)

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*+10.9	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)
*+10.10	International Banana Purchase Agreement F.O.B. (Port of Loading) dated January 25, 2008 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, conformed to include amendments through July 14, 2008. (Exhibit 10.4 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008)
*  10.11	Credit Agreement dated as of March 31, 2008, among Chiquita Brands International, Inc., Chiquita Brands L.L.C., certain financial institutions as lenders, and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland,” New York Branch, as administrative agent, letter of credit issuer, swing line lender, lead arranger and bookrunner, conformed to include amendments included in First Amendment to Credit Agreement and Consent entered into as of June 30, 2008. (Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2008)
*+10.12	Sale and Purchase Agreement dated as of May 13, 2008 by and among Hameico Fruit Trade, GmbH with the acknowledgment of Chiquita Brands International, Inc., and Univeg Fruit & Vegetable N.V., with the acknowledgment of De Weide Blik N.V. (Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2008)

Executive Compensation Plans and Agreements

*10.13	Chiquita Brands International, Inc. 1997 Amended and Restated Deferred Compensation Plan conformed to include amendments through July 29, 2008. (Exhibit 10.12 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2008)
*10.14	Chiquita Brands International, Inc. Capital Accumulation Plan, conformed to include amendments through July 8, 2008. (Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2008)
*10.15	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)
*10.16	Chiquita Brands International, Inc. Chiquita Stock and Incentive Plan, conformed to include amendments through September 1, 2008. (Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008)
*10.17	Long-Term Incentive Program 2006-2008 Terms (Exhibit 10.1 to Current Report on Form 8-K filed March 31, 2006)
*10.18	Long-Term Incentive Program 2007-2009 Terms (Exhibit 10.20 to Annual Report on Form 10-K for the year ended December 31, 2006)

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*10.19	Long-Term Incentive Program 2008-2010 Terms (Exhibit 10.23 to Annual Report on Form 10-K for the year ended December 31, 2007)
*10.20	Long-Term Incentive Program 2009-2011 Terms
*10.21	Amended and Restated Directors Deferred Compensation Program, conformed to include amendments through July 8, 2008. (Exhibit 10.5 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2008)
*10.22	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)
*10.23	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)
*10.24	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)
*10.25	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)
*10.26	Amendment dated July 30, 2008 to the Employment Agreement dated January 12, 2004 as amended April 12, 2007, between Chiquita Brands International, Inc. and Fernando Aguirre, for compliance with IRC §409A. (Exhibit 10.7 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2008)
*10.27	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)
*10.28	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)
*10.29	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 December 31, 2004)
*10.30	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)

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*10.31	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)
*10.32	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)
*10.33	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)
*10.34	Form of Change in Control Severance Agreement (Exhibit 10.1 to Current Report on Form 8-K filed August 25, 2008)
*10.35	Executive Officer Severance Pay Plan, conformed to include amendments through July 8, 2008. (Exhibit 10.6 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2008)
*10.36	Separation Agreement dated March 31, 2008 between Robert F. Kistinger and Chiquita Brands International, Inc. (Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2008)
*10.37	Form of Amendment to Restricted Stock Award and Agreement for employees, including executive officers, approved on July 30, 2008, applicable to grantees who may attain “Retirement” prior to issuance of the shares. (Exhibit 10.8 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2008)
*10.38	Form of Amendment to Restricted Stock Award and Agreement for employees, including executive officers, approved on July 30, 2008, applicable to grantees who will not attain “Retirement” prior to issuance of the shares. (Exhibit 10.9 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2008)
*10.39	Form of Amendment to Restricted Stock Award and Agreement with non-management directors which is compliant with IRC§409A. (Exhibit 10.10 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2008)
*10.40	Form of Restricted Stock Award and Agreement with non-management directors (used after July 8, 2008). (Exhibit 10.11 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2008)
*10.41	Form of Amendment to Restricted Stock Award and Agreement, including executive officers, approved on September 1, 2008, applicable to grantees who may attain “Retirement” prior to issuance of the shares. (Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2008)
*10.42	Form of Amendment to Restricted Stock Award and Agreement, including executive officers, approved on September 1, 2008, applicable to grantees who will not attain “Retirement” prior to issuance of the shares. (Exhibit 10.3 to Quarterly Report on Form

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	10-Q for the quarter ended September 30, 2008)
10.43	Employment Agreement dated October 24, 2008 between Chiquita Brands International Sàrl and 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 2008 Annual Report to Shareholders
*16	Letter of Ernst & Young, dated May 28, 2008, regarding change in independent registered public accounting firm (Exhibit 16.1 to Current Report on Form 8-K filed May 29, 2008)
21	Chiquita Brands International, Inc. Subsidiaries
23.1	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
23.2	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
24	Powers of Attorney
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.

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EX-4.6

EXHIBIT 4.6

INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of January 20, 2009 (this “Instrument”), by and among CHIQUITA BRANDS INTERNATIONAL, INC., a corporation duly organized and existing under the laws of the state of New Jersey, having its principal office at 250 East Fifth Street, Cincinnati, Ohio 45202 (the “Company”), BANK OF AMERICA N.A., as successor by merger to LASALLE BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, having its corporate trust office at 135 South LaSalle, Chicago, Illinois 60603, as resigning Trustee (the “Resigning Trustee”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, having a corporate trust office at 45 Broadway, 14^th floor, New York, New York 10006, as successor Trustee (the “Successor Trustee”).

RECITALS

WHEREAS, there are presently outstanding under a Senior Indenture, dated as of September 28, 2004, between the Company and the Resigning Trustee, as supplemented by Supplemental Indenture No. 1 dated as of February 4, 2008 (the “Indenture”):

(i) $250,000,000 in aggregate principal amount of the Company’s 7  ¹/2% Senior Notes due 2014 (the “Senior Notes”); and

WHEREAS, the Resigning Trustee wishes to resign as Trustee, the office or agency where the Securities may be presented for registration of transfer or exchange (the “Registrar”), the office or agency where notices and demands to or upon the Company in respect of the Securities or the Indenture may be served (the “Agent”) and the office or agency where the Securities may be presented for payment (the “Paying Agent”) under the Indenture; the Company wishes to appoint the Successor Trustee to succeed the Resigning Trustee as Trustee, Registrar, Agent and Paying Agent under the Indenture; and the Successor Trustee wishes to accept appointment as Trustee, Registrar, Agent and Paying Agent under the Indenture.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein, the receipt and sufficiency of which are hereby acknowledged, the Company, the Resigning Trustee and the Successor Trustee agree as follows:

ARTICLE ONE

THE RESIGNING TRUSTEE

Section 101. Pursuant to Section 7.10 of the Indenture, the Resigning Trustee hereby notifies the Company that the Resigning Trustee is hereby resigning as Trustee under the Indenture.

Section 102. The Resigning Trustee hereby represents and warrants to the Successor Trustee and to the Company that:

(a) No covenant or condition contained in the Indenture and as amended by Supplemental Indenture No. 1 has been waived by the Resigning Trustee or, to the best of the knowledge of the Resigning Trustee, by the owners of the percentage in aggregate principal amount of the Senior Notes required by the Indenture to effect any such waiver.

(b) There is no action, suit or proceeding pending or, to the best of the knowledge of the Responsible Officers of the Resigning Trustee assigned to its corporate trust department, threatened against the Resigning Trustee before any court or governmental authority arising out of any action or omission by the Resigning Trustee as Trustee under the Indenture.

(c) To the best of the Resigning Trustee’s knowledge, the Company is not in default under the Indenture and no event has occurred and is continuing which is, or after notice or lapse of time would become, an Event of Default under the Indenture.

(d) This Instrument has been duly authorized, executed and delivered on behalf of the Resigning Trustee.

(e) $250,000,000 in aggregate principal amount of the Senior Notes are outstanding.

(f) Interest on the Senior Notes has been paid to November 1, 2008.

(g) The Resigning Trustee has made, or promptly will make, available to the Successor Trustee originals, if available, or copies in its possession or control, of all documents relating to the trust created by the Indenture (the “Trust”) and all information in the possession or control of its corporate trust department relating to the administration and status of the Trust.

Section 103. The Resigning Trustee hereby assigns, transfers, delivers and confirms to the Successor Trustee all right, title and interest of the Resigning Trustee in and to the Trust, all the rights, powers, duties and obligations of the Resigning Trustee under the Indenture and all property and money held by such Resigning Trustee under the Indenture, with like effect as if the Successor Trustee was originally named as Trustee under the Indenture. The Resigning Trustee shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee.

Section 104. The Resigning Trustee hereby resigns as Registrar, Agent and Paying Agent under the Indenture. The Resigning Trustee, as Registrar, Agent, and Paying Agent, hereby assigns, transfers, delivers and confirms to the Successor Trustee all the rights, powers, duties and obligations of the Resigning Trustee, as Registrar, Agent, and Paying Agent, under the Indenture and any and all property and money held by such Resigning Trustee, as Registrar, Agent, and Paying Agent, under the Indenture, with like effect as if the Successor Trustee was originally named as Registrar, Agent, and Paying Agent under the Indenture. The

2

Resigning Trustee shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee. Notwithstanding the foregoing, the Resigning Trustee acknowledges and agrees that it assumes responsibility, but only to the extent required under the terms of the Indenture, for its actions and omissions during its term as Trustee.

ARTICLE TWO

THE COMPANY

Section 201. The Company hereby certifies that the Company is, and the officer of the Company who has executed this Instrument is, duly authorized to: (a) accept the Resigning Trustee’s resignation as Trustee, Registrar, Agent and Paying Agent under the Indenture; (b) appoint the Successor Trustee as Trustee, Registrar, Agent and Paying Agent under the Indenture; and (c) execute and deliver such agreements and other instruments as may be necessary or desirable to effectuate the succession of the Successor Trustee as Trustee, Registrar, Agent and Paying Agent under the Indenture.

Section 202. The Company hereby accepts the resignation of the Resigning Trustee as Trustee, Registrar, Agent and Paying Agent under the Indenture. Pursuant to Section 7.10 of the Indenture, the Company hereby appoints the Successor Trustee as Trustee under the Indenture and confirms to the Successor Trustee all the rights, powers, duties and obligations of the Trustee under the Indenture and with respect to all property and money held or to be held under the Indenture, with like effect as if the Successor Trustee was originally named as Trustee under the Indenture. The Company shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee.

Section 203. The Company hereby represents and warrants to the Successor Trustee and the Resigning Trustee that:

(a) It is a corporation duly and validly organized and existing pursuant to the laws of New Jersey.

(b) The Indenture was validly and lawfully executed and delivered by the Company, has not been amended or modified except as set forth herein, and is in full force and effect.

(c) The Securities are validly issued securities of the Company.

(d) No event has occurred and is continuing which is, or after notice or lapse of time would become, an Event of Default under the Indenture.

(e) No covenant or condition contained in the Indenture has been waived by the Company or by the Holders of the percentage in aggregate principal amount of the Securities required to effect any such waiver.

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(f) There is no action, suit or proceeding pending or, to the best of the Company’s knowledge, threatened against the Company before any court or any governmental authority arising out of any action or omission by the Company under the Indenture.

(g) This Instrument has been duly authorized, executed and delivered on behalf of the Company and constitutes its legal, valid and binding obligation.

(h) All conditions precedent relating to the appointment of the Successor Trustee as successor Trustee under the Indenture have been complied with by the Company.

Section 204. The Company also hereby appoints the Successor Trustee as Registrar, Agent and Paying Agent under the Indenture. The Company shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee as Registrar, Agent, and Paying Agent.

ARTICLE THREE

THE SUCCESSOR TRUSTEE

Section 301. The Successor Trustee hereby represents and warrants to the Resigning Trustee and to the Company that:

(a) This Instrument has been duly authorized, executed and delivered on behalf of the Successor Trustee and constitutes its legal, valid, binding and enforceable obligation.

(b) The Successor Trustee is qualified and eligible under Section 7.09 of the Indenture to act as Trustee under the Indenture.

Section 302. Pursuant to Section 7.11 of the Indenture, the Successor Trustee hereby accepts its appointment as Trustee under the Indenture and hereby assumes all the rights, powers, duties and obligations of the Trustee under the Indenture and with respect to all property and money held or to be held under the Indenture, with like effect as if the Successor Trustee was originally named as Trustee under the Indenture.

Section 303. Promptly after the execution and delivery of this Instrument, the Successor Trustee, on behalf of the Company, shall cause a notice, in substantially the form annexed hereto marked Exhibit A, to be sent to each Holder of the Securities in accordance with Section 7.10 of the Indenture.

Section 304. The Successor Trustee hereby accepts its appointment as Registrar, Agent and Paying Agent under the Indenture.

4

ARTICLE FOUR

MISCELLANEOUS

Section 401. Except as otherwise expressly provided or unless the context otherwise requires, all capitalized terms used herein which are defined in the Indenture shall have the meanings assigned to them in the Indenture. All references in the Indenture and related documents to “corporate trust office” or other similar references to the corporate trust office of the trustee shall be deemed to refer to the corporate trust office of the Successor Trustee described in Section 406 of this Instrument.

Section 402. This Instrument and the resignation, appointment and acceptance effected hereby shall be effective as of the close of business on the date first above written, upon the execution and delivery hereof by each of the parties hereto; provided, that the resignation of the Resigning Trustee as Registrar, Agent and Paying Agent under the Indenture, and the appointment of the Successor Trustee in such capacities, shall be effective 10 business days after the date first above written.

Section 403. Notwithstanding the resignation of the Resigning Trustee effected hereby, the Company shall remain obligated under Section 7.07 of the Indenture to compensate, reimburse and indemnify the Resigning Trustee in connection with its prior trusteeship under the Indenture. The Company also acknowledges and reaffirms its obligations to the Successor Trustee as set forth in Section 8.01 of the Indenture, which obligations shall survive the execution hereof. The Company and the Resigning Trustee acknowledge and agree that nothing contained herein or otherwise shall constitute an assumption by the Successor Trustee of any liability of the Resigning Trustee arising out of any action or inaction by the Resigning Trustee as Trustee, Registrar, Agent, and/or Paying Agent under the Indenture.

Section 404. This Instrument shall be governed by and construed in accordance with the laws of the jurisdiction which govern the Indenture and its construction.

Section 405. This Instrument may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

Section 406. All notices, whether faxed or mailed, will be deemed received when sent pursuant to the following instructions:

TO THE RESIGNING TRUSTEE:

BANK OF AMERICA N.A. as successor by merger to

LaSalle Bank, National Association

135 South LaSalle

Mailcode IL4-135-18-25

Chicago, Illinois

Fax: 312-904-4018

Tel: 312-904-2226

5

TO THE SUCCESSOR TRUSTEE:

Wells Fargo Bank, National Association

45 Broadway

14^th floor

New York, New York 10006

Fax: 212-515-1589

Tel: 212-515-5244

TO THE COMPANY:

Chiquita Brands International, Inc.

250 East Fifth Street

Cincinnati, OH 45202

Att: General Counsel

Fax

Tel.: 513-784-8000

[REMAINDER OF PAGE INTENTIONALLY BLANK]

6

IN WITNESS WHEREOF, the parties hereto have caused this Instrument of Resignation, Appointment and Acceptance to be duly executed as of the day and year first above written.

CHIQUITA BRANDS INTERNATIONAL, INC.
By	/s/ Michael B. Sims
Name:	Michael B. Sims
Title:	Vice President and Treasurer
BANK OF AMERICA N.A, as successor by merger to LASALLE BANK, NATIONAL ASSOCIATION, as Resigning Trustee
By	/s/ Margaret M. Muir
Name:	Margaret M. Muir
Title:	Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Successor Trustee
By	/s/ Martin Reed
Name:	Martin Reed
Title:	Vice President

EXHIBIT A

Notice to Holders of Chiquita Brands International, Inc. (the “Company”) 7  ¹/2% Senior Notes due 2014 (the “Securities”):

We hereby notify you of the resignation of LaSalle Bank, National Association as Trustee under the Indenture, dated as of September 28, 2004 (as supplemented, the “Indenture”), pursuant to which your Securities were issued and are outstanding.

The Company has appointed Wells Fargo Bank, National Association, whose corporate trust office is located at 45 Broadway, 14^th floor, New York, New York 10006, as successor Trustee under the Indenture, which appointment has been accepted and has become effective.

WELLS FARGO BANK, NATIONAL ASSOCIATION, as successor Trustee

By:

Name:

Title:

Date:             , 2009

EX-4.8

EXHIBIT 4.8

INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of January 20, 2009 (this “Instrument”), by and among CHIQUITA BRANDS INTERNATIONAL, INC., a corporation duly organized and existing under the laws of the state of New Jersey, having its principal office at 250 East Fifth Street, Cincinnati, Ohio 45202 (the “Company”), BANK OF AMERICA N.A., as successor by merger to LASALLE BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, having its corporate trust office at 135 South LaSalle, Chicago, Illinois 60603, as resigning Trustee (the “Resigning Trustee”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, having a corporate trust office at 45 Broadway, 14^th floor, New York, New York 10006, as successor Trustee (the “Successor Trustee”).

RECITALS

WHEREAS, there are presently outstanding under a Senior Indenture, dated as of June 28, 2005, between the Company and the Resigning Trustee (the “Indenture”):

(i) $225,000,000 in aggregate principal amount of the Company’s 8  ⁷/8% Senior Notes due 2015 (the “Senior Notes”); and

WHEREAS, the Resigning Trustee wishes to resign as Trustee, the office or agency where the Securities may be presented for registration of transfer or exchange (the “Registrar”), the office or agency where notices and demands to or upon the Company in respect of the Securities or the Indenture may be served (the “Agent”) and the office or agency where the Securities may be presented for payment (the “Paying Agent”) under the Indenture; the Company wishes to appoint the Successor Trustee to succeed the Resigning Trustee as Trustee, Registrar, Agent and Paying Agent under the Indenture; and the Successor Trustee wishes to accept appointment as Trustee, Registrar, Agent and Paying Agent under the Indenture.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein, the receipt and sufficiency of which are hereby acknowledged, the Company, the Resigning Trustee and the Successor Trustee agree as follows:

ARTICLE ONE

THE RESIGNING TRUSTEE

Section 101. Pursuant to Section 7.10 of the Indenture, the Resigning Trustee hereby notifies the Company that the Resigning Trustee is hereby resigning as Trustee under the Indenture.

Section 102. The Resigning Trustee hereby represents and warrants to the Successor Trustee and to the Company that:

(a) No covenant or condition contained in the Indenture has been waived by the Resigning Trustee or, to the best of the knowledge of the Resigning

Trustee, by the owners of the percentage in aggregate principal amount of the Senior Notes required by the Indenture to effect any such waiver.

(b) There is no action, suit or proceeding pending or, to the best of the knowledge of the Responsible Officers of the Resigning Trustee assigned to its corporate trust department, threatened against the Resigning Trustee before any court or governmental authority arising out of any action or omission by the Resigning Trustee as Trustee under the Indenture.

(c) To the best of the Resigning Trustee’s knowledge, the Company is not in default under the Indenture and no event has occurred and is continuing which is, or after notice or lapse of time would become, an Event of Default under the Indenture.

(d) This Instrument has been duly authorized, executed and delivered on behalf of the Resigning Trustee.

(e) $225,000,000 in aggregate principal amount of the Senior Notes are outstanding.

(f) Interest on the Senior Notes has been paid to December 1, 2008.

(g) The Resigning Trustee has made, or promptly will make, available to the Successor Trustee originals, if available, or copies in its possession or control, of all documents relating to the trust created by the Indenture (the “Trust”) and all information in the possession or control of its corporate trust department relating to the administration and status of the Trust.

Section 103. The Resigning Trustee hereby assigns, transfers, delivers and confirms to the Successor Trustee all right, title and interest of the Resigning Trustee in and to the Trust, all the rights, powers, duties and obligations of the Resigning Trustee under the Indenture and all property and money held by such Resigning Trustee under the Indenture, with like effect as if the Successor Trustee was originally named as Trustee under the Indenture. The Resigning Trustee shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee.

Section 104. The Resigning Trustee hereby resigns as Registrar, Agent and Paying Agent under the Indenture. The Resigning Trustee, as Registrar, Agent, and Paying Agent, hereby assigns, transfers, delivers and confirms to the Successor Trustee all the rights, powers, duties and obligations of the Resigning Trustee, as Registrar, Agent, and Paying Agent, under the Indenture and any and all property and money held by such Resigning Trustee, as Registrar, Agent, and Paying Agent, under the Indenture, with like effect as if the Successor Trustee was originally named as Registrar, Agent, and Paying Agent under the Indenture. The Resigning Trustee shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers, duties and obligations hereby assigned,

2

transferred, delivered and confirmed to the Successor Trustee. Notwithstanding the foregoing, the Resigning Trustee acknowledges and agrees that it assumes responsibility, but only to the extent required under the terms of the Indenture, for its actions and omissions during its term as Trustee.

ARTICLE TWO

THE COMPANY

Section 201. The Company hereby certifies that the Company is, and the officer of the Company who has executed this Instrument is, duly authorized to: (a) accept the Resigning Trustee’s resignation as Trustee, Registrar, Agent and Paying Agent under the Indenture; (b) appoint the Successor Trustee as Trustee, Registrar, Agent and Paying Agent under the Indenture; and (c) execute and deliver such agreements and other instruments as may be necessary or desirable to effectuate the succession of the Successor Trustee as Trustee, Registrar, Agent and Paying Agent under the Indenture.

Section 202. The Company hereby accepts the resignation of the Resigning Trustee as Trustee, Registrar, Agent and Paying Agent under the Indenture. Pursuant to Section 7.10 of the Indenture, the Company hereby appoints the Successor Trustee as Trustee under the Indenture and confirms to the Successor Trustee all the rights, powers, duties and obligations of the Trustee under the Indenture and with respect to all property and money held or to be held under the Indenture, with like effect as if the Successor Trustee was originally named as Trustee under the Indenture. The Company shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee.

Section 203. The Company hereby represents and warrants to the Successor Trustee and the Resigning Trustee that:

(a) It is a corporation duly and validly organized and existing pursuant to the laws of New Jersey.

(b) The Indenture was validly and lawfully executed and delivered by the Company, has not been amended or modified except as set forth herein, and is in full force and effect.

(c) The Securities are validly issued securities of the Company.

(d) No event has occurred and is continuing which is, or after notice or lapse of time would become, an Event of Default under the Indenture.

(e) No covenant or condition contained in the Indenture has been waived by the Company or by the Holders of the percentage in aggregate principal amount of the Securities required to effect any such waiver.

(f) There is no action, suit or proceeding pending or, to the best of the Company’s knowledge, threatened against the Company before any court or any

3

governmental authority arising out of any action or omission by the Company under the Indenture.

(g) This Instrument has been duly authorized, executed and delivered on behalf of the Company and constitutes its legal, valid and binding obligation.

(h) All conditions precedent relating to the appointment of the Successor Trustee as successor Trustee under the Indenture have been complied with by the Company.

Section 204. The Company also hereby appoints the Successor Trustee as Registrar, Agent and Paying Agent under the Indenture. The Company shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee as Registrar, Agent, and Paying Agent.

ARTICLE THREE

THE SUCCESSOR TRUSTEE

Section 301. The Successor Trustee hereby represents and warrants to the Resigning Trustee and to the Company that:

(a) This Instrument has been duly authorized, executed and delivered on behalf of the Successor Trustee and constitutes its legal, valid, binding and enforceable obligation.

(b) The Successor Trustee is qualified and eligible under Section 7.09 of the Indenture to act as Trustee under the Indenture.

Section 302. Pursuant to Section 7.11 of the Indenture, the Successor Trustee hereby accepts its appointment as Trustee under the Indenture and hereby assumes all the rights, powers, duties and obligations of the Trustee under the Indenture and with respect to all property and money held or to be held under the Indenture, with like effect as if the Successor Trustee was originally named as Trustee under the Indenture.

Section 303. Promptly after the execution and delivery of this Instrument, the Successor Trustee, on behalf of the Company, shall cause a notice, in substantially the form annexed hereto marked Exhibit A, to be sent to each Holder of the Securities in accordance with Section 7.10 of the Indenture.

Section 304. The Successor Trustee hereby accepts its appointment as Registrar, Agent and Paying Agent under the Indenture.

ARTICLE FOUR

MISCELLANEOUS

Section 401. Except as otherwise expressly provided or unless the context otherwise requires, all capitalized terms used herein which are defined in the Indenture shall have the meanings assigned to them in the Indenture. All references in the Indenture and related

4

documents to “corporate trust office” or other similar references to the corporate trust office of the trustee shall be deemed to refer to the corporate trust office of the Successor Trustee described in Section 406 of this Instrument.

Section 402. This Instrument and the resignation, appointment and acceptance effected hereby shall be effective as of the close of business on the date first above written, upon the execution and delivery hereof by each of the parties hereto; provided, that the resignation of the Resigning Trustee as Registrar, Agent and Paying Agent under the Indenture, and the appointment of the Successor Trustee in such capacities, shall be effective 10 business days after the date first above written.

Section 403. Notwithstanding the resignation of the Resigning Trustee effected hereby, the Company shall remain obligated under Section 7.07 of the Indenture to compensate, reimburse and indemnify the Resigning Trustee in connection with its prior trusteeship under the Indenture. The Company also acknowledges and reaffirms its obligations to the Successor Trustee as set forth in Section 8.01 of the Indenture, which obligations shall survive the execution hereof. The Company and the Resigning Trustee acknowledge and agree that nothing contained herein or otherwise shall constitute an assumption by the Successor Trustee of any liability of the Resigning Trustee arising out of any action or inaction by the Resigning Trustee as Trustee, Registrar, Agent, and/or Paying Agent under the Indenture.

Section 404. This Instrument shall be governed by and construed in accordance with the laws of the jurisdiction which govern the Indenture and its construction.

Section 405. This Instrument may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

Section 406. All notices, whether faxed or mailed, will be deemed received when sent pursuant to the following instructions:

TO THE RESIGNING TRUSTEE:

BANK OF AMERICA N.A. as successor by merger to

LaSalle Bank, National Association

135 South LaSalle

Mailcode IL4-135-18-25

Chicago, Illinois

Fax: 312-904-4018

Tel: 312-904-2226

TO THE SUCCESSOR TRUSTEE:

Wells Fargo Bank, National Association

45 Broadway

14^th floor

New York, New York 10006

Fax: 212-515-1589

5

Tel: 212-515-5244

TO THE COMPANY:

Chiquita Brands International, Inc.

250 East Fifth Street

Cincinnati, OH 45202

Att: General Counsel

Fax

Tel.: 513-784-8000

[REMAINDER OF PAGE INTENTIONALLY BLANK]

6

IN WITNESS WHEREOF, the parties hereto have caused this Instrument of Resignation, Appointment and Acceptance to be duly executed as of the day and year first above written.

CHIQUITA BRANDS INTERNATIONAL, INC.
By	/s/ Michael B. Sims
Name:	Michael B. Sims
Title:	Vice President and Treasurer
BANK OF AMERICA N.A, as successor by merger to LASALLE BANK, NATIONAL ASSOCIATION, as Resigning Trustee
By	/s/ Margaret M. Muir
Name:	Margaret M. Muir
Title:	Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Successor Trustee
By	/s/ Martin Reed
Name:	Martin Reed
Title:	Vice President

EXHIBIT A

Notice to Holders of Chiquita Brands International, Inc. (the “Company”) 8  ⁷/8% Senior Notes due 2015 (the “Securities”):

We hereby notify you of the resignation of LaSalle Bank, National Association as Trustee under the Indenture, dated as of June 28, 2005 (the “Indenture”), pursuant to which your Securities were issued and are outstanding.

The Company has appointed Wells Fargo Bank, National Association, whose corporate trust office is located at 45 Broadway, 14^th floor, New York, New York 10006, as successor Trustee under the Indenture, which appointment has been accepted and has become effective.

WELLS FARGO BANK, NATIONAL ASSOCIATION, as successor Trustee

By:

Name:

Title:

Date:             , 2009

EX-4.11

EXHIBIT 4.11

INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of January 20, 2009 (this “Instrument”), by and among CHIQUITA BRANDS INTERNATIONAL, INC., a corporation duly organized and existing under the laws of the state of New Jersey, having its principal office at 250 East Fifth Street, Cincinnati, Ohio 45202 (the “Company”), BANK OF AMERICA N.A., as successor by merger to LASALLE BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, having its corporate trust office at 135 South LaSalle, Chicago, Illinois 60603, as resigning Trustee (the “Resigning Trustee”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, having a corporate trust office at 45 Broadway, 14^th floor, New York, New York 10006, as successor Trustee (the “Successor Trustee”).

RECITALS

WHEREAS, there are presently outstanding under a Senior Indenture, dated as of February 1, 2008, between the Company and the Resigning Trustee, as supplemented by Supplemental Indenture No. 1 dated as of February 12, 2008 (the “Indenture”):

(i) $200,000,000 in aggregate principal amount of the Company’s 4.25% Convertible Senior Notes due 2016 (the “Convertible Senior Notes”); and

WHEREAS, the Resigning Trustee wishes to resign as Trustee, the office or agency where the Securities may be presented for registration of transfer or exchange (the “Registrar”), the office or agency where notices and demands to or upon the Company in respect of the Securities or the Indenture may be served (the “Agent”) and the office or agency where the Securities may be presented for payment (the “Paying Agent”) under the Indenture; the Company wishes to appoint the Successor Trustee to succeed the Resigning Trustee as Trustee, Registrar, Agent and Paying Agent under the Indenture; and the Successor Trustee wishes to accept appointment as Trustee, Registrar, Agent and Paying Agent under the Indenture.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein, the receipt and sufficiency of which are hereby acknowledged, the Company, the Resigning Trustee and the Successor Trustee agree as follows:

ARTICLE ONE

THE RESIGNING TRUSTEE

Section 101. Pursuant to Section 610 of the Indenture, the Resigning Trustee hereby notifies the Company that the Resigning Trustee is hereby resigning as Trustee under the Indenture.

Section 102. The Resigning Trustee hereby represents and warrants to the Successor Trustee and to the Company that:

(a) No covenant or condition contained in the Indenture has been waived by the Resigning Trustee or, to the best of the knowledge of the Resigning

Trustee, by the owners of the percentage in aggregate principal amount of the Convertible Senior Notes required by the Indenture to effect any such waiver.

(b) There is no action, suit or proceeding pending or, to the best of the knowledge of the Responsible Officers of the Resigning Trustee assigned to its corporate trust department, threatened against the Resigning Trustee before any court or governmental authority arising out of any action or omission by the Resigning Trustee as Trustee under the Indenture.

(c) To the best of the Resigning Trustee’s knowledge, the Company is not in default under the Indenture and no event has occurred and is continuing which is, or after notice or lapse of time would become, an Event of Default under the Indenture.

(d) This Instrument has been duly authorized, executed and delivered on behalf of the Resigning Trustee.

(e) $200,000,000 in aggregate principal amount of the Convertible Senior Notes are outstanding.

(f) Interest on the Convertible Senior Notes has been paid to August 15, 2008.

(g) The Resigning Trustee has made, or promptly will make, available to the Successor Trustee originals, if available, or copies in its possession or control, of all documents relating to the trust created by the Indenture (the “Trust”) and all information in the possession or control of its corporate trust department relating to the administration and status of the Trust.

Section 103. The Resigning Trustee hereby assigns, transfers, delivers and confirms to the Successor Trustee all right, title and interest of the Resigning Trustee in and to the Trust, all the rights, powers, duties and obligations of the Resigning Trustee under the Indenture and all property and money held by such Resigning Trustee under the Indenture, with like effect as if the Successor Trustee was originally named as Trustee under the Indenture. The Resigning Trustee shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee.

Section 104. The Resigning Trustee hereby resigns as Registrar, Agent and Paying Agent under the Indenture. The Resigning Trustee, as Registrar, Agent, and Paying Agent, hereby assigns, transfers, delivers and confirms to the Successor Trustee all the rights, powers, duties and obligations of the Resigning Trustee, as Registrar, Agent, and Paying Agent, under the Indenture and any and all property and money held by such Resigning Trustee, as Registrar, Agent, and Paying Agent, under the Indenture, with like effect as if the Successor Trustee was originally named as Registrar, Agent, and Paying Agent under the Indenture. The Resigning Trustee shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and

2

confirm in the Successor Trustee all the rights, powers, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee. Notwithstanding the foregoing, the Resigning Trustee acknowledges and agrees that it assumes responsibility, but only to the extent required under the terms of the Indenture, for its actions and omissions during its term as Trustee.

ARTICLE TWO

THE COMPANY

Section 201. The Company hereby certifies that the Company is, and the officer of the Company who has executed this Instrument is, duly authorized to: (a) accept the Resigning Trustee’s resignation as Trustee, Registrar, Agent and Paying Agent under the Indenture; (b) appoint the Successor Trustee as Trustee, Registrar, Agent and Paying Agent under the Indenture; and (c) execute and deliver such agreements and other instruments as may be necessary or desirable to effectuate the succession of the Successor Trustee as Trustee, Registrar, Agent and Paying Agent under the Indenture.

Section 202. The Company hereby accepts the resignation of the Resigning Trustee as Trustee, Registrar, Agent and Paying Agent under the Indenture. Pursuant to Section 610 of the Indenture, the Company hereby appoints the Successor Trustee as Trustee under the Indenture and confirms to the Successor Trustee all the rights, powers, duties and obligations of the Trustee under the Indenture and with respect to all property and money held or to be held under the Indenture, with like effect as if the Successor Trustee was originally named as Trustee under the Indenture. The Company shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee.

Section 203. The Company hereby represents and warrants to the Successor Trustee and the Resigning Trustee that:

(a) It is a corporation duly and validly organized and existing pursuant to the laws of New Jersey.

(b) The Indenture was validly and lawfully executed and delivered by the Company, has not been amended or modified except as set forth herein, and is in full force and effect.

(c) The Securities are validly issued securities of the Company.

(d) No event has occurred and is continuing which is, or after notice or lapse of time would become, an Event of Default under the Indenture.

(e) No covenant or condition contained in the Indenture has been waived by the Company or by the Holders of the percentage in aggregate principal amount of the Securities required to effect any such waiver.

(f) There is no action, suit or proceeding pending or, to the best of the Company’s knowledge, threatened against the Company before any court or any

3

governmental authority arising out of any action or omission by the Company under the Indenture.

(g) This Instrument has been duly authorized, executed and delivered on behalf of the Company and constitutes its legal, valid and binding obligation.

(h) All conditions precedent relating to the appointment of the Successor Trustee as successor Trustee under the Indenture have been complied with by the Company.

Section 204. The Company also hereby appoints the Successor Trustee as Registrar, Agent and Paying Agent under the Indenture. The Company shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee as Registrar, Agent, and Paying Agent.

ARTICLE THREE

THE SUCCESSOR TRUSTEE

Section 301. The Successor Trustee hereby represents and warrants to the Resigning Trustee and to the Company that:

(a) This Instrument has been duly authorized, executed and delivered on behalf of the Successor Trustee and constitutes its legal, valid, binding and enforceable obligation.

(b) The Successor Trustee is qualified and eligible under Section 609 of the Indenture to act as Trustee under the Indenture.

Section 302. Pursuant to Section 611 of the Indenture, the Successor Trustee hereby accepts its appointment as Trustee under the Indenture and hereby assumes all the rights, powers, duties and obligations of the Trustee under the Indenture and with respect to all property and money held or to be held under the Indenture, with like effect as if the Successor Trustee was originally named as Trustee under the Indenture.

Section 303. Promptly after the execution and delivery of this Instrument, the Successor Trustee, on behalf of the Company, shall cause a notice, in substantially the form annexed hereto marked Exhibit A, to be sent to each Holder of the Securities in accordance with Section 610 of the Indenture.

Section 304. The Successor Trustee hereby accepts its appointment as Registrar, Agent and Paying Agent under the Indenture.

ARTICLE FOUR

MISCELLANEOUS

Section 401. Except as otherwise expressly provided or unless the context otherwise requires, all capitalized terms used herein which are defined in the Indenture shall have the meanings assigned to them in the Indenture. All references in the Indenture and related

4

documents to “corporate trust office” or other similar references to the corporate trust office of the trustee shall be deemed to refer to the corporate trust office of the Successor Trustee described in Section 406 of this Instrument.

Section 402. This Instrument and the resignation, appointment and acceptance effected hereby shall be effective as of the close of business on the date first above written, upon the execution and delivery hereof by each of the parties hereto; provided, that the resignation of the Resigning Trustee as Registrar, Agent and Paying Agent under the Indenture, and the appointment of the Successor Trustee in such capacities, shall be effective 10 business days after the date first above written.

Section 403. Notwithstanding the resignation of the Resigning Trustee effected hereby, the Company shall remain obligated under Section 607 of the Indenture to compensate, reimburse and indemnify the Resigning Trustee in connection with its prior trusteeship under the Indenture. The Company also acknowledges and reaffirms its obligations to the Successor Trustee as set forth in Section 401 of the Indenture, which obligations shall survive the execution hereof. The Company and the Resigning Trustee acknowledge and agree that nothing contained herein or otherwise shall constitute an assumption by the Successor Trustee of any liability of the Resigning Trustee arising out of any action or inaction by the Resigning Trustee as Trustee, Registrar, Agent, and/or Paying Agent under the Indenture.

Section 404. This Instrument shall be governed by and construed in accordance with the laws of the jurisdiction which govern the Indenture and its construction.

Section 405. This Instrument may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

Section 406. All notices, whether faxed or mailed, will be deemed received when sent pursuant to the following instructions:

TO THE RESIGNING TRUSTEE:

BANK OF AMERICA N.A. as successor by merger to

LaSalle Bank, National Association

135 South LaSalle

Mailcode IL4-135-18-25

Chicago, Illinois

Fax: 312-904-4018

Tel: 312-904-2226

TO THE SUCCESSOR TRUSTEE:

Wells Fargo Bank, National Association

45 Broadway

14^th floor

New York, New York 10006

Fax: 212-515-1589

5

Tel: 212-515-5244

TO THE COMPANY:

Chiquita Brands International, Inc.

250 East Fifth Street

Cincinnati, OH 45202

Att: General Counsel

Fax

Tel.: 513-784-8000

[REMAINDER OF PAGE INTENTIONALLY BLANK]

6

IN WITNESS WHEREOF, the parties hereto have caused this Instrument of Resignation, Appointment and Acceptance to be duly executed as of the day and year first above written.

CHIQUITA BRANDS INTERNATIONAL, INC.
By	/s/ Michael B. Sims
Name:	Michael B. Sims
Title:	Vice President and Treasurer
BANK OF AMERICA N.A, as successor by merger to LASALLE BANK, NATIONAL ASSOCIATION, as Resigning Trustee
By	/s/ Margaret M. Muir
Name:	Margaret M. Muir
Title:	Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Successor Trustee
By	/s/ Martin Reed
Name:	Martin Reed
Title:	Vice President

EXHIBIT A

Notice to Holders of Chiquita Brands International, Inc. (the “Company”) 4.25 % Convertible Senior Notes due 2016 (the “Securities”):

We hereby notify you of the resignation of LaSalle Bank, National Association as Trustee under the Indenture, dated as of February 1, 2008 (as supplemented, the “Indenture”), pursuant to which your Securities were issued and are outstanding.

The Company has appointed Wells Fargo Bank, National Association, whose corporate trust office is located at 45 Broadway, 14^th floor, New York, New York 10006, as successor Trustee under the Indenture, which appointment has been accepted and has become effective.

WELLS FARGO BANK, NATIONAL ASSOCIATION, as successor Trustee

By:

Name:

Title:

Date: January     , 2008

EX-10.43

EXHIBIT 10.43

Employment Agreement

dated as of 24 October, 2008

by and between

Chiquita Brands International Sàrl

(hereinafter the Company)

and

Michel Loeb

(hereinafter the Employee)

It is agreed:

Definitions

In this Agreement:

• Group means the group of companies and any of these companies separately that are part of the same financial-economic group as the Company;

• CBII means Chiquita Brands International, Inc.

• Undertaking means the undertaking that the Company exploits;

• Information means commercial, technical, strategic, or financial data, concerning CBII, the Company or the Group, or business partners or employees of either or both, which the Employee has obtained during his employment with the Company, irrespective of the form of data (oral, electronic, hard copy etc.);

• Confidential Information means all information except information which the Employee can prove was already made public by CBII, the Company or the Group.

Article 1—Appointment

The Company will employ the Employee and the Employee will serve the Company for an indefinite period as President, Chiquita Fresh Europe and Middle East (job category EX) on the terms set out in this Agreement. This appointment takes effect as of the date hereof or any date later conditional upon having a valid work permit. The Employee will report to the Chairman & CEO of CBII.

The Company may assign to the Employee tasks, duties and missions different from those which the Employee is hired to carry out. Any such new assignment does not constitute a breach of contract to the extent that it is commensurate with the Employee's qualifications and does not adversely affect his remuneration package.

Article 2—Place of performance

The Employee will exercise his functions in Switzerland. The exact place of performance is not a specified essential of this Agreement.

Where appropriate for the Employee's duties and responsibilities, the Company may require the Employee to undertake national and international travel.

The Employee expressly agrees to such transfer and travel.

Article 3—Working hours

The Employee has a position of management in the Company so that the provisions on limitation of working time do not apply.

Any additional work and overtime is already included in the Employee’s salary and will not be remunerated or compensated separately.

Article 4—Credited years of service

The Employee has been in employment with the Group since January 1, 2004. This time shall be considered with respect to the Employee's claims and entitlements which depend on his years of service.

Article 5—General duties of the Employee

The Employee must promote the interests of the Company, the Group and CBII at all times.

The Employee must perform all duties and exercise all powers that the Company may assign to or vest in him.

In carrying out his assignments, the Employee will always show the care and concern of a prudent businessman in the performance of same.

The Employee must give the Company and CBII all information regarding the Company's and CBII’s business that they require and must comply with all instructions from the Company and CBII.

Article 6—Compensation

§1 Salary

The Company must pay the Employee a gross salary of CHF 37,759 per month, payable in 13 monthly instalments. The Employee's monthly salary will be processed by a payroll provider as appointed by the Company.

§2 Relocation; Claw back clause

The Employee shall receive a relocation allowance of one month’s salary and spousal assistance as per the Company’s relocation policy. The relocation allowance is conditional upon the Employee being in active service with the Company under this Agreement for two full years from the date of this Agreement. If the Employee's active service with the Company ends voluntarily prior to the seven month anniversary of the date of this Agreement, the full relocation allowance must be repaid to the Company. If the Employee's active service with the Company ends voluntarily following the seven month anniversary of the date of this Agreement but prior to the second anniversary of the date of this Agreement, the Employee shall repay to the Company 1/24^th of the relocation allowance for each month by which the termination precedes such two year anniversary.

§3 Housing allowance

The Employee shall receive a net housing allowance of up to CHF 26,415 on a yearly basis. The net housing allowance will be phased out over a consecutive period of 4 years commencing on the date hereof (100% of CHF 26,415 in year 1—75% of such amount in year 2—50% of such amount in year 3—25% of such amount in year 4) and the applicable amount will be paid in 12 monthly installments. In case the Employee purchases a dwelling in Switzerland, the Company will allow the Employee to receive the remaining part of such housing allowance as from the moment of purchase of the dwelling until the expiration of the 4 year period of entitlement to a housing allowance. In case the Employee leaves the Company on his own decision, or is dismissed for important reasons pursuant to article 337 CO, the Employee shall reimburse 1/48 of the 4 year net allowance for each month by which the termination of employment precedes the expiration of the 4 year eligibility period.

§4 Payment

The salary, housing allowance and the end-of-year bonus will be paid into the Employee’s account, details of which shall be provided to the Company by Employee, net, after deduction of the social security contributions, appropriate taxes (if applicable) and any other applicable approved deductions.

Article 7—Management Incentive Plan

The Employee takes part in the Management Incentive Plan (MIP), to the extent that Employee complies with the conditions of the MIP, as determined by CBII. Any bonus allocated under the MIP is absolutely discretionary and subject to the

conditions set forth in the MIP. The Employee acknowledges that eligibility to take part in the MIP is no guarantee of receipt of a bonus and that the receipt of a bonus for a given year does not automatically ensure any future bonus under the MIP.

At any time, CBII may, without prior notification to or consent of the Employee, amend, revise or terminate the MIP.

Article 8—Long Term Incentive Program

The Employee takes part in a renewable three year incentive programme in accordance with the conditions set out in the Long Term Incentive Program (LTIP), as determined by CBII.

Any award allocated under the LTIP is absolutely discretionary and subject to the conditions set forth in the LTIP. The Employee acknowledges that eligibility to participate in the LTIP is no guarantee of receipt of an award and that the receipt of an award for a given performance period does not automatically ensure future awards or eligibility for continued or future participation under the LTIP.

At any time, CBII may, without prior notification to or consent of the Employee, amend, revise or terminate the LTIP.

Article 9—Stock Award

The Employee is eligible to earn awards under the Chiquita Stock and Incentive Plan (“Stock Plan”) in accordance with his job level and the CBII policy. Eligibility for awards is based on the following criteria, as they are evaluated by CBII: CBII’s and the Group's financial performance, consistency of superior individual performance (including results, skills, and behaviour) and potential.

In case the employment contract should be terminated, voluntarily or involuntarily, any then unvested awards will be forfeited, except as may be otherwise provided in the Executive Officer Severance Pay Plan (EOSPP).

At any time, CBII may, without prior notification to or consent of the Employee, amend, revise or terminate the Stock Plan.

Article 10—Company car

The Company must make available to the Employee a company car according to the provisions of the European and Swiss car policy, for carrying out his professional activities. All car-related expenses will be paid by the Company, except fuel during vacation periods.

The Employee must use the company car with due diligence, in accordance with the car policy. The Employee acknowledges having received a copy of the car policy, having examined its content, and agrees to comply with it.

The Employee may use the company car for private purposes, in accordance with the terms of the car policy.

Any benefits in kind must be declared and reported on the Employee's salary certificate.

Article 11—Pension scheme

The Employee will be affiliated to the pension fund applicable for the Swiss employees as per Company policy outlined in the Employee benefit booklet, receipt of which by Employee is hereby acknowledged.

Article 12—Medical Plan

The Employee is also eligible for a medical allowance as per Company policy outlined in the Employee benefit booklet.

Article 13—Expense Regulation

The Company will reimburse the Employee for all reasonable expenses incurred by the Employee in the performance of his duties under this Agreement in accordance with the Company's Expense Regulation.

Article 14—Generosities

§1 Definitions

In this article the term "Generosity" means any advantage to which the Employee has no right at law or under this Agreement.

§2 Adjudication and withdrawal

On the conditions fixed by the Company, the Company may award a Generosity to the Employee. The Company may also withdraw a Generosity, with no obligation to explain why to the Employee. The Company may unilaterally withdraw or change the conditions for a Generosity that it itself defined. The Employee recognises the Company's autonomy in this matter.

The Employee has no right to a Generosity. By this Agreement, the parties expressly exclude 'custom' as the source of any right to a Generosity.

The Employee may not claim any proportional right to a Generosity if his employment is terminated.

Article 15—Vacation and holidays

The Employee is entitled to 25 holidays per year.

The holidays must in principle be taken during the calendar year of the entitlement. A maximum of five days can be transferred to the next calendar year. The Employee may only take vacation leave at times agreed in advance with the Company.

Article 16—Sickness and injury

The Employee must inform the Company as soon as possible of his incapacity, but no later than within one day, to enable the Company to take the necessary steps to ensure the continuity of business. The Employee is required to provide a medical certificate as of the second day of continuing absence.

The Employer commits himself to continue to pay the salary during incapacity to work for a period up to 3 months. The Employer’s obligation to continue to pay the salary in case of sickness shall be replaced by short term disability insurance after the 3rd month of incapacity. The insurance contract sets forth the terms & conditions.

Article 17—Exclusivity clause

The Employee acknowledges and accepts that his duties and responsibilities demand, and his remuneration was fixed so, that the Employee devotes his full working time and ability to the Company's business.

CBII must consent in advance if the Employee wishes to undertake any other professional activity. CBII may refuse its consent without giving reasons, or may subject its consent to certain conditions.

This consent is required for any professional activity, whether paid or not, that:

(a) the Employee carries out directly as a self-employed person or as an employee, officer or representative of a company or unincorporated association; or

(b) a company or unincorporated association that is under the Employee's control carries out.

CBII is aware that the Employee is Director of EMC2 Management SPRL. The Employee commits himself to not exercise any activity which is contradictory to (i) the interest of CBII, the Company or any other companies of the Group or (ii) the articles of this Agreement.

Article 18—Confidential information

During the term of this Agreement, the Employee shall not:

• disclose to any person any Confidential Information

• use any Confidential Information for his own purposes (whether for financial gain or not) or for the purposes of any other person (whether for financial gain or not).

At any time after this Agreement ends, the Employee must:

• not disclose Confidential Information to any person;

• not use any Confidential Information for his own purposes (whether for financial gain or not) or for the purposes of any other person (whether for financial gain or not);

• spontaneously, or at the latest at the first request of CBII, the Company or the companies of the Group, return all Confidential Information to CBII, the Company or the associated companies, irrespective of how the Confidential Information is stored;

• inform his new employer or customer of this obligation.

Article 19—Transfer of Intellectual Property

The rights to inventions and designs made or conceived by the Employee individually or jointly while performing his employment activity and in performance of his contractual duties belong to the Company regardless of whether they are legally protected (article 332 para. 1 CO). The rights to inventions and designs, made or conceived by the Employee while performing his employment activity, but not during the performance of his contractual duties, shall be disclosed by him to the Company in accordance with article 332 para. 2 CO in writing and shall be offered for acquisition against reasonable compensation regardless of whether they are legally protected.

Other rights to any work products and any know-how, which the Employee creates or in which creation he participates while performing his employment activity belong exclusively to the Company. To the extent that work products (e.g., software, reports, documentations) are protected by copyrights, the Employee hereby assigns to the Company any and all rights related to such work products, particularly the copyright and any and all rights of use, including the rights of production and duplication, of publishing, to use, to license or to sell, to distribute over data or online media, to modify and develop further as well to develop new products on the basis of the work product of the Employee or on the basis of parts of such work product.

The Company is not obligated to exercise its rights set forth in the preceding paragraphs. The Employee waives the right to be named as author or inventor. The Company is entitled to designate itself as the exclusive owner of the patent rights, copyrights and other rights related to the work products.

Article 20—Gratuities

The Employee may not directly or indirectly accept any commission, rebate or gratuity, in cash or in kind, from any person who has or is likely to have a business relationship with the Company or any other Group company except for the usual gifts of minimal value.

Article 21—Termination of the Agreement

§1 Ordinary termination

Either party may terminate their employment contract by giving 6 month prior written notice as at the end of a calendar month.

§2 Executive Officer Severance Pay Plan

The Employee takes part in the Executive Officer Severance Pay Plan (EOSPP) in accordance with the conditions set out therein. Any award allocated under the EOSPP is absolutely discretionary and subject to the conditions set forth in the EOSPP. The Employee notes that eligibility to take part in the EOSPP is no guarantee of receipt of an award.

The Employee acknowledges that he will in any event only receive either the EOSPP award or any entitlement under this Employment Agreement (including the pro rata bonus payment under the MIP in accordance with the Addendum to article 7), whichever is greater in amount.

At any time CBII may, without prior notification to or consent of the Employee, amend, revise or terminate the EOSPP

Article 22—Return of Company property

Upon request of the Company, but in any case when this Agreement ends, for any reason, the Employee must immediately:

• return to the Company all business cards and credit cards issued to him by the Company or by any other Group company;

• return to the Company without retaining any copies, all documents in his possession relating to CBII, the Company or to any other Group company, keys to the Company premises, the company car, and all other property, materials and equipment in his possession belonging to CBII, the Company or any other Group company.

Any arrangement or agreement between the parties about terminating this Agreement must be treated as Confidential Information, and the confidentiality clauses in this Agreement shall therefore apply.

Article 23—Unfair competition

The Employee recognizes and understands that he may not disclose, even after termination of his employment, any invention, and business secret or secret concerning a personal or confidential matter, which he has obtained during his employment with the Company.

The Employee recognizes that he may not engage or co-operate in any unfair competition. The following acts are examples of unfair competition:

• use of information, processes, client lists or supplier lists of CBII, the Company or any other Group company which have come to his knowledge while performing or in connection with his duties, in his own interest or in the interest of any other business;

• use of the name or logo of CBII, the Company or any other Group company in his own interest or in the interest of any other business;

• an act which could confuse CBII’s or the Company's clients about CBII, the Company or the business for which the Employee is acting;

• an attempt to induce or encourage an employee of CBII, the Company or of another Group company to leave CBII, the Company or the Group company.

Article 24—Non-solicitation

During his employment with the Company and for a period of one year after the termination of his employment with the Company, for any reason, voluntary or involuntary, the Employee will not, without the written consent of CBII, directly or indirectly solicit, entice, persuade or induce:

• any person or entity which has a business relationship with CBII or the Company to direct or transfer away any business, customers or source of income from CBII, the Company or the Group; or

• any person to exit CBII, the Company or the Group (excluding persons being employed in an administrative, non-professional or non-management function).

Article 25—Special Non-Competition Clause

§1 Background

The Company has:

• an international scope of activities; or

• important economic, technical or financial interests in international markets; or

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

During his employment with the Company, the Employee will be involved in the international management of CBII and the Company. As a result, he will acquire exceptional experience in knowledge of and insight into CBII’s and the Company's international administrative and financial management, the use of which outside the business would seriously damage CBII and/or the Company.

§2 Subject

Therefore, in consideration of his Employment of the Company and his eligibility to receive payments from the Company hereunder or otherwise (including, but not limited to the Stock Plan), if this Agreement ends for any reason, voluntary or involuntary, the Employee shall not, without the written consent of the Company, directly or indirectly, whether as an employee, officer, director, partner, joint venturer, consultant, independent contractor, agent, representative, shareholder (other than as a holder of less than five percent (5%) of any class of publicly traded securities of any such Competing Business) or in any other capacity, engage in any activity that competes with CBII or any subsidiary in Switzerland and the members of the European Community.

This covenant is limited to 12 months from the date of Employee’s termination of employment CBII or any of its subsidiaries, including the Company.

§3 Conditions for enforcement

This covenant will however have no effect if the Employee terminates the employment contract because of the Company's serious misconduct.

§4 Waiver

Within 15 days after terminating this Agreement, the Company may waive its rights under this clause for any reason at its own discretion. The waiver must be in writing.

In the absence of such a waiver, in consideration for this covenant, the Employee expressly acknowledges that the value realized from any awards of stock granted

by CBII or the Company pursuant to Article 9 of this contract will be used to satisfy the Company’s obligations under Article 25 §4.

Article 26—Sanctions

In case of a breach of any of the undertakings in Articles 18 (Confidential Information), 23 (Unfair Competition), 24 (Non-Solicitation) and 25 (Special Non-competition Clause), the Employee shall pay to the Company liquidated damages in an amount equal to six months' salary per case and event. In addition, the Employee shall have to compensate the Company for any further damages and financial losses directly arising out of or relating to such breach. The Company may request the Employee to cease such breach and may seek court order, including interim orders, prohibiting such breaches.

Article 27—Work Rules | Code of Conduct | Relocation Policy

The Employee acknowledges having received copies of the Work Rules, Code of Conduct and of the Relocation Policy.

Article 28—RSU Tax Filing Costs

The Company shall compensate the Employee for reasonable out-of-pocket costs of obtaining professional service for preparing the Employee’s personal income tax filings with regard to any Restricted Stock Units (RSUs) awarded to Employee by the Company; costs for all other aspects of Employee’s tax filings shall be borne by the Employee. The Company’s obligations as provided in this Article 28 shall be limited to personal income tax filings for the year 2008, and through and including (i) the year 2012 or (ii) the year in which the RSUs become fully taxable in Switzerland, whichever event occurs earlier.

Article 29—Applicable Law

This Agreement shall be governed by and construed in accordance with Swiss law.

Article 30—General

This Agreement constitutes the whole agreement between the Employee and the Company and replaces any previous agreement, arrangement or correspondence

on the subject matter of this Agreement with the Company or any Group company.

Any provision of this Agreement that is determined to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability and without invalidating the remaining provisions hereof.

This Agreement was signed in 3 counterparts, any one of which shall constitute a valid original.

By signing this Agreement, each party acknowledges having received one original.

The Employee	For the Company
/s/Michel Loeb	By:	/s/ Michael B. Sims
		Michael B. Sims
	Its:	Director

Addendum to employment agreement

between Chiquita Brands International

sarl and Michel Loeb dd. 24/10/2008

Addendum to article 7—the Management Incentive Plan

Employee takes part in the Management Incentive Plan (MIP), to the extent that Employee complies with the conditions of the MIP, as determined by CBII. The current bonus target is 70% of the annual base salary pursuant to Article 6 § 1 of the Employment Agreement and is dependent on the work performed by the Employee and the results of CBII.

The Employee is entitled to a pro rata temporis allocation of said bonus, if the Employee is no longer employed by the Company on the normal date of payment of this bonus, unless he terminates his employment relationship voluntarily, without the Company giving him valid cause to do so, or unless he is terminated due to a violation of his duties as an Employee. Consequently, the Employee will receive a bonus that reflects his participation in the MIP 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 MIP. The preceding is subject to the provisions of the Executive Officer Severance Pay Plan, which shall govern to the extent that it provides a more favourable treatment to the Employee.

Any bonus allocated under the MIP is absolutely discretionary and subject to the conditions set forth in the MIP. The Employee notes that eligibility to take part in the MIP is no guarantee of receipt of a bonus and that the receipt of a bonus for a given year does not automatically ensure any future bonus under the MIP.

At any time, CBII may, without prior notification to or consent of the Employee, amend, revise or terminate the MIP.

SO AGREED on the date set forth below, next to the participant's signature.

Place, date	Rolle, Nov. 4th 2008
Participant's signature	/s/Michel Loeb

Addendum to employment agreement

between Chiquita Brands International

sarl and Michel Loeb dd. 24/10/2008

Addendum to article 8—the Long Term Incentive Program

The Employee takes part in a renewable three year incentive programme in accordance with the conditions set out in the Long Term Incentive Program (LTIP), as determined by CBII.

If the Employee is no longer employed by the Company on the normal date an award is granted he is not eligible to receive an award, unless the Compensation and Organization Development Committee of the Board of Directors of Chiquita Brands International, Inc., in its complete discretion, chooses to grant him an award.

Any award allocated under the LTIP is absolutely discretionary and subject to the conditions set forth in the LTIP. The Employee notes that eligibility to take part in the LTIP is no guarantee of receipt of an award, and that the receipt of an award for a given performance period does not automatically ensure future awards or eligibility for continued or future participation under the LTIP.

At any time, CBII may, without prior notification to or consent of the Employee, amend, revise or terminate the LTIP.

SO AGREED on the date set forth below, next to the participant's signature.

Place, date	Rolle, Nov. 4th 2008
Participant's signature	/s/Michel Loeb

EX-13

EXHIBIT 13

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

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

Management is responsible for establishing and maintaining adequate internal controls, including a system of internal control over financial reporting as defined in Exchange Act Rule 13a-15(f) that is supported by financial and administrative policies. This system is designed to provide reasonable assurance that the company’s financial records can be relied upon for preparation of its financial statements and that its assets are safeguarded against loss from unauthorized use or disposition.

Management has also designed a system of disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e) 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 global internal audit function, which reports to the Audit Committee, participates in the review of 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 high standards for ethical business conduct. The company maintains a helpline, administered by an independent service supplier, 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. Any significant concerns reported through the helpline that relate to accounting, internal accounting control or auditing matters are communicated 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 and its accounting policies. In performing its reviews, the Audit Committee meets periodically with the independent auditors, management and internal auditors, both together and separately, to discuss these matters.

The Audit Committee engaged PricewaterhouseCoopers LLP, an independent registered public accounting firm, to audit the company’s 2008 financial statements and its internal control over financial reporting and to express opinions thereon. The scope of the audits is set by PricewaterhouseCoopers following review and discussion with the Audit Committee. PricewaterhouseCoopers has full and free access to all company records and personnel in conducting its audits. Representatives of PricewaterhouseCoopers 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 Audit Committee. PricewaterhouseCoopers has issued an opinion on the company’s 2008 consolidated financial statements and the effectiveness of the company’s internal control over financial reporting. These reports appear on page 27. Prior to May 22, 2008, the Audit Committee engaged Ernst and Young

LLP, an independent registered accounting firm, in the same capacity. Ernst and Young has issued an opinion on the company’s 2007 and 2006 financial statements, which appears on page 28.

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, 2008. Based on management’s assessment, management believes that, as of December 31, 2008, 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 D. DONNAN
Chief Executive Officer	Chief Financial Officer	Chief Accounting Officer

2

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 distributors 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.

The company’s 2008 operating results were negatively impacted by a $375 million ($374 million after-tax) goodwill impairment charge in the Salads and Healthy Snacks segment. The goodwill had been recorded in 2005 in connection with the acquisition of Fresh Express. During the second half of 2008 and particularly in the fourth quarter, the salad business was impacted by recent negative category volume trends and by higher product supply costs. The lower operating performance of the salad business in 2008, combined with slower category growth and a decline in market values resulting from the weakness in the general economy and financial markets, led to the goodwill impairment charge in the fourth quarter of 2008. In late 2008, the company implemented strategies to improve the profitability of the salads business, including: rationalizing unprofitable contracts and products; modifying pricing to recover fuel-related cost increases; eliminating network inefficiencies resulting from the consolidation of salad processing and distribution facilities; and improving trade spending and merchandising. The company expects to generate improved results in its overall salad operations in 2009 as a result of its profit-improvement strategies.

Performance in other operating segments of the company significantly improved over 2007 despite significantly higher costs for fuel, fertilizer and purchased bananas. This improvement was due to higher banana pricing, stronger average European exchange rates and savings from the company’s 2007 business restructuring. Higher banana pricing was influenced by higher costs and constraints on volume availability in 2008. In the banana segment, the company expects continued strong pricing in North America despite a decline in fuel surcharges, a much slower pace of cost increases in 2009 compared to 2008 and relatively stable supply and demand fundamentals. Local European banana pricing is less certain in 2009 due to higher first half volumes and the expected lower value of the euro.

Significant financial items in 2008 are described below. Unless otherwise indicated, all amounts reported are for continuing operations only.

• Net sales were $3.6 billion and $3.5 billion for 2008 and 2007, respectively. The increase resulted primarily from higher banana pricing and favorable average exchange rates, partly offset by lower banana volumes reflecting constraints on availability and the company’s strategy to maintain and favor its premium quality product and price differentiation over market share.

• Operating loss was $281 million in 2008 compared to operating income of $32 million in 2007. The 2008 operating loss was primarily the result of the $375 million goodwill impairment charge in the fourth quarter.

• In August 2008, the company sold its subsidiary, Atlanta AG (“Atlanta”), for aggregate consideration of (i) €65 million ($97 million), of which €6 million ($8 million) is being held in escrow for up to 18 months to secure any potential obligations of the company under the agreement, and (ii) contingent consideration based on future performance criteria. In connection with the sale, the company contracted with Atlanta to continue to serve as the company’s preferred supplier of banana ripening and distribution services in Germany, Austria and Denmark

3

for at least five years. The sale and related services agreement resulted in a net gain on the sale of less than $1 million and a $2 million income tax benefit to continuing operations from the reversal of certain income tax valuation allowances.

• The company’s debt at December 31, 2008 was $777 million compared to $803 million at December 31, 2007. During 2008, the company refinanced its prior credit facility by issuing $200 million of 4.25% Convertible Senior Notes due 2016 and entering into a new $350 million credit facility with more flexible covenants. The company also repurchased $91 million of its Senior Notes at a discount with proceeds from the sale of Atlanta, which resulted in a $14 million gain and is expected to result in annual interest expense savings of approximately $8 million.

• During the fourth quarter of 2008, the company committed to relocate its European headquarters from Belgium to Switzerland, which the company believes will optimize its long-term tax structure. The relocation involved negotiation of a social plan, in accordance with Belgian labor practices, which defines the severance benefits for employees who were not eligible for relocation or elected not to relocate. The relocation does not affect employees in sales offices, ports and other field offices throughout Europe. In connection with the relocation, the company expects to incur total costs of approximately $19-23 million, of which $7 million was recognized in 2008.

Management believes that most of the company’s products are well-positioned to withstand the risks of the current global economic slowdown. Many of the company’s products may benefit because they are staple food items that provide both convenience and value to consumers, who may shift more towards eating at home. However, consumer demand may be impacted for certain of the company’s more premium products, including certain value-added salad blends, bananas sold at a significant competitive price premium in core European markets, and Just Fruit in a Bottle, the company’s European fresh fruit smoothie product. In North America, demand for bananas has been stable despite cost-driven price increases at retail, and while current market analysis suggests some consumers are eating more at home and purchasing more retail value-added salads, some consumers have shifted their purchases to less profitable value-added salad products or to private label.

Management also believes that the company has ample liquidity and a solid capital structure. The company has no debt maturities greater than $20 million in any year prior to 2014, and at December 31, 2008, had total cash of $77 million and $129 million of available borrowing capacity under its revolving credit facility, which provides significant financial covenant flexibility and is placed with a syndicate of commercial banks. The company borrowed $20 million in January 2009, under its revolving credit facility for normal seasonal trends in working capital, which are expected to peak in the second quarter. The company expects to be able to repay outstanding amounts in full by mid-2009. See Note 9 to the Consolidated Financial Statements for further description of the company’s debt agreements and financing activities.

The company focuses on effective management of risks in its business. 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: market prices; product supply cost increases; the impact that the economic downturn may have on consumer behavior; weather and agricultural disruptions and their potential impact on produce quality and supply; successful relocation of the company’s European headquarters to Switzerland; consumer concerns regarding food safety; foreign currency exchange rates; and risks of governmental investigations and other contingencies.

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• The company primarily enters into annual contracts for the sale of products in North America, and these contracts typically include fuel-related surcharges to recover fuel-related costs. Pricing in Europe typically changes weekly based on the local supply and demand and availability of competing fruit. Pricing in North America is expected to remain strong despite reductions in fuel-related surcharges. Local European pricing is less certain in 2009 due to higher first half volumes and the expected lower value of the euro.

• The company anticipates a much slower pace of cost increases for purchased fruit in 2009 relative to the unprecedented increases in 2008. The cost of owned banana production is expected to increase in 2009 as a result of lost production in Costa Rica and Panama from flooding in late 2008. Owned production is expected to return to normal by September 2009, during which time the company also expects higher purchased fruit and logistics costs as replacement fruit is sourced from independent growers. 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. Under current global economic conditions, the extent to which the company will be able to pass on increased costs is unclear. Additionally, certain Latin American countries, such as Costa Rica and Ecuador, have increased exit prices for bananas in 2009, which will also affect the cost of purchased fruit.

• Transportation costs are significant in the company’s business, and the market price of fuel is a volatile 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 manages this volatility by entering into hedge contracts for up to three-fourths of the fuel consumed in its ocean shipping fleet which permit it to lock in fuel purchase prices for up to three years. However, these hedging strategies cannot fully protect against rising fuel rates and entail the risk of loss if market fuel rates decline.

• 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 availability of the products and the company’s cost of goods sold. In late 2008, the company incurred $8 million of higher costs from flooding in Costa Rica and Panama, which affected approximately 1,300 hectares (3,200 acres) of the company’s owned production, as well as that of certain of the company’s independent growers. Also in 2008, the Banana segment incurred $3 million of higher logistics costs due to Hurricanes Ike and Gustav, as well as Tropical Storm Kyle, even though the company’s growing regions were not affected.

• Despite Chiquita’s excellent food safety record, food safety issues in the industry continue to pose a significant business risk. In June 2008, the FDA warned consumers not to eat certain types of raw red tomatoes as U.S. government agencies continued to investigate the cause of an ongoing Salmonella outbreak. Ultimately the FDA concluded that the source of the Salmonella outbreak was peppers, not tomatoes, and no contamination was linked to the company’s products. Nonetheless, the FDA’s health alert for raw red tomatoes resulted in $2 million of cost in the company’s Salads and Healthy Snacks segment. Similarly, 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 had a significant impact on the category, even after the event was resolved.

• 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. The company

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seeks to reduce its exposure to this volatility in the euro rate by purchasing euro option hedging contracts; however, these hedging activities cannot fully protect against the risk of a declining euro. Further discussion of hedging risks can be found under the caption “Market Risk Management – Financial Instruments” below.

• The company is a defendant in several pending legal proceedings. See Note 18 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 six lawsuits filed against the company claiming liability for alleged tort violations committed by the company’s former banana producing subsidiary in Colombia; (ii) the six 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 wasted corporate assets in connection with the payments that were subject to the company’s September 2007 plea agreement with the DOJ; (iii) an investigation by EU competition authorities relating to prior information sharing in Europe; and (iv) customs proceedings in Italy.

Operations

The company reports the following three business segments:

• Bananas: The Banana segment includes the sourcing (purchase and production), transportation, marketing and distribution of bananas.

• Salads and Healthy Snacks: The Salads and Healthy Snacks segment includes ready-to-eat, packaged salads, referred to in the industry as “value-added salads”; fresh vegetable and fruit ingredients used in foodservice; processed fruit ingredient products; and healthy snacking products, including the company’s fresh fruit smoothie product, Just Fruit in a Bottle, sold in Europe.

• Other Produce: The Other Produce segment includes the sourcing, marketing and distribution of whole fresh fruits and vegetables other than bananas.

Beginning in 2008, the company modified its reportable business segments to move Just Fruit in a Bottle to Salads and Healthy Snacks from Other Produce to realign with the company’s internal management reporting procedures. Prior period figures have been reclassified to reflect these changes. The company does not allocate certain corporate expenses to the reportable segments. These expenses are included in “Corporate.” The company evaluates the performance of its business segments based on operating income from continuing operations. Intercompany transactions between segments are eliminated. Segment results represent continuing operations. Discontinued operations were previously included in the Banana and Other Produce segments. See further information related to discontinued operations in Note 3 to the Consolidated Financial Statements.

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Financial information for each segment follows:

(In thousands)	2008			2007			2006
Net sales:
Bananas	$	2,060,319		$	1,833,195		$	1,708,784
Salads and Healthy Snacks		1,304,904			1,277,218			1,209,255
Other Produce		244,148			354,290			347,755
Total net sales	$	3,609,371		$	3,464,703		$	3,265,794
Segment operating income (loss):
Bananas	$	181,113		$	111,902		$	80,733
Salads and Healthy Snacks1		(399,822	)		13,181			23,429
Other Produce		10,128			(5,331	)		2,581
Corporate		(65,605	)		(62,219	)		(90,755	)
European headquarters relocation		(6,931	)		—			—
Restructuring		—			(25,912	)		—
Total operating income (loss)	$	(281,117	)	$	31,621		$	15,988

¹ The operating loss in 2008 included a $375 million ($374 million after-tax) goodwill impairment charge in the Salads and Healthy Snacks segment.

BANANA SEGMENT

Higher banana pricing, particularly in North America, was influenced by higher costs and constraints on volume availability in 2008, which is reflected in the segment’s operating income. The company’s 2008 banana pricing actions and cost reduction programs allowed it to overcome significant increases in industry and other product supply costs for purchased fruit, raw product and traded commodities such as fuel and fertilizers. In 2009, the company expects a much slower pace of cost increases compared to 2008 and relatively stable supply and demand fundamentals. Pricing in North America is expected to remain strong despite reductions in fuel-related surcharges. Local European banana pricing is less certain in 2009 due to higher first half volumes and the expected lower value of the euro. In late 2008, flooding in Costa Rica and Panama affected approximately 1,300 hectares (3,200 acres) of the company’s owned production, as well as certain of the company’s independent growers. Affected areas are expected to return to normal production by September 2009, during which time the company expects up to $30 million of higher owned production, purchased fruit and logistics costs as replacement volume is sourced from other independent growers. Additionally, certain Latin American countries, such as Costa Rica and Ecuador, have increased exit prices for bananas in 2009, which will also affect the cost of purchased fruit.

Net sales. Banana segment net sales increased 12% to $2.1 billion in 2008 versus $1.8 billion in 2007. The improvement resulted from higher banana pricing in each of the company’s markets influenced by higher costs and constraints on volume availability in 2008 and higher average foreign exchange rates. Net sales for 2007 increased 7% from $1.7 billion in 2006. The improvement resulted from increased pricing in core European and North American markets and favorable foreign exchange rates, partly offset by lower volume in core European and trading markets.

Operating income: 2008 compared to 2007. Banana segment operating income for 2008 was $181 million, compared to $112 million for 2007. Banana segment operating results were positively affected by:

• $167 million from improved pricing in North America.

• $61 million benefit from higher average European currency exchange rates.

• $42 million from improved local banana pricing in core European markets.

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• $19 million from improved pricing in Trading markets (defined below).

• $14 million from improved pricing in the Far East and Middle East, which the company primarily serves through joint ventures.

• $7 million of lower brand support and innovation costs.

These improvements were partially offset by:

• $211 million of cost increases for purchased fruit, owned banana production, discharging and inland transportation, bunker fuel and ship charters, and fertilizers, net of $16 million from cost savings programs other than the 2007 restructuring and $9 million of higher hedging gains offsetting higher fuel costs.

• $17 million from lower volume, primarily in the company’s core European markets.

• $8 million of incremental sourcing and logistics costs due to flooding in Panama and Costa Rica in late 2008.

• $3 million impairment charge related to the closure of a U.K. ripening facility.

• $3 million of incremental logistics costs related to hurricanes Gustav and Ike and tropical storm Kyle.

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

(In millions, except percentages)	2008	2007	% Change
North America1	62.2	61.5	1	%
Core European Markets2	49.2	53.4	(8	%)
Asia and the Middle East3	24.2	19.1	27	%
Trading Markets4	6.8	8.8	(23	%)
Total	142.4	142.8	0	%

The following table shows year-over-year favorable (unfavorable) percentage changes in the company’s banana prices and banana volume for 2008 compared to 2007:

	Q1		Q2		Q3		Q4		Year
Banana Prices
North America1	18	%	35	%	33	%	34	%	30	%
Core European Markets2
U.S. Dollar basis5	26	%	23	%	11	%	(7	%)	14	%
Local Currency	11	%	6	%	0	%	1	%	5	%
Asia and the Middle East3
U.S. Dollar basis	12	%	15	%	11	%	22	%	14	%
Trading Markets4
U.S. Dollar basis	41	%	26	%	22	%	7	%	18	%
Banana Volume
North America1	(1	%)	1	%	1	%	5	%	1	%
Core European Markets2	(14	%)	(8	%)	(6	%)	(2	%)	(8	%)
Asia and the Middle East3	4	%	36	%	14	%	51	%	27	%
Trading Markets4	(43	%)	(46	%)	(12	%)	17	%	(23	%)

¹ Total volume sold in North America includes all banana varieties, such as Chiquita-to-Go, Chiquita minis, organic bananas and plantains.

² The company’s “core” European markets include the 27 member states of the European Union, Switzerland, Norway and Iceland.

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³ The company primarily serves Asia and the Middle East through joint ventures, and most business is invoiced in U.S. dollars.

⁴ The company’s Trading markets are mainly European and Mediterranean countries that do not belong to the European Union.

⁵ Prices on a U.S. dollar basis do not include the impact of hedging.

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

(Dollars per euro)	2008		2007		% Change
Euro average exchange rate, spot	$	1.47	$	1.37	7	%
Euro average exchange rate, hedged		1.45		1.33	9	%

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 principally by purchasing put options. 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. Through 2008, the company also utilized collars, which included call options that reduced the company’s net option premium expense but could limit the benefit received from a stronger euro; however, the remaining collar contracts expired in the fourth quarter of 2008. Foreign currency hedging costs charged to the Consolidated Statements of Income were $9 million and $19 million in 2008 and 2007, respectively. These costs related primarily to hedging the company’s net cash flow exposure to fluctuations in the U.S. dollar value of its euro-denominated sales. At December 31, 2008, unrealized gains of $26 million on the company’s currency hedges were included in “Accumulated other comprehensive income of continuing operations,” $16 million of which is expected to be reclassified to net income during the next twelve months.

To minimize the volatility that changes in fuel prices could have on its operating results of the company’s core shipping operations, the company also enters into hedge contracts to lock in prices of future bunker fuel purchases. Unrealized losses of $77 million on these forward contracts were included in “Accumulated other comprehensive income of continuing operations” at December 31, 2008, of which $24 million is expected to be reclassified to net income during the next twelve months, unless market fuel prices increase. Further discussion of hedging risks can be found under the caption “Market Risk Management – Financial Instruments” below.

Operating income: 2007 compared to 2006. Banana segment operating income for 2007 was $112 million, compared to $81 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 2006, 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 due to favorable pricing and lower volume in Trading markets.

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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 Middle East.

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

• $3 million due to higher European tariff costs.

• $3 million due to lower volume in Asia and the Middle East.

EU Banana Import Regulation. Since 2006, bananas imported into the European Union (“EU”) from Latin America, the company’s primary source of fruit, have been subject to a tariff of €176 per metric ton. Banana imports from Africa, Caribbean, and Pacific sources are allowed to enter the EU tariff-free (in 2006 and 2007, subject to a limit of 775,000 metric tons, but since January 2008 in unlimited quantities). In Chiquita’s case, this tariff has resulted in approximately $75 million annually in net higher tariff-related costs compared to 2005. This tariff regime has been challenged by several countries through proceedings in the World Trade Organization (“WTO”), claiming violations of the EU’s WTO obligations not to discriminate against, or raise restrictions on, bananas from Latin America. Under decisions adopted in December 2008, the WTO ruled that the EU’s banana importing practices violate international trade rules.

WTO negotiations regarding potential tariff reductions are underway among the parties to the trade dispute. In July 2008, the European Commission reached a tentative agreement to reduce the tariff to €114 per metric ton over 8 years. Since the collapse of the “Doha Round” of global trade talks in July 2008, the EU has declined to finalize that agreement. There can be no assurance that the WTO rulings and negotiations will result in changes to the EU regime, or that any resulting changes will favorably impact the company’s results.

SALADS AND HEALTHY SNACKS SEGMENT

During the second half of 2008 and particularly in the fourth quarter, the salad business was impacted by slower category growth and higher product supply costs, including temporary inefficiencies during the consolidation of salad processing and distribution facilities. The company also experienced higher costs from new products including the expansion of Gourmet Café salads in North America and the company’s fresh fruit smoothie, Just Fruit in a Bottle, in Europe. Total operating losses incurred in the successful expansion of Just Fruit in a Bottle were $26 million and $16 million in 2008 and 2007, respectively. Just Fruit in a Bottle has expanded into six countries and is the number one brand in most markets served. The company expects 2009 operating losses for Just Fruit in a Bottle to be significantly less than 2008.

The lower operating performance of the salad business in 2008, along with slower growth expectations, recent negative category volume trends and a decline in market values resulting from weakness in the general economy as well as the financial markets, led to a $375 million goodwill impairment charge in the fourth quarter of 2008. In late 2008, the company implemented strategies to improve the profitability of the salads business, including: increasing pricing in retail and foodservice; eliminating unprofitable contracts and products; modifying pricing to recover fuel-related cost increases; eliminating network inefficiencies; and improving trade spending and merchandising. As part of these strategies, the company elected not to renew contracts with certain foodservice customers who were unwilling to accept price increases, and as a result, the company expects its foodservice volume to decline significantly in 2009. Although this decline in foodservice volume is expected to have a temporary negative impact on the company’s cost structure until it can be replaced with more profitable retail and foodservice volume, the company expects 2009

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results of its overall salad operations to improve over 2008, as a result of its profit-improvement strategies.

Net sales. Salads and Healthy Snacks segment net sales increased 2% to $1.3 billion in 2008. Net sales increased 6% to $1.3 billion in 2007 compared to $1.2 billion in 2006.

Operating income: 2008 compared to 2007. The Salads and Healthy Snacks segment had an operating loss of $400 million in 2008, compared to operating income of $13 million in 2007. Salads and Healthy Snacks segment operating results were adversely impacted by:

• $375 million goodwill impairment charge in the fourth quarter of 2008.

• $25 million due to increases in fuel and raw product costs in salad operations.

• $18 million of increased production and transportation costs, primarily related to temporary inefficiencies during the consolidation of salad processing and distribution facilities.

• $10 million of incremental operating losses during the year in the continued successful geographic expansion of the Just Fruit in a Bottle line of products, which is now in six countries in Europe.

• $3 million of increased brand development, marketing and innovation spending in North American salads.

• $2 million of increased sourcing costs associated with the industry-wide FDA warning on raw red tomatoes, although no contamination was linked to the company’s products.

These adverse items were offset in part by:

• $14 million of net higher pricing in U.S. retail value-added salads and foodservice.

• $6 million less in costs from a freeze that affected lettuce sourcing in 2007, which did not recur.

Operating income: 2007 compared to 2006. The Salads and Healthy Snacks segment had operating income of $13 million in 2007, compared to $23 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 2007, 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 of incremental operating losses from the expansion of Just Fruit in a Bottle.

• $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,

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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.

OTHER PRODUCE SEGMENT

Other Produce results represent continuing operations. Previously, the majority of Other Produce sales were from Atlanta, the company’s German distribution business, which was sold in August 2008, and is presented as “discontinued operations” in the Consolidated Financial Statements.

Net sales. Other Produce segment net sales were down 31% to $244 million in 2008 from $354 million in 2007. The decrease was due primarily to the elimination of both local sales from previously owned operations in Chile and lower-margin sales of Mexican-sourced vegetables. Net sales of Other Produce in 2007 were flat with 2006 at $348 million.

Operating income: 2008 compared to 2007. In the Other Produce segment, the operating income for 2008 was $10 million, compared to an operating loss of $5 million in 2007. Other Produce segment operating results improved primarily from $10 million of charges to exit the company’s Chilean operations in 2007, which did not repeat in 2008.

Operating income: 2007 compared to 2006. In the Other Produce segment, the operating loss for 2007 was $5 million, compared to operating income of $3 million in 2006. The decrease was primarily a result of $10 million of charges to exit the company’s Chilean operations.

CORPORATE

2008 compared to 2007. The company’s Corporate expenses were $66 million and $62 million in 2008 and 2007, respectively. Corporate expense reflects higher legal fees and higher incentive compensation accruals in 2008, which were offset by improvements due to savings from the 2007 business restructuring plan and the absence of a $3 million charge in 2007 related to a settlement of U.S. antitrust litigation. The company cannot estimate future legal fees because the process is driven by factors it does not control. See Note 18 to the Consolidated Financial Statements for further information about the company’s contingencies.

2007 compared to 2006. The company’s Corporate expenses were $62 million and $91 million in 2007 and 2006, respectively. Corporate expenses benefited from the absence of a $25 million charge in 2006 related to the plea agreement with the U.S. Department of Justice. See further discussion in Note 18 of the Consolidated Financial Statements.

EUROPEAN HEADQUARTERS RELOCATION

During the fourth quarter of 2008, the company committed to relocate its European headquarters from Belgium to Switzerland, which the company believes will optimize its long-term tax structure. The relocation had been under review with Belgian employees since April 2008, including negotiation of a social plan in accordance with Belgian labor practices. The social plan was approved in the fourth quarter and defines the severance benefits for employees who were not eligible for relocation or elected not to relocate. Under the social plan, affected employees are required to continue providing service until specified termination dates in order to be eligible for one-time termination benefits. The relocation

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affects approximately 100 employees and is expected to conclude in 2009. The relocation does not affect employees in sales offices, ports and other field offices throughout Europe. In connection with the relocation, the company expects to incur total costs of approximately $19-23 million, of which the company incurred $7 million in 2008. See Note 4 to the Consolidated Financial Statements for further information about the company’s relocation and restructuring activities.

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 eliminated approximately 170 management positions worldwide and more than 700 other full-time positions, most of which were in two processing and distribution facilities closed in the first quarter of 2008. The company also discontinued its line of fresh-cut fruit bowls in the first quarter 2008. The restructuring resulted in a charge of $26 million in the fourth quarter of 2007, including $14 million of one-time termination benefits and $12 million of asset write downs. The company estimates that the restructuring plan generated sustainable annual savings of approximately $65 million. Approximately two-thirds of these estimated cost savings related to “Selling, general and administrative” expenses, with the remaining amount benefiting “Cost of sales” on the Consolidated Statements of Income.

INTEREST INCOME AND EXPENSE

Interest expense was $76 million, $86 million and $85 million in 2008, 2007 and 2006, respectively. Interest expense includes deferred financing fee write-offs of $9 million in 2008 as a result of refinancing the company’s credit facility and $2 million in 2007 as a result of the sale of the company’s shipping fleet and subsequent repayment of debt. Interest expense decreased in 2008 compared to 2007 despite these write-offs, due to lower borrowings in 2008, lower average LIBOR applicable to the company’s revolving credit facility and the replacement of a portion of term loan borrowings with the 4.25% Convertible Senior Notes (“Convertible Notes”). Additionally, repurchases of the company’s Senior Notes in September and October 2008 are expected to result in annual interest expense savings of approximately $8 million. Interest income was $7 million, $10 million and $9 million in 2008, 2007 and 2006, respectively.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (including partial cash settlement).” FSP No. APB 14-1 is effective for fiscal years beginning after December 15, 2008 and will impact the accounting for the company’s Convertible Notes. The retrospective application of FSP No. APB 14-1 will result in a non-cash increase in interest expense. As a result, non-cash interest expense for 2009 is expected to increase approximately $7 million. See Note 1 to the Consolidated Financial Statements for further description of the expected impact of FSP No. APB 14-1.

OTHER INCOME AND EXPENSE

Other income in 2008 included a $14 million gain from the September and October repurchases of Senior Notes with proceeds from the sale of Atlanta as well as $9 million of other income, $6 million net of income tax, from the resolution of claims and the receipt of refunds of certain non-income taxes paid between 1980 and 1990 in Italy. In 2006, other income included a $6 million gain from the sale of the company’s 10% ownership in Chiquita Brands South Pacific, an Australian fresh produce distributor.

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 and has more than $400 million of net operating losses available for carryforward. 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

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on foreign earnings because such earnings have been or are expected to be permanently invested in foreign operating assets.

Income taxes from continuing operations were a benefit of $2 million in 2008, and expense of $1 million and $2 million in 2007 and 2006, respectively. Income taxes included benefits of $17 million, $14 million and $10 million for 2008, 2007 and 2006, respectively, due to the resolution of tax contingencies and the release of valuation allowances.

See Note 14 to the Consolidated Financial Statements for further information about the company’s income taxes.

OTHER SIGNIFICANT TRANSACTIONS AND EVENTS

Sale of Atlanta AG. In August 2008, the company sold its subsidiary, Atlanta, for aggregate consideration of (i) €65 million ($97 million), of which €6 million ($8 million) will be held in escrow for up to 18 months to secure any potential obligations of the company under the agreement, and (ii) contingent consideration based on future performance criteria. In connection with the sale, the company contracted with Atlanta to continue to serve as the company’s preferred supplier of banana ripening and distribution services in Germany, Austria and Denmark for at least five years. The sale and related services agreement resulted in a net gain on the sale of less than $1 million and a $2 million income tax benefit to continuing operations from the reversal of certain valuation allowances. Further information on the transaction, including summary financial information for these discontinued operations, can be found in Note 3 to the Consolidated Financial Statements.

Refinancing Activities. During 2008, the company took several steps to strengthen its balance sheet. In February 2008, the company issued $200 million of Convertible Notes, which provided approximately $194 million in net proceeds that were used to repay debt under the prior credit facility. In March 2008, the company and Chiquita Brands L.L.C. (“CBL”) entered into a new six-year, $350 million senior secured credit facility with a syndicate of banks that replaced the remaining portions of the company’s previous credit facility. The new credit facility consists of a $200 million senior secured term loan and a $150 million revolving credit facility. As a result of these transactions, the company’s debt maturities are no more than $20 million in any year prior to 2014 and its financial covenants are more flexible. In September and October 2008, the company used approximately $75 million of the proceeds from the sale of Atlanta to repurchase $91 million of its senior notes at a discount, resulting in a net gain of approximately $14 million. The repurchases are expected to result in annual interest expense savings of $8 million. See further information regarding the company’s debt and financing activities in Note 9 to the Consolidated Financial Statements.

Acquisition of Verdelli Farms. In October 2007, Fresh Express acquired Verdelli Farms, a regional processor of value-added salads, vegetables and fruit snacks in the northeastern United States based in Harrisburg, Pennsylvania. The acquisition benefited the Fresh Express brand by expanding its presence in the northeast United States, where the brand had been under-represented, improving distribution and logistics efficiency and adding freshness for Fresh Express products. The conversion of production to Fresh Express brands at this location was substantially complete at December 31, 2008. See also Note 3 to the Consolidated Financial Statements.

Sale-Leaseback of Shipping Fleet. In June 2007, the company sold 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 NYKLauritzenCool AB. Eleven of the ships are being chartered back through 2014, with options for up to an additional five years, and a twelfth ship is being chartered back through 2010, with an option for up to an additional two years. Net of operating costs previously incurred on the owned ships and synergies, the company is incurring incremental cash operating costs of approximately $28 million annually for the leaseback of the ships, which is partly

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offset by approximately $15 million of annual interest savings from the approximately $210 million of debt repaid from proceeds of the sale. Further, the transaction extended debt maturities by retiring ship and term loan debt that otherwise would have had minimum principal repayment obligations of $16-54 million annually through 2012.

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.” The sale-leaseback of the ships resulted in a net gain of approximately $102 million, which was deferred and is being amortized to “Cost of sales” in 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 is approximately $11 million annually. The transaction did not impact the company’s fuel exposure, as the company continues to purchase fuel used by these ships throughout their charter periods. See Note 3 to the Consolidated Financial Statements for further information on the transaction.

Sale of Chilean Assets. In the fourth quarter of 2007, the company sold three plants and other assets in Chile for approximately $10 million of cash proceeds, resulting in a $3 million net gain, and in the first quarter of 2008, the company sold its remaining farm in Chile for approximately $1 million in cash. In conjunction with the sale of these assets, the company recorded inventory write-downs and severance and other costs in 2007 totaling $7 million. Previously, the company had exited certain unprofitable farm leases in Chile, resulting in charges of approximately $6 million in the first quarter of 2007. The company is continuing to purchase produce from independent growers in Chile.

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.

Sale of Ivory Coast Operations. In January 2009, the company sold its operations in the Ivory Coast. The sale is expected to result in a pre-tax gain of $3-5 million, as well as income tax benefits of approximately $4 million.

Liquidity and Capital Resources

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. The company is in compliance with the financial covenants of its credit facility and expects to remain in compliance for at least twelve months from the date of this filing.

In 2007 and 2008, the company strengthened its balance sheet and liquidity position through the successful refinancing of its credit facility with a new credit facility that contains substantially more flexible covenants and through its repurchases of Senior Notes, summarized as follows:

• In September and October 2008, the company completed a program to repurchase Senior Notes in the open market with $75 million of the net proceeds from the sale of Atlanta (see Notes 3 and 9 in the Consolidated Financial Statements). The company repurchased $55 million principal amount of 7 ¹/2% Senior Notes and $36 million principal amount of 8 ⁷/8% Senior Notes at a discount, resulting in an extinguishment gain of approximately $14 million, net of deferred financing fee write-offs and transaction costs. The repurchases are expected to result in annual interest expense savings of approximately $8 million. These repurchases did not affect the financial maintenance covenants of the Credit Facility (defined below) because the Senior Notes

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were repurchased by CBL, the company’s main operating subsidiary, as a permitted investment under the terms of the Credit Facility. Although these repurchased Senior Notes were not legally retired, the company does not intend to resell any of them.

• In March 2008, the company and CBL entered into a six-year, $350 million senior secured credit facility (“Credit Facility”) with a syndicate of banks. The Credit Facility consists of a $200 million senior secured term loan (the “Term Loan”) and a $150 million senior secured revolving credit facility (the “Revolver”). The Credit Facility replaced the remaining portions of the company’s previous credit facility (“CBL Facility”) and contains two financial maintenance covenants, which provide substantially greater flexibility than those in the previous CBL Facility. The covenants in the Credit Facility require the company to maintain operating company leverage (operating company debt divided by EBITDA) at or below 3.50x and to maintain operating company fixed charge coverage (the sum of operating company EBITDA plus Net Rent divided by the sum of Fixed Charges plus Net Rent) at or above 1.15x, for the life of the facility. Earnings before interest, taxes, depreciation and amortization (“EBITDA”), as defined in the Credit Facility, excludes certain non-cash items including stock compensation and impairments, such as the fourth quarter 2008 goodwill impairment charge. Fixed Charges includes interest payments and distributions by CBL to CBII other than for normal overhead expenses. Net Rent expense, as defined by the Credit Facility, excludes the estimated portion of ship charter costs that represents normal vessel operating expenses. Operating company debt for purposes of the leverage covenant, as defined by the Credit Facility, includes subsidiary debt plus letters of credit outstanding. The Revolver contains a $100 million sub-limit for letters of credit, subject to a $50 million sub-limit for non-U.S. currency letters of credit. As of February 27, 2009, the variable interest rate on the Term Loan was LIBOR plus a margin of 3.75%, or 5.95%.

• In February 2008, the company issued $200 million of Convertible Notes, which provided approximately $194 million in net proceeds and were used to repay term loan and revolving debt under the CBL Facility. This refinancing extended the maturity of the debt and will reduce the interest payable over the next five years. The full principal amount of the Convertible Notes matures August 15, 2016. The Convertible Notes pay interest semi-annually at a rate of 4.25% per annum, beginning August 15, 2008. Under the circumstances described in Note 9 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 “Interest Income and Expense” and Note 1 to the Consolidated Financial Statements for discussion of how a new accounting pronouncement will affect the accounting for the Convertible Notes.

• In the second and third quarters of 2007, cash proceeds from the sale-leaseback of the company’s ships were used to repay approximately $210 million of debt, including $57 million of revolving credit borrowings, $90 million of debt associated with the ships and $64 million of term loan debt under the previous CBL Facility. 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.

The company has debt maturities of no more than $20 million in any year prior to 2014. At December 31, 2008, no borrowings were outstanding under the Revolver and $21 million of credit availability was used to support issued letters of credit, leaving $129 million of credit available. The company borrowed $20 million under the Revolver in January 2009, and expects to make additional

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draws under this facility to fund normal peak seasonal working capital needs through March or April 2009. The company believes that operating cash flow should permit it to repay the revolving credit balance in full by mid-2009 and to make scheduled principal and interest payments. See Note 9 to the Consolidated Financial Statements for additional information regarding the company’s debt and refinancing.

The following table summarizes the company’s contractual obligations for future cash payments at December 31, 2008, 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	$	583,773	$	—	$	—	$	—	$	583,773
Subsidiaries1		193,152		10,561		37,589		40,002		105,000
Interest on debt2		320,000		51,000		99,000		93,000		77,000
Operating leases		546,964		154,061		205,190		145,295		42,418
Pension and severance obligations		87,156		10,675		19,853		17,943		38,685
Purchase commitments3		1,245,376		571,818		427,807		195,793		49,958
Uncertain tax positions4		5,817		5,183		634		—		—
Other		24,918		7,775		17,143		—		—
	$	3,007,156	$	811,073	$	807,216	$	492,033	$	896,834

¹ The company borrowed $20 million in January 2009 under its Revolver for normal seasonal working capital needs, which is expected to be repaid in full by mid-2009.

² Estimating future cash payments for interest on debt requires significant assumptions. The amounts in the table reflect a LIBOR rate of 2.20% plus a margin of 3.75% on the term loan under the Credit Facility for all future periods. No 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.

³ 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 set the price for the purchased fruit for 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 the produce at the contract price until the renegotiation date. Purchase commitments included in the table are based on the current contract price and the estimated volume the company is committed to purchase until the next renegotiation date. These purchase commitments represent normal and customary operating commitments in the industry.

⁴ Reflects only tax contingencies that are deemed probable of payment, which is significantly less than the amounts accrued in the Consolidated Balance Sheets under FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes.”

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Total debt consists of the following:

	December 31,
(In thousands)	2008		2007
Parent Company:
7 1/2% Senior Notes, due 2014	$	195,328	$	250,000
8 7/8% Senior Notes, due 2015		188,445		225,000
4.25% Convertible Notes, due 2016		200,000		—
Subsidiaries:
Credit Facility Term Loan		192,500		—
Term Loan C (prior credit facility)		—		325,725
Other		652		1,747
Notes and loans payable		—		718
Total debt	$	776,925	$	803,190

The company had approximately $193 million of variable-rate debt at December 31, 2008. A 1% change in interest rates would result in a change to interest expense of approximately $2 million annually. A subsidiary of the company has an €11 million uncommitted credit line for bank guarantees to be used primarily for import licenses and duties in European Union countries. At December 31, 2008, the company had €11 million ($15 million) of cash equivalents in a compensating balance arrangement as it relates to this uncommitted credit line for bank guarantees. See Note 9 to the Consolidated Financial Statements for additional information regarding the company’s debt and refinancing.

The company’s cash balance was $77 million and $61 million at December 31, 2008 and 2007, respectively. Cash and equivalents are comprised of either bank deposits or amounts invested in money market funds.

Operating cash flow was $8 million, $65 million and $12 million in 2008, 2007 and 2006, respectively. The decline in operating cash flow from 2007 to 2008 was primarily due to decreases in accounts payable, and increases in grower advances to secure new growers of certain other produce items. The increase in operating cash flow from 2006 to 2007 was primarily due to changes in operating results.

Capital expenditures were $63 million, $63 million and $58 million for 2008, 2007 and 2006, respectively. In 2009, the company expects approximately the same level of capital expenditures.

During the fourth quarter of 2008, the company committed to relocate its European headquarters from Belgium to Switzerland, which is expected to be completed in 2009. The company expects to incur total costs of approximately $19-23 million for the relocation, $7 million of which was incurred in 2008. See Note 4 to the Consolidated Financial Statements for further information.

At current fuel prices the company also has significant obligations under its bunker fuel hedging arrangements. At December 31, 2008, the liability for fuel swaps was $79 million, of which $24 million is expected to settle in 2009, with the remainder settling through 2011. The ultimate amount due will depend upon fuel prices at the dates of settlement. Bunker fuel hedging gains and losses are recognized when the hedging contracts settle. The company expects that operating cash flows will be sufficient to cover obligations, if any, under fuel hedging arrangements.

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. Any future dividends would require approval by the board of directors. At December 31, 2008, distributions to CBII,

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other than for normal overhead expenses and interest on the company’s Convertible Notes and Senior Notes, were limited to $80 million by the financial covenants of the Credit Facility.

Market Risk Management – Financial Instruments

HEDGING INSTRUMENTS

Chiquita’s products are distributed in approximately 90 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 for these sales 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. These put option contracts allow the company to exchange a certain amount of euros for U.S. dollars at either the exchange rate in the option contract or the spot rate. At February 13, 2009, the company had hedging coverage for approximately three-fourths of its expected net euro cash flow exposure for 2009 and approximately one-third of its expected net exposure for 2010 at rates of $1.39 and $1.39 per euro, respectively.

The company’s shipping operations are exposed to the risk of rising fuel prices. Although the company sold its twelve ships in 2007, it is still responsible for purchasing fuel for these ships, which are chartered back under long-term leases. To reduce the risk of rising fuel prices, the company enters into bunker fuel forward contracts that allow the company to lock in fuel prices up to three years in the future. Bunker fuel forward contracts can offset increases in market fuel prices or can result in higher costs from declines in market fuel prices, but in either case reduce the volatility of changing fuel prices in the company’s results. At February 13, 2009, the company had hedging coverage for approximately three-fourths of its expected fuel purchases through 2011 at average bunker fuel swap rates of $353, $481 and $439 per metric ton in 2009, 2010 and 2011, respectively.

Hedging instruments are carried at fair value on the company’s Consolidated Balance Sheets, with potential gains and losses deferred in “Accumulated other comprehensive income” until the hedged transaction occurs (the euro sale or fuel purchase to which the hedging instrument was intended to apply). At December 31, 2008, the fair value of the foreign currency option and bunker fuel forward contracts was a net liability of $32 million, of which $2 million is included in “Other current assets” and $34 million in “Other liabilities” in the Consolidated Balance Sheet. At December 31, 2007, the fair value of the foreign currency option and bunker fuel 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. A hypothetical 10% increase in the euro currency rates would have resulted in a decline in fair value of the foreign currency options of approximately $20 million at December 31, 2008. However, the company expects that any loss on these contracts would be more than offset by an increase in the dollar realization of the underlying sales denominated in foreign currencies. A hypothetical 10% decrease in bunker fuel rates would result in a decline in fair value of the bunker fuel swaps of approximately $19 million at December 31, 2008. 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 Notes 1 and 10 to the Consolidated Financial Statements for additional discussion of the company’s hedging activities. See “Critical Accounting Policies and Estimates” below and Note 11 to the Consolidated Financial Statements for additional discussion of fair value measurements, as it relates to the company’s hedging instruments.

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DEBT INSTRUMENTS

Chiquita’s interest rate risk arises from its fixed and variable rate debt (see Note 9 to the Consolidated Financial Statements). The company had approximately $193 million of variable-rate debt at December 31, 2008, and as a result, a 1% change in interest rates would result in a change to interest expense of approximately $2 million annually. Of the $777 million total debt at December 31, 2008, approximately 75% was fixed-rate debt. Although the Consolidated Balance Sheets present debt at historical cost rather than fair value, a hypothetical 0.50% increase in interest rates would have resulted in a decline in the fair value of the company’s fixed-rate debt of approximately $12 million at December 31, 2008.

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 goodwill and intangible assets;

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

• measuring the fair value of financial assets and liabilities;

• accounting for pension and tropical severance plans;

• accounting for income taxes;

• accounting for contingent liabilities; and

• accounting for sales incentives.

REVIEWING THE CARRYING VALUES OF GOODWILL AND INTANGIBLE ASSETS

Goodwill. The company’s goodwill at December 31, 2008 consisted almost entirely of the goodwill resulting from the Fresh Express acquisition in June 2005. The company recorded a $375 million ($374 million after-tax) impairment charge in the fourth quarter of 2008, reducing its goodwill to $175 million. The company reviews goodwill for impairment annually each fourth quarter or as circumstances indicate the possibility of impairment in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets.” In the second half of 2008 and particularly in the fourth quarter, the company’s salad operations performed below prior periods and management expectations. The lower operating performance of the salad business, along with slower growth expectations, recent negative category volume trends and a decline in market values resulting from weakness in the general economy as well as the financial markets, led to the goodwill impairment charge. This impairment indicator coincided with the company’s annual impairment testing in the fourth quarter.

In accordance with SFAS No. 142, the first step of the impairment review compared the fair value of the Fresh Express reporting unit to the carrying value. Consistent with prior impairment reviews, the company estimated the fair value of Fresh Express using a combination of a market approach based on multiples from recent comparable transactions and an income approach based on expected future cash flows discounted at 9.5%. The market approach and the income approach were weighted equally based on a judgment of the comparability of the recent transactions and the risks inherent in estimating future cash flows in a difficult economic environment. An increase in the discount rate of 0.50% would reduce the estimated fair value of Fresh Express by approximately $20 million. A 5% change per year in the expected future cash flows would affect the calculated fair value of Fresh Express by approximately $15 million. Management considered recent economic trends in estimating the expected future cash flows of

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Fresh Express used in the income approach. Because the first step of the analysis indicated potential impairment, the company performed the second step and calculated the implied value of goodwill by subtracting the fair value of the Fresh Express’ assets and liabilities, including intangible assets, from the previously estimated fair value of the reporting unit. Impairment was measured as the difference between the implied value of goodwill and the carrying value.

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

Trademarks. At December 31, 2008, the company’s Chiquita trademark had a carrying value of $388 million. The year-end 2008 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-effected and, thereafter, converted to present value with a discount rate that considers the risk associated with owning the intangible assets. In the appraisal, royalty rates were applied to 5-year revenue projections with a 3% growth rate assumed in the terminal value, reflecting estimates of long-term U.S. inflation. Other assumptions include a royalty rate of 3%, a 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 change to the royalty rate of 0.25% could impact the appraisal by up to $50 million. A change in the discount rate of 0.50% could impact the appraisal by $40 million. Based on this calculation, there was no indication of impairment at December 31, 2008 and, as such, no write-down of the carrying value was required.

In conjunction with the 2005 Fresh Express acquisition, the company recorded the Fresh Express trademark, which had a carrying value of $61 million at December 31, 2008. 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. In the appraisal, royalty rates were applied to 5-year revenue projections with a 3% growth rate assumed in the terminal value, reflecting estimates of long-term U.S. inflation. Other assumptions include a royalty rate of 1%, a 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 change to the royalty rate of 0.25% could impact the appraisal by up to $20 million. A change in the discount rate of 0.50% could impact the appraisal by $5 million. Based on this calculation, there was no indication of impairment at December 31, 2008 and, as such, no write-down of the carrying value was required.

Other Intangible Assets. At December 31, 2008, the company had a carrying value of $135 million of other intangible assets, net of amortization, consisting of $90 million in customer relationships and $45 million in patented technology related to Fresh Express. As amortizable intangible assets, the company reviews the carrying value when impairment indicators are present, in accordance with 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. Tests are performed over asset groups at the lowest level of identifiable cash flows. The goodwill impairment charge recorded in the fourth quarter of 2008 was an impairment indicator; however, testing resulted in no impairment to the “Other intangible assets.”

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REVIEWING THE CARRYING VALUES OF PROPERTY, PLANT AND EQUIPMENT

The company also reviews the carrying value of its property, plant and equipment when impairment indicators are present, as prescribed by SFAS No. 144. Tests are performed over asset groups at the lowest level of identifiable cash flows. The goodwill impairment charge recorded in the fourth quarter of 2008 was an impairment indicator for the property, plant and equipment at Fresh Express; however, testing resulted in no impairment of these assets. Also in 2008, the company recognized a $3 million impairment related to the closure of a ripening facility in the United Kingdom. In 2007, the company completed a review of the carrying values of its Greencastle, Pennsylvania, Carrollton, Georgia and Bradenton, Florida facilities and other assets in connection with its restructuring plan, which resulted in approximately $12 million of asset impairment charges in the fourth quarter 2007.

MEASURING THE FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

Calculating fair value of certain financial assets and liabilities requires significant assumptions. Effective January 1, 2008, the company adopted SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 establishes a singular definition of fair value and a framework for measuring fair value under U.S. GAAP, and expands disclosures about fair value measurements, but does not require any additional fair value measurements. SFAS No. 157 clarified that fair value is the price to hypothetically sell an asset or transfer a liability in an orderly manner in the principal market for that asset or liability and also addresses the valuation techniques used to determine fair value. These valuation techniques include the market approach, income approach and cost approach. The market approach uses prices or relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach involves converting future amounts to a single present amount based on current market expectations about those future amounts. The cost approach is based on the amount that currently would be required to replace the service capacity of the asset. The SFAS No. 157 framework for measuring fair value uses a three-level hierarchy that prioritizes the use of observable inputs. The hierarchy level of a fair value measurement is determined entirely by the lowest level input that is significant to the measurement. The three levels are:

Level 1 – observable prices in active markets for identical assets and liabilities;

Level 2 – observable inputs other than quoted market prices in active markets for identical assets and liabilities, which include quoted prices for similar assets or liabilities in an active market and market-corroborated inputs; and

Level 3 – unobservable inputs.

At December 31, 2008, the company carried the following financial assets and liabilities at fair value:

				Fair Value Measurements Using
(In thousands)	Carrying Value And Fair Value Dec. 31, 2008			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Foreign currency option contracts	$	47,239		$	—	$	47,239	$	—
Bunker fuel forward contracts		(79,002	)		—		—		(79,002	)
Cost investment		3,199			3,199		—		—
	$	(28,564	)	$	3,199	$	47,239	$	(79,002	)

The company values fuel hedging positions by applying an observable discount rate to the current market value of identical hedge positions. The company values currency hedging positions by utilizing observable or market-corroborated inputs such as exchange rates, volatility and forward yield curves. The company trades only with counterparties that meet certain liquidity and creditworthiness standards. SFAS No. 157 requires the consideration of non-performance risk when valuing derivative instruments. The company includes an adjustment for non-performance risk in the recognized measure of fair value of

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derivative instruments. The adjustment reflects the full credit default spread (“CDS”) applied to a net exposure, by counterparty. The company uses its counterparty’s CDS for a net asset position, which is an observable input, and its own estimated CDS for a net liability position, which is an unobservable input. At December 31, 2008, the company’s adjustment for non-performance risk (relative to a measure based on unadjusted LIBOR), reduced the company’s derivative assets for foreign currency option contracts by approximately $1 million and reduced the derivative liabilities for bunker fuel forward contracts by approximately $8 million.

In February 2008, the FASB issued FASB Staff Position (“FSP”) No. FAS 157-2, “Effective Date of FASB Statement No. 157,” which delayed the effective date of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities to fiscal years beginning after November 15, 2008. Accordingly, effective January 1, 2008, the company partially adopted SFAS No. 157, which did not have a material impact on the company’s fair value measurements, and will defer application of SFAS No. 157 to nonfinancial assets and nonfinancial liabilities. Fair value measurements where the provisions of SFAS No. 157 have not been applied include fair value assessments used in annual impairment tests of goodwill and trademarks, in other impairment tests of nonfinancial assets and in the valuation of assets held for sale.

In October 2008, the FASB issued FSP No. FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active,” which clarifies the application of SFAS No. 157 in determining the fair value of assets and liabilities for which there is no active market or the principal market for such asset or liability is not active. This FSP was effective upon issuance and did not have a material impact on the company’s Consolidated Financial Statements.

ACCOUNTING FOR PENSION AND TROPICAL SEVERANCE PLANS

Significant assumptions used in the actuarial calculation of projected benefit obligations (the liabilities) related to the company’s defined benefit pension and foreign pension and severance plans include the discount rate and the long-term rate of compensation increase. The weighted average discount rate assumptions used to determine the projected benefit obligations for domestic pension plans were 6.25% and 5.75% at December 31, 2008 and 2007, respectively. In 2008, the company refined its method of determining the appropriate discount rate for domestic pension plans to a yield curve from the previously used rate on high quality, fixed income investments in the U.S., such as Moody’s Aa rated corporate bonds. In evaluating the discount rate, the company determined that the yield curve was a preferable method because it uses the plans’ expected payouts combined with a larger population of high quality, fixed income investments in the U.S. that are appropriate for the expected timing of the plans’ payments. The weighted average discount rate assumptions used to determine the projected benefit obligations for the foreign pension and severance plans were 10.75% and 7.25% at December 31, 2008 and 2007, respectively, which represented the 10-year U.S. Treasury rate adjusted to reflect higher inflation in these countries. The weighted average long-term rate of compensation increase used to determine the projected benefit obligations for both domestic and foreign plans was 5.0% in 2008 and 2007.

Determination of the net periodic benefit cost (the expense) also includes an assumption for the weighted average long-term rate of return on plan assets, which was assumed to be 8.0% for 2008 and 2007 for domestic plans and 2.25% for 2008 and 2007 for foreign plans. 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.

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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 results 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. FASB Interpretation No. (“FIN”) 48, “Accounting for Uncertainty in Income Taxes—An Interpretation of FASB Statement No. 109” 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 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. FIN 48 required the company to record any FIN 48 adjustments as of January 1, 2007, the adoption date, to beginning retained earnings rather than the Consolidated Statements 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. Since the adoption date, interest and penalties that could be assessed on these uncertain tax positions are included in “Income taxes” in the Consolidated Statements 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

24

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.

ACCOUNTING FOR SALES INCENTIVES

The company, primarily in its Salads and Healthy Snacks segment, offers sales incentives and promotions to its customers and to consumers. These incentives primarily consist of 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 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.

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 has international operations in many foreign countries, including those in Central America, the Philippines and parts of Africa. Information about the company’s operations by geographic area can be found in Note 17 to the Consolidated Financial Statements. 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. The company agreed to pay a fine of $25 million, payable in five equal annual installments with interest. The company is now facing additional litigation and investigations relating to the Colombian payments, including six tort lawsuits alleging damages by several hundred plaintiffs claiming to be family members or legal heirs of individuals allegedly killed by the United Self-Defense Forces of Colombia (Autodefensas Unidas de Colombia or “AUC”), and six shareholder derivative lawsuits against certain of the company’s current

25

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 18 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.

See “Item 1A — Risk Factors” and “Item 3 – Legal Proceedings” in the Annual Report on Form 10-K and Note 18 to the Consolidated Financial Statements for a further description of legal proceedings and other risks.

*******

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: the customary risks experienced by global food companies, such as prices for commodity and other inputs, currency exchange rate fluctuations, industry and competitive conditions (all of which may be more unpredictable in light of uncertainty in the global economic environment), government regulations, food safety and product recalls affecting the company or the industry, labor relations, taxes, political instability and terrorism; unusual weather conditions and crop risks; access to and cost of financing; any negative operating or other impacts from the relocation of the company’s European headquarters to Switzerland; and the outcome of pending litigation and governmental investigations involving the company, and the legal fees and other costs incurred in connection with such items.

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.

26

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of income, shareholders’ equity and cash flow present fairly, in all material respects, the financial position of Chiquita Brands International, Inc. and its subsidiaries at December 31, 2008, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audit. 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audit of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Note 1 to the consolidated financial statements, the Company adopted the provisions of Financial Accounting Standards Board Interpretation No. 157, Fair Value Measurements, for financial assets and financial liabilities, on January 1, 2008.

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 (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) 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 (iii) 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.

/s/    PricewaterhouseCoopers LLP

Cincinnati, OH

February 27, 2009

27

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 the years then ended. 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 the years then ended, 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).”

/s/    Ernst & Young LLP

Cincinnati, Ohio

February 27, 2008,

except for the items restated for the company’s sale of 100% of the outstanding stock of Atlanta AG, as described in Note 3, and the modification of the company’s reportable business segments, as described in Note 17, as to which the date is

February 26, 2009

28

Chiquita Brands International, Inc.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)	2008			2007			2006
Net sales	$	3,609,371		$	3,464,703		$	3,265,794
Operating expenses:
Cost of sales		3,067,612			2,949,788			2,786,316
Selling, general and administrative		378,248			374,715			363,315
Depreciation		62,899			72,403			71,382
Amortization		9,824			9,823			9,730
Equity in (earnings) losses of investees		(10,321	)		441			(5,937	)
Relocation of European headquarters		6,931			—			—
Goodwill impairment		375,295			—			—
Restructuring		—			25,912			—
Charge for contingent liabilities		—			—			25,000
		3,890,488			3,433,082			3,249,806
Operating (loss) income		(281,117	)		31,621			15,988
Interest income		7,152			9,780			8,611
Interest expense		(75,832	)		(86,191	)		(84,947	)
Other income, net		22,708			—			6,320
Loss from continuing operations before income taxes		(327,089	)		(44,790	)		(54,028	)
Income tax benefit (expense)		1,900			(900	)		(2,100	)
Loss from continuing operations		(325,189	)		(45,690	)		(56,128	)
Income (loss) from discontinued operations, net of income taxes		1,464			(3,351	)		(39,392	)
Net loss	$	(323,725	)	$	(49,041	)	$	(95,520	)
Net (loss) income per common share – basic:
Continuing operations	$	(7.43	)	$	(1.14	)	$	(1.33	)
Discontinued operations		0.03			(0.08	)		(0.94	)
	$	(7.40	)	$	(1.22	)	$	(2.27	)
Net (loss) income per common share – diluted:
Continuing operations	$	(7.43	)	$	(1.14	)	$	(1.33	)
Discontinued operations		0.03			(0.08	)		(0.94	)
	$	(7.40	)	$	(1.22	)	$	(2.27	)
Dividends declared per common share	$	—		$	—		$	0.20

See Notes to Consolidated Financial Statements.

29

Chiquita Brands International, Inc.

CONSOLIDATED BALANCE SHEETS

	December 31,
(In thousands, except share amounts)	2008		2007
ASSETS
Current assets:
Cash and equivalents	$	77,267	$	61,264
Trade receivables, less allowances of $9,132 and $10,579, respectively		295,681		291,347
Other receivables, net		134,667		102,277
Inventories		214,198		206,383
Prepaid expenses		41,169		41,129
Other current assets		1,794		27,672
Current assets of discontinued operations		—		191,010
Total current assets		764,776		921,082
Property, plant and equipment, net		332,445		343,878
Investments and other assets, net		134,150		168,624
Trademarks		449,085		449,085
Goodwill		175,384		547,637
Other intangible assets, net		135,121		144,943
Non-current assets of discontinued operations		—		102,353
Total assets	$	1,990,961	$	2,677,602

See Notes to Consolidated Financial Statements.

30

Chiquita Brands International, Inc.

CONSOLIDATED BALANCE SHEETS (continued)

	December 31,
(In thousands, except share amounts)	2008			2007
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Notes and loans payable	$	—		$	718
Long-term debt of subsidiaries due within one year		10,495			4,459
Accounts payable		294,635			320,016
Accrued liabilities		138,887			145,287
Current liabilities of discontinued operations		—			152,636
Total current liabilities		444,017			623,116
Long-term debt of parent company		583,773			475,000
Long-term debt of subsidiaries		182,658			323,013
Accrued pension and other employee benefits		59,154			59,059
Deferred gain – sale of shipping fleet		78,410			93,575
Deferred tax liability		104,244			106,202
Other liabilities		91,028			91,127
Non-current liabilities of discontinued operations		—			11,037
Total liabilities		1,543,284			1,782,129
Commitments and contingencies
Shareholders’ equity:
Common stock, $.01 par value (44,407,103 and 42,740,328 shares outstanding, respectively)		444			427
Capital surplus		716,085			695,647
Retained earnings (accumulated deficit)		(218,791	)		104,934
Accumulated other comprehensive income of continuing operations		(50,061	)		45,285
Accumulated other comprehensive income of discontinued operations		—			49,180
Total shareholders’ equity		447,677			895,473
Total liabilities and shareholders’ equity	$	1,990,961		$	2,677,602

See Notes to Consolidated Financial Statements.

31

Chiquita Brands International, Inc.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands)	Common shares	Common stock		Capital surplus			(Accum. deficit) Retained earnings			AOCI of continuing operations			AOCI of discontinued operations			Total share- holders’ equity
DECEMBER 31, 2005	41,930	$	419	$	675,710		$	281,574		$	18,517		$	21,765		$	997,985
Net loss	—		—		—			(95,520	)		—			—			(95,520	)
Unrealized translation gain	—		—		—			—			1,140			12,252			13,392
Change in minimum pension liability	—		—		—			—			1,374			365			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	—		—		—			—			(2,728	)		(96	)		(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	)
DECEMBER 31, 2006	42,157		422		686,566			177,638			(23,187	)		34,286			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			(23,187	)		34,286			854,715
Net loss	—		—		—			(49,041	)		—			—			(49,041	)
Unrealized translation (loss) gain	—		—		—			—			(214	)		13,333			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	—		—		—			—			(437	)		1,561			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			45,285			49,180			895,473

See Notes to Consolidated Financial Statements.

32

Chiquita Brands International, Inc.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (continued)

(In thousands)	Common shares	Common stock		Capital surplus			(Accum. deficit) Retained earnings			AOCI of continuing operations			AOCI of discontinued operations			Total share- holders’ equity
DECEMBER 31, 2007	42,740	$	427	$	695,647		$	104,934		$	45,285		$	49,180		$	895,473
Net loss	—		—		—			(323,725	)		—			—			(323,725	)
Unrealized translation (loss) gain	—		—		—			—			(966	)		8,524			7,558
Change in fair value of cost investments	—		—		—			—			(3,316	)		—			(3,316	)
Change in fair value of derivatives	—		—		—			—			(69,974	)		—			(69,974	)
Gains reclassified from OCI into net income	—		—		—			—			(20,001	)		—			(20,001	)
Pension liability adjustment	—		—		—			—			(1,089	)		498			(591	)
Realization of gains into net income from OCI resulting from the sale of Atlanta AG	—		—		—			—			—			(58,202	)		(58,202	)
Comprehensive income																	(468,251	)
Exercises of stock options and warrants	1,220		12		12,400			—			—			—			12,412
Stock-based compensation	447		5		11,327			—			—			—			11,332
Shares withheld for taxes	—		—		(3,289	)		—			—			—			(3,289	)
DECEMBER 31, 2008	44,407	$	444	$	716,085		$	(218,791	)	$	(50,061	)	$	—		$	447,677

See Notes to Consolidated Financial Statements.

33

Chiquita Brands International, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOW

(In thousands)	2008			2007			2006
CASH PROVIDED (USED) BY:
OPERATIONS
Net income (loss)	$	(323,725	)	$	(49,041	)	$	(95,520	)
(Income) loss from discontinued operations		(1,464	)		3,351			39,392
Depreciation and amortization		72,723			82,226			81,112
Write-off of deferred financing fees		8,670			1,613			—
Gain on debt extinguishment, net		(14,114	)		—			—
Equity in (earnings) losses of investees		(10,321	)		441			(5,937	)
Amortization of the gain on sale of shipping fleet		(15,165	)		(8,444	)		—
Income tax benefits		(16,731	)		(13,744	)		(10,125	)
Stock-based compensation		11,332			10,804			10,381
Goodwill impairment		375,295			—			—
Charge for contingent liabilities		—			—			25,000
Asset write-downs in restructuring		—			11,737			—
Gain on sale of cost investment		—			—			(6,320	)
Changes in current assets and liabilities:
Trade receivables		(5,929	)		(5,911	)		12,135
Other receivables		(35,917	)		(26,087	)		(9,113	)
Inventories		(10,617	)		25,815			(737	)
Prepaid expenses and other current assets		(2,251	)		2,937			(10,384	)
Accounts payable and accrued liabilities		(31,177	)		29,253			(21,723	)
Other		7,110			(69	)		3,995
Cash flow from operations		7,719			64,881			12,156

See Notes to Consolidated Financial Statements.

34

Chiquita Brands International, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOW (continued)

(In thousands)	2008			2007			2006
INVESTING
Capital expenditures		(63,002	)		(62,529	)		(57,652	)
Acquisition of businesses		(3,171	)		(21,000	)		(6,464	)
Proceeds from sale of:
Atlanta AG, net of $13,743 cash included in the net assets of Atlanta AG on the date of sale		88,974			—			—
Shipping fleet		—			224,814			—
Chilean assets		2,863			10,016			—
Chiquita Brands South Pacific investment		—			—			9,172
Other long-term assets		4,212			6,639			5,692
Insurance proceeds		—			2,995			5,803
Other		(1,695	)		165			(507	)
Cash flow from investing		28,181			161,100			(43,956	)
FINANCING
Issuances of long-term debt		400,000			—			—
Repayments of long-term debt		(409,282	)		(173,855	)		(23,878	)
Fees and other issuance costs for long-term debt		(19,508	)		(254	)		(3,356	)
Borrowings of notes and loans payable		57,000			40,000			67,823
Repayments of notes and loans payable		(57,719	)		(84,198	)		(23,684	)
Proceeds from exercise of stock options/warrants		12,412			1,833			1,159
Dividends on common stock		—			—			(12,609	)
Cash flow from financing		(17,097	)		(216,474	)		5,455
Cash flow from continuing operations		18,803			9,507			(26,345	)
DISCONTINUED OPERATIONS
Operating cash flow, net		13,645			3,646			3,105
Investing cash flow, net		(513	)		(1,624	)		91
Financing cash flow, net		(2,772	)		(2,020	)		(956	)
Cash flow from discontinued operations		10,360			2			2,240
Increase (decrease) in cash and equivalents		29,163			9,509			(24,105	)
Less: intercompany change in cash and equivalents of discontinued operations		(13,160	)		(8,241	)		759
Increase (decrease) in cash and equivalents of continuing operations		16,003			1,268			(23,346	)
Cash and equivalents, beginning of period		61,264			59,996			83,342
Cash and equivalents, end of period	$	77,267		$	61,264		$	59,996

See Notes to Consolidated Financial Statements.

35

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 majority-owned 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. Prior periods have been restated for discontinued operations as discussed in Note 3.

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 are inherent in the preparation of the accompanying financial statements. Significant estimates are made in determining allowance for doubtful accounts, reviews of carrying values of long-lived assets, business combinations, goodwill and intangible asset valuations, pension and severance plans, income taxes, contingencies, and fair value assessments. 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. At December 31, 2008, the company had €11 million ($15 million) of cash equivalents in a compensating balance arrangement as it relates to an uncommitted credit line for bank guarantees used primarily for import licenses and duties in European Union countries.

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. 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.

OTHER RECEIVABLES

Other receivables less allowances reflect the net realizable value of the receivables, and approximate fair value. The largest component of other receivables is seasonal advances to growers for other produce, which are interest-bearing and short-term in nature. As of December 31, 2008 and 2007, the balance of the seasonal advances to growers for other produce was approximately $73 million and $38 million, respectively. These advances are repaid to the company as the other produce is harvested and sold. The company requires property liens and pledges of the season’s produce as collateral to support the advances. An allowance against the seasonal advances 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 other receivables previously reserved in the allowance are credited to income.

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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 non-controlling interests are accounted for by the equity method when Chiquita has the ability to exercise significant influence over the investees’ operations. Investments 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 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 the 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. The goodwill impairment charge recorded in 2008 (see below) was an impairment indicator for the property, plant and equipment at Fresh Express; however, testing resulted in no impairment of these assets. Also in 2008, the company recognized a $3 million impairment related to the closure of a ripening facility in the United Kingdom. In 2007, the company completed a review of the carrying values of its Greencastle, Pennsylvania, Carrolton, Georgia and Bradenton, Florida facilities and other assets in connection with its restructuring plan, which resulted in approximately $12 million of asset impairment charges in the fourth quarter of 2007.

GOODWILL AND INTANGIBLE ASSETS

Goodwill and 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 whether there is potential impairment and the amount of any impairment charge recorded. During the second half of 2008 and particularly in the fourth quarter, the salad business was impacted by slower category growth and higher product supply costs. The lower operating performance of the salad business in 2008, along with slower growth expectations, recent negative category volume trends and a decline in market values resulting from weakness in the general economy as well as the financial markets, led to a $375 million ($374 million after-tax) goodwill impairment charge in the fourth quarter of 2008.

The company reviews goodwill for impairment annually each fourth quarter or more frequently as circumstances indicate the possibility of impairment in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets.” This impairment

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indicator coincided with the company’s annual impairment testing in the fourth quarter.

The first step of the impairment review compares the fair value of the reporting unit to the carrying value. Consistent with prior impairment reviews, the company estimated the fair value of the reporting unit using a combination of a market approach based on multiples from recent comparable transactions and an income approach based on expected future cash flows discounted at 9.5%. The market approach and the income approach were weighted equally based on judgment of the comparability of the recent transactions and the risks inherent in estimating future cash flows in a difficult economic environment. Management considered recent economic trends in estimating the expected future cash flows of the reporting unit used in the income approach. Because the first step indicated potential impairment, the company calculated the implied value of goodwill by subtracting the fair value of the reporting unit’s assets and liabilities, including intangible assets, from the previously estimated fair value of the reporting unit. Impairment was measured as the difference between the implied value of goodwill and the carrying value.

The company tests the carrying amounts of its trademarks for impairment by calculating the fair value using a “relief-from-royalty” method. The relief-from-royalty method estimates the royalty expense that could be avoided in the operating business as a result of owning the respective trademark. The royalty savings are measured, tax-effected and, thereafter, converted to a present value with a discount rate that considers the risk associated with owning the trademarks. Reviews at September 30, 2008 and 2007 of the Chiquita and Fresh Express trademarks did not indicate impairment.

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 SFAS No. 142 and are amortized on a straight-line basis (which approximates the attrition method) over their estimated remaining lives. The weighted average remaining lives of the Fresh Express customer relationships and patented technology are 15 years and 12 years, respectively. The company evaluates intangible assets with a definite life when impairment indicators are noted. No impairment charges were recorded in 2008, 2007 or 2006.

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 generally occurs when the product is delivered to, and title to the product passes to, the customer.

SALES INCENTIVES

The company, primarily in its Salads and Healthy Snacks segment, offers sales incentives and promotions to its customers and to consumers. These incentives primarily consist of 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 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.

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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

On January 1, 2006, the company adopted SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS No. 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, “Accounting for Stock-Based Compensation,” 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 No. 123(R). With the adoption of SFAS No. 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.

Since 2004, the company’s share-based awards have primarily consisted of restricted stock units. These awards generally vest over 4 years. Prior to vesting, shares are not issued and grantees are not eligible to vote or receive dividends on the restricted stock units. 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.

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 with information obtained from 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.

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

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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. Provisions for and changes to these reserves, as well as the related net interest and penalties, are included in “Income tax expense (benefit)” in the Consolidated Statements 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, and 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 conversion of the 4.25% convertible senior notes and 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.

CURRENCY TRANSLATION ADJUSTMENT

Chiquita primarily utilizes the U.S. dollar as its functional currency, however, prior to the sale of Atlanta AG (see Note 3), the euro was the functional currency for Atlanta AG. The company’s operations in the Ivory Coast, which were sold in January 2009, also utilized the euro as the functional currency. Certain smaller subsidiaries also have functional currencies other than the U.S. dollar.

HEDGING

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 risks by purchasing derivatives, such as options, collars and forward contracts. When purchasing derivatives, the company identifies a “forecasted hedged transaction,” which is a specific future transaction (e.g. the purchase of fuel or exchange of currency in a specified future period) and designates the risk associated with the forecasted hedged transaction that the derivative will mitigate. The fair value of all derivatives is recognized in the Consolidated Balance Sheets, and gains and losses result from changes in fair value of the derivatives. These gains and losses are recognized in net income in the current period if a derivative does not qualify for, or is not designated for, hedge accounting.

Most of the company’s derivatives qualify for hedge accounting as cash flow hedges under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” The company formally documents all relationships between derivatives and the forecasted hedged transactions, including the company’s risk management objective and strategy for undertaking various hedge transactions. To the extent that a derivative is effective in offsetting the designated risk exposure of the forecasted hedged transaction, gains and losses are deferred in accumulated other comprehensive income (“OCI”) in the Consolidated

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Balance Sheets until the respective forecasted hedged transaction occurs, at which point, any gain or loss 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 forecasted hedged transactions occur. For the ineffective portion of the hedge, gains or losses are reflected in net income in the current period. Ineffectiveness is caused by an imperfect correlation of the change in fair value of the derivative and the risk that is hedged.

The earnings impact of the derivatives 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.

FAIR VALUE MEASUREMENTS

Effective January 1, 2008, the company partially adopted SFAS No. 157, “Fair Value Measurements,” which provides a framework for measuring fair value. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS No. 157 addresses the valuation techniques used to measure fair value, including the market approach, income approach and cost approach. The market approach uses prices or relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach involves converting future cash flows to a single present value. The measurement is valued based on current market expectations about those future cash flows. The cost approach is based on the amount that currently would be required to replace the service capacity of the asset. SFAS No. 157 prioritizes the inputs to valuation techniques used to measure fair value and gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The company measures the fair value of financial instruments, such as derivatives and a cost investment in accordance with of SFAS No. 157. In February 2008, the FASB issued FASB Staff Position (“FSP”) No. FAS 157-2, “Effective Date of FASB Statement No. 157,” which delayed the effective date of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities to fiscal years beginning after November 15, 2008. Accordingly, the company deferred adoption of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities. Fair value measurements where the provisions of SFAS No. 157 have not been applied include fair value assessments used in annual impairment tests of goodwill and trademarks, in other impairment tests of nonfinancial assets and in the valuation of assets held for sale. The partial adoption of SFAS No. 157 did not have a material impact on the company’s fair value measurements. See further information in Note 11.

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 balance sheet, 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. In 2008, the company refined its method of determining the appropriate discount rate for domestic pension plans to a yield curve from the previously-used rate on high quality, fixed income investments in the U.S., such as Moody’s Aa rated corporate bonds. The company determined that the yield curve was a preferable method of determining the discount rate because it uses the plans’ expected payouts combined with a larger population of high

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quality, fixed income investments in the U.S. that are appropriate for the expected timing of the plans’ payments. For foreign plans, the company uses a discount rate based on the 10-year U.S. Treasury rate adjusted to reflect higher inflation.

NEW ACCOUNTING PRONOUNCEMENTS

In May 2008, the FASB issued FSP No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (including partial cash settlement),” which will change the accounting treatment for convertible debt instruments that may be settled wholly or partly with cash, such as the company’s $200 million aggregate principle amount of 4.25% Convertible Notes due 2016 issued in February 2008. This FSP requires convertible debt to be accounted for as two elements: (i) a debt liability recorded at the fair value upon issuance of a similar straight-debt instrument without the conversion feature; and (ii) capital surplus (equity), recorded at the fair value of the conversion feature upon issuance. The debt is then to be accreted to its face value through interest expense. This FSP is effective retroactively for fiscal years beginning after December 15, 2008 and will be applied to both new and previously issued convertible debt instruments. The impact on the company from the retroactive adoption of FSP No. APB 14-1, using an estimated market rate of interest at the issuance date of 12.50%, will be to reduce “Long-term debt of parent company” and increase “Capital surplus” by approximately $85 million as of February 2008, to increase interest expense and debt thereafter in 2008 by approximately $5 million, and to increase interest expense and the accretion of the debt balance in future years, in increasing amounts, until the maturity of the Convertible Notes in 2016. The deferred income tax impact from adopting FSP No. ABP 14-1 is expected to be less than $1 million. In June 2008, the Emerging Issues Task Force issued EITF No. 07-5, “Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock.” This EITF provides additional guidance when determining whether an option or warrant on an entity’s own shares are eligible for the equity classification provided for in EITF No. 00-19. EITF No. 07-5 is effective for fiscal years beginning after December 15, 2008. See further description of the Convertible Notes in Note 9.

In December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosure about Postretirement Benefit Plan Assets.” FSP No. FAS 132(R)-1 expands disclosure about plan assets of a defined benefit pension or other postretirement plan. FSP No. FAS 132(R)-1 is effective for fiscal years ending after December 15, 2009. The company is currently assessing the impact of FSP No. FAS 132(R)-1 on its financial statements.

In November 2008, the Emerging Issues Task Force issued EITF No. 08-6, “Equity Method Investment Accounting Considerations,” which clarifies accounting for certain transactions and impairment considerations involving equity-method investments. EITF No. 08-6 is effective for fiscal years beginning on or after December 15, 2008. The company is currently assessing the impact of EITF No. 08-6 on its financial statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. SFAS No. 162 became effective in November 2008. The adoption of SFAS No. 162 was not material to the company’s consolidated financial statements.

In April 2008, the FASB issued FSP No. FAS 142-3, “Determination of the Useful Life of Intangible Assets.” This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Assets.” This FSP is effective for fiscal years beginning after December 15, 2008. As this guidance applies only to assets we may acquire in the future, we are not able to predict its impact, if any, on our Consolidated Financial Statements.

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In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133.” SFAS No. 161 amends and expands the disclosure requirements for derivative instruments and hedging activities and is effective for fiscal years beginning after November 15, 2008. For the company, SFAS No. 161 became effective January 1, 2009 and will result in additional disclosures in the notes to the company’s future Consolidated Financial Statements.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51.” SFAS No. 160 requires: (a) noncontrolling interests in subsidiaries to be separately presented within equity; (b) consolidated net income to be adjusted to include the net income attributable to a noncontrolling interest; (c) consolidated comprehensive income to be adjusted to include the comprehensive income attributed to a noncontrolling interest; (d) additional disclosures; and (e) a noncontrolling interest to continue to be attributed its share of losses even if that attribution results in a deficit noncontrolling interest balance. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008. The company is currently assessing the impact of SFAS No. 160 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 in 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 impact of SFAS No. 141(R) on the company’s Consolidated Financial Statements will depend on the number and size of acquisition transactions, if any, engaged in by the company.

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 did not elect to apply the provisions of SFAS No. 159.

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 did not have a material impact on the company’s fair value measurements. The company will defer application of SFAS No. 157 to nonfinancial assets and nonfinancial liabilities in accordance with FSP No. FAS 157-2, “Effective Date of FASB Statement No. 157,” which delayed the effective date of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities to fiscal years beginning after November 15, 2008. In October 2008, the FASB issued FSP No. FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active,” which clarifies the application of SFAS No. 157 in determining the fair value of assets and liabilities for which there is no active market or the principal market for such asset or liability is not active. FSP No. FAS 157-3 was effective upon issuance and did not have a material impact on the company’s fair value measurements, though its provisions were considered in measuring the fair value of “Level 3” financial instruments as disclosed in Note 11. The company is still assessing the impact of each of these fair value standards as they may relate to measurements of nonfinancial assets and nonfinancial liabilities. See further information in “Fair Value Measurements” above and in Note 11.

In September 2006, the FASB issued 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 had used to account for major maintenance, scheduled at five-year intervals, of its twelve previously-owned ships. Under this new standard, the company was

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required to defer expenses incurred for major maintenance activities and amortize them over the five-year maintenance interval. The company adopted this FSP on January 1, 2007, prior to the June 2007 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 subsequent period to reflect the period-specific effects of applying the new accounting principle until the ships were sold. These prior period adjustments were not material to the company’s Consolidated Statements of Income.

In June 2006, the FASB issued 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 Statements 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 Statements of Income.

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Note 2 — Earnings Per Share

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

(In thousands, except per share amounts)	2008			2007			2006
Loss from continuing operations	$	(325,189	)	$	(45,690	)	$	(56,128	)
Deemed dividend to minority shareholder in a subsidiary (1)		—			(2,653	)		—
Loss from continuing operations available to common shareholders		(325,189	)		(48,343	)		(56,128	)
Income (loss) from discontinued operations		1,464			(3,351	)		(39,392	)
Net loss	$	(323,725	)	$	(51,694	)	$	(95,520	)
Weighted average common shares outstanding (used to calculate basic EPS)		43,745			42,493			42,084
Stock options, warrants and other stock awards		—			—			—
Weighted average common shares outstanding (used to calculate diluted EPS)		43,745			42,493			42,084
Net loss per common share — basic:
Continuing operations	$	(7.43	)	$	(1.14	)	$	(1.33	)
Discontinued operations		0.03			(0.08	)		(0.94	)
	$	(7.40	)	$	(1.22	)	$	(2.27	)
Net loss per common share — diluted:
Continuing operations	$	(7.43	)	$	(1.14	)	$	(1.33	)
Discontinued operations		0.03			(0.08	)		(0.94	)
	$	(7.40	)	$	(1.22	)	$	(2.27	)

⁽¹⁾ Earnings available to common shareholders used to calculate earnings per share for the year ended December 31, 2007 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, other stock awards and 4.25% Convertible Senior Notes due 2016 (“Convertible Notes”) 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. In 2008, the effect of the conversion of the Convertible Notes would have been anti-dilutive because the average trading price of the common stock was below the initial conversion price of $22.45 per share. For 2008, 2007 and 2006, the shares used to calculate diluted EPS would have been 44.8 million, 43.4 million and 42.7 million, respectively, if the company had generated net income during each year.

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Note 3 — Acquisitions and Divestitures

SALE OF ATLANTA AG

In August 2008, the company sold 100% of the outstanding stock of its subsidiary, Atlanta AG (“Atlanta”), and certain related real property assets to UNIVEG Fruit & Vegetable for aggregate consideration of (i) €65 million in cash ($97 million), including working capital and net debt adjustments, and (ii) contingent consideration to be determined based on future performance criteria. Of the total consideration, €6 million ($8 million) is being held in escrow for up to 18 months to secure any potential obligations of the company under the agreement; this amount is included in “Investments and other assets, net” on the Consolidated Balance Sheet. The company recognized a net gain on the sale of Atlanta of less than $1 million, which is included in “Income (loss) from discontinued operations” in the Consolidated Statements of Income and a $2 million income tax benefit to continuing operations from the reversal of certain valuation allowances. The net cash proceeds from the transaction were primarily used to reduce debt as described in Note 9.

Concurrently, the parties entered into a long-term agreement under which Atlanta continues to serve as the company’s preferred supplier of banana ripening and distribution services in Germany, Austria and Denmark. In connection with this agreement and as part of the calculation of the net gain on the sale, the company recognized a $9 million deferred credit, which is being amortized to reduce cost of sales over the initial 5-year term of the ripening and distribution services agreement. Through the date of the sale, sales of Chiquita bananas and other produce into these markets through the Atlanta distribution system totaled $93 million, $151 million and $114 million for 2008, 2007 and 2006, respectively. The continuing cash flows are not considered to be significant in relation to the overall activities of Atlanta and, therefore, Atlanta is presented as discontinued operations in the Consolidated Financial Statements. For comparative purposes, prior periods have been restated.

Cash flows from discontinued operations include an increase in intercompany balances due to continuing operations of $2 million in 2008, compared to a decrease of $8 million in 2007 and an increase of $3 million in 2006. Prior to the sale, approximately three-fourths of the assets of discontinued operations were included in the Other Produce segment, with the remainder included in the Banana segment.

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Summarized operating results of discontinued operations are as follows (operating results for 2008 are reported through the date of the sale of Atlanta):

(In thousands)	2008			2007			2006
Net sales	$	914,747		$	1,198,082		$	1,233,290
Operating income (loss)		1,416			(494	)		(43,271	)
Income (loss) of discontinued operations before income taxes		2,664			(551	)		(43,592	)
Income tax benefit (expense)		(1,200	)		(2,800	)		4,200
Income (loss) from discontinued operations	$	1,464		$	(3,351	)	$	(39,392	)
Net sales from discontinued operations by segment:
Bananas	$	162,099		$	178,666		$	225,082
Other Produce		752,648			1,019,416			1,008,208
Operating income (loss) from discontinued operations by segment:
Bananas	$	550		$	2,862		$	(17,761	)
Other Produce		1,995			(4,365	)		(26,812	)
Corporate		(1,129	)		1,009			1,302

Summarized balance sheet data of discontinued operations is as follows:

(In thousands)	December 31, 2007
Trade receivables, net	$	158,201
Other current assets		32,809
Total current assets		191,010
Property, plant and equipment, net		91,245
Other assets		11,108
Total assets		293,363
Debt due within one year		9,489
Accounts payable and accrued liabilities		143,147
Total current liabilities		152,636
Debt, net of current portion		1,042
Other liabilities		9,995
Total liabilities		163,673
Accumulated other comprehensive income		49,180
Net assets	$	80,510

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ACQUISITION OF VERDELLI FARMS

In October 2007, Fresh Express acquired all of the outstanding capital stock of Verdelli Farms, Inc., a regional processor of value-added salads, vegetables and fruit snacks in the northeastern United States. The company believes the acquisition has benefited Fresh Express by expanding its presence in the northeast United States through its customer relationships, manufacturing capabilities and distribution logistics in this region. Beginning October 16, 2007, the company’s Consolidated Statements of Income include operations from Verdelli Farms which were not significant. The allocation of the purchase price for the Verdelli Farms acquisition was not significant to any account on the Consolidated Balance Sheets.

SALE-LEASEBACK 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 NYKLauritzenCool AB. The parties also entered a long-term strategic agreement in which the alliance serves as Chiquita’s preferred supplier in ocean shipping to and from Europe and North America.

As part of the transaction, Chiquita leased back eleven of the ships through 2014, with options for up to an additional five years, and one ship through 2010, 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 seven additional refrigerated cargo ships under multi-year time charters, which commenced in December 2007 and January 2008.

The ships sold consisted of eight specialized refrigerated ships and four refrigerated container ships, which collectively transported approximately 70% of Chiquita’s banana volume shipped to core markets in Europe and North America. The company realized a gain on the sale of the ships of approximately $102 million, which has been deferred and is being amortized to “Cost of sales” in the Consolidated Statements of Income over the initial leaseback periods at a rate of approximately $15 million per year. The company recognized approximately $15 million and $8 million of this gain in the years ended December 31, 2008 and 2007, respectively, as a reduction of cost of sales. In addition, the company also recognized $4 million of expenses in the second quarter of 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, and $120 million of debt under the prior CBL Facility (defined in Note 9). The company reinvested the remaining $12 million of net proceeds, which the company would have otherwise been obligated to use to repay amounts outstanding under the CBL Facility, into qualifying investments.

EXIT OF CHIQUITA CHILE

In the fourth quarter of 2007, the company sold three packing plants and other assets in Chile for approximately $10 million of cash proceeds, resulting in a $3 million net gain. In conjunction with the company’s 2007 exit activities in Chile, the company recorded approximately $7 million of inventory write-downs, severance and other costs and approximately $6 million of charges related to the exit of certain unprofitable farm leases. These costs were included in “Cost of sales” in the Consolidated Statement of Income. The company sold its remaining assets in Chile during the first quarter of 2008 for approximately $3 million of cash proceeds, resulting in a $1 million net gain. The company continues to source produce from independent growers in Chile.

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SALE OF 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, net” in the Consolidated Statements of Income.

Note 4 — Relocation and Restructuring

EUROPEAN HEADQUARTERS RELOCATION

During the fourth quarter of 2008, the company committed to the relocation of its European headquarters from Belgium to Switzerland, which the company believes will optimize its long-term tax structure. The relocation had been under review with Belgian employees since April 2008, including negotiation of a social plan in accordance with Belgian labor practices. The social plan was approved during the fourth quarter and defines the severance benefits for employees who were not eligible for relocation or elected not to relocate. Under the social plan, affected employees are required to continue providing service until specified termination dates in order to be eligible for one-time termination benefits. The relocation affects approximately 100 employees and is expected to conclude in 2009. The relocation does not affect employees in sales offices, ports and other field offices throughout Europe.

In connection with the relocation, the company expects to incur aggregate costs of $19-23 million, including approximately $11-13 million of one-time termination benefits and approximately $8-10 million of relocation, recruiting and other costs. Expense for one-time termination benefits is accrued over each individual’s required service period. Relocation and recruiting expenses will be expensed as incurred. The company recorded an accrual for the relocation as of December 31, 2008, primarily related to one-time termination benefits and lease terminations in accordance with SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” A reconciliation of the accrual included in “Accrued liabilities” is as follows:

(In thousands)	One-Time Termination Costs		Relocation, Recruiting and Other Costs			Total
December 31, 2007	$	—	$	—		$	—
Amounts expensed		3,884		3,047			6,931
Amounts paid		—		(2,125	)		(2,125	)
December 31, 2008	$	3,884	$	922		$	4,806

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 was designed to optimize the distribution network by closing distribution facilities in

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Greencastle, Pennsylvania; Carrollton, Georgia; and Bradenton, Florida. The restructuring plan also discontinued 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 restructuring plan was substantially complete at December 31, 2007. 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. These amounts represented substantially all of the restructuring-related costs, including all severance-related actions. The restructuring-related expense recorded in the first quarter of 2008 was less than $1 million and related to certain severance costs being recorded over the requisite service periods and final adjustments due to the sale of assets held for sale. At December 31, 2007, the company had an $11 million accrual for severance, included in “Accrued liabilities” in the Consolidated Balance Sheet which was paid in 2008.

Note 5 — Inventories

Inventories consist of the following:

	December 31,
(In thousands)	2008		2007
Bananas	$	44,910	$	38,749
Salads		4,264		8,103
Other fresh produce		2,632		1,743
Processed food products		20,705		16,402
Growing crops		83,554		86,429
Materials, supplies and other		58,133		54,957
	$	214,198	$	206,383

The carrying value of inventories valued by the LIFO method was approximately $88 million at December 31, 2008 and $87 million at December 31, 2007. At current costs, these inventories would have been approximately $40 million and $20 million higher than the LIFO values at December 31, 2008 and 2007, respectively.

Note 6 — Property, Plant and Equipment

Property, plant and equipment consist of the following:

	December 31,
(In thousands)	2008			2007
Land	$	39,853		$	39,982
Buildings and improvements		135,609			125,733
Machinery, equipment and other		327,562			292,327
Containers		15,863			17,991
Cultivations		55,641			60,500
		574,528			536,533
Accumulated depreciation		(242,083	)		(192,655	)
	$	332,445		$	343,878

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Note 7 — 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 through a group of companies (collectively, the “Chiquita-Unifrutti JV”) that source bananas and pineapples in the Philippines and market and distribute these products in Japan and other parts of Asia and the Middle East. The Chiquita-Unifrutti JV is 50%-owned by Chiquita. The company’s share of the income (loss) from equity method investments was $10 million, less than $(1) million and $6 million in 2008, 2007 and 2006, respectively, and its investment in these affiliates totaled $53 million and $43 million at December 31, 2008 and 2007, respectively.

The company’s share of undistributed earnings from its equity method investments totaled $42 million and $32 million at December 31, 2008 and 2007, respectively. The company’s carrying value of equity method investments was approximately $22 million and $25 million less than the company’s proportionate share of the investees’ underlying net assets at December 31, 2008 and 2007, respectively. The amount associated with the property, plant and equipment of the underlying investees was not significant.

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

(In thousands)	2008		2007			2006
Revenue	$	719,040	$	612,103		$	614,186
Gross profit		71,228		49,774			63,209
Net income (loss)		20,939		(3,375	)		11,242

	December 31,
(In thousands)	2008		2007
Current assets	$	93,427	$	85,308
Total assets		225,795		203,284
Current liabilities		56,416		56,284
Total liabilities		72,584		67,086

Revenue for 2007 and 2006 included in the summarized unaudited financial information presented above has been adjusted for intra-group sales that had not been previously eliminated. Because the adjustment affected sales and cost of sales of the equity method investees in the same amount, there was no impact to the amount reported as “Equity in earnings from investees” in either period or on any other line item or disclosure in the company’s consolidated financial statements.

Sales by Chiquita to equity method investees were approximately $30 million, $18 million and $16 million in 2008, 2007 and 2006, respectively. Purchases by the company from equity method investees were $14 million, $13 million and $15 million in 2008, 2007 and 2006, respectively.

Note 8 — Goodwill, Trademarks and Intangible Assets

GOODWILL

The company’s goodwill and intangible assets are primarily a result of the 2005 acquisition of Fresh Express. During the second half of 2008 and particularly in the fourth quarter, the salad business was

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impacted by slower category growth and higher product supply costs. The lower operating performance of the salad business in 2008, along with slower growth expectations, recent negative category volume trends and a decline in market values resulting from weakness in the general economy as well as the financial markets, led to a $375 million ($374 million after-tax) goodwill impairment charge in the fourth quarter of 2008. Goodwill is as follows:

(In thousands)
Goodwill at December 31, 2006	$	541,007
Acquisition of businesses		6,630
Goodwill at December 31, 2007		547,637
Impairment charge		(375,295	)
Resolution of income tax contingencies		(2,286	)
Acquisition of businesses		5,328
Goodwill at December 31, 2008	$	175,384

TRADEMARKS AND OTHER INTANGIBLE ASSETS

The company’s trademarks for Chiquita and Fresh Express are not amortizable (indefinite-lived). Other intangible assets are amortizable (definite-lived) intangible assets, such as customer relationships and patented technology. Trademarks and other intangible assets, net consist of the following at December 31, 2008 and 2007:

(In thousands)	2008			2007
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		(34,379	)		(24,557	)
Other intangible assets, net	$	135,121		$	144,943

Amortization expense of other intangible assets totaled $10 million in each of 2008, 2007 and 2006. The estimated amortization expense associated with other intangible assets is approximately $10 million in each of the next five years.

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Note 9 — Debt

Debt consists of the following:

	December 31,
(In thousands)	2008			2007
Parent Company:
7 1/2% Senior Notes due 2014	$	195,328		$	250,000
8 7/8% Senior Notes due 2015		188,445			225,000
4.25% Convertible Senior Notes due 2016		200,000			—
Long-term debt of parent company		583,773			475,000
Subsidiaries:
Notes and loans payable		—			718
Loans secured by substantially all U.S. assets, due in installments from 2008 to 2014:
Credit Facility Term Loan		192,500			—
Term Loan C		—			325,725
Other loans		653			1,747
Less current maturities		(10,495	)		(5,177	)
Long-term debt of subsidiaries		182,658			323,013
Total long-term debt	$	766,431		$	798,013

Debt maturities are as follows:

(In thousands)
2009	$	10,495
2010		17,640
2011		20,016
2012		20,002
2013		20,000
Later years		688,773

In September and October 2008, the company completed a program to repurchase its Senior Notes in the open market with $75 million of the net proceeds from the sale of Atlanta (see Note 3). At the conclusion of the program, the company had repurchased $55 million principal amount of 7 ¹/2% Senior Notes and $36 million principal amount of 8 ⁷/8 % Senior Notes at a discount, resulting in an extinguishment gain of approximately $14 million, net of deferred financing fee write-offs and transaction costs. These repurchased Senior Notes are being held by Chiquita Brands L.L.C. (“CBL”), the main operating subsidiary of the company. Although these repurchased Senior Notes were not retired, the company does not intend to resell any of them.

Total cash payments for interest were $88 million, $82 million and $85 million in 2008, 2007 and 2006, respectively.

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,

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2009, the company may redeem some or all of the 7 ¹/2% Senior Notes at a specified treasury make-whole rate. In 2008, the company repurchased $55 million principal amount of the 7 ¹/2% Senior Notes in the open market.

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. No such redemption occurred. In 2008, the company repurchased $36 million of the 8 ⁷/8% Senior Notes in the open market.

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 Credit Facility or prior CBL Facility.

4.25% CONVERTIBLE SENIOR NOTES

In February 2008, the company issued $200 million of Convertible Notes. The Convertible Notes provided approximately $194 million in net proceeds, which were used to repay a portion of Term Loan C (discussed below). Interest on the Convertible Notes is payable 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 and the 8 ⁷/8% Senior Notes.

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 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 into which the notes could otherwise be converted, as defined in the notes; or (v) if the company calls the Convertible Notes for redemption.

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 in a cash amount equal to the principal portion together with shares of the company’s common stock to the extent that the obligation

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exceeds such principal portion. Although the company initially reserved 11.8 million shares for issuance upon conversions of the Convertible Notes, the company’s current intent and policy is to settle any conversion of the Convertible Notes as if it had elected to make the net share settlement.

Subject to certain exceptions, if the company undergoes a “fundamental change,” as defined in the notes, each holder of Convertible Notes will have the option to require the company to repurchase all or a portion of such holder’s Convertible Notes. In the event of a fundamental change, the 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 ($29.18 based on the initial conversion price) for at least 20 of the 30 trading days preceding the redemption notice.

See Note 1 for a description of how the retroactive application of FASB Staff Position No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (including partial cash settlement),” will affect accounting for the Convertible Notes for fiscal years beginning after December 15, 2008.

CREDIT FACILITY

In March 2008, the company and CBL entered into a new credit facility with a syndicate of bank lenders for a six-year, $350 million senior secured credit facility (“Credit Facility”) that replaced the remaining portions of the prior CBL Facility (discussed below). The new Credit Facility consists of a $200 million senior secured term loan (the “Term Loan”) and a $150 million senior secured revolving credit facility (the “Revolver”). The Revolver may be increased to $200 million under certain conditions. The new Credit Facility contains financial maintenance covenants that provide greater flexibility than those in the previous CBL Facility. The Credit Facility contains 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 or consolidated leverage covenant.

The Term Loan matures on March 31, 2014, and bears interest, at the company’s option, at a rate per annum equal to either (i) the “Base Rate” plus 2.75% to 3.50%; or (ii) LIBOR plus 3.75% to 4.50% (in each case, based on the company’s consolidated adjusted leverage ratio). The “Base Rate” is the higher of the lender’s prime rate and the Federal Funds Effective Rate plus 0.50%. For the first six months, the Term Loan bore interest at LIBOR plus 4.25%. Based upon the leverage ratio, it reset to LIBOR plus 3.75% on October 1, 2008. At December 31, 2008, the interest rate was 5.95%. The Term Loan requires quarterly payments, amounting to 5% per year of the initial principal amount for the first two years and 10% per year of the initial principal amount for years three to six, with the remaining balance to be paid upon maturity. Borrowings under the Term Loan were used to extinguish the prior CBL Facility, including both Term Loan C (defined below) and the $47 million balance of the prior revolving credit facility, and to pay related fees and expenses; the company retained approximately $14 million of net proceeds.

The Revolver matures on March 31, 2014, and bears interest, at the company’s option, at a rate per annum equal to either (i) the “Base Rate” plus 2.00% to 2.75%; or (ii) LIBOR plus 3.00% to 3.75% (in each case, based on the company’s consolidated adjusted leverage ratio). Based on the company’s September 30, 2008 leverage ratio, the borrowing rate during the first quarter of 2009 will be either the Base Rate plus 2.00% or LIBOR plus 3.00%. The company is required to pay a fee on the daily unused portion of the Revolver of 0.50% per annum. Borrowings under the Revolver may be used for working capital and other general corporate purposes, including permitted acquisitions. The Revolver contains a

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$100 million sub-limit for letters of credit, subject to a $50 million sub-limit for non-U.S. currency letters of credit. At December 31, 2008, there were no borrowings under the Revolver, and approximately $21 million of credit availability was used to support issued letters of credit, leaving approximately $129 million of availability. In January 2009, the company borrowed $20 million under the Revolver for seasonal working capital needs.

The obligations under the Credit Facility are guaranteed by CBII, substantially all of CBL’s domestic subsidiaries and certain of its foreign subsidiaries. The obligations under the Credit Facility are secured by substantially all of the assets of CBL and its domestic subsidiaries, including trademarks, and pledges of 100% of the stock of substantially all of CBL’s domestic subsidiaries and at least 65% of the stock of certain of CBL’s foreign subsidiaries. CBII’s obligations under its guarantee are secured by a pledge of the stock of CBL.

The Credit Facility places customary limitations on the ability of CBL and its subsidiaries to incur additional debt, create liens, dispose of assets, carry out mergers and acquisitions and make investments and capital expenditures, as well as limitations on CBL’s ability to make loans, distributions or other transfers to CBII. However, payments to CBII are permitted: (i) whether or not any event of default exists or is continuing under the Credit Facility, for all routine operating expenses in connection with the CBII’s normal operations and to fund certain liabilities of CBII (including interest payments on the Senior Notes and Convertible Notes) and (ii) subject to no continuing event of default and compliance with the financial covenants, for other financial needs, including (A) payment of dividends and distributions to the company’s shareholders and (B) repurchases of the company’s common stock and warrants. The repurchases of Senior Notes in September and October 2008 did not affect the financial maintenance covenants of the Credit Facility because the repurchased Senior Notes are being held by CBL as a permitted investment under the terms of the Credit Facility. Although these repurchased Senior Notes were not retired, the company does not intend to resell any of them. Other than for normal overhead expenses and interest on the company’s Senior Notes and Convertible Notes, distributions to CBII were limited to approximately $80 million at December 31, 2008. The Credit Facility also requires that the net proceeds of significant asset sales (other than those related to Atlanta) be used within 180 days to prepay outstanding amounts, unless those proceeds are reinvested in the company’s business. At December 31, 2008, the company is in compliance with the financial covenants of the Credit Facility.

PRIOR CBL FACILITY

The Credit Facility replaced the remaining portions of a previous $650 million senior secured credit facility (the “CBL Facility”), which had been amended and restated in 2006. Upon the extinguishment of the CBL Facility, the remaining $9 million of related deferred financing fees were recognized through “Interest expense” in the Consolidated Statements of Income.

The CBL Facility included 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 under the Revolving Credit Facility. The company repaid $80 million of borrowings under the Revolving Credit Facility in the second quarter of 2007, mostly with proceeds from the sale of its ships (see Note 3). The company borrowed an additional $57 million under the Revolving Credit Facility in January and February 2008, which was repaid in March 2008, primarily with the proceeds from the new Term Loan.

The CBL Facility also included two seven-year term loans, one for $125 million (“Term Loan B”) and one for $375 million (“Term Loan C”), the proceeds of which had been used to finance a portion of the acquisition of Fresh Express. In 2005, the company made $100 million of principal prepayments on Term Loan B. In 2007, the company repaid the remaining $24 million of Term Loan B and $40 million of Term Loan C using proceeds from the sale of its ships (see Note 3). In February 2008, the company

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repaid $194 million of Term Loan C with the net proceeds of the Convertible Notes issuance, and in March 2008, the company repaid the remaining $132 million of Term Loan C with the proceeds from the Term Loan under the new Credit Facility. At December 31, 2007, the interest rate on Term Loan C was LIBOR plus 3.00%, or 7.875%.

OTHER DEBT

Other debt represents capital lease obligations and other short and long-term borrowings. Short term borrowings and borrowings under the Revolver, if any, are included in “Notes and loans payable” on the Consolidated Balance Sheets. Average interest rates for other debt were 9% and 5% at December 31, 2008 and 2007, respectively.

A subsidiary of the company has a €11 million uncommitted credit line for bank guarantees used primarily for import licenses and duties in European Union countries. At December 31, 2008, the company held €11 million ($15 million) of cash equivalents as a compensating minimum balance related to this uncommitted credit line for bank guarantees.

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 was used to repay an $80 million seven-year secured revolving credit facility held by Great White Fleet Ltd.

Note 10 — Hedging

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 derivatives, such as 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 bunker fuel 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.

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At December 31, 2008, 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	€	352 million	$	1.39 /	€	2009
Purchased Euro Put Options	€	165 million	$	1.39 /	€	2010
FUEL HEDGES
3.5% Rotterdam Barge:
Fuel Oil Forward Contracts		189,000 mt	$	347 /mt		2009
Fuel Oil Forward Contracts		186,000 mt	$	474 /mt		2010
Fuel Oil Forward Contracts		144,000 mt	$	455 /mt		2011
Singapore/New York Harbor:
Fuel Oil Forward Contracts		44,000 mt	$	379 /mt		2009
Fuel Oil Forward Contracts		48,000 mt	$	506 /mt		2010
Fuel Oil Forward Contracts		38,000 mt	$	476 /mt		2011

Foreign currency hedging costs charged to the Consolidated Statements of Income were $9 million, $19 million and $17 million in 2008, 2007 and 2006, respectively. These costs reduce any favorable impact of the exchange rate on U.S. dollar realizations of euro-denominated sales. At December 31, 2008, unrealized gains of $26 million on the company’s currency hedges were included in “Accumulated other comprehensive income of continuing operations,” $16 million of which is expected to be reclassified to net income during the next 12 months. Unrealized losses of $77 million on the fuel forward contracts were also included in “Accumulated other comprehensive income of continuing operations” at December 31, 2008, $24 million of which is expected to be reclassified to net income during the next 12 months. Excluding the effect of the company’s foreign currency option contracts, the net foreign exchange losses were $2 million in 2008 compared to net foreign exchange gains of $6 million and $3 million in 2007 and 2006, respectively.

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. 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 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. Gains or losses on the new instruments, as well as the losses incurred on the original set of options, were deferred in “Accumulated other comprehensive income of continuing operations” until the original forecasted hedged transactions occurred.

At December 31, 2008, the fair value of the foreign currency option and fuel oil forward contracts was a net liability of $32 million, of which $2 million is included in “Other current assets” and $34 million in “Other liabilities” in the Consolidated Balance Sheet. 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

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Consolidated Balance Sheet. 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 $1 million and $2 million in 2008 and 2007, respectively, and was not material in 2006.

Activity related to the company’s derivative assets and liabilities is as follows:

(In thousands)	Foreign Currency Option Contracts			Bunker Fuel Forward Contracts
Balance at December 31, 2007	$	6,986		$	49,877
Realized gains (losses) included in earnings, net		(9,179	)		20,900
Purchases1		16,850			—
Changes in fair value		32,582			(149,779	)
Balance at December 31, 2008	$	47,239		$	(79,002	)

¹ The fair value for bunker fuel forward contracts is zero at inception; no cash is paid/received until settlement.

Note 11 — Fair Value Measurements

The company adopted SFAS No. 157, “Fair Value Measurements,” on January 1, 2008. SFAS No. 157 establishes a singular definition of fair value and a framework for measuring fair value under U.S. GAAP, and expands disclosures about fair value measurements, but does not require any additional fair value measurements. SFAS No. 157 clarified that fair value is the price to hypothetically sell an asset or transfer a liability in an orderly manner in the principal market for that asset or liability. The SFAS No. 157 framework for measuring fair value uses a three-level hierarchy that prioritizes the use of observable inputs. The hierarchy level of a fair value measurement is determined entirely by the lowest level input that is significant to the measurement. The three levels are:

Level 1 – observable prices in active markets for identical assets and liabilities;

Level 2 – observable inputs other than quoted market prices in active markets for identical assets and liabilities, which include quoted prices for similar assets or liabilities in an active market and market-corroborated inputs; and

Level 3 – unobservable inputs.

At December 31, 2008, the company carried the following financial assets and liabilities at fair value:

				Fair Value Measurements Using
(In thousands)	Carrying Value and Fair Value Dec. 31, 2008			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Foreign currency option contracts	$	47,239		$	—	$	47,239	$	—
Bunker fuel forward contracts		(79,002	)		—		—		(79,002	)
Cost investment		3,199			3,199		—		—
	$	(28,564	)	$	3,199	$	47,239	$	(79,002	)

The company values fuel hedging positions by applying an observable discount rate to the current forward prices of identical hedge positions. The company values currency hedging positions by utilizing

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observable or market-corroborated inputs such as exchange rates, volatility and forward yield curves. The company trades only with counterparties that meet certain liquidity and creditworthiness standards. SFAS No. 157 requires the consideration of non-performance risk when valuing derivative instruments. The company includes an adjustment for non-performance risk in the recognized measure of fair value of derivative instruments. The adjustment reflects the full credit default spread (“CDS”) applied to a net exposure, by counterparty. The company uses its counterparty’s CDS for a net asset position, which is generally an observable input, and its own estimated CDS for a net liability position, which is an unobservable input. Therefore, when foreign currency option contracts or bunker fuel forward contracts are assets, they are generally a Level 2 measurement, and when they are liabilities, they are generally a Level 3 measurement. At December 31, 2008, the company’s adjustment for non-performance risk (relative to a measure based on unadjusted LIBOR), reduced the company’s derivative assets for foreign currency option contracts by approximately $1 million and reduced the derivative liabilities for bunker fuel forward contracts by approximately $8 million. See further discussion and tabular disclosure of hedging activity in Note 10.

The company did not elect to carry its debt at fair value under the provision of SFAS No. 159, “Fair Value Option for Financial Assets and Liabilities.” The carrying values and estimated fair values of the company’s debt are summarized below:

	December 31, 2008						December 31, 2007
(Assets (liabilities), in thousands)	Carrying value			Estimated fair value			Carrying value			Estimated fair value
Financial instruments not carried at fair value:
Parent company debt:
7 1/2% Senior Notes	$	(195,328	)	$	(133,000	)	$	(250,000	)	$	(222,000	)
8 7/8% Senior Notes		(188,445	)		(126,000	)		(225,000	)		(205,000	)
4.25% Convertible Senior Notes		(200,000	)		(154,000	)		—			—
Subsidiary debt:
Term Loan (Credit Facility)		(192,500	)		(150,000	)		—			—
Term Loan C (Prior CBL Facility)		—			—			(325,725	)		(325,000	)
Other		(653	)		(600	)		(1,747	)		(1,700	)
Financial instruments carried at fair value:
Foreign currency option contracts		47,239			47,239			6,970			6,970
Fuel oil forward contracts		(79,002	)		(79,002	)		49,877			49,877
Cost investment		3,199			3,199			6,515			6,515

The fair value of the company’s publicly-traded debt is based on quoted market prices. The term loans may be traded on the secondary loan market, and the fair values of the term loans are based on the last available trading price or trading prices of comparable debt. 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, 2008 and 2007, respectively. 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,

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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, nor is obliged to provide collateral when mark-to-market losses would place its contracts in a liability position.

Note 12 — Leases

Total rental expense consists of the following:

(In thousands)	2008			2007			2006
Gross rentals
Ships and containers	$	165,315		$	143,942		$	101,383
Other		47,776			41,855			38,527
		213,091			185,797			139,910
Sublease rentals		(9,362	)		(7,318	)		(5,938	)
	$	203,729		$	178,479		$	133,972

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 NYKLauritzenCool 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. No purchase options exist on ships under operating leases.

Future minimum rental payments required under operating leases having initial or remaining non-cancelable lease terms in excess of one year at December 31, 2008 are as follows:

(In thousands)	Ships and containers		Other		Total
2009	$	132,976	$	21,085	$	154,061
2010		100,188		18,143		118,331
2011		71,597		15,263		86,860
2012		63,895		7,413		71,308
2013		67,163		6,825		73,988
Later years		24,544		17,874		42,418

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

Note 13 — 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.

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Pension and severance expense consists of the following:

	Domestic Plans
(In thousands)	2008			2007			2006
Defined benefit and severance plans:
Service cost	$	347		$	483		$	401
Interest on projected benefit obligation		1,444			1,435			1,501
Expected return on plan assets		(1,898	)		(1,803	)		(1,730	)
Recognized actuarial loss		22			29			381
		(85	)		144			553
Defined contribution plans		9,133			9,622			9,385
Total pension and severance expense	$	9,048		$	9,766		$	9,938

	Foreign Plans
(In thousands)	2008			2007			2006
Defined benefit and severance plans:
Service cost	$	5,488		$	5,397		$	6,334
Interest on projected benefit obligation		3,354			3,522			3,596
Expected return on plan assets		(117	)		(125	)		(118	)
Recognized actuarial loss		627			642			192
Amortization of prior service cost		65			282			875
		9,417			9,718			10,879
Net settlement gain		—			(544	)		(905	)
		9,417			9,174			9,974
Defined contribution plans		467			424			409
Total pension and severance expense	$	9,884		$	9,598		$	10,383

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. Also in 2007, a net settlement gain of approximately $1 million was recorded due to severance payments made to employees terminated in Panama. In 2006, a net settlement gain of approximately $1 million was recorded for employee terminations, primarily as a result of significant flooding to the company’s farms in Panama and Honduras during 2005.

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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,						Foreign Plans Year Ended December 31,
(In thousands)	2008			2007			2008			2007
Fair value of plan assets at beginning of year	$	24,733		$	24,112		$	5,138		$	5,333
Actual return on plan assets		(6,675	)		1,224			160			(230	)
Employer contributions		274			1,449			7,299			10,484
Benefits paid		(2,170	)		(2,052	)		(7,457	)		(10,655	)
Foreign exchange		—			—			(86	)		206
Fair value of plan assets at end of year	$	16,162		$	24,733		$	5,054		$	5,138
Projected benefit obligation at beginning of year	$	25,306		$	27,444		$	47,073		$	46,226
Service and interest cost		1,791			1,918			8,842			8,919
Actuarial (gain) loss		(126	)		(2,004	)		(7,276	)		1,942
Benefits paid		(2,170	)		(2,052	)		(7,457	)		(10,655	)
Amendments		—			—			836			—
Foreign exchange		—			—			(267	)		641
Projected benefit obligation at end of year	$	24,801		$	25,306		$	41,751		$	47,073
Plan assets less than projected benefit obligation	$	(8,639	)	$	(573	)	$	(36,697	)	$	(41,935	)

The short-term portion of the unfunded status was approximately $7 million for foreign plans at December 31, 2008 and 2007, respectively. The full unfunded status of the domestic plans was classified as long-term. The combined foreign and domestic plans’ accumulated benefit obligation was approximately $60 million and approximately $64 million as of December 31, 2008 and 2007, 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 December 31,				Foreign Plans December 31,
	2008		2007		2008		2007
Discount rate	6.25	%	5.75	%	10.75	%	7.25	%
Rate of compensation increase	5.00	%	5.00	%	5.00	%	5.00	%

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The following weighted-average assumptions were used to determine the net periodic benefit cost for the company’s domestic pension plans and foreign pension and severance plans:

	Domestic Plans December 31,				Foreign Plans December 31,
	2008		2007		2008		2007
Discount rate	5.75	%	5.75	%	7.25	%	7.75	%
Rate of compensation increase	5.00	%	5.00	%	5.00	%	5.00	%
Long-term rate of return on plan assets	8.00	%	8.00	%	2.25	%	2.25	%

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 of continuing operations” in the Consolidated Balance Sheets are the following amounts that have not yet been recognized in net periodic pension cost:

	December 31,
(In thousands)	2008		2007
Unrecognized actuarial losses	$	9,025	$	8,432
Unrecognized prior service costs		1,416		645

The prior service costs and actuarial gains included in accumulated other comprehensive income and expected to be included in net periodic pension cost during the next twelve months are less than $1 million.

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 December 31,				Foreign Plans December 31,
	2008		2007		2008		2007
Asset category:
Equity securities	66	%	76	%	—		—
Fixed income securities	32	%	22	%	34	%	37	%
Cash and equivalents	2	%	2	%	66	%	63	%

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.

The company expects to contribute approximately $2 million to its domestic defined benefit pension plans and expects to contribute approximately $8 million to its foreign pension and severance plans in 2009.

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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
2009	$	2,064	$	8,611
2010		2,048		8,116
2011		2,041		7,648
2012		2,044		7,159
2013		2,023		6,717
2014-2018		9,652		29,033

Note 14 — Income Taxes

Income taxes consist of the following:

(In thousands)	U.S. Federal			U.S. State			Foreign			Total
2008:
Current tax expense (benefit)	$	(5	)	$	846		$	(3,065	)	$	(2,224	)
Deferred tax expense (benefit)		—			1,399			(1,075	)		324
	$	(5	)	$	2,245		$	(4,140	)	$	(1,900	)
2007:
Current tax expense (benefit)	$	(226	)	$	439		$	6,713		$	6,926
Deferred tax benefit		—			(643	)		(5,383	)		(6,026	)
	$	(226	)	$	(204	)	$	1,330		$	900
2006:
Current tax expense (benefit)	$	(2,548	)	$	(435	)	$	8,737		$	5,754
Deferred tax benefit		—			(1,661	)		(1,993	)		(3,654	)
	$	(2,548	)	$	(2,096	)	$	6,744		$	2,100

Income tax expense differs from income taxes computed at the U.S. federal statutory rate for the following reasons:

(In thousands)	2008			2007			2006
Income tax (benefit) computed at U.S. federal statutory rate	$	(114,145	)	$	(15,621	)	$	(20,268	)
State income taxes, net of federal benefit		1,538			(65	)		(848	)
Impact of foreign operations		(67,855	)		(2,907	)		(14,346	)
Change in valuation allowance		81,085			36,068			33,152
Non-deductible charge for contingent liability		—			—			8,750
Goodwill impairment		110,573			—			—
Tax contingencies		(13,183	)		(4,830	)		(6,252	)
Imputed interest		—			(12,230	)		2,020
Other		87			485			(108	)
Income tax expense (benefit)	$	(1,900	)	$	900		$	2,100

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Income taxes include benefits of $17 million, $14 million and $10 million for 2008, 2007 and 2006, respectively, primarily from the resolution of tax contingencies in various jurisdictions and the release of valuation allowance.

The components of deferred income taxes included on the balance sheet are as follows:

(In thousands)	December 31,
	2008			2007
Deferred tax benefits:
Net operating loss carryforwards	$	256,305		$	213,121
Other tax carryforwards		4,461			2,492
Employee benefits		22,299			33,373
Accrued expenses		12,145			13,051
Depreciation and amortization		15,557			16,666
Other		16,993			11,563
Total deferred tax benefits		327,760			290,266
Deferred tax liabilities:
Growing crops		(19,624	)		(20,715	)
Trademarks		(142,371	)		(170,305	)
Other		(1,435	)		(2,085	)
Total deferred tax liabilities		(163,430	)		(193,105	)
		164,330			97,161
Valuation allowance		(268,574	)		(203,363	)
Net deferred tax liability	$	(104,244	)	$	(106,202	)

U.S. net operating loss carryforwards (“NOLs”) were $427 million and $383 million as of December 31, 2008 and 2007, respectively. The U.S. NOLs existing at December 31, 2008 will expire between 2024 and 2029. Foreign NOLs were $312 million and $221 million at December 31, 2008 and 2007, respectively. $155 million of the foreign NOLs existing at December 31, 2008 will expire between 2009 and 2019. The remaining $157 million of NOLs existing at December 31, 2008 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 $65 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 $83 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 $18 million primarily due to foreign NOLs that expired in 2008.

Income before taxes attributable to foreign operations was $98 million, $34 million and $56 million in 2008, 2007 and 2006, respectively. Undistributed earnings of foreign subsidiaries, approximately $1.5 billion at December 31, 2008, have been permanently reinvested in foreign operating assets. Accordingly, no provision for U.S. federal and state income taxes has been recorded on these earnings.

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Cash payments for income taxes were $14 million, $11 million and $13 million in 2008, 2007 and 2006, respectively. No income tax expense is associated with any of the items included in other comprehensive income.

In July 2006, the FASB issued FIN 48, “Accounting for Uncertainty in Income Taxes,” which clarified the accounting for income taxes by prescribing the minimum recognition 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 Statements 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 tax benefit (expense)” in the Consolidated Statements of Income.

A summary of the activity for the company’s unrecognized tax benefits follows:

(In thousands)	2008			2007
Balance as of beginning of the year	$	37,320		$	40,127
Additions of tax positions of current year		—			438
Additions of tax positions of prior years		379			1,712
Settlements		(3,745	)		(2,718	)
Reductions due to lapse of the statute of limitations		(4,833	)		(5,167	)
Reduction from sale of subsidiary		(7,385	)		—
Foreign currency exchange change		994			2,928
Balance as of end of the year	$	22,730		$	37,320

At December 31, 2008 and 2007, the company had unrecognized tax benefits of approximately $20 million and $30 million, respectively, that, if recognized, will impact the company’s effective tax rate. Interest and penalties included in “Income tax benefit (expense)” were $2 million and $4 million in 2008 and 2007, respectively, and the cumulative interest and penalties included in the Consolidated Balance Sheets at December 31, 2008 and 2007 were $14 million and $20 million, respectively.

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 $6 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 $4 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.

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The following tax years remain subject to examinations by major tax jurisdictions:

	Tax Years
Tax Jurisdiction:
United States	2005 – current
Germany	1996 – current
Netherlands	2004 – current

Note 15 — Stock-Based Compensation

The company may issue up to an aggregate of 9.4 million shares of common stock as stock awards (including restricted stock units), stock options, performance awards and stock appreciation rights (“SARs”) under its stock incentive plan; at December 31, 2008, 1.9 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 compensation expense totaled $11 million, $11 million and $10 million for the years ended December 31, 2008, 2007 and 2006, respectively.

RESTRICTED STOCK UNITS

Since 2004, the company’s share-based awards have primarily consisted of restricted stock units. 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 stock units.

A summary of the activity and related information for the company’s restricted stock units follows:

	2008				2007				2006
(In thousands, except per share amounts)	Units		Weighted average grant date price		Units		Weighted average grant date price		Units		Weighted average grant date price
Unvested shares at beginning of year	1,742		$	16.48	1,281		$	17.49	654		$	23.84
Units granted	798			16.21	939			15.06	1,197			14.92
Units vested	(636	)		17.39	(321	)		16.63	(531	)		19.20
Units forfeited	(353	)		17.19	(157	)		14.74	(39	)		21.70
Unvested shares at end of year	1,551		$	15.77	1,742		$	16.48	1,281		$	17.49

Restricted stock unit compensation expense totaled $9 million, $10 million and $6 million for the years ended December 31, 2008, 2007 and 2006, respectively. At December 31, 2008, there was $17 million of total unrecognized pre-tax compensation cost related to unvested restricted stock unit 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. Starting with the three year period 2008-2010, one-half of the LTIP awards are based on the company’s achievement of cumulative earnings per primary share targets, and the other half will be based

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on the company’s achievement of total shareholder return relative to peer companies. For the 2008-2010 period, up to 0.5 million shares could be awarded depending on the company’s achievement of these metrics. For prior periods, LTIP awards were based upon cumulative earnings per share targets.

Awards based on cumulative earnings per primary share are expensed over the three-year performance period based on the estimated award amounts that that will ultimately be issued. For awards based on total shareholder return relative to peer companies, the company estimates the fair value of the award at inception using a Monte Carlo simulation, and expenses that fair value straight-line over the period. The company recognized $2 million of expense in 2008 for the 2008-2010 LTIP period. For the 2007-2009 and the 2006-2008 LTIP periods, the company has not recognized any compensation expense because the company does not or did not expect to achieve the minimum threshold to issue awards. The company will continue to evaluate its earnings per share performance for purposes of determining expense under these programs. No LTIP expense was recognized in 2007. The company recognized $3 million of expense in 2006 for the 2005 LTIP period, for which approximately 0.3 million shares were issued in 2007.

STOCK OPTIONS

Options for approximately 1 million shares were outstanding at December 31, 2008 under the stock incentive plan. These options generally vested 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, 2008. Expense for options granted under the stock incentive plan was $1 million for the years ended December 31, 2007 and 2006, respectively. At December 31, 2007, all outstanding stock options had been fully recognized as compensation expense.

A summary of the activity and related information for the company’s stock options follows:

	2008				2007				2006
(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	2,100		$	17.57	2,243		$	17.53	2,418		$	17.48
Options exercised	(734	)		16.90	(102	)		16.95	(70	)		16.48
Options forfeited or expired	(77	)		15.50	(41	)		16.95	(105	)		17.03
Under option at end of year	1,289		$	18.08	2,100		$	17.57	2,243		$	17.53
Options exercisable at end of year	1,289		$	18.08	2,016		$	17.34	2,048		$	17.10

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Options outstanding as of December 31, 2008 had a weighted average remaining contractual life of 4 years and had exercise prices ranging from $11.73 to $23.16. The following table provides further information on the range of exercise prices:

	Options Outstanding and Exercisable
(In thousands, except per share amounts)	Shares	Weighted average exercise price		Weighted average remaining life
Exercise price:
$11.73 - 15.05	163	$	13.49	4 years
$16.92 - 16.97	801		16.95	3 years
$23.16	325		23.16	5 years

Note 16 — 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. In 2008, 3.0 million warrants were exercised, resulting in the issuance of 0.5 million shares. At December 31, 2008, 10.3 million warrants to purchase common shares at $19.23 per share remain outstanding and expire on March 19, 2009, regardless of the price of the common stock on or before that date.

At December 31, 2008, shares of common stock were reserved for the following purposes:

Issuance upon conversion of the Convertible Notes (see Note 9)	11.8 million
Issuance upon exercise of stock options and other stock awards (see Note 15)	4.7 million
Issuance upon exercise of warrants	10.3 million

The company’s shareholders’ equity includes “Accumulated other comprehensive income of continuing operations” at December 31, 2008 comprised of unrealized losses on derivatives of $51 million, unrealized translation gains of $11 million, a decrease in the fair value of a cost investment of less than $1 million and unrecognized prior service costs and actuarial losses of $10 million. The balance of “Accumulated other comprehensive income of continuing operations” at December 31, 2007 included unrealized gains on derivatives of $39 million, unrealized translation gains of $12 million, an increase in the fair value of cost investments of $3 million and unrecognized prior service costs and actuarial losses of $9 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 9 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 17 — Segment Information

The company reports the following three business segments:

• Bananas: The Banana segment includes the sourcing (purchase and production), transportation, marketing and distribution of bananas.

• Salads and Healthy Snacks: The Salads and Healthy Snacks segment includes ready to eat, packaged salads, referred to in the industry as “value-added salads”; fresh vegetable and fruit ingredients used in foodservice; processed fruit ingredient products; and healthy snacking products, including the company’s fresh fruit smoothie product, Just Fruit in a Bottle, sold in Europe.

• Other Produce: The Other Produce segment includes the sourcing, marketing and distribution of whole fresh fruits and vegetables other than bananas.

Beginning in 2008, the company modified its reportable business segments to move Just Fruit in a Bottle to Salads and Healthy Snacks from Other Produce to realign with the company’s internal management reporting procedures. The company does not allocate 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 from continuing operations. Intercompany transactions between segments are eliminated. Segment information represents only continuing operations. See Note 3 for information related to discontinued operations.

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Financial information for each segment follows:

(In thousands)	Bananas			Salads and Healthy Snacks			Other Produce			Corporate			Restructuring			European Headquarters Relocation			Consolidated
2008
Net sales	$	2,060,319		$	1,304,904		$	244,148		$	—		$	—		$	—		$	3,609,371
Segment operating income (loss)1		181,113			(399,822	)		10,128			(65,605	)		—			(6,931	)		(281,117	)
Depreciation and amortization		27,762			44,938			23			—			—			—			72,723
Equity in earnings (losses) of investees2		7,583			—			2,738			—			—			—			10,321
Total assets3		865,542			716,056			118,399			290,964			—			—			1,990,961
Investment in equity affiliates2		37,748			—			15,436			—			—			—			53,184
Expenditures for long-lived assets		16,583			41,304			74			8,212			—			—			66,173
Net operating assets		431,579			482,439			93,957			139,361			—			—			1,147,336
2007
Net sales	$	1,833,195		$	1,277,218		$	354,290		$	—		$	—		$	—		$	3,464,703
Segment operating income (loss)		111,902			13,181			(5,331	)		(62,219	)		(25,912	)		—			31,621
Depreciation and amortization		30,937			49,956			1,301			32			—			—			82,226
Equity in earnings (losses) of investees2		(2,816	)		708			1,667			—			—			—			(441	)
Total assets3		868,782			1,125,529			115,754			274,174			—			—			2,384,239
Investment in equity affiliates2		30,164			—			13,109			—			—			—			43,273
Expenditures for long-lived assets		27,879			48,793			953			5,904			—			—			83,529
Net operating assets		466,736			851,638			69,647			119,688			—			—			1,507,709
2006
Net sales	$	1,708,784		$	1,209,255		$	347,755		$	—		$	—		$	—		$	3,265,794
Segment operating income (loss)4		80,733			23,429			2,581			(90,755	)		—			—			15,988
Depreciation and amortization		30,969			48,558			1,560			25			—			—			81,112
Equity in earnings (losses) of investees2		2,369			402			3,166			—			—			—			5,937
Total assets3		912,916			1,115,766			152,524			280,703			—			—			2,461,909
Investment in equity affiliates2		33,167			648			13,459			—			—			—			47,274
Expenditures for long-lived assets		28,334			32,794			903			2,085			—			—			64,116
Net operating assets		613,208			866,544			107,881			135,468			—			—			1,723,101

¹ Salads and Healthy Snacks segment includes a $375 million ($374 million after-tax) goodwill impairment charge in 2008.

² See Note 7 for further information related to investments in and income from equity method investments.

³ At December 31, 2008, 2007 and 2006, goodwill of $175 million, $548 million and $542 million, respectively, was included in the Salads and Healthy Snacks segment, primarily related to Fresh Express.

⁴ Corporate includes a $25 million charge in 2006 for a plea agreement related to the U.S. Department of Justice investigation of the company.

The reconciliation of Consolidated Statements of Cash Flow captions to expenditures for long-lived assets follows:

(In thousands)	2008		2007		2006
Per Consolidated Statements of Cash Flow:
Capital expenditures	$	63,002	$	62,529	$	57,652
Acquisition of businesses		3,171		21,000		6,464
Expenditures for long-lived assets	$	66,173	$	83,529	$	64,116

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The reconciliation of the Consolidated Balance Sheets total assets to net operating assets follows:

	December 31,
(In thousands)	2008		2007
Total assets	$	1,990,961	$	2,384,239
Less:
Cash		77,267		61,264
Accounts payable		294,635		320,016
Accrued liabilities		138,887		145,287
Accrued pension and other employee benefits		59,154		59,059
Deferred tax liability		104,244		106,202
Deferred gain – sale of shipping fleet		78,410		93,575
Other liabilities		91,028		91,127
Net operating assets	$	1,147,336	$	1,507,709

Financial information by geographic area is as follows:

(In thousands)	2008		2007		2006
Net sales:
United States	$	2,121,349	$	1,988,068	$	1,864,421
Italy		230,413		228,416		213,472
Germany		191,884		193,829		157,552
Other international		1,065,725		1,054,390		1,030,349
	$	3,609,371	$	3,464,703	$	3,265,794

	December 31,
(In thousands)	2008		2007
Long-lived assets:
United States	$	830,449	$	1,228,282
Central and South America		112,791		128,525
Other international		227,188		261,797
Shipping operations		55,757		35,563
	$	1,226,185	$	1,654,167

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 are a significant factor in the economies of the countries where Chiquita produces bananas and related products, and 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.

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Note 18 — Contingencies

The company had accruals in the Consolidated Balance Sheets of $15 million and $20 million at December 31, 2008 and 2007, respectively, related to the plea agreement with the U.S. Department of Justice described below. As of December 31, 2008, the company determined that losses from the other contingent liabilities described below are not probable, and therefore, no other amounts have been accrued.

COLOMBIA-RELATED MATTERS

DOJ Settlement. 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 U.S. District Court for the District of Columbia approved the plea agreement. The DOJ had earlier announced that it would not pursue charges against any current or former company executives. Pursuant to customary provisions in the plea agreement, the Court placed the company on corporate probation for five years, during which time the company 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 consolidated financial statements for the quarter and year ended December 31, 2006. The company paid the first two $5 million annual installments in September 2007 and 2008, respectively. Of the remaining $15 million liability at December 31, 2008, $5 million due within one year is included in “Accrued liabilities” and $10 million due thereafter is included in “Other liabilities” on the Consolidated Balance Sheet. Interest is payable with the final payment.

Tort Lawsuits. Between June 2007 and May 2008, five lawsuits were filed against the company in U.S. federal courts, including one each in the District of Columbia, the District of New Jersey and the Southern District of New York and two in the Southern District of Florida. These lawsuits assert civil tort claims under various laws, including the Alien Tort Statute, 28 U.S.C. § 1350, the Torture Victim Protection Act, 28 U.S.C. § 1350 note, and state laws. The plaintiffs in all five 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 900 alleged victims in the five suits; plaintiffs’ counsel have indicated that they intend to assert additional claims in the future. The District of Columbia, New Jersey and both Florida 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 for those 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 628 alleged victims in that suit. All five lawsuits have been centralized in the U.S. District Court for the Southern District of Florida for consolidated or coordinated pretrial proceedings. The company believes the plaintiffs’ claims are without merit and is defending itself vigorously.

In March 2008, an additional tort lawsuit was filed against the company in the U.S. District Court for the Southern District of Florida. The plaintiffs are American citizens who allege that they are the

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survivors of five American nationals kidnapped and killed by an armed group in Colombia during the 1990s. Similar to the five Alien Tort Statute lawsuits described above, the plaintiffs contend that the company should be held liable because its former Colombian subsidiary allegedly provided material support to the armed group. The plaintiffs in this case assert civil claims under the Antiterrorism Act, 18 U.S.C. § 2331, et seq., and state tort laws. The suit seeks unspecified compensatory damages, treble damages, attorneys’ fees and costs and punitive damages. The company believes the plaintiffs’ claims are without merit and is defending itself vigorously.

The company has filed motions to dismiss all of the above-described tort 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 were filed 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 were filed in state courts, one each in New Jersey and Ohio. 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 former auditor, Ernst & Young LLP. None of the actions seeks any monetary recovery from the company.

In 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. All four of the federal derivative lawsuits have been centralized in the Southern District of Florida, together with the tort lawsuits described above, for consolidated or coordinated pretrial proceedings.

In February 2008, the Ohio state court derivative lawsuit was stayed, pending progress of the federal derivative proceedings.

In April 2008, the remaining claims against Ernst & Young LLP in the New Jersey state court were also dismissed without prejudice. The plaintiff appealed only as to Ernst & Young LLP, and the appeal was dismissed. In February 2009, the plaintiff filed a petition seeking permission to appeal to the New Jersey Supreme Court.

In April 2008, the company’s Board of Directors established a Special Litigation Committee to investigate and analyze the allegations and claims asserted in the derivative lawsuits and to determine what action the company should take with respect to them, including whether it is in the best interests of the company and its shareholders to pursue these claims. The SLC retained independent legal counsel to assist with its investigation. After an investigation that included 70 interviews of 53 witnesses and the review of over 750,000 pages of documents, the SLC determined, in the exercise of its business judgment, that it is not in the best interests of the Company or its shareholders to continue legal action on any of the claims asserted against the current and former officers and directors. To this end, on February 25, 2009 the SLC filed with the United States District Court for the Southern District of Florida a report containing its factual findings and determinations and a motion to dismiss the consolidated federal derivative cases. The SLC is in the process of reviewing improvements to the company’s compliance program that have previously been made, in order to determine whether any further enhancements are necessary.

Colombia Investigation. The Colombian Attorney General’s Office is conducting an investigation into payments made by companies in the banana and other industries to paramilitary groups in Colombia. Included within the scope of the investigation are the payments that were the subject of the company’s March 2007 plea agreement with the DOJ, described above. The company believes that it has at all times complied with Colombian law.

Regardless of their outcomes, the company has paid, and will likely continue to incur significant legal and other fees to defend itself in the proceedings described herein under Colombia Related Matters and European Competition Law Investigations, which may have a significant impact on the company’s financial statements. The company maintains general liability insurance policies that should provide coverage for the types of costs involved in defending the tort lawsuits described above, but its primary insurers have to date not paid such costs. Several primary general liability insurers have disputed their obligation to do so in whole or in part. One primary insurer has not yet taken a position on this question, and one is insolvent. In September 2008, the company

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filed suit in the Common Pleas Court of Hamilton County, Ohio against three of the company’s primary general liability insurers seeking (i) a declaratory judgment with respect to the insurers’ obligation to reimburse the company for defense costs that it has incurred (and will incur) in connection with the defense of the tort claims described above; and (ii) an award of damages for the insurers’ breach of their contractual obligation to reimburse the company for such costs. On December 8, 2008, the three primary insurers sued by the company filed a third party claim against a fourth primary insurer of Chiquita. That insurer responded by filing a counterclaim against those three insurers, and a declaratory relief claim against the company. On December 10, 2008, the company filed a motion for partial summary judgment against the three insurers sued by the company, which seeks to establish immediately the obligation of those insurers to reimburse past and future defense expenses. There can be no assurance that any claims under the applicable policies will result in insurance recoveries.

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 €18.6 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. Chiquita Italia believes it has meritorious defenses against this claim. In addition, the company does not expect that any liability which would arise from this claim would significantly increases the company’s potential liability described above; any such liability would be offset to the extent of any amounts that might be owing upon final judgment 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. 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 €7.2 million, plus interest. In April 2008, the customs authorities appealed 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. A fourth case has been submitted to the court of first instance in Aosta, relating to a claim of €1.6 million plus interest. This Aosta case, along with the Trento and Alessandria cases, have been stayed pending the resolution of a case brought by Socoba in the court of first instance of Rome on the issue of whether the licenses used by Socoba should be regarded as genuine in the view of the apparent inability to distinguish between genuine and forged licenses. Chiquita believes it has meritorious defenses against these claims. No other civil proceedings have been filed in other

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jurisdictions, and counsel does not consider it likely that similar additional claims will be made, as these would be time-barred.

Under Italian law, the amounts due in respect of the Trento and Alessandria cases have become due and payable notwithstanding appeal. Chiquita Italia has reached an agreement with the Italian authorities to pay €7 million, including interest, in 36 monthly installments starting in March 2009. If Chiquita Italia ultimately prevails in its appeals, any amounts paid would be reimbursed with interest.

In early March 2008, Chiquita Italia was required to provide documents and information to the Italian fiscal police at its offices in Rome in connection with a criminal investigation into imports of bananas by Chiquita Italia during 2004-2005, and the payment of customs duties on these imports. The focus of the investigation appears to be on the importation process in which Chiquita International Limited sold bananas to various holders of so-called Type A import licenses, which in turn imported the bananas and resold them to Chiquita Italia or other Chiquita entities. The company believes that all of the transactions apparently under investigation were legitimate under both Italian and European Union (“EU”) law at all times, that these types of transactions were widely accepted by competent authorities across the EU and by the European Commission (“EC”), and that all of the underlying import transactions were entirely genuine. In the event that Italian prosecutors determine to pursue this matter, the legal representatives of Chiquita Italia during these years could be charged under applicable provisions of Italian law and Chiquita Italia could be determined to be civilly liable for damages, including applicable duties and penalties. Chiquita Italia is defending all of the transactions at issue vigorously.

EUROPEAN COMPETITION LAW INVESTIGATIONS

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 EC and other regulatory authorities of these matters.

In October 2008, the EC announced its final decision that, between 2000 and 2002, Chiquita and other competitors violated the EC Treaty’s ban on cartels and restrictive practices in eight EU member states by sharing certain information related to the setting of price quotes for bananas. Based on the company’s voluntary notification and the company’s continued cooperation in the investigation, the EC granted the company final immunity from fines related to this matter.

As part of the broad investigations triggered by the company’s voluntary notification, the EC is continuing to investigate certain alleged conduct in southern Europe. The company continues to cooperate with that investigation, which could continue through 2009, under the terms of the Commission’s previous grant of conditional immunity. Conditional immunity from fines that could otherwise be imposed as a result of the investigation was granted at the commencement of the 2005 investigation subject to certain conditions, including continuing cooperation and other requirements. However, if the EC were to determine that the company had not complied with the conditions for immunity, a matter which the EC will review as part of its investigation, 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.

OTHER

In November 2007, the company received a favorable decision from the court of second instance in Turin, Italy, for the refund of certain consumption taxes paid between 1980 and 1990. The company recognized other income of $9 million, or $6 million net of tax, when this refund was received in the second quarter of 2008. The company has a number of other similar claims pending in different Italian jurisdictions and any gains that may occur will be recognized as the related gain contingencies are

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resolved and cash is received. The November 2007 Turin ruling has no binding effect on the claims in other jurisdictions, which may take years to resolve.

Note 19 — 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. Amounts presented differ from previously filed Annual Reports on Form 10-K because of reclassifications for discontinued operations.

2008
(In thousands, except per share amounts)	March 31			June 30		Sept. 30			Dec. 31
Net sales	$	935,432		$	994,641	$	840,031		$	839,267
Cost of sales		779,623			808,693		734,851			744,445
Operating income (loss)1		56,837			72,378		(4,918	)		(405,414	)
Income (loss) from continuing operations		32,382			59,462		(5,933	)		(411,100	)
Income (loss) from discontinued operations, net of income tax		(708	)		2,619		371			(818	)
Net income (loss)		31,674			62,081		(5,562	)		(411,918	)
Net income (loss) per common share — basic:
Continuing operations	$	0.76		$	1.37	$	(0.13	)	$	(9.27	)
Discontinued operations		(0.02	)		0.06		0.00			(0.01	)
	$	0.74		$	1.43	$	(0.13	)	$	(9.28	)
Net income (loss) per common share — diluted:
Continuing operations	$	0.73		$	1.31	$	(0.13	)	$	(9.27	)
Discontinued operations		(0.01	)		0.06		0.00			(0.01	)
	$	0.72		$	1.37	$	(0.13	)	$	(9.28	)
Common stock market price:
High	$	23.34		$	25.77	$	17.40		$	15.64
Low		16.58			14.28		11.86			8.58

¹ The operating loss in the fourth quarter of 2008 includes a $375 million ($374 million after-tax) goodwill impairment charge in the Salads and Healthy Snacks segment.

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2007
(In thousands, except per share amounts)	March 31			June 30		Sept. 30			Dec. 31
Net sales	$	905,225		$	934,010	$	785,179		$	840,289
Cost of sales		781,257			787,544		676,262			704,725
Operating income (loss)2		17,972			30,784		(7,296	)		(9,839	)
Income (loss) from continuing operations		(2,661	)		5,361		(25,893	)		(22,497	)
Income (loss) from discontinued operations, net of income tax		(713	)		3,219		(2,340	)		(3,517	)
Net income (loss)		(3,374	)		8,580		(28,233	)		(26,014	)
Net income (loss) per common share — basic:
Continuing operations	$	(0.06	)	$	0.12	$	(0.61	)	$	(0.59	)
Discontinued operations		(0.02	)		0.08		(0.05	)		(0.08	)
	$	(0.08	)	$	0.20	$	(0.66	)	$	(0.67	)
Net income (loss) per common share — diluted:
Continuing operations	$	(0.06	)	$	0.12	$	(0.61	)	$	(0.59	)
Discontinued operations		(0.02	)		0.08		(0.05	)		(0.08	)
	$	(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

² 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 2007 restructuring program.

Per share results include the effect, if dilutive, of the assumed conversion of the Convertible Notes, options, warrants and other stock awards into common stock during the period presented. The effects of assumed conversions 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, 2008 and 2007, the shares used to calculate diluted EPS would have been 45.5 million and 44.1 million, respectively, if the company had generated net income. For the quarters ended September 30, 2008 and 2007, the shares used to calculate diluted EPS would have been 45.4 million and 43.2 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.

79

Chiquita Brands International, Inc.

SELECTED FINANCIAL DATA

	Year Ended December 31,
(In thousands, except per share amounts)	2008			2007			2006			2005		2004
FINANCIAL CONDITION
Working capital	$	320,759		$	259,592		$	223,058		$	279,643	$	302,308
Capital expenditures		63,002			62,529			57,652			40,539		37,563
Total assets		1,990,961			2,384,239			2,461,909			2,538,158		1,418,173
Capitalization:
Short-term debt		10,495			5,177			67,013			21,013		22,935
Long-term debt		766,431			798,013			950,268			965,899		315,266
Shareholders’ equity		447,677			846,293			841,439			976,219		801,072
OPERATIONS
Net sales	$	3,609,371		$	3,464,703		$	3,265,794		$	2,666,225	$	1,942,558
Operating (loss) income1		(281,117	)		31,621			15,988			171,200		104,434
(Loss) income from continuing operations		(325,189	)		(45,690	)		(56,128	)		116,168		50,994
Income (loss) from discontinued operations, net of income tax		1,464			(3,351	)		(39,392	)		15,272		4,408
Net (loss) income		(323,725	)		(49,041	)		(95,520	)		131,440		55,402
SHARE DATA
Shares used to calculate net income (loss) per common share – diluted		43,745			42,493			42,084			45,071		41,741
Net income (loss) per common share—diluted:
Continuing operations	$	(7.43	)	$	(1.14	)	$	(1.33	)	$	2.58	$	1.22
Discontinued operations		0.03			(0.08	)		(0.94	)		0.34		0.11
	$	(7.40	)	$	(1.22	)	$	(2.27	)	$	2.92	$	1.33
Dividends declared per common share	$	—		$	—		$	0.20		$	0.40	$	0.10
Market price per common share:
High		25.77			20.99			20.34			30.73		24.33
Low		8.58			12.50			12.64			19.65		15.70
End of period		14.78			18.39			15.97			20.01		22.21

¹ The operating loss in the fourth quarter of 2008 includes a $375 million ($374 million after-tax) goodwill impairment charge in the Salads and Healthy Snacks segment.

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 2008, 2007 and 2006.

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, as discussed in Note 2 to the Consolidated Financial Statements.

80

EX-21

EXHIBIT 21

CHIQUITA BRANDS INTERNATIONAL, INC.

SUBSIDIARIES

As of February 17, 2009, 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	%
Fresh International Corp.	Delaware	100	%
Fresh Express Incorporated	Delaware	100	%
Chiquita Fresh North America L.L.C.	Delaware	100	%
CB Containers, Inc.	Delaware	100	%
Fresh Holding C.V.(1)	Netherlands	100	%
Chiquita Banana Company B.V.	Netherlands	100	%
Chiquita Frupac B.V.	Netherlands	100	%
Chiquita Fresh B.V.B.A(2)	Belgium	100	%
Chiquita Italia, S.p.A.	Italy	100	%
Chiquita UK Limited	United Kingdom	100	%
Hameico Fruit Trade GmbH(3)	Germany	80	%
Chiquita Deutschland GmbH	Germany	100	%
Chiquita Tropical Fruit Company B.V.	Netherlands	100	%
Bocas Fruit Co. L.L.C.	Delaware	100	%
Brundicorpi S.A.	Ecuador	100	%
Chiquita Brands International Sárl	Switzerland	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	%
Chiriqui Land Company	Delaware	100	%

⁽¹⁾ Chiquita Brands L.L.C. (“CBL”) owns 99% of Fresh Holding C.V.; Chiquita Fresh North America L.L.C. owns the remaining 1%.

⁽²⁾ Chiquita Frupac B.V. owns 99% of Chiquita Fresh B.V.B.A.; Chiquita Banana Company B.V. owns the remaining 1%.

⁽³⁾ Chiquita Banana Company B.V. owns an 80% interest in Hameico Fruit Trade GmbH. Another wholly-owned subsidiary of CBL owns the remaining 20% interest in Hameico Fruit Trade GmbH.

The names of approximately 110 subsidiaries have been omitted. In the aggregate these subsidiaries, after excluding approximately 70 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-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Forms S-8 (File Nos. 333-135522, 333-115675, 333-115673, 333-115671, and 333-88514) of Chiquita Brands International, Inc. of our reports dated February 27, 2009 relating to the consolidated financial statements, the effectiveness of internal control over financial reporting, and financial statement schedules which appear in this Form 10-K.

/s/ PricewaterhouseCoopers

Cincinnati, Ohio

February 27, 2009

EX-23.2

EXHIBIT 23.2

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 report dated February 27, 2008 (except for the items restated for the company’s sale of 100% of the outstanding stock of Atlanta AG, as described in Note 3, and the modification of the company’s reportable business segments as described in Note 17, as to which the date is February 26, 2009) with respect to the consolidated financial statements of the company as of December 31, 2007 and 2006 and for the years then ended, included in the 2008 Annual Report to Shareholders of Chiquita Brands International, Inc.

Our audits also included the financial statement schedules of Chiquita Brands International, Inc. as of December 31, 2007 and 2006 and for the years then ended, 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 report dated February 27, 2008 (except for the items restated for the company’s sale of 100% of the outstanding stock of Atlanta AG, as described in Note 3, and the modification of the company’s reportable business segments, as described in Note 17, as to which the date is February 26, 2009) with respect to the consolidated financial statements of the company as of December 31, 2007 and 2006 and for the years then ended, included in the 2008 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/ Ernst & Young LLP

Cincinnati, Ohio

February 26, 2009

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 D. Donnan 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, 2008 (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	February 19, 2009
Fernando Aguirre	Chief Executive Officer
/s/ Howard W. Barker, Jr.	Director	February 24, 2009
Howard W. Barker, Jr.
/s/ William H. Camp	Director	February 23, 2009
William H. Camp
/s/ Robert W. Fisher	Director	February 23, 2009
Robert W. Fisher

/s/ Dr. Clare M. Hasler	Director	February 20, 2009
Dr. Clare M. Hasler
/s/ Durk I. Jager	Director	February 20, 2009
Durk I. Jager
/s/ Jaime Serra	Director	February 20, 2009
Jaime Serra
/s/ Steven P. Stanbrook	Director	February 25, 2009
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 27, 2009	/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 27, 2009	/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, 2008 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 27, 2009
	/s/ Fernando Aguirre
	Name:	Fernando Aguirre
	Title:	Chief Executive Officer
Dated: February 27, 2009
	/s/ Jeffrey M. Zalla
	Name:	Jeffrey M. Zalla
	Title:	Chief Financial Officer