item 14 exhibits financial statement schedules reports form 8k 1 financial statements following consolidated financial statements company report independent auditors included companys 1993 annual report shareholders incorporated reference part ii item 8 page annual report independent auditors 7 consolidated statement income years ended december 31 1993 1992 1991 11 consolidated balance sheet december 31 1993 1992 12 consolidated statement shareholders equity years ended december 31 1993 1992 1991 13 consolidated statement cash flow years ended december 31 1993 1992 1991 14 notes consolidated financial statements 15 2 financial statement schedules following consolidated financial statement schedules company exclude amounts relating discontinued operations included annual report form 10k page form 10k ii amounts receivable related parties underwriters promoters employees related parties v property plant equipment 18 vi accumulated depreciation property plant equipment viii allowance doubtful accounts receivable 20 ix shortterm borrowings 21 x supplementary income statement information 22 schedules required related instructions inapplicable therefore omitted 3 exhibits see index exhibits page 23 listing exhibits filed annual report form 10k b reports form 8k filed company quarter ended december 31 1993 signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized march 30 1994 chiquita brands international inc carl h lindner carl h lindner chairman board chief executive officer pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities indicated march 30 1994 carl h lindner chairman board carl h lindner chief executive officer keith e lindner director president keith e lindner chief operating officer craig lindner director craig lindner hugh f culverhouse director hugh f culverhouse fred j runk director vice president fred j runk jean h sisco director jean h sisco ronald f walker director ronald f walker steven g warshaw executive vice president chief administrative steven g warshaw officer chief financial officer william tsacalis vice president controller william tsacalis chief accounting officer william tsacalis attorneyinfact authority powers attorney filed annual report form 10k page left blank intentionally chiquita brands international inc subsidiary companies schedule ix shortterm borrowings thousands shortterm borrowings include borrowings currencies us dollar carrying interest rates generally higher interest rates us dollar debt average outstanding borrowings year determined based amounts outstanding end month year weighted average interest rate year computed dividing actual interest expense shortterm borrowings year average shortterm borrowings year chiquita brands international inc subsidiary companies schedule x supplementary income statement information thousands chiquita brands international inc index exhibits exhibit number description 3a companys certificate incorporation 3b companys bylaws filed exhibit 3b annual report form 10k year ended december 31 1992 4 registrant outstanding debt issues exceeding 10 assets registrant consolidated subsidiaries registrant furnish securities exchange commission upon request copies agreements instruments defining rights security holders debt issues exceeding 10 assets registrant consolidated subsidiaries 10a lease lands operating contract united brands company chiriqui land company compania procesadora de frutas republic panama dated january 8 1976 effective january 1 1976 10b agreement dated april 22 1976 effective january 1 1976 tela railroad company government honduras executive compensation plans 10c 1986 stock option incentive plan filed exhibit definitive proxy statement connection companys 1992 annual meeting shareholders 10d individual stock option plan agreement filed exhibit 4 registration statement form s8 33 25950 dated december 7 1988 10e deferred compensation plan filed exhibit 10e annual report form 10k year ended december 31 1992 11 computation earnings per common share 12 computation ratios earnings fixed charges earnings combined fixed charges preferred stock dividends 13 chiquita brands international inc 1993 annual report shareholders pages 6 23 inside back cover 21 subsidiaries registrant 23 consent independent auditors 24 powers attorney 99 annual reports form 11k chiquita savings investment plan john morrell co salaried employees incentive savings plan 1993 filed amendment june 29 1994 incorporated referenceitem 14 exhibits financial statement schedules reports form 8k 1 financial statements following consolidated financial statements company report independent auditors included companys 1994 annual report shareholders incorporated reference part ii item 8 page annual report independent auditors 5 consolidated statement income 1994 1993 1992 10 consolidated balance sheet december 31 1994 1993 11 consolidated statement shareholders equity 1994 1993 1992 12 consolidated statement cash flow 1994 1993 1992 13 notes consolidated financial statements 14 2 financial statement schedule financial statement schedule ii allowance doubtful accounts receivable included page 16 annual report form 10k schedules required related instructions inapplicable therefore omitted 3 exhibits see index exhibits page 17 listing exhibits filed annual report form 10k b following reports form 8k filed quarter ended decemer 31 1994 october 10 1994 report unusual charges non recurring losses expected quarter ended september 30 1994 october 17 1994 report us governments agreement initiate formal investigation eu banana import policy section 301 us trade act 1974 page left blank intentionally signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized march 30 1995 chiquita brands international inc carl h lindner carl h lindner chairman board chief executive officer pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities indicated march 30 1995 carl h lindner chairman board carl h lindner chief executive officer keith e lindner director president keith e lindner chief operating officer craig lindner director craig lindner fred j runk director vice president fred j runk jean h sisco director jean h sisco william w verity director william w verity soliver w waddell director oliver w waddell ronald f walker director ronald f walker steven g warshaw executive vice president chief administrative steven g warshaw officer chief financial officer william tsacalis vice president controller william tsacalis chief accounting officer william tsacalis attorneyinfact authority powers attorney filed annual report form 10k chiquita brands international inc subsidiary companies schedule ii allowance doubtful accounts receivable thousands chiquita brands international inc index exhibits exhibit number description 3a second restated certificate incorporation filed exhibit 3a quarterly report form 10q quarter ended june 30 1994 3b bylaws filed exhibit 3b annual report form 10k year ended december 31 1992 4 registrant outstanding debt issues exceeding 10 assets registrant consolidated subsidiaries registrant furnish securities exchange commission upon request copies agreements instruments defining rights security holders debt issues exceeding 10 assets registrant consolidated subsidiaries 10a lease lands operating contract united brands company chiriqui land company compania procesadora de frutas republic panama dated january 8 1976 effective january 1 1976 filed exhibit 10a annual report form 10k year ended december 31 1993 10b agreement dated april 22 1976 effective january 1 1976 tela railroad company government honduras filed exhibit 10b annual report form 10k year ended december 31 1993 executive compensation plans 10c 1986 stock option incentive plan amended filed exhibit 10c quarterly report form 10q quarter ended june 30 1994 10d individual stock option plan agreement filed exhibit 4 registration statement form s8 33 25950 dated december 7 1988 10e deferred compensation plan filed exhibit 10e annual report form 10k year ended december 31 1992 11 computation earnings per common share 13 chiquita brands international inc 1994 annual report shareholders pages 5 23 inside back cover 21 subsidiaries registrant 23 consent independent auditors 24 powers attorney 27 financial data schedule 99 annual reports form 11k chiquita savings investment plan john morrell co salaried employees incentive savings plan 1994 filed amendment june 29 1995 incorporated referenceitem 14 exhibits financial statement schedules reports form 8k 1 financial statements following consolidated financial statements company report independent auditors included companys 1995 annual report shareholders incorporated reference part ii item 8 2 financial statement schedule financial statement schedule ii allowance doubtful accounts receivable included page 14 annual report form 10k schedules required related instructions inapplicable therefore omitted 3 exhibits see index exhibits page 15 listing exhibits filed annual report form 10k b following report form 8k filed quarter ended december 31 1995 december 20 1995 report companys sale meat division smithfield foods inc provide required unaudited pro forma condensed consolidated financial statements excluding meat division page left blank intentionally signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized march 25 1996 chiquita brands international inc carl h lindner carl h lindner chairman board chief executive officer pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities indicated march 25 1996 carl h lindner chairman board carl h lindner chief executive officer keith e lindner director president chief keith e lindner operating officer fred j runk director fred j runk jean h sisco director jean h sisco william w verity director william w verity oliver w waddell director oliver w waddell ronald f walker director ronald f walker steven g warshaw executive vice president steven g warshaw chief administrative officer chief financial officer william tsacalis vice president controller william tsacalis chief accounting officer william tsacalis attorneyinfact authority powers attorney filed annual report form 10k chiquita brands international inc index exhibits exhibit number description 3a second restated certificate incorporation filed exhibit 3a quarterly report form 10q quarter ended june 30 1994 3b bylaws filed exhibit 3b annual report form 10k year ended december 31 1992 4 registrant outstanding debt issues exceeding 10 assets registrant consolidated subsidiaries registrant furnish securities exchange commission upon request copies agreements instruments defining rights security holders debt issues exceeding 10 assets registrant consolidated subsidiaries 10a lease lands operating contract united brands company chiriqui land company compania procesadora de frutas republic panama dated january 8 1976 effective january 1 1976 filed exhibit 10a annual report form 10k year ended december 31 1993 10b agreement dated january 11 1996 effective january 1 1996 tela railroad company honduran national railroad 10c stock purchase agreement dated december 20 1995 smithfield foods inc smithfield company filed exhibit 71 schedule 13d dated december 20 1995 filed company certain persons respect smithfield common stock executive compensation plans 10d 1986 stock option incentive plan amended 10e individual stock option plan agreement filed exhibit 4 registration statement form s8 3325950 dated december 7 1988 10f amended restated deferred compensation plan 11 computation earnings per common share 12 computation ratios earnings fixed charges earnings combined fixed charges preferred stock dividends 13 chiquita brands international inc 1995 annual report shareholders pages 5 22 page 24 21 subsidiaries registrant 23 consent independent auditors 24 powers attorney 27 financial data schedule 99 annual report form 11k chiquita savings investment plan 1995 filed amendment june 28 1996 incorporated referenceitem 14 exhibits financial statement schedules reports form 8k 1financial statements following consolidated financial statements company report independent auditors included companys 1996 annual report shareholders incorporated reference part ii item 8 page annual report independent auditors 25 consolidated statement income 1996 1995 1994 31 consolidated balance sheet december 31 1996 1995 32 consolidated statement shareholders equity 1996 1995 1994 33 consolidated statement cash flow 1996 1995 1994 34 notes consolidated financial statements 35 2 financial statement schedule financial statement schedule ii allowance doubtful accounts receivable included page 16 annual report form 10k schedules required related instructions inapplicable 3 exhibits see index exhibits page 18 listing exhibits filed annual report form 10k b reports form 8k filed company quarter ended december 31 1996 signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized march 28 1997 chiquita brands international inc carl h lindner carl h lindner chairman board chief executive officer pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities indicated march 28 1997 carl h lindner chairman board carl h lindner chief executive officer keith e lindner vice chairman board keith e lindner steven g warshaw director president steven g warshaw chief operating officer chief financial officer fred j runk director fred j runk jean h sisco director jean h sisco william w verity director william w verity oliver w waddell director oliver w waddell ronald f walker director ronald f walker william tsacalis vice president controller william tsacalis chief accounting officer william tsacalis attorneyinfact authority powers attorney filed annual report form 10k page left blank intentionally chiquita brands international inc index exhibits exhibit number description 3a second restated certificate incorporation filed exhibit 3a quarterly report form 10q quarter ended june 30 1994 amended certificate amendment establishing terms series b preferred stock filed exhibit 3a quarterly report form 10q quarter ended june 30 1996 3b bylaws filed exhibit 3b annual report form 10k year ended december 31 1992 4 indenture dated february 15 1994 company fifth third bank trustee respect senior debt securities company 9 18 senior notes due 2004 company 10 14 senior notes due 2006 issued incorporated reference exhibit 4c registration statement 33300789 supplemented first supplemental indenture dated june 15 1994 incorporated reference exhibit 6a99c quarterly report form 10q quarter ended june 30 1994 second supplemental indenture dated july 15 1996 incorporated reference exhibit 4 quarterly report form 10q quarter ended june 30 1996 supplemented certificate vice president controller company establishing terms 9 18 senior notes incorporated reference exhibit 7c3 current report form 8k dated february 8 1994 terms 10 14 senior notes approved executive committee board directors company incorporated reference exhibit 7c996 current report form 8k dated july 22 1996 10a lease lands operating contract united brands company chiriqui land company compania procesadora de frutas republic panama dated january 8 1976 effective january 1 1976 filed exhibit 10a annual report form 10k year ended december 31 1993 10b agreement dated january 11 1996 effective january 1 1996 tela railroad company honduran national railroad filed exhibit 10b annual report form 10k year ended december 31 10c stock purchase agreement dated december 20 1995 smithfield foods inc smithfield company filed exhibit 71 schedule 13d dated december 20 1995 filed company certain persons respect smithfield common stock 10d credit agreement dated december 31 1996 among chiquita brands international inc first national bank boston administrative agent financial institutions lenders thereunder relating company 125 million revolving credit facility executive compensation plans 10e 1986 stock option incentive plan amended 10f individual stock option plan agreement filed exhibit 4 registration statement form s8 3325950 dated december 7 1988 10g amended restated deferred compensation plan filed exhibit 10f annual report form 10k year ended december 31 1995 10h deferred compensation plan board directors chiquita brands international inc dated january 1 11 computation earnings per common share 12 computation ratios earnings fixed charges earnings combined fixed charges preferred stock dividends 13 chiquita brands international inc 1996 annual report shareholders pages 25 50 page 52 21 subsidiaries registrant 23 consent independent auditors 24 powers attorney 27 financial data schedule 99 annual report form 11k chiquita savings investment plan 1996 filed amendment june 29 1997 incorporated referenceitem 14 exhibits financial statement schedules reports form 8k 1 financial statements following consolidated financial statements company report independent auditors included companys 1997 annual report shareholders incorporated reference part ii item 8 2 financial statement schedule financial statement schedule ii allowance doubtful accounts receivable included page 16 annual report form 10k schedules required related instructions inapplicable 3 exhibits see index exhibits page 17 listing exhibits filed annual report form 10k b following reports form 8k filed since september 30 1997 november 20 1997 update unaudited pro forma combined financial statements related acquisitions owatonna companies aff stokely incorporate reference consolidated financial statements stokely supplement management analysis operations financial condition included company quarterly report form 10q quarter ended september 30 1997 reporting continuation fourth quarter trends stronger dollar higher production costs december 1 1997 report events related european union banana quota licensing regime framework agreement world trade organization proceedings december 8 1997 amended form 8ka filed february 3 1998 report acquisition aff january 7 1998 report companys expected 1997 results operations january 16 1998 report acquisition stokely february 11 1998 report companys 1997 results operations february 19 1998 report strike banana workers companys armuelles division western panama signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized march 27 1998 chiquita brands international inc carl h lindner carl h lindner chairman board chief executive officer pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities indicated march 27 1998 carl h lindner chairman board carl h lindner chief executive officer keith e lindner vice chairman board keith e lindner steven g warshaw director president steven g warshaw chief operating officer fred j runk director fred j runk jean head sisco director jean head sisco william w verity director william w verity oliver w waddell director oliver w waddell swarren j ligan senior vice president warren j ligan chief financial officer william tsacalis vice president controller william tsacalis chief accounting officer william tsacalis attorneyinfact authority powers attorney filed annual report form 10k chiquita brands international inc schedule ii allowance doubtful accounts receivable thousands chiquita brands international inc index exhibitsnanitem 14 exhibits financial statement schedules reports form 8k 1 financial statements following consolidated financial statements company report independent auditors included companys 1999 annual report shareholders incorporated reference part ii item 8 2 financial statement schedules financial statement schedules condensed financial information registrant ii allowance doubtful accounts receivable included pages k14 k15 page k16 respectively annual report form 10k schedules required related instructions applicable 3 exhibits see index exhibits pages k18 k19 listing exhibits annual report form 10k b company filed following report form 8k since september 30 1999 february 7 2000 file amendment 4 related agreements companys credit agreement dated december 31 1996 k11 signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized march 27 2000 chiquita brands international inc carl h lindner carl h lindner chairman board chief executive officer pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities indicated march 27 2000 carl h lindner chairman board carl h lindner chief executive officer keith e lindner vice chairman board keith e lindner steven g warshaw director president steven g warshaw chief operating officer fred j runk director fred j runk jean head sisco director jean head sisco william w verity director william w verity oliver w waddell director oliver w waddell k12 warren j ligan senior vice president warren j ligan chief financial officer william tsacalis vice president controller william tsacalis chief accounting officer william tsacalis attorneyinfact authority powers attorney filed annual report form 10k k13 chiquita brands international inc parent company schedule condensed financial information registrant thousands condensed balance sheet k14 chiquita brands international inc parent company schedule condensed financial information registrant thousands condensed statement cash flow notes condensed financial information 1these condensed financial statements present accounts chiquita brands international inc parent company cbii purposes condensed financial statements cbiis investments subsidiaries accounted equity method 2for additional information regarding longterm debt equity see notes 8 11 consolidated financial statements included companys 1999 annual report shareholders k15 chiquita brands international inc schedule ii allowance doubtful accounts receivable thousands k16 chiquita brands international inc index exhibits exhibit number description 3i second restated certificate incorporation filed exhibit 3a quarterly report form 10q quarter ended june 30 1994 amended 1 certificate amendment establishing terms series b preferred stock filed exhibit 3a quarterly report form 10q quarter ended june 30 1996 2 second certificate amendment establishing terms series c preference stock filed exhibit 31 current report form 8k dated september 15 1997 3 third certificate amendment increasing number authorized shares changing title par value common stock filed exhibit 4 amendment 1 form 8a dated june 18 1998 4 fourth certificate amendment reducing number shares designated series c preference stock filed exhibit 5 amendment 1 form 8a dated june 18 1998 3iibylaws filed exhibit 3b annual report form 10k year ended december 31 1992 4 indenture dated february 15 1994 company fifth third bank trustee relating issuance senior debt securities filed exhibit 4c registration statement 33300789 amended 1 first supplemental indenture dated june 15 1994 filed exhibit 6a99c quarterly report form 10q quarter ended june 30 1994 2 second supplemental indenture dated july 15 1996 filed exhibit 4 quarterly report form 10q quarter ended june 30 1996 3 third supplemental indenture dated june 15 1999 filed exhibit 42 amendment 1 form 8a dated june 23 1999 indenture supplemented terms following senior debt securities issued date certificate vice president controller company establishing terms 9 18 senior notes due 2004 filed exhibit 7c3 current report form 8k dated february 8 1994 b terms 10 14 senior notes due 2006 approved executive committee board directors company filed exhibit 7c996 current report form 8k dated july 22 1996 c certificate actions taken president company establishing terms 10 senior notes due 2009 filed exhibit 43 amendment 1 form 8a dated june 23 1999 company outstanding debt issues exceeding 10 consolidated total assets company furnish securities exchange commission upon request copies agreements instruments defining rights security holders debt issues exceeding 10 consolidated total assets 10a operating contracts dated february 18 1998 republic panama chiriqui land company consisting contract operations bocas del toro contract operations armuelles amendment extension lease land contract related documents published republic panama official gazette 23485 filed exhibit 10b annual report form 10k year ended december 31 1997 k18 10b credit agreement dated december 31 1996 among chiquita brands international inc first national bank boston administrative agent financial institutions lenders relating companys 125 million revolving credit facility filed exhibit 10d annual report form 10k year ended december 31 1996 amended 1 amendment 1 dated december 8 1997 filed exhibit 10c annual report form 10k year ended december 31 1997 2 amendment 2 dated may 19 1999 amendment 3 dated july 23 1999 filed exhibit 10 quarterly report form 10q quarter ended june 30 1999 3 amendment 4 related pledge security agreements dated february 7 2000 filed exhibits 101 102 103 current report form 8k dated february 7 2000 10c credit agreement dated september 22 1999 among chiquita processed foods llc first union national bank administrative agent financial institutions lenders relating cpfs 200 million senior secured credit facility filed exhibit 10 quarterly report form 10q quarter ended september 30 1999 executive compensation plans 10d 1986 stock option incentive plan amended restated effective may 13 1998 filed exhibit 10d annual report form 10k year ended december 31 1998 10e 1998 stock option incentive plan included appendix companys definitive proxy statement filed schedule 14a dated april 8 1998 10f 1997 amended restated deferred compensation plan conformed include amendments effective january 1 1998 filed exhibit 10f annual report form 10k year ended december 31 1998 10g 1997 deferred compensation plan board directors conformed include amendments effective january 1 1998 filed exhibit 10g annual report form 10k year ended december 31 1998 13 chiquita brands international inc 1999 annual report shareholders pages 2 28 21 subsidiaries registrant 23 consent independent auditors 24 powers attorney 27 financial data schedule incorporated reference k19 item 14 exhibits financial statement schedules reports form 8k 1 financial statements following consolidated financial statements company report independent auditors included companys 2000 annual report shareholders incorporated reference part ii item 8 page annual report independent auditors 3 consolidated statement income 2000 1999 1998 10 consolidated balance sheet december 31 2000 1999 11 consolidated statement shareholders equity 20001999 1998 12 consolidated statement cash flow 2000 1999 1998 13 notes consolidated financial statements 14 2 financial statement schedules financial statement schedules condensed financial information registrant ii allowance doubtful accounts receivable included pages k26 k28 page k29 respectively annual report form 10k schedules required related instructions applicable 3 exhibits see index exhibits pages k30 k32 listing exhibits annual report form 10k b company filed following reports form 8k since september 30 2000 1 january 16 2001 filed january 16 2001 report companys restructuring initiative publiclyheld debt including cessation payments debt commitment 85 million credit facility obtained subsidiary chiquita brands inc 2 january 26 2001 filed january 31 2001 report subsidiary chiquita brands inc obtained commitment 120 million credit facility replace facility announced january 16 2001 3 march 9 2001 8k filed march 14 2001 8ka filed march 16 2001 report consummation 120 million credit facility chiquita brands inc foothill capital corporation ableco finance llc k23 signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized march 29 2001 chiquita brands international inc carl h lindner carl h lindner chairman board chief executive officer pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities indicated march 29 2001 carl h lindner chairman board chief executive officer carl h lindner keith e lindner vice chairman board keith e lindner steven g warshaw director president chief operating officer steven g warshaw rohit manocha director rohit manocha fred j runk director fred j runk gregory c thomas director gregory c thomas william w verity director william w verity k24 james b riley senior vice president chief financial officer james b riley william tsacalis vice president controller chief accounting officer william tsacalis william tsacalis attorneyinfact authority powers attorney filed annual report form 10k k25 chiquita brands international inc parent company schedule condensed financial information registrant thousands condensed balance sheet condensed statement income k26 chiquita brands international inc parent company schedule condensed financial information registrant thousands notes condensed financial information 1 condensed financial statements present accounts chiquita brands international inc parent company cbii purposes condensed financial statements cbiis investments subsidiaries accounted equity method 2 additional information regarding parent company debt restructuring longterm debt equity see notes 2 9 12 consolidated financial statements included companys 2000 annual report shareholders 3 order meet lender requirements obtain credit facility chiquita brands inc whollyowned subsidiary cbi cbii transferred cbi effective january 1 2001 north american banana sales function assets liabilities associated function cbiis ownership chiquita processed foods llc subsidiaries certain assets functions following page presents summarized unaudited pro forma income statement balance sheet transfer effective 2000 k27 chiquita brands international inc parent company condensed pro forma balance sheet december 31 2000 thousands condensed pro forma statement income year ended december 31 2000 k28 chiquita brands international inc schedule ii allowance doubtful accounts receivable thousands k29 chiquita brands international inc index exhibits item 14 exhibits financial statement schedules reports form 8k 1 financial statements following consolidated financial statements company report independent auditors included companys 2001 annual report shareholders incorporated reference part ii item 8 2 financial statement schedules financial statement schedules condensed financial information registrant ii allowance doubtful accounts receivable included pages k18 k19 page k20 respectively annual report form 10k schedules required related instructions applicable 3 exhibits see index exhibits pages k21 k23 listing exhibits annual report form 10k b company filed following reports form 8k since september 30 2001 1 november 9 2001 8k filed november 13 2001 report companys agreement certain holders senior notes subordinated debentures regarding terms proposed restructuring debt k14 2 november 28 2001 8k filed november 28 2001 report chiquita brands international inc filed petition reorganization chapter 11 us bankruptcy code 3 march 6 2002 8k filed march 12 2002 report amendment credit facility chiquita brands inc wells fargo bank national association foothill capital corporation aggregate indebtedness 130 million report confirmation companys plan reorganization march 8 2002 bankruptcy court 4 march 19 2002 8k filed march 19 2002 report effectiveness companys plan reorganization k15 signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized march 19 2002 chiquita brands international inc steven g warshaw steven g warshaw president chief executive officer pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities indicated march 19 2002 carl h lindner director carl h lindner keith e lindner director keith e lindner rohit manocha director rohit manocha fred j runk director fred j runk gregory c thomas director gregory c thomas william w verity director william w verity steven g warshaw director president steven g warshaw chief executive officer k16 james b riley senior vice president james b riley chief financial officer william tsacalis vice president controller william tsacalis chief accounting officer william tsacalis attorneyinfact authority powers attorney filed annual report form 10k note directors listed signed report prior time march 19 2002 registrants plan reorganization became effective b authorized specified officers registrant file report promptly plan reorganization became effective pursuant plan reorganization following persons became registrants directors plan became effective morten arntzen jeffrey benjamin robert w fisher cyrus f freidheim jr roderick hills carl h lindner steven g warshaw k17 chiquita brands international inc parent company schedule condensed financial information registrant thousands condensed balance sheet december 31 2001 2000 assets current assets cash equivalents 26715 trade receivables net 29276 current assets 732 13099 total current assets 732 69090 investments accounts subsidiaries 1424961 1399708 assets 15328 29827 total assets 1441021 1498625 liabilities shareholders equity liabilities subject compromise current liabilities longterm debt due within one year 86930 accounts payable accrued liabilities 10735 38903 total current liabilities 10735 125833 longterm debt 772380 liabilities 18872 17869 total liabilities subject compromise 29607 916082 liabilities subject compromise 962820 total liabilities 992427 916082 shareholders equity 448594 582543 total liabilities shareholders equity 1441021 1498625 condensed statement income 2001 2000 1999 net sales 480467 507254 cost sales 428556 469491 selling general administrative 31188 80567 76212 equity earnings subsidiaries 33874 21070 57256 operating income loss 2686 7586 18807 interest income 783 9799 13446 interest expense 81633 90080 82335 reorganization costs 33604 loss income taxes 111768 87867 50082 income taxes 7000 8300 net loss 118768 94867 58382 k18 chiquita brands international inc parent company schedule condensed financial information registrant thousands condensed statement cash flow 2001 2000 1999 cash flow operations 26715 47320 69546 investing capital contributions subsidiaries 8574 41865 92 5261 cash flow investing 8666 47126 financing debt transactions issuances longterm debt 194363 repayments longterm debt 22571 decrease notes loans payable 49000 stock transactions issuances common stock 58 dividends 12826 30258 cash flow financing 35397 115163 increase decrease cash equivalents 26715 3257 1509 balance beginning period 26715 23458 24967 balance end period 26715 23458 notes condensed financial information 1 purposes condensed financial statements cbiis investments subsidiaries accounted equity method 2 additional information regarding cbiis debt restructuring see note 2 consolidated financial statements included companys 2001 annual report shareholders 3 order meet lender requirements obtain credit facility chiquita brands inc whollyowned subsidiary cbi cbii transferred cbi effective january 1 2001 north american banana sales function assets liabilities associated function cbiis ownership chiquita processed foods llc subsidiaries certain assets functions k19 chiquita brands international inc schedule ii allowance doubtful accounts receivable thousands year ended december 31 2001 2000 1999 balance beginning period 10685 12214 10603 additions charged costs expenses 3974 3052 3418 deductions writeoffs 2779 4961 1382 net 22 380 425 2757 4581 1807 balance end period 11902 10685 12214 k20 chiquita brands international inc index exhibits exhibit number description 2 order confirming second amended plan reorganization chiquita brands international inc chapter 11 bankruptcy code attached second amended plan reorganization chiquita brands international inc chapter 11 bankruptcy code exhibit 21 current report form 8k dated march 6 2002 filed march 12 2002 3i third restated certificate incorporation exhibit 1 form 8a filed march 12 2002 3ii restated bylaws exhibit 2 form 8a filed march 12 2002 4a indenture dated march 15 2002 company wells fargo bank minnesota national association trustee relating issuance senior debt securities exhibit 3 form 8a filed march 12 2002 related terms companys 1056 senior notes due 2009 set forth certificate actions taken president company establishing terms 1056 senior notes exhibit 5 amendment 1 form 8a filed march 19 2002 4b warrant agreement dated march 19 2002 company american security transfer company limited partnership warrant agent exhibit 4 amendment 1 form 8a filed march 19 2002 10a operating contracts dated february 18 1998 republic panama chiriqui land company consisting contract operations bocas del toro contract operations armuelles amendment extension lease land contract related documents published republic panama official gazette 23485 exhibit 10b annual report form 10k year ended december 31 1997 10b amended restated credit agreement dated march 6 2002 among chiquita brands inc borrower lenders designated therein foothill capital corporation administrative agent wells fargo bank national association loan arranger syndication agent exhibit 101 current report form 8k dated march 6 2002 filed march 12 2002 10c credit agreement dated september 22 1999 among chiquita processed foods llc first union national bank administrative agent financial institutions lenders relating cpfs 200 million senior secured credit facility conformed incorporate amendments december 31 2001 executive compensation plans 10d 2002 stock option incentive plan k21 10e 1997 amended restated deferred compensation plan conformed include amendments effective january 1 2001 exhibit 10f annual report form 10k year ended december 31 2000 10f 1997 deferred compensation plan board directors conformed include amendments effective january 1 2001 exhibit 10g annual report form 10k year ended december 31 2000 10g chiquita brands international inc capital accumulation plan conformed include amendments march 31 2001 exhibit 10 quarterly report form 10q quarter ended march 31 2001 10h guaranty dated march 12 2001 chiquita brands inc obligations chiquita brands international inc deferred compensation capital accumulation plans exhibit 10i annual report form 10k year ended december 31 2000 10i severance agreement dated january 16 2001 chiquita brands international inc steven g warshaw conformed include amendments made amendment severance agreement dated february 14 2001 exhibit 10j annual report form 10k year ended december 31 2000 10j severance agreement prior change control dated february 14 2001 chiquita brands international inc steven g warshaw exhibit 10k annual report form 10k year ended december 31 2000 10k severance agreement dated january 16 2001 chiquita brands international inc robert f kistinger conformed include amendments made amendment severance agreement dated february 14 2001 exhibit 10l annual report form 10k year ended december 31 2000 10l severance agreement dated january 16 2001 chiquita brands international inc robert w olson conformed include amendments made amendment severance agreement dated february 14 2001 exhibit 10m annual report form 10k year ended december 31 2000 10m severance agreement dated january 16 2001 chiquita brands international inc peter horekens conformed include amendments made amendment severance agreement dated february 14 2001 exhibit 10n annual report form 10k year ended december 31 2000 10n severance agreement dated january 16 2001 chiquita brands international inc william tsacalis conformed include amendments made amendment severance agreement dated february 14 2001 exhibit 10o annual report form 10k year ended december 31 2000 10o severance agreement dated january 22 2001 chiquita brands international inc james b riley conformed include amendments made amendment severance agreement dated february 14 2001 exhibit 10p annual report form 10k year ended december 31 2000 k22 10p severance agreement dated january 16 2001 chiquita brands international inc carla byron conformed include amendments made amendment severance agreement dated february 14 2001 10q guaranty dated march 12 2001 chiquita brands inc obligations chiquita brands international inc severance agreements number key executives including listed exhibits 10i 10p exhibit 10q annual report form 10k year ended december 31 2000 10r description 2002 tcr retention program 10s stock unit agreement dated february 13 2002 carl h lindner company 10t award share agreement dated february 21 2002 steven g warshaw company 10u award share agreement dated february 21 2002 robert f kistinger company 10v award share agreement dated february 21 2002 robert w olson company 10w award share agreement dated february 21 2002 james b riley company 10x award share agreement dated february 21 2002 carla byron company 13 chiquita brands international inc 2001 annual report shareholders pages 2 35 21 subsidiaries registrant 23 consent independent auditors 24 powers attorney incorporated reference k23item 14 controls procedures evaluation disclosure controls procedures chiquita maintains disclosure controls procedures designed ensure information required disclosed periodic filings sec accumulated communicated company’s management timely manner b recorded processed summarized reported within time periods specified sec’s rules forms based evaluation within 90 days prior filing date report company’s disclosure controls procedures company’s chief executive officer chief financial officer concluded design operation controls procedures effective b changes internal controls chiquita also maintains system internal accounting controls designed provide reasonable assurance books records accurately reflect transactions policies procedures followed significant changes company’s internal controls factors could significantly affect controls subsequent date recent evaluation controls officers part iv item 15item 14 principal accountant fees services information required item 14 incorporated herein reference applicable information set forth “other information chiquita’s independent auditors” included chiquita’s definitive proxy statement filed sec connection 2004 annual meeting shareholders part iv item 15item 14 principal accountant fees services information required item 14 incorporated herein reference applicable information set forth “other information chiquita’s independent registered public accounting firm” included chiquita’s definitive proxy statement filed sec connection 2005 annual meeting shareholders part iv item 15item 14 principal accountant fees services information required item 14 incorporated herein reference applicable information set forth “other information chiquita’s independent registered public accounting firm” included chiquita’s definitive proxy statement filed sec connection 2006 annual meeting shareholders part iv item 15item 14 principal accountant fees services information required item 14 incorporated herein reference applicable information set forth “other information chiquita’s independent registered public accounting firm” included chiquita’s definitive proxy statement filed sec connection 2009 annual meeting shareholders part iv item 15item 14 principal accounting fees services information required item 14 incorporated herein reference applicable information set forth “other information chiquita’s independent registered public accounting firm” included chiquita’s definitive proxy statement filed sec connection 2011 annual meeting shareholders part iv item 15item 14 principal accounting fees services information required item 14 incorporated herein reference applicable information set forth information chiquita’s independent registered public accounting firm included chiquitas definitive proxy statement filed sec connection 2012 annual meeting shareholders part iv item 15item 14 principal accounting fees services information required item 14 incorporated herein reference applicable information set forth information chiquita’s independent registered public accounting firm included chiquitas definitive proxy statement filed sec connection 2013 annual meeting shareholders part iv item 15item 14 principal accounting fees services information required item 14 incorporated herein reference applicable information set forth information chiquita’s independent registered public accounting firm included chiquitas definitive proxy statement filed sec connection 2014 annual meeting shareholders part iv item 15item 14 principal accounting fees services chiquitas independent registered public accounting firm preapproval policies procedures 2014 audit committee reviewed preapproved audit permissible nonaudit services provided independent registered public accounting firm nonaudit services may include auditrelated services tax services prohibited sec rules auditor independence preapproval detailed particular service category services generally subject specific budget time period independent registered public accounting firm reported periodically audit committee regarding extent services provided accordance audit committees preapprovals fees services performed date 2014 audit committee preapproved fees pwcs services audit committee also determined nonaudit services provided us pwc 2014 compatible maintaining independence audit committee guidelines allowed chairman committee approve individual pwc nonaudit service engagement fees estimated less 200000 summary services provided members audit committee next regularly scheduled meeting extent services requested us differ nature scope preapproved items separate audit committee preapproval required prior commencement services 2015 preapproval policy procedures administered board directors audit fees aggregate fees billed pwc professional services rendered audit 2014 2013 annual financial statements 3894139 3970133 respectively fees also covered audit effectiveness internal control financial reporting december 31 2013 services related reviews consolidated financial statements included forms 10q services normally provided independent registered public accounting firm connection statutory regulatory filings engagements including subsidiaries related periods 2014 2013 auditrelated fees aggregate fees billed pwc assurance related services reasonably related performance audit review consolidated financial statements reported audit fees 1290746 2014 119650 2013 respectively fees represent services pertaining transaction proposed combination fyffes plc merger benefit plan audits tax fees aggregate fees billed pwc professional services rendered tax compliance tax advice tax planning 169018 2014 393639 2013 respectively amounts represent consultation acquisitions divestitures customs tax compliance services miscellaneous tax advice fees aggregate fees billed services rendered pwc 1800 2014 1800 2013 accounting research software amounts noted include outofpocket expenses part iv item 15item 14 principal accountant fees services information required item 14 incorporated herein reference applicable information set forth “other information chiquita’s independent registered public accounting firm” included chiquita’s definitive proxy statement filed sec connection 2010 annual meeting shareholders part iv item 15item 14 principal accountant fees services information required item 14 incorporated herein reference applicable information set forth “other information chiquita’s independent registered public accounting firm” included chiquita’s definitive proxy statement filed sec connection 2007 annual meeting shareholders part iv item 15item 14 principal accountant fees services information required item 14 incorporated herein reference applicable information set forth “other information chiquita’s independent registered public accounting firm” included chiquita’s definitive proxy statement filed sec connection 2008 annual meeting shareholders part iv item 15 item 7 managements discussion analysis financial condition results operations information included caption managements analysis operations financial condition included pages 8 10 companys 1993 annual report shareholders incorporated herein reference item 8item 7 managements discussion analysis financial condition results operations information included caption managements analysis operations financial condition included pages 7 9 companys 1994 annual report shareholders incorporated herein reference item 8item 7 managements discussion analysis financial condition results operations information included caption managements analysis operations financial condition included pages 7 9 companys 1995 annual report shareholders incorporated herein reference item 8item 7 managements discussion analysis financial condition results operations information included caption managements analysis operations financial condition included pages 27 30 companys 1996 annual report shareholders incorporated herein reference item 8item 7 managements discussion analysis financial condition results operations information included caption managements analysis operations financial condition included pages 27 30 companys 1997 annual report shareholders incorporated herein reference information included caption hereby supplemented incorporating information included second paragraph part item 1 business labor relations describing strike companys armuelles division panama also described current report form 8k dated february 19 1998 annual report form 10k contains incorporates reference item 7 elsewhere certain statements may deemed forwardlooking statements within meaning private securities litigation reform act 1995 statements historical facts included report future filings securities exchange commission written verbal statements company representatives address events developments financial results company expects believes estimates may occur future forwardlooking statements intended covered safe harbor provisions act statements based certain assumptions analyses made company light experience perception historical trends current conditions expected future developments factors believes appropriate circumstances speak date made statements subject number assumptions risks uncertainties prices chiquita sell products ii costs purchase grow fresh produce raw materials inventory iii various market competitive agricultural factors may impact prices costs many beyond control chiquita investors cautioned statements guarantees future performance actual results developments may differ materially expectations expressed forwardlooking statements item 7ananitem 7 managements discussion analysis financial condition results operations information included caption managements analysis operations financial condition included pages 3 7 companys 1999 annual report shareholders incorporated herein reference item 7aitem 7 managements discussion analysis financial condition results operations information included caption managements analysis operations financial condition included pages 4 9 companys 2000 annual report shareholders incorporated herein reference item 7aitem 7 managements discussion analysis financial condition results operations information included caption managements discussion analysis financial condition results operations included pages 4 11 companys 2001 annual report shareholders incorporated herein reference item 7aitem 7 management’s discussion analysis financial condition results operations information included caption “management’s discussion analysis financial condition results operations” included exhibit 13 incorporated herein reference item 7aitem 7 management’s discussion analysis financial condition results operations information included caption “management’s discussion analysis financial condition results operations” included exhibit 13 incorporated herein reference item 7aitem 7 management’s discussion analysis financial condition results operations information included caption “management’s discussion analysis financial condition results operations” included exhibit 13 incorporated herein reference item 7aitem 7 management’s discussion analysis financial condition results operations information included caption “management’s discussion analysis financial condition results operations” included exhibit 13 incorporated herein reference item 7aitem 7 management’s discussion analysis financial condition results operations information included caption “management’s discussion analysis financial condition results operations” included exhibit 13 incorporated herein reference item 7aitem 7 management’s discussion analysis financial condition results operations information included caption “management’s discussion analysis financial condition results operations” included exhibit 13 incorporated herein reference item 7aitem 7 managements discussion analysis financial condition results operations information included caption management’s discussion analysis financial condition results operations included exhibit 13 incorporated herein reference item 7aitem 7 managements discussion analysis financial condition results operations information included caption managements discussion analysis financial condition results operations included exhibit 13 incorporated herein reference item 7aitem 7 managements discussion analysis financial condition results operations information included caption managements discussion analysis financial condition results operations included exhibit 13 incorporated herein reference item 7aitem 7 managements discussion analysis financial condition results operations information included caption managements discussion analysis financial condition results operations included exhibit 13 incorporated herein reference item 7aitem 7 management’s discussion analysis financial condition results operations information included caption “management’s discussion analysis financial condition results operations” included exhibit 13 incorporated herein reference item 7aitem 7 management’s discussion analysis financial condition results operations information included caption “management’s discussion analysis financial condition results operations” included exhibit 13 incorporated herein reference item 7aitem 7 management’s discussion analysis financial condition results operations information included caption “management’s discussion analysis financial condition results operations” included exhibit 13 incorporated herein reference item 7a nannannannanitem 7a quantitative qualitative disclosures market risk applicable june 15 1998 item 8nanitem 7a quantitative qualitative disclosures market risk information included caption managements analysis operations financial condition market risk management included page 6 companys 1999 annual report shareholders incorporated herein reference item 8item 7a quantitative qualitative disclosures market risk information included caption managements analysis operations financial condition market risk management included page 8 companys 2000 annual report shareholders incorporated herein reference item 8item 7a quantitative qualitative disclosures market risk information included caption managements discussion analysis financial condition results operations market risk management included pages 10 11 companys 2001 annual report shareholders incorporated herein reference item 8item 7a quantitative qualitative disclosures market risk information included caption “management’s discussion analysis financial condition results operations market risk management” included exhibit 13 incorporated herein reference item 8item 7a quantitative qualitative disclosures market risk information included caption “management’s discussion analysis financial condition results operations market risk management financial instruments” included exhibit 13 incorporated herein reference item 8item 7a quantitative qualitative disclosures market risk information included caption “management’s discussion analysis financial condition results operations market risk management financial instruments” included exhibit 13 incorporated herein reference item 8item 7a quantitative qualitative disclosures market risk information included caption “management’s discussion analysis financial condition results operations market risk management financial instruments” included exhibit 13 incorporated herein reference item 8item 7a quantitative qualitative disclosures market risk information included caption “management’s discussion analysis financial condition results operations market risk management financial instruments” included exhibit 13 incorporated herein reference item 8item 7a quantitative qualitative disclosures market risk information included caption “management’s discussion analysis financial condition results operations market risk management financial instruments” included exhibit 13 incorporated herein reference item 8item 7a quantitative qualitative disclosures market risk information included caption management’s discussion analysis financial condition results operations market risk management financial instruments included exhibit 13 incorporated herein reference item 8item 7a quantitative qualitative disclosures market risk information included caption managements discussion analysis financial condition results operations market risk management financial instruments included exhibit 13 incorporated herein reference item 8item 7a quantitative qualitative disclosures market risk information included caption managements discussion analysis financial condition results operations market risk management financial instruments included exhibit 13 incorporated herein reference item 8item 7a quantitative qualitative disclosures market risk information included caption managements discussion analysis financial condition results operations market risk management financial instruments included exhibit 13 incorporated herein reference item 8item 7a quantitative qualitative disclosures market risk information included caption “management’s discussion analysis financial condition results operations market risk management financial instruments” included exhibit 13 incorporated herein reference item 8item 7a quantitative qualitative disclosures market risk information included caption “management’s discussion analysis financial condition results operations market risk management financial instruments” included exhibit 13 incorporated herein reference item 8item 7a quantitative qualitative disclosures market risk information included caption “management’s discussion analysis financial condition results operations market risk management financial instruments” included exhibit 13 incorporated herein reference item 8 item 8 financial statements supplementary data consolidated financial statements chiquita brands international inc subsidiaries included pages 11 23 companys 1993 annual report shareholders quarterly financial data set forth note 15 consolidated financial statements incorporated herein reference item 9item 8 financial statements supplementary data consolidated financial statements chiquita brands international inc subsidiaries included pages 10 23 companys 1994 annual report shareholders quarterly financial data set forth note 15 consolidated financial statements incorporated herein reference item 9item 8 financial statements supplementary data consolidated financial statements chiquita brands international inc subsidiaries included pages 10 22 companys 1995 annual report shareholders quarterly financial data set forth note 15 consolidated financial statements incorporated herein reference item 9item 8 financial statements supplementary data consolidated financial statements chiquita brands international inc subsidiaries included pages 31 50 companys 1996 annual report shareholders quarterly financial data included note 14 consolidated financial statements incorporated herein reference item 9item 8 financial statements supplementary data consolidated financial statements chiquita brands international inc included pages 31 50 companys 1997 annual report shareholders quarterly financial data included note 15 consolidated financial statements incorporated herein reference item 9nanitem 8 financial statements supplementary data consolidated financial statements chiquita brands international inc pages 8 27 companys 1999 annual report shareholders including quarterly financial data note 16 consolidated financial statements incorporated herein reference item 9item 8 financial statements supplementary data consolidated financial statements chiquita brands international inc pages 10 31 companys 2000 annual report shareholders including quarterly financial data note 17 consolidated financial statements incorporated herein reference item 9item 8 financial statements supplementary data consolidated financial statements chiquita brands international inc pages 12 34 companys 2001 annual report shareholders including quarterly financial data note 17 consolidated financial statements incorporated herein reference item 9item 8 financial statements supplementary data consolidated financial statements chiquita brands international inc included exhibit 13 including “quarterly financial data” note 18 consolidated financial statements incorporated herein reference item 9item 8 financial statements supplementary data consolidated financial statements chiquita brands international inc included exhibit 13 including “quarterly financial data” note 18 consolidated financial statements incorporated herein reference item 9item 8 financial statements supplementary data consolidated financial statements chiquita brands international inc included exhibit 13 including “quarterly financial data” note 19 consolidated financial statements incorporated herein reference item 9item 8 financial statements supplementary data consolidated financial statements chiquita brands international inc included exhibit 13 including “quarterly financial data” note 18 consolidated financial statements incorporated herein reference item 9item 8 financial statements supplementary data consolidated financial statements chiquita brands international inc included exhibit 13 including “quarterly financial data” note 19 consolidated financial statements incorporated herein reference item 9item 8 financial statements supplementary data consolidated financial statements chiquita brands international inc included exhibit 13 including “quarterly financial data” note 21 consolidated financial statements incorporated herein reference item 9item 8 financial statements supplementary data consolidated financial statements chiquita brands international inc included exhibit 13 including quarterly financial data note 21 consolidated financial statements incorporated herein reference danone jvs financial statements years ended december 31 2011 2010 filed later 180 days december 31 2011 hereby incorporated reference item 9item 8 financial statements supplementary data consolidated financial statements chiquita brands international inc included exhibit 13 including quarterly financial data note 21 consolidated financial statements incorporated herein reference danone jvs financial statements years ended december 31 2012 2011 filed later 180 days december 31 2012 hereby incorporated reference item 9item 8 financial statements supplementary data consolidated financial statements chiquita brands international inc included exhibit 13 including quarterly financial data note 21 consolidated financial statements incorporated herein reference item 9item 8 financial statements supplementary data consolidated financial statements chiquita brands international inc included exhibit 13 including quarterly financial data note 23 consolidated financial statements incorporated herein reference item 9item 8 financial statements supplementary data consolidated financial statements chiquita brands international inc included exhibit 13 including “quarterly financial data” note 20 consolidated financial statements incorporated herein reference item 9item 8 financial statements supplementary data consolidated financial statements chiquita brands international inc included exhibit 13 including “quarterly financial data” note 16 consolidated financial statements incorporated herein reference item 9item 8 financial statements supplementary data consolidated financial statements chiquita brands international inc included exhibit 13 including “quarterly financial data” note 18 consolidated financial statements incorporated herein reference item 9 nannannannannannannannannanitem 15 exhibits financial statement schedules reports form 8k 1 financial statements following consolidated financial statements company report independent auditors included exhibit 13 page exhibit 13 report independent auditors consolidated statement income nine months ended december 31 2002 three months ended march 31 2002 years ended 2001 2000 consolidated balance sheet december 31 2002 2001 consolidated statement shareholders’ equity nine months ended december 31 2002 three months ended march 31 2002 years ended 2001 2000 consolidated statement cash flow nine months ended december 31 2002 three months ended march 31 2002 years ended 2001 2000 notes consolidated financial statements 2 financial statement schedules financial statement schedules condensed financial information registrant ii allowance doubtful accounts receivable included pages 22 24 page 25 respectively annual report form 10k schedules required related instructions applicable report independent auditors financial statement schedules included consent attached exhibit 23 3 exhibits see index exhibits pages 26 30 listing exhibits annual report form 10k b company filed following report form 8k since september 30 2002 1 march 6 2003 filed march 7 2003 report execution definitive agreement seneca foods corporation sale equity interests chiquita processed foods llc signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized march 28 2003 pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities indicated march 28 2003 cyrus f freidheim jr chairman board chief executive officer cyrus f freidheim jr morten arntzen director morten arntzen jeffrey benjamin director jeffrey benjamin robert w fisher director robert w fisher roderick hills director roderick hills durk jager director durk jager jaime serra director jaime serra steven p stanbrook director steven p stanbrook james b riley senior vice president chief financial officer james b riley william tsacalis vice president controller chief accounting officer william tsacalis authority powers attorney filed annual report form 10k certification chief executive officer cyrus f freidheim jr certify 1 reviewed annual report form 10k chiquita brands international inc 2 based knowledge annual report contain untrue statement material fact omit state material fact necessary make statements made light circumstances statements made misleading respect period covered annual report 3 based knowledge financial statements financial information included annual report fairly present material respects financial condition results operations cash flows registrant periods presented annual report 4 registrant’s certifying officer responsible establishing maintaining disclosure controls procedures defined exchange act rules 13a14 15d14 registrant designed disclosure controls procedures ensure material information relating registrant including consolidated subsidiaries made known us others within entities particularly period annual report prepared b evaluated effectiveness registrant’s disclosure controls procedures date within 90 days prior filing date annual report “evaluation date” c presented annual report conclusions effectiveness disclosure controls procedures based evaluation date 5 registrant’s certifying officer disclosed based recent evaluation registrant’s auditors audit committee registrant’s board directors persons performing equivalent function significant deficiencies design operation internal controls could adversely affect registrant’s ability record process summarize report financial data identified registrant’s auditors material weaknesses internal controls b fraud whether material involves management employees significant role registrant’s internal controls 6 registrant’s certifying officer indicated annual report whether significant changes internal controls factors could significantly affect internal controls subsequent date recent evaluation including corrective actions regard significant deficiencies material weaknesses date march 28 2003 certification chief financial officer james b riley certify 1 reviewed annual report form 10k chiquita brands international inc 2 based knowledge annual report contain untrue statement material fact omit state material fact necessary make statements made light circumstances statements made misleading respect period covered annual report 3 based knowledge financial statements financial information included annual report fairly present material respects financial condition results operations cash flows registrant periods presented annual report 4 registrant’s certifying officer responsible establishing maintaining disclosure controls procedures defined exchange act rules 13a14 15d14 registrant designed disclosure controls procedures ensure material information relating registrant including consolidated subsidiaries made known us others within entities particularly period annual report prepared b evaluated effectiveness registrant’s disclosure controls procedures date within 90 days prior filing date annual report “evaluation date” c presented annual report conclusions effectiveness disclosure controls procedures based evaluation date 5 registrant’s certifying officer disclosed based recent evaluation registrant’s auditors audit committee registrant’s board directors persons performing equivalent function significant deficiencies design operation internal controls could adversely affect registrant’s ability record process summarize report financial data identified registrant’s auditors material weaknesses internal controls b fraud whether material involves management employees significant role registrant’s internal controls 6 registrant’s certifying officer indicated annual report whether significant changes internal controls factors could significantly affect internal controls subsequent date recent evaluation including corrective actions regard significant deficiencies material weaknesses date march 28 2003 chiquita brands international inc parent company schedule condensed financial information registrant thousands condensed balance sheet chiquita brands international inc parent company schedule condensed financial information registrant thousands condensed statement income chiquita brands international inc parent company schedule condensed financial information registrant thousands condensed statement cash flow notes condensed financial information 1 order meet lender requirements obtain credit facility chiquita brands inc “cbi” cbii’s whollyowned operating subsidiary january 2001 cash owned managed cbi acting agent cbii accordingly cash flow movements occurred cbii 2 order meet lender requirements obtain credit facility cbi cbii transferred cbi effective january 1 2001 north american banana sales function assets liabilities associated function cbii’s ownership chiquita processed foods llc subsidiaries certain assets functions 3 purposes condensed financial statements cbii’s investments subsidiaries accounted equity method 4 additional information regarding cbii’s financial restructuring see note 2 consolidated financial statements included exhibit 13 chiquita brands international inc schedule ii allowance doubtful accounts receivable thousands chiquita brands international inc index exhibits exhibit number description 2 order confirming second amended plan reorganization chiquita brands international inc chapter 11 bankruptcy code attached second amended plan reorganization chiquita brands international inc chapter 11 bankruptcy code exhibit 21 current report form 8k dated march 6 2002 filed march 12 2002 3a third restated certificate incorporation exhibit 1 form 8a filed march 12 2002 3b restated bylaws amended april 9 2002 exhibit 31 quarterly report form 10q quarter ended march 31 2002 4a indenture dated march 15 2002 company wells fargo bank minnesota national association trustee relating issuance senior debt securities exhibit 3 form 8a filed march 12 2002 related terms company’s 1056 senior notes due 2009 set forth certificate actions taken president company establishing terms 1056 senior notes exhibit 5 amendment 1 form 8a filed march 19 2002 4b warrant agreement dated march 19 2002 company american security transfer company limited partnership warrant agent exhibit c changed previously filed version 10a operating contracts dated february 18 1998 republic panama chiriqui land company consisting contract operations bocas del toro contract operations armuelles amendment extension lease land contract related documents published republic panama official gazette 23485 exhibit 10b annual report form 10k year ended december 31 1997 10b second amended restated credit agreement dated march 27 2003 among chiquita brands inc atcon finanz inc borrowers lenders designated therein foothill capital corporation administrative agent wells fargo bank national association lead arranger syndication agent 10c credit agreement dated september 22 1999 among chiquita processed foods llc first union national bank administrative agent financial institutions lenders relating cpf’s 200 million senior secured credit facility conformed incorporate amendments december 31 2001 exhibit 10c annual report form 10k year ended december 31 2001 10d purchase agreement among seneca foods corporation chiquita brands international inc friday holdings llc dated march 6 2003 exhibit 101 current report form 8k dated march 6 2003 filed march 7 2003 exhibit number description 10e acquisition cancellation agreement dated september 13 2002 among chiquita brands international inc hmb holding company bns global inc trent company reg holdings inc relating acquisition limited partnership interests scipio gmbh co 10f provisions agreement chiquita brands international inc bernd artin wessels relating acquisition limited general partnership interests scipio gmbh co 10g executive compensation plans agreements 1997 amended restated deferred compensation plan conformed include amendments effective january 1 2001 exhibit 10f annual report form 10k year ended december 31 2000 10h chiquita brands international inc capital accumulation plan conformed include amendments october 22 2001 exhibit 10d quarterly report form 10q quarter ended september 30 2002 10i guaranty dated march 12 2001 chiquita brands inc obligations chiquita brands international inc deferred compensation capital accumulation plans exhibit 10i annual report form 10k year ended december 31 2000 10j 2002 stock option incentive plan conformed incorporate amendments september 4 2002 exhibit 10a quarterly report form 10q quarter ended september 30 2002 10k form stock appreciation right award agreement 2002 stock option incentive plan certain nonus employees including executive officers exhibit 10b quarterly report form 10q quarter ended september 30 2002 10l form stock option agreement cyrus f freidheim jr respect aggregate 150000 shares common stock granted 2002 exhibit 10b quarterly report form 10q quarter ended june 30 2002 10m form stock option agreement cyrus f freidheim jr respect aggregate 200000 shares common stock granted 2002 exhibit 10c quarterly report form 10q quarter ended june 30 2002 10n form stock option agreement cyrus f freidheim jr respect aggregate 150000 shares common stock granted 10o form stock option agreement directors company cyrus f freidheim jr grants made prior september 30 2002 exhibit 10d quarterly report form 10q quarter ended june 30 2002 10p form stock option agreement directors company cyrus f freidheim jr grants made september 30 2002 exhibit number description 10q form stock option agreement employees including executive officers grants made prior september 30 2002 exhibit 10e quarterly report form 10q quarter ended june 30 2002 10r form stock option agreement employees including executive officers grants made september 30 2002 10s form restricted share agreement cyrus f freidheim jr shares granted 2002 exhibit 10f quarterly report form 10q quarter ended june 30 2002 10t form restricted share agreement cyrus f freidheim jr shares granted 2003 10u form restricted share agreement directors 10v severance agreement dated january 16 2001 chiquita brands international inc robert f kistinger conformed include amendments made amendment severance agreement dated february 14 2001 exhibit 10l annual report form 10k year ended december 31 2000 10w severance agreement dated january 16 2001 chiquita brands international inc robert w olson conformed include amendments made amendment severance agreement dated february 14 2001 exhibit 10m annual report form 10k year ended december 31 2000 10x severance agreement dated january 16 2001 chiquita brands international inc peter horekens conformed include amendments made amendment severance agreement dated february 14 2001 exhibit 10n annual report form 10k year ended december 31 2000 10y severance agreement dated january 16 2001 chiquita brands international inc william tsacalis conformed include amendments made amendment severance agreement dated february 14 2001 exhibit 10o annual report form 10k year ended december 31 2000 10z severance agreement dated january 22 2001 chiquita brands international inc james b riley conformed include amendments made amendment severance agreement dated february 14 2001 exhibit 10p annual report form 10k year ended december 31 2000 10aa severance agreement dated january 16 2001 chiquita brands international inc barry h morris conformed include amendments made amendment severance agreement dated february 14 2001 exhibit 10g quarterly report form 10q quarter ended june 30 2002 exhibit number description 10bb severance agreement dated january 16 2001 chiquita brands international inc david j ockleshaw conformed include amendments made amendment severance agreement dated february 14 2001 exhibit 10h quarterly report form 10q quarter ended june 30 2002 10cc severance agreement dated january 16 2001 chiquita brands international inc jeffrey zalla conformed include amendments made amendment severance agreement dated february 14 2001 exhibit 10j quarterly report form 10q quarter ended june 30 2002 10dd guaranty dated march 12 2001 chiquita brands inc obligations chiquita brands international inc severance agreements number key executives including listed exhibits 10v 10cc exhibit 10q annual report form 10k year ended december 31 2000 10ee severance agreement dated august 1 2002 chiquita brands international inc jill albrinck exhibit 10k quarterly report form 10q quarter ended june 30 2002 10ff provisions agreement company david j ockleshaw relating change control chiquita processed foods llc refiled correct previously filed version 10gg award share agreement dated february 21 2002 robert f kistinger company exhibit 10u annual report form 10k year ended december 31 2001 10hh award share agreement dated february 21 2002 robert w olson company exhibit 10v annual report form 10k year ended december 31 2001 10ii award share agreement dated february 21 2002 james b riley company exhibit 10w annual report form 10k year ended december 31 2001 10jj award share agreement dated february 21 2002 barry h morris company exhibit 10l quarterly report form 10q quarter ended june 30 2002 10kk award share agreement dated february 21 2002 jeffrey zalla company exhibit 10m quarterly report form 10q quarter ended june 30 2002 10ll award share agreement dated february 21 2002 david j ockleshaw company exhibit 10n quarterly report form 10q quarter ended june 30 2002 exhibit number description chiquita brands international inc consolidated financial statements management’s discussion analysis financial condition results operations selected financial data included 2002 annual report shareholders subsidiaries registrant consent independent auditors powers attorney 991 certification pursuant section 906 sarbanesoxley act 2002 incorporated referenceitem 15 exhibits financial statement schedules reports form 8k 1 financial statements following consolidated financial statements company report independent auditors included exhibit 13 page exhibit 13 report independent auditors consolidated statement income year ended 2003 nine months ended december 31 2002 three months ended march 31 2002 year ended 2001 consolidated balance sheet december 31 2003 2002 consolidated statement shareholders’ equity year ended 2003 nine months ended december 31 2002 three months ended march 31 2002 year ended 2001 consolidated statement cash flow year ended 2003 nine months ended december 31 2002 three months ended march 31 2002 year ended 2001 notes consolidated financial statements 2 financial statement schedules financial statement schedules icondensed financial information registrant ii allowance doubtful accounts receivable included pages 20 22 page 23 respectively annual report form 10k schedules required related instructions applicable report independent auditors financial statement schedules included consent attached exhibit 23 3 exhibits see index exhibits pages 24 28 listing exhibits annual report form 10k b company filed following reports form 8k since september 30 2003 1 october 7 2003 filed october 8 2003 reporting item 9 furnish information possible effect 2004 enlargement european union related revisions eu banana import regime 2 october 30 2003 filed october 30 2003 reporting item 12 furnish third quarter 2003 results related matters 3 january 12 2004 filed january 14 2004 reporting items 5 7 announce election new president chief executive officer file copy employment agreement 4 february 2 2004 filed february 2 2004 reporting item 12 furnish corrections information included third quarter press release furnished related conference call 5 february 17 2004 filed february 17 2004 reporting item 12 furnish fourth quarter 2003 results related matters signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized march 10 2004 pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities indicated march 10 2004 authority powers attorney filed annual report form 10k chiquita brands international inc parent company schedule condensed financial information registrant thousands condensed balance sheet chiquita brands international inc parent company schedule condensed financial information registrant thousands condensed statement operations chiquita brands international inc parent company schedule condensed financial information registrant thousands condensed statement cash flow notes condensed financial information 1 order meet lender requirements obtain credit facility cbi cbii’s whollyowned operating subsidiary since january 2001 cash owned managed cbi acting agent cbii accordingly cash flow movements occurred cbii 2 order meet lender requirements obtain credit facility cbi cbii transferred cbi effective january 1 2001 north american banana sales function assets liabilities associated function cbii’s ownership chiquita processed foods llc subsidiaries sold 2003 certain assets functions 3 purposes condensed financial statements cbii’s investments subsidiaries accounted equity method 4 additional information regarding cbii’s financial restructuring see note 16 consolidated financial statements included exhibit 13 chiquita brands international inc schedule iiallowance doubtful accounts receivable thousands chiquita brands international inc index exhibits incorporated referenceitem 15 exhibits financial statement schedules 1 financial statements following consolidated financial statements company report independent registered public accounting firm included exhibit 13 page exhibit 13 report independent registered public accounting firm financial statements report independent registered public accounting firm internal control financial reporting consolidated statement income years ended 2004 2003 nine months ended december 31 2002 three months ended march 31 2002 consolidated balance sheet december 31 2004 2003 consolidated statement shareholders’ equity years ended 2004 2003 nine months ended december 31 2002 three months ended march 31 2002 consolidated statement cash flow years ended 2004 2003 nine months ended december 31 2002 three months ended march 31 2002 notes consolidated financial statements 2 financial statement schedules financial statement schedules condensed financial information registrant ii consolidated allowance doubtful accounts receivable consolidated change tax valuation allowance included pages 24 26 pages 27 28 respectively annual report form 10k schedules required related instructions applicable report independent auditors financial statement schedules included consent attached exhibit 23 3 exhibits see index exhibits pages 29 33 listing exhibits annual report form 10k signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized march 14 2005 chiquita brands international inc fernando aguirre fernando aguirre chairman board president chief executive officer pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities indicated march 14 2005 fernando aguirre fernando aguirre chairman board president chief executive officer principal executive officer morten arntzen director morten arntzen jeffrey benjamin director jeffrey benjamin robert w fisher director robert w fisher roderick hills director roderick hills durk jager director durk jager jaime serra director jaime serra steven p stanbrook director steven p stanbrook john w braukman iii john w braukman iii senior vice president chief financial officer principal financial officer william tsacalis william tsacalis vice president controller chief accounting officer principal accounting officer william tsacalis attorneyinfact authority powers attorney filed annual report form 10k chiquita brands international inc parent company schedule condensed financial information registrant thousands condensed balance sheet chiquita brands international inc parent company schedule condensed financial information registrant thousands condensed statement operations chiquita brands international inc parent company schedule condensed financial information registrant thousands condensed statement cash flow notes condensed financial information 1 since january 2001 cash owned managed cbl acting agent cbii 2 purposes condensed financial statements cbii’s investments subsidiaries accounted equity method 3 additional information regarding cbii’s financial restructuring see note 16 consolidated financial statements included exhibit 13 chiquita brands international inc schedule ii consolidated allowance doubtful accounts receivable thousands chiquita brands international inc schedule ii consolidated change tax valuation allowance thousands chiquita brands international inc index exhibits incorporated referenceitem 15 exhibits financial statement schedules 1 financial statements following consolidated financial statements company accompanying reports independent registered public accounting firm included exhibit 13 page exhibit 13 report independent registered public accounting firm report independent registered public accounting firm consolidated statement income years ended 2005 2004 2003 consolidated balance sheet december 31 2005 2004 consolidated statement shareholders’ equity years ended 2005 2004 2003 consolidated statement cash flow years ended 2005 2004 2003 notes consolidated financial statements 2 financial statement schedules financial statement schedules condensed financial information registrant ii consolidated allowance doubtful accounts receivable consolidated change tax valuation allowance included pages 34 36 pages 37 38 respectively annual report form 10k schedules required related instructions applicable report independent auditors financial statement schedules included consent attached exhibit 23 3 exhibits see index exhibits pages 39 43 listing exhibits annual report form 10k signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized march 1 2006 chiquita brands international inc fernando aguirre fernando aguirre chairman board president chief executive officer pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities indicated march 1 2006 fernando aguirre fernando aguirre chairman board president chief executive officer principal executive officer morten arntzen morten arntzen director jeffrey benjamin jeffrey benjamin director robert w fisher robert w fisher director dr clare hasler dr clare hasler director roderick hills roderick hills director durk jager durk jager director jaime serra jaime serra director steven p stanbrook steven p stanbrook director jeffrey zalla jeffrey zalla senior vice president chief financial officer principal financial officer brian w kocher brian w kocher vice president controller chief accounting officer principal accounting officer brian w kocher attorneyinfact authority powers attorney filed annual report form 10k chiquita brands international inc parent company schedule condensed financial information registrant thousands condensed balance sheet chiquita brands international inc parent company schedule condensed financial information registrant thousands condensed statement operations chiquita brands international inc parent company schedule condensed financial information registrant thousands condensed statement cash flow notes condensed financial information 1 cash owned managed cbl acting agent cbii 2 purposes condensed financial statements cbii’s investments subsidiaries accounted equity method chiquita brands international inc schedule ii consolidated allowance doubtful accounts receivable thousands chiquita brands international inc schedule ii consolidated change tax valuation allowance thousands chiquita brands international inc index exhibits incorporated referenceitem 15 exhibits financial statement schedules 1 financial statements following consolidated financial statements company accompanying reports independent registered public accounting firms included exhibit 13 page exhibit 13 reports independent registered public accounting firms consolidated statements income years ended 2008 2007 2006 consolidated balance sheets december 31 2008 2007 consolidated statements shareholders’ equity years ended 2008 2007 2006 consolidated statements cash flow years ended 2008 2007 2006 notes consolidated financial statements 2 financial statement schedules financial statement schedules icondensed financial information registrant iiconsolidated allowance doubtful accounts receivable consolidated change tax valuation allowance included pages 33 37 pages 38 39 respectively annual report form 10k schedules required related instructions applicable report independent registered public accounting firm financial statement schedules year ended 2008 included page 32 respective consent attached exhibit 231 report independent registered public accounting firm financial statements years ended 2007 2006 included respective consent attached exhibit 232 3 exhibits see index exhibits pages 40 45 listing exhibits annual report form 10k reviewing agreements included exhibits annual report form 10k please remember included provide readers information regarding terms intended provide factual disclosure information parties agreements included exhibits may contain representations warranties one parties applicable agreement representations warranties made solely benefit parties applicable agreement • instances treated categorical statements fact rather way allocating risk one parties statements prove inaccurate • may qualified disclosures made parties connection negotiation applicable agreement disclosures necessarily reflected agreement • may apply standards materiality way different may viewed material investors • made date agreement date dates may specified agreement subject recent developments accordingly representations warranties may describe actual state affairs date made time signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized february 27 2009 chiquita brands international inc fernando aguirre fernando aguirre chairman board president chief executive officer pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities indicated february 27 2009 fernando aguirre chairman board president 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 hasler director dr clare hasler durk jager director durk jager jaime serra director jaime serra steven p stanbrook director steven p stanbrook jeffrey zalla senior vice president chief financial jeffrey zalla officer principal financial officer brian donnan vice president controller chief accounting brian donnan officer principal accounting officer brian donnan attorneyinfact authority powers attorney filed annual report form 10k report independent registered public accounting firm financial statement schedules board directors chiquita brands international inc audits consolidated financial statements effectiveness internal control financial reporting referred report dated february 27 2009 appearing 2008 annual report shareholders chiquita brands international inc report consolidated financial statements incorporated reference annual report form 10k also included audit financial statement schedules listed item 15a2 form 10k opinion financial statement schedules present fairly material respects information set forth therein read conjunction related consolidated financial statements chiquita brands international inc parent company schedule condensed financial information registrant thousands condensed balance sheets chiquita brands international inc parent company schedule condensed financial information registrant thousands condensed statements operations chiquita brands international inc parent company schedule condensed financial information registrant thousands condensed statements cash flow chiquita brands international inc parent company schedule condensed financial information registrant notes condensed financial information registrant 1 cash owned managed chiquita brands llc “cbl” main operating subsidiary company acting agent chiquita brands international inc “cbii” 2 purposes condensed financial statements cbii’s investments subsidiaries accounted equity method 3 cbii paid quarterly cash dividend 010 per share outstanding shares common stock first three quarters 2006 third quarter 2006 company announced suspension dividend beginning payment would paid october 2006 future payments dividends would require approval board directors march 2008 cbii cbl entered new credit facility syndicate bank lenders sixyear 350 million senior secured credit facility “credit facility” credit facility places customary limitations ability cbl subsidiaries incur additional debt create liens dispose assets carry mergers acquisitions make investments capital expenditures well limitations cbl’s ability make loans distributions transfers cbii however payments cbii permitted whether event default exists continuing credit facility routine operating expenses connection company’s normal operations fund certain liabilities cbii including interest payments senior notes convertible notes ii subject continuing event default compliance financial covenants financial needs including payment dividends distributions company’s shareholders b repurchases company’s common stock warrants 4 fourth quarter 2008 company recorded 375 million 374 million aftertax fresh express goodwill impairment charge salads healthy snacks segment included “equity losses earnings subsidiaries” condensed statement operations goodwill impairment result lower operating performance salad business 2008 along slower growth expectations recent negative category volume trends decline market values resulting weakness general economy well financial markets 5 february 12 2008 cbii issued 200 million 425 convertible senior notes due 2016 “convertible notes” approximately 194 million net proceeds used repay subsidiary debt convertible notes pay interest semiannually rate 425 per annum beginning august 15 2008 convertible notes unsecured unsubordinated obligations cbii rank equally existing cbii debt unsecured unsubordinated indebtedness cbii may incur convertible notes convertible initial conversion rate 445524 shares common stock per 1000 principal amount convertible notes equivalent initial conversion price 2245 per share common stock conversion rate subject adjustment based certain dilutive events holders convertible notes may tender notes conversion may 15 august 14 2016 without limitation prior may 15 2016 holders convertible notes may tender notes conversion certain circumstances accordance terms upon conversion convertible notes may settled shares cash combination thereof cbii’s option unless cbii makes “irrevocable net share settlement election” case convertible notes tendered conversion settled cash amount equal principal portion together shares cbii’s common stock extent obligation exceeds principal portion cbii’s intent policy settle conversion convertible notes elected make net share settlement manner set forth cbii initially reserved 118 million shares cover conversions convertible notes beginning february 19 2014 cbii may call convertible notes redemption certain circumstances relating cbii’s common stock trading price 6 september october 2008 cbl completed program repurchase cbii senior notes open market 75 million net proceeds sale atlanta see note 3 consolidated financial statements included exhibit 13 cbl repurchased 55 million principal amount 7 12 senior notes due 2014 36 million principal amount 8 78 senior notes due 2015 although cbl intend resell senior notes purchased senior notes retired therefore included condensed balance sheets “longterm debt due subsidiary” addition cbii separately reports interest expense paid due cbl condensed statements operations “interest expense subsidiary” amounts eliminated consolidation consolidated financial statements included exhibit 13 chiquita brands international inc schedule ii consolidated allowance doubtful accounts receivable thousands chiquita brands international inc schedule ii consolidated change tax valuation allowance thousands chiquita brands international inc index exhibits explained detail item 15 readers note exhibits included provide information terms agreements intended provide information parties agreements executive compensation plans agreements incorporated reference portions exhibits omitted pursuant request confidential treatment omitted portions filed commissionitem 15 exhibits financial statement schedules 1 financial statements following consolidated financial statements company accompanying report independent registered public accounting firm included exhibit 13 2 financial statement schedules financial statement schedules icondensed financial information registrant iiconsolidated allowance doubtful accounts receivable consolidated change tax valuation allowance included pages 29 32 page 33 respectively annual report form 10k schedules required related instructions applicable report independent registered public accounting firm financial statement schedules years ended 2010 2009 2008 included page 28 respective consent attached exhibit 231 3 exhibits see index exhibits pages 34 38 listing exhibits annual report form 10k reviewing agreements included exhibits annual report form 10k please remember included provide readers information regarding terms intended provide factual disclosure information parties agreements included exhibits may contain representations warranties one parties applicable agreement representations warranties made solely benefit parties applicable agreement • treated categorical statements fact rather way allocating risk one parties statements prove inaccurate • may qualified disclosures made parties connection negotiation applicable agreement disclosures necessarily reflected agreement • may apply standards materiality way different may viewed material investors • made date agreement date dates may specified agreement subject recent developments accordingly representations warranties may describe actual state affairs date made time signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized march 4 2011 chiquita brands international inc fernando aguirre fernando aguirre chairman board president chief executive officer pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities indicated march 4 2011 fernando aguirre chairman board president chief fernando aguirre executive officer principal executive officer kerrii b anderson director kerrii b anderson 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 haslerlewis director dr clare haslerlewis jaime serra director jaime serra steven p stanbrook director steven p stanbrook michael b sims senior vice president chief financial michael b sims officer principal financial officer lori ritchey vice president controller chief accounting lori ritchey officer principal accounting officer authority powers attorney filed annual report form 10k report independent registered public accounting firm financial statement schedules board directors chiquita brands international inc audits consolidated financial statements effectiveness internal control financial reporting referred report dated march 4 2011 appearing 2010 annual report shareholders chiquita brands international inc report consolidated financial statements incorporated reference annual report form 10k also included audit financial statement schedules listed item 15a2 form 10k opinion financial statement schedules present fairly material respects information set forth therein read conjunction related consolidated financial statements pricewaterhousecoopers llp cincinnati oh march 4 2011 chiquita brands international inc parent company schedule condensed financial information registrant thousands condensed balance sheets chiquita brands international inc parent company schedule condensed financial information registrant thousands condensed statements operations reclassifications made comparative purposes amounts presented 2008 include 375 million 374 million aftertax goodwill impairment charge salads healthy snacks segment chiquita brands llc main operating subsidiary thousands condensed statements cash flow chiquita brands international inc parent company schedule condensed financial information registrant notes condensed financial information registrant 1 cash owned managed chiquita brands llc “cbl” main operating subsidiary company acting agent chiquita brands international inc “cbii” 2 purposes condensed financial statements cbii’s investments subsidiaries accounted equity method 3 september 2006 board directors suspended payment dividends future payments dividends would require approval board directors cbl’s credit facility places customary limitations ability cbl subsidiaries make loans distributions transfers cbii however payments cbii permitted routine operating expenses connection company’s normal operations fund certain liabilities cbii including interest payments whether event default exists continuing ii subject continuing event default compliance financial covenants financial needs including payment dividends distributions shareholders b repurchases common stock 4 february 12 2008 cbii issued 200 million 425 convertible senior notes due 2016 “convertible notes” approximately 194 million net proceeds used repay subsidiary debt convertible notes pay interest semiannually rate 425 per annum beginning august 15 2008 convertible notes unsecured unsubordinated obligations cbii rank equally existing cbii debt unsecured unsubordinated indebtedness cbii may incur convertible notes convertible initial conversion rate 445524 shares common stock per 1000 principal amount convertible notes equivalent initial conversion price 2245 per share common stock conversion rate subject adjustment based certain dilutive events holders convertible notes may tender notes conversion may 15 august 14 2016 without limitation prior may 15 2016 holders convertible notes may tender notes conversion certain circumstances accordance terms upon conversion convertible notes may settled shares cash combination thereof cbii’s option unless cbii makes “irrevocable net share settlement election” case convertible notes tendered conversion settled cash amount equal principal portion together shares cbii’s common stock extent obligation exceeds principal portion cbii’s intent policy settle conversion convertible notes elected make net share settlement manner set forth cbii initially reserved 118 million shares cover conversions convertible notes beginning february 19 2014 cbii may call convertible notes redemption certain circumstances relating cbii’s common stock trading price 5 company’s convertible notes required accounted two components debt component included “longterm debt” recorded estimated fair value upon issuance similar debt instrument without debtforequity conversion feature ii equity component included “shareholders’ equity” representing estimated fair value conversion feature date issuance separation results debt carried discount compared principal discount accreted carrying value debt component using effective interest rate method expected life convertible notes maturity date effective interest rate debt component years ended december 31 2010 2009 2008 1250 debt equity components convertible notes follows interest expense related convertible notes follows 6 2010 cbl repurchased 11 million 7 12 senior notes 2 million 8 78 senior notes open market small discount 2009 cbl repurchased 28 million 7 12 senior notes 9 million 8 78 senior notes small discount 2008 cbl repurchased 55 million principal amount 7 12 senior notes 36 million principal amount 8 78 senior notes discount open market see note 10 consolidated financial statements included exhibit 13 repurchased senior notes held cbl permitted investments terms senior secured credit facility although cbl intend resell senior notes purchased senior notes retired therefore included condensed balance sheets “longterm debt due subsidiary” addition cbii separately reports interest expense paid due cbl condensed statements operations “interest expense subsidiary” amounts eliminated consolidation consolidated financial statements included exhibit 13 chiquita brands international inc schedule ii consolidated allowance doubtful accounts receivable thousands schedule ii consolidated change tax valuation allowance thousands chiquita brands international inc index exhibits explained detail item 15 readers note exhibits included provide information terms agreements intended provide information parties agreements executive compensation plans agreements incorporated reference portions exhibits omitted pursuant request confidential treatment omitted portions filed commissionitem 15 exhibits financial statement schedules 1 financial statements following consolidated financial statements company accompanying report independent registered public accounting firm included exhibit 13 2 financial statement schedules financial statement schedules icondensed financial information registrant iiconsolidated allowance doubtful accounts receivable consolidated change tax valuation allowance included pages 23 27 annual report form 10k schedules required related instructions applicable report independent registered public accounting firm financial statement schedules years ended 2011 2010 2009 included page 22 respective consent attached exhibit 231 danone jvs financial statements years ended december 31 2011 2010 filed later 180 days december 31 2011 hereby incorporated reference 3 exhibits see index exhibits pages 28 31 listing exhibits annual report form 10k reviewing agreements included exhibits annual report form 10k please remember included provide readers information regarding terms intended provide factual disclosure information parties agreements included exhibits may contain representations warranties one parties applicable agreement representations warranties made solely benefit parties applicable agreement • treated categorical statements fact rather way allocating risk one parties statements prove inaccurate • may qualified disclosures made parties connection negotiation applicable agreement disclosures necessarily reflected agreement • may apply standards materiality way different may viewed material investors • made date agreement date dates may specified agreement subject recent developments accordingly representations warranties may describe actual state affairs date made time signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized february 27 2012 chiquita brands international inc fernando aguirre fernando aguirre chairman board president chief executive officer pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities indicated february 27 2012 sfernando aguirre chairman board president chief fernando aguirre executive officer principal executive officer kerrii b anderson director kerrii b anderson howard w barker jr director howard w barker jr william h camp director william h camp dr clare haslerlewis director dr clare haslerlewis jaime serra director jaime serra jeffrey n simmons director jeffrey n simmons steven p stanbrook director steven p stanbrook michael b sims senior vice president chief financial michael b sims officer principal financial officer lori ritchey vice president controller chief accounting lori ritchey officer principal accounting officer lori ritchey attorneyinfact authority powers attorney filed annual report form 10k report independent registered public accounting firm financial statement schedules board directors chiquita brands international inc audits consolidated financial statements effectiveness internal control financial reporting referred report dated february 27 2012 appearing 2011 annual report shareholders chiquita brands international inc report consolidated financial statements incorporated reference annual report form 10k also included audit financial statement schedules listed item 15a2 form 10k opinion financial statement schedules present fairly material respects information set forth therein read conjunction related consolidated financial statements chiquita brands international inc parent company schedule condensed financial information registrant condensed balance sheets chiquita brands international inc parent company schedule condensed financial information registrant condensed statements operations reclassifications made comparative purposes condensed statements cash flow chiquita brands international inc parent company schedule condensed financial information registrant notes condensed financial information registrant 1 cash owned managed chiquita brands llc cbl main operating subsidiary company acting agent chiquita brands international inc cbii 2 purposes condensed financial statements cbiis investments subsidiaries accounted equity method 3 september 2006 board directors suspended payment dividends future payments dividends would require approval board directors cbls credit facility places customary limitations ability cbl subsidiaries make loans distributions transfers cbii however payments cbii permitted routine operating expenses connection companys normal operations fund certain liabilities cbii including interest payments whether event default exists continuing ii subject continuing event default compliance financial covenants financial needs including payment dividends distributions shareholders b repurchases common stock c certain refinancing activities 4 february 12 2008 cbii issued 200 million 425 convertible senior notes due 2016 convertible notes approximately 194 million net proceeds used repay subsidiary debt convertible notes pay interest semiannually rate 425 per annum beginning august 15 2008 convertible notes unsecured unsubordinated obligations cbii rank equally existing cbii debt unsecured unsubordinated indebtedness cbii may incur convertible notes convertible initial conversion rate 445524 shares common stock per 1000 principal amount convertible notes equivalent initial conversion price 2245 per share common stock conversion rate subject adjustment based certain dilutive events holders convertible notes may tender notes conversion may 15 august 14 2016 without limitation prior may 15 2016 holders convertible notes may tender notes conversion certain circumstances accordance terms upon conversion convertible notes may settled shares cash combination thereof cbiis option unless cbii makes irrevocable net share settlement election case convertible notes tendered conversion settled cash amount equal principal portion together shares cbiis common stock extent obligation exceeds principal portion cbiis intent policy settle conversion convertible notes elected make net share settlement manner set forth cbii initially reserved 118 million shares cover conversions convertible notes beginning february 19 2014 cbii may call convertible notes redemption certain circumstances relating cbii’s common stock trading price company’s convertible notes required accounted two components debt component included longterm debt recorded estimated fair value upon issuance similar debt instrument without debtforequity conversion feature ii equity component included shareholders’ equity representing estimated fair value conversion feature date issuance separation results debt carried discount compared principal discount accreted carrying value debt component using effective interest rate method expected life convertible notes maturity date effective interest rate debt component years ended december 31 2011 2010 2009 1250 debt equity components convertible notes follows december 31 2011 2010 convertible notes ifconverted value exceed principal amount companys common stock price conversion price convertible notes interest expense related convertible notes follows 5 2011 conjunction amendment restatement cbls senior secured credit facility cbiis 8 78 senior notes due 2015 retired purchase 133 million tender offer 103333 par value call remaining 44 million redemption 102958 par value december 2011 50 million 7½ senior notes due 2014 redeemed price 101250 par value plus interest redemption date cbl previously repurchased total 94 million 2010 11 million 2009 28 million 2008 55 million 7½ senior notes 47 million 2010 2 million 2009 9 million 2008 36 million 8 78 senior notes open market small discount see note 10 consolidated financial statements included exhibit 13 repurchased senior notes held cbl permitted investments terms senior secured credit facility 2011 repurchased senior notes retired prior 2011 repurchased senior notes included condensed balance sheets longterm debt due subsidiary related interest expense paid due cbl condensed statements operations interest expense subsidiary amounts eliminated consolidation consolidated financial statements included exhibit 13 amounts previously held cbl premiums fees paid cbl retire 8 78 senior notes portion 7½ senior notes received cbii dividend cbl permitted cbls senior secured credit facility considered fixed charge cbls financial maintenance covenants senior secured credit facility chiquita brands international inc schedule ii consolidated allowance doubtful accounts receivable schedule ii consolidated change tax valuation allowance chiquita brands international inc index exhibits explained detail item 15 readers note exhibits included provide information terms agreements intended provide information parties agreements incorporated reference portions exhibits omitted pursuant request confidential treatment omitted portions filed commissionitem 15 exhibits financial statement schedules 1 financial statements following consolidated financial statements company accompanying report independent registered public accounting firm included exhibit 13 2 financial statement schedules financial statement schedules icondensed financial information registrant iiconsolidated allowance doubtful accounts receivable consolidated change tax valuation allowance included page 31 annual report form 10k schedules required related instructions applicable report independent registered public accounting firm financial statement schedules years ended 2012 2011 2010 included page 24 respective consent attached exhibit 231 danone jvs financial statements years ended december 31 2012 2011 filed later 180 days december 31 2012 hereby incorporated reference 3 exhibits see index exhibits pages 32 35 listing exhibits annual report form 10k reviewing agreements included exhibits annual report form 10k please remember included provide readers information regarding terms intended provide factual disclosure information parties agreements included exhibits may contain representations warranties one parties applicable agreement representations warranties made solely benefit parties applicable agreement • treated categorical statements fact rather way allocating risk one parties statements prove inaccurate • may qualified disclosures made parties connection negotiation applicable agreement disclosures necessarily reflected agreement • may apply standards materiality way different may viewed material investors • made date agreement date dates may specified agreement subject recent developments accordingly representations warranties may describe actual state affairs date made time signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized march 18 2013 chiquita brands international inc edward f lonergan edward f lonergan president chief executive officer pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities indicated march 18 2013 sedward f lonergan president chief executive officer director edward f lonergan principal executive officer kerrii b anderson chairwoman board kerrii b anderson howard w barker director howard w barker jr william h camp director william h camp dr clare haslerlewis director dr clare haslerlewis jaime serra director jaime serra jeffrey n simmons director jeffrey n simmons steven p stanbrook director steven p stanbrook ronald v waters iii director ronald v waters iii brian w kocher senior vice president chief financial officer brian w kocher principal financial officer joseph b johnson vice president controller chief accounting joseph b johnson officer principal accounting officer joseph b johnson attorneyinfact authority powers attorney filed annual report form 10k report independent registered public accounting firm financial statement schedules board directors chiquita brands international inc audits consolidated financial statements effectiveness internal control financial reporting referred report dated march 18 2013 appearing 2012 annual report shareholders chiquita brands international inc report consolidated financial statements incorporated reference annual report form 10k also included audit financial statement schedules listed item 15a2 form 10k opinion financial statement schedules present fairly material respects information set forth therein read conjunction related consolidated financial statements chiquita brands international inc parent company schedule condensed financial information registrant condensed balance sheets chiquita brands international inc parent company schedule condensed financial information registrant condensed statements operations 1 reclassifications made comparative purposes condensed statements comprehensive income condensed statements cash flow chiquita brands international inc parent company schedule condensed financial information registrant notes condensed financial information registrant 1 generally cash owned managed chiquita brands llc cbl main operating subsidiary company acting agent chiquita brands international inc cbii fourth quarter 2012 cbii established bank account facilitate selling available sale investment sold december 2012 january 2013 cash resulting sale transferred cbl bank account closed 2 purposes condensed financial statements cbiis investments subsidiaries accounted equity method 3 september 2006 board directors suspended payment dividends cbiis common stock future payments dividends would require approval board directors many companys debt instruments including 7875 notes abl facility described note 6 7 impose limitations cbiis ability pay dividends common stock 4 february 12 2008 cbii issued 200 million 425 convertible senior notes due 2016 convertible notes approximately 194 million net proceeds used repay subsidiary debt convertible notes pay interest semiannually rate 425 per annum beginning august 15 2008 convertible notes unsecured unsubordinated obligations cbii rank equally existing cbii debt unsecured unsubordinated indebtedness cbii may incur convertible notes convertible initial conversion rate 445524 shares common stock per 1000 principal amount convertible notes equivalent initial conversion price 2245 per share common stock conversion rate subject adjustment based certain dilutive events holders convertible notes may tender notes conversion may 15 august 14 2016 without limitation prior may 15 2016 holders convertible notes may tender notes conversion certain circumstances accordance terms upon conversion convertible notes may settled shares cash combination thereof cbiis option unless cbii makes irrevocable net share settlement election case convertible notes tendered conversion settled cash amount equal principal portion together shares cbiis common stock extent obligation exceeds principal portion cbiis intent policy settle conversion convertible notes elected make net share settlement manner set forth cbii initially reserved 118 million shares cover conversions convertible notes beginning february 19 2014 cbii may call convertible notes redemption certain circumstances relating cbiis common stock trading price companys convertible notes required accounted two components debt component included longterm debt recorded estimated fair value upon issuance similar debt instrument without debtforequity conversion feature ii equity component included shareholders equity representing estimated fair value conversion feature date issuance separation results debt carried discount compared principal discount accreted carrying value debt component using effective interest rate method expected life convertible notes maturity date effective interest rate debt component years ended december 31 2012 2011 2010 1250 debt equity components convertible notes follows december 31 2012 2011 convertible notes ifconverted value exceed principal amount companys common stock price conversion price convertible notes interest expense related convertible notes follows 5 2011 conjunction entering cbls credit facility cbiis 878 senior notes due 2015 retired purchase 133 million tender offer 103333 par value call remaining 44 million redemption 102958 par value december 2011 50 million 7½ senior notes due 2014 redeemed price 101250 par value plus interest redemption date see note 10 consolidated financial statements included exhibit 13 repurchased senior notes held cbl permitted investments terms senior secured credit facility 2011 repurchased senior notes retired prior 2011 repurchased senior notes included condensed balance sheets longterm debt due subsidiary related interest expense paid due cbl condensed statements operations interest expense subsidiary amounts eliminated consolidation consolidated financial statements included exhibit 13 amounts previously held cbl premiums fees paid cbl retire 878 senior notes portion 7½ senior notes received cbii dividend cbl permitted cbls senior secured credit facility considered fixed charge cbls financial maintenance covenants senior secured credit facility 6 february 5 2013 cbii cbl completed offering 425 million 7875 senior secured notes due 2021 7875 notes 7875 notes bear interest 7875 per year payable semiannually arrears february 1 august 1 year beginning august 1 2013 mature february 1 2021 notes issued discount 99274 par resulting effective interest rate 80 february 1 2016 cbii cbl may redeem one occasions 35 aggregate principal amount 7875 notes cash proceeds certain equity sales redemption price 107875 principal amount plus accrued interest provided least 65 original aggregate principal amount 7875 notes remains outstanding redemption also february 5 2016 cbii cbl may redeem portion 7875 notes redemption price 103 principal amount plus accrued interest provided 425 million aggregate principal amount may redeemed year cbii cbl may also redeem 7875 notes described upon change control cbii cbl required make offer purchase notes 101 principal amount plus accrued interest 7875 notes guaranteed senior secured basis cbii cbls existing direct indirect subsidiaries de minimis subsidiaries guaranteed certain future direct indirect domestic subsidiaries 7875 notes secured subject certain exceptions permitted liens first second priority liens substantially domestic assets cbii cbl guarantors see note 13 consolidated financial statements exhibit 13 7 cbii cbl also entered 5year secured assetbased lending facility abl facility concurrently closing 7875 notes offering abl facility maximum borrowing capacity 200 million subject borrowing base calculation based specified advance rates value domestic receivables certain inventory certain domestic machinery equipment potential additional advances foreign receivables abl facility also includes 75 million term loan abl term loan requires approximately 2 million annual repayments commencing april 1 2013 initial borrowing capacity abl facility 112 million including 22 fixed asset subline initial borrowings abl facility 37 million additional capacity used support 21 million letters credit leaving 54 million availability time cbii cbl entered facility abl facility matures earlier february 5 2018 60 days prior maturity convertible senior notes due 2016 unless refinanced abl facility contains fixed charge coverage ratio covenant becomes applicable excess availability defined facility less 10 maximum stated revolver amount thereunder new abl facility also contains covenant requiring cbii subsidiaries maintain substantially cash accounts subject control collateral agent abl facility becomes applicable event default facility occurs continuing b excess availability defined facility less 125 maximum stated revolver amount thereunder facility also contains customary affirmative negative covenants chiquita brands international inc schedule ii consolidated allowance doubtful accounts receivable schedule ii consolidated change tax valuation allowance chiquita brands international inc index exhibits explained detail item 15 readers note exhibits included provide information terms agreements intended provide information parties agreements incorporated reference pursuant rule 406t regulation st interactive data files exhibit 101 hereto deemed filed part registration statement prospectus purposes sections 11 12 securities act 1933 amended deemed filed purposes section 18 securities exchange act 1934 amended otherwise subject liability sections portions exhibits omitted pursuant request confidential treatment omitted portions filed commissionitem 15 exhibits financial statement schedules 1 financial statements following consolidated financial statements company accompanying report independent registered public accounting firm included exhibit 13 2 financial statement schedules financial statement schedule iiconsolidated allowance doubtful accounts receivable consolidated change tax valuation allowance included page 25 annual report form 10k schedules required related instructions applicable report independent registered public accounting firm financial statement schedules years ended 2013 2012 2011 included page 24 respective consent attached exhibit 231 3 exhibits see index exhibits pages 26 28 listing exhibits annual report form 10k reviewing agreements included exhibits annual report form 10k please remember included provide readers information regarding terms intended provide factual disclosure information parties agreements included exhibits may contain representations warranties one parties applicable agreement representations warranties made solely benefit parties applicable agreement • treated categorical statements fact rather way allocating risk one parties statements prove inaccurate • may qualified disclosures made parties connection negotiation applicable agreement disclosures necessarily reflected agreement • may apply standards materiality way different may viewed material investors • made date agreement date dates may specified agreement subject recent developments accordingly representations warranties may describe actual state affairs date made time signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized march 4 2014 chiquita brands international inc edward f lonergan edward f lonergan president chief executive officer signatures power attorney person whose signature appears constitutes appoints rick p frier james e thompson severally true lawful attorneyinfact agent acting alone full power substitution resubstitution name place stead capacities sign amendments annual report form 10k fiscal year ended december 31 2013 file exhibits thereto documents connection therewith sec granting unto said attorneyinfact agent full power authority perform every act thing requisite necessary done connection therewith fully intents purposes person might could person hereby ratifying confirming said attorneyinfact agents persons substitute substitutes may lawfully cause done virtue hereof pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities indicated march 4 2014 sedward f lonergan president chief executive officer director edward f lonergan principal executive officer skerrii b anderson chairwoman board kerrii b anderson showard w barker director howard w barker jr sdr clare haslerlewis director dr clare haslerlewis scraig e huss director craig e huss sjeffrey n simmons director jeffrey n simmons ssteven p stanbrook director steven p stanbrook sronald v waters iii director ronald v waters iii rick p frier executive vice president chief financial officer rick p frier principal financial officer joseph b johnson vice president chief accounting officer joseph b johnson principal accounting officer report independent registered public accounting firm financial statement schedule board directors chiquita brands international inc audits consolidated financial statements effectiveness internal control financial reporting referred report dated march 4 2014 appearing 2013 annual report shareholders chiquita brands international inc report consolidated financial statements incorporated reference annual report form 10k also included audit financial statement schedule listed item 15a2 form 10k opinion financial statement schedule presents fairly material respects information set forth therein read conjunction related consolidated financial statements chiquita brands international inc schedule ii consolidated allowance doubtful accounts receivable schedule ii consolidated change tax valuation allowance chiquita brands international inc index exhibits explained detail item 15 readers note exhibits included provide information terms agreements intended provide information parties agreements incorporated reference portions exhibits omitted pursuant request confidential treatment omitted portions filed commissionitem 15 exhibits financial statement schedules 1 financial statements following consolidated financial statements company accompanying report independent registered public accounting firm included exhibit 13 2 financial statement schedules financial statement schedule iiconsolidated allowance doubtful accounts receivable consolidated change tax valuation allowance included page 49 annual report form 10k schedules required related instructions applicable report independent registered public accounting firm financial statement schedules years ended 2014 2013 2012 included page 18 3 exhibits see index exhibits pages 50 52 listing exhibits annual report form 10k reviewing agreements included exhibits annual report form 10k please remember included provide readers information regarding terms intended provide factual disclosure information parties agreements included exhibits may contain representations warranties one parties applicable agreement representations warranties made solely benefit parties applicable agreement • treated categorical statements fact rather way allocating risk one parties statements prove inaccurate • may qualified disclosures made parties connection negotiation applicable agreement disclosures necessarily reflected agreement • may apply standards materiality way different may viewed material investors • made date agreement date dates may specified agreement subject recent developments accordingly representations warranties may describe actual state affairs date made time signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized march 18 2015 chiquita brands international inc brian w kocher brian w kocher president chief executive officer signatures power attorney person whose signature appears constitutes appoints michael rubinoff darcilo santos severally true lawful attorneyinfact agent acting alone full power substitution resubstitution name place stead capacities sign amendments annual report form 10k fiscal year ended december 31 2014 file exhibits thereto documents connection therewith sec granting unto said attorneyinfact agent full power authority perform every act thing requisite necessary done connection therewith fully intents purposes person might could person hereby ratifying confirming said attorneyinfact agents persons substitute substitutes may lawfully cause done virtue hereof pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities indicated march 18 2015 sbrian w kocher president chief executive officer brian w kocher principal executive officer celso barison director celso barison scarlos bertaco bomfim director carlos bertaco bomfim smichael rubinoff director michael rubinoff sphilip warner director philip warner darcilo santos chief financial officer darcilo santos principal financial officer joseph b johnson vice president chief accounting officer joseph b johnson principal accounting officer report independent registered public accounting firm financial statement schedule board directors chiquita brands international inc audits consolidated financial statements referred report dated march 18 2015 appearing 2014 annual report shareholders chiquita brands international inc report consolidated financial statements incorporated reference annual report form 10k also included audit financial statement schedule listed item 15a2 form 10k opinion financial statement schedule presents fairly material respects information set forth therein read conjunction related consolidated financial statements chiquita brands international inc schedule ii consolidated allowance doubtful accounts receivable schedule ii consolidated change tax valuation allowance chiquita brands international inc index exhibits explained detail item 15 readers note exhibits included provide information terms agreements intended provide information parties agreements incorporated reference portions exhibits omitted pursuant request confidential treatment omitted portions filed commissionitem 15 exhibits financial statement schedules 1 financial statements following consolidated financial statements company accompanying reports independent registered public accounting firms included exhibit 13 page exhibit 13 reports independent registered public accounting firms consolidated statements income years ended 2009 2008 2007 consolidated balance sheets december 31 2009 2008 consolidated statements shareholders’ equity years ended 2009 2008 consolidated statements cash flow years ended 2009 2008 2007 notes consolidated financial statements 2 financial statement schedules financial statement schedules icondensed financial information registrant iiconsolidated allowance doubtful accounts receivable consolidated change tax valuation allowance included pages 32 37 pages 38 39 respectively annual report form 10k schedules required related instructions applicable report independent registered public accounting firm financial statement schedules years ended 2009 2008 included page 31 respective consent attached exhibit 231 report independent registered public accounting firm financial statement schedules year ended 2007 included respective consent attached exhibit 232 3 exhibits see index exhibits pages 40 44 listing exhibits annual report form 10k reviewing agreements included exhibits annual report form 10k please remember included provide readers information regarding terms intended provide factual disclosure information parties agreements included exhibits may contain representations warranties one parties applicable agreement representations warranties made solely benefit parties applicable agreement • treated categorical statements fact rather way allocating risk one parties statements prove inaccurate • may qualified disclosures made parties connection negotiation applicable agreement disclosures necessarily reflected agreement • may apply standards materiality way different may viewed material investors • made date agreement date dates may specified agreement subject recent developments accordingly representations warranties may describe actual state affairs date made time signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized february 26 2010 chiquita brands international inc fernando aguirre fernando aguirre chairman board president chief executive officer pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities indicated february 26 2010 fernando aguirre chairman board president chief fernando aguirre executive officer principal executive officer kerrii b anderson director kerrii b anderson 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 hasler director dr clare hasler durk jager director durk jager jaime serra director jaime serra steven p stanbrook director steven p stanbrook michael b sims senior vice president chief financial michael b sims officer principal financial officer lori ritchey vice president controller chief accounting lori ritchey officer principal accounting officer lori ritchey attorneyinfact authority powers attorney filed annual report form 10k report independent registered public accounting firm financial statement schedules board directors chiquita brands international inc audits consolidated financial statements effectiveness internal control financial reporting referred report dated february 26 2010 appearing 2009 annual report shareholders chiquita brands international inc report consolidated financial statements incorporated reference annual report form 10k also included audit financial statement schedules listed item 15a2 form 10k years ended december 31 2009 2008 opinion financial statement schedules present fairly material respects information set forth therein read conjunction related consolidated financial statements company changed manner accounts convertible debt instruments effective january 1 2009 pricewaterhousecoopers llp cincinnati ohio february 26 2010 chiquita brands international inc parent company schedule condensed financial information registrant thousands condensed balance sheets amounts differ previously reported due adoption new accounting standards related company’s convertible notes described note 5 chiquita brands international inc parent company schedule condensed financial information registrant thousands condensed statements operations amounts differ previously reported due adoption new accounting standards related company’s convertible notes described note 5 amounts presented 2008 include 375 million 374 million aftertax goodwill impairment charge salads healthy snacks segment chiquita brands llc main operating subsidiary chiquita brands international inc parent company schedule condensed financial information registrant thousands condensed statements cash flow chiquita brands international inc parent company schedule condensed financial information registrant notes condensed financial information registrant 1 cash owned managed chiquita brands llc “cbl” main operating subsidiary company acting agent chiquita brands international inc “cbii” 2 purposes condensed financial statements cbii’s investments subsidiaries accounted equity method 3 september 2006 board directors suspended payment dividends future payments dividends would require approval board directors cbl’s credit facility places customary limitations ability cbl subsidiaries make loans distributions transfers cbii however payments cbii permitted routine operating expenses connection company’s normal operations fund certain liabilities cbii including interest payments whether event default exists continuing ii subject continuing event default compliance financial covenants financial needs including payment dividends distributions shareholders b repurchases common stock 4 february 12 2008 cbii issued 200 million 425 convertible senior notes due 2016 “convertible notes” approximately 194 million net proceeds used repay subsidiary debt convertible notes pay interest semiannually rate 425 per annum beginning august 15 2008 convertible notes unsecured unsubordinated obligations cbii rank equally existing cbii debt unsecured unsubordinated indebtedness cbii may incur convertible notes convertible initial conversion rate 445524 shares common stock per 1000 principal amount convertible notes equivalent initial conversion price 2245 per share common stock conversion rate subject adjustment based certain dilutive events holders convertible notes may tender notes conversion may 15 august 14 2016 without limitation prior may 15 2016 holders convertible notes may tender notes conversion certain circumstances accordance terms upon conversion convertible notes may settled shares cash combination thereof cbii’s option unless cbii makes “irrevocable net share settlement election” case convertible notes tendered conversion settled cash amount equal principal portion together shares cbii’s common stock extent obligation exceeds principal portion cbii’s intent policy settle conversion convertible notes elected make net share settlement manner set forth cbii initially reserved 118 million shares cover conversions convertible notes beginning february 19 2014 cbii may call convertible notes redemption certain circumstances relating cbii’s common stock trading price 5 january 1 2009 company adopted new accounting standards related convertible debt instruments required change company’s accounting method convertible notes prior periods adjusted reflect change company’s convertible notes required accounted two components debt component included “longterm debt” recorded estimated fair value upon issuance similar debt instrument without debtforequity conversion feature ii equity component included “shareholders’ equity” representing estimated fair value conversion feature date issuance separation results debt carried discount compared principal discount accreted carrying value debt component using effective interest rate method expected life convertible notes 2016 maturity date effective interest rate debt component years ended december 31 2009 2008 1250 carrying amounts debt equity components convertible notes retrospective application new accounting standards follows interest expense related convertible notes follows effect retrospective application new accounting standards follows income statement data 6 fourth quarter 2008 company recorded 375 million 374 million aftertax fresh express goodwill impairment charge salads healthy snacks segment included “equity losses earnings subsidiaries” condensed statement operations 7 september december 2009 cbl repurchased 38 million principal amount cbii’s senior notes open market small discount consisting 28 million 7 12 senior notes 9 million 8 78 senior notes january february 2010 company repurchased additional 7 million principal amount 7 12 senior notes par value repurchases resulted small extinguishment loss less 1 million net deferred financing fee writeoffs transaction costs september october 2008 cbl repurchased 55 million principal amount 7 12 senior notes 36 million principal amount 8 78 senior notes discount open market see note 10 consolidated financial statements included exhibit 13 2008 senior note repurchases resulted extinguishment gain approximately 14 million net deferred financing fee writeoffs transaction costs repurchased senior notes held cbl permitted investments terms credit facility although cbl intend resell senior notes purchased senior notes retired therefore included condensed balance sheets “longterm debt due subsidiary” addition cbii separately reports interest expense paid due cbl condensed statements operations “interest expense subsidiary” amounts eliminated consolidation consolidated financial statements included exhibit 13 chiquita brands international inc schedule ii consolidated allowance doubtful accounts receivable thousands chiquita brands international inc schedule ii consolidated change tax valuation allowance thousands chiquita brands international inc index exhibits explained detail item 15 readers note exhibits included provide information terms agreements intended provide information parties agreements executive compensation plans agreements incorporated reference portions exhibits omitted pursuant request confidential treatment omitted portions filed commissionitem 15 exhibits financial statement schedules 1 financial statements following consolidated financial statements company accompanying reports independent registered public accounting firm included exhibit 13 page exhibit 13 report independent registered public accounting firm report independent registered public accounting firm consolidated statement income years ended 2006 2005 2004 consolidated balance sheet december 31 2006 2005 consolidated statement shareholders’ equity years ended 2006 2005 2004 consolidated statement cash flow years ended 2006 2005 2004 notes consolidated financial statements 2 financial statement schedules financial statement schedules condensed financial information registrant ii consolidated allowance doubtful accounts receivable consolidated change tax valuation allowance included pages 37 39 pages 40 41 respectively annual report form 10k schedules required related instructions applicable report independent auditors financial statement schedules included consent attached exhibit 23 3 exhibits see index exhibits pages 42 47 listing exhibits annual report form 10k signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized march 7 2007 chiquita brands international inc fernando aguirre fernando aguirre chairman board president chief executive officer pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities indicated march 7 2007 brian w kocher attorneyinfact authority powers attorney filed annual report form 10k chiquita brands international inc parent company schedule condensed financial information registrant thousands condensed balance sheet chiquita brands international inc parent company schedule condensed financial information registrant thousands condensed statement operations chiquita brands international inc parent company schedule condensed financial information registrant thousands condensed statement cash flow notes condensed financial information 1 cash owned managed cbl acting agent cbii 2 purposes condensed financial statements cbii’s investments subsidiaries accounted equity method 3 cbii paid quarterly cash dividend 010 per share outstanding shares common stock first three quarters 2006 third quarter company announced suspension dividend beginning payment would paid october 2006 quarterly cash dividends paid four quarters 2005 chiquita brands international inc schedule iiconsolidated allowance doubtful accounts receivable thousands chiquita brands international inc schedule iiconsolidated change tax valuation allowance thousands chiquita brands international inc index exhibits incorporated referenceitem 15 exhibits financial statement schedules 1 financial statements following consolidated financial statements company accompanying reports independent registered public accounting firm included exhibit 13 page exhibit 13 report independent registered public accounting firm report independent registered public accounting firm consolidated statements income years ended 2007 2006 2005 consolidated balance sheets december 31 2007 2006 consolidated statements shareholders’ equity years ended 2007 2006 2005 consolidated statements cash flow years ended 2007 2006 2005 notes consolidated financial statements 2 financial statement schedules financial statement schedules condensed financial information registrant ii consolidated allowance doubtful accounts receivable consolidated change tax valuation allowance included pages 38 41 pages 42 43 respectively annual report form 10k schedules required related instructions applicable report independent registered public accounting firm financial statement schedules included consent attached exhibit 23 3 exhibits see index exhibits pages 44 49 listing exhibits annual report form 10k signatures pursuant requirements section 13 15d securities exchange act 1934 registrant duly caused report signed behalf undersigned thereunto duly authorized february 28 2008 chiquita brands international inc fernando aguirre fernando aguirre chairman board president chief executive officer pursuant requirements securities exchange act 1934 report signed following persons behalf registrant capacities indicated february 28 2008 brian w kocher attorneyinfact authority powers attorney filed annual report form 10k chiquita brands international inc parent company schedule condensed financial information registrant thousands condensed balance sheets amounts presented differ previously filed annual report form 10k due adoption fsp aug air1 “accounting planned major maintenance activities” see note 4 condensed financial information registrant chiquita brands international inc parent company schedule condensed financial information registrant thousands condensed statements operations amounts presented differ previously filed annual reports form 10k due adoption fsp aug air1 “accounting planned major maintenance activities” see note 4 condensed financial information registrant chiquita brands international inc parent company schedule condensed financial information registrant thousands condensed statements cash flow amounts presented differ previously filed annual reports form 10k due adoption fsp aug air1 “accounting planned major maintenance activities” see note 4 condensed financial information registrant chiquita brands international inc parent company schedule condensed financial information registrant notes condensed financial information registrant 1 cash owned managed cbl acting agent cbii 2 purposes condensed financial statements cbii’s investments subsidiaries accounted equity method 3 cbii paid quarterly cash dividend 010 per share outstanding shares common stock first three quarters 2006 third quarter 2006 company announced suspension dividend beginning payment would paid october 2006 quarterly cash dividends paid four quarters 2005 4 september 2006 financial accounting standards board issued fasb staff position “fsp” aug air1 “accounting planned major maintenance activities” fsp eliminated accrueinadvance method accounting planned major maintenance activities cbii’s subsidiaries used account maintenance twelve previouslyowned ships new standard cbii’s subsidiaries would deferred expenses incurred major maintenance activities amortized fiveyear maintenance interval cbii adopted fsp january 1 2007 prior june sale twelve ships see note 3 consolidated financial statements included exhibit 13 fsp required applied retrospectively adoption resulted insignificant increase beginning retained earnings january 1 2003 cumulative effect change accounting principle ii insignificant adjustments financial statements prior period reflect periodspecific effects applying new accounting principle 5 february 12 2008 subsequent balance sheet date cbii issued 200 million 425 convertible senior notes due 2016 “convertible notes” approximately 194 million net proceeds used repay subsidiary debt convertible notes pay interest semiannually rate 425 per annum beginning august 15 2008 convertible notes unsecured unsubordinated obligations cbii rank equally existing cbii debt unsecured unsubordinated indebtedness cbii may incur convertible notes convertible initial conversion rate 445524 shares common stock per 1000 principal amount convertible notes equivalent initial conversion price 2245 per share common stock conversion rate subject adjustment based certain dilutive events holders convertible notes may tender notes conversion may 15 august 14 2016 without limitation prior may 15 2016 holders convertible notes may tender notes conversion certain circumstances accordance terms upon conversion convertible notes may settled shares cash combination thereof cbii’s option unless cbii makes “irrevocable net share settlement election” case convertible notes tendered conversion settled cash amount equal principal portion together shares cbii’s common stock extent obligation exceeds principal portion cbii’s intent policy settle conversion convertible notes elected make net share settlement manner set forth cbii initially reserved 118 million shares cover conversions convertible notes beginning february 19 2014 cbii may call convertible notes redemption certain circumstances relating cbii’s common stock trading price chiquita brands international inc schedule ii consolidated allowance doubtful accounts receivable thousands chiquita brands international inc schedule ii consolidated change tax valuation allowance thousands chiquita brands international inc index exhibits incorporated reference portions exhibits omitted pursuant request confidential treatment omitted portions filed commission