Overview

The company's profitability for both the quarter and the nine months ended September 30, 2009 improved significantly compared to the year-ago period primarily due to sustainable improvements in the company's North American value-added salad operations and lower borrowing costs. The company's results are subject to significant seasonal variations and interim results are not indicative of the results of operations for the full fiscal year. The company's results during the third and fourth quarters are generally weaker than in the first half of the year due to increased availability of competing fruits and resulting lower banana prices, as well as seasonally lower consumption of salads in the fourth quarter.

For a further description of the challenges and risks facing the company, see the Overview section of "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Part I - Item 1A - Risk Factors" in the company's 2008 Annual Report on Form 10-K and discussion below.

Operations

NET SALES

Net sales for the third quarter of 2009 were $801 million, down 5% from the third quarter of 2008. Net sales for the nine months ended September 30, 2009 were $2.6 billion, down 6% from the year-ago period. The decreases resulted from previously disclosed reductions in foodservice volumes in North American value-added salad operations as a result of discontinuing products and contracts that were not sufficiently profitable and from lower European exchange rates.

OPERATING INCOME

Operating income for the third quarter of 2009 was $23 million compared to an operating loss of $5 million for the third quarter of 2008. Operating income was $166 million and $124 million for the nine months ended September 30, 2009 and 2008, respectively. The improvement in operating income was primarily due to network efficiencies and cost reductions that have resulted in significant, sustainable improvements in North American value-added salad operations. Results in banana operations improved during the third quarter of 2009, but were lower than the previous year for the nine months ended September 30, 2009. Higher local European banana pricing partially offset lower European exchange rates and higher costs due to incremental sourcing and logistics costs related to flooding in Costa Rica and Panama in the fourth quarter of 2008.

REPORTABLE SEGMENTS

The company reports three business segments: Bananas; Salads and Healthy Snacks; and Other Produce. Segment descriptions and results can be found in Note 11 to the Condensed Consolidated Financial Statements. The company does not allocate certain corporate expenses to the reportable segments; these expenses are included in "Corporate" or "Relocation of European headquarters." Intercompany transactions between segments are eliminated.

BANANA SEGMENT - THIRD QUARTER

Net sales for the segment were $472 million and $474 million for the third quarters of 2009 and 2008, respectively. Lower volume in Core Europe (defined below) and lower European exchange rates were offset by higher volume in the Mediterranean and the Middle East and higher local pricing in Core Europe. In North America, banana prices were relatively unchanged from the year-ago quarter, despite a significant decline in fuel surcharges, on slightly higher volume.

Operating income for the segment was $22 million for each of the third quarters of 2009 and 2008.

Banana segment operating income for the third quarter improved due to:

• $13 million from higher local pricing in Europe, the Mediterranean and the Middle East.

• $2 million from higher volume in North America.

These items were partly offset by:

• $6 million from higher sourcing and logistics costs, including $3 million of temporary incremental costs related to flooding in Panama and Costa Rica in the fourth quarter of 2008.

• $5 million from lower volume in Core Europe.

• $3 million from lower European currency exchange rates, after similar currency hedging results and a $5 million improvement related to exchange-driven working capital fluctuations.

The company has simplified the presentation of price and volume data in the Banana segment to be more consistent with its internal analysis following the sale of the company's interest in the Asia JV (defined below). The percentage changes in the company's banana prices in 2009 compared to 2008 were as follows:

                       Q3        YTD
North America 1       (0.2 )%     4.9 %

Core Europe: 2
U.S. dollar basis 3    3.0 %     (3.8 )%
Local currency         9.7 %      7.4 %

The company's banana sales volumes4 (in 40-pound box equivalents) were as follows:

                                        Q3     Q3      %          YTD    YTD      %
   (In millions, except percentages)   2009   2008   Change       2009   2008   Change
   North America                       15.7   15.3      2.6 %     46.9   46.6      0.6 %
   Europe and the Middle East:
   Core Europe 2                        9.8   11.6    (15.5 )%    33.4   36.8     (9.2 )%
   Mediterranean and Middle East 5      5.8    3.6     61.1 %     13.9   10.1     37.6 %

1 North America pricing includes fuel-related and other surcharges.

2 Core Europe includes the 27 member states of the European Union, Switzerland, Norway and Iceland. Bananas are primarily sold in euros in Core Europe.

3 Prices on a U.S. dollar basis exclude the impact of hedging.

4 Volume sold includes all banana varieties, such as Chiquita to Go, Chiquita minis, organic bananas and plantains.

5 Mediterranean markets are mainly European and Mediterranean countries that do not belong to the European Union. Prior period figures include reclassifications for comparative purposes.

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

                                        Q3       Q3       %           YTD      YTD       %
 (Dollars per euro)                    2009     2008    Change        2009     2008    Change
 Euro average exchange rate, spot     $ 1.42   $ 1.51     (6.0 )%    $ 1.35   $ 1.52    (11.2 )%
 Euro average exchange rate, hedged     1.40     1.49     (6.0 )%      1.36     1.49     (8.7 )%

The company has entered into euro put option contracts to reduce the negative cash flow and earnings impact that any significant decline in the value of the euro would have on the conversion of euro-based revenue into U.S. dollars. Put options, which require an upfront premium payment, can reduce the negative cash flow and earnings impact on the company of a significant future decline in the value of the euro, without limiting the benefit of a stronger euro. Foreign currency hedging costs charged to the Condensed Consolidated Statements of Income were $2 million in each of the third quarters of 2009 and 2008. In order to minimize the volatility that changes in fuel prices could have on its operating results, the company also enters into forward contracts for bunker fuel used in its core shipping operations. See Note 5 to the Condensed Consolidated Financial Statements for further information on the company's hedging instruments.

Sale of Interest in Asia Joint Venture

The company has operated in Asia primarily through the Chiquita-Unifrutti joint venture ("Asia JV"), which was primarily engaged in the distribution of fresh bananas and pineapples from the Philippines to markets in the Far and Middle East. In August 2009, the company sold its 50% interests in the Asia JV to its former joint venture partner. In connection with the sale, the company entered into new long-term agreements with the former joint venture partner for
(a) shipping and supply of bananas sold in the Middle East under terms substantially similar to those of the previous joint venture arrangement and
(b) licensing of the Chiquita brand for sales of whole fresh bananas and pineapples in Japan and Korea. As a result, sales and costs of selling Chiquita bananas in the Middle East will now be fully reflected in the company's income statements and the company will receive a more predictable income stream from Japan and Korea. The sale proceeds included $4 million of cash, $58 million in notes receivable over 10 years and certain contingent consideration, of which $12 million is classified as a current asset. Prior to the sale, the company had accounted for its investment in the Asia JV using the equity method. At the August 2009 transaction date, the carrying value of the company's investment in the Asia JV was $52 million. See Note 13 to the Condensed Consolidated Financial Statements for further information.

EU Banana Import Regulation

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

WTO negotiations regarding potential tariff reductions are underway among the parties to the trade dispute. In July 2008, the European Commission reached a tentative agreement to reduce the tariff to €114 per metric ton over 8 years, but declined to finalize that agreement when the "Doha Round" of global trade talks stalled at that time. The parties are now seeking a new negotiated settlement similar to the July 2008 agreement. There can be no assurance that the WTO rulings and negotiations will result in changes to the EU regime, or that any resulting changes will favorably impact the company's results.

SALADS AND HEALTHY SNACKS SEGMENT - THIRD QUARTER

Net sales for the segment were $289 million and $325 million for the third quarters of 2009 and 2008, respectively. The decline in sales primarily resulted from previously disclosed reductions in foodservice volume in North America due to discontinuing products and contracts that were not sufficiently profitable.

Operating income for the segment was $24 million for the third quarter of 2009 compared to an operating loss of $8 million for the third quarter of 2008. The $32 million improvement was primarily due to network efficiencies and cost reductions that have resulted in significant, sustainable improvements in North American value-added salad operations. Year-over-year improvement is expected for the fourth quarter of 2009 compared to 2008 due to the absence of a $375 million goodwill impairment charge recorded in the fourth quarter of 2008 and to continuation of the network efficiencies and cost reductions achieved in 2009. In the remainder of 2009, the company plans to invest in consumer marketing and innovation. The North American salad business also faces seasonally lower consumption in the fourth quarter and competitive pressures from the continuing expansion of private-label products in grocery retail, especially lower-priced products.

Salads and Healthy Snacks segment operating results for the third quarter improved due to:

• $15 million of lower costs primarily from improved network efficiencies.

• $10 million of lower commodity costs for items such as fuel and packaging material.

• $5 million in favorable pricing in North American Salads and Healthy Snacks.

• $3 million in lower selling, general, administrative and innovation costs.

• $2 million of improved results in processed fruit ingredients primarily due to operating cost reductions.

• $1 million in lower operating loss from the expansion of the Just Fruit in a Bottle line of products, the company's fresh fruit smoothie product sold in Europe.

These items were partly offset by:

• $3 million from reduction of volume, primarily in foodservice.

OTHER PRODUCE SEGMENT - THIRD QUARTER

Net sales for the segment were $40 million and $42 million in the third quarters of 2009 and 2008, respectively. Operating loss for the segment was $2 million in the third quarter of 2009 compared to operating income of less than $1 million in the third quarter of 2008. The decrease was due to lower margins and volume on certain produce items, such as melons and grapes. Seasonal advances to growers of other produce were $72 million and $49 million, net of allowances, at September 30, 2009 and 2008, respectively. Seasonal advances, which are generally repaid as produce is sold, typically peak in the first half of the year. A strategy to purchase other produce from independent growers that in earlier years had been produced by owned operations in Chile, as well as higher volumes of certain produce, resulted in the increase in these advances.

BANANA SEGMENT - YEAR-TO-DATE

Net sales for the segment were $1.5 billion and $1.6 billion for the nine months ended September 30, 2009 and 2008, respectively. Lower average European exchange rates and volumes were partially offset by higher local European banana pricing and by higher pricing in North America, where price increases from prior periods were sustained despite a significant decline in fuel surcharges.

Operating income for the segment was $162 million and $171 million for the nine months ended September 30, 2009 and 2008, respectively. Higher local pricing in Europe and higher pricing in North America partially offset lower European exchange rates and higher purchased fruit costs as a result of temporary additional costs that resulted from flooding in Panama and Costa Rica in the fourth quarter of 2008. This flooding affected approximately 1,300 hectares (3,200 acres) of the company's owned production, as well as the production of certain of the company's independent growers. In the nine months ended September 30, 2009, the company incurred $25 million of temporary incremental costs related to the flooding, as a result of purchasing replacement banana volume and fixed costs that were not recovered; the company incurred $8 million of temporary incremental costs in the fourth quarter of 2008. Affected areas are expected to return to normal production in 2010. Operating results also reflect a

continuing trend of higher purchased fruit sourcing costs, as a result of both higher costs under banana purchase contracts and increases in government-imposed exit prices in banana producing countries.

Banana segment operating income for the nine-month period declined due to:

• $48 million from lower average European currency exchange rates, after $15 million in favorable currency hedging results and a $3 million improvement in translation gains related to exchange-driven working capital fluctuations.

• $40 million higher sourcing and logistics costs, including $25 million from temporary incremental costs related to flooding in Panama and Costa Rica in the fourth quarter of 2008.

• $8 million from lower volume in Core Europe, as the company chose not to renew contracts for low-margin sales, particularly in the UK and France.

• $2 million increase in allowances for trade receivables.

These items were partly offset by:

• $43 million from higher pricing in Europe, the Mediterranean and the Middle East.

• $26 million from higher pricing in North America.

• $10 million from higher pricing and volumes in Asia as well as favorable Yen exchange rates, prior to the sale of the company's interest in the Asia JV.

• $7 million from lower brand support, mainly in Europe.

• $4 million pre-tax gain from the January 2009 sale of the company's operations in the Ivory Coast. (An additional income tax benefit related to the sale is included in "Income tax benefit" in the Condensed Consolidated Statements of Income.)

Further information on the company's banana pricing and volume for the nine months ended September 30, 2009 and 2008 is included in the Banana Segment - Third Quarter section above.

Foreign currency hedging benefits included in the Condensed Consolidated Statements of Income were $2 million for the nine months ended September 30, 2009 compared to costs of $13 million for the nine months ended September 30, 2008. Information on average spot and hedge euro exchange rates is included in the Banana Segment - Third Quarter section above.

SALADS AND HEALTHY SNACKS SEGMENT - YEAR-TO-DATE

Net sales for the segment were $875 million and $1.0 billion for the nine months ended September 30, 2009 and 2008, respectively. The decline in sales primarily resulted from previously disclosed reductions in foodservice volume in North America due to discontinuing products and contracts that were not sufficiently profitable.

Operating income for the segment was $67 million for the nine months ended September 30, 2009 compared to an operating loss of $11 million for the nine months ended September 30, 2008, primarily due to network efficiencies and cost reductions that have resulted in significant, sustainable improvements in North American value-added salad operations.

Salads and Healthy Snacks segment operating results for the nine-month period improved due to:

• $40 million of lower costs primarily from improved network efficiencies.

• $26 million of lower commodity inputs, such as fuel and packaging material costs.

• $6 million of lower selling, general, administrative and innovation costs.

• $6 million in favorable pricing in North American Salads and Healthy Snacks.

• $5 million in lower operating loss from the expansion of the Just Fruit in a Bottle line of products.

These items were partly offset by:

• $9 million from reduction of volume, primarily in foodservice.

OTHER PRODUCE SEGMENT - YEAR-TO-DATE

Net sales for the segment were $209 million and $196 million for the nine months ended September 30, 2009 and 2008, respectively. Operating income for the segment was $5 million and $8 million for the nine months ended September 30, 2009 and 2008, respectively. The decrease was due to lower margins and volume on certain produce items, such as melons and grapes.

CORPORATE

The company's corporate expenses were $19 million and $17 million for the third quarters of 2009 and 2008, respectively, and $57 million and $43 million for the nine months ended September 30, 2009 and 2008, respectively. Corporate expenses increased primarily due to increased incentive compensation accruals, self-insured healthcare costs, legal fees and costs associated with incremental workforce reductions during the first quarter in 2009.

OTHER INCOME

During the third quarter of 2008, the company recognized $10 million of a total $14 million gain from its September and October 2008 repurchases of Senior Notes with proceeds from the sale of Atlanta. During the second quarter of 2008, the company recognized $9 million of other income, or $6 million net of income tax, from the resolution of claims and receipt of refunds of certain non-income taxes paid between 1980 and 1990 in Italy.

RELOCATION OF EUROPEAN HEADQUARTERS

In late October 2008, the company committed to relocate its European headquarters from Belgium to Switzerland to optimize its long-term tax structure. The relocation affected approximately 100 employees and was substantially complete at September 30, 2009. The relocation did not affect employees in sales offices, ports and other field offices throughout Europe. Through September 30, 2009, the company recorded aggregate costs of $18 million, of which $2 million were incurred in the third quarter of 2009, $4 million in the second quarter of 2009, $5 million in the first quarter of 2009, $5 million in the fourth quarter of 2008 and $2 million prior to the company's commitment to the relocation plan. The company expects remaining relocation costs will be less than $1 million and will be incurred in the fourth quarter of 2009. See Note 2 to the Condensed Consolidated Financial Statements for further description.

INTEREST

Interest expense was $15 million and $18 million for the third quarters of 2009 and 2008, respectively. Interest expense was $47 million and $64 million for the nine months ended September 30, 2009 and 2008, respectively. Interest expense includes $9 million in the first quarter of 2008 for the write-off of deferred financing fees as a result of refinancing the company's credit facility. The remainder of the decrease in interest expense relates primarily to reductions in debt.

As described in Note 4 to the Condensed Consolidated Financial Statements, the company repurchased $25 million of its Senior Notes in the open market in September 2009 and an additional $6 million in October 2009, resulting in a small loss as a result of related deferred financing fee write offs. The company expects $3 million in annual interest savings as a result of these repurchases.

Effective January 1, 2009, the company adopted new accounting standards for convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement), which retrospectively changed the accounting method for the company's $200 million of 4.25% Convertible

Senior Notes due 2016. The new accounting standards required the company to decrease the carrying amount of the debt and to increase interest expense and equity. Incremental interest expense as a result of the adoption was $2 million in each of the third quarters of 2009 and 2008, and $5 million and $4 million for the nine months ended September 30, 2009 and 2008, respectively; however, this does not change the amount of cash paid for interest. See Note 4 to the Condensed Consolidated Financial Statements for a full description of the impact of these new accounting standards related to accounting for the Convertible Notes.

INCOME TAXES

The company's effective tax rate varies from period to period due to the level and mix of income generated in its various domestic and foreign jurisdictions and due to the seasonality of the business. The company has not historically generated U.S. federal taxable income on an annual basis; however, the company generated U.S. federal taxable income for the quarter and nine months ended September 30, 2009, which was fully offset by the utilization of net operating loss carryforwards ("NOLs"). Even though NOLs have been utilized in these interim periods, the company's remaining NOLs continue to have full valuation allowances. A substantial portion of the company's taxable earnings are from foreign operations being taxed in jurisdictions at a net effective rate lower than the U.S. statutory rate. No U.S. taxes have been accrued on foreign earnings because those earnings have been or are expected to be permanently invested in foreign operating assets.

In total, income taxes were a net expense of $4 million for the third quarter of 2009 and a net benefit of $4 million for the third quarter of 2008, including gross income tax benefits of $1 million and $4 million, respectively. Income taxes were a net expense of $5 million and $2 million in the nine months ended September 30, 2009 and 2008, respectively, including $9 million and $9 million of gross income tax benefits, respectively. Approximately $4 million of the gross income tax benefits for the nine months ended September 30, 2009 related to the sale of the company's operations in the Ivory Coast in the first quarter of 2009. The remainder of the gross income tax benefits in the second and third quarters and nine months ended 2009 and 2008 primarily resulted from the resolution of tax contingencies in various jurisdictions. See Note 8 to the Condensed Consolidated Financial Statements for further discussion of income taxes.

Financial Condition - Liquidity and Capital Resources

The company believes that its cash position, cash flow generated by operating subsidiaries and borrowing capacity will provide sufficient cash reserves and liquidity to fund the company's working capital needs, capital expenditures and debt service requirements for the next twelve months and thereafter.

At September 30, 2009, the company had total cash and equivalents of $176 million, comprised of either bank deposits or amounts invested in money market funds, and $128 million of available borrowing capacity under its revolving credit facility. The company borrowed $38 million in the first quarter of 2009 under the revolving credit facility for normal seasonal working capital needs and repaid the full balance in the second quarter of 2009. The company is in compliance with the financial covenants of its credit facility and expects to remain in compliance for at least twelve months from the date of this filing. In addition, the company has no mandatory debt maturities of more than $20 million in any year until 2014. See Note 4 of the Condensed Consolidated Financial Statements for further description of the company's debt agreements and financing activities.

A subsidiary of the company has a €12 million ($18 million) uncommitted credit line for bank guarantees to be used primarily for payments due under import licenses and duties in European Union

countries. At September 30, 2009, the company had an equal amount of cash equivalents in a compensating balance arrangement related to this uncommitted credit line.

Cash flow from operations was $164 million and $46 million for the nine months ended September 30, 2009 and 2008, respectively. The improvement from the prior period was primarily due to stronger earnings and reduced investments in working capital.

Capital expenditures were $39 million and $32 million for the nine months ended September 30, 2009 and 2008, respectively. As previously disclosed, the company expects to increase its expected capital expenditures for the full year 2009 compared to 2008 by approximately $15 million primarily in order to rebuild and repair levees and other farm and port infrastructure that were damaged by an earthquake in Honduras and Guatemala in May 2009, $5 million of which was expended in the third quarter of 2009, primarily to complete reconstruction and repair of the affected levees. The company expects to recover a portion of these investments from insurance proceeds. The operations of these farms and ports were not significantly affected by the earthquake.

At current fuel prices the company also has significant obligations under its . . .