chiquita brands international 2006annual

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chiquita brands international 2006annual

  1. 1. C H I Q U I TA B R A N D S I N T E R N AT I O N A L , I N C . 2 0 0 6 A N N U A L R E P O R T healthy convenient fresh chiquita
  2. 2. F I N A N C I A L H I G H L I G H TS Chiquita Brands International, Inc. (NYSE: CQB) is a leading international marketer and distributor of high-quality fresh and value-added food products – from energy-rich bananas and other fruits to nutritious blends of convenient green salads. The company’s products and services are designed to win the hearts and smiles of the world’s consumers by helping them enjoy healthy fresh foods. The company markets its products under the Chiquita® and Fresh Express® premium brands and other related trademarks. Chiquita employs approximately 25,000 people operating in more than 70 countries worldwide. Additional information is available at www.chiquita.com and www.freshexpress.com. $188 $1,029 $223 $997 $113 $94 $349 $15 ($28) 04 05 06 04 05 06 12.31.04 12.31.05 12.31.06 O P E RAT I N G I N CO M E ( LOSS ) CAS H F LOW TOTA L D E BT F R O M O P E RAT I O N S (in millions) (in millions) (in millions) (In millions, except per share amounts) 2006 2005* 2004 I N CO M E STAT E M E N T DATA Net sales $ 4,499 $ 3,904 $ 3,071 Operating income (loss) (28) 188 113 Net income (loss) (96) 131 55 Diluted per share net income (loss) (2.28) 2.92 1.33 Shares used to calculate diluted EPS 42.1 45.1 41.7 CAS H F LOW DATA Cash flow from operations $ 15 $ 223 $ 94 Capital expenditures 61 43 43 Dec 31, 2006 Dec 31, 2005 Dec 31, 2004 BA LA N C E S H E ET DATA Cash and cash equivalents $ 65 $ 89 $ 143 Total assets 2,739 2,833 1,780 Shareholders’ equity 871 994 839 * The company’s Consolidated Income Statement includes the operations of Fresh Express from the June 28, 2005, acquisition date to the end of the year.
  3. 3. L E T T E R F R O M C H A I R M A N & C EO We are encouraged by a promising 01 future, as we reach to achieve our vision as an innovative global leader in branded, healthy, fresh foods. D E A R S TA K E H O L D E R S , 2006 was a difficult, transitional year for Chiquita. We achieved a number of operational and strategic targets and made progress towards achieving our vision of becoming an innovative global leader in branded, healthy, fresh foods. However, we also faced many challenges during the year. We faced these head-on and have recently begun to recover, but these factors had a significant impact on our overall financial performance. W E D E L I V E R E D T H E FO L LO W I N G R E S U LT S I N 2 0 0 6 : Net sales grew by 15 percent to a new record of $4.5 billion. The increase in annual sales A D D R ESS I N G I N D UST RY W I D E CHALLENGES THROUGHOUT 2006 reflects the positive full-year impact of the We were not satisfied with our results in 2006, acquisition of Fresh Express in mid-year 2005. a year in which we faced what many investors We incurred an operating loss of $28 million, called a “perfect storm.” We confronted significant compared to operating income of $188 million headwinds from higher tariffs and increased com- in 2005 and a net loss of $96 million, or petition in the E.U. banana market, U.S. consumer ($2.28) per diluted share, compared to net concerns about the safety of fresh spinach, higher income of $131 million the prior year. industry costs and other competitive pressures. Operating cash flow was $15 million, compared However, we firmly believe our 2006 results are to $223 million in 2005, reflecting the decline not indicative of the underlying strengths of in operating income. Chiquita’s business or our long-term potential. 2 0 0 6 A N N U A L R E P O R T C H I Q U I TA B R A N D S I N T E R N AT I O N A L , I N C .
  4. 4. L E T T E R F R O M C H A I R M A N & C EO 02 In September, the fresh-cut industry was affected by an E. coli outbreak that has had a negative impact on U.S. consumer confidence. The U.S. Food and Drug Administration’s investigation of this outbreak did not link any confirmed cases of illness to the company’s products. In fact, Fresh Express has a stellar food-safety record for the At the beginning of 2006, the European 19 years during which we have produced retail Commission imposed a tariff rate of ¤176 per value-added salads. Nevertheless, we estimate metric ton of bananas imported from Latin that operating results were $21 million lower in America, up from ¤75 per metric ton, and our Fresh Cut segment due to reduced sales and eliminated the volume quota that previously decreased margins as consumption of packaged applied to Latin American banana imports. This salads declined. Although we have been rebounding unilateral regulatory change resulted in a net faster than others in the category, we believe the increase of $75 million in higher tariff costs to impact on consumer confidence is likely to con- Chiquita and contributed to a decline of tinue to negatively affect our Fresh Cut segment $110 million in banana pricing in core European results through at least the third quarter 2007. markets. As expected, several Latin American governments have strongly objected to the Our costs for fuel, fruit, ship charters, paper and current E.U. banana regime as illegal. In March resin increased by $54 million in 2006, reflecting 2007, Ecuador’s request for an arbitration increases affecting the entire industry. In addition, panel under expedited Article 21.5 World Trade we recorded a one-time, noncash charge of $43 Organization procedures was approved, and million related to goodwill impairment at Atlanta a ruling is expected late in 2007. While such a AG, our German fresh produce distributor, and a challenge does not guarantee success, we $25 million reserve for settlement of a previously believe the Latin Americans have strong legal disclosed investigation by the U.S. Department arguments and, this challenge has the potential of Justice. Lastly, to enhance financial flexibility, to lead Europe to negotiate a lower tariff rate or we suspended Chiquita’s quarterly cash dividend other constructive changes to the current regime. in September. C H I Q U I TA B R A N D S I N T E R N AT I O N A L , I N C . 2 0 0 6 A N N U A L R E P O R T
  5. 5. HEADLINE: sep “Latin American 14 06 banana- producing countries reject new EU tariff” XINHUA GENERAL NEWS SERVICE At the beginning of 2006, the European Commission imposed a tariff rate of ¤176 per metric ton of bananas imported from Latin America, up from ¤75 per metric ton, and eliminated the volume quota that previously applied to Latin American banana imports. This unilateral regulatory change resulted in higher tariff costs to Chiquita and contributed to a decline in banana pricing in core European markets. As expected, several Latin American governments have strongly objected to the current E.U. banana regime as illegal. In March 2007, Ecuador’s request for an arbitration panel under expedited World Trade Organization procedures was approved, and a ruling is expected late in 2007.
  6. 6. HEADLINE: oct “Fresh Express 23 06 leads the pack in produce safety” U S A T O D AY – J U L I E S C H M I T We are committed to bringing healthy, safe products to consumers, and food safety has always been our No. 1 priority. As an example of our leadership, we formed an independent scientific advisory panel in May 2006 to further explore how food-safety practices might be enhanced. In fact, we committed $2 million to fund nine innovative research projects recommended by this panel in an effort to better understand and mitigate the threat posed by E. coli O157:H7 in lettuce and leafy greens. We plan to share any research findings as widely as possible to stimulate the development of advanced safeguards within the fresh-cut industry.
  7. 7. L E T T E R F R O M C H A I R M A N & C EO 05 D E L I V E R I N G I N N O V AT I V E , H I G H E R - M A R G I N P R O D U CTS Our company is enhancing its leadership position in branded, healthy, fresh foods by focusing on meeting consumer needs with differentiated, value-added products and making them more available to consumers. Despite these challenges, we sustained our Fresh Express expanded its market leadership leadership position in the premium-quality segment in retail value-added salads, growing its dollar of the European banana market, expanding share to approximately 48 percent in 2006, sales of Chiquita-brand bananas by 4 percent, compared to approximately 43 percent in and maintained all of our significant customer 2005. Fresh Express successfully introduced relationships in Europe. Banana pricing in North 12 new higher-margin products during 2006, America continued to improve, generating an including “Sweet Butter” and “5 Lettuce Mix” additional $21 million in 2006 income. Further, salad blends. These two salad blends were our Fresh Express business expanded its market the top two new items across all categories leadership position, while strengthening introduced in U. S. supermarkets in the third Chiquita’s reputation for food safety. quarter, beating out all new products from other leading brands such as Pepsi, Frito-Lay, We are encouraged by a promising future. Our Kraft and Campbell Soup. vision is to enhance our position as an innovative global leader in branded, healthy, fresh foods. Chiquita minis are also achieving success. We aim to double revenue from our 2005 base and These higher-margin “baby” bananas meet more than double profitability during the next five consumer needs for healthy, portable snacks. years. To achieve this goal, we are focused on two We are currently serving several large retail key objectives: to pursue profitable growth by customers in North America. Following a delivering innovative, higher-margin products successful market test in Finland, we are and to build a high-performance organization. expanding across Europe in 2007. 2 0 0 6 A N N U A L R E P O R T C H I Q U I TA B R A N D S I N T E R N AT I O N A L , I N C .
  8. 8. L E T T E R F R O M C H A I R M A N & C EO 06 Chiquita Apple Bites remain the No. 1 brand of sliced apples in the United States with a 49 percent value share at year-end. We continue to expand distribution aggressively, both at retail, where we have increased distribution to about 38 percent, and through our quick- service restaurant partners. In March 2007, Subway began offering co-branded Chiquita Apple Bites nationally, expecting to reach more than 14,500 restaurants in 2007. These are just some of the new, innovative higher- Chiquita Just Fruit in a Bottle, a line of all- margin products Chiquita is introducing, and we natural chilled fruit smoothies, has excelled see significant opportunity to expand our offerings in its initial European market introduction in and profitability by meeting consumer demand Belgium last June. This product is available at for healthy, on-the-go, fresh foods. Throughout major grocery retailers, as well as in various 2007, more innovative products like these will out-of-home channels. After only six months, be tested and introduced into the marketplace. Just Fruit in a Bottle is the leading fresh smoothie in Belgium with 70 percent distribution among B U I L D I N G A H I G H - P E R FO R M A N C E major retailers. O R G A N I Z AT I O N Chiquita to Go, single Chiquita bananas in pro- Our second key objective is to continue to build prietary packaging that keeps bananas perfectly a high-performance organization. This means ripe for seven days or more, has generated optimizing our efforts to become a consumer- tremendous enthusiasm. This packaging inno- centric and customer-preferred company. For vation enables us to reach consumers through example, we are working to make value-selling new higher-margin convenience outlets. At a key capability across our organization. We year-end, Chiquita to Go was already in more continue to excel in cold-chain management, than 8,000 outlets, and we will significantly lead with innovation and technology to expand increase the size of this business in 2007, as margins, and apply best-in class people practices we add new distribution points every month. across Chiquita. C H I Q U I TA B R A N D S I N T E R N AT I O N A L , I N C . 2 0 0 6 A N N U A L R E P O R T
  9. 9. HEADLINE: jan “Want fast food? 08 06 Now you can have fast fruit” T U CS O N C I T I Z E N – B R U C E H O R OV I TZ Our products are the perfect fit to address consumers’ needs for health, convenience and great taste. Chiquita is enhancing its leadership position in branded, healthy, fresh foods by focusing on meeting consumer needs with value-added products and making them more available to consumers. To help parents find easy ways to incorporate fruits into their children’s diets and meet the USDA’s recommended two cups of fruit a day, we have introduced smaller and pre-packaged snack options. Chiquita minis and Chiquita Apple Bites are excellent examples of ready- to-eat choices for parents that are ideal for lunchboxes and snack time.
  10. 10. HEADLINE: aug “A recipe 31 06 for profits” T H E I R I S H T I M E S – B Y A L I S O N H E A LY To achieve our vision as an innovative global leader in branded, healthy, fresh foods, we are focused on two key objectives: to pursue profitable growth by delivering innovative, higher-margin products and to build a high-performance organization. We believe we made a great deal of progress in both areas during 2006, and we are prepared to further take advantage of these opportunities in 2007. We are building a steady stream of innovations, transitioning from a commodity focus to profitable value-added products with higher margins, while expanding into adjacent product categories. Chiquita is on the right path to profitable, sustainable growth.
  11. 11. L E T T E R F R O M C H A I R M A N & C EO 09 achieved our target of a $20 million run-rate in acquisition synergies within 18 months of acquiring Fresh Express, in half the time we had committed. We expect to make further progress and have set a goal to deliver an additional $40 million in gross cost savings in 2007. We are focused on becoming a customer-preferred company by excelling in category management, product quality, customer service and in-store execution. In fact, Progressive Grocer magazine For example, in September 2006, we announced recognized Chiquita and Fresh Express as that we were exploring strategic alternatives “Category All-Stars” in 2006 for exceptional for the sale and long-term management of our category management, honoring companies that ocean shipping operations. We believe there is have been Category Captains in at least five of the an opportunity to enhance shareholder value last 10 years. while maintaining high quality and competitive long-term operating costs by partnering with A D D I N G L E A D E R S H I P TA L E N T expert shipping service providers that can grow with We have made enhancements to our management Chiquita. Potential opportunities such as these team to support our goal to grow Chiquita into an will allow us to focus our efforts and resources innovative global leader in branded, healthy, fresh even more on strengthening customer relationships foods. James Thompson now serves as our general and generating capital, which will primarily be counsel and secretary with responsibility for used to reduce debt, as well as to invest in new Chiquita’s global law department. We appointed growth opportunities. Vanessa Vargas-Land to serve as our chief com- We are continuously evaluating how to make our pliance officer, as we continue our commitment business more efficient and drive synergies. We to full regulatory compliance and transparency in exceeded our cost savings and synergy targets all of our activities. Additionally, we named two in 2006, achieving $47 million in gross cost newly created global product leader positions to savings across our tropical production and supply better manage our pipeline of innovative products chain, which mitigated some of the cost increases across all segments and develop a growth platform affecting the entire industry. In addition, we for our key products on a global basis. 2 0 0 6 A N N U A L R E P O R T C H I Q U I TA B R A N D S I N T E R N AT I O N A L , I N C .
  12. 12. L E T T E R F R O M C H A I R M A N & C EO 10 We are also integrating the strengths of our Chiquita and Fresh Express sales teams to better leverage our value-selling capability and have already begun producing results. We are pleased that Mike Holcomb has joined our management team as vice president of corporate sales and customer development to lead this effort. M OV I N G TOWA R D A ST R O N G F U T U R E Individually and as a team, we have ensured I have confidence that Chiquita is on the right that our management is well-prepared to grow path to return to profitable, sustainable growth. our businesses profitably through innovation and We are focused on diversification and innovation build a high-performance organization. Consistent to ensure we capitalize on opportunities to with our deep commitment to innovation, 2007 strengthen our business and brand. Our team is marks the first year that a portion of our man- working together to share new product ideas and agement team’s incentive compensation will be create efficiencies and profitable growth across our based on achieving certain revenue targets for operation. We believe the strategic initiatives we new higher-margin products. are executing will revitalize our company in 2007. I want to thank our employees for their tremendous dedication to Chiquita in leading this effort. I am confident we will successfully transform Chiquita into an innovative global leader in branded, healthy, fresh foods, and I look forward to updating you on our progress as we move through the year. F E R N A N D O AG U I R R E Chairman & Chief Executive Officer April 12, 2007
  13. 13. Chiquita has a clear vision, focused on innovation with higher- margin products that fit perfectly with consumer needs for healthy, convenient and fresh foods.
  14. 14. 13 F R ES H EX P R ES S® SALADS Fresh Express is the U.S. market leader, providing convenient, fresh and healthy salads to more than 20 million consumers each week. Drawing on up to 25 varieties of fine lettuces and greens for nutritious salad creations, Fresh Express offers more than 50 different salad products. healthy Fresh Express continued to successfully introduce new higher- margin products, 12 in all during 2006, including “Sweet Butter” and “5 Lettuce Mix” salad blends, which are high in vitamin A, vitamin C and iron. convenient The pioneer of the retail packaged salad category and the first to market ready-to-eat salads nationwide, Fresh Express provides consumers with convenient, everyday gourmet salads. fresh Our innovative supply chain delivers a difference you can taste. To ensure the freshest products available, we tenderly rush lettuces from the field to coolers within four hours of harvest. Our salads are thoroughly washed, rinsed and gently dried, then sealed in patented Keep Crisp™ breathable bags to ensure just-picked freshness without preservatives.
  15. 15. 14 C H I Q U I TA M I N I S ® Chiquita minis – baby bananas sold in clusters of six or seven fingers per bag – are a good example of a new product that’s driving incremental sales and profitability by offering consumers quick, portable and healthy snacks. healthy With the same great nutritional value as regular bananas, these quick, easy snacks are a favorite with moms and kids alike. convenient The smaller size makes Chiquita minis attractive to children and easier to carry in a lunchbox or a briefcase – when a little is exactly enough! fresh With the same premium quality of traditional Chiquita bananas, Chiquita minis are known to be even a little bit sweeter.
  16. 16. C H I Q U I TA 17 A P P L E B I T ES™ Chiquita Apple Bites – crispy apple slices that are perfect to include in a lunchbox or as an after-school snack are the No. 1 brand of sliced apples in U. S. grocery stores, with a 49 percent value share. healthy With no artificial flavors or colors, Chiquita Apple Bites are a healthy, ready-to-eat fruit snack. convenient Chiquita has made it easy for consumers to enjoy scrumptious, natural fruit anytime, anywhere. fresh Our sweet red or tangy green Chiquita Apple Bites are picked at the peak of ripeness to ensure the best flavor and then are carefully cleaned and packaged in a specially designed snack-size bag to lock in the juicy apple crunch.
  17. 17. 18 JUST FRUIT I N A B OT T L E™ Chiquita’s Just Fruit in a Bottle offers European consumers a new way to enjoy fresh fruits. These nondairy smoothies are a chilled mix of fresh fruits and freshly squeezed juice in three flavors: strawberry-banana, banana-pineapple-orange and mango-passion fruit. healthy We have just put whole fruits into a bottle and added nothing else: no additives, no preservatives and no added sugar. Pure fruit, pure pleasure! convenient Chiquita Just Fruit in a Bottle brings the natural goodness of fresh fruits to European retail outlets in a single-serve bottle that consumers can enjoy at any time or place. fresh The intense natural fruit taste and the rich texture make Chiquita Just Fruit in a Bottle delicious, while the fresh fruit ingredients make it a nutritious, healthy snack.
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  19. 19. C H I Q U I TA TO G O® 21 BANANAS Our single Chiquita bananas are packed in conveniently sized boxes sealed with a proprietary patch that perfectly regulates air flow, enabling a longer shelf life and distribution through nontraditional and higher-margin retail outlets. At year-end, Chiquita to Go was in more than 8,000 outlets, and we will significantly increase the size of this business in 2007. convenient Using proprietary packaging technology that keeps bananas at their peak of ripeness for more than seven days, Chiquita to Go brings healthy, fresh fruit to consumers every day of the week, any time of day. healthy Chiquita bananas are vitamin-rich, heart-healthy and perfectly fat-free. In fact, a single Chiquita banana supplies 20 percent and 11 percent of the U.S. Recommended Daily Allowances of vitamin B6 and potassium, respectively. fresh Selected for their ideal size, color, shape and ripeness, Chiquita to Go bananas are perfectly ripe every day of the week and offer a healthy alternative snack to consumers.
  20. 20. E V E N M O R E I N N O VAT I V E P R O D U CTS These are just some of the new, innovative higher-margin products Chiquita is 22 introducing, and we see significant opportunity to expand our offerings and profitability by meeting consumer demand for healthy, on-the-go, fresh foods. Throughout 2007, more innovative products like these will be tested and introduced into the marketplace. Chiquita Fresh & Ready™ Chiquita Fresh & Ready offers bananas that stay fresh for twice as long as regular bananas. Taking the Chiquita to Go technology from the convenience store to the produce department at your local grocer, Chiquita Fresh & Ready provides consumers a convenient, healthy snack at home. At year-end 2006, Chiquita Fresh & Ready was in test with several major retailers in three U.S. states. Chiquita Fruit Bar Chiquita Fruit Bar offers a wide array of high-quality Chiquita fresh produce and tasty fruit-based drinks that are made on demand in a fun and friendly retail atmosphere. A natural extension to meet consumers’ needs for healthy and convenient food choices, Chiquita Fruit Bar continues to build our brand equity with European consumers and is currently at four locations in Germany. Healthy Snacking To meet the demand from today’s consumers for convenient, healthy and great-tasting food choices, we are expanding on the success of Chiquita Apple Bites by introducing ready-to-eat mini carrots, snap peas and grapes that are ideal for lunchboxes and snack time. These healthy, bite-sized products are fun for kids and adults alike and provide essential vitamins and minerals in consumer-friendly, on-the-go packages. Gourmet Café Salads™ The pioneer of the retail packaged salad category, Fresh Express continues its commitment to quality and innovation through a new line of full-meal salads in convenient, single-serve packaging. C H I Q U I TA B R A N D S I N T E R N AT I O N A L , I N C . 2 0 0 6 A N N U A L R E P O R T
  21. 21. HEADLINE: nov “Chiquita 17 06 cleans up its act” FO R T U N E M AGA Z I N E – J E N N I F E R A LS EV E R We manage all of our operations in accordance with our Core Values – Integrity, Respect, Opportunity and Responsibility – and the Chiquita Code of Conduct, which guide our daily decisions and define our standards for corporate respon- sibility. In addition to strict legal compliance, we define corporate responsibility to include social responsibilities, such as respect for the environment and the communities where we do business, the health and safety of our workers, labor rights and food safety. We see a positive link between our Core Values and our company’s vision, mission and sustainable growth strategy.
  22. 22. C O R P O R AT E R ES P O N S I B I L I T Y 24 CONSERVING BIODIVERSITY WITH COMMUNITY SUPPORT A highlight of our corporate responsibility efforts in 2006 occurred when President Oscar Arias of Costa Rica presented the 2006 Contribution to the Community Award to Chiquita Brands International on behalf of the American-Costa Rican Chamber of Commerce, in recognition of the company’s Nature & Community Project, an initiative designed to preserve biodiversity, M A I N TA I N I N G 1 0 0 % C E R T I F I C AT I O N O N promote nature conservation awareness among O W N E D FA R M S I N L AT I N A M E R I C A the local population and create new sources of We have selected industry standards that are most income for people in the community. relevant to each segment of our business. In most cases, we have been the industry pioneer seeking Chiquita’s Nature and Community Project – credible third-party certification of our performance. developed with the support and cooperation of independent partners, including Swiss retailer For example, in the mid-1990s, we committed Migros (www.migros.ch), the Rainforest Alliance, to achieve certification on all company banana and German Technical Cooperation – GTZ farms to the rigorous standards of the Rainforest (www.gtz.de) – contributes to the protection of Alliance, a leading international conservation the exceptional biodiversity of the region by organization. The Rainforest Alliance (www.ra.org) encouraging local communities and farmers to certifies farms that follow its 10 stringent environ- actively participate in the protection of rainforests mental and social standards for agriculture, and the many species which depend on them. designed to protect the environment, wildlife, workers and local communities. The project, which started in September 2003, is based at Chiquita’s Nogal farm in the Sarapiquí During 2006, all of our Latin American banana region in northeastern Costa Rica. More than 100 divisions earned recertification by the Rainforest hectares (250 acres) of protected rainforest on Alliance for the seventh straight year based on this farm were designated as a private wildlife farm-by-farm audits, despite more rigorous refuge by the Costa Rican government in January standards. Moreover, 84 percent of acreage of 2006. To facilitate the migration and survival of independent grower farms in Latin America from endangered species, this forest will be connected which we source bananas also had achieved with other forest areas of the region, including Rainforest Alliance certification at year-end. the Braulio Carrillo national park, 8 kilometers In addition, 100 percent of our owned banana (5 miles) away. To date, the creation of this biological farms in Latin America were certified to the Social corridor has involved the planting of 10,000 trees Accountability 8000 labor and human rights of more than 40 native species. Local farmers are standard (www.sa-intl.org) and to the EurepGAP contributing to this effort by providing land for food-safety standard (www.eurepgap.org). reforestation. C H I Q U I TA B R A N D S I N T E R N AT I O N A L , I N C . 2 0 0 6 A N N U A L R E P O R T
  23. 23. C O R P O R AT E R ES P O N S I B I L I T Y 25 Environmental education for schoolchildren, neighbors and Chiquita’s own employees plays an important role in this work, since the support of the local population is essential for long-term environmental conservation. Nearly 3,000 visitors have already participated in workshops provided at the Nogal project center. The creation of new economic opportunities, such as ecotourism and arts and crafts based on envi- ronmental protection, is another important aspect one count of violating a U.S. law in connection with of the project. So far, five small businesses have payments made from 2001 to 2004 by its former been established with assistance of the project, and subsidiary to entities affiliated with “Autodefensas their sales have contributed to the income of many Unidas de Colombia,” which had been designated families in neighboring communities. as a foreign terrorist organization. In anticipation of this settlement, the company recorded a reserve AG R E E M E N T W I T H for $25 million in its financial statements for the U. S . D E PA R T M E N T O F J U ST I C E quarter and year ended Dec. 31, 2006. In April 2003, Chiquita voluntarily informed the U.S. Department of Justice (DOJ) that in order to C O R E VA LU ES C O N T I N U E TO G U I D E protect the lives and safety of its employees, its BUSINESS DECISIONS banana-producing subsidiary in Colombia had We are proud of our corporate responsibility been forced to make protection payments to local progress. In many parts of our company, such as in right- and left-wing paramilitary groups. Chiquita the banana divisions and in the supply chain, our approached the DOJ when senior management corporate responsibility programs have generated became aware that payments to these groups benefits in productivity and employee morale. As were prohibited under a U.S. antiterrorism law that a result, corporate responsibility is largely integrated had changed in September 2001. into the culture and daily life of these operations. At the same time, we recognize that there is always The payments made by the company were always more that can be done. We have new businesses motivated by our good faith concern for the safety of and new employees who do not have a long history our employees. Since disclosing this information with our corporate responsibility programs. So, it’s four years ago, Chiquita has cooperated with the important to help all our employees to understand DOJ investigation, sold its Colombian operations and our Core Values, our ethical and legal obligations enhanced its compliance programs and procedures. and the benefits of our programs. We must continue The aim of the company’s enhanced programs is to to integrate compliance and values into our decision- foster transparency and to reinforce a strong culture making, and we need to implement these efforts of ethics and compliance with our obligations under more consistently across the company. U.S. law and in the jurisdictions around the world in which we do business. While there will be many challenges and opportu- nities ahead, our Core Values and Code of Conduct In March 2007, Chiquita reached an agreement will continue to guide management’s decisions. with the DOJ relating to the investigation. Under terms of the agreement, Chiquita will pay a fine of For more information, please visit www.chiquita.com $25 million over five years and pleaded guilty to under the “Corporate Responsibility” tab. 2 0 0 6 A N N U A L R E P O R T C H I Q U I TA B R A N D S I N T E R N AT I O N A L , I N C .
  24. 24. F I N A N C I A L TA B L E O F C O N T E N TS S TAT E M E N T O F 27 M A N AG E M E N T RESPONSIBILITY M A N AG M E N T ’ S DISCUSSION AND A N A LY S I S OF FINANCIAL CONDITION AND 28 R E S U LT S O F O P E R AT I O N S REPORT OF INDEPENDENT REGISTERED PUBLIC ACCO U N T I N G F I R M 50 ON FINANCIAL S TAT E M E N T S REPORT OF INDEPENDENT REGISTERED PUBLIC ACCO U N T I N G F I R M ON INTERNAL CONTROL OVER 51 FINANCIAL REPORTING C O N S O L I D AT E D 52 S TAT E M E N T O F INCOME 53 C O N S O L I D AT E D BALANCE SHEET C O N S O L I D AT E D S TAT E M E N T O F 54 SHAREHOLDERS’ EQUITY C O N S O L I D AT E D 55 S TAT E M E N T O F CA S H F LO W N OT ES TO C O N S O L I D AT E D 56 FINANCIAL S TAT E M E N T S 81 S E L ECT E D F I N A N C I A L D ATA BOA R D O F D I R ECTO R S, OFFICERS AND SENIOR 82 O P E R AT I N G M A N AG E M E N T I N V ESTO R I N F O R M AT I O N A N D 83 CO M M O N STO C K P E R FO R M A N C E G RA P H
  25. 25. STAT E M E N T O F M A N AG E M E N T R ES P O N S I B I L I T Y 27 The financial statements and related financial information presented in this Annual Report are the responsibility of Chiquita Brands International, Inc. management, which believes that they present fairly the company’s consol- idated financial position and results of operations in accordance with generally accepted accounting principles. The company’s management is responsible for establishing and maintaining adequate internal controls. The company has a system of internal accounting controls, which includes internal control over financial reporting and is supported by formal financial and administrative policies. This system is designed to provide reasonable assurance that the company’s financial records can be relied on for preparation of its financial statements and that its assets are safeguarded against loss from unauthorized use or disposition. The company also has a system of disclosure controls and procedures designed to ensure that material infor- mation relating to the company and its consolidated subsidiaries is made known to the company representatives who prepare and are responsible for the company’s financial statements and periodic reports filed with the Securities and Exchange Commission (“SEC”). The effectiveness of these disclosure controls and procedures is reviewed quarterly by management, including the company’s Chief Executive Officer and Chief Financial Officer. Management modifies these disclosure controls and procedures as a result of the quarterly reviews or as changes occur in business conditions, operations or reporting requirements. The company’s worldwide internal audit function, which reports to the Audit Committee, reviews the adequacy and effectiveness of controls and compliance with the company’s policies. Chiquita has published its Core Values and Code of Conduct which establish the company’s high standards for corporate responsibility. The company maintains a hotline, administered by an independent company, that employees can use confidentially and anonymously to communicate suspected violations of the company’s Core Values or Code of Conduct, including concerns regarding accounting, internal accounting control or auditing matters. Any reported accounting, internal accounting control or auditing matters are also forwarded directly to the Chairman of the Audit Committee of the Board of Directors. The Audit Committee of the Board of Directors consists solely of directors who are considered independent under applicable New York Stock Exchange rules. One member of the Audit Committee, Roderick M. Hills, has been determined by the Board of Directors to be an “audit committee financial expert” as defined by SEC rules. The Audit Committee reviews the company’s financial statements and periodic reports filed with the SEC, as well as the company’s internal control over financial reporting including its accounting policies. In performing its reviews, the Committee meets periodically with the independent auditors, management and internal auditors, both together and separately, to discuss these matters. The Audit Committee engages Ernst & Young, an independent registered accounting firm, to audit the company’s financial statements and its internal control over financial reporting and express opinions thereon. The scope of the audits is set by Ernst & Young, following review and discussion with the Audit Committee. Ernst & Young has full and free access to all company records and personnel in conducting its audits. Representatives of Ernst & Young meet regularly with the Audit Committee, with and without members of management present, to discuss their audit work and any other matters they believe should be brought to the attention of the Committee. Ernst & Young has issued an opinion on the company’s financial statements. This report appears on page 50. Ernst & Young has also issued an audit report on management’s assessment of the company’s internal control over financial reporting. This report appears on page 51. M A N AG E M E N T ’ S ASS ESS M E N T O F T H E CO M PA NY ’ S I N T E R N A L CO N T R O L OV E R F I N A N C I A L R E P O RT I N G The company’s management assessed the effectiveness of the company’s internal control over financial reporting as of December 31, 2006. Based on management’s assessment, management believes that, as of December 31, 2006, the company’s internal control over financial reporting was effective based on the criteria in Internal Control – Integrated Framework, as set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). F E R N A N D O AG U I R R E J E F F R E Y M . ZA L L A B R I A N W. KO C H E R Chief Executive Officer Chief Financial Officer Chief Accounting Officer 2 0 0 6 A N N U A L R E P O R T C H I Q U I TA B R A N D S I N T E R N AT I O N A L , I N C .
  26. 26. M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R ES U LTS O F O P E R AT I O N S 28 OV E RV I EW Chiquita Brands International, Inc. (“CBII”) and its subsidiaries (collectively, “Chiquita” or the company) operate as a leading international marketer and distributor of high-quality fresh and value-added produce, which is sold under the Chiquita® premium brand, the Fresh Express® brand and other related trademarks. The company is one of the largest banana producers in the world and a major supplier of bananas in Europe and North America. In June 2005, Chiquita acquired Fresh Express, the U.S. market leader in value-added salads, a fast-growing food category for grocery retailers, foodservice providers and quick-service restaurants. The acquisition of Fresh Express increased Chiquita’s consolidated annual revenues by about $1 billion. The company believes that the acquisition diversified its business, accelerated revenue growth in higher margin value-added products, and provided a more balanced mix of sales between Europe and North America, which makes the company less susceptible to risks unique to Europe, such as the European Union (“EU”) banana import regime and foreign exchange risk. See Note 2 to the Consolidated Financial Statements for further information on the company’s 2005 acquisition of Fresh Express. Significant financial items in 2006 included the following: Net sales for 2006 were $4.5 billion, compared to $3.9 billion for 2005. The increase resulted from the acquisition of Fresh Express in June 2005. The operating loss for 2006 was $28 million, compared to $188 million of operating income for 2005. The 2006 results included a $43 million goodwill impairment charge related to Atlanta AG and a $25 million charge related to a potential settlement of a previously disclosed U.S. Department of Justice investigation. Operating income for 2005 included flood costs of $17 million related to Tropical Storm Gamma and a $6 million charge related to the consolidation of fresh-cut fruit facilities in the Midwestern United States. Operating cash flow was $15 million in 2006, compared to $223 million in 2005. The decline was primarily due to the significant decline in operating results in 2006. The company’s debt at both December 31, 2006 and 2005 was $1 billion. The balance at December 31, 2006 included $44 million of borrowings on the company’s revolving credit facility to fund working capital needs. In September 2006, the board of directors suspended the company’s quarterly cash dividend of $0.10 per share on its outstanding shares of common stock. Operating results in 2006 were significantly affected by regulatory changes in the European banana market, which resulted in lower local pricing and increased tariff costs, and by higher fuel and other industry costs. Neither the company nor the industry has been able to pass on the increased tariff costs to customers or consumers, although the company has been able to maintain its price premium in the European market. Comparisons to 2005 are also affected by the fact that 2005 was an unusually good year for banana pricing in Europe. Additionally, the company recorded a charge in 2006 in its Banana segment related to the U.S. Department of Justice investigation and a goodwill impairment charge related to Atlanta AG that affected both the Banana and Fresh Select segments. The Fresh Cut segment was significantly affected by consumer concerns regarding the safety of packaged salad products, after discovery of E. coli in certain industry spinach products in September 2006 and the resulting investigation by the U.S. Food and Drug Administration (“FDA”). Although the FDA investigation linked no cases of illness to the company’s Fresh Express products, the industry issues related to fresh spinach products will likely continue to have a significant impact on Fresh Cut segment results through at least the third quarter of 2007. C H I Q U I TA B R A N D S I N T E R N AT I O N A L , I N C . 2 0 0 6 A N N U A L R E P O R T
  27. 27. M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R ES U LTS O F O P E R AT I O N S 29 In 2006, the company outlined its vision to become a global leader in branded, healthy, fresh foods, and refined its strategic objectives to (i) become a consumer-driven, customer-preferred organization, (ii) be an innovative, high-performance organization, and (iii) deliver leading food industry shareholder returns. The company is continuing to focus on becoming a more consumer-centric organization and launching innovative products to meet consumers’ growing desire for healthy, fresh and convenient food choices. In 2006, the company expanded its distribution of convenient, single “Chiquita-To-Go” bananas into 8,000 non-grocery convenience outlets. “Chiquita Fresh and Ready” was also introduced for testing in late 2006 in traditional grocery stores, as an innovative way to keep bananas fresher four days longer. During the year, Fresh Express added 12 new offerings, including “5-Lettuce Mix” and “Sweet Butter” blends, to its line of ready-to-eat salad kits and premium value- added salads. Chiquita intends to continue providing value-added products and services in ways it believes better satisfy consumers, increase retailer profitability and boost the in-store presence of Chiquita and Fresh Express branded products. The major risks facing the business include the EU tariff-only regime and related industry and pricing dynamics, weather and agricultural disruptions, consumer concerns regarding the safety of packaged salads, exchange rates, industry cost increases, risks of governmental investigations and other contingencies, and financing. In January 2006, the European Commission implemented a new regime for the importation of bananas into the EU. It eliminated the quota that was previously applicable and imposed a higher tariff on bananas imported from Latin America, while imports from certain African, Caribbean and Pacific (“ACP”) sources are assessed zero tariff on the first 775,000 metric tons imported. The new tariff, which increased to ¤176 from ¤75 per metric ton, equates to an increase in cost of approximately ¤1.84 per box for bananas imported by the company into the EU from Latin America, Chiquita’s primary source of bananas. In 2006, the company incurred a net $75 million in higher tariff-related costs, which is the sum of $116 million in incremental tariff costs minus $41 million in lower costs to purchase banana import licenses, which are no longer required. In part due to the elimination of the quota, the volume of bananas imported into the EU increased in 2006, which contributed to a decrease in the company’s average banana prices in core European markets of 11% on a local currency basis compared to 2005. The negative impact of the new regime has been substantial and is expected to continue indefinitely. In 2006, the company incurred $25 million of higher sourcing, logistics and other costs for replacement fruit due to banana volume shortfalls caused by Hurricane Stan and Tropical Storm Gamma, which occurred in the fourth quarter of 2005. These storms, along with Hurricane Katrina in 2005, caused significant damage to banana cultivations and port facilities and resulted in increased costs for alternative banana sourcing, logistics and farm rehabilitation, and write-downs of damaged farms. Additionally, in 2007, Fresh Cut segment results for the first quarter are expected to be impacted by up to $4 million from a record January freeze in Arizona which affected lettuce sourcing. The company could be adversely affected by actions of regulators or a decline in consumer confidence in the safety and quality of certain food products or ingredients, even if the company’s practices and proce- dures are not implicated. For example, consumer concerns regarding the safety of packaged salads in the United States, after discovery of E. coli in certain industry spinach products in September 2006, adversely impacted Fresh Express operations in the third and fourth quarters of 2006, resulting in lower sales and unforeseen costs, even though Fresh Express products were not implicated in these issues. As a result, the company may also elect or be required to incur additional costs aimed at restoring consumer confidence in the safety of its products. The company incurred $9 million of direct costs in 2006, such as abandoned raw product inventory and non-cancelable purchase commitments, related to this spinach issue. In addition to these direct costs, the company believes that 2006 operating income was approximately $12 million lower than it otherwise would have been, as a result of reduced sales and decreased margins. The company expects this issue will continue to negatively impact Fresh Cut segment results through at least the third quarter of 2007. 2 0 0 6 A N N U A L R E P O R T C H I Q U I TA B R A N D S I N T E R N AT I O N A L , I N C .
  28. 28. M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R ES U LTS O F O P E R AT I O N S 30 In 2006, the euro strengthened against the dollar, causing the company’s sales and profits to increase as a result of the favorable exchange rate conversion of euro-denominated sales to U.S. dollars. The company’s results are significantly affected by currency changes in Europe and, should the euro weaken against the dollar, it would adversely affect the company’s results. The company seeks to reduce its exposure to adverse effects of euro exchange rate movements by purchasing euro put option contracts. Currently, the company has hedging coverage for approximately 70% of its estimated net euro cash flow in 2007 at average put option strike rates of $1.28 per euro and approximately 65% of its estimated net euro cash flow in the first half of 2008 at average strike rates of $1.27 per euro. Transportation costs are significant in the company’s business, and the price of bunker fuel used in shipping operations is an important variable component of transportation costs. The company’s fuel costs have increased substantially since 2003, and may increase further in the future. In addition, fuel and transportation costs are a significant cost component of much of the produce that the company purchases from growers or distributors, and there can be no assurance that the company will be able to pass on such increased costs to its customers. The company enters into hedge contracts which permit it to lock in fuel purchase prices for up to three years on up to 75% of the fuel consumed in its ocean shipping fleet, and thereby minimize the volatility that fuel prices could have on its operating results. However, these hedging strategies cannot fully protect against continually rising fuel rates and entail the risk of loss if market fuel rates decline (see Note 8 to the Consolidated Financial Statements). At December 31, 2006, the company had 55% hedging coverage through the end of 2009 on fuel consumed in its banana shipments to core markets in North America and Europe; in relation to market forward fuel prices at December 31, 2006, these hedge positions entailed losses of $3 million in 2007, $5 million in 2008, and $2 million in 2009. The cost of paper and plastics are also significant to the company because bananas and some other produce items are packed in cardboard boxes for shipment, and packaged salads are shipped in sealed plastic bags. If the price of paper and/or plastics increases, or results in a higher cost to the company to purchase fresh produce, and the company is not able to effectively pass these price increases along to its customers, then the company’s operating income will decrease. Increased costs of paper and plastics have negatively impacted the company’s operating income in the past, and there can be no assurance that these costs will not adversely affect the company’s operating results in the future. The company has international operations in many foreign countries, including in Central and South America, the Philippines and the Ivory Coast. These activities are subject to risks inherent in operating in those countries, including government regulation, currency restrictions and other restraints, burdensome taxes, risks of expropriation, threats to employees, political instability, terrorist activities, including extortion, and risks of U.S. and foreign governmental action in relation to the company. Should such circumstances occur, the company might need to curtail, cease or alter activities in a particular region or country and may be subject to fines or other penalties. The company’s ability to deal with these issues may be affected by applicable U.S. or other applicable law. See Note 15 to the Consolidated Financial Statements for a description of (i) a $25 million financial sanction contained in a plea agreement offer made by the company to the U.S. Department of Justice and relating to payments made by the company’s former banana producing subsidiary in Colombia to certain groups in that country which had been designated under United States law as a foreign terrorist organization, (ii) an investigation by EU competition authorities relating to prior information sharing in Europe and (iii) customs proceedings in Italy. C H I Q U I TA B R A N D S I N T E R N AT I O N A L , I N C . 2 0 0 6 A N N U A L R E P O R T
  29. 29. M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R ES U LTS O F O P E R AT I O N S 31 The company has $1 billion outstanding in total debt, most of which is issued under debt agreements that require continuing compliance with financial covenants. The most restrictive of these covenants are in the company’s bank credit facility, which includes a $200 million revolving credit facility and $394 million of outstanding term loans (the “CBL Facility”). In 2006, after seeking prospective covenant relief in June, the company needed to seek further covenant relief later in the year. In October, the company obtained a temporary waiver, for the period ended September 30, 2006, from compliance with certain financial covenants in the CBL Facility, with which the company otherwise would not have been in compliance. In November, the company obtained a permanent amendment to the CBL Facility to cure the covenant violations that would have otherwise occurred when the temporary waiver expired. In March 2007, the company obtained further prospective covenant relief with respect to a proposed financial sanction contained in a plea agreement offer made by the company to the U.S. Department of Justice and other related costs. If the company’s financial performance were to decline compared to lender expectations, the company could in the future be required to seek further covenant relief from its lenders, or to restructure or replace its credit facility, which would further increase the cost of the company’s borrowings, restrict its access to capital, and/or limit its operating flexibility. As of February 28, 2007, the company had borrowed $84 million under its revolving credit facility, and expects to make additional draws to fund peak seasonal working capital needs through March or April 2007. Another $29 million of capacity was used to issue letters of credit, including a $7 million letter of credit issued to preserve the right to appeal certain customs claims in Italy. During 2007, the company may be required to issue up to an additional $25 million of letters of credit for appeal bonds relating to litigation of additional customs claims in Italy. The company believes that operating cash flow, including the collection of receivables from high season banana sales, should permit it to significantly reduce the revolving credit balance during the second quarter and to fully repay it during the third quarter; however, there can be no assurance in this regard. In order to ensure adequate liquidity, in the event that the company experiences shortfalls in operating performance or unanticipated contingencies which require the use of significant amounts of cash, the company may be limited in its ability to fund discretionary market or brand-support activities, innovation spending, capital investments and/or acquisitions that had been planned as part of the execution of its long-term growth strategy. 2 0 0 6 A N N U A L R E P O R T C H I Q U I TA B R A N D S I N T E R N AT I O N A L , I N C .
  30. 30. M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R ES U LTS O F O P E R AT I O N S 32 O P E RAT I O N S The company reports three business segments: Bananas, Fresh Select, and Fresh Cut. The Banana segment includes the sourcing (purchase and production), transportation, marketing and distribution of bananas. The Fresh Select segment includes the sourcing, marketing and distribution of whole fresh fruits and vegetables other than bananas. The Fresh Cut segment includes value-added salads, foodservice and fresh-cut fruit operations. Remaining operations, which are reported in “Other,” primarily consist of processed fruit ingredient products, which are produced in Latin America and sold in other parts of the world, and other consumer packaged goods. The company evaluates the performance of its business segments based on operating income. Intercompany transactions between segments are eliminated. Financial information for each segment follows: (In thousands) 2006 2005 2004 Net sales Bananas $ 1,933,866 $ 1,950,565 $ 1,713,160 Fresh Select 1,355,963 1,353,573 1,289,145 Fresh Cut 1,139,097 538,667 10,437 Other 70,158 61,556 58,714 Total net sales $4,499,084 $ 3,904,361 $ 3,071,456 Segment operating income (loss) Bananas $ (20,591) $ 182,029 $ 122,739 Fresh Select (27,341) 10,546 440 Fresh Cut 24,823 (3,276) (13,422) Other (4,588) (1,666) 3,190 Total operating income (loss) $ (27,697) $ 187,633 $ 112,947 C H I Q U I TA B R A N D S I N T E R N AT I O N A L , I N C . 2 0 0 6 A N N U A L R E P O R T
  31. 31. M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R ES U LTS O F O P E R AT I O N S 33 BA N A N A S EG M E N T Net sales Banana segment net sales for 2006 decreased 1% versus 2005. The decrease resulted from lower banana pricing in Europe, which was mostly offset by higher volume in Europe and improved pricing in North America. Net sales for 2005 increased 14% versus 2004. The increase resulted primarily from improved banana pricing in both Europe and North America. Operating income 2006 compared to 2005. The Banana segment operating loss for 2006 was $21 million, compared to operating income of $182 million for 2005. Banana segment operating results were adversely affected by: $110 million from lower European local banana pricing, attributable in part to increased banana volumes that entered the market, encouraged by regulatory changes that expanded the duty preference for African and Caribbean suppliers and eliminated quota limitations for Latin American fruit, as well as reduced consumption driven by unseasonably hot weather in many parts of Europe during the third quarter. $75 million of net incremental costs associated with higher banana tariffs in the European Union. This consisted of approximately $116 million of incremental tariff costs, reflecting the duty increase to ¤176 from ¤75 per metric ton effective January 1, 2006, offset by approximately $41 million of expenses incurred in 2005 to purchase banana import licenses, which are no longer required. $54 million of industry cost increases for fuel, fruit, paper and ship charters. $25 million of higher sourcing, logistics and other costs for replacement fruit due to banana volume shortfalls caused by Hurricane Stan and Tropical Storm Gamma, which occurred in the fourth quarter 2005. $25 million charge for potential settlement of a contingent liability related to the Justice Department investigation related to the company’s former Colombian subsidiary. $14 million goodwill impairment charge related to Atlanta AG. $12 million in higher professional fees related to previously-reported legal proceedings, including the Justice Department investigation, the EU competition law investigation, and U.S. anti-trust litigation. These adverse items were offset in part by: $23 million of net cost savings in the Banana segment, primarily related to efficiencies in the company’s supply chain and tropical production operations. $21 million from higher pricing in North America. $20 million from lower marketing costs, primarily in Europe. $17 million impact from 2005 flooding in Honduras as a result of Tropical Storm Gamma, which did not recur in 2006. $13 million benefit from the impact of European currency, consisting of a $23 million favorable variance from balance sheet translation and a $1 million increase in revenue, partially offset by $9 million of increased hedging costs and $2 million of higher European costs due to a stronger euro. $11 million of costs related to flooding in Costa Rica and Panama in the first half of 2005 that did not repeat in 2006. $10 million from lower accruals for performance-based compensation due to lower operating results relative to targets. 2 0 0 6 A N N U A L R E P O R T C H I Q U I TA B R A N D S I N T E R N AT I O N A L , I N C .
  32. 32. M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R ES U LTS O F O P E R AT I O N S 34 The company’s banana sales volumes of 40-pound boxes were as follows: (In millions, except percentages) 2006 2005 % Change Core European Markets(1) 53.8 54.0 (0.4%) Trading Markets(2) 12.5 6.9 81.2% North America 56.9 58.4 (2.6%) Asia and the Middle East(3) 20.9 19.2 8.9% Total 144.1 138.5 4.0% The volume of fruit sold into trading markets typically reflects excess banana supplies beyond core market demands, sold on a spot basis. Beginning in 2007, the company anticipates less volume being available to trading markets on a spot basis as a result of recent marketing agreements to provide a year-round supply of bananas to customers in Turkey, which in the future will be included in the company’s core European markets. The following table presents the 2006 percentage change compared to 2005 for the company’s banana prices and banana volume: Q1 Q2 Q3 Q4 Year BA N A N A P R I C ES Core European Markets(1) U.S. Dollars(4) (6%) (14%) (14%) (6%) (10%) Local Currency 2% (13%) (18%) (13%) (11%) Trading Markets(2) U.S. Dollars 27% 18% (16%) 6% (4%) North America 0% 9% 8% 4% 5% Asia and the Middle East(3) U.S. Dollars (7%) (2%) (2%) 18% 4% BA N A N A VO LU M E Core European Markets(1) (9%) (1%) 8% 4% (0%) Trading Markets(2) 150% (42%) 219% 83% 81% North America (6%) (8%) 0% 5% (3%) Asia and the Middle East(3) 33% 12% 18% (9%) 9% (1) The 25 countries of the EU, Norway, Iceland and Switzerland; beginning in 2007, core European markets will also include Bulgaria and Romania (two new EU member states) as well as Turkey (2) Other European and Mediterranean countries not included in Core Markets (3) The company primarily operates through joint ventures in this region. (4) Prices on a U.S. dollar basis do not include the impact of hedging. C H I Q U I TA B R A N D S I N T E R N AT I O N A L , I N C . 2 0 0 6 A N N U A L R E P O R T
  33. 33. M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R ES U LTS O F O P E R AT I O N S 35 The average spot and hedged euro exchange rates for 2006 and 2005 were as follows: (Dollars per euro) 2006 2005 % Change Euro average exchange rate, spot $ 1.25 $ 1.25 0.0% Euro average exchange rate, hedged 1.21 1.23 (1.6%) The company has entered into put option contracts to hedge its risks associated with euro exchange rate movements. Put options require an upfront premium payment. These put options can reduce the negative earnings and cash flow impact on the company of a significant future decline in the value of the euro, without limiting the benefit the company would receive from a stronger euro. Foreign currency hedging costs charged to the Consolidated Statement of Income were $17 million in 2006, compared to $8 million in 2005. These costs relate primarily to hedging the company’s net cash flow exposure to fluctuations in the U.S. dollar value of its euro-denominated sales. The lower 2005 costs primarily resulted from gains recognized in late 2005 on put option contracts expiring at that time. At December 31, 2006, unrealized losses of $19 million on the company’s currency option contracts were included in “Accumulated other comprehensive income,” of which $15 million is expected to be reclassified to net income during the next 12 months. The company also enters into forward contracts for fuel oil for its shipping operations, to minimize the volatility that changes in fuel prices could have on its operating results. Unrealized losses of $10 million on the fuel oil forward contracts were also included in “Accumulated other comprehensive income” at December 31, 2006, of which $3 million is expected to be reclassified to net income during the next 12 months. Banana segment operating income for 2005 was $182 million, compared to $123 2005 compared to 2004. million for 2004. Banana segment operating results were favorably affected by: $151 million benefit from improved local European pricing. $15 million from improved pricing in North America, due principally to temporary contract price increases to offset costs from flooding in Costa Rica and Panama in January 2005, and implementation late in the year of surcharges to offset rising industry costs, including fuel-related products and transportation. $9 million before-tax loss on the sale of the company’s former Colombian banana production division in 2004. $4 million increase from the impact of European currency, consisting of an $8 million increase in revenue and a $22 million decrease in hedging costs, partially offset by a $26 million adverse impact of balance sheet translation. $4 million charge in 2004 relating to stock options and restricted stock granted to the company’s former chairman and CEO that vested upon his retirement in May 2004. These items were offset in part by: $34 million of cost increases from higher fuel, paper and ship charter costs. $27 million of higher costs for advertising, marketing and innovation spending, primarily due to consumer brand support efforts in Europe late in the year. $24 million of higher license-related banana import costs in Europe. $17 million impact from flooding in Honduras caused by Tropical Storm Gamma (included in “Cost of sales” in the Consolidated Statement of Income). $11 million primarily from increased costs related to the January flooding in Costa Rica and Panama, including alternative banana sourcing, logistics and farm rehabilitation costs, and write-downs of damaged farms. $4 million adverse impact of pricing in Asia. $3 million of higher administrative expenses, in part due to accruals for performance-based compensation due to improved year-over-year operating results. $3 million due to lower volume of second-label fruit in Europe. 2 0 0 6 A N N U A L R E P O R T C H I Q U I TA B R A N D S I N T E R N AT I O N A L , I N C .
  34. 34. M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R ES U LTS O F O P E R AT I O N S 36 F R ES H S E L ECT S EG M E N T Net sales Fresh Select net sales were flat at $1.4 billion in 2006 compared to 2005. Net sales for 2005 increased by 5% compared to 2004, primarily due to higher volume from Atlanta AG. Operating income The Fresh Select segment had an operating loss of $27 million in 2006, compared 2006 compared to 2005. to operating income of $10 million in 2005. The 2006 operating results included a $29 million charge for goodwill impairment at Atlanta AG. Aside from the impairment charge, year-over-year improvements in the company’s North American Fresh Select operations were more than offset by a decline in profitability at Atlanta AG, and lower pricing and currency-related declines in the company’s Chilean operations. The decline in profitability of Atlanta AG resulted from intense price competition in its primary market of Germany, as well as $3 million of charges late in 2006 related to rationalization of its distribution network, including the closure of one facility. During the 2006 third quarter, due to the decline in Atlanta AG’s business performance in the period following the implementation of the new EU banana import regime as of January 1, 2006, the company accelerated the testing of Atlanta’s goodwill and fixed assets for impairment. As a result, the company recorded a goodwill impairment charge in the 2006 third quarter for the full amount, of which $29 million was included in the Fresh Select segment and $14 million in the Banana segment. The Fresh Select segment had operating income of $10 million in 2005, compared 2005 compared to 2004. to breakeven results for 2004. The improvement resulted primarily from a restructured melon program and other improvements in North America, and operational improvement at Atlanta, partially offset by weather and currency-related declines in the company’s Chilean operations. C H I Q U I TA B R A N D S I N T E R N AT I O N A L , I N C . 2 0 0 6 A N N U A L R E P O R T
  35. 35. M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R ES U LTS O F O P E R AT I O N S 37 F R ES H C U T S EG M E N T Net sales Net sales in 2006 for the company’s Fresh Cut segment were $1.1 billion, up from $539 million in 2005 due to the Fresh Express acquisition in mid-2005. Substantially all of the revenue in this segment is from Fresh Express. Operating income 2006 compared to 2005. The Fresh Cut segment had operating income of $25 million in 2006, compared to an operating loss of $3 million for 2005. Fresh Cut segment results were favorably affected by: $31 million increase in operating income from Fresh Express, as a result of Chiquita owning Fresh Express for a full year in 2006 versus a half year in 2005, as well as normal operating improvements. $6 million of mostly non-cash charges in 2005 from the shut-down of Chiquita’s fresh-cut fruit facility in Manteno, Illinois following the acquisition of Fresh Express, which had a facility servicing the same Midwestern area. These items were offset in part by: $9 million of direct costs in 2006, including lost raw product inventory and non-cancelable purchase commitments, related to consumer concerns about the safety of packaged salads after discovery of E. coli in certain industry spinach products in September 2006 and the resulting investigation by the U.S. Food and Drug Administration. In addition to the direct costs resulting from the fresh spinach issue, the company believes that 2006 operating income was at least $12 million lower than it otherwise would have been as a result of reduced sales and decreased margins during the final four months of 2006. Although the FDA investigation linked no cases of illness to the company’s Fresh Express products, consumer concerns are likely to continue to have an impact on Fresh Cut segment results through at least the third quarter of 2007. On a pro forma basis, as if the company had completed the acquisition of Fresh Express on December 31, 2004, there was a $12 million improvement in Fresh Cut segment operating income compared to 2005. The improve- ment in pro forma results was driven by a 10 percent increase in volume and a 2 percent increase in net revenue per case in retail value-added salads, continuing improvements in fresh-cut fruit operations, the achievement of acquisition synergies and other cost savings, and the absence of $6 million of non-cash charges in 2005 from the shut-down of the fresh-cut fruit facility noted above. These improvements were partially offset by the spinach impact mentioned above, as well as higher industry costs and increased marketing and innovation spending. The pro forma segment results may not be indicative of what the actual results would have been had the acquisition been completed on the date assumed or the results that may be achieved in the future. The Fresh Cut segment operating income reflects approximately $18 million of depreciation and $5 million of amortization for Fresh Express in the first half of 2006, which explains the increase in consolidated depreciation and amortization expense from 2005, since the acquisition of Fresh Express was completed in mid-2005. 2 0 0 6 A N N U A L R E P O R T C H I Q U I TA B R A N D S I N T E R N AT I O N A L , I N C .
  36. 36. M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R ES U LTS O F O P E R AT I O N S 38 The Fresh Cut segment had an operating loss of $3 million in 2005, compared to an 2005 compared to 2004. operating loss of $13 million for 2004. Fresh Cut segment results were favorably affected by: $14 million in operating income at Fresh Express from the June 28, 2005 acquisition date to the end of the year. On a pro forma basis as if the company had completed its acquisition of Fresh Express on June 30, 2004, this represents a $5 million improvement in operating income compared to the same period in 2004, driven by a 7 percent increase in volume, a 3 percent increase in net revenue per case in retail value-added salads on a full-year basis and a reduction in corporate overhead and insurance costs, partially offset by increases in cost of goods sold and innovation spending. $2 million of improvements in the operating results of Chiquita’s fresh-cut fruit facility. This was partially offset by: $6 million of charges from the shut-down of Chiquita’s fresh-cut fruit facility in Manteno, Illinois. These costs were primarily included in “Cost of sales” in the Consolidated Statement of Income. On a pro forma basis, as if the company had completed its acquisition of Fresh Express on June 30, 2004, Fresh Cut segment revenue for the six months ended December 31, 2005 was $515 million, up 6 percent from $484 million in the same period in 2004, and operating income for the six months ended December 31, 2005 was $8 million before plant shut-down costs, compared to $3 million in the same period in 2004. The pro forma segment results for the second half of 2004 do not purport to be indicative of what the actual results would have been had the acquisition been completed on the date assumed or the results that may be achieved in the future. I N T E R EST A N D OT H E R I N CO M E ( EX P E N S E ) Interest income in 2006 was $9 million, compared to $10 million in 2005. Interest expense in 2006 was $86 million, compared to $60 million in 2005. The increase in interest expense was due to the full-year impact of the Fresh Express acquisition financing. Other income (expense) in 2006 included a $6 million gain from the sale of the company’s 10% ownership in Chiquita Brands South Pacific, an Australian fresh produce distributor. In 2005, other income (expense) included $3 million of financing fees, primarily related to the write-off of unamortized debt issue costs for a prior credit facility and $2 million of charges for settlement of an indemnification claim relating to prior periods, partially offset by a $1 million gain on the sale of Seneca preferred stock and a $1 million gain from an insurance settlement. Other income (expense) in 2004 included a loss of $22 million from the premium associated with the refinancing of the company’s then-outstanding 10.56% Senior Notes, partially offset by a $2 million gain related to proceeds received as a result of the demutualization of a company with which Chiquita held pension annuity contracts. C H I Q U I TA B R A N D S I N T E R N AT I O N A L , I N C . 2 0 0 6 A N N U A L R E P O R T

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