Chiquita Outlines Policy on Financial Transparency in Open Letter to Investors

Chiquita Outlines Policy on Financial Transparency in Open Letter to Investors

January 8, 2003

CINCINNATI, OH – Chiquita Brands International, Inc., (NYSE: CQB) today outlined the company’s new policy on financial transparency and guidance in a letter to investors from Chairman and Chief Executive Officer Cyrus F. Freidheim, Jr. The letter also summarizes the company’s progress in achieving its stated goals and provides information on various fourth quarter 2002 operational items. Full text of the letter is reproduced below:

Dear Investor:

When Chiquita Brands International emerged from its Chapter 11 financial

reorganization on March 19, 2002, our newly elected board began a

top-to-bottom strategic review of the company. On September 24, we presented

the results of that review to analysts and investors in New York, inviting other stakeholders to participate through a global webcast.

In that review, we laid out a three-pronged, long-term strategy to

increase shareholder value:

1. Focus on the core, by improving the company’s Fresh and Processed Foods

business units and divesting non-core assets;

2. Drive better performance, by reducing costs significantly and increasing financial flexibility; and

3. Profitably invest cash, by reducing debt, leveraging existing assets

into new businesses and paying dividends and/or buying back stock.

We set specific cost, earnings and debt targets for 2005 and described the

cost-reduction programs the company is undertaking. We committed to develop

milestones for the interim years so that our performance could be tracked.

Since that September presentation, we have had a number of discussions

with investors about financial transparency, earnings guidance and the

appropriate milestones to track our progress.

As most investors recognize, the fresh banana business is subject to

significant volatility due to changes in weather, exchange rates, market

pricing and a variety of other factors outside the company’s immediate

control. In addition, quarterly or even annual earnings guidance wrongly

focuses management on short-term priorities. We have seen far too many

examples lately of companies feeling pressured to make accounting judgments

based on meeting quarterly guidance targets.

Nevertheless, we believe that companies should provide greater financial

transparency and give investors the kinds of information they need to evaluate

their investment decisions and track the key levers effecting growth and

profitability. Recognizing this need, we fully intend to provide investors

with more transparent and user-friendly financial information to assist them

in measuring our progress and evaluating their investment in Chiquita. While

we must safeguard certain competitive information, we are committed to

providing investors with the financial and operational information necessary

to develop models of company performance.

We believe that the most important measures of our progress against our

strategic goals are:

1. Focus on the core

* Operating margins

* Volume

* Percent of sales of yellow (ripened) versus green (unripened) bananas

* Divestiture of non-core assets

2. Drive better performance

* Cost reduction

* SG&A as a percentage of sales

* Cash generation through operations and divestitures

3. Profitably invest cash

* Debt reduction

* Successful launch of new businesses

We are targeting year-over-year improvement in each category in 2003.

Beginning with the company’s fourth quarter and full-year 2002 financial

release and conference call in February 2003, we will report our progress

against these measures. At each year-end conference call, we will update the

2005 earnings targets, which we established last September. In addition, we

will provide comparative data for important market factors that impact the

company’s financial results, including product volume and pricing trends by

major market, logistics costs, the effect of currency exchange rate shifts and

significant changes in pricing of key materials, such as purchased fruit,

paper and fuel.

We thank our shareholders and investors for their input. By providing

expanded information on performance-related trends, we believe that investors

will have a clear picture of Chiquita’s business operations and the progress

we are making against our stated goals.

* * *

In this spirit of providing increased transparency, we offer the following

information on a number of factors impacting our financial results.

Cost-Reduction Milestones

As we reported in September, we have initiated a series of global

performance-improvement programs to reduce costs by more than $100 million by

the end of 2005. These programs include improvements in farm productivity and

canning operations as well as reductions in global purchasing and overhead

expenses. We expect to realize in 2003 gross cost-reduction savings of

$40 million to $50 million, offset by one-time costs of $15 million associated

with these savings. Our current target for 2004 is to generate an additional

$50 million of gross savings, offset by associated one-time costs of

$10 million to $15 million.

Debt Reduction

We outlined specific targets for 2005 to strengthen our balance sheet,

including reducing net debt to $400 million. In 2002, net debt was

$597 million on March 31, $521 million on June 30, $516 million on Sept. 30,

and is estimated to be approximately $470 million on Dec. 31.

In addition to operating cash flow, the principal driver of the net debt

reduction was the sale of non-core assets. Against a goal to shed

$100 million to $150 million in non-core assets by year-end 2005, we have

already divested $99 million, including $54 million from the sale of five

non-core ships and $45 million from the sale of the Castellini group of

companies, a non-core wholesale produce distribution business. These cash

inflows were partially offset by an estimated $50 million in capital

expenditures, including the $14 million acquisition of one ship previously

under operating lease to the company.

Net debt is expected to increase by about $75 million with the previously

announced acquisition of the German company, Atlanta AG, and acquisition of

another ship. The Atlanta transaction is on schedule and expected to close in

the first quarter 2003. Until that time, Chiquita will continue to account

for Atlanta’s results as an equity investment.

We are confident that we can meet our 2005 debt target and plan to achieve

it earlier.

Armuelles, Panama

As we have noted in the past, losses in our Armuelles division cannot be

sustained. For weeks, we have been discussing with government and union

leaders a proposal to sell our farms to an employee-owned cooperative with

long-term contracts to supply fruit to Chiquita at market prices. The

Panamanian government has been very supportive of our efforts in Armuelles and

believes that our proposal is in the best interests of the country, the

region, the workers and Chiquita. We have not yet reached an acceptable

agreement with the union. On Jan. 1, 2003, we ceased funding any additional

cash to our operations in Armuelles. There are adequate funds to operate for

a brief period while we work toward a final agreement. However, if we cannot

negotiate a viable long-term solution before funds run out, we will not be

able to continue operating in Armuelles, which represents approximately

6 percent of Chiquita’s Latin America banana supply. We expect to have

sufficient access to cost-competitive, high-quality bananas in the event of a

closure in Armuelles.

Flooding in Costa Rica and Panama

In early December, Costa Rica and the Atlantic coast of Panama experienced

serious flooding. These floods damaged many farms owned by major marketers,

including Chiquita, and independent producers in the region. Currently, we

estimate that the industry as a whole lost production of approximately two to

three million boxes in the fourth quarter. We estimate the fourth quarter

charges and write-downs associated with the flooding will be approximately

$5 million. Additionally, the company purchased fruit from Ecuador to

partially replace the banana volume lost in the flood. The effect on industry

production in 2003 is still being evaluated, but it could be 10 million to

15 million boxes. We are anticipating a net reduction in fruit availability;

however, we believe we will be able to continue meeting all core customer

requirements.

Banana and Commodity Pricing

Local banana prices in the company’s core European market in the fourth

quarter were 10 percent below the same period a year ago, but a stronger euro

partially offset this decline. In North America, banana prices were down for

most of the quarter compared with 2001. Oil and paper prices have risen in

recent months, with an estimated $3 million to $5 million impact on fourth

quarter earnings versus 2001.

Other Developments

In Processed Foods, the 2002 pack was somewhat below expectations, which

will result in lower fourth quarter earnings of $3 million to $5 million.

Atlanta AG has been restructuring its operations to improve profitability

and expects to incur related charges and costs estimated at $10 million to

$15 million, which would be included in Chiquita’s fourth quarter 2002

results.

Chiquita’s sale in December of its interest in the Castellini group of

companies will result in a fourth quarter gain of approximately $10 million.

In addition, a quarter-to-quarter increase in the euro versus the dollar

will result in a translation gain of approximately $7 million.

Strengthening the Board

We indicated in September that we planned to add new members to our board

of directors with international and branded consumer products experience. In

December, Durk Jager, former chairman, president and CEO of Procter and

Gamble, and Steven Stanbrook, president of S.C. Johnson’s Europe, Africa and

Middle East regions, were elected to the board.

Mr. Jager has extensive knowledge of the global branded consumer products

business. In his 30 years with P&G, Dutch-born Mr. Jager has run businesses

in Europe, Asia and North America. He also serves on the board of directors

of Eastman Kodak and the supervisory board of KPN, the largest

telecommunications company in the Netherlands.

Mr. Stanbrook, a native of Britain, has more than 20 years experience with

S.C. Johnson, Sara Lee and CompuServe in senior management roles. He has

managed operations across the globe. His focus has been branded consumer food

and nonfood products.

We are confident that these new directors will add further strength and

independent thinking to our board.

* * *

Despite the challenges of the fourth quarter, we are pleased with the

overall progress of Chiquita. This past year has been a year of transition by

putting in place projects and programs that will enable us to achieve the

financial targets we set in September for 2005. We remain confident that we

are on the right path and that the actions we are taking will position

Chiquita as a leader and will create significant shareholder value.

Sincerely,

Cyrus Freidheim

Chairman and CEO

Chiquita Brands International

Chiquita Brands International is a leading international marketer,

producer and distributor of high-quality fresh and processed foods. The

company’s Chiquita Fresh division is one of the largest banana producers in

the world and a major supplier of bananas in North America and Europe. Sold

primarily under the premium Chiquita(R) brand, the company also distributes

and markets a variety of other fresh fruits and vegetables. In addition,

Chiquita Processed Foods is the largest processor of private-label canned

vegetables in the United States. Additional information is available

at http://www.chiquita.com .