UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2015



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-1550

CHIQUITA BRANDS INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its Charter)




New Jersey		04-1923360
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

550 South Caldwell Street

Charlotte, North Carolina 28202

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (980) 636-5000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.




Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	ý	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No ý

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Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. The registrant is a privately held corporation and has no voting or non-voting common equity held by non-affiliates. As of ~~August~~November 124, 2015, there were 10,679,368 shares of common stock outstanding.

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Chiquita Brands International, Inc.

TABLE OF CONTENTS

	Page
PART I - Financial Information
Item 1 - Financial Statements (Unaudited)
Condensed Consolidated Statements of Operations	3
Condensed Consolidated Statements of Comprehensive Income	4
Condensed Consolidated Balance Sheets	5
Condensed Consolidated Statements of Cash Flow	6
Notes to Condensed Consolidated Financial Statements	7
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations	3938
Item 3 - Quantitative and Qualitative Disclosures About Market Risk	4745
Item 4 - Controls and Procedures	4846
PART II - Other Information
Item 1 - Legal Proceedings	4947
Item 1A - Risk Factors	4947
Item 6 - Exhibits	4947
Signature	5048

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PART I – Financial Information

Item 1 – Financial Statements

Chiquita Brands International, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	Quarter Ended June 30,						Six Months Ended June 30,
	Quarter Ended September 30,						Nine Months Ended September 30,
(In thousands)	2015			2014			2015			2014
Net sales	$	~~776~~674,~~647~~700		$	~~825~~738,~~847~~551		$	12,~~501~~176,~~978~~678		$	12,~~587~~326,~~837~~388
Cost of sales	~~638~~581,~~240~~661			~~716~~663,~~307~~536			1,~~260~~842,~~851~~512			12,~~401~~065,~~559~~095
Selling, general and administrative	4148,~~481~~499			5453,~~955~~658			90139,~~882~~381			~~109~~163,~~346~~004
Transaction costs	117,~~661~~630			28,~~753~~235			5967,~~640~~270			816,~~672~~907
Depreciation	1211,~~951~~309			1312,~~089~~323			2840,~~886~~195			2638,~~588~~911
Amortization	2,~~342~~338			2,342			47,~~684~~022			47,~~683~~025
Equity in earnings of investees	(176		)	(332		)	(183		)	(332		)
Equity in losses (earnings) of investees	95			(105		)	(88		)	(437		)
Operating income	70,148			36,733			57,218			37,321
Operating income (loss)	23,168			(1,438		)	80,386			35,883
Interest income	~~638~~607			~~641~~600			1,~~302~~909			1,~~305~~905
Interest expense	(97,~~381~~624		)	(15,~~299~~564		)	(1826,~~566~~190		)	(3046,~~767~~331		)
Loss on debt extinguishment	—			—			(36,212		)	(521		)
Other income (expense), net	(~~953~~895		)	(~~242~~1,036		)	(12,~~555~~450		)	(45,~~136~~172		)
Income before income taxes	60,452			21,833			2,187			3,202
Income (loss) before income taxes	15,256			(17,438		)	17,443			(14,236		)
Income tax expense	(~~864~~5,087		)	(~~3,997~~518		)	(712,~~225~~312		)	(910,~~969~~487		)
Net income (loss)	$	5910,~~588~~169		$	(17,~~836~~956	)	$	(5,~~038~~131	)	$	(624,~~767~~723	)

See Notes to Condensed Consolidated Financial Statements.

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Chiquita Brands International, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

	Quarter Ended June 30,						Six Months Ended June 30,
	Quarter Ended September 30,						Nine Months Ended September 30,
(In thousands)	2015			2014			2015			2014
Net income (loss)	$	5910,~~588~~169		$	(17,~~836~~956	)	$	(5,~~038~~131	)	$	(624,~~767~~723	)
Unrealized foreign currency translation gains (losses)	—			(1		)	2			1516
Realized (gains) losses for foreign currency translation on business disposal reclassified into Other income (expense), net	~~(43~~—		)	—			559			252
Net other comprehensive income (loss) related to foreign currency translation	~~(43~~—		)	(1		)	561			~~267~~268
Unrealized gains (losses) on derivatives for the period	(~~2,270~~620		)	419,~~441~~072			1615,~~004~~384			322,~~395~~467
Derivative (gains) losses reclassified into Net sales	(137,~~829~~876		)	(1,~~020~~543		)	(3038,~~807~~683		)	~~2,047~~504
Derivative (gains) losses reclassified into Cost of sales	3,~~465~~760			~~(61~~822		)	1216,~~240~~000			~~(236~~586		)
Net other comprehensive income (loss) related to derivatives	(124,~~634~~736		)	518,~~400~~351			(27,~~563~~299		)	523,~~206~~557
Actuarial gains (losses) for the period, net of $0, $0, $120 and $259, respectively, of income tax benefit	(1~~,095~~		)	~~(563~~—		)	3,~~267~~266			(905		)
Amortization included in pension cost	~~315~~282			~~296~~297			~~599~~881			~~596~~893
Net other comprehensive income (loss) related to defined benefit pension and severance plans	~~1,410~~281			~~(267~~297		)	34,~~866~~147			(~~309~~12		)
	(11,267		)	5,132			1,864			5,164
	(4,455		)	18,649			(2,591		)	23,813
Comprehensive income (loss)	$	485,~~321~~714		$	~~22,968~~693		$	(32,~~174~~540	)	$	(~~1,603~~910	)

See Notes to Condensed Consolidated Financial Statements.

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Chiquita Brands International, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands)	~~June~~September 30, 2015			December 31, 2014			~~June~~September 30, 2014
ASSETS
Current assets:
Cash and equivalents	$	~~145~~188,~~295~~714		$	48,160		$	5445,~~513~~092
Trade receivables, less allowances of $17,529, $14,438 and $19,545, respectively	246,324			217,420			271,895
Trade receivables, less allowances of $16,889, $14,438 and $17,443, respectively	222,212			217,420			248,617
Other receivables, net	6056,~~535~~876			66,810			6068,~~575~~168
Inventories	~~205~~217,~~632~~278			197,307			~~211~~208,~~311~~931
Prepaid expenses	39,~~765~~501			38,818			3942,~~139~~393
Other current assets	114,~~820~~965			14,549			725,~~396~~392
Total current assets	~~709~~729,~~371~~546			583,064			~~644~~638,~~829~~593
Property, plant and equipment, net	~~377~~368,~~570~~163			397,029			~~399~~400,~~862~~360
Investments and other assets, net	9795,~~057~~290			110,220			~~109~~106,~~747~~439
Trademarks	426,085			426,085			426,085
Goodwill	18,095			18,095			18,095
Other intangible assets, net	7270,~~861~~523			77,545			8279,~~229~~887
Total assets	$	1,~~701~~707,~~039~~702		$	1,612,038		$	1,~~680~~669,~~847~~459
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt and capital lease obligations	$	32,~~263~~999		$	4,703		$	4,~~610~~648
Accounts payable	~~271~~266,~~887~~344			223,286			~~251~~248,~~579~~730
Accrued liabilities	~~155~~164,~~574~~461			150,955			~~169~~155,~~261~~640
Total current liabilities	~~430~~433,~~724~~804			378,944			~~425~~409,~~450~~018
Long-term debt and capital lease obligations, net of current portion	~~277~~278,~~957~~411			637,518			~~632~~634,~~492~~882
Accrued pension and other employee benefits	7776,~~125~~921			89,381			8081,~~274~~394
Deferred tax liabilities	~~100~~97,~~198~~807			104,365			~~106~~107,~~784~~318
Other liabilities	72,~~242~~252			78,496			5958,~~593~~764
Long-term related parties debt	238,479			—			—
Total liabilities	1,~~196~~197,~~725~~674			1,288,704			1,~~304~~291,~~593~~376
Commitments and contingencies
Shareholders' equity:
Common stock, $.01 par value (10,679,368, 47,112,311 and 46,916,600 shares outstanding, respectively)	107			471			469
Common stock, $.01 par value (10,679,368, 47,112,311 and 47,048,211 shares outstanding, respectively)	107			471			470
Capital surplus	1,014,241			845,392			~~843~~844,~~082~~217
Accumulated deficit	(~~491~~481,~~816~~647		)	(502,447		)	(~~446~~464,~~678~~634		)
Accumulated other comprehensive loss	(1822,~~218~~673		)	(20,082		)	(201,~~619~~970		)
Total shareholders' equity	~~504~~510,~~314~~028			323,334			~~376~~378,~~254~~083
Total liabilities and shareholders' equity	$	1,~~701~~707,~~039~~702		$	1,612,038		$	1,~~680~~669,~~847~~459

See Notes to Condensed Consolidated Financial Statements.

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Chiquita Brands International, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited)

	Six Months Ended June 30,
	Nine Months Ended September 30,
(In thousands)	2015			2014
Cash provided (used) by:
OPERATIONS
Net loss	$	(5,038	)	$	(6,767	)
Net income (loss)	$	5,131		$	(24,723	)
Depreciation and amortization	3347,~~570~~217			3145,~~271~~936
Noncash portion of loss on debt extinguishment	22,735			521
Repayment of original issuance discounts	(6,161		)	—
Reserve for trade receivables	4,~~238~~849			—5,085
Amortization of discount on Convertible Notes	23,~~935~~805			69,~~003~~144
Amortization of gain on sale of the shipping fleet	—			(6,290		)
Stock-based compensation	16,165			35,~~419~~583
Changes in current assets and liabilities and other	1638,~~780~~772			105,~~026~~415
Operating cash flow	85132,~~224~~513			3840,~~183~~671
INVESTING
Capital expenditures	(1013,~~443~~575		)	(2538,~~322~~836		)
Other, net	(212		)	(978		)
Net proceeds from sale of long-term assets	—			5,256
Investing cash flow	(10,655		)	(26,300		)
Other, net	(67		)	(3,736		)
Investing cash flow	(13,642		)	(37,316		)
FINANCING
Issuances of long-term debt with related party	238,479			—
Repurchase of Convertible Notes	(146,401		)	—
Redemption of 7.875% Notes	(222,117		)	(10,000		)
Borrowings under the 2013 ABL Revolver	—			24,000
Repayments of the 2013 ABL Revolver	—			(24,000		)
Repayments of the 2013 ABL Term Loan	(4,875		)	(~~750~~1,125		)
Borrowings under the 2015 ABL	16,000			—
Repayments of the 2015 ABL	(16,000		)	—
Repayments of long-term debt and capital lease obligations	(23,~~367~~143		)	(~~146~~589		)
Payments for debt modification and issuance costs	(2,~~631~~738		)	(~~191~~266		)
Payments of debt extinguishment costs	—			(300		)
Payment of stock-based compensation	(36,588		)	—
Payment of dividend to related party	(45,374		)	—
Proceeds from sale of common stock	154,836			—
Proceeds from capital contributions	89,604			—
Advance from related party	18,445			—
Repayment of advance from related party	(18,445		)	—
Financing cash flow	2221,~~566~~683			(1112,~~387~~280		)
Increase (decrease) in cash and equivalents	97140,~~135~~554			~~496~~(8,925		)
Cash and equivalents, beginning of period	48,160			54,017
Cash and equivalents, end of period	$	~~145~~188,~~295~~714		$	5445,~~513~~092

See Notes to Condensed Consolidated Financial Statements.

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Chiquita Brands International, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1 – Basis of Presentation

The accompanying interim financial statements of Chiquita Brands International, Inc., which we refer to as Chiquita, the company, we or us, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in our Form 10-K for year ended December 31, 2014. In the opinion of management, all adjustments, which include only normal recurring adjustments unless otherwise noted, necessary for a fair statement of the results of the interim periods shown have been made. The results of operations for interim periods are subject to significant seasonal variations typical to the industry and are not indicative of the results to be expected for the full year. The Condensed Consolidated Financial Statements include the accounts of Chiquita Brands International, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

See Notes to Consolidated Financial Statements included in our 2014 Annual Report on Form 10-K for additional information relating to the Consolidated Financial Statements. The December 31, 2014 Condensed Consolidated Balance Sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

Note 2 – Change in ownership

SHARE PURCHASE AND CHANGE IN CONTROL

On October 26, 2014, Chiquita Brands International, Inc. ("CBII" or "Chiquita") entered into an Agreement and Plan of Merger ("Merger Agreement") with Cavendish Global Limited (now known as Chiquita Holdings Ltd., "Parent"), a private limited company incorporated under the laws of England and Wales, and Cavendish Acquisition Corporation ("Merger Sub"). Parent and Merger Sub are affiliates of the Cutrale and J.Safra Groups. Under the Merger Agreement, a Tender Offer commenced for the purchase of all shares of CBII common stock for $14.50 per share. On January 6, 2015, Merger Sub accepted for payment 39,791,364 shares that were validly tendered (not including 1,748,335 shares tendered pursuant to notices of guaranteed delivery), which represented approximately 84.46% of the outstanding shares of CBII, which triggered a change in control. Because the Parent and affiliates did not own more than 90% of the shares of CBII as a result of the Tender Offer, the Top-Up Option under the Merger ~~agreement~~Agreement was exercised on January 6, 2015, whereby 41,286,271 Top-Up shares were issued at $14.50 per share in exchange for a promissory note such that Parent and affiliates controlled at least 90% of the shares of CBII. Parent then completed a short-form merger in accordance with New Jersey law, converting each share issued and outstanding into the right to receive $14.50, except for shares owned by the Parent and affiliates. Shares of CBII were delisted from public trading on the New York Stock Exchange before market open on January 7, 2015. Immediately following the short-form merger, Merger Sub merged into CBII with CBII being the surviving entity. Any treasury shares were immediately canceled and the promissory note resulting from the Top-Up Option was eliminated. Following the merger, 1,000 shares of CBII stock remained outstanding and were held by Cavendish US Corporation (now known as Chiquita US Corporation, "Chiquita US"), a Delaware corporation and wholly owned, indirect subsidiary of Parent. All required consents to the change in control under debt agreements, leases and other matters were obtained prior to January 6, 2015, the date of the change in control.

To complete the transaction, $746 million of cash was contributed by Chiquita US, to Merger Sub, from which $683 million was paid to shareholders of Chiquita, $37 million was used to pay for previously unvested stock compensation that became vested upon change in control, and the remaining $26 million became part of CBII's cash balance when Merger Sub merged with CBII.

RESTRUCTURING AND PLANNED HEADQUARTERS CLOSURE

We announced on January 14, 2015 that all of our operational departments and remaining corporate services will be transitioned from Charlotte, North Carolina to other locations closer to customers and operations. The transition is expected to be completed over a period of twelve to eighteen months from the announcement date.

Total costs associated with the transition are anticipated to be in the range of $25 million to $40 million and are primarily related to: employee severance and relocation; the liability associated with the sub-letting or exit of our corporate headquarters office space in Charlotte; non-cash write-off of leasehold improvements and office equipment of approximately $10 million to $12 million; and the repayment of all $3 million of relocation incentives received in connection with our 2012 move to Charlotte. As of ~~June~~September 30, 2015, approximately $2629 million had been incurred related to the transition. Severance costs will be expensed over the requisite service periods and paid when employees have completed their required service, and the relocation and other costs will be expensed and paid as incurred. The remaining liability and cost associated with the corporate ~~office in~~

office in Charlotte including potentially subletting the space, will be determined and recorded as we cease to use the space. The write-off of leasehold improvements and office equipment will be expensed over an accelerated estimated remaining life of 12-18 months. An accrual for the repayment obligation for incentives received from our 2012 relocation to Charlotte was included in our 2014 results as a component of "Transaction costs."

TRANSACTION COSTS

In connection with the Merger Agreement and the terminated Fyffes plc. strategic combination, we incurred legal, advisory and other expenses totaling $128 million and $38 million for the quarters ended ~~June~~September 30, 2015 and 2014, respectively and $6067 million and $917 million for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, respectively.

INCOME TAX CONSIDERATIONS

The change in control results in certain limitations on our ability to use net operating loss carryforwards ("NOLs") in the U.S. Because we have full valuation allowances on these NOLs, these limitations do not result in income tax expense.

Note 3 – Business Disposals

In the second quarter of 2015, we finalized the closure of a dormant distribution business in Singapore for an immaterial amount, which was recorded in "Other income (expense), net."

In the first quarter of 2015, we disposed of an African sourcing business for the bananas segment resulting in a loss of less than $1 million, which was recorded in "Other income (expense), net."

In the first quarter of 2014, we disposed of a non-core healthy snacking business in Europe, resulting in a loss of $3 million, which was recorded in “Other income (expense), net.” Of this loss, $1 million related to cash payments upon disposal. This business represented approximately $2 million in annual net sales and had an insignificant effect on operating income.

Note 4 – Trade and Finance Receivables

TRADE RECEIVABLES

Our primary markets are in North America and Europe, but we also have sales in the Middle East and other markets. The majority of our sales in the Middle East are in Iran under license from the U.S. government that allows sale of food products to non-sanctioned parties. Sales to Iranian customers are in U.S. dollars and represent $64 million, $8 million and $129 million of "Trade receivables, less allowances" on the Condensed Consolidated Balance Sheet as of ~~June~~September 30, 2015, December 31, 2014 and ~~June~~September 30, 2014, respectively. Even though the sales in Iran are permitted, the international sanctions against Iran affected the ability of Iranian customers to pay invoices within terms because it became difficult for them to obtain U.S. dollars, euros or other suitable currencies in sufficient quantity on a regular basis. Over the course of 2012, our receivable balance with these customers increased, and we have established payment plans with each of these customers to reduce their balances. Certain customers have so far been able to find acceptable methods of payment to comply with their payment plans. However, some customers have not, and as a result, we recorded a reserve of $9 million in 2012, an additional $2 million in 2013, and another $2 million in the second quarter of 2015 as a result of further delinquency and other repayment risk. We source bananas from the Philippines for sale in the Middle East under a committed-volume, long term purchase contract with a former joint venture partner through 2016. To mitigate risk, we have reduced the amount of volume being sent to the Middle East and have ~~developed~~diluted ~~customers~~our incustomer ~~other~~concentration ~~Middle~~in ~~Eastern~~these markets. However, Iran remains an important market for our Philippine-sourced bananas.

FINANCE RECEIVABLES

Finance receivables were as follows:

	June 30, 2015					December 31, 2014					June 30, 2014
	September 30, 2015					December 31, 2014					September 30, 2014
(In thousands)	GrowerReceivables			SellerFinancing		GrowerReceivables			SellerFinancing		GrowerReceivables			SellerFinancing
Gross receivable	$	32,~~437~~402		$	2322,~~491~~390	$	36,089		$	25,629	$	3439,~~012~~724		$	2524,~~327~~401
Reserve	(31,~~660~~775		)	—		(32,074		)	—		(32,~~777~~653		)	—
Net receivable	$	~~777~~627		$	2322,~~491~~390	$	4,015		$	25,629	$	17,~~235~~071		$	2524,~~327~~401
Current portion, net	$	~~777~~627		$	45,~~928~~025	$	4,015		$	4,740	$	17,~~235~~071		$	4,~~148~~229
Long-term portion, net	—			1817,~~563~~365		—			20,889		—			2120,~~179~~172
Net receivable	$	~~777~~627		$	2322,~~491~~390	$	4,015		$	25,629	$	17,~~235~~071		$	2524,~~327~~401

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Seasonal advances may be made to certain qualified growers, which are normally collected as the produce is harvested and sold. We generally require asset liens and pledges of the season's produce as collateral to support these advances. If sales of the season's produce do not result in full repayment of the advance, we may exercise the collateral provisions or renegotiate the terms, including terms of interest, to collect the remaining balance.

During the ~~six~~nine months ended ~~June~~September 30, 2015, there was no significant activity in the reserve for grower receivables balance. The gross grower receivable balance in each period primarily relates to advances to a former Chilean grower of grapes and other produce, that we fully reserved in 2011, when the grower was declared bankrupt. We continue to aggressively negotiate recovery.

We provided seller financing in the 2009 sale of the former joint venture that sourced bananas and pineapples from the Philippines for sale in the Middle East and Asia. The financing for the sale of this joint venture is a note that is receivable in equal installments through 2019. As of ~~June~~September 30, 2015, payments are current on this note receivable.

Note 5 – Inventories

Inventories consist of the following:

(In thousands)	~~June~~September 30, 2015		December 31, 2014		~~June~~September 30, 2014
Finished goods	$	7076,~~155~~711	$	65,084	$	69,~~411~~244
Growing crops	7678,~~702~~455		75,412		7473,~~356~~068
Raw materials, supplies and other	5862,~~775~~112		56,811		6766,~~544~~619
	$	~~205~~217,~~632~~278	$	197,307	$	~~211~~208,~~311~~931

Note 6 – Debt including Capital Lease Obligations

The carrying values of our debt represent amortized cost and are summarized below with estimated fair values:

	June 30, 2015					December 31, 2014					June 30, 2014
	September 30, 2015					December 31, 2014					September 30, 2014
	Carrying Value			Estimated Fair Value1		Carrying Value			Estimated Fair Value1		Carrying Value			Estimated Fair Value1
(In thousands)
7.875% Senior Secured Notes due 2021	$	190,~~277~~390		$	~~205~~203,000	$	412,483		$	447,000	$	412,~~325~~403		$	~~455~~449,000
4.25% Convertible Senior Notes due 2016	45,~~002~~872			45,000		176,431			200,000		~~170~~173,~~053~~194			200,000
2013 ABL Term Loan	—			—		4,875			4,800		5,~~625~~250			5,000
Capital lease obligations2	40,~~970~~192			40,~~900~~100		41,891			41,800		42,~~558~~142			42,000
Other debt	4,~~971~~956			4,900		6,541			6,500		6,541			6,000
Less current portion	(32,~~263~~999		)			(4,703		)			(4,~~610~~648		)
Total long-term debt and capital lease obligations	$	~~277~~278,~~957~~411				$	637,518				$	~~632~~634,~~492~~882

The fair value of the senior notes is based on observable inputs, which include quoted prices for similar assets or liabilities in an active market and market-corroborated inputs (Level 2). All other debt may be traded on the secondary loan market, and the fair value is based on either the last available trading price, if recent, or trading prices of comparable debt (Level 3). See Note 8 for further discussion of fair value.


²	Capital lease obligations include the borrowings for the salad production and warehousing facility in the Midwest. See further description of the build-to-suit lease below.

7.875% SENIOR SECURED NOTES

In February 2013, ~~Chiquita Brands International, Inc. ("~~CBII") and its main operating subsidiary, Chiquita Brands L.L.C. ("CBL"), completed the offering of $425 million of 7.875% senior secured notes due February 1, 2021 ("7.875% Notes"). The notes were issued at 99.274% of par, resulting in a recorded discount that will be amortized over the life of the 7.875% Notes to reflect the effective interest rate of 8.0%. The 7.875% Notes were registered with the United States Securities and Exchange Commission through an exchange offer on January 6, 2014, which was completed on February 4, 2014. The 7.875% Notes bear interest of 7.875% per year (payable semi-annually in arrears on February 1 and August 1 of each year).

On January 21, 2015, we redeemed $139 million of the 7.875% Notes at 107.875% of the principal amount (plus accrued and unpaid interest) recording a loss on debt extinguishment of $14 million related to premium and deferred financing costs write-offs. On January 23, 2015, we redeemed an additional $43 million of the 7.875% Notes at 103% of the principle amount (plus accrued and unpaid interest) recording a loss on debt extinguishment of $2 million related to premium and deferred financing costs. On February 6, 2015, we redeemed an additional $43 million of the 7.875% Notes at 103% of the principle

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amount (plus accrued and unpaid interest) recording a loss on debt extinguishment of $2 million related to premium and deferred financing costs.

On January 31, 2014, we redeemed $10 million of the 7.875% Notes at 103% of the principal amount (plus interest to the redemption date), incurring less than $1 million of expense in 2014 for call premiums and deferred financing fee write-offs.

On or before February 1, 2016, CBII and CBL may redeem on one or more occasions up to 35% of the aggregate principal amounts with cash proceeds from certain equity sales at a redemption price of 107.875% of the principal amount plus accrued interest, provided that at least 65% of the original aggregate principal amount of the 7.875% Notes remains outstanding after each such redemption. Also, on or before February 5, 2016, CBII and CBL may redeem a portion of the 7.875% Notes at a redemption price of 103% of the principal amount plus accrued interest, provided that no more than $42.5 million aggregate principal amount may be redeemed each year. CBII and CBL may also redeem the 7.875% Notes as follows:



If redeemed during the 12-month period commencing February 1,		Redemption Price
2016		105.906%
2017		103.938%
2018		101.969%
2019 and thereafter		100.000%

Upon a change of control of CBII, CBII and CBL (or a third party on their behalf) was required to make an offer to purchase the notes at 101% of their principal amount, plus accrued interest. This offer was made but no notes were tendered.

4.25% CONVERTIBLE SENIOR NOTES

Our $200 million of 4.25% Convertible Senior Notes due 2016 ("Convertible Notes") were previously convertible at an initial conversion rate of 44.5524 shares of common stock per $1,000 in principal amount, equivalent to an initial conversion price of approximately $22.45 per share of common stock. The conversion rate was subject to adjustment based on certain dilutive events, including stock splits, stock dividends and other distributions (including cash dividends) in respect of the common stock. Holders of the Convertible Notes may tender their notes for conversion between May 15 and August 14, 2016, in multiples of $1,000 in principal amount, without limitation. Prior to May 15, 2016, holders of the Convertible Notes could have tendered the notes for conversion only under certain circumstances, in accordance with their terms.

The change in control that occurred on January 6, 2015 constituted a Fundamental Change under the Convertible Notes indenture, which required us to offer to repurchase the Convertible Notes at a price of 100% of the principal amount of the Notes to be repurchased. The offer was extended on January 14, 2015 to holders of record as of February 1, 2015, with payment on February 15, 2015. Because the payment date was the same date as the next regularly scheduled interest payment, holders received the regularly scheduled interest payment and no additional accrued interest. Holders of $151 million principal amount ($138 million carrying value) of Convertible Notes accepted this offer, after which $49 million of Convertible Notes remain outstanding and will continue to accrue interest until maturity. Early repayment resulted in a $17 million loss primarily due to the remaining unamortized discount on the Convertible Notes at the time of repurchase and was recorded in February 2015. See further information regarding the change in control in Note 2.

The carrying amounts of the debt component of the Convertible Notes are as follows:

(In thousands)	~~June~~September 30, 2015			December 31, 2014			~~June~~September 30, 2014
Principal amount of debt component1	$	49,071		$	200,000		$	200,000
Unamortized discount	(43,~~069~~199		)	(23,569		)	(2926,~~947~~806		)
Net carrying amount of debt component	$	45,~~002~~872		$	176,431		$	~~170~~173,~~053~~194

1 As of December 31, 2014 and ~~June~~September 30, 2014, the Convertible Notes' "if-converted" value did not exceed their principal amount because our common stock price was below the conversion price of the Convertible Notes. The ~~June~~September 30, 2015 principal amount was reduced due to the repurchased Convertible Notes during the first quarter of 2015. See above for further discussion.

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The interest expense related to the Convertible Notes was as follows:

	Quarter Ended June 30,				Six Months Ended June 30,
	Quarter Ended September 30,				Nine Months Ended September 30,
(In thousands)	2015		2014		2015		2014
4.25% coupon interest	$	~~522~~521	$	2,125	$	12,~~845~~366	$	46,~~250~~375
Amortization of deferred financing fees	28		117		86114		~~235~~352
Amortization of discount on the debt component	~~844~~870		3,~~046~~141		23,~~935~~805		69,~~003~~144
Total interest expense related to the Convertible Notes	$	1,~~394~~419	$	5,~~288~~383	$	46,~~866~~285	$	1015,~~488~~871

RELATED PARTY LOAN

In connection with the partial extinguishment of the 7.875% Notes and the Convertible Notes as described above, CBII entered into a related party loan that totaled $238 million with its shareholder Chiquita US, as further discussed in Note 16.

ASSET-BASED LENDING FACILITY

On February 5, 2015 we replaced our existing Asset Based Lending Facility ("2013 ABL") with a new 5-year, $150 million Asset Based Lending Facility ("2015 ABL"). Existing cash was used to repay the $5 million outstanding term loan ("2013 ABL Term Loan") balance under the 2013 ABL and to pay the $3 million of financing fees associated with the 2015 ABL. Revolving availability under the 2015 ABL is based on a borrowing base calculation based on specified advance rates against the value of domestic accounts receivable, certain inventory and certain domestic machinery and equipment, with the potential for additional advances against foreign receivables. The borrowing base includes up to $19.55 million in borrowing capacity based on specified advance rates against the value of certain domestic machinery and equipment (the "Fixed Asset Sub-Line"), which Fixed Asset Sub-Line contains a re-load feature to potentially increase the sub-line to $50 million. The 2015 ABL matures on February 5, 2020. Loans under the 2015 ABL bear interest at a rate equal to LIBOR plus a margin of 1.25% to 1.75%, or Base Rate plus a margin of 0.25% to 0.75%, determined based on levels of borrowing availability reset each fiscal quarter. At ~~June~~September 30, 2015, the weighted average interest rate for the 2015 ABL was LIBOR plus 1.25%, or 1.4445%.

Obligations under the 2015 ABL are secured by a first-priority security interest in present and future domestic receivables, inventory, equipment, and substantially all other domestic assets that are not under the first-priority security interest of the 7.875% Notes, all subject to certain exceptions and permitted liens and by a second-priority interest in the existing and after acquired material domestic real estate, certain intellectual property and a pledge of 100% of the stock of substantially all of CBII's and guarantors' domestic subsidiaries and up to 65% of the stock of certain foreign subsidiaries held by CBII, CBL and the guarantors, and proceeds relating thereto.

Under the 2015 ABL, CBL and non-de minimis domestic subsidiaries are borrowers. The facility is guaranteed on a full and unconditional basis by CBII and limited domestic subsidiaries of CBII, with the potential for additional guarantees or borrowers by foreign subsidiaries of CBII.

The 2015 ABL contains a fixed charge coverage ratio covenant which only becomes applicable when availability (as defined under such facility) is less than the greater of (i) 10% of the line cap (established under such facility) and (ii) $10 million. The 2015 ABL also contains a covenant requiring CBII and its subsidiaries to maintain substantially all its cash in accounts that are subject to the control of the collateral agent under the 2015 ABL, which only becomes applicable when (a) one of certain specified event of defaults under the facility occurs and is continuing or (b) availability (as defined under such facility) is less than the greater of (i) 10% of the line cap (as defined under such facility) or (ii) $10 million, in either case (i) or (ii) for five consecutive business days. The 2015 ABL also contains other customary affirmative and negative covenants, including limitations of our ability to make distributions and pay dividends.

At ~~June~~September 30, 2015, we had no borrowings under the 2015 ABL. We had $9392 million of availability under the 2015 ABL after $25 million was used to support letters of credit.

At ~~June~~September 30, 2015, we were in compliance with the 2015 ABL and its other agreements and expect to remain in compliance for at least the next twelve months.

BUILD-TO-SUIT LEASE FOR MIDWEST SALAD PLANT CONSOLIDATION

In June 2012, we entered into a 20-year lease agreement for a salad production and warehousing facility in the Midwest that replaced three existing facilities in the region. The lease agreement contains two 5-year extension periods. The plant was phased into service during 2013, and the construction costs were finalized on March 31, 2014. As of April 1, 2015 an interest rate of 6.4% is used to calculate the capital lease liability and future payments. Lease payments increase annually based on CPI. The total liability related to this facility was $4140 million, $41 million and $42 million at ~~June~~September 30, 2015, December 31, 2014 and ~~June~~September 30, 2014, respectively, of which approximately $1 million was current at each of those dates.

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OTHER DEBT

In the first quarter of 2014, we purchased a group of banana farms in Honduras that were adjacent to farms that we already owned. The purchase included approximately 700 hectares of land, of which nearly 450 hectares are in production, as well as related buildings and equipment. The purchase price was $10 million, of which $3 million was paid at closing and is included in "Investing: Other, net" in the Condensed Consolidated Statement of Cash Flows. The remaining $7 million was financed by the sellers and is payable in annual installments over four years. The agreement did not specify an interest rate, and we calculated the debt balance using the effective rate method and an estimated interest rate of 8%.

Note 7 – Hedging

~~Derivative~~As ~~instruments~~of ~~are~~September 30, 2015 all bunker fuel forward contracts and currency derivatives had settled, with no future positions outstanding and carried at fair value in the Condensed Consolidated Balance Sheets. For derivative instruments that ~~are~~were designated and ~~qualify~~qualified as cash flow hedges through September 30, 2015, the effective portion of the gains or losses iswas deferred as a component of "Accumulated other comprehensive income (loss)" ("AOCI") and reclassified into net income in the same period during which the hedged transaction ~~affects~~affected net income. Gains and losses on derivatives representing hedge ineffectiveness ~~are~~were recognized in net income (loss) currently. See further information regarding fair value measurements of derivatives in Note 8.

To manage our exposure to exchange rates on the conversion of euro-based revenue into U.S. dollars, we ~~use~~used average rate euro put options, average rate collars (a purchased average rate euro put option paired with a sold average rate euro call option) and average rate euro forward contracts. In some cases, we ~~may~~entered ~~enter~~ into an average rate euro put and an average rate euro call at the same strike rate (a "synthetic average rate forward") to effectively lock in the exchange rate of the notional amount similar to an average rate euro forward. Average rate euro put options ~~require~~required an upfront premium payment and reduce the risk of a decline in the value of the euro without limiting the benefit of an increase in the value of the euro. Average rate euro call options sold by us ~~require~~required an upfront premium payment to be received from the counterparty and ~~limit~~limited the benefit of an increase in the value of the euro without limiting the risk of a decline in the value of the euro. Average rate forward contracts ~~lock~~locked in the value of the euro and do not require an upfront premium. These instruments ~~are~~were designated as cash flow hedges. As of September 30, 2015, all average rate euro put options, average rate collars and average rate forward contracts had settled.

Most of our foreign operations use the U.S. dollar as their functional currency. As a result, balance sheet translation adjustments due to currency fluctuations are recognized currently in "Cost of sales." To reduce the resulting volatility, through December 2014, we also entered into 30-day euro forward contracts each month to economically hedge the net monetary assets exposed to euro exchange rates and reduce the resulting volatility. We did not enter into 30-day euro forward contracts during the ~~six~~nine months ended ~~June~~September 30, 2015. These 30-day euro forward contracts ~~are~~were not designated as hedging instruments, and gains and losses on these forward contracts were recognized in "Cost of sales" as follows:

	Quarter ended June 30,						Six months ended June 30,
	Quarter ended September 30,						Nine months ended September 30,
(In thousands)	2015			2014			2015			2014
Gains (losses) on 30-day euro forward contracts	N/A			$	471		N/A			$	259
Gains on 30-day euro forward contracts	N/A			$	5,351		N/A			$	5,610
Gains (losses) from fluctuations in the value of the net monetary assets exposed to euro exchange rates	$	3,602		(1,595		)	$	(7,342	)	(3,946		)
Losses from fluctuations in the value of the net monetary assets exposed to euro exchange rates	$	(1,009	)	(8,095		)	$	(8,351	)	(12,041		)

To minimize the volatility that changes in fuel prices can have on our operating results, we maintain a fuel surcharge program on sales in North America, and we ~~enter~~entered into bunker fuel forward contracts (swaps) that ~~allow~~allowed us to lock in fuel prices for our European shipping rotations for up to three years ~~in advance~~. These bunker fuel forward contracts ~~are~~were designated as cash flow hedging instruments. As of September 30, 2015, all bunker fuel forward contracts had settled with no future positions outstanding.

In connection with the 2015 ABL further discussed in Note 6, we were required to settle hedge contracts with one counterparty before their maturity because the counterparty was not a lender under the 2015 ABL. The contracts were settled for less than $1 million, net, and represented forward contracts for 17,460 metric tons of bunker fuel at an average rate of $562.92 per metric ton, average rate forward contracts for €18 million at a weighted average rate of $1.37 per euro, and an average rate collar (average rate put option at $1.35 per euro combined with an average rate call option at $1.43 per euro) for €2 million.

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At June 30, 2015, our hedge portfolio was comprised of the following outstanding positions, which were all designated as cash flow hedges:

	NotionalAmount	Contract Average Rate/Price	SettlementPeriod1
Currency derivatives:
Purchased euro put options	€34 million	$1.34/€	2015
Sold euro call options	€34 million	$1.39/€	2015
3.5% Rotterdam Barge fuel derivatives:
Bunker fuel forward contracts	12,700 mt	$549/mt	2015

1 Settlement periods for bunker fuel forward contracts and currency derivatives are through September 2015. Certain positions were net settled on February 5, 2015 in connection with entering into the 2015 ABL as described above.

Activity related to our derivative assets and liabilities designated as hedging instruments is as follows:

	2015						2014
(In thousands)	CurrencyHedgePortfolio			Bunker FuelForwardContracts			CurrencyHedgePortfolio			Bunker FuelForwardContracts
Balance at beginning of year	$	23,735		$	(15,990	)	$	(5,014	)	$	988
Realized (gains) losses included in net income1	(16,773		)	8,775			1,229			(175		)
Purchases (sales), net2	—			—			277			—
Changes in fair value	18,017			(104		)	(323		)	(1,447		)
Balance at March 31	$	24,979		$	(7,319	)	$	(3,831	)	$	(634	)
Realized (gains) losses included in net income	(13,659		)	3,465			1,414			(61		)
Purchases (sales), net 2	—			—			—			—
Changes in fair value	(3,636		)	1,044			1,906			1,641
Balance at June 30	$	7,684		$	(2,810	)	$	(511	)	$	946
Realized (gains) losses included in net income	(7,727		)	3,760			(1,308		)	822
Purchases (sales), net 2	—			—			149			—
Changes in fair value	43			(950		)	23,513			(5,141		)
Balance at September 303	$	—		$	—		$	21,843		$	(3,373	)


¹	(Gains) losses realized from the settled currency and bunker fuel forward hedge contracts prior to maturity are included in the first quarter of 2015. See discussion above.


²	Purchases (sales) represent the cash premiums paid upon the purchase of euro put options or received upon the sale of euro call options. Bunker fuel and currency forward contracts require no up-front cash payment and have an initial fair value of zero; settlements on the forward contracts (swaps) occur upon their maturity.

~~Deferred~~3 ~~net~~Settlement ~~gains~~periods ~~(losses)~~for inbunker ~~"Accumulated~~fuel ~~other~~forward ~~comprehensive~~contracts ~~income~~and ~~(loss)"~~currency atderivatives ~~June~~ were through September 30, 2015, ~~are~~with ~~expected~~no tofuture bepositions ~~reclassified into income as follows (in thousands):~~outstanding.

Expected Period of Recognition		CurrencyHedgePortfolio				BunkerFuelForwardContracts				Total
2015		$	7,535			$	(2,799	)		$	4,736

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The following tables summarize the effect of our derivatives designated as cash flow hedging instruments on OCI and earnings:

	Quarter ended June 30, 2015									Quarter ended June 30, 2014
	Quarter ended September 30, 2015									Quarter ended September 30, 2014
(In thousands)	CurrencyHedgePortfolio			Bunker FuelForwardContracts			Total			CurrencyHedgePortfolio			Bunker FuelForwardContracts			Total
Gain (loss) recognized in OCI on derivative (effective portion)	$	~~(3,296~~341	)	$	~~1,026~~(961	)	$	(~~2,270~~620	)	$	223,~~694~~983		$	1(4,~~747~~911	)	$	419,~~441~~072
Gain (loss) reclassified from accumulated OCI into income (effective portion)1	137,~~829~~876			(3,~~465~~760		)	104,~~364~~116			(1,~~020~~543		)	61(822		)	~~(959~~721		)
Loss recognized in income on derivative (ineffective portion)1	—			1811			1811			—			(~~107~~230		)	(~~107~~230		)

Six months ended June 30, 2015

Six months ended June 30, 2014

Nine months ended September 30, 2015

Nine months ended September 30, 2014

(In thousands)

CurrencyHedgePortfolio

Bunker FuelForwardContracts

Total

CurrencyHedgePortfolio

Bunker FuelForwardContracts

Total

Gain (loss) recognized in OCI on derivative (effective portion)

15,~~131~~472

~~873~~(88

)

1615,~~004~~384

226,~~774~~757

~~621~~(4,290

)

322,~~395~~467

Gain (loss) reclassified from accumulated OCI into income (effective portion)1

3038,~~807~~683

(1216,~~240~~000

)

1822,~~567~~683

(~~2,047~~504

)

~~236~~(586

)

(1,~~811~~090

)

Loss recognized in income on derivative (ineffective portion)1

—

6778

—

(~~428~~657

)

(~~428~~657

)


¹	Both the gain (loss) reclassified from "AOCI" into income (effective portion) and the gain (loss) recognized in income on derivative (ineffective portion), if any, are included in "Net sales" for the currency hedge portfolio and "Cost of sales" for bunker fuel forward contracts.

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Note 8 – Fair Value Measurements

Fair value is the price to hypothetically sell an asset or transfer a liability in an orderly manner in the principal market for that asset or liability. Accounting standards prioritize the use of observable inputs in measuring fair value. The level of a fair value measurement is determined entirely by the lowest level input that is significant to the measurement. The three levels are (from highest to lowest):

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

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

Level 3 – unobservable inputs.

The following table summarizes financial assets and liabilities carried at fair value, including derivative instruments on a gross basis, and the location of these instruments on the Condensed Consolidated Balance Sheets as of ~~June~~December 31, 2014 and September 30, 2014. As of September 30, 2015, ~~December~~there ~~31,~~were ~~2014~~no financial assets and ~~June~~liabilities carried at fair value on the Condensed Consolidated Balance Sheet as all derivative instruments had settled by September 30, ~~2014~~2015:



		Assets (Liabilities)			Fair Value Measurements Using
(In thousands)		at Fair Value			Level 1		Level 2			Level 3

December 31, 2014
Derivatives recorded in "Other current assets":
Currency hedge portfolio	Gross amounts of recognized assets	$	10,215		$	—	$	10,215		$	—
Currency hedge portfolio	Gross amounts offset in the balance sheets	(145		)	—		(145		)	—
Net amount recorded in other current assets		10,070			—		10,070			—
Derivatives recorded in "Accrued liabilities":
Currency hedge portfolio	Gross amounts offset in the balance sheets	14,103			—		14,103			—
Currency hedge portfolio	Gross amounts of recognized liabilities	(438		)	—		(438		)	—
Bunker fuel forward contracts	Gross amounts offset in the balance sheets	(15,990		)	—		(15,990		)	—
Net amount recorded in accrued liabilities		(2,325		)	—		(2,325		)	—
December 31, 2014		$	7,745		$	—	$	7,745		$	—

September 30, 2014
Derivatives recorded in "Other current assets":
Currency hedge portfolio	Gross amounts of recognized assets	$	22,593		$	—	$	22,593		$	—
Currency hedge portfolio	Gross amounts offset in the balance sheets	(750		)	—		(750		)	—
Bunker fuel forward contracts	Gross amounts offset in the balance sheets	(3,373		)	—		(3,373		)	—
30-day euro forward contracts	Gross amounts of recognized assets	502			—		502			—
Net amount recorded in other current assets		18,972			—		18,972			—
September 30, 2014		$	18,972		$	—	$	18,972		$	—

Except as described in Note 7, currency hedge portfolio and bunker fuel forward contracts were designated as hedging instruments. 30-day euro forward contracts were not designated as hedging instruments. To the extent derivatives in an asset position and derivatives in a liability position were with the same counterparty, they were netted in the Condensed Consolidated Balance Sheets because we entered into master netting arrangements with each of our hedging partners.

We valued fuel hedging positions by applying an observable discount rate to the current forward prices of identical hedge positions. We valued currency hedging positions by utilizing observable or market-corroborated inputs such as exchange rates, volatility and forward yield curves. We traded only with counterparties that met certain liquidity and creditworthiness standards and did not anticipate non-performance by any of these counterparties. We did not require collateral from our counterparties, nor were we obligated to provide collateral when contracts were in a liability position. However, consideration of non-performance risk was required when valuing derivative instruments, and we included an adjustment for non-performance risk in the recognized measure of derivative instruments to reflect the full credit default spread ("CDS") applied to a net exposure for each counterparty. When there was a net asset position, we used the counterparty's CDS; when there was a net liability position, we used our own estimated CDS. CDS was generally not a significant input in measuring fair value and was not

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		Assets (Liabilities)			Fair Value Measurements Using
(In thousands)		at Fair Value			Level 1		Level 2			Level 3
June 30, 2015
Derivatives recorded in "Other current assets":
Currency hedge portfolio	Gross amounts of recognized assets	$	6,226		$	—	$	6,226		$	—
Currency hedge portfolio	Gross amounts offset in the balance sheets	(2		)	—		(2		)	—
	Net amount recorded in other current assets	6,224			—		6,224			—
Derivatives recorded in "Accrued liabilities":
Currency hedge portfolio	Gross amounts offset in the balance sheets	1,460			—		1,460			—
Bunker fuel forward contracts	Gross amounts of recognized liabilities	(2,810		)	—		(2,810		)	—
Net amount recorded in accrued liabilities		(1,350		)	—		(1,350		)	—
June 30, 2015		$	4,874		$	—	$	4,874		$	—
December 31, 2014
Derivatives recorded in "Other current assets":
Currency hedge portfolio	Gross amounts of recognized assets	$	10,215		$	—	$	10,215		$	—
Currency hedge portfolio	Gross amounts offset in the balance sheets	(145		)	—		(145		)	—
Net amount recorded in other current assets		10,070			—		10,070			—
Derivatives recorded in "Accrued liabilities":
Currency hedge portfolio	Gross amounts offset in the balance sheets	14,103			—		14,103			—
Currency hedge portfolio	Gross amounts of recognized liabilities	(438		)	—		(438		)	—
Bunker fuel forward contracts	Gross amounts offset in the balance sheets	(15,990		)	—		(15,990		)	—
Net amount recorded in accrued liabilities		(2,325		)	—		(2,325		)	—
December 31, 2014		$	7,745		$	—	$	7,745		$	—
June 30, 2014
Derivatives recorded in "Other current assets":
Currency hedge portfolio	Gross amounts of recognized assets	$	1,259		$	—	$	1,259		$	—
Currency hedge portfolio	Gross amounts offset in the balance sheets	(1,171		)	—		(1,171		)	—
Bunker fuel forward contracts	Gross amounts of recognized assets	830			—		830			—
Bunker fuel forward contracts	Gross amounts offset in the balance sheets	(14		)	—		(14		)	—
30-day euro forward contracts	Gross amounts offset in the balance sheet	(84		)	—		(84		)	—
Net amount recorded in other current assets		820			—		820			—
Derivatives recorded in "Investments & other assets, net":
Bunker fuel forward contracts	Gross amounts of recognized assets	293					293
Net amount recorded in investments & other assets, net		293			—		293			—
Derivatives recorded in "Accrued liabilities":
Currency hedge portfolio	Gross amounts offset in the balance sheets	2,482			—		2,482			—
Currency hedge portfolio	Gross amounts of recognized liabilities	(3,081		)	—		(3,081		)	—
Bunker fuel forward contracts	Gross amounts offset in the balance sheets	322			—		322			—
Bunker fuel forward contracts	Gross amounts of recognized liabilities	(476		)	—		(476		)	—
30-day euro forward contracts	Gross amounts of recognized liabilities	(254		)	—		(254		)	—
	Net amount recorded in accrued liabilities	(1,007		)	—		(1,007		)	—
Derivatives recorded in "Other liabilities":
Bunker fuel forward contracts	Gross amounts of recognized liabilities	(10		)			(10		)
Net amount recorded in other liabilities		(10		)	—		(10		)	—
June 30, 2014		$	96		$	—	$	96		$	—

significant for any of our derivative instruments in any period presented. See further discussion and tabular disclosure of hedging activity in Note 7.

Except as described in Note 7, currency hedge portfolio and bunker fuel forward contracts are designated as hedging instruments. 30-day euro forward contracts are not designated as hedging instruments. To the extent derivatives in an asset

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position and derivatives in a liability position are with the same counterparty, they are netted in the Condensed Consolidated Balance Sheets because we enter into master netting arrangements with each of our hedging partners.

We value fuel hedging positions by applying an observable discount rate to the current forward prices of identical hedge positions. We value currency hedging positions by utilizing observable or market-corroborated inputs such as exchange rates, volatility and forward yield curves. We trade only with counterparties that meet certain liquidity and creditworthiness standards and do not anticipate non-performance by any of these counterparties. We do not require collateral from our counterparties, nor are we obligated to provide collateral when contracts are in a liability position. However, consideration of non-performance risk is required when valuing derivative instruments, and we include an adjustment for non-performance risk in the recognized measure of derivative instruments to reflect the full credit default spread ("CDS") applied to a net exposure for each counterparty. When there is a net asset position, we use the counterparty's CDS; when there is a net liability position, we use our own estimated CDS. CDS is generally not a significant input in measuring fair value and was not significant for any of our derivative instruments in any period presented. See further discussion and tabular disclosure of hedging activity in Note 7.

Financial instruments not carried at fair value consist of our debt. See further fair value discussion and tabular disclosure related to debt in Note 6.

Fair value measurements of benefit plan assets included in net benefit plan liabilities are based on quoted market prices in active markets (Level 1) or quoted prices in inactive markets (Level 2). The carrying amounts of cash and equivalents, accounts receivable, other receivables including current and non-current finance receivables and accounts payable approximate fair value. Level 3 fair value measurements are used in certain non-recurring items, including the impairment reviews of goodwill and intangible assets, which take place annually during the fourth quarter, or as circumstances indicate the possibility of impairment. Level 3 fair value measurements are also used in measuring non-recurring items, including impairments related to long-lived assets whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

Note 9 – Pension and Severance Benefits

Net pension expense from our defined benefit and severance plans are primarily comprised of severance plans covering Central American employees and consists of the following:

	Quarter Ended June 30,						Six Months Ended June 30,
	Quarter Ended September 30,						Nine Months Ended September 30,
(In thousands)	2015			2014			2015			2014
Service cost	$	1,~~957~~958		$	1,855		$	35,~~915~~873		$	35,~~710~~565
Interest on projected benefit obligation	1,~~294~~320			1,~~440~~411			23,~~641~~961			24,~~830~~241
Expected return on plan assets	(~~169~~248		)	(~~341~~334		)	(~~497~~745		)	(~~671~~1,005		)
Recognized actuarial loss	~~283~~250			~~264~~265			~~535~~785			~~532~~797
Amortization of prior service cost	32			32			6496			6496
Defined benefit and severance plan expense	$	3,~~397~~312		$	3,~~250~~229		$	69,~~658~~970		$	69,~~465~~694

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Note 10 – Reclassifications from Accumulated Other Comprehensive Income

Gains and losses deferred in AOCI are reclassified and recognized in the Condensed Consolidated Statements of Operations when they are realized. The items in the table below do not have an income tax effect because they are either permanent differences in the income tax calculation or they relate to jurisdictions where we have established full valuation allowances against our deferred tax assets. Amounts of (income) expense reclassified from AOCI are as follows (in thousands):

AOCI Component

Line Items Affected by Reclassifications from AOCI in the Condensed Consolidated Statements of Operations

(Income) / expense reclassified from AOCI for the quarter ended ~~June~~September 30,

(Income) / expense reclassified from AOCI for the ~~six~~nine months ended ~~June~~September 30,

2015

2014

2015

2014

Currency translation

Other income (expense), net

~~(43~~—

)

—

~~559~~2

252

Currency hedge portfolio derivatives

Net sales

(137,~~829~~876

)

(1,~~020~~543

)

(3038,~~807~~683

)

~~2,047~~504

Bunker fuel forward contracts

Cost of sales

3,~~465~~760

~~(61~~822

)

1216,~~240~~000

~~(236~~586

)

Prior service cost and recognized actuarial loss amortization related to pensions*

~~315~~282

~~296~~297

~~599~~881

~~596~~893

* These accumulated other comprehensive income components are included in the computation of net periodic pension cost. See Note 9 for further details.

(In thousands)	Net cumulative currency translation gains (losses)			Net unrealized losses on qualifying cash flow hedges			Net unrecognized losses related to pension and severance plans (1)			Total
Balance at March 31, 2015	$	314		$	17,370		$	(24,635	)	$	(6,951	)
Other comprehensive income (loss) before reclassifications	—			(2,270		)	1,095			(1,175		)
Amounts reclassified from accumulated other comprehensive income	(43		)	(10,364		)	315			(10,092		)
Net current-period other comprehensive income	(43		)	(12,634		)	1,410			(11,267		)
Balance at June 30, 2015	$	271		$	4,736		$	(23,225	)	$	(18,218	)

The changes in the components of accumulated other comprehensive income, net of tax, for the quarter and nine months ended September 30, 2015 were as follows:

(In thousands)	Net cumulative currency translation gains (losses)			Net unrealized losses on qualifying cash flow hedges			Net unrecognized losses related to pension and severance plans (1)			Total
Balance at December 31, 2014	$	(290	)	$	7,299		$	(27,091	)	$	(20,082	)
Other comprehensive income (loss) before reclassifications	2			16,004			3,267			19,273
Amounts reclassified from accumulated other comprehensive income	559			(18,567		)	599			(17,409		)
Net current-period other comprehensive income	561			(2,563		)	3,866			1,864
Balance at June 30, 2015	$	271		$	4,736		$	(23,225	)	$	(18,218	)

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(In thousands)	Net cumulative currency translation gains (losses)			Net unrealized losses on qualifying cash flow hedges			Net unrecognized losses related to pension and severance plans (1)			Total
Balance at March 31, 2014	$	(201	)	$	(5,848	)	$	(19,702	)	$	(25,751	)
Balance at June 30, 2015	$	271		$	4,736		$	(23,225	)	$	(18,218	)
Other comprehensive income (loss) before reclassifications	(1—		)	~~4,441~~(620		)	(~~563~~1		)	~~3,877~~(621		)
Amounts reclassified from accumulated other comprehensive income	—			~~959~~(4,116		)	~~296~~282			1(3,~~255~~834		)
Net current-period other comprehensive income	(1—		)	5(4,~~400~~736		)	~~(267~~281		)	5(4,~~132~~455		)
Balance at June 30, 2014	$	(202	)	$	(448	)	$	(19,969	)	$	(20,619	)
Balance at September 30, 2015	$	271		$	—		$	(22,944	)	$	(22,673	)

(In thousands)	Net cumulative currency translation gains (losses)			Net unrealized losses on qualifying cash flow hedges			Net unrecognized losses related to pension and severance plans (1)			Total
Balance at December 31, 2013	$	(469	)	$	(5,654	)	$	(19,660	)	$	(25,783	)
Balance at December 31, 2014	$	(290	)	$	7,299		$	(27,091	)	$	(20,082	)
Other comprehensive income (loss) before reclassifications	152			315,~~395~~384			~~(905~~3,266		)	218,~~505~~652
Amounts reclassified from accumulated other comprehensive income	~~252~~559			1(22,~~811~~683		)	~~596~~881			2(21,~~659~~243		)
Net current-period other comprehensive income	~~267~~561			5(7,~~206~~299		)	~~(309~~4,147		)	5(2,~~164~~591		)
Balance at June 30, 2014	$	(202	)	$	(448	)	$	(19,969	)	$	(20,619	)
Balance at September 30, 2015	$	271		$	—		$	(22,944	)	$	(22,673	)

⁽¹⁾Net of deferred tax asset of $521 thousand, $521 thousand and $401 thousand as of September 30, 2015, June 30, 2015 and December 31, 2014, respectively.

The changes in the components of accumulated other comprehensive income, net of tax, for the quarter and nine months ended September 30, 2014 were as follows:

(1) Net of deferred tax liability of $271 thousand, $271 thousand and $530 thousand as of June 30, 2014, March 31, 2014, and December 31, 2013, respectively.



(In thousands)	Net cumulative currency translation gains (losses)			Net unrealized losses on qualifying cash flow hedges			Net unrecognized losses related to pension and severance plans (1)			Total
Balance at June 30, 2014	$	(202	)	$	(448	)	$	(19,969	)	$	(20,619	)
Other comprehensive income (loss) before reclassifications	1			19,072			—			19,073
Amounts reclassified from accumulated other comprehensive income	—			(721		)	297			(424		)
Net current-period other comprehensive income	1			18,351			297			18,649
Balance at September 30, 2014	$	(201	)	$	17,903		$	(19,672	)	$	(1,970	)

~~Note 11 – Income Taxes~~16

The effective tax rates were 1.4% and 18.3% for the quarters ended June 30, 2015 and 2014, respectively and 330.4% and 311.3% for the six months ended June 30, 2015 and 2014, respectively. We record income taxes using an estimated annual effective tax rate for interim reporting. Under the annual effective tax rate method, jurisdictions with a projected loss where no tax benefit can be recognized are excluded from the calculation of the estimated annual effective tax rate.

The effective tax rates for the quarters and six months ended June 30, 2015 and 2014 were impacted by the mix in earnings among domestic and foreign jurisdictions, losses in various jurisdictions and certain discrete items. Many of these foreign jurisdictions have tax rates that are lower than the U.S. statutory rate, and we continue to maintain full valuation allowances on net deferred tax assets in certain of these foreign jurisdictions. The effective tax rates for the quarters and six months ended June 30, 2015 and 2014 were also impacted by our continuing to maintain a full valuation allowance on U.S. net deferred tax assets.

We believe that it is reasonably possible that the amount of unrecognized income tax benefits and interest may decrease during the next 12 months by approximately $5 million related to the expiration of statutes of limitations, of which $5 million would reduce income tax expense.

As previously disclosed, the tax authority in Ecuador is challenging the transfer pricing practices of major banana exporters and has assessed $23 million of income taxes, penalties and interest related to transfer pricing from 2008 through 2010 and $5 million of statutorily required profit sharing related to transfer pricing from 2010. Other tax years remain open and under audit and may result in additional assessments before the matter is resolved. We believe appropriate transfer pricing was used and that more likely than not, we will succeed upon appeal. Therefore, we do not have unrecognized tax benefits related to this matter included in our June 30, 2015, December 31, 2014 or June 30, 2014 balance sheets. In July 2015, we entered into discussions with the tax authority in Ecuador and expect to favorably resolve this matter in the third quarter of 2015.

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(In thousands)	Net cumulative currency translation gains (losses)			Net unrealized losses on qualifying cash flow hedges			Net unrecognized losses related to pension and severance plans (1)			Total
Balance at December 31, 2013	$	(469	)	$	(5,654	)	$	(19,660	)	$	(25,783	)
Other comprehensive income (loss) before reclassifications	16			22,467			(905		)	21,578
Amounts reclassified from accumulated other comprehensive income	252			1,090			893			2,235
Net current-period other comprehensive income	268			23,557			(12		)	23,813
Balance at September 30, 2014	$	(201	)	$	17,903		$	(19,672	)	$	(1,970	)

⁽¹⁾ Net of deferred tax liability of $271 thousand, $271 thousand and $530 thousand as of September 30, 2014, June 30, 2014, and December 31, 2013, respectively.

Note 11 – Income Taxes

The effective tax rates were 33.3% and (3.0)% for the quarters ended September 30, 2015 and 2014, respectively and 70.6% and (73.7)% for the nine months ended September 30, 2015 and 2014, respectively. We record income taxes using an estimated annual effective tax rate for interim reporting. Under the annual effective tax rate method, jurisdictions with a projected loss where no tax benefit can be recognized are excluded from the calculation of the estimated annual effective tax rate.

The effective tax rates for the quarters and nine months ended September 30, 2015 and 2014 were impacted by the mix in earnings among domestic and foreign jurisdictions, losses in various jurisdictions and certain discrete items, including the Ecuadorian tax authority item discussed below. Many of these foreign jurisdictions have tax rates that are lower than the U.S. statutory rate, and we continue to maintain full valuation allowances on net deferred tax assets in certain of these foreign jurisdictions. The effective tax rates for the quarters and nine months ended September 30, 2015 and 2014 were also impacted by our continuing to maintain a full valuation allowance on U.S. net deferred tax assets.

We believe that it is reasonably possible that the amount of unrecognized income tax benefits and interest may decrease during the next 12 months by approximately $6 million related to the expiration of statutes of limitations, of which $6 million would reduce income tax expense.

As previously disclosed, the tax authority in Ecuador challenged the transfer pricing practices of major banana exporters and assessed $23 million of income taxes, penalties and interest related to transfer pricing from 2008 through 2010 and $5 million of statutorily required profit sharing related to transfer pricing from 2010. In the third quarter of 2015 we successfully negotiated with the Ecuadorian tax authority and settled the outstanding tax assessments relating to transfer pricing and profit sharing for 2008 and 2009, and reached a preliminary settlement for the 2010 tax year. We paid $3 million to the Ecuadorian tax authority and believe there will be no additional significant assessments.

Note 12 – Advertising and Promotion Expense

Advertising and certain promotion expenses are included in "Selling, general and administrative" in the Condensed Consolidated Statements of Operations and were $79 million and ~~for~~$5 ~~each~~million offor the quarters ended ~~June~~September 30, 2015 and 2014, respectively, and were $1625 million and $1519 million for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, respectively.

Note 13 – Stock-Based Compensation

Upon change in control on January 6, 2015, all unvested stock awards including restricted stock units ("RSU's"), Long Term Incentive Plan ("LTIP") awards and performance restricted stock units ("PRSU's") for performance periods ending after 2014 vested, where applicable, and became payable according to change in control provisions of the stock plans or other applicable agreements. The change-in-control vesting resulted in a total payout of $37 million during the quarter ended March 31, 2015. There has been no additional stock compensation expense ~~for~~in ~~the quarter ended June 30,~~ 2015 and stock-based compensation expense totaled $14 million for the quarter ended ~~June~~September 30, 2014. Stock-based compensation expense for the ~~for~~nine ~~the six~~ months ended ~~June~~September 30, 2015 and 2014 totaled $16 million and $48 million, respectively. The stock plan was terminated in August 2015. See Note 2 for further details regarding the change in control.

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Note 14 – Segment Information

We report three business segments:


•	Bananas: Includes the sourcing (purchase and production), transportation, marketing and distribution of bananas.


•	Salads and Healthy Snacks: Includes ready-to-eat, packaged salads, referred to in the industry as "value-added salads" and other value-added products, such as healthy snacking items, fresh vegetable and fruit ingredients used in food service; and processed fruit ingredients.


•	Other Produce: Includes the sourcing, marketing and distribution of whole fresh produce other than bananas. The primary product of the Other Produce segment is pineapples.

Certain corporate expenses are not allocated to the reportable segments and are included in "Corporate costs". Inter-segment transactions are eliminated.

Financial information for each segment follows:

	Quarter Ended June 30,						Six Months Ended June 30,
	Quarter Ended September 30,						Nine Months Ended September 30,
(In thousands)	2015			2014			2015			2014
Net sales:
Bananas	$	~~502~~416,~~194~~222		$	~~537~~477,~~340~~472		$	~~973~~1,~~198~~389,420		$	1,~~038~~516,~~871~~343
Salads and Healthy Snacks	~~248~~237,~~108~~715			~~249~~234,~~317~~235			~~478~~716,~~341~~055			~~478~~713,~~928~~163
Other Produce	2620,~~345~~763			3926,~~190~~844			5071,~~439~~203			7096,~~038~~882
	$	~~776~~674,~~647~~700		$	~~825~~738,~~847~~551		$	12,~~501~~176,~~978~~678		$	12,~~587~~326,~~837~~388
Operating income (loss):
Bananas1,4	$	65,984		$	43,332		$	94,561		$	64,021
Bananas1	$	14,617		$	18,138		$	109,178		$	82,159
Salads and Healthy Snacks2,4	27,818			7,227			38,719			3,742
Salads and Healthy Snacks2	23,499			6,236			62,218			9,978
Other Produce4	2,179			30			4,222			125
Other Produce	(660		)	(4,788		)	3,562			(4,663		)
Corporate costs3,4	(2514,~~833~~288		)	(1321,~~856~~024		)	(8094,~~284~~572		)	(3051,~~567~~591		)
	$	7023,~~148~~168		$	36(1,~~733~~438	)	$	5780,~~218~~386		$	3735,~~321~~883

1 Includes $5 million of cost related to the changeover of vessels at the end of the leases and a $1 million gain on the sale of a ripening facility in Europe in the ~~second~~nine ~~quarter~~months ofended September 30, 2014.

2 Includes $2 million and $5 million of cost in the ~~second~~ quarter ~~of 2014 related to inventory~~ and ~~equipment~~nine ~~write~~months ~~downs~~ended ~~and~~September ~~severance~~30, ~~expense~~2014 related to severance, product resizing, product discontinuation, equipment write-downs and ~~overhead~~a ~~savings~~legal ~~initiatives~~settlement.

3 Includes $128 million ~~and $3 million~~ of transaction costs for each of the quarters ended ~~June~~September 30, 2015 and 2014, and $6067 million and $917 million of transaction costs for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, respectively, related to the Merger Agreement and the terminated Fyffes plc. strategic combination.

4 Includes a reclassification of less than $1 million of transaction costs not properly classified as of March 31, 2015 and included in the Bananas segment, less than $1 million in Other Produce segment. and $3 million in Salads and Healthy Snacks segment, aggregating to $4 million which should have been included in Corporate costs.

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Note 15 – Commitments and Contingencies

We and our subsidiaries are party to a variety of legal claims and proceedings in the ordinary course of business. Except as disclosed below, we have assessed the likelihood of these claims resulting in a material liability to be remote.

We had an accrual of $3 million, $4 million and $4 million, related to contingencies and legal proceedings in Europe at each of ~~June~~September 30, 2015, December 31, 2014, and ~~June~~September 30, 2014, respectively. In addition, we recorded $1 million and $4 million in the third quarter of 2015 and fourth quarter of 2014, respectively, related to a contingent reimbursement obligation related to the 2004 sale of our former Colombian operations, which was recorded in "Other income (expense), net." While other contingent liabilities described below may be material to the financial statements, we have determined that losses in these matters are not probable and have not accrued any other amounts. Regardless of their outcomes, we have paid, and will likely continue to incur, significant legal and other fees to defend ourselves in these proceedings, which may significantly affect our financial statements.

COLOMBIA-RELATED MATTERS

Tort Lawsuits. Between June 2007 and March 2011, nine civil tort lawsuits were filed against us by Colombian nationals in U.S. federal courts. These lawsuits assert claims under various state and federal laws, including the Alien Tort Statute (the "ATS lawsuits"). The over 6,000 plaintiffs in the ATS lawsuits claim to be persons injured, or family members or legal heirs of individuals allegedly killed or injured, by armed groups that received payments from the company's former Colombian subsidiary. We had voluntarily disclosed these payments to the U.S. Department of Justice as having been made by the subsidiary to protect its employees from risks to their safety if the payments were not made. This self-disclosure led to our 2007 plea to one count of Engaging in Transactions with a Specially-Designated Global Terrorist Group without having first obtained a license from the U.S. Department of Treasury's Office of Foreign Assets Control. The plaintiffs claim that, as a result of such payments, we should be held legally responsible for the alleged injuries. Eight of the ATS lawsuits seek unspecified compensatory and punitive damages, as well as attorneys' fees and costs, with one seeking treble damages and disgorgement of profits without explanation. The other ATS lawsuit contains a specific demand of $10 million in compensatory damages and $10 million in punitive damages for each of the several hundred alleged victims in that suit. We also have received requests to participate in mediation in Colombia concerning similar claims, which could be followed by litigation in Colombia. All of the ATS lawsuits have been centralized in the U.S. District Court for the Southern District of Florida for consolidated or coordinated pretrial proceedings (the "MDL Court"). We believe the plaintiffs' claims are without merit and are defending ourselves vigorously.

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subsidiary. We had voluntarily disclosed these payments to the U.S. Department of Justice as having been made by the subsidiary to protect its employees from risks to their safety if the payments were not made. This self-disclosure led to our 2007 plea to one count of Engaging in Transactions with a Specially-Designated Global Terrorist Group without having first obtained a license from the U.S. Department of Treasury's Office of Foreign Assets Control. The plaintiffs claim that, as a result of such payments, we should be held legally responsible for the alleged injuries. Eight of the ATS lawsuits seek unspecified compensatory and punitive damages, as well as attorneys' fees and costs, with one seeking treble damages and disgorgement of profits without explanation. The other ATS lawsuit contains a specific demand of $10 million in compensatory damages and $10 million in punitive damages for each of the several hundred alleged victims in that suit. We also have received requests to participate in mediation in Colombia concerning similar claims, which could be followed by litigation in Colombia. All of the ATS lawsuits have been centralized in the U.S. District Court for the Southern District of Florida for consolidated or coordinated pretrial proceedings (the "MDL Court"). We believe the plaintiffs' claims are without merit and are defending ourselves vigorously.

Between June 2011 and March 2012, the MDL Court dismissed certain of the plaintiffs' claims, but allowed the plaintiffs to move forward with other claims. An interlocutory appeal was allowed, and, in July 2014, the Eleventh Circuit reversed the MDL Court's denial of our motion to dismiss and remanded the case for entry of an order dismissing the ATS and other federal claims. In February 2015, the MDL Court entered partial final judgment in our favor, the result of which is that the only remaining claims in the ATS lawsuits are the plaintiffs’ Colombian law claims against the company and claims against certain former officers and directors of the company that were not a part of the appeal. In December 2014, the plaintiffs filed a petition for certiorari with the U.S. Supreme Court seeking review of the Eleventh Circuit decision. In April 2015, the Supreme Court denied that petition. We believe we have strong defenses to the plaintiffs' remaining claims. On March 9, 2015, the company and the individual defendants filed motions to dismiss the remaining claims in the ATS lawsuits on forum non conveniens and other grounds. Those motions are pending.

In addition to the ATS lawsuits, between March 2008 and March 2011, four tort lawsuits were filed against us by American citizens who allege that they were kidnapped and held hostage by an armed group in Colombia, or that they are the survivors or the estate of a survivor of American nationals kidnapped and/or killed by the same group in Colombia. The plaintiffs in these cases make claims under the Antiterrorism Act and state tort laws (the "ATA lawsuits") and contend that we are liable because our former Colombian subsidiary allegedly provided material support to the armed group. The ATA lawsuits, which also have been centralized in the MDL Proceeding, seek unspecified compensatory damages, treble damages, attorneys' fees and costs and punitive damages. We believe the plaintiffs' claims are without merit and are defending ourselves vigorously.

In February 2010, our motion to dismiss one of the ATA lawsuits was granted in part and denied in part and in March 2012, our motions to dismiss the other ATA lawsuits were denied. In November 2012, one of the ATA lawsuits was dismissed after the parties reached a confidential settlement agreement. In July 2013, we filed a motion for reconsideration of the court's order denying our motions to dismiss the ATA lawsuits. In January 2015, the court granted our motion in part and denied it in part, refusing to dismiss all of the ATA claims and ordering that the ATA lawsuits may proceed to discovery. In February 2015, the court issued an order setting a discovery schedule in the ATA lawsuits and a trial date of May 1, 2017. We believe we have strong defenses to the remaining claims in the ATA lawsuits.

Insurance Recovery. We have provided notice of the ATS and ATA lawsuits to the insurers that issued primary and excess general liability insurance policies during the relevant years. The insurers have either reserved the right to deny coverage or denied coverage for these lawsuits. In 2008, we commenced litigation in state court in Ohio against three of our primary insurers seeking coverage for defense costs incurred in connection with the ATA and ATS lawsuits; a fourth primary insurer was later joined to that lawsuit. We entered into settlement agreements under which three of our primary insurers agreed to pay, in total, approximately 40 percent of our defense costs in the ATA and ATS lawsuits. In late 2012, one of these settling insurers paid the full amount of a settlement in an ATA lawsuit. In June 2013, we received notice that the two other settling insurers, which had been paying approximately 1 percent of our defense costs, had been placed in liquidation. The fourth primary insurer, National Union, did not settle. In March 2013, the Ohio Court of Appeals held that National Union is not obligated to provide coverage for defense costs in the ATS and ATA lawsuits. The Ohio Supreme Court declined to accept the case for review.

20As of September 30, 2015, National Union had paid us $12 million as reimbursement for defense costs. This sum, and an additional $2 million of interest, is being deferred in "Accrued Liabilities" on the Condensed Consolidated Balance Sheet because National Union asserts that it is entitled to obtain reimbursement of this amount from us based on the outcome of its appeal in the coverage case. In June 2014, after remand from the Ohio Court of Appeals, the trial court ruled that National Union is entitled to reimbursement of the defense costs that it had already paid. The company has appealed that ruling and secured a stay of the judgment ordering us to reimburse National Union pending the appeal.

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~~later~~lawsuits. ~~joined~~In toFebruary ~~that~~2014, ~~lawsuit.~~a Wegroup ~~entered~~of ~~into~~insurers ~~settlement~~that ~~agreements~~are ~~under~~affiliated ~~which~~with ~~three~~Travelers ofand ~~our~~that ~~primary~~issued ~~insurers~~umbrella ~~agreed~~and excess policies to ~~pay,~~us filed a lawsuit in ~~total,~~state ~~approximately~~court 40in ~~percent~~Ohio ofseeking ~~our~~a ~~defense~~declaratory ~~costs~~judgment inthat ~~the~~they ~~ATA~~have ~~and~~no ~~ATS~~obligation ~~lawsuits.~~to Inprovide ~~late~~coverage ~~2012,~~for ~~one~~defense ofcosts ~~these~~or ~~settling~~settlements ~~insurers~~or ~~paid~~judgments ~~the~~that ~~full~~may ~~amount~~be ofincurred aby ~~settlement~~us in anthe ATS and ATA ~~lawsuit~~lawsuits. In ~~June~~May ~~2013~~2014, wethe ~~received~~trial ~~notice~~court ruled that ~~the~~Federal's ~~two~~lawsuit ~~other~~is ~~settling~~premature ~~insurers,~~and ~~which~~granted ~~had~~the ~~been~~company's ~~paying~~motion ~~approximately~~to 1stay ~~percent~~until ofthe ~~our~~underlying ~~defense~~tort ~~costs,~~lawsuits ~~had~~are ~~been~~resolved. ~~placed~~Federal inhas ~~liquidation.~~not ~~The~~appealed ~~fourth~~that ~~primary~~ruling. ~~insurer,~~In ~~National~~June ~~Union~~2014, ~~did~~we ~~not~~filed ~~settle.~~a Inmotion ~~March~~to ~~2013,~~dismiss ~~the~~or ~~Ohio~~stay ~~Court~~the ofTravelers' ~~Appeals~~insurers' ~~held~~complaint, ~~that~~and ~~National~~in ~~Union~~August isthe ~~not~~parties ~~obligated~~filed toa ~~provide~~joint ~~coverage~~motion for ~~defense~~a ~~costs~~stay inof ~~the~~proceedings. ~~ATS~~We ~~and~~believe ~~ATA~~that ~~lawsuits.~~Travelers' ~~The~~lawsuit ~~Ohio~~is ~~Supreme~~also ~~Court~~premature ~~declined~~and towill ~~accept~~defend ~~the~~ourselves ~~case for review~~vigorously.

As of June 30, 2015, National Union had paid us $12 million as reimbursement for defense costs. This sum, and an additional $2 million of interest, is being deferred in "Accrued Liabilities" on the Condensed Consolidated Balance Sheet because National Union asserts that it is entitled to obtain reimbursement of this amount from us based on the outcome of its appeal in the coverage case. In June 2014, after remand from the Ohio Court of Appeals, the trial court ruled that National Union is entitled to reimbursement of the defense costs that it had already paid. The company has appealed that ruling and secured a stay of the judgment ordering us to reimburse National Union pending the appeal.

In August 2013, one of the settling primary insurers, Federal, filed a lawsuit in state court in Ohio seeking a declaratory judgment that, based on the Ohio Court of Appeals’ March 2013 decision regarding National Union’s defense obligations, Federal has no obligation to provide coverage for any settlements or judgments that may be incurred by us in the ATS and ATA lawsuits. In February 2014, a group of insurers that are affiliated with Travelers and that issued umbrella and excess policies to us filed a lawsuit in state court in Ohio seeking a declaratory judgment that they have no obligation to provide coverage for defense costs or settlements or judgments that may be incurred by us in the ATS and ATA lawsuits. In May 2014, the trial court ruled that Federal's lawsuit is premature and granted the company's motion to stay until the underlying tort lawsuits are resolved. Federal has not appealed that ruling. In June 2014, we filed a motion to dismiss or stay the Travelers' insurers' complaint, and in August the parties filed a joint motion for a stay of proceedings. We believe that Travelers' lawsuit is also premature and will defend ourselves vigorously.

Neither the Ohio Court of Appeals' ruling nor Federal's lawsuit impacts Federal's obligation to reimburse 40 percent of defense costs pursuant to the terms of its settlement agreement with Chiquita. There can be no assurance that the insurers will provide any additional coverage for these claims.

Colombia Investigation. The Colombian Attorney General's Office has been conducting an investigation into payments made by companies in the banana industry to paramilitary groups in Colombia. Included within the scope of the investigation are the payments that were the subject of the 2007 plea in the United States. In March 2012, the prosecutor in charge of the investigation issued a decision which concluded that our former Colombian subsidiary had made payments in response to extortion demands and that the payments were not illegal under Colombian law. Based on these findings, the prosecutor closed the investigation. As provided for under Colombian law, the prosecutor's decision was reviewed by senior officials in the Colombian Attorney General's office pursuant to a legal standard specifying that any evidence in the record suggesting that a crime may have occurred is sufficient to justify the reopening of the investigation. Applying this standard, in December 2012, the Colombian Attorney General's Office determined that the investigation should continue and not be closed. The Attorney General's office did not make any finding that persons connected with our former Colombian subsidiary committed wrongdoing of any kind, only that the matter warrants further investigation. We believe that we have at all times complied with Colombian law.

ITALIAN CUSTOMS AND TAX CASES

1998-2000 Cases. In October 2004, our Italian subsidiary, Chiquita Italia, received the first of several notices from various customs authorities in Italy stating that it is potentially liable for additional duties and taxes on the import of bananas by Socoba S.r.l. ("Socoba") from 1998 to 2000 for sale to Chiquita Italia. The customs authorities claim that (i) the amounts are due because these bananas were imported with licenses (purportedly issued by Spain) that were subsequently determined to have been forged and (ii) Chiquita Italia should be jointly liable with Socoba because (a) Socoba was controlled by a former general manager of Chiquita Italia and (b) the import transactions benefited Chiquita Italia, which arranged for Socoba to purchase the bananas from another subsidiary of ours and, after customs clearance, sell them to Chiquita Italia. Chiquita Italia is contesting these claims, principally on the basis of its good faith belief at the time the import licenses were obtained and used that they were valid.

Separate civil customs proceedings were ultimately brought against Chiquita Italia in four Italian jurisdictions, Genoa, Trento, Aosta and Alessandria. In Genoa the Court of Cassation, the highest level of appeal in Italy, issued a decision in favor of Chiquita Italia in September 2013. In Trento the Court of Cassation issued a decision during the fourth quarter of 2013 in favor of Chiquita Italia as to approximately €5.5 million of the €6.6 million total claim including interest, with the remaining amount ruled payable by Chiquita Italia from the deposits already made in these matters. In April 2014, the Italian customs authority filed a request for revocation of this Court of Cassation decision, a request which we do not believe is permitted under Italian law. In Alessandria, Chiquita Italia lost at the trial level, appealed and a favorable decision was published in April 2014. In May 2015 the authorities appealed to the Supreme Court. Chiquita Italia opposed and filed a counter-recourse to the Supreme Court in June 2015. In Aosta, Chiquita Italia lost at the trial level and appealed. The appeal court issued a negative decision in May 2015 and Chiquita Italia has until June 2016 to file an appeal to the Court of Cassation. Socoba brought a claim in Rome trial court (and Chiquita Italia intervened voluntarily) on the issue of whether the forged Spanish licenses used by Socoba should be regarded as genuine in view of the apparent inability to distinguish between genuine and forged licenses. In an October 2010 decision, the Rome trial court rejected Socoba's claim that the licenses should be considered genuine on the basis that Socoba had not sufficiently demonstrated how similar the forged licenses were to genuine Spanish licenses. Socoba has appealed this decision. In an unrelated case addressing similar forged Spanish licenses used in Belgium, the EU Commission advised the customs authorities the same types of licenses challenged in Italy appeared valid on their face and should be treated as genuine.

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InUnder ~~May~~Italian ~~2015~~law, the ~~authorities~~amounts ~~appealed~~claimed toin the ~~Supreme~~Trento, ~~Court. Chiquita~~Alessandria, ~~Italia opposed and filed a counter-recourse to the Supreme Court in June 2015. In~~ Aosta, ~~Chiquita Italia lost at the trial level~~ and ~~appealed. The~~Genoa ~~appeal~~cases ~~court~~became ~~issued~~due ~~a negative decision in May 2015~~ and ~~Chiquita~~payable ~~Italia~~notwithstanding ~~has until June 2016 to file an appeal to~~ the ~~Court~~pending ~~of Cassation~~appeals. ~~Socoba~~Deposits ~~brought~~made ~~a claim~~ in ~~Rome~~these ~~trial~~cases ~~court~~are ~~(and~~deferred ~~Chiquita Italia intervened voluntarily) on the issue of whether the forged Spanish licenses used by Socoba should be regarded as genuine~~ in ~~view~~"Investments ~~of the apparent inability to distinguish between genuine~~ and ~~forged~~other ~~licenses. In an October 2010 decision~~assets, ~~the~~net" ~~Rome trial court rejected Socoba's claim that the licenses should be considered genuine~~ on the ~~basis~~Condensed ~~that~~Consolidated ~~Socoba~~Balance ~~had~~Sheets ~~not~~pending ~~sufficiently~~resolution ~~demonstrated~~of ~~how similar~~ the ~~forged~~appeals ~~licenses were to genuine Spanish licenses~~process. ~~Socoba~~A ~~has~~summary ~~appealed~~of ~~this~~claims ~~decision.~~and Indeposits anpaid ~~unrelated~~as ~~case~~of ~~addressing similar forged Spanish licenses used in Belgium~~September 30, ~~the~~2015 EUis ~~Commission advised the customs authorities the same types of licenses challenged in Italy appeared valid on their face and should be treated~~ as ~~genuine.~~ follows:

Under Italian law, the amounts claimed in the Trento, Alessandria, Aosta and Genoa cases became due and payable notwithstanding the pending appeals. Deposits made in these cases are deferred in "Investments and other assets, net" on the Condensed Consolidated Balance Sheets pending resolution of the appeals process. A summary of claims and deposits paid as of June 30, 2015 is as follows:



	Claim (In millions)	Interest and Penalties Claimed (In millions)	Total Claim (In millions)	Deposits Paid Pending Appeal (In millions)
Trento	€3.3	€3.3	€6.6	€6.6	Following the decisions in Trento, Chiquita Italia is entitled to claim reimbursement of approximately €5.5 million of the deposited amounts plus interest (or to apply to deposit requirements in other matters).
Alessandria	€0.3	€0.2	€0.5	€0.5	Deposits paid in 36 equal installments ended March 2012.
Aosta	€1.2	€1.1	€2.3	€2.3	Monthly deposit payments of €34 thousand began in November 2012. In December 2013 €589 thousand was applied from the Tax assessment of 2004 payments.
Genoa (Resolved favorably)	€7.4	€1.0	€8.4	€0.0	Following the decision in Genoa in favor of Chiquita Italia, Chiquita Italia was entitled to claim reimbursement of deposited amounts plus interest. The deposited amounts (€1.6 million) have been used to offset deposit requirements in the Customs Tax Assessment for 2004/2005.

2004-2005 Cases. In 2008, Chiquita Italia was required to provide documents and information to the Italian fiscal police in connection with a criminal investigation into imports of bananas by Chiquita Italia during 2004 and 2005, and the payment of customs duties on these imports. The focus of the investigation was an importation process whereby we sold some of our bananas to holders of import licenses who imported the bananas and resold them to Chiquita Italia (indirect import challenge), a practice we believe was legitimate under both Italian and EU law and which was widely accepted by authorities across the EU and by the EC.

The above investigation gave rise to consequences for criminal tax/customs purposes, corporate income tax and VAT purposes and customs duties purposes. As to the criminal ramifications, in June 2012, the Italian courts acquitted Chiquita Italia parties of all charges relating to 2004, and in December 2013 relating to 2005. There are no further criminal charges pending.

As to corporate income tax and VAT, tax authorities issued assessment notices for 2004 and 2005 denying the deduction of the costs related to the purchase of the products as well as the relevant VAT which were appealed before the first level Rome tax court. In June 2011, the court rejected our appeal for the 2004 assessment. Chiquita Italia appealed this decision and, in October 2012, the appeals court ruled in favor of Chiquita Italia with respect to 2004 claims for both corporate income tax and VAT. Following the decision for 2004, the challenge related to corporate income tax for 2005 was withdrawn by the tax authorities, while the VAT claims were confirmed by the Regional Tax Court. The case is currently pending before the Court of Cassation, the highest level of appeal in Italy.

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authorities, while the VAT claims were confirmed by the Regional Tax Court. The case is currently pending before the Court of Cassation, the highest level of appeal in Italy.

As to Custom Duties, custom authorities have issued assessments requesting the payment of the duties for importations made in 2004 and 2005. Chiquita Italia's appeals of these customs assessments were rejected by both the first level Rome tax court and the regional court. Chiquita Italia has appealed the decisions to the Court of Cassation.

In each case, Chiquita Italia has received payment notifications from the tax and customs authorities, but the 2004 tax assessment has been annulled based on the October 2012 appeals court ruling and the company is claiming reimbursement of payments made. Deposits made under these cases are deferred in "Investments and other assets, net" on the Condensed Consolidated Balance Sheets pending resolution of the appeals process. If Chiquita Italia ultimately prevails in its appeals, all amounts deposited will be reimbursed with interest. A summary of assessments and deposits paid is as follows:

	Assessment(In millions)	Interest and/or Penalties Assessed(In millions)	Total Assessment(In millions)	Deposits Paid Pending Appeal(In millions)
Income Tax/VAT Assessment for 2004/2005	€12.0	€19.1	€31.1	€1.2	Monthly deposit payments of €113 thousand began in March 2012. The appeals court ruled in favor of Chiquita Italia in October 2012 for the 2004 assessments and a significant portion of the 2005 assessments have been withdrawn. The company has requested relief from these payments and reimbursement.
Customs Tax Assessment for 2004/2005	€19.4	€10.2	€29.6	€19.7	Monthly deposit payments of €350 thousand began in September 2011 and will continue through September 2017, unless a successful appeals process is completed sooner. In June 2014 we received an additional assessment for a total value of €1.2M, for which a full deposit was made.

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Consolidated Balance Sheets pending resolution of the appeals process. If Chiquita Italia ultimately prevails in its appeals, all amounts deposited will be reimbursed with interest. A summary of assessments and deposits paid is as follows:



	Assessment (In millions)	Interest and/or Penalties Assessed (In millions)	Total Assessment (In millions)	Deposits Paid Pending Appeal (In millions)
Income Tax/VAT Assessment for 2004/2005	€12.0	€19.1	€31.1	€1.2	Monthly deposit payments of €113 thousand began in March 2012. The appeals court ruled in favor of Chiquita Italia in October 2012 for the 2004 assessments and a significant portion of the 2005 assessments have been withdrawn. The company has requested relief from these payments and reimbursement.
Customs Tax Assessment for 2004/2005	€19.4	€10.2	€29.6	€20.7	Monthly deposit payments of €350 thousand began in September 2011 and will continue through September 2017, unless a successful appeals process is completed sooner. In June 2014 we received an additional assessment for a total value of €1.2M, for which a full deposit was made.

The fiscal police investigation also challenged the involvement of an entity of ours incorporated in Bermuda in the sale of bananas directly to Chiquita Italia (direct import challenge), as a result of which the tax authorities claimed additional taxes of €13 million ($17 million) for 2004 and €19 million ($26 million) for 2005, plus interest and penalties. In order to avoid a long and costly tax dispute, in April 2011, Chiquita Italia reached an agreement in principle with the Italian tax authorities to settle the dispute and recorded expense for the settlements at that time. Under the settlement, the tax authorities agreed that the Bermuda corporation's involvement in the importation of bananas was appropriate and Chiquita Italia agreed to an adjustment to the intercompany price paid by Chiquita Italia for the imported bananas it purchased from this company, resulting in a higher income tax liability for those years. Chiquita Italia paid a settlement of €3 million ($4 million) of additional income tax for 2004 and 2005, including interest and penalties, which was significantly below the amounts originally claimed. The portion of the settlement for 2005 is still subject to approval by the Rome tax court which is expected in due course. As part of the settlement, Chiquita Italia also agreed to an adjustment to its intercompany purchases of bananas for years 2006 through 2009, resulting in payments in June and July 2011 of €2 million ($3 million) of additional tax and interest to fully settle those years. The indirect import challenge described above is not part of the settlement.

Chiquita Italia continues to believe that it acted properly and that all the transactions for which it has received assessment notices were legitimate and reported appropriately, and, aside from those issues already settled, continues to vigorously defend the transactions at issue.

CONSUMPTION TAX REFUNDS

We have and have had several open cases seeking the refund of certain consumption taxes paid between 1980 and 1990 in various Italian jurisdictions. As gain contingencies, these refunds and any related interest are recognized when realized and all gain contingencies have been removed. In January 2012, we received €20 million ($2322 million) related to a favorable decision from a court in Salerno, Italy. The claim is not considered resolved or realized, as the decision has been appealed to a higher court. Consequently, the receipt of cash has been deferred in "Other liabilities" on the Condensed Consolidated Balance Sheets. Decisions in one jurisdiction have no binding effect on pending claims in other jurisdictions and all unresolved claims may take years to resolve. If we were to lose on appeal, we may be required to repay the consumption tax refunds received with interest.

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in one jurisdiction have no binding effect on pending claims in other jurisdictions and all unresolved claims may take years to resolve. If we were to lose on appeal, we may be required to repay the consumption tax refunds received with interest.

Note 16 – Related Party Transactions

On February 5, 2015, in connection with the partial extinguishment of the 7.875% Notes and the Convertible Notes as described in Note 6, CBII entered into a related party loan with its shareholder Chiquita US. At ~~June~~September 30, 2015, the related party loan totaled $238 million, represented by Tranche A for $44 million, Tranche B for $44 million and Tranche C for $151 million. All three Tranches of the related party loan are unsecured and payable in full, plus accrued and unpaid interest, on May 6, 2020. This related party loan bears interest payable quarterly at LIBOR plus 100 basis points, or 1.1920% at current rates, for the first two years and thereafter at LIBOR plus 500 basis points, or 5.19% at current rates. Under the terms of the agreement, net cash proceeds from certain asset sales may be required to repay balances under the loan.

At June 30, 2015, we had a balance of $1 million in Accrued Liabilities representing obligations to Chiquita US arising in the normal course of business. In addition we had a balance of $2 million in Accounts Payable related to consulting services provided by members of other entities affiliated with the Cutrale Group. These expenses are expected to be paid in the third quarter of 2015.22

the first two years and thereafter at LIBOR plus 500 basis points, or 5.20% at current rates. As of the nine months ended September 30, 2015 we had $2 million of interest expense from the related party loan. Under the terms of the agreement, net cash proceeds from certain asset sales may be required to repay balances under the loan.

At September 30, 2015, we had balances of $1 million and less than $1 million in Accrued Liabilities and Accounts Payable, respectively, representing obligations to Chiquita US arising in the normal course of business.

In addition to the debt activity with its shareholder as described above, as part of the Merger and capital contribution transactions during the first quarter of 2015, CBII paid a dividend to Chiquita US in the amount of $45 million, and Chiquita US provided an advance to CBII in the amount of $18 million. The advance was used to pay prior obligations of Chiquita US in the second quarter of 2015.

Note 17 – New Accounting Standards

New accounting standards that could significantly affect our Condensed Consolidated Financial Statements are summarized as follows:

Standard Name	Issued	Description	Effective Datefor Chiquita	Effect on Chiquita's Condensed ConsolidatedFinancial Statements
Revenue from Contracts with Customers	August 2015 ASU 2015-14	Deferred the effective date of update 2014-09 by one year.Update 2014-09 requires additional considerations for timing and amount of revenue recognition for contract sales with customers.	Retrospective, beginning the first quarter of 2018. Early adoption is permitted to begin in the first quarter of 2017.	The guidance permits the use of either a retrospective or cumulative effect transition method. We have not yet selected a transition method and will evaluate the effect of the standard on our sales contracts with customers, evaluate methods of adoption and monitor other future potential effects.
Defined Benefit Plan Accounting Simplification	July 2015ASU 2015-12	Provides simplification for disclosure on pension investments.	Retrospective for fiscal years beginning after December 15, 2015.	We will adopt the new standard in the fiscal year beginning January 1, 2016. We will continue to evaluate the effect of the new standard moving forward.
Simplifying the cost of Inventory	July 2015 ASU 2015-11	Modifies the measurement of inventory, excluding inventory measured using LIFO, to be reported at the lower of cost or net realizable value.	Financial statements for fiscal years after December 15, 2016.Early adoption is permitted for statements that have not been previously issued.	We will adopt the new standard in the fiscal year beginning January 1, 2017. We will continue to evaluate the effect of the new standard moving forward.
Imputation of Interest Simplifying the Presentation of Debt Issuance Costs	April 2015ASU 2015-03	Debt issuance costs related to a recognized debt liability must be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts.	Financial statements for fiscal years after December 15, 2015. Early adoption is permitted for statements that have not been previously issued.	We will adopt the new standard in the fiscal year beginning January 1, 2016. We will continue to evaluate the effect of the new standard moving forward.
Amendments to the Consolidation Analysis	February 2015ASU 2015-02	Modifies the conditions requiring a reporting entity to consolidate certain legal entities related to VIE's, partnerships, and money market funds.	Financial statements for fiscal years after December 15, 2015.	We will adopt the new standard in the fiscal year beginning January 1, 2016. We will continue to evaluate the effect of the new standard moving forward.
Business Combinations: Pushdown Accounting	November 2014 ASU 2014-17	Provides an acquired entity the option to apply pushdown accounting after a change-in-control event, in the reporting period of which the change-in-control event occurred.	Transactions after November 18, 2014.	No effect. We have elected to not apply pushdown accounting following the change in control event in the first quarter of 2015.

Revenue from Contracts with Customers	May 2014 ASU 2014-09	Requires additional considerations for timing and amount of revenue recognition for contract sales with customers.	Retrospective, beginning the first quarter of 2018. Early adoption is permitted.	The guidance permits the use of either a retrospective or cumulative effect transition method. We have not yet selected a transition method and will evaluate the effect of the standard on our sales contracts with customers, evaluate methods of adoption and monitor other future potential effects.
Presentation of Financial Statements and Property, Plant, and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity	April 2014 ASU 2014-08	Requires additional disclosures about changing the criteria for reporting discontinued operations if the disposal represents a strategic shift that has or will have a major effect on an entity's operations	Prospectively, beginning January 1, 2015; early adoption permitted.	We have opted for early adoption, which did not have a significant impact on our financial results. We will continue to monitor the potential impact of this early adoption on future filings.
Income Taxes: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists	July 2013 ASU 2013-11	Requires unrecognized tax benefits to be presented as a decrease in net operating loss, similar tax loss or tax credit carryforward if certain criteria are met.	Prospectively, beginning January 1, 2014; early adoption permitted.	Adoption did not have a significant effect on the disclosure of our deferred taxes.

Note 18 — Supplemental Consolidating Financial Information

In connection with the 7.875% Notes, certain of our domestic subsidiaries (the "Guarantor Subsidiaries"), fully, unconditionally, jointly, and severally guaranteed the payment obligations under the notes. The Guarantor Subsidiaries are 100% owned direct and indirect subsidiaries of Chiquita Brands L.L.C. ("CBLLC" or the "Co-Issuer"), who is 100% owned by CBII ("CBII" or the "Parent Company"). The following supplemental financial information sets forth, on a consolidating basis, the balance sheets, statements of operations, statements of comprehensive income and statements of cash flows for CBII, for CBLLC, for the Guarantor Subsidiaries and for our other subsidiaries (the "Non-Guarantor Subsidiaries").

The supplemental condensed consolidating financial information has been prepared pursuant to the rules and regulations for condensed financial information and does not include disclosures included in annual financial statements. Investments in consolidated subsidiaries have been presented under the equity method of accounting. The principal eliminating entries eliminate investments in subsidiaries, intercompany balances and intercompany revenues and expenses. The condensed financial information may not necessarily be indicative of the results of operations or financial position had the guarantor or non-guarantor subsidiaries operated as independent entities.

Chiquita Brands International, Inc.

Condensed Consolidating Statement of Operations (Unaudited)

Quarter Ended June 30, 2015

Quarter Ended September 30, 2015

(in thousands)

CBII

CBLLC

Guarantor

Non-Guarantor

Consolidating

Company

(Co-issuer)

Subsidiaries

Eliminations

Consolidated

Net sales

—

~~209~~184,~~558~~196

~~311~~299,~~234~~928

~~508~~420,~~988~~565

(~~253~~229,~~133~~989

)

~~776~~674,~~647~~700

Cost of sales

—

~~223~~206,~~889~~249

~~264~~250,~~030~~868

~~403~~354,~~342~~503

(~~253~~229,~~021~~959

)

~~638~~581,~~240~~661

Selling, general and administrative

~~1,550~~(685

)

71,~~323~~399

1224,~~731~~085

2023,~~128~~771

(~~251~~71

)

4148,~~481~~499

Transaction costs

1,~~459~~360

~~3,913~~685

51,~~833~~947

~~456~~3,638

—

117,~~661~~630

Depreciation

—

21,~~712~~559

5,~~578~~426

4,~~661~~324

—

1211,~~951~~309

Amortization

—

2,~~336~~317

621

—

2,~~342~~338

Equity in losses (earnings) of investees and subsidiaries

(4518,~~780~~210

)

(~~100~~48,~~420~~456

)

~~105~~146

~~(176~~95

)

~~146~~66,~~095~~520

~~(176~~95

)

Operating income (loss)

4217,~~771~~535

7222,~~141~~760

2015,~~621~~139

8034,~~571~~213

(~~145~~66,~~956~~479

)

7023,~~148~~168

Interest income

—

~~638~~607

—

~~638~~607

Interest expense

(2,~~319~~276

)

(64,~~284~~550

)

(~~673~~694

)

(~~105~~104

)

—

(97,~~381~~624

)

Other income (expense), net

—

(~~953~~895

)

—

(~~953~~895

)

Intercompany interest and other

~~20,000~~(3

)

~~(20,077~~—

)

~~204~~84

12(40

)

(~~139~~41

)

—

Income (loss) before income taxes

6015,~~452~~256

4518,~~780~~210

2014,~~152~~529

8033,~~163~~781

(~~146~~66,~~095~~520

)

6015,~~452~~256

Income tax benefit (expense)

(~~864~~5,087

)

(35,~~387~~205

)

(75,~~645~~629

)

(24,~~229~~553

)

1315,~~261~~387

(~~864~~5,087

)

Net income (loss)

5910,~~588~~169

4213,~~393~~005

128,~~507~~900

7729,~~934~~228

(~~132~~51,~~834~~133

)

5910,~~588~~169



Chiquita Brands International, Inc.
Condensed Consolidating Statement of Comprehensive Income (Unaudited)
Quarter Ended September 30, 2015
(in thousands)
	CBII			CBLLC			Guarantor		Non-Guarantor			Consolidating			Company
	(Co-issuer)			(Co-issuer)			Subsidiaries		Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	10,169		$	13,005		$	8,900	$	29,228		$	(51,133	)	$	10,169
Other comprehensive income (loss), net of tax where applicable:
Unrealized foreign currency translation gains	—			—			—		—			—			—
Realized (gains) losses for foreign currency translation on business disposal reclassified into Other income (expense), net	—			—			—		—			—			—
Net other comprehensive income (loss) related to foreign currency translation	—			—			—		—			—			—

Unrealized gains (losses) on derivatives for the period	—			—			—		(620		)	—			(620		)
Derivative gains reclassified into Net sales	—			—			—		(7,876		)	—			(7,876		)
Derivative losses reclassified into Cost of sales	—			—			—		3,760			—			3,760
Net other comprehensive income related to derivatives	—			—			—		(4,736		)	—			(4,736		)

Actuarial gains (losses) for the period, net of tax	—			1			—		(2		)	—			(1		)
Amortization included in pension cost	—			102			—		180			—			282
Net other comprehensive income (loss) related to defined benefit pension and severance plans	—			103			—		178			—			281

Other comprehensive income (loss) of investments in subsidiaries	(4,455		)	(4,558		)	—		—			9,013			—

Comprehensive income (loss)	$	5,714		$	8,550		$	8,900	$	24,670		$	(42,120	)	$	5,714

Chiquita Brands International, Inc.
Condensed Consolidating Statement of Comprehensive Income (Unaudited)
Condensed Consolidating Statement of (Operations) (Unaudited)
Quarter Ended June 30, 2015
Quarter Ended September 30, 2014
(in thousands)
	CBII			CBLLC			Guarantor			Non-Guarantor			Consolidating				~~Company~~	Company
	(Co-issuer)			(Co-issuer)			Subsidiaries			Subsidiaries			Eliminations				~~Consolidated~~	Consolidated
Net income (loss)	$	59,588		$	42,393		$	12,507		$	77,934		$	(132,834	)		$	59,588
Net sales	$	—		$	217,299		$	299,667		$	463,861		$	(242,276	)			$	738,551
Other comprehensive income (loss), net of tax where applicable:
Cost of sales	—			205,854			265,903			434,059			(242,280		)			663,536
Unrealized foreign currency translation gains	—			—			—			—			—				—
Selling, general and administrative	9,788			4,193			20,378			19,299			—					53,658
Realized (gains) losses for foreign currency translation on business disposal reclassified into Other income (expense), net	—			—			—			(43		)	—				(43		)
Transaction Costs	8,235			—			—			—			—					8,235
Net other comprehensive income (loss) related to foreign currency translation	—			—			—			(43		)	—				(43		)
Depreciation	—			1,219			6,212			4,892			—					12,323
Unrealized gains (losses) on derivatives for the period	—			—			—			(2,270		)	—				(2,270		)
Amortization	—			—			2,335			7			—					2,342
Derivative gains reclassified into Net sales	—			—			—			(13,829		)	—				(13,829		)
Equity in losses of investees	(6,134		)	(9,576		)	289			(105		)	15,421					(105		)
Derivative losses reclassified into Cost of sales	—			—			—			3,465			—				3,465
Operating income (loss)	(11,889		)	15,609			4,550			5,709			(15,417		)			(1,438		)
Net other comprehensive income related to derivatives	—			—			—			(12,634		)	—				(12,634		)
Interest income	—			—			(1		)	601			—			—		600
Actuarial gains (losses) for the period, net of tax	—			1,112			—			(17		)	—				1,095
Interest expense	(5,549		)	(9,162		)	(724		)	(129		)	—			—		(15,564		)
Amortization included in pension cost	—			135			—			180			—				315
Other income (expense), net	—			(313		)	602			(1,321		)	(4		)			(1,036		)
Net other comprehensive income (loss) related to defined benefit pension and severance plans	—			1,247			—			163			—				1,410
Income (loss) before income taxes	(17,438		)	6,134			4,427			4,860			(15,421		)			(17,438		)
Other comprehensive income (loss) of investments in subsidiaries	(11,267		)	(12,514		)	—			—			23,781				—
Income tax expense	(518		)	792			(1,752		)	(634		)	1,594			—		(518		)
Comprehensive income (loss)	$	48,321		$	31,126		$	12,507		$	65,420		$	(109,053	)		$	48,321
Net income (loss)	$	(17,956	)	$	6,926		$	2,675		$	4,226		$	(13,827	)			$	(17,956	)

Chiquita Brands International, Inc.
Condensed Consolidating Statement of (Operations) (Unaudited)
Condensed Consolidating Statement of Comprehensive Income (Unaudited)
Quarter Ended June 30, 2014
Quarter Ended September 30, 2014
(in thousands)
	CBII			CBLLC			Guarantor			Non-Guarantor			Consolidating			Company
	(Co-issuer)			(Co-issuer)			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	225,172		$	318,525		$	538,098		$	(255,948	)	$	825,847
Net income (loss)	$	(17,956	)	$	6,926		$	2,675		$	4,226		$	(13,827	)	$	(17,956	)
Cost of sales	—			217,303			276,824			478,105			(255,925		)	716,307
Unrealized foreign currency translation gains	—			—			—			1			—			1
Selling, general and administrative	7,580			4,724			21,644			21,007			—			54,955
Realized losses for foreign currency translation on business disposal reclassified into Other income (expense), net	—			—			—			—			—			—
Transaction Costs	2,753			—			—			—			—			2,753
Net other comprehensive income related to foreign currency translation	—			—			—			1			—			1
Depreciation	—			1,094			6,819			5,176			—			13,089
Unrealized losses on derivatives for the period	—			—			—			19,072			—			19,072
Amortization	—			—			2,336			6			—			2,342
Derivative losses reclassified into Net sales	—			—			—			(1,543		)	—			(1,543		)
Equity in losses of investees	(37,463		)	(44,600		)	778			(332		)	81,285			(332		)
Derivative gains reclassified into Cost of sales	—			—			—			822			—			822
Operating income (loss)	27,130			46,651			10,124			34,136			(81,308		)	36,733
Net other comprehensive loss related to derivatives	—			—			—			18,351			—			18,351
Interest income	—			—			1			640			—			641
Actuarial losses for the period, net of tax	—			1			—			(1		)	—			—
Interest expense	(5,295		)	(9,175		)	(683		)	(146		)	—			(15,299		)
Amortization included in pension cost	—			102			—			195			—			297
Other income (expense), net	(2		)	(13		)	84			(334		)	23			(242		)
Net other comprehensive income (loss) related to defined benefit pension and severance plans	—			103			—			194			—			297
Income (loss) before income taxes	21,833			37,463			9,526			34,296			(81,285		)	21,833
	—			—			—			18,351			—			18,351
Income tax expense	(3,997		)	(6,069		)	(3,728		)	(2,491		)	12,288			(3,997		)
Other comprehensive income (loss) of investments in subsidiaries	18,649			18,546			—			—			(37,195		)	—
Net income (loss)	$	17,836		$	31,394		$	5,798		$	31,805		$	(68,997	)	$	17,836
Comprehensive income (loss)	$	693		$	25,575		$	2,675		$	22,772		$	(51,022	)	$	693

Chiquita Brands International, Inc.
Condensed Consolidating Statement of Comprehensive Income (Unaudited)
Condensed Consolidating Statement of (Operations) (Unaudited)
Quarter Ended June 30, 2014
Nine Months Ended September 30, 2015
(in thousands)
	CBII			CBLLC			Guarantor			Non-Guarantor			Consolidating			Company
	(Co-issuer)			(Co-issuer)			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	17,836		$	31,394		$	5,798		$	31,805		$	(68,997	)	$	17,836
Net sales	$	—		$	594,107		$	906,178		$	1,402,330		$	(725,937	)	$	2,176,678
Unrealized foreign currency translation gains	—			—			—			(1		)	—			(1		)
Cost of sales	—			642,086			768,937			1,157,071			(725,582		)	1,842,512
Realized losses for foreign currency translation on business disposal reclassified into Other income (expense), net	—			—			—			—			—			—
Selling, general and administrative	3,872			14,025			54,052			67,605			(173		)	139,381
Net other comprehensive income related to foreign currency translation	—			—			—			(1		)	—			(1		)
Transaction Costs	40,863			8,694			12,400			5,313			—			67,270
Unrealized losses on derivatives for the period	—			—			—			4,441			—			4,441
Depreciation	—			9,595			16,683			13,917			—			40,195
Derivative losses reclassified into Net sales	—			—			—			1,020			—			1,020
Amortization	—			—			6,988			34			—			7,022
Derivative gains reclassified into Cost of sales	—			—			—			(61		)	—			(61		)
Equity in losses of investees	(67,478		)	(202,844		)	250			(88		)	270,072			(88		)
Net other comprehensive loss related to derivatives	—			—			—			5,400			—			5,400
Operating income (loss)	22,743			122,551			46,868			158,478			(270,254		)	80,386
Actuarial losses for the period, net of tax	—			(564		)	—			1			—			(563		)
Interest income	—			—			—			1,909			—			1,909
Amortization included in pension cost	—			102			—			194			—			296
Interest expense	(8,577		)	(15,239		)	(2,043		)	(331		)	—			(26,190		)
Net other comprehensive income (loss) related to defined benefit pension and severance plans	—			(462		)	—			195			—			(267		)
Loss on debt extinguishment	(17,112		)	(19,100		)	—			—			—			(36,212		)
Other comprehensive income (loss) of investments in subsidiaries	5,132			5,594			—			—			(10,726		)	—
Other income (expense), net	—			—			—			(2,450		)	—			(2,450		)
Comprehensive income (loss)	$	22,968		$	36,526		$	5,798		$	37,399		$	(79,723	)	$	22,968
Intercompany interest and other	20,389			(20,734		)	23			140			182			—
Income (loss) before income taxes	17,443			67,478			44,848			157,746			(270,072		)	17,443
Income tax expense	(12,312		)	(8,659		)	(17,698		)	(7,494		)	33,851			(12,312		)
Net income (loss)	$	5,131		$	58,819		$	27,150		$	150,252		$	(236,221	)	$	5,131

Chiquita Brands International, Inc.
Condensed Consolidating Statement of (Operations) (Unaudited)
Condensed Consolidating Statement of Comprehensive Income (Unaudited)
Six Months Ended June 30, 2015
Nine Months Ended September 30, 2015
(in thousands)
	CBII			CBLLC			Guarantor			Non-Guarantor			Consolidating			Company
	(Co-issuer)			(Co-issuer)			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	409,911		$	606,250		$	981,765		$	(495,948	)	$	1,501,978
Net income (loss)	$	5,131		$	58,819		$	27,150		$	150,252		$	(236,221	)	$	5,131
Cost of sales	—			435,837			518,069			802,568			(495,623		)	1,260,851
Other comprehensive income (loss), net of tax where applicable:
Selling, general and administrative	4,557			12,626			29,967			43,834			(102		)	90,882
Unrealized foreign currency translation gains	—			—			—			2			—			2
Transaction Costs	39,503			8,009			10,453			1,675			—			59,640
Realized losses for foreign currency translation on business disposal reclassified into Other income (expense), net	—			—			—			559			—			559
Depreciation	—			8,036			11,257			9,593			—			28,886
Net other comprehensive income related to foreign currency translation	—			—			—			561			—			561
Amortization	—			—			4,671			13			—			4,684
Unrealized gains (losses) on derivatives for the period	—			—			—			15,384			—			15,384
Equity in losses of investees	(49,268		)	(154,388		)	104			(183		)	203,552			(183		)
Derivative gains reclassified into Net sales	—			—			—			(38,683		)	—			(38,683		)
Operating income (loss)	5,208			99,791			31,729			124,265			(203,775		)	57,218
Derivative losses reclassified into Cost of sales	—			—			—			16,000			—			16,000
Interest income	—			—			—			1,302			—			1,302
Net other comprehensive income related to derivatives	—			—			—			(7,299		)	—			(7,299		)
Interest expense	(6,301		)	(10,689		)	(1,349		)	(227		)	—			(18,566		)
Actuarial gains for the period, net of tax	—			1,112			—			2,154			—			3,266
Loss on debt extinguishment	(17,112		)	(19,100		)	—			—			—			(36,212		)
Amortization included in pension cost	—			340			—			541			—			881
Other income (expense), net	—			—			—			(1,555		)	—			(1,555		)
Net other comprehensive income related to defined benefit pension and severance plans	—			1,452			—			2,695			—			4,147
Intercompany interest and other	20,392			(20,734		)	(61		)	180			223			—
Other comprehensive income (loss) of investments in subsidiaries	(2,591		)	(4,043		)	—			—			6,634			—
Income (loss) before income taxes	2,187			49,268			30,319			123,965			(203,552		)	2,187
Comprehensive income (loss)	$	2,540		$	56,228		$	27,150		$	146,209		$	(229,587	)	$	2,540
Income tax expense	(7,225		)	(3,454		)	(12,069		)	(2,941		)	18,464			(7,225		)
Net income (loss)	$	(5,038	)	$	45,814		$	18,250		$	121,024		$	(185,088	)	$	(5,038	)

Chiquita Brands International, Inc.
Condensed Consolidating Statement of Comprehensive Income (Unaudited)
Condensed Consolidating Statement of (Operations) (Unaudited)
Six Months Ended June 30, 2015
Nine Months Ended September 30, 2014
(in thousands)
	CBII			CBLLC			Guarantor			Non-Guarantor			Consolidating			Company
	(Co-issuer)			(Co-issuer)			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	(5,038	)	$	45,814		$	18,250		$	121,024		$	(185,088	)	$	(5,038	)
Net sales	—			651,515			911,465			1,504,218			(740,810		)	2,326,388
Other comprehensive income (loss), net of tax where applicable:
Cost of sales	—			625,157			805,599			1,374,743			(740,404		)	2,065,095
Unrealized foreign currency translation gains	—			—			—			2			—			2
Selling, general and administrative	25,276			12,704			64,194			60,830			—			163,004
Realized losses for foreign currency translation on business disposal reclassified into Other income (expense), net	—			—			—			559			—			559
Transaction Costs	16,907			—			—			—			—			16,907
Net other comprehensive income related to foreign currency translation	—			—			—			561			—			561
Depreciation	—			3,589			19,230			16,092			—			38,911
Unrealized gains (losses) on derivatives for the period	—			—			—			16,004			—			16,004
Amortization	—			—			7,006			19			—			7,025
Derivative gains reclassified into Net sales	—			—			—			(30,807		)	—			(30,807		)
Equity in losses in investees	(43,502		)	(61,741		)	4,540			(437		)	100,703			(437		)
Derivative losses reclassified into Cost of sales	—			—			—			12,240			—			12,240
Operating income (loss)	1,319			71,806			10,896			52,971			(101,109		)	35,883
Net other comprehensive income related to derivatives	—			—			—			(2,563		)	—			(2,563		)
Interest income	—			2			33			1,870			—			1,905
Actuarial gains for the period, net of tax	—			1,112			—			2,155			—			3,267
Interest expense	(16,136		)	(27,568		)	(2,291		)	(336		)	—			(46,331		)
Amortization included in pension cost	—			238			—			361			—			599
Loss on debt extinguishment	—			(521		)	—			—			—			(521		)
Net other comprehensive income related to defined benefit pension and severance plans	—			1,350			—			2,516			—			3,866
Other income (expense), net	581			(217		)	235			(6,177		)	406			(5,172		)
Other comprehensive income (loss) of investments in subsidiaries	1,864			514			—			—			(2,378		)	—
Income (loss) before income taxes	(14,236		)	43,502			8,873			48,328			(100,703		)	(14,236		)
Comprehensive income (loss)	$	(3,174	)	$	47,678		$	18,250		$	121,538		$	(187,466	)	$	(3,174	)
Income tax expense	(10,487		)	(5,620		)	(3,512		)	(4,039		)	13,171			(10,487		)
Net income (loss)	$	(24,723	)	$	37,882		$	5,361		$	44,289		$	(87,532	)	$	(24,723	)

Chiquita Brands International, Inc.
Condensed Consolidating Statement of (Operations) (Unaudited)
Condensed Consolidating Statement of Comprehensive Income (Unaudited)
Six Months Ended June 30, 2014
Nine Months Ended September 30, 2014
(in thousands)
	CBII			CBLLC			Guarantor			Non-Guarantor			Consolidating			Company
	(Co-issuer)			(Co-issuer)			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net sales	$	—		$	434,216		$	611,798		$	1,040,357		$	(498,534	)	$	1,587,837
Net income (loss)	$	(24,723	)	$	37,882		$	5,361		$	44,289		$	(87,532	)	$	(24,723	)
Cost of sales	—			419,303			539,696			940,684			(498,124		)	1,401,559
Other comprehensive income (loss), net of tax where applicable:
Selling, general and administrative	15,488			8,511			43,816			41,531			—			109,346
Unrealized foreign currency translation gains	—			—			—			16			—			16
Transaction Costs	8,672			—			—			—			—			8,672
Realized losses for foreign currency translation on business disposal reclassified into Other income (expense), net	—			—			—			252			—			252
Depreciation	—			2,370			13,018			11,200			—			26,588
Net other comprehensive income related to foreign currency translation	—			—			—			268			—			268
Amortization	—			—			4,671			12			—			4,683
Unrealized gains (losses) on derivatives for the period	—			—			—			22,467			—			22,467
Equity in losses in investees	(37,368		)	(52,165		)	4,251			(332		)	85,282			(332		)
Derivative gains reclassified into Net sales	—			—			—			504			—			504
Operating income (loss)	13,208			56,197			6,346			47,262			(85,692		)	37,321
Derivative losses reclassified into Cost of sales	—			—			—			586			—			586
Interest income	—			2			34			1,269			—			1,305
Net other comprehensive income related to derivatives	—			—			—			23,557			—			23,557
Interest expense	(10,587		)	(18,406		)	(1,567		)	(207		)	—			(30,767		)
Actuarial gains for the period, net of tax	—			(564		)	—			(341		)	—			(905		)
Loss on debt extinguishment	—			(521		)	—			—			—			(521		)
Amortization included in pension cost	—			308			—			585			—			893
Other income (expense), net	581			96			(367		)	(4,856		)	410			(4,136		)
Net other comprehensive income related to defined benefit pension and severance plans	—			(256		)	—			244			—			(12		)
Income (loss) before income taxes	3,202			37,368			4,446			43,468			(85,282		)	3,202
Other comprehensive income (loss) of investments in subsidiaries	23,813			24,069			—			—			(47,882		)	—
Income tax expense	(9,969		)	(6,412		)	(1,760		)	(3,405		)	11,577			(9,969		)
Comprehensive income (loss)	$	(910	)	$	61,695		$	5,361		$	68,358		$	(135,414	)	$	(910	)
Net income (loss)	$	(6,767	)	$	30,956		$	2,686		$	40,063		$	(73,705	)	$	(6,767	)

Chiquita Brands International, Inc.
Condensed Consolidating Statement of Comprehensive Income (Unaudited)
Condensed Consolidating Balance Sheet (Unaudited)
Six Months Ended June 30, 2014
September 30, 2015
(in thousands)
	CBII			CBLLC			Guarantor		Non-Guarantor			Consolidating			Company
	(Co-issuer)			(Co-issuer)			Subsidiaries		Subsidiaries			Eliminations			Consolidated
	(Co-Issuer)			(Co-issuer)			Subsidiaries		Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	(6,767	)	$	30,956		$	2,686	$	40,063		$	(73,705	)	$	(6,767	)
ASSETS
Other comprehensive income (loss), net of tax where applicable:
Current assets:
Unrealized foreign currency translation gains	—			—			—		15			—			15
Cash and equivalents	$	393		$	16,302		$	88,859	$	83,160		$	—		$	188,714
Realized losses for foreign currency translation on business disposal reclassified into Other income (expense), net	—			—			—		252			—			252
Trade receivables, less allowances	—			57,869			59,894		104,449			—			222,212
Net other comprehensive income related to foreign currency translation	—			—			—		267			—			267
Other receivables, net	—			4,188			3,034		49,654			—			56,876
Unrealized gains (losses) on derivatives for the period	—			—			—		3,395			—			3,395
Inventories	—			11,050			34,907		171,321						217,278
Derivative gains reclassified into Net sales	—			—			—		2,047			—			2,047
Prepaid expenses	1,472			1,961			8,911		27,157			—			39,501
Derivative losses reclassified into Cost of sales	—			—			—		(236		)	—			(236		)
Other current assets	96			—			10,481		395			(6,007		)	4,965
Net other comprehensive income related to derivatives	—			—			—		5,206			—			5,206
Total current assets	1,961			91,370			206,086		436,136			(6,007		)	729,546
Actuarial gains for the period, net of tax	—			(565		)	—		(340		)	—			(905		)
Property, plant and equipment, net	—			7,204			179,595		181,364			—			368,163
Amortization included in pension cost	—			206			—		390			—			596
Investments and other assets, net	9,399			8,288			3,266		74,337			—			95,290
Net other comprehensive income related to defined benefit pension and severance plans	—			(359		)	—		50			—			(309		)
Trademarks	—			208,085			38,500		179,500			—			426,085
Other comprehensive income (loss) of investments in subsidiaries	5,164			5,523			—		—			(10,687		)	—
Goodwill	—			—			18,095		—			—			18,095
Comprehensive income (loss)	$	(1,603	)	$	36,120		$	2,686	$	45,586		$	(84,392	)	$	(1,603	)
Other intangible assets, net	—			—			70,523		—			—			70,523
Investments in and accounts with subsidiaries	1,487,261			1,341,388			3,297		—			(2,831,946		)	—
Due from affiliates	88,296			2,220,362			3,068,970		837,758			(6,215,386		)	—
Total assets	$	1,586,917		$	3,876,697		$	3,588,332	$	1,709,095		$	(9,053,339	)	$	1,707,702
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt and capital lease obligations	$	—		$	—		$	1,363	$	1,636		$	—		$	2,999
Accounts payable	3,897			6,765			114,902		140,780			—			266,344
Accrued liabilities	23,377			9,108			64,897		67,079			—			164,461
Total current liabilities	27,274			15,873			181,162		209,495			—			433,804
Long-term debt and capital lease obligations, net of current portion	45,872			190,389			38,637		3,513			—			278,411
Accrued pension and other employee benefits	8,826			4,358			20		63,717			—			76,921
Deferred tax liabilities	(125		)	77,961			25,978		—			(6,007		)	97,807
Other liabilities	6,750			215			23,945		41,342			—			72,252
Long-term related parties debt	238,479			—			—		—			—			238,479
Due to affiliates	749,813			2,100,640			2,890,419		474,514			(6,215,386		)	—
Total liabilities	1,076,889			2,389,436			3,160,161		792,581			(6,221,393		)	1,197,674
Commitments and contingencies
Total shareholders' equity	510,028			1,487,261			428,171		916,514			(2,831,946		)	510,028
Total liabilities and shareholders' equity	$	1,586,917		$	3,876,697		$	3,588,332	$	1,709,095		$	(9,053,339	)	$	1,707,702

Chiquita Brands International, Inc.
Condensed Consolidating Balance Sheet (Unaudited)
June 30, 2015
(in thousands)
	CBII		CBLLC		Guarantor		Non-Guarantor		Consolidating			Company
	(Co-Issuer)		(Co-issuer)		Subsidiaries		Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and equivalents	$	1,746	$	28,933	$	48,358	$	66,258	$	—		$	145,295
Trade receivables, less allowances	—		58,294		62,154		125,876		—			246,324
Other receivables, net	—		7,242		4,790		48,503		—			60,535
Inventories	—		10,621		36,889		158,122		—			205,632
Prepaid expenses	477		2,104		5,886		31,298		—			39,765
Other current assets	96		6,224		11,369		413		(6,282		)	11,820
Total current assets	2,319		113,418		169,446		430,470		(6,282		)	709,371
Property, plant and equipment, net	—		8,501		184,246		184,823		—			377,570
Investments and other assets, net	9,954		8,655		3,606		74,842		—			97,057
Trademarks	—		208,085		38,500		179,500		—			426,085
Goodwill	—		—		18,095		—		—			18,095
Other intangible assets, net	—		—		72,840		21		—			72,861
Investments in and accounts with subsidiaries	1,478,712		1,307,670		3,443		—		(2,789,825		)	—
Due from affiliates	84,871		2,201,452		1,658,730		774,288		(4,719,341		)	—
Total assets	$	1,575,856	$	3,847,781	$	2,148,906	$	1,643,944	$	(7,515,448	)	$	1,701,039
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt and capital lease obligations	$	—	$	—	$	1,622	$	1,641	$	—		$	3,263
Accounts payable	3,929		8,199		112,203		147,556		—			271,887
Accrued liabilities	24,860		16,201		57,383		57,130		—			155,574
Total current liabilities	28,789		24,400		171,208		206,327		—			430,724
Long-term debt and capital lease obligations, net of current portion	45,002		190,276		39,130		3,549		—			277,957
Accrued pension and other employee benefits	9,793		4,569		—		62,763		—			77,125
Deferred tax liabilities	—		79,867		26,613		—		(6,282		)	100,198
Other liabilities	—		7,636		22,686		41,920		—			72,242
Long-term related parties debt	238,479		—		—		—		—			238,479
Due to affiliates	749,479		2,062,321		1,469,996		437,545		(4,719,341		)	—
Total liabilities	1,071,542		2,369,069		1,729,633		752,104		(4,725,623		)	1,196,725
Commitments and contingencies
Total shareholders' equity	504,314		1,478,712		419,273		891,840		(2,789,825		)	504,314
Total liabilities and shareholders' equity	$	1,575,856	$	3,847,781	$	2,148,906	$	1,643,944	$	(7,515,448	)	$	1,701,039



Chiquita Brands International, Inc.
Condensed Consolidating Balance Sheet
December 31, 2014
(in thousands)
	CBII		CBLLC		Guarantor		Non-Guarantor		Consolidating			Company
	(Co-Issuer)		(Co-issuer)		Subsidiaries		Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and equivalents	$	—	$	13,707	$	—	$	34,453	$	—		$	48,160
Trade receivables, less allowances	—		49,844		47,579		119,997		—			217,420
Other receivables, net	—		4,383		3,302		59,335		(210		)	66,810
Inventories	—		9,657		34,331		153,319		—			197,307
Prepaid expenses	209		5,555		8,193		24,861		—			38,818
Other current assets	—		10,070		11,506		503		(7,530		)	14,549
Total current assets	209		93,216		104,911		392,468		(7,740		)	583,064
Property, plant and equipment, net	—		15,680		194,362		186,987		—			397,029
Investments and other assets, net	22,032		11,209		4,372		79,150		(6,543		)	110,220
Trademarks	—		208,085		38,500		179,500		—			426,085
Goodwill	—		—		18,095		—		—			18,095
Other intangible assets, net	—		—		77,511		34		—			77,545
Investments in and accounts with subsidiaries	1,431,037		1,165,799		1,572		—		(2,598,408		)	—
Due from affiliates	84,298		2,377,190		1,537,915		626,343		(4,625,746		)	—
Total assets	$	1,537,576	$	3,871,179	$	1,977,238	$	1,464,482	$	(7,238,437	)	$	1,612,038

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt and capital lease obligations	$	—	$	1,500	$	1,674	$	1,529	$	—		$	4,703
Accounts payable	6,795		7,672		86,010		122,809		—			223,286
Accrued liabilities	31,752		24,308		54,199		48,436		(7,740		)	150,955
Total current liabilities	38,547		33,480		141,883		172,774		(7,740		)	378,944
Long-term debt and capital lease obligations, net of current portion	176,431		415,858		39,945		5,284		—			637,518
Accrued pension and other employee benefits	14,637		6,549		—		68,195		—			89,381
Deferred tax liabilities	—		83,188		27,720		—		(6,543		)	104,365
Due to affiliates	981,225		1,893,148		1,346,665		404,708		(4,625,746		)	—
Other liabilities	3,402		7,919		21,979		45,196		—			78,496
Total liabilities	1,214,242		2,440,142		1,578,192		696,157		(4,640,029		)	1,288,704
Commitments and contingencies
Total shareholders' equity	323,334		1,431,037		399,046		768,325		(2,598,408		)	323,334
Total liabilities and shareholders' equity	$	1,537,576	$	3,871,179	$	1,977,238	$	1,464,482	$	(7,238,437	)	$	1,612,038



Chiquita Brands International, Inc.
Condensed Consolidating Balance Sheet (Unaudited)
September 30, 2014
(in thousands)
	CBII		CBLLC		Guarantor		Non-Guarantor		Consolidating			Company
	(Co-Issuer)		(Co-issuer)		Subsidiaries		Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and equivalents	$	—	$	10,682	$	—	$	34,410	$	—		$	45,092
Trade receivables, less allowances	—		54,729		54,525		139,363		—			248,617
Other receivables, net	—		2,066		5,412		61,267		(577		)	68,168
Inventories	—		10,702		30,246		167,983		—			208,931
Prepaid expenses	438		5,095		8,144		28,716		—			42,393
Other current assets	—		21,672		12,520		—		(8,800		)	25,392
Total current assets	438		104,946		110,847		431,739		(9,377		)	638,593
Property, plant and equipment, net	—		16,808		195,940		187,612		—			400,360
Investments and other assets, net	21,795		11,769		4,196		75,116		(6,437		)	106,439
Trademarks	—		208,085		38,500		179,500		—			426,085
Goodwill	—		—		18,095		—		—			18,095
Other intangible assets, net	—		—		79,846		41		—			79,887
Investments in and accounts with subsidiaries	1,465,047		1,155,566		1,246		—		(2,621,859		)	—
Due from affiliates	$	58,317	$	2,244,947	$	1,481,248	$	577,543	$	(4,362,055	)	$	—
Total assets	$	1,545,597	$	3,742,121	$	1,929,918	$	1,451,551	$	(6,999,728	)	$	1,669,459

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt and capital lease obligations	$	—	$	1,500	$	1,662	$	1,486	$	—		$	4,648
Accounts payable	8,533		5,558		92,875		141,764		—			248,730
Accrued liabilities	30,386		14,319		66,468		53,844		(9,377		)	155,640
Due to affiliates	936,986		1,761,741		1,286,745		376,583		(4,362,055		)	—
Total current liabilities	975,905		1,783,118		1,447,750		573,677		(4,371,432		)	409,018
Long-term debt and capital lease obligations, net of current portion	173,194		416,153		40,373		5,162		—			634,882
Accrued pension and other employee benefits	14,665		2,760		4		63,965		—			81,394
Deferred tax liabilities	244		66,987		46,524		—		(6,437		)	107,318
Other liabilities	3,506		8,056		9,619		37,583		—			58,764
Total liabilities	1,167,514		2,277,074		1,544,270		680,387		(4,377,869		)	1,291,376
Commitments and contingencies
Total shareholders' equity	378,083		1,465,047		385,648		771,164		(2,621,859		)	378,083
Total liabilities and shareholders' equity	$	1,545,597	$	3,742,121	$	1,929,918	$	1,451,551	$	(6,999,728	)	$	1,669,459

Chiquita Brands International, Inc.
Condensed Consolidating Balance Sheet (Unaudited)
Condensed Consolidating Statement of Cash Flows (Unaudited)
June 30, 2014
Nine Months Ended September 30, 2015
(in thousands)
	CBII			CBLLC			Guarantor			Non-Guarantor			Consolidating			Company
	(Co-Issuer)			(Co-~~issuer~~Issuer)			Subsidiaries			Subsidiaries			Eliminations			Consolidated
ASSETS
Cash provided (used) by:
Current assets:
Operating cash flow	$	(254,163	)	$	329,032		$	657		$	56,987		$	—		$	132,513
Cash and equivalents	$	—		$	22,189		$	—		$	32,324		$	—		$	54,513
Capital expenditures	—			(1,428		)	(2,192		)	(9,955		)	—			(13,575		)
Trade receivables, less allowances	—			56,360			60,229			155,306			—			271,895
Investing activity with subsidiaries	—			(93,304		)	—			—			93,304			—
Other receivables, net	—			999			4,452			55,961			(837		)	60,575
Other, net	—			—			—			(67		)	—			(67		)
Inventories	—			10,831			34,668			165,812			—			211,311
Investing cash flow	—			(94,732		)	(2,192		)	(10,022		)	93,304			(13,642		)
Prepaid expenses	954			1,631			9,137			27,417			—			39,139
Issuances of long-term debt with related party	238,479			—			—			—			—			238,479
Due from affiliates	57,210			2,168,269			1,394,702			558,114			(4,178,295		)	—
Repurchase of Convertible Notes	(146,401		)	—			—			—			—			(146,401		)
Other current assets	—			3,587			12,823			—			(9,014		)	7,396
Redemption of 7.875% Notes	—			(222,117		)	—			—			—			(222,117		)
Total current assets	58,164			2,263,866			1,516,011			994,934			(4,188,146		)	644,829
Repayments of the 2013 ABL Term Loan	—			(4,875		)	—			—			—			(4,875		)
Property, plant and equipment, net	—			17,733			197,730			184,399			—			399,862
Borrowings under the 2015 ABL	—			16,000			—			—			—			16,000
Investments and other assets, net	21,309			12,555			4,466			77,814			(6,397		)	109,747
Repayments of the 2015 ABL	—			(16,000		)	—			—			—			(16,000		)
Trademarks	—			208,085			38,500			179,500			—			426,085
Repayments of long-term debt and capital lease obligations	—			—			(2,910		)	(233		)	—			(3,143		)
Goodwill	—			—			18,095			—			—			18,095
Payments for debt modification and issuance costs	—			(2,738		)	—			—			—			(2,738		)
Other intangible assets, net	—			—			82,182			47			—			82,229
Payment of stock-based compensation	(36,588		)	—			—			—			—			(36,588		)
Investments in and accounts with subsidiaries	1,439,143			1,129,504			1,535			—			(2,570,182		)	—
Payment of dividend to related party	(45,374		)	—			—			—			—			(45,374		)
Total assets	$	1,518,616		$	3,631,743		$	1,858,519		$	1,436,694		$	(6,764,725	)	$	1,680,847
Proceeds from sale of common stock	154,836			—			—			—			—			154,836
LIABILITIES AND SHAREHOLDERS' EQUITY
Proceeds from capital contributions	89,604			—			—			—			—			89,604
Current liabilities:
Advance from related party	18,445			—			—			—			—			18,445
Current portion of long-term debt and capital lease obligations	$	—		$	1,500		$	1,622		$	1,488		$	—		$	4,610
Repayment of advance from related party	(18,445		)	—			—			—			—			(18,445		)
Accounts payable	3,143			4,937			89,973			153,526			—			251,579
Financing activity with subsidiaries	—			(1,975		)	93,304			1,975			(93,304		)	—
Accrued liabilities	33,224			23,735			62,527			59,626			(9,851		)	169,261
Financing cash flow	254,556			(231,705		)	90,394			1,742			(93,304		)	21,683
Due to affiliates	919,544			1,668,253			1,225,080			365,418			(4,178,295		)	—
Increase (decrease) in cash and equivalents	393			2,595			88,859			48,707			—			140,554
Total current liabilities	955,911			1,698,425			1,379,202			580,058			(4,188,146		)	425,450
Cash and equivalents, beginning of period	—			13,707			—			34,453			—			48,160
Long-term debt and capital lease obligations, net of current portion	170,053			416,450			40,812			5,177			—			632,492
Cash and equivalents, end of period	$	393		$	16,302		$	88,859		$	83,160		$	—		$	188,714
Accrued pension and other employee benefits	14,592			2,882			—			62,800			—			80,274
Deferred tax liabilities	235			66,653			46,293			—			(6,397		)	106,784
Other liabilities	1,571			8,190			9,427			40,405			—			59,593
Total liabilities	1,142,362			2,192,600			1,475,734			688,440			(4,194,543		)	1,304,593
Commitments and contingencies
Total shareholders' equity	376,254			1,439,143			382,785			748,254			(2,570,182		)	376,254
Total liabilities and shareholders' equity	$	1,518,616		$	3,631,743		$	1,858,519		$	1,436,694		$	(6,764,725	)	$	1,680,847

Chiquita Brands International, Inc.
Condensed Consolidating Statement of Cash Flows (Unaudited)
Six Months Ended June 30, 2015
Nine months Ended September 30, 2014
(in thousands)
	CBII			CBLLC			Guarantor			Non-Guarantor			Consolidating			Company
	(Co-Issuer)			(Co-Issuer)			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash provided (used) by:
Operating cash flow	$	~~(252,810~~—	)	$	~~300~~14,~~870~~674		$	~~(925~~3,243	)	$	3822,~~089~~754		$	—		$	8540,~~224~~671
Capital expenditures	—			(12,~~165~~689		)	(18,~~418~~748		)	(727,~~860~~399		)	—			(1038,~~443~~836		)
Investing activity with subsidiaries	—			(52,881		)	—			—			52,881			—
Net Proceeds from sale of long-term assets	—			—			1,167			4,089			—			5,256
Other, net	—			—			—			(212		)	—			(212		)
Investing activity with subsidiaries1	—			(5,463		)	(570		)	—			6,033			—
Investing cash flow	—			(54,046		)	(1,418		)	(8,072		)	52,881			(10,655		)
Other, net	—			—			—			(3,736		)	—			(3,736		)
Issuances of long-term debt with related party	238,479			—			—			—			—			238,479
Investing cash flow	—			(8,152		)	(8,151		)	(27,046		)	6,033			(37,316		)
Repurchase of Convertible Notes	(146,401		)	—			—			—			—			(146,401		)
Redemption of 7.875% Notes	—			(10,000		)	—			—			—			(10,000		)
Redemption of 7.875% Notes	—			(222,117		)	—			—			—			(222,117		)
Borrowings under the 2013 ABL Revolver	—			24,000			—			—			—			24,000
Repayments of the 2013 ABL Term Loan	—			(4,875		)	—			—			—			(4,875		)
Repayments of the 2013 ABL Revolver	—			(24,000		)	—			—			—			(24,000		)
Borrowings under the 2015 ABL	—			16,000			—			—			—			16,000
Repayments of the 2013 ABL Term Loan	—			(1,125		)	—			—			—			(1,125		)
Repayments of the 2015 ABL	—			(16,000		)	—			—			—			(16,000		)
Repayments of long-term debt and capital lease obligations	—			—			(555		)	(34		)	—			(589		)
Repayments of long-term debt and capital lease obligations	—			—			(2,180		)	(187		)	—			(2,367		)
Payments for debt modification and issuance costs	—			(266		)	—			—			—			(266		)
Payments for debt modification and issuance costs	—			(2,631		)	—			—			—			(2,631		)
Payments of debt extinguishment costs	—			(300		)	—			—			—			(300		)
Payment of stock-based compensation	(36,588		)	—			—			—			—			(36,588		)
Financing activity with subsidiaries1	—			—			5,463			570			(6,033		)	—
Payment of dividend to related party	(45,374		)	—			—			—			—			(45,374		)
Financing cash flow	—			(11,691		)	4,908			536			(6,033		)	(12,280		)
Proceeds from sale of common stock	154,836			—			—			—			—			154,836
Increase (decrease) in cash and equivalents	—			(5,169		)	—			(3,756		)	—			(8,925		)
Proceeds from capital contributions	89,604			—			—			—			—			89,604
Cash and equivalents, beginning of period	—			15,851			—			38,166			—			54,017
Advance from related party	18,445			—			—			—			—			18,445
Cash and equivalents, end of period	$	—		$	10,682		$	—		$	34,410		$	—		$	45,092
Repayment of advance from related party	(18,445		)	—			—			—			—			(18,445		)
Financing activity with subsidiaries	—			(1,975		)	52,881			1,975			(52,881		)	—
Financing cash flow	254,556			(231,598		)	50,701			1,788			(52,881		)	22,566
Increase (decrease) in cash and equivalents	1,746			15,226			48,358			31,805			—			97,135
Cash and equivalents, beginning of period	—			13,707			—			34,453			—			48,160
Cash and equivalents, end of period	$	1,746		$	28,933		$	48,358		$	66,258		$	—		$	145,295

¹As previously disclosed in our second quarter of 2014 Form 10-Q, $3 million of investing and financing activity between the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries during the first quarter of 2014 has been corrected and is reflected in this condensed consolidating statement of cash flows for the nine months ended September 30, 2014.

Chiquita Brands International, Inc.
Condensed Consolidating Statement of Cash Flows (Unaudited)
Six months Ended June 30, 2014
(in thousands)
	CBII		CBLLC			Guarantor			Non-Guarantor			Consolidating			Company
	(Co-Issuer)		(Co-Issuer)			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash provided (used) by:
Operating cash flow	$	—	$	22,112		$	2,630		$	13,441		$	—		$	38,183
Capital expenditures	—		(1,607		)	(4,910		)	(18,805		)	—			(25,322		)
Investing activity with subsidiaries1	—		(2,926		)	(570		)	—			3,496			—
Other, net	—		—			44			(1,022		)	—			(978		)
Investing cash flow	—		(4,533		)	(5,436		)	(19,827		)	3,496			(26,300		)
Redemption of 7.875% Notes	—		(10,000		)	—			—			—			(10,000		)
Borrowings under the 2013 ABL Revolver	—		24,000			—			—			—			24,000
Repayments of the 2013 ABL Revolver	—		(24,000		)	—			—			—			(24,000		)
Repayments of the 2013 ABL Term Loan	—		(750		)	—			—			—			(750		)
Repayments of long-term debt and capital lease obligations	—		—			(120		)	(26		)	—			(146		)
Payments for debt modification and issuance costs	—		(191		)	—			—			—			(191		)
Payments of debt extinguishment costs	—		(300		)	—			—			—			(300		)
Financing activity with subsidiaries1	—		—			2,926			570			(3,496		)	—
Financing cash flow	—		(11,241		)	2,806			544			(3,496		)	(11,387		)
Increase (decrease) in cash and equivalents	—		6,338			—			(5,842		)	—			496
Cash and equivalents, beginning of period	—		15,851			—			38,166			—			54,017
Cash and equivalents, end of period	$	—	$	22,189		$	—		$	32,324		$	—		$	54,513

1 As previously disclosed in our second quarter of 2014 Form 10-Q, $3 million of investing and financing activity between the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries during the first quarter of 2014 has been corrected and is reflected in this condensed consolidating statement of cash flows for the six months ended June 30, 2014.

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Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

Change in Ownership

On October 26, 2014, Chiquita entered into an Agreement and Plan of Merger ("Merger Agreement") with Cavendish Global Limited (now known as Chiquita Holdings Ltd., "Parent"), a private limited company incorporated under the laws of England and Wales and an affiliate of the Cutrale and J.Safra Groups. The merger was consummated on January 6, 2015, as described in Note 2 to the Condensed Consolidated Financial Statements, with all of Chiquita's outstanding shares being purchased for $14.50 per share and resulting in Cavendish US Corporation (now known as Chiquita US Corporation, "Chiquita US"), a wholly-owned, indirect subsidiary of Parent, owning 100% of Chiquita.

In the ~~second~~third quarter and the first ~~half~~nine months of 2015, we incurred $128 million and $6067 million, respectively of transaction costs, including legal, advisory and other expenses, related to the Merger Agreement.

Under new ownership, we commenced refinancing and restructuring activities in January and February 2015, which are described more fully in Note 2, Note 6 and Note 16 to the Condensed Consolidated Financial Statements. These activities included:


•	Redeeming $224 million principal amount of 7.875% Senior Notes due 2021 funded by equity contributions and related party loans. After the redemptions, $191 million principal amount of these Notes remain outstanding.


•	Repurchasing $151 million principal amount of the Convertible Senior Notes due 2016 funded by related party loans. After the repurchase, $49 million principal amount of these Convertible Notes remain outstanding.


•	Replacing our existing Asset Based Lending Facility with a new 5-year, $150 million Asset Based Lending Facility.


•	Initiating restructuring activities designed to more closely align corporate services with operations and the strategies of new management, and announcing the closure of our headquarters in Charlotte, North Carolina. Total costs associated with these activities are expected to be in the range of $25 million to $40 million.

Operations Overview

In the ~~second~~third quarter of 2015, operating performance improved in our core Bananas and Salads and Healthy Snacks businesses ~~both~~compared ~~performed~~with ~~above~~ the same period of 2014. Excluding ~~the $60 million of~~ transaction costs described above, our overall operating income during the first ~~half~~nine months of 2015 also improved compared with the same period of 2014.

In our Bananas segment, our operating income ~~also~~ improved year over year. Overall banana volume was lower and foreign exchange fluctuations had an adverse impact on our sales as compared to the first ~~half~~nine months of 2014, partially offset by pricing increases asin aaccordance ~~result~~with ofour ~~supply~~strategy ~~shortages~~to inprioritize ~~the~~price ~~market~~over volume. Our banana segment also benefited from lower fuel costs, and shipping and logistics efficiencies~~, and decreased spot purchases~~.

Our Salads and Healthy Snacks segment results reflected increased volume in our retail value-added salads, packaging and overall operational efficiency and pricing actions that took effect during the second half of 2014. This resulted in increased retail value-added salad pricing inclusive of product mix, partially offset by lower sales volume in our ~~healthy snacks and~~ foodservice ~~segments~~segment. The segment also benefited from lower fuel costs and reduced SG&A (selling general and administrative) costs further bolstering strong results.

Our results are subject to significant seasonal variations and interim results are not indicative of the results of operations for the full fiscal year. Historically, our results during the second half of the year have been 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. We have made strategic changes to our businesses that we expect to reduce this trend, however the effect of these seasonal variations can vary significantly from year to year. For a further description of our challenges and risks, 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 our 2014 Annual Report on Form 10-K and discussion below.

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Operations

We report three business segments: Bananas; Salads and Healthy Snacks; and Other Produce. Segment descriptions and results can be found in Note 14 to the Condensed Consolidated Financial Statements. Certain corporate expenses are not allocated to the reportable segments and are included in "Corporate costs," including costs related to the Merger Agreement. Inter-segment transactions are eliminated.

	Quarter Ended June 30,						Better (Worse) Percent Change			Six Months ended June 30,							Better (Worse) Percent Change
	Quarter Ended September 30,						Nine Months ended September 30,
(In millions)	2015			2014			2015			~~2015~~	2014			~~2014~~
Net sales:
Bananas	$	~~502~~416		$	~~537~~477		~~(6.5~~$	)%1,389		$	~~973~~$	1,516		$	~~1,039~~		~~(6.3~~	)%
Salads and Healthy Snacks	~~248~~238			~~249~~234			~~(0.5~~716	)%		~~478~~	713			~~479~~			~~(0.1~~	)%
Other Produce	2621			3927			~~(32.8~~71	)%		50	97			70			~~(28.0~~	)%
	$	~~777~~675		$	~~826~~739		~~(6.0~~$	)%2,177		$	~~1,502~~$	2,326		$	~~1,588~~		~~(5.4~~	)%
Cost of sales:
Bananas	$	~~413~~363		$	~~460~~426		~~10.2~~$	%1,179		$	~~817~~$	1,333		$	~~907~~		~~9.9~~	%
Salads and Healthy Snacks	~~199~~197			~~214~~202			~~7.0~~592	%		~~394~~	622			~~420~~			~~6.2~~	%
Other Produce	2421			3932			~~38.5~~65	%		46	102			70			~~34.3~~	%
Corporate costs	21			3			~~33.3~~7	%		2	8			5			~~60.0~~	%
	$	~~638~~582		$	~~716~~663		~~10.9~~$	%1,843		$	~~1,261~~$	2,065		$	~~1,402~~		~~10.0~~	%
Operating income (loss):
Bananas	$	6615		$	4318		~~52.3~~$	%109		$	95$	82		$	64		~~47.7~~	%
Salads and Healthy Snacks	2823			76			~~284.9~~62	%		39	10			4			~~934.7~~	%
Other Produce	2(1		)	—(5		)	NM4			4	(5		)	—			NM
Corporate Costs	(2614		)	(1421		)	(~~86.4~~95	)%	)	~~(80~~	(52	)	)	~~(31~~		)	~~(162.6~~	)%
	$	7023		$	37(1	)	~~91.0~~$	%80		$	57$	36		$	37		~~53.3~~	%

Tables may not total or recalculate due to rounding.

QUARTER ENDED ~~JUNE~~SEPTEMBER 30, 2015 vs. QUARTER ENDED ~~JUNE~~SEPTEMBER 30, 2014

Net Sales. Net sales decreased on a consolidated basis by 68.06%. In our Bananas segment, the decrease in net sales was driven by lower volume in North America and the impact from foreign exchange offset slightly by higher banana pricing. Salads and Healthy Snacks segment sales increased, year over year, as a result of increased retail volume, improved product mix and more efficient use of trade spend, offset by a decline in sales volume for the food service and processed fruit ingredient businesses. Other produce sales decreased primarily as a result of lower volume.

~~Salads~~ ~~and~~Cost ~~Healthy~~of ~~Snacks~~Sales. ~~segment~~Cost of sales ~~remained~~decreased ~~flat,~~12.2% ~~year~~on ~~over~~a ~~year,~~consolidated asbasis. aThe ~~result~~primary drivers of ~~increased~~lower ~~retail~~costs ~~volume,~~were ~~improved~~reduced ~~product~~weather ~~mix~~impacts ~~and~~as ~~more~~compared ~~efficient~~to ~~use~~the ofthird ~~trade~~quarter ~~spend~~of 2014, ~~offset~~lower byfruit avolumes ~~decline~~ in ~~sales~~2015 ~~volume for the healthy snacks, food service~~ and ~~processed~~lower ~~fruit~~fuel ~~ingredient businesses~~costs.

~~Other~~In ~~produce~~our Bananas segment, cost of sales decreased ~~primarily~~due to lower overall volume and spot purchases, improved productivity on owned farms, and lower fuel costs. In our Salads and Healthy Snacks segment, cost of sales decreased significantly in the third quarter of 2015 as acompared ~~result~~to 2014 mainly due to increased operational efficiencies and reduced fuel costs. Other produce cost of sales decreased due to lower volume.

Operating ~~Cost~~Income. ofAs ~~Sales.~~a ~~Cost~~result of ~~sales~~the ~~decreased~~items ~~10.9%~~discussed onabove, aour ~~consolidated~~operating ~~basis.~~income ~~The~~was ~~primary~~higher ~~drivers~~than the third quarter of ~~lower~~2014, ~~costs~~slightly ~~were~~offset ~~reduced~~by ~~weather~~additional ~~impacts~~Corporate ascosts ~~compared~~driven toby the ~~second~~$8 ~~quarter~~million of ~~2014~~transaction costs in connection with the Merger Agreement. Excluding transaction costs, Corporate costs improved due to lower ~~fruit~~legal ~~volumes~~fees, inmedical ~~2015~~cost reductions and ~~lower~~staffing ~~fuel~~and ~~costs~~operating efficiencies. Corporate costs represent expenses not allocated to the reportable segments, including certain selling, general and administrative costs.

InNINE ~~our~~MONTHS ~~Bananas~~ENDED ~~segment~~SEPTEMBER 30, ~~cost~~2015 of sales decreased due to lower spot purchases and improved productivity as a result of reduced weather impacts in our growing regions in Central America as compared to 2014 and supply shortages in our operating marketsvs. WeNINE ~~continue~~MONTHS toENDED ~~prioritize~~SEPTEMBER ~~price over volume in our markets~~30, ~~resulting in fewer spot market purchases and incremental cost savings from supply constraints.~~2014

InNet ~~our~~Sales. ~~Salads~~Net ~~and~~sales ~~Healthy~~decreased ~~Snacks~~on ~~segment,~~a ~~cost~~consolidated ofbasis ~~sales~~by ~~decreased~~6.4%. ~~significantly~~In inour ~~the~~Bananas ~~second~~segment, ~~quarter~~the ofdecrease ~~2015~~in asnet ~~compared~~sales towas ~~2014~~driven ~~mainly~~by ~~due~~lower tovolume ~~decreased~~in ~~fuel~~North ~~costs.~~America ~~Packaging~~ and ~~sizing~~Core ~~initiatives~~Europe ~~beginning~~(defined inbelow) ~~the~~as ~~third~~a ~~quarter~~result of ~~2014~~fewer ~~also~~spot ~~resulted~~market inpurchases ~~increased~~and ~~value~~the ~~chain~~impact ~~savings~~from ~~and~~foreign ~~lower~~exchange ~~overall~~offset ~~costs~~slightly ~~during~~by ~~2015.~~higher banana pricing.

~~Other produce cost of sales decreased due to lower volume.~~39

Operating Income. As a result of the items discussed above, our segments' operating income was higher than the second quarter of 2014, slightly offset by additional Corporate costs driven by the $12 million of transaction costs in connection with the Merger Agreement. Excluding transaction costs, Corporate costs improved due to lower legal fees, medical cost reductions

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Salads and ~~staffing~~Healthy ~~and~~Snacks ~~operating~~segment ~~efficiencies.~~sales ~~Corporate~~increased, ~~costs~~year ~~represent~~over ~~expenses~~year, ~~not~~as ~~allocated~~a toresult ~~the~~of ~~reportable~~increased ~~segments~~retail volume, ~~including~~improved ~~certain~~product ~~selling~~mix, ~~general~~the increased pricing action implemented in July 2014 and ~~administrative~~more ~~costs~~efficient use of trade spend, offset by a decline in sales volume for the food service segment.

SIX MONTHS ENDED JUNE 30, 2015 vs. SIX MONTHS ENDED JUNE 30, 2014

Net Sales. Net sales decreased on a consolidated basis by 5.4%. In our Bananas segment, the decrease in net sales was driven by lower volume in North America and Core Europe (defined below) as a result of fewer spot market purchases and the impact from foreign exchange offset slightly by higher banana pricing.

Salads and Healthy Snacks segment sales remained flat, year over year, as a result of increased retail volume, improved product mix, the increased pricing action implemented in July 2014 and more efficient use of trade spend, offset by a decline in sales volume for the healthy snacks and food service segments. Packaging and sizing initiatives beginning in the third quarter of 2014 also resulted in increased value chain savings and lower overall costs during 2015.

Other produce sales decreased primarily as a result of weather conditions.

Cost of Sales. Cost of sales decreased 10.08% on a consolidated basis. The primary drivers of lower costs as compared to the ~~six~~nine months ended ~~June~~September 30, 2014 were ~~reduced~~operating ~~weather impacts~~efficiencies, lower fruit volumes, lower fuel costs and shipping efficiencies. In our Bananas segment, cost of sales decreased due to lower overall volume and spot purchases and improved productivity on our owned farms. Logistical saving through new shipping rotations have also limited costs. In our Salads and Healthy Snacks segment, cost of sales decreased significantly in the nine months ending 2015 as compared to 2014 due to increased operational efficiencies, decreased fuel costs and improved growing conditions from reduced weather impacts on logistic and raw supply costs. Packaging and sizing initiatives beginning in the third quarter of 2014 also resulted in increased value chain savings and lower overall costs during 2015. Other produce cost of sales decreased due to lower volume.

InOperating Income. As a result of the items discussed above, our ~~Bananas~~operating ~~segment~~income was higher than the nine months ended September 30, ~~cost~~2014, offset by additional Corporate costs driven by the $67 million of ~~sales~~transaction ~~decreased~~costs ~~due~~in toconnection ~~lower~~with ~~spot~~the ~~purchases~~Merger ~~and~~Agreement. Excluding transaction costs, Corporate costs improved ~~productivity~~due asto alower ~~result~~legal offees, ~~reduced~~medical ~~weather~~cost ~~impacts~~reductions inand ~~our~~staffing ~~growing~~and ~~regions~~operating inefficiencies. ~~Central~~Corporate ~~America~~costs asrepresent ~~compared~~expenses not allocated to ~~2014~~the ~~and~~reportable ~~supply~~segments, ~~shortages~~including incertain ~~our~~selling, ~~operating~~general ~~markets~~and administrative costs.

In our Salads and Healthy Snacks segment, cost of sales decreased significantly in the second quarter of 2015 as compared to 2014 due to decreased fuel costs and improved growing conditions from reduced weather impacts on logistic and raw supply costs.

Other produce cost of sales decreased due to lower volume.

Operating Income. As a result of the items discussed above, our segments' operating income was higher than the six months ended June 30, 2014, offset by additional Corporate costs driven by the $60 million of transaction costs in connection with the Merger Agreement. Excluding transaction costs, Corporate costs improved due to lower legal fees, medical cost reductions and staffing and operating efficiencies. Corporate costs represent expenses not allocated to the reportable segments, including certain selling, general and administrative costs.

Additional detail of the variances are included in the segment discussion below.

BANANA SEGMENT - NET SALES, COST OF SALES AND OPERATING INCOME ANALYSIS

	Better (Worse)
(In millions)	Q2Q3			YTD
2014 Banana segment net sales	$	~~537~~477		$	1,~~039~~516
Global pricing and geographic product mix	(46		)	1711
Volume	(738		)	(4583		)
Average European exchange rates including the effect of hedging	(2217		)	(3553		)
Other	(2—		)	(32		)
2015 Banana segment net sales	$	~~502~~416		$	~~973~~1,389



	(Better) Worse
(In millions)	Q3			YTD
2014 Banana segment cost of sales	$	426		$	1,333
Volume	(25		)	(57		)
Sourcing and logistics costs¹	(33		)	(90		)
Average European exchange rates	(2		)	—
Tariffs	(1		)	(4		)
Other	(2		)	(3		)
2015 Banana segment cost of sales	$	363		$	1,179

Sourcing costs include the costs of producing fruit in our owned operations and purchasing fruit from third party growers. Logistics costs are significantly affected by source locations of fruit, fuel prices and scale efficiencies. Bunker fuel hedges include losses of $4 million and $1 million for the third quarters of 2015 and 2014, respectively, and losses of $16 million and $1 million for the nine months ended September 30, 2015 and 2014, respectively.

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	(Better) Worse
	Better (Worse)
(In millions)	Q2Q3			YTD
2014 Banana segment cost of sales	$	460		$	907
2014 Banana segment operating income	$	18		$	82
Volume	(5		)	(32		)
Change in Banana segment net sales from above	(61		)	(127		)
Sourcing and logistics costs1	(35		)	(57		)
Change in Banana segment cost of sales from above	63			154
Average European exchange rates	(6		)	2
Change in Banana segment selling, general and administrative expenses	(5		)	—
Tariffs	(1		)	(3		)
2015 Banana segment operating income	$	15		$	109
2015 Banana segment cost of sales	$	413		$	817

1European ~~Sourcing~~Exchange ~~costs~~Rates. ~~include~~We ~~the~~used ~~costs~~hedging ofinstruments ~~producing~~(derivatives) ~~fruit~~through inSeptember ~~our~~30, ~~owned~~2015 ~~operations~~to ~~and~~reduce ~~purchasing~~the ~~fruit~~negative ~~from~~cash ~~third~~flow ~~party~~and ~~growers.~~earnings ~~Logistics~~effect ~~costs~~that ~~are~~any ~~significantly~~significant ~~affected~~decline byin ~~source~~the ~~locations~~value of ~~fruit,~~the ~~fuel~~euro ~~prices~~would ~~and~~have ~~scale~~on ~~efficiencies~~the conversion of euro-based revenue into U.S. ~~Bunker~~dollars. ~~fuel~~To ~~hedges~~minimize ~~include~~the avolatility ~~loss~~that ofchanges $3in ~~million~~fuel ~~and~~prices ~~breakeven~~could ~~for~~have on the ~~second~~operating ~~quarters~~results of ~~2015~~our ~~and~~core ~~2014~~shipping operations, ~~respectively~~we also used hedging instruments through September 30, ~~and~~2015 ato ~~loss~~lock in prices of ~~$12~~future ~~million~~bunker fuel purchases. Further discussion of hedging risks and ~~breakeven~~instruments ~~for~~can ~~the~~be ~~six~~found ~~months~~under ~~ended~~the ~~June~~caption ~~30,~~Item ~~2015~~3 – Quantitative and ~~2014,~~Qualitative ~~respectively.~~Disclosures ~~The~~About ~~second~~Market ~~quarter~~Risk ofbelow ~~2014~~and ~~also~~Note ~~includes~~7 $5to ~~million~~the ofCondensed ~~costs~~Consolidated ~~related~~Financial toStatements. ~~vessel~~The ~~changeover,~~average ~~which~~spot ~~was~~and ~~completed~~hedged ineuro ~~the~~exchange ~~third~~rates ~~quarter~~were ofas ~~2014.~~follows:

	Better (Worse)
(Dollars per euro)	Q3 2015			Q3 2014			% Change		YTD 2015		YTD 2014		% Change
(In millions)	Q2			YTD
Euro average exchange rate, spot	$	1.11		$	1.33		(16.5	)%	$	1.12	$	1.36	(17.6	)%
2014 Banana segment operating income	$	43		$	64
Euro average exchange rate, hedged	1.23			1.35			(8.6	)%	1.26		1.36		(7.1	)%
Change in Banana segment net sales from above	(35		)	(66		)
Change in Banana segment cost of sales from above	47			90
Change in Banana segment selling, general and administrative expenses	11			7
2015 Banana segment operating income	$	66		$	95

BANANA SEGMENT METRICS

Volume. Our banana sales volumes1 in 40-pound box equivalents were as follows:

(In millions, except percentages)	Q2 2015	Q2 2014	% Change		YTD 2015	YTD 2014	% Change
North America	18.8	19.6	(4.1	)%	36.6	38.0	(3.7	)%
Europe and the Middle East:
Core Europe2	9.1	9.0	1.1	%	17.4	17.6	(1.1	)%
Mediterranean3	2.7	2.5	8.0	%	4.0	5.2	(23.1	)%
Middle East	1.3	0.9	44.4	%	2.6	1.8	44.4	%
Europe and the Middle East	13.1	12.4	5.6	%	24.0	24.6	(2.4	)%
Total volume	31.9	32.0	(0.3	)%	60.6	62.5	(3.0	)%

1 Volume sold represents all banana varieties, including Chiquita to Go, Chiquita minis, organic bananas and plantains.

2 Core Europe includes the 28 member states of the European Union, Switzerland, Norway and Iceland. Banana sales in Core Europe are primarily in euros but also include other European currencies.

3 Mediterranean markets are mainly European and Mediterranean countries that do not belong to the European Union.

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Pricing. Year-over-year percentage changes in our banana prices for 2015 compared to 2014 were as follows:

	Q2		YTD
North America1	(0.5	)%	1.1	%
Core Europe:
Local currency	2.9	%	4.3	%
Currency exchange impact	(17.4	)%	(15.1	)%
Core Europe U.S. Dollar Basis2	(14.5	)%	(10.8	)%
Mediterranean	(18.5	)%	(13.4	)%
Middle East	3.5	%	2.1	%
Europe and the Middle East	(16.4	)%	(13.1	)%

1 North America pricing includes surcharges to recover fuel-related, increases in paper and other costs.

2 Prices on a U.S. dollar basis exclude the effect of hedging.

European Exchange Rates. We use hedging instruments (derivatives) to reduce the negative cash flow and earnings effect that any significant decline in the value of the euro would have on the conversion of euro-based revenue into U.S. dollars for up to 18 months in the future. To minimize the volatility that changes in fuel prices could have on the operating results of our core shipping operations, we also use hedging instruments to lock in prices of future bunker fuel purchases for up to three years in the future. Further discussion of hedging risks and instruments can be found under the caption Item 3 – Quantitative and Qualitative Disclosures About Market Risk below and Note 7 to the Condensed Consolidated Financial Statements. The average spot and hedged euro exchange rates were as follows:

(Dollars per euro)	Q2 2015		Q2 2014		% Change		YTD 2015		YTD 2014		% Change
Euro average exchange rate, spot	$	1.10	$	1.37	(19.7	)%	$	1.13	$	1.33	(15.0	)%
Euro average exchange rate, hedged	1.20		1.36		(11.8	)%	1.27		1.36		(6.6	)%

Year over year increases (decreases) in our results related to the effect of European currency was as follows:

(In millions)	Q2Q3			YTD
Net sales:
Change in euro exchange rate	$	(3824	)	$	(6993	)
Change in realized hedging gain (loss)1	157			3439
Effect on net sales	(2317		)	(3553		)
Local costs increase	98			1826
Change in balance sheet translation gain (loss)2	52			(32		)
Net effect on operating income (loss)	$	(97	)	$	(2029	)

Table may not total or recalculate due to rounding.

1 ~~Second~~Third quarter hedging gain was $148 million in 2015 versus ~~a loss of~~ $1 million in the same period of 2014. For the ~~six~~nine months ended ~~June~~September 30, 2015 the hedging gain was $3038 million versus a loss of $31 million in the ~~six~~nine months ended ~~June~~September 30, 2014.

2 We discontinued entering into 30-day euro forward contracts to economically hedge the balance sheet translation in December 2014. ~~Second~~Third quarter balance sheet translation was a net ~~gain~~loss of $31 million in 2015 versus a net loss of $13 million in the same period of 2014. For the ~~six~~nine months ended ~~June~~September 30, 2015 the balance sheet translation was a net loss of $78 million versus a net loss of $46 million in the ~~six~~nine months ended ~~June~~September 30, 2014.

BANANA SEGMENT - OTHER INFORMATION

Import Regulations. No material changes to regulations governing the import of bananas has occurred since our Annual Report on Form 10-K for the year ended December 31, 2014.

Concentration of Risk. Our primary markets are in North America and Europe, but we also have sales in the Middle East and other markets. The majority of our sales in the Middle East are in Iran under ~~license~~a ~~from~~general ~~the~~US ~~U.S.~~license ~~government~~ that allows ~~sale~~exports and reexports of food products to ~~non-sanctioned~~Iran ~~parties.~~except ~~These sales~~ to ~~Iranian customers are in U.S. dollars and represent $6 million~~sanctioned, ~~$8 million and $12 million of "Trade receivables~~military, ~~less~~or ~~allowances"~~law onenforcement ~~the Condensed Consolidated Balance Sheet as of June 30, 2015, December 31, 2014 and June 30, 2014, respectively~~parties. ~~Even~~To ~~though~~mitigate ~~the sales in Iran are permitted~~risk, ~~the~~we ~~international~~have ~~sanctions~~reduced ~~against Iran affected~~ the ~~ability~~amount of ~~Iranian~~volume ~~customers~~being sent to ~~pay~~the ~~invoices~~Middle ~~within~~East ~~terms~~and ~~because~~have itdiluted ~~became~~our ~~difficult~~customer ~~for~~concentration ~~them~~in these markets.

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to obtain U.S. dollars, euros or other suitable currencies in sufficient quantity on a regular basis. Over the course of 2012, our receivable balance with these customers increased, and we have established payment plans with each of these customers to reduce their balances. Certain customers have so far been able to find acceptable methods of payment to comply with their payment plans. However, some customers have not, and as a result, we recorded a reserve of $9 million in 2012, an additional $2 million in 2013, and another $2 million in 2015 as a result of further delinquency and other repayment risk. We source bananas from the Philippines for sale in the Middle East under a committed-volume, long term purchase contract with a former joint venture partner through 2016. To mitigate risk, we have reduced the amount of volume being sent to the Middle East and have developed customers in other Middle Eastern markets. However, Iran remains an important market for our Philippine-sourced bananas.

SALADS AND HEALTHY SNACKS SEGMENT - NET SALES, COST OF SALES & OPERATING INCOME ANALYSIS

	Better (Worse)
(In millions)	Q2Q3			YTD
2014 Salads and Healthy Snacks segment net sales	$	~~249~~234		$	~~479~~713
Pricing including mix:
Retail value-added salads	46			814
Healthy snacks, foodservice and other	31			45
Volume:
Retail value-added salads	11			1829
Healthy snacks, foodservice and other	(1512		)	(2436		)
Processed fruit ingredient products, primarily volume	(2—		)	(3		)
Other	(2		)	(46		)
2015 Salads and Healthy Snacks segment net sales	$	~~248~~238		$	~~478~~716

	(Better) Worse
(In millions)	Q2Q3			YTD
2014 Salads and Healthy Snacks cost of sales	$	~~214~~202		$	~~420~~622
Volume:
Retail value-added salads	9			1524
Healthy snacks, foodservice and other	(118		)	(1826		)
Mix:
Retail value-added salads	14			59
Healthy snacks, foodservice and other	21			34
Industry input and manufacturing costs:
Retail value-added salads	(9		)	(1827		)
Healthy snacks, foodservice and other	(2—		)	(4		)
Processed fruit ingredient products, primarily volume	(4—		)	(7		)
Other	(12		)	(23		)
2015 Salads and Healthy Snacks cost of sales	$	~~199~~197		$	~~394~~592

	Better (Worse)
(In millions)	Q2Q3			YTD
2014 Salads and Healthy Snacks segment operating income	$	76		$	410
Change in Salads and Healthy Snacks segment net sales from above	(14		)	(13		)
Change in Salads and Healthy Snacks segment cost of sales from above	155			2630
Change in Salads and Healthy Snacks segment selling, general and administrative, including marketing	7			10
Change in Salads and Healthy Snacks segment selling, general and administrative expenses, including marketing	8			19
2015 Salads and Healthy Snacks segment operating income	$	2823		$	3962

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SALADS AND HEALTHY SNACKS SEGMENT METRICS

Volume and average price per case for our retail value-added salads was as follows:

(In millions, except percentages)	Q2 2015	Q2 2014	% Change		YTD 2015	YTD 2014	% Change
Volume of 12-count cases	13.4	12.8	4.4	%	26.1	25.2	3.7	%
Average price per case including mix1			4.5	%			4.9	%

1 Average price per case includes fuel-related and other surcharges. Fuel surcharges generally reset quarterly based on the previous quarter's average fuel index prices.

INTEREST AND LOSS ON DEBT EXTINGUISHMENT

Interest expense was $98 million and $1516 million for the quarters ended ~~June~~September 30, 2015 and 2014 and $1926 million and $3146 million for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, respectively. Loss on debt extinguishment in the first ~~half~~nine months of 2015 includes losses of $19 million from the redemptions of $224 million of the 7.875% Senior Secured Notes due 2021 ("7.875% Notes") and losses of $17 million from the repurchases of $151 million of the 4.25% Convertible Senior Notes due 2016 ("Convertible Notes").

Loss on debt extinguishment in the first ~~half~~nine months of 2014 relates to the redemption of $10 million of the 7.875% Notes on January 31, 2014.

OTHER INCOME (EXPENSE), NET

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In the second quarter of 2015, we finalized the closure of a dormant distribution business in Singapore for an immaterial amount, which was recorded in "Other income (expense), net."

In the first quarter of 2015, we disposed of an African sourcing business for the bananas segment resulting in a loss of less than $1 million, which was recorded in "Other income (expense), net."

In the first quarter of 2014, we disposed of a non-core healthy snacking business in Europe, resulting in a loss of $3 million, which was recorded in "Other income (expense), net". Of this loss, $1 million related to cash payments upon disposal. This business represented approximately $2 million in annual net sales and had an insignificant effect on operating income.

INCOME TAXES

Income taxes were a net expense of $15 million and $41 million for the quarters ended ~~June~~September 30, 2015 and 2014, respectively, and $712 million and $10 million for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, respectively. For the quarters and ~~six~~nine months ended ~~June~~September 30, 2015 and 2014 the difference in the overall effective tax rate from the U.S. statutory rate is due to the existence of valuation allowances in the U.S. and other jurisdictions, as well as the mix of earnings across various jurisdictions and discrete tax items. See further details in Note 11 to the Condensed Consolidated Financial Statements.

Liquidity and Capital Resources

We believe that our cash position, cash flow generated by operations and borrowing capacity under our 2015 ABL (defined below) ~~and related party borrowing availability~~ will provide sufficient cash reserves and liquidity to fund our working capital needs, capital expenditures and debt service requirements for at least the next twelve months. At ~~June~~September 30, 2015, we had no borrowings under the 2015 ABL Revolver (described below), under which $9392 million was available after $25 million was used to support letters of credit. A subsidiary has a committed credit line of approximately €8 million ($9 million) for bank guarantees used primarily for payments due under import licenses and duties in European countries as of the date of this filing. We have €8 million ($9 million) of cash equivalents in compensating balance arrangements related to this committed credit line.

InAs ~~January~~noted ~~and~~under ~~February 2015~~"Overview", we ~~redeemed~~undertook ~~$224~~refinancing ~~million of the 7.875% Notes, of which $85 million~~ and ~~$139~~restructuring ~~million~~activities ~~were~~in ~~redeemed~~January ~~at 103%~~ and ~~107~~February 2015.~~875%~~ ofSee the ~~principal~~description ~~amount, plus accrued~~ and ~~unpaid interest to the redemption date, respectively. In accordance with the~~ terms of the ~~indenture~~debt ofredemptions ~~the~~and ~~7.875%~~repurchases ~~Notes, the change in control~~ that occurred onduring ~~January 6, 2015 required us to offer to repurchase~~ the ~~remaining~~first ~~$191~~nine ~~million~~months ~~principal amount~~ of ~~the~~2015 ~~7.875%~~in ~~Notes~~Note at6 ~~101% of the principal amount, plus accrued~~ and ~~unpaid interest to the redemption date. Accordingly, we issued a tender offer~~ for ~~these notes where an insignificant amount were tendered. The change in control also required us to offer to repurchase~~ the ~~Convertible~~terms ~~Notes, and on February 15, 2015, we repurchased $151 million principal amount~~ of the ~~Convertible~~related ~~Notes~~equity at a price of 100% of the principal amount plus accrued and unpaid interest through the redemption date. These repurchases together with the payout of approximately $37 million for unvested stock awards were financed with $192 million of net capital contributions and ~~$238 million of~~ related party ~~loans~~debt ~~from~~in ~~Chiquita~~Note ~~US,~~2 ~~the~~and ~~parent~~Note of16 ~~Chiquita.~~to ~~These related party loans bear interest payable quarterly at LIBOR plus 100 basis points, or 1.19% at current rates, for~~ the ~~first~~Condensed ~~two~~Consolidated ~~years~~Financial ~~and thereafter at LIBOR plus 500 basis points, or 5~~Statements.~~19% at current rates.~~

45Cash provided by operations was $133 million and $41 million for the nine months ended September 30, 2015 and 2014, respectively. Changes in cash flow from operations were primarily driven by payments for transaction costs and non cash portions of loss on debt extinguishment and stock based compensation and other positive movements within working capital balances.

Cash flow used in investing activities is primarily due to capital expenditures of $14 million and $39 million for the nine months ended September 30, 2015 and 2014, respectively.

Depending on fuel prices, we could have had significant obligations or amounts receivable under our bunker fuel forward arrangements, although we expected any liability or asset from these arrangements to be offset by the purchase price of fuel. As of September 30, 2015 all bunker fuel forward contracts had settled, with no future positions outstanding and carried at fair value in the Condensed Consolidated Balance Sheets. At December 31, 2014 and September 30, 2014, our bunker fuel forward contracts were a net liability of $16 million and $3 million, respectively. Depending on euro exchange rates, we could have had significant obligations or amounts receivable under our euro-based currency hedging contracts, although we expected any liability or asset from these contracts to be more than offset by an increase in the dollar realization of the underlying euro-denominated sales. As of September 30, 2015 all euro-based currency hedging contracts had settled, with no future positions outstanding and carried at fair value in the Condensed Consolidated Balance Sheets. At December 31, 2014 and September 30, 2014, our euro-based currency hedging contracts were a net asset of $24 million and $22 million, respectively. The amount ultimately due or receivable was dependent upon fuel prices for our bunker fuel forward arrangements or the exchange rate for our euro-based hedging contracts at the dates of settlement. See Quantitative and Qualitative Disclosures About Market Risk below and Note 7 and Note 8 to the Condensed Consolidated Financial Statements for further information about our hedging activities.

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Onrulings ~~February~~described 5,in ~~2015~~Note we15 ~~replaced~~to ~~our~~the ~~existing~~Consolidated ~~Asset~~Financial ~~Based~~Statements, ~~Lending~~approximately ~~Facility~~€2 million (~~"2013~~$2 ~~ABL"~~million) ~~with~~deposited afor ~~new~~customs ~~5-year,~~and ~~$150~~tax ~~million~~assessments ~~Asset~~in ~~Based~~Genoa ~~Lending~~was ~~Facility~~applied ~~("2015~~to ~~ABL")~~deposit requirements in other jurisdictions. ~~Existing~~The ~~cash~~remaining ~~was~~installment ~~used~~plans tocall ~~repay~~for ~~the~~annual deposit payments of approximately €4 million ($5 million) ~~outstanding~~2015 ~~term~~through ~~loan~~2016, ~~balance~~€4 ~~under~~million ~~the~~($4 ~~2013~~million) ~~ABL~~in 2017 and toless ~~pay~~than ~~the~~€1 million (less than $31 million) ofin ~~financing~~2018 ~~fees~~and ~~associated~~2019; ~~with~~however, ~~the~~if ~~2015~~we ~~ABL~~ultimately prevail in these cases, any deposits we have made are also expected to be refunded with interest. ~~Revolving~~Because ~~availability~~court ~~under~~rulings ~~the~~have ~~2015~~varied, ~~ABL~~we ishave ~~based~~not onbeen aassessed ~~borrowing~~in ~~base~~similar ~~calculation~~matters in other jurisdictions, but may be required to make additional payments based on ~~specified~~future ~~advance~~appeals ~~rates~~or ~~against~~court ~~the~~rulings. ~~value~~We ofpresently ~~domestic~~expect ~~accounts~~that ~~receivable,~~we ~~certain~~would ~~inventory~~use existing cash and ~~certain~~borrowing ~~domestic~~resources ~~machinery~~together ~~and~~with ~~equipment~~operating cash flow to satisfy any such liabilities. It is possible that in future periods we could have to pay damages or other amounts in excess of the installment plans, ~~with~~the exact amount of which would be at the ~~potential~~discretion ~~for~~of ~~additional~~the ~~advances~~applicable ~~against~~court ~~foreign~~or ~~receivables.~~regulatory body.

~~See~~Also as described in Note 15 to the ~~description~~Condensed Consolidated Financial Statements, in connection with a court judgment against one of our insurance carriers, National Union, we have received $12 million through September 30, 2015 from National Union for defense costs in certain matters. This sum, and ~~terms~~an additional $2 million of interest, is being deferred in "Accrued Liabilities" on the ~~debt~~Condensed ~~redemptions~~Consolidated ~~and~~Balance ~~repurchases~~Sheet because National Union asserts that ~~occurred~~it ~~during~~is ~~the~~entitled ~~first~~to ~~half~~obtain reimbursement of ~~2015~~this amount from us based on the outcome of its appeal in ~~Note~~the 6coverage ~~and~~case. ~~for~~In June 2014, after remand from the ~~terms~~Ohio Court of Appeals, the ~~related~~trial ~~equity~~court ~~contributions~~ruled ~~and~~that ~~related~~National ~~party~~Union ~~debt~~is inentitled ~~Note~~to 2reimbursement of the defense costs that it has already paid plus interest. The company has appealed that ruling and ~~Note~~secured 16a tostay of the ~~Condensed~~judgment ~~Consolidated~~ordering ~~Financial~~us ~~Statements~~to reimburse National Union pending the appeal.

~~Cash~~At ~~provided~~September ~~by operations was $85 million and $38 million for the six months ended June~~ 30, 2015 ~~and 2014~~, ~~respectively.~~we ~~Changes~~were in ~~cash~~compliance ~~flow~~with ~~from~~each ~~operations were primarily driven by payments for transaction costs and non cash portions~~ of ~~loss~~our on debt ~~extinguishment~~instruments and ~~stock~~expect ~~based~~to ~~compensation~~remain ~~and~~in ~~other~~compliance ~~positive~~for ~~movements~~at ~~within~~least ~~working~~twelve ~~capital balances~~months.

Cash flow used in investing activities includes capital expenditures of $10 million and $25 million for the six months ended June 30, 2015 and 2014, respectively.

Depending on fuel prices, we can have significant obligations or amounts receivable under our bunker fuel forward arrangements, although we would expect any liability or asset from these arrangements to be offset by the purchase price of fuel. At June 30, 2015, December 31, 2014 and June 30, 2014, our bunker fuel forward contracts were a net asset (liability) of $(3) million, $(16) million and $1 million, respectively. Depending on euro exchange rates, we can have significant obligations or amounts receivable under our euro-based currency hedging contracts, although we would expect any liability or asset from these contracts to be more than offset by an increase in the dollar realization of the underlying euro-denominated sales. At June 30, 2015, December 31, 2014 and June 30, 2014, our euro-based currency hedging contracts were a net asset (liability) of $8 million, $24 million and $(1) million, respectively. The amount ultimately due or receivable will depend upon fuel prices for our bunker fuel forward arrangements or the exchange rate for our euro-based hedging contracts at the dates of settlement. See Quantitative and Qualitative Disclosures About Market Risk below and Note 7 and Note 8 to the Condensed Consolidated Financial Statements for further information about our hedging activities. We expect operating cash flows will be sufficient to cover hedging obligations, if any.

We face certain contingent liabilities which are described in Note 15 to the Condensed Consolidated Financial Statements; in accordance with generally accepted accounting practices, reserves have not been established for most of the ongoing matters, even when we have been required to deposit payments to preserve our right to appeal some of the Italian customs and tax cases. In connection with these contingent liabilities, we have been required to deposit payments in installments totaling €40 million ($44 million) through 2019 to preserve our right to appeal the customs and tax assessments. Of these assessments, we have deposited €30 million ($34 million) through June 30, 2015, which is included in "Investments and other assets, net" on the Consolidated Balance Sheet pending resolution of the appeals process. Based on rulings described in Note 15 to the Consolidated Financial Statements, approximately €2 million ($2 million) deposited for customs and tax assessments in Genoa was applied to deposit requirements in other jurisdictions. The remaining installment plans call for annual deposit payments of approximately €4 million ($5 million) 2015 through 2016, €4 million ($4 million) in 2017 and less than €1 million (less than $1 million) in 2018 and 2019; however, if we ultimately prevail in these cases, any deposits we have made are also expected to be refunded with interest. Because court rulings have varied, we have not been assessed in similar matters in other jurisdictions, but may be required to make additional payments based on future appeals or court rulings. We presently expect that we would use existing cash and borrowing resources together with operating cash flow to satisfy any such liabilities. It is possible that in future periods we could have to pay damages or other amounts in excess of the installment plans, the exact amount of which would be at the discretion of the applicable court or regulatory body.

Also as described in Note 15 to the Condensed Consolidated Financial Statements, in connection with a court judgment against one of our insurance carriers, National Union, we have received $12 million through June 30, 2015 from National Union for defense costs in certain matters. This sum, and an additional $2 million of interest, is being deferred in "Accrued Liabilities" on the Condensed Consolidated Balance Sheet because National Union asserts that it is entitled to obtain reimbursement of this amount from us based on the outcome of its appeal in the coverage case. In June 2014, after remand from the Ohio Court of Appeals, the trial court ruled that National Union is entitled to reimbursement of the defense costs that it has already paid plus interest. The company has appealed that ruling and secured a stay of the judgment ordering us to reimburse National Union pending the appeal.

At June 30, 2015, we were in compliance with each of our debt instruments and expect to remain in compliance for at least twelve months.

Risks of International Operations

We operate in many foreign countries, including Central and South America, Europe, and the Middle East. Our global activities are subject to risks inherent in operating in these countries, including government regulation, currency restrictions, fluctuations and other restraints, import and export restrictions, burdensome taxes, additional tax assessments in foreign jurisdictions, risks of expropriation, threats to employees, political and economic instability, terrorist activities including extortion, and risks of U.S. and foreign governmental action in relation to us. Under certain circumstances, we might need to curtail, cease or alter our activities in a particular region or country. Trade restrictions apply to certain countries like Iran and Syria, that require U.S. government authorization for sales there; notwithstanding the broad trade sanctions against these countries, under current U.S. law and licenses issued thereunder, we are authorized to sell food products to specific customers in these countries. In order to avoid transactions with parties subject to trade restrictions, we screen parties to our transactions against relevant trade sanctions lists. Our operations in some Central American countries are dependent upon leases and other agreements with the governments of these countries.

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See Note 15 to the Condensed Consolidated Financial Statements for a further description of legal proceedings and other risks including, in particular, (1) the civil litigation and investigations relating to payments made by our former Colombian subsidiary to a Colombian paramilitary group and (2) customs and tax proceedings in Italy.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates described in Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2014.

New Accounting Standards

See Note 17 to the Condensed Consolidated Financial Statements for information on relevant new accounting standards.

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* * * * *

This quarterly report contains certain statements that are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control, including: the customary risks experienced by global food companies, such as prices for commodity and other inputs, currency exchange rate fluctuations, industry and competitive conditions (all of which may be more unpredictable in light of continuing uncertainty in the global economic environment), government regulations, food safety issues and product recalls affecting the company or the industry, labor relations, burdensome taxes, additional tax assessments in foreign jurisdictions, political instability and terrorism; challenges in implementing the relocation of our corporate headquarters and other North American corporate functions tofrom Charlotte, North Carolina; challenges in our ability to achieve cost savings and other benefits from restructuring and strategic changes; unusual weather events, conditions or crop risks; continued ability to access the capital and credit markets on commercially reasonable terms and comply with the terms of our debt instruments; access to and cost of financing; and the outcome of pending litigation and governmental investigations involving the company, as well as the legal fees and other costs incurred in connection with such items.

The forward-looking statements speak as of the date made and are not guarantees of future performance. Actual results or developments may differ materially from the expectations expressed or implied in the forward-looking statements, and we undertake no obligation to update any such statements.

Item 3 – Quantitative and Qualitative Disclosures About Market Risk

Reference is made to the discussion under Management's Discussion and Analysis of Financial Condition and Results of Operations – Market Risk Management – Financial Instruments in our 2014 Annual Report on Form 10-K. As of ~~June~~September 30, 2015, the only material changes from the information presented in the Form 10-K are contained in the information provided below.

Our products are distributed in nearly 70 countries. International sales are made primarily in U.S. dollars and major European currencies. We ~~reduce~~reduced currency exchange risk from sales originating in currencies other than the U.S. dollar by exchanging local currencies for dollars promptly upon receipt. We consider our exposure, current market conditions and hedging costs in determining when and whether to enter into new hedging instruments to hedge the dollar value of our estimated euro net sales up to 18 months into the future. We may use average rate put options, average rate collars (an average rate put option paired with an average rate call option) and average rate forward contracts to manage our exposure to euro exchange rates. Average rate put options require an upfront premium payment and reduce the risk of a decline in the value of the euro without limiting the benefit of an increase in the value of the euro. Average rate call options sold by us require an upfront premium payment to be received from the counterparty and limit the benefit of an increase in the value of the euro without limiting the risk of a decline in the value of the euro. We may use average rate call options to reduce the cost of currency hedging coverage. In some cases, we may simulate an average rate forward contract by entering into an average rate put and an average rate call at the same strike rate to lock in the future exchange rate of the notional amount ("synthetic average rate forward"). These instruments do not require upfront premium payments. We expect that any loss on these contracts would be more than offset by an increase in the dollar realization of the underlying sales denominated in foreign currencies. As of September 30, 2015, all average rate euro put options, average rate collars and average rate forward contracts had settled with no future positions outstanding.

AtOur ~~July~~shipping 24operations are exposed to the volatility of fuel prices. To reduce the risk of rising fuel prices, ~~2015~~we maintain a fuel surcharge program on sales in North America, and we enter into bunker fuel forward contracts (swaps) that allow us to lock in fuel prices for our European shipping rotation up to three years in the future. Bunker fuel forward contracts can offset increases in market fuel prices or can result in higher costs from declines in market fuel prices, but in either case can reduce the volatility of changing fuel prices on our results. The price we pay to ship bananas and other produce in container equipment on board third parties' container ships includes an adjustment for fuel costs that is not subject to our hedging program. As of September 30, 2015, all bunker fuel forward contracts had: settled with no future positions outstanding.

•We ~~Average~~carry ~~rate~~hedging ~~collars~~instruments ~~for~~at ~~approximately~~fair ~~30%~~value ofon our ~~expected~~Condensed ~~net~~Consolidated ~~sales~~Balance ~~through~~Sheets. ~~September~~The ~~2015~~fair ~~that~~value ~~protect~~of ~~from~~the acurrency ~~decline~~hedge inportfolio ~~the~~and ~~exchange~~bunker ~~rate~~fuel ~~below~~forward ~~$1.33~~contracts ~~per~~was ~~euro~~a ~~and~~net ~~limit~~asset ~~the~~of ~~benefit~~$8 ofmillion anand ~~increase~~$18 inmillion ~~the~~at ~~exchange~~December ~~rate~~31, ~~above~~2014 ~~$1.41~~and ~~per~~September ~~euro~~30, 2014, respectively.

• Average rate forwards and synthetic average rate forwards that lock in the value of the euro for approximately 30% of our expected net sales through September 2015 at $1.36 per euro.

Our shipping operations are exposed to the volatility of fuel prices. To reduce the risk of rising fuel prices, we maintain a fuel surcharge program on sales in North America, and we enter into bunker fuel forward contracts (swaps) that allow us to

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lock in fuel prices for our European shipping rotation up to three years in the future. Bunker fuel forward contracts can offset increases in market fuel prices or can result in higher costs from declines in market fuel prices, but in either case can reduce the volatility of changing fuel prices on our results. The price we pay to ship bananas and other produce in container equipment on board third parties' container ships includes an adjustment for fuel costs that is not subject to our hedging program. At June 30, 2015, we had a deferred loss on bunker fuel hedges included in Accumulated other comprehensive income (loss) ("AOCI") of $3 million that is expected to increase our cost of bunker fuel in 2015 and represent coverage for expected fuel purchases of approximately 70%.

We carry hedging instruments at fair value on our Condensed Consolidated Balance Sheets. The fair value of the currency hedge portfolio and bunker fuel forward contracts was a net asset (liability) of $5 million, $8 million and $(1) million at June 30, 2015, December 31, 2014, and June 30, 2014, respectively. A hypothetical 10% increase in the euro currency rates would have resulted in a decline in fair value of the currency hedge portfolio of approximately $4 million at June 30, 2015. However, we expect that any loss on these put and call options would be more than offset by an increase in the dollar realization of the underlying sales denominated in foreign currencies. A hypothetical 10% decrease in bunker fuel rates would result in a decline in fair value of the bunker fuel forward contracts of less than $1 million at June 30, 2015. However, we expect that any decline in the fair value of these contracts would be offset by a decrease in the cost of underlying fuel purchases.

See Note 7 to the Condensed Consolidated Financial Statements for additional discussion of our hedging activities. See Note 8 to the Condensed Consolidated Financial Statements for additional discussion of fair value measurements.

DEBT INSTRUMENTS

Although the Condensed Consolidated Balance Sheets do not present debt at fair value, we have a significant amount of fixed-rate debt whose fair value could fluctuate as a result of changes in prevailing market rates. At ~~June~~September 30, 2015, we had $240 million principal balance of fixed-rate debt, which included the 7.875% Notes and the 4.25% Convertible Senior Notes. The $49 million principal balance of the Convertible Notes is greater than their $4546 million carrying value due to the accounting standards for convertible notes such as ours that are described in Note 6 to the Condensed Consolidated Financial Statements. The $191 million principal balance of the 7.875% Notes is greater than their $190 million carrying value due to the related discount that will be amortized over the life of the 7.875% Notes. A hypothetical 0.50% increase in interest rates would have resulted in a decline in the fair value of our fixed-rate debt of approximately $5 million at June 30, 2015.

We are exposed to interest rate risk on our variable rate debt, which is primarily the outstanding balance under our related party loan with Chiquita US. We had approximately $284 million of variable rate debt at June 30, 2015 (see Notes 6 and 16 to the Condensed Consolidated Financial Statements). A 1% change in interest rates would result in a change to interest expense of approximately $3 million annually.45

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accounting standards for convertible notes such as ours that are described in Note 6 to the Condensed Consolidated Financial Statements. The $191 million principal balance of the 7.875% Notes is greater than their $190 million carrying value due to the related discount that will be amortized over the life of the 7.875% Notes. A hypothetical 0.50% increase in interest rates would have resulted in a decline in the fair value of our fixed-rate debt of approximately $4 million at September 30, 2015.

We are exposed to interest rate risk on our variable rate debt, which is primarily the outstanding balance under our related party loan with Chiquita US. We had approximately $284 million of variable rate debt at September 30, 2015 (see Notes 6 and 16 to the Condensed Consolidated Financial Statements). A 1% change in interest rates would result in a change to interest expense of approximately $3 million annually.

Item 4 – Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934, as amended, are (a) accumulated and communicated to our management to allow timely decisions regarding required disclosure and (b) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. An evaluation was carried out by management, with the participation of the Chief Executive Officer, Bananas, Chief Executive Officer, Fresh Express and Chiquita Fruit Solutions, and Chief Financial Officer, of the effectiveness as of ~~June~~September 30, 2015 of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Based upon that evaluation, the Chief Executive Officer, Bananas, Chief Executive Officer, Fresh Express and Chiquita Fruit Solutions, and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of that date.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes during the quarter ended ~~June~~September 30, 2015 in our internal control over financial reporting, as defined in Rule 13a-15f under the Exchange Act that have materially affected or are reasonably likely to affect our internal control over financial reporting.

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PART II – Other Information

Item 1 – Legal Proceedings

The information included in Note 15 to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q regarding the Colombia Related Matters and the Italian Customs and Tax Cases is incorporated by reference into this Item. Reference is made to the discussion under “Part 1, Item 3 - Legal Proceedings - Personal Injury Cases” in our Annual Report on Form 10-K for the year ended December 31, 2014. Regarding the asbestos cases pending in the Northern District of Ohio and the Pennsylvania Federal Court, there are currently 192 MARDOC cases against the Company that have been remanded from the Pennsylvania Federal Court and we expect that the 182 cases still pending against the Company in Pennsylvania are likely to be remanded by the end of 2015. Pursuant to an order issued by the Ohio court, the Company and other interested parties are attempting to develop a process through which the remanded cases may be resolved without trial, either by settlement or dismissal. At this time no final agreement has been reached.

Item 1A – Risk Factors

For a discussion of risk factors attributable to our business, refer to Part 1, Item 1A, “Risk Factors,” contained in our Annual Report on Form 10-K for the year ended December 31, 2014. There have been no material changes to the risk factors disclosed in the Annual Report.

Item 6 – Exhibits

Exhibit 31.1 – Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officers

Exhibit 31.2 – Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

Exhibit 32 – Section 1350 Certifications

Exhibit 101.INS – XBRL Instance Document

Exhibit 101.SCH – XBRL Taxonomy Extension Schema Document

Exhibit 101.CAL – XBRL Taxonomy Extension Calculation Linkbase Document

Exhibit 101.DEF – XBRL Taxonomy Extension Definition Linkbase Document

Exhibit 101.PRE – XBRL Taxonomy Extension Presentation Linkbase Document

Exhibit 101.LAB – XBRL Taxonomy Extension Label Linkbase Document

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	CHIQUITA BRANDS INTERNATIONAL, INC.

	By:		/s/ Darcilo Santos
			Darcilo Santos
			Vice President, Chief Financial Officer and Treasurer

~~August~~November 124, 2015

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