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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended March 31, 2004

OR

For the transition period from              to             

Commission file number 1-1550

CHIQUITA BRANDS INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

250 East Fifth Street

Cincinnati, Ohio 45202

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (513) 784-8000

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  x.    No  ¨.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x.    No  ¨.

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes  x.    No  ¨.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of April 30, 2004, there were 40,735,175 shares of Common Stock outstanding.

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CHIQUITA BRANDS INTERNATIONAL, INC.

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Part I - Financial Information

Item 1 - Financial Statements

CHIQUITA BRANDS INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF INCOME (Unaudited)

(In thousands, except per share amounts)

See Notes to Consolidated Financial Statements.

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CHIQUITA BRANDS INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEET (Unaudited)

(In thousands, except share amounts)

See Notes to Consolidated Financial Statements.

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CHIQUITA BRANDS INTERNATIONAL, INC.

CONSOLIDATED STATEMENT OF CASH FLOW (Unaudited)

(In thousands)

See Notes to Consolidated Financial Statements.

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CHIQUITA BRANDS INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Interim results for Chiquita Brands International, Inc. and subsidiaries (the “Company”) are subject to significant seasonal variations and are not necessarily indicative of the results of operations for a full fiscal year. The Company’s results during the third and fourth quarters are generally weaker than in the first half of the year due to increased availability of competing fruits and resulting lower prices. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary for a fair statement of the results of the interim periods shown have been made. See Notes to Consolidated Financial Statements included in the Company’s 2003 Annual Report on Form 10-K for additional information relating to the Company’s financial statements.

Earnings Per Share

Basic and diluted earnings per common share (“EPS”) are calculated as follows (in thousands, except per share amounts):

The assumed conversions to common stock of the Company’s outstanding warrants, stock options and other stock awards are excluded from the diluted EPS computations for periods in which these items, on an individual basis, have an anti-dilutive effect on diluted EPS.

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Acquisition of German Distributor

On March 27, 2003, the Company acquired the remaining equity interests in Scipio GmbH & Co., a German limited partnership that owns Atlanta AG and its subsidiaries (collectively, “Atlanta”). Atlanta is the primary distributor of Chiquita products in Germany and Austria and had been the Company’s largest customer in Europe for many years. Coinciding with the acquisition, the credit facility of Chiquita Brands, Inc., now known as Chiquita Brands L.L.C. (“CBL”), was amended and restated to provide a new $65 million term loan (the “Term B Loan”) to a subsidiary of CBL, the proceeds of which were loaned to Atlanta and used to repay existing Atlanta lenders. The Term B Loan was fully repaid by March 31, 2004.

Atlanta’s first quarter 2003 net loss of $4 million, which was primarily due to severance costs and asset write-downs, was included in Chiquita’s cost of sales because Atlanta was an investment accounted for under the equity method prior to the March 27, 2003 acquisition. Starting with the second quarter of 2003, Atlanta’s operating results were fully consolidated in Chiquita’s financial statements. This increased the Company’s 2004 first quarter net sales by $283 million. Atlanta’s operating income was $3 million for the 2004 first quarter. The balance sheet of Atlanta is fully consolidated in the Company’s balance sheet at March 31, 2004, December 31, 2003 and March 31, 2003.

The Company expects to incur charges related to completion of the Atlanta restructuring of $7 million to $10 million in 2004, of which $1 million was incurred in the first quarter.

Discontinued Operations

The results of Chiquita Processed Foods (“CPF”), several Atlanta subsidiaries and Progressive Produce Corporation (“Progressive”) are included as discontinued operations in the Consolidated Financial Statements for all periods presented in which they were owned.

In May 2003, the Company sold CPF to Seneca Foods Corporation for $110 million in cash and approximately 968,000 shares of Seneca preferred stock convertible into an equal number of shares of Seneca Common Stock Class A, which was recorded at its estimated fair value of $13 million on the sale date. Seneca also assumed CPF debt, which was $61 million on the sale date ($88 million at March 31, 2003). The Company recognized a $9 million gain on the transaction, and the gain was included in discontinued operations for the 2003 second quarter.

In April 2003, the Company sold a port operation of Atlanta for approximately $10 million in cash, resulting in a gain of $3 million during the 2003 second quarter. Also in 2003, the Company sold or agreed to sell certain other Atlanta operations, including fresh produce operations in Italy and France, for losses totaling $4 million in the last three quarters of 2003. Goodwill write-offs included in these amounts were $5 million. All of these operations were sold by March 31, 2004.

In January 2003, the Company sold Progressive, a California-based distributor of potatoes and onions, for approximately $7 million in cash. A $2 million gain on this sale was recognized in discontinued operations in the 2003 first quarter.

Beginning with the 2003 third quarter, the Company revised its business segments. The financial information of Progressive and the Atlanta operations were previously included in the old Fresh Produce business segment, and CPF was previously included in the old Processed Foods business segment.

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The loss from discontinued operations presented below includes interest expense of $1 million on debt assumed by the buyers for the quarter ended March 31, 2003.

In the financial information presented below, each of the discontinued operations is included through the date of its sale (in thousands):

Pension and Severance Benefits

Net periodic benefit cost consists of the following (in thousands):

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Inventories (in thousands)

Segment Information

The Company’s Banana segment includes the sourcing (production and purchase), transportation, marketing and distribution of bananas, including those marketed by Atlanta. The Company’s Other Fresh Produce segment includes the sourcing, marketing and distribution of fresh fruits and vegetables other than bananas. In almost all cases, Chiquita does not grow the other fresh produce sold, but rather sources it from independent growers. Chiquita’s Other Fresh Produce business increased substantially with the acquisition of Atlanta, which has annual sales of approximately $900 million in non-banana fresh produce. The Other Fresh Produce segment also includes Chiquita’s new fresh-cut fruit business. Remaining operations from the old Processed Foods segment consist of processed fruit ingredient products, which are produced in Latin America and sold in other parts of the world, and other consumer products. These operations are reported in “Other.” The Company evaluates the performance of its business segments based on operating income. Intercompany transactions between segments are eliminated.

Financial information for each segment follows (in thousands):

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Hedging

The Company has entered into option, forward and zero-cost collar contracts to hedge its risks associated with euro exchange rate movements. Costs associated with the Company’s currency hedging program were $11 million in the 2004 first quarter compared to $9 million in the first quarter of 2003. These costs reduced the favorable impact of the exchange rate on U.S. dollar realizations of euro sales. At March 31, 2004, unrealized losses of $12 million on the Company’s option, forward and zero-cost collar contracts are included in accumulated other comprehensive income (loss), and these losses are expected to be reclassified to net income during the next 12 months. In late 2003, the Company began to purchase solely put options, which require an upfront premium payment, rather than entering into new forward and zero-cost collar contracts. Purchased put options reduce the negative earnings impact that any significant decline in the value of the euro would have on the conversion of euro-based revenue into U.S. dollars, without limiting the benefit received from a stronger euro.

At March 31, 2004, the Company had euro-denominated put options which allow for conversion of approximately €175 million of sales in 2004 at rates ranging from $1.10 per euro to $1.20 per euro, and approximately €80 million of sales in the first quarter of 2005 at rates ranging from $1.17 per euro to $1.23 per euro. Additionally, the Company had zero-cost collar contracts which ensure conversion of approximately €100 million of sales in 2004 at average rates between $1.08 and $1.13 per euro, and euro-denominated forward contracts requiring the conversion of approximately €15 million of sales in 2004 at an average rate of $1.05 per euro. The Company had 3.5% Rotterdam barge fuel oil forward contracts at March 31, 2004 that require conversion of approximately 105,000 metric tons of fuel oil in 2004 and 25,000 metric tons in 2005 at prices ranging from $130 to $150 per metric ton, and a combination of Singapore and New York Harbor fuel oil forward contracts that require conversion of approximately 20,000 metric tons of fuel oil in 2004 and 5,000 metric tons in 2005 at prices ranging from $145 to $170 per metric ton. At March 31, 2004, the fair value of the foreign currency option and fuel oil forward contracts was $7 million and is included in other current assets. The fair value of the foreign currency forward and zero-cost collar contracts at March 31, 2004 was a loss of approximately $11 million, which is included in accrued liabilities. During the first quarter of 2004, the change in the fair value of these contracts relating to hedge ineffectiveness was not significant.

Comprehensive Income (in thousands)

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Stock-Based Compensation

Effective January 1, 2003, the Company began recognizing stock option expense in its results of operations for new stock options granted after December 31, 2002. Prior to January 1, 2003, the Company accounted for stock options in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees.”

The table below illustrates the effect of stock compensation expense on the periods presented as if the Company had always applied the fair value method under SFAS No. 123, “Accounting for Stock-Based Compensation.”

Expense for stock options is calculated using the Black-Scholes option pricing model. Options for 325,000 and 260,000 shares were granted during the first quarter of 2004 and 2003, respectively. The estimated weighted average fair value per option share granted was $12.47 and $6.58 during the first quarter of 2004 and 2003, respectively, using a Black-Scholes option pricing model based on market prices and the following assumptions at the dates of option grant: weighted average risk-free interest rate of 3.0% in the first quarter of 2004 and 2.8% in the first quarter of 2003; dividend yield of 0%; volatility factor for the Company’s common stock price of 60%; and a weighted average expected life of five years for options not forfeited. Approximately 640,000 options were exercised during the 2004 first quarter, resulting in a cash inflow of $11 million.

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Contingency

In April 2003, the Company’s management and audit committee, in consultation with the board of directors, voluntarily disclosed to the U.S. Department of Justice that the Company’s banana producing subsidiary in Colombia has been forced to make “protection” payments to certain groups in that country which have been designated under United States law as foreign terrorist organizations. The Company’s sole reason for submitting to these payment demands has been to protect its employees from the risks to their safety if the payments were not made.

The voluntary disclosure to the Justice Department was made because the Company’s management became aware that these groups had been designated as foreign terrorist organizations under a U.S. statute that makes it a crime to support such an organization. The Company requested the Justice Department’s guidance. Following the voluntary disclosure, the Department undertook an investigation. The Company has cooperated with that investigation.

Recently, the Department advised that, as part of the investigation, it will be evaluating the role and conduct of the Company and some of its officers. The Company cannot predict the outcome of the investigation or its possible effect on the Company or its Colombian subsidiary.

For a discussion of risks the Company encounters in its international operations, including this matter, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Risks of International Operations.”

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Item 2

CHIQUITA BRANDS INTERNATIONAL, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

The significant factors affecting the Company’s operating results in the 2004 first quarter included euro/U.S. dollar exchange rates and local banana prices. The benefit received from favorable exchange rates was offset by lower local banana prices in both Europe and North America. Additionally, the acquisition of Atlanta in late March 2003 resulted in significant increases to the Company’s sales, cost of sales and selling, general and administrative costs in the first quarter of 2004 compared to the first quarter of 2003. Further information regarding Atlanta’s results of operations is provided in the Notes to Consolidated Financial Statements - “Acquisition of German Distributor.”

Operations

Net sales

Net sales for the first quarter of 2004 were $793 million, an increase of $322 million from last year’s first quarter. The acquisition of Atlanta, a fresh produce distributor the Company acquired in late March 2003, accounted for $283 million of the increase. The remainder resulted from favorable European exchange rates and increased other fresh produce sales, partially offset by lower local banana prices.

Operating income

Operating income for the first quarter of 2004 was $32 million, compared to $38 million in the first quarter of 2003.

Banana Segment. Banana segment operating income for the first quarter of 2004 was $28 million, compared to $35 million in the 2003 first quarter. The change was primarily due to:

These favorable items were more than offset by:

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The first quarter 2004 percentage change compared to 2003 for the Company’s banana prices follows:

The Company’s banana sales volumes of 40-pound boxes were as follows:

The Company is a 50% owner of a joint venture serving the Far East and Middle East, which had banana sales volume of 3.8 million and 2.9 million boxes during the first quarters of 2004 and 2003, respectively. The Company’s share of the net income or loss associated with this equity method investment is included in cost of sales.

The Company has entered into option, forward and zero-cost collar contracts to hedge its risks associated with euro exchange rate movements. Costs associated with the Company’s currency hedging program were $11 million in the 2004 first quarter compared to $9 million in the first quarter of 2003. These costs reduced the favorable impact of the exchange rate on U.S. dollar realizations of euro sales. At March 31, 2004, unrealized losses of $12 million on the Company’s option, forward and zero-cost collar contracts are included in accumulated other comprehensive income (loss), and these losses are expected to be reclassified to net income during the next 12 months. In late 2003, the Company began to purchase solely put options, which require an upfront premium payment, rather than entering into new forward and zero-cost collar contracts. Purchased put options reduce the negative earnings impact that any significant decline in the value of the euro would have on the conversion of euro-based revenue into U.S. dollars, without limiting the benefit received from a stronger euro.

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Other Fresh Produce Segment. The Other Fresh Produce segment had operating income of $3 million in the 2004 first quarter, compared to operating income of $2 million in the first quarter of 2003. The 2004 first quarter operating income includes $3 million of losses associated with the start-up of the Company’s fresh-cut fruit business and its first plant near Chicago. Last year’s first quarter operating income included $3 million of charges at Atlanta, primarily related to severance and asset write-downs. Most of the improvement in 2004 operating income results from the consolidation of Atlanta and Chiquita-Chile.

Interim results for the Company are subject to significant seasonal variations and are not necessarily indicative of the results of operations for a full fiscal year. The Company’s results during the third and fourth quarters are generally weaker than in the first half of the year due to increased availability of competing fruits and resulting lower prices.

Interest and Taxes

Interest expense in the 2004 first quarter was $10 million, flat versus the year-ago quarter. An increase to interest expense of $1 million due to the acquisition of Atlanta was mostly offset by lower debt balances at the other operating subsidiaries.

The Company’s effective tax rate is affected by the level and mix of income among various domestic and foreign jurisdictions in which the Company operates.

Discontinued Operations

For all periods presented in which they were owned, discontinued operations include the operating results of Progressive Produce Corporation, a California-based distributor of potatoes and onions sold in January 2003; certain operations owned by Atlanta, including a port operation sold in April 2003; and Chiquita Processed Foods (“CPF”), the Company’s vegetable canning business sold in May 2003. Discontinued operations also include any gains or losses from disposition of these businesses, including a $2 million gain from the sale of Progressive in the first quarter of 2003.

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Financial Condition – Liquidity and Capital Resources

Cash received from the sale of CPF and other assets has caused the Company’s cash balance to increase significantly to $121 million at March 31, 2004 compared to $35 million at March 31, 2003.

Operating cash flow was a deficit of $3 million for the first quarter of 2004 and a deficit of $19 million for the first quarter of 2003 and, for both periods, reflects high first quarter working capital requirements resulting from the first half banana high season.

Capital expenditures were $7 million during the first quarter of 2004 and $20 million during the first quarter of 2003. Capital expenditures included $14 million in 2003 to purchase a ship that had previously been under operating lease to the Company. This purchase also added $14 million to debt.

Coinciding with the acquisition of Atlanta late in March 2003, the Company’s CBL credit facility, then consisting of a $50 million term loan (“Term A Loan”) and $57 million of unused borrowing capacity under a $72 million revolving line of credit, was amended and restated to add a new $65 million term loan (“Term B Loan”) to a subsidiary of CBL, the proceeds of which were loaned to Atlanta and used to repay existing Atlanta lenders.

At March 31, 2004, both the Term A Loan and the Term B Loan had been paid in full, and there were no outstanding borrowings under the revolving credit line. Revolving credit capacity of $9 million had been used to issue letters of credit and $77 million was available to the Company at March 31, 2004. The Company has decided to allow the CBL credit facility agreement to expire in June 2004. The Company expects to enter into a new multi-year revolving credit facility later in 2004.

Chiquita sold CPF to Seneca Foods Corporation in May 2003. The sale of CPF resulted in the receipt of $110 million of cash and approximately 968,000 shares of Seneca preferred stock convertible into an equal number of shares of Seneca Common Stock Class A, which was recorded at its estimated fair value on the sale date of $13 million. Seneca also assumed CPF’s debt, which was $61 million at the sale date ($88 million at March 31, 2003).

Total debt at March 31, 2004 was $380 million versus $395 million at December 31, 2003. The reduction in debt resulted primarily from the repayment of the Term B Loan and normal ship loan maturities. The change is illustrated in the following table:

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The Company believes that its current cash level, cash flow generated by operating subsidiaries and borrowing capacity provide sufficient cash reserves and liquidity to fund the Company’s working capital needs, capital expenditures and debt service requirements.

Risks of International Operations

The Company conducts operations in many foreign countries. The Company’s foreign operations are subject to a variety of risks inherent in doing business abroad.

In 2001, the European Commission agreed to amend the quota and licensing regime for the importation of bananas into the European Union (“EU”). The agreement led to a partial redistribution of licenses for the import of Latin American bananas under a tariff rate quota system for historical operators. As a result, the Company has not needed to purchase as many import licenses as had been required prior to the 2001 agreement in order to meet its customer demand.

On May 1, 2004, ten Central and Eastern European countries joined the EU. The European Commission recently specified the size of the increase in the banana quota for the remainder of 2004 that will result from this EU enlargement. The amount of the increase was lower than historical imports into those countries. The Commission also established rules for allocating additional import licenses for the increased quota volume. Those rules are in most, but not all, respects consistent with the 2001 agreement. Management believes that Chiquita will receive a significant share of the new licenses, but is not yet in a position to ascertain how many licenses it will receive or to predict the impact that EU enlargement will have on prices and other market conditions for the sale of bananas in the EU. Based on the information currently available to it, management does not believe that the 2004 enlargement will have a material adverse effect on the Company, although there can be no assurance in this regard.

Under the 2001 agreement, the EU banana tariff rate quota system is scheduled to be followed by a tariff-only system no later than 2006. The EU has previously indicated to the World Trade Organization (the “WTO”) that under a tariff-only system, African and Caribbean bananas would need a tariff preference of 300 euro per metric ton relative to Latin American bananas to remain competitive in the EU marketplace. A 300 euro per metric ton tariff on Latin American bananas would represent a substantial increase over the EU’s 75 euro per metric ton tariff now applicable to Latin American bananas entering within the tariff rate quota system. In order to remain consistent with WTO principles, any new EU banana tariff is required under a 2001 WTO decision to “maintain total market access” for Latin American suppliers. That decision establishes consultation and arbitration procedures for determining whether Latin American market access would be maintained and requires that those procedures be completed before any new EU tariff-only system takes effect. There can be no assurance that the tariff rate quota system will remain unchanged through 2005, that a tariff-only system will not be implemented until after 2005 or that, if implemented, the tariff levels established will not be materially adverse to marketers of Latin American bananas, such as the Company.

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The Company has international operations in many foreign countries, including those in Central and South America, the Philippines and La Côte d’Ivoire. The Company must continually evaluate the risks in these countries, including Colombia, where an unstable environment has made it increasingly difficult to do business. The Company’s activities are subject to risks inherent in operating in these countries, including government regulation, currency restrictions and other restraints, burdensome taxes, expropriation, threats to employees, political instability and terrorist activities, including extortion, and risks of U.S. and foreign governmental action in relation to the Company. Should such circumstances occur, the Company might need to curtail, cease or alter its activities in a particular region or country. Chiquita’s ability to deal with these issues may be affected by applicable U.S. laws and, in particular, potential conflicts between the requirements of U.S. law and the need to protect the Company’s employees and assets. The Company is currently dealing with one such issue involving payments that its Colombian banana producing subsidiary has been forced to make to certain local groups which have been designated under United States law as foreign terrorist organizations. The Company’s management and its audit committee, in consultation with the board of directors, voluntarily disclosed this issue to the U.S. Department of Justice in April 2003 and requested its guidance. Recently, the Department advised that, as part of its investigation, it will be evaluating the role and conduct of the Company and some of its officers. While the Company intends to continue its cooperation with this investigation, the Company cannot predict its outcome or possible effect on the Company or its Colombian subsidiary. See “Legal Proceedings.”

* * * * *

This quarterly report contains certain information that may be deemed to be statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect management’s current views and estimates of future economic circumstances, industry conditions and Company performance. They are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Chiquita, including: the impact of changes in the European Union banana import regime as a result of the recent enlargement of the EU and the anticipated conversion to a tariff-only regime not later than 2006; the outcome of the Department of Justice investigation involving the Company’s Colombian subsidiary, as described herein; prices for Chiquita products; availability and costs of products and raw materials; currency exchange rate fluctuations; natural disasters and unusual weather conditions; operating efficiencies; labor relations; actions of governmental bodies; the continuing availability of financing; the Company’s ability to realize its announced cost-reduction goals; risks inherent in operating in foreign countries, including government regulation, currency restrictions and other restraints, burdensome taxes, expropriation, threats to employees, political instability and terrorist activities, including extortion, and risks of U.S. and foreign governmental action in relation to the Company; and other market and competitive conditions. See “Risks of International Operations” for further information.

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 the Company undertakes no obligation to update any such statements.

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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” in the Company’s 2003 Annual Report on Form 10-K. As of March 31, 2004, there were no material changes to the information presented.

Item 4 - Controls and Procedures

Chiquita maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its periodic filings with the SEC is (a) accumulated and communicated to the Company’s management in a timely manner and (b) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Based on an evaluation, as of March 31, 2004, of the Company’s disclosure controls and procedures, the Company’s chief executive officer and chief financial officer concluded that the design and operation of these controls and procedures are effective. Chiquita also maintains a system of internal accounting controls that are designed to provide reasonable assurance that its books and records accurately reflect its transactions and that its policies and procedures are followed. During the quarter ended March 31, 2004, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Part II - Other Information

Item 1 - Legal Proceedings

In April 2003, the Company’s management and audit committee, in consultation with the board of directors, voluntarily disclosed to the U.S. Department of Justice that the Company’s banana producing subsidiary in Colombia has been forced to make “protection” payments to certain groups in that country which have been designated under United States law as foreign terrorist organizations. The Company’s sole reason for submitting to these payment demands has been to protect its employees from the risks to their safety if the payments were not made.

The voluntary disclosure to the Justice Department was made because the Company’s management became aware that these groups had been designated as foreign terrorist organizations under a U.S. statute that makes it a crime to support such an organization. The Company requested the Justice Department’s guidance. Following the voluntary disclosure, the Department undertook an investigation. The Company has cooperated with that investigation.

Recently, the Department advised that, as part of the investigation, it will be evaluating the role and conduct of the Company and some of its officers. The Company cannot predict the outcome of the investigation or its possible effect on the Company or its Colombian subsidiary.

For a discussion of risks the Company encounters in its international operations, including this matter, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Risks of International Operations.”

Item 2 - Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

ISSUER PURCHASES OF EQUITY SECURITIES

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Item 6 - Exhibits and Reports on Form 8-K

Exhibit 31 - Rule 13a-14(a)/15d-14(a) Certifications

Exhibit 32 - Section 1350 Certifications

January 12, 2004 (filed January 14, 2004), reporting under Items 5 and 7 - to announce the election of a new President and Chief Executive Officer and file a copy of his Employment Agreement

February 2, 2004 (filed February 2, 2004), reporting under Item 12 - to furnish corrections to information included in the third quarter press release and furnished on the related conference call

February 17, 2004 (filed February 17, 2004), reporting under Item 12 - to furnish fourth quarter 2003 results and related matters

May 10, 2004 (filed May 10, 2004), reporting under Item 12 - to furnish first quarter 2004 results and related matters

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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.

May 10, 2004

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