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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended September 30, 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 October 31, 2004, there were 40,857,949 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. (“CBII”) and subsidiaries (collectively, with CBII, 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.

Note 1 - 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. For the quarter ended September 30, 2004, the shares used to calculate diluted EPS would have been 41,467 if the Company had generated net income.

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Note 2 - Sale of Colombian Division

In June 2004, the Company sold its banana-producing and port operations in Colombia to Invesmar Ltd. (“Invesmar”), the holding company of C.I. Banacol S.A. Banacol is a Colombian-based producer and exporter of bananas and other fruit products.

In exchange for these operations, the Company received, subject to certain post-closing adjustments, $28.5 million in cash; $15 million face amount of notes and deferred payments; and the assumption by the buyer of approximately $7 million of pension liabilities.

In connection with the sale, Chiquita entered into eight-year agreements to purchase bananas and pineapples from affiliates of the buyer. Under the banana purchase agreement, Chiquita will purchase approximately 11 million boxes of Colombian bananas per year at above-market prices. This resulted in a liability of $33 million at the sale date, which represents the estimated net present value of the above-market premium to be paid for the purchase of bananas over the term of the contract. Substantially all of this liability is included in “Other liabilities” in the Consolidated Balance Sheet. Under the pineapple purchase agreement, Chiquita will purchase approximately 2 million boxes of Costa Rican golden pineapples during the first year of the contract and 2.5 million boxes per year thereafter at below-market prices. This resulted in a receivable of $25 million at the sale date, which represents the estimated net present value of the discount to be received for the purchase of pineapples over the term of the contract. Substantially all of this receivable is included in “Investments and other assets, net” in the Consolidated Balance Sheet.

Also in connection with the sale, Chiquita agreed that, in the event that it becomes unable to perform its obligations under the banana purchase agreement due to a conflict with U.S. law, Chiquita will indemnify Invesmar primarily for the lost premium on the banana purchases or, alternatively, rescind the sale transaction and allow Invesmar to retain certain port assets in Colombia which had a carrying value of approximately $7 million at the sale date.

The net book value of the assets and liabilities transferred in the transaction was $36 million, primarily comprised of $25 million of property, plant and equipment; $19 million of growing crop inventory; $5 million of materials and supplies inventory; $6 million of deferred tax liabilities; and $7 million of pension liabilities. The Company recognized a before-tax loss of $9 million and an after-tax loss of $4 million on the transaction, which takes into account the net $8 million loss from the two long-term fruit purchase agreements.

Note 3 - Contingencies

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 (“Justice Department”) that the Company’s banana-producing subsidiary in Colombia, which was sold in June 2004, had been forced to make “protection” payments to certain groups in that country which have been designated under United States law as foreign terrorist organizations. CBII’s sole reason for allowing its subsidiary to submit to these payment demands had 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 Justice Department undertook an investigation. The Company has cooperated with that investigation. In late March 2004, the Justice Department advised that, as part of the investigation, it would be evaluating the role and conduct of the Company and some of its officers in the matter. The Company intends to continue its cooperation with this investigation, but it cannot predict the outcome of the investigation or any possible adverse effect on the Company, which could include the imposition of fines.

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In October 2004, the Company’s Italian subsidiary received a notice of assessment from Customs authorities in Trento, Italy stating that this subsidiary and two individuals, including the subsidiary’s former managing director, are jointly and severally liable for approximately 4.2 million euro. This amount represents additional duties on the import of certain bananas into the European Union in 1999 and 2000, plus related taxes and interest. The notice states that these amounts are due because these bananas were imported with licenses that were subsequently determined to have been forged. The Company intends to appeal the assessment, through appropriate proceedings, on the basis of its good faith belief at the time the import licenses were obtained and used that they were valid. Accordingly, the Consolidated Balance Sheet at September 30, 2004 does not reflect a liability for this contingency.

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

Note 4 - Sale of Armuelles Division

On June 30, 2003, the Company sold the assets of its Armuelles, Panama banana production division for $20 million to a worker cooperative. In connection with this transaction, the cooperative signed a 10-year contract to supply Chiquita with bananas at market prices. Sales proceeds included $15 million in cash financed by a Panamanian bank and $5 million from a loan provided by Chiquita. This loan is being repaid to the Company through an agreed-upon discount to the price per box during the initial years of the banana purchase contract. As part of the transaction, Chiquita paid $20 million in workers’ severance and certain other liabilities of the Armuelles division, which had been previously accrued. The Company recognized a gain of $21 million in the 2003 second quarter on the sale of Armuelles assets and settlement of its severance liabilities.

Note 5 - Sale of Equity Method Investments

The Company recorded a net gain on the sale of equity method investments of $12 million in the third quarter of 2003 and $10 million for the nine months ended September 30, 2003 as a result of the following items:

Because of the reduction in ownership of CBSP, the Company no longer has significant influence over the operating and financial policies of CBSP. As such, the Company no longer uses the equity method of accounting for this investment. Rather, these publicly-traded CBSP shares are considered “available-for-

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sale” securities under Statement of Financial Accounting Standards (“SFAS”) No. 115. Such securities are reported at fair value, with unrealized gains or losses excluded from net income and included in other comprehensive income.

Note 6 - 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. Prior to the acquisition, Atlanta was an investment accounted for under the equity method. Starting with the second quarter of 2003, Atlanta’s operating results were fully consolidated in Chiquita’s financial statements. The acquisition resulted in higher 2004 first quarter sales of $283 million, cost of sales of $262 million, and selling, general and administrative costs of $15 million, all compared to the first quarter 2003.

Note 7 - Discontinued Operations

The results of Chiquita Processed Foods (“CPF”), several former Atlanta subsidiaries and Progressive Produce Corporation (“Progressive”), all of which have been sold, 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. The Company recognized a $9 million gain on the transaction.

In April 2003, the Company sold a port operation of Atlanta for approximately $10 million in cash, resulting in a gain of $3 million. 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. Goodwill write-offs included in these amounts were $5 million.

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 the 2003 first quarter.

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

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The income (loss) from discontinued operations presented below includes interest expense of $2 million, none of which was incurred during the third quarter, on debt assumed by the buyers for the nine months ended September 30, 2003.

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

Note 8 - Pension and Severance Benefits

Net pension expense from the Company’s defined benefit and severance plans, primarily comprised of the Company’s severance plans covering Central and South American employees, consists of the following (in thousands):

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Note 9 - Inventories (in thousands)

Note 10 -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 March 2003 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, which are reported in “Other,” consist of processed fruit ingredient products, which are produced in Latin America and sold in other parts of the world, and other consumer packaged goods. The Company evaluates the performance of its business segments based on operating income. Intercompany transactions between segments are eliminated.

Financial information for each segment follows (in thousands):

Note 11 - Debt

In September 2004, the Company issued $250 million principal amount of 7 ¹/2% Senior Notes due 2014 for net proceeds of $246 million. The proceeds from the new offering, together with available cash, were used to fund the Company’s tender offer and consent solicitation for its $250 million aggregate principal amount of 10.56% Senior Notes due 2009. The purchase price was $1,069.56 for each $1,000 principal amount of notes validly tendered and accepted for payment, plus accrued and unpaid interest up to but excluding the settlement date. Furthermore, the Company paid $20 for each $1,000 principal

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amount of notes to holders who validly tendered their notes and delivered their consents to certain changes in the terms of the 10.56% Senior Notes prior to September 28, 2004. Approximately $209 million principal amount of 10.56% Senior Notes were validly tendered by the September 28 deadline, leaving $41 million still outstanding at September 30, 2004. An additional $2 million principal amount was tendered prior to the October 12, 2004 tender offer deadline. On November 3, 2004, the Company gave notice of redemption of the remaining $39 million of 10.56% Senior Notes. The redemption date will be December 3, 2004. As a result of the premiums associated with the repurchase of the entire $250 million of notes, the Company recognized a $22 million loss in the 2004 third quarter, which is included in “Other income (expense)” on the Consolidated Statement of Income.

As a result of the consents delivered by 84% of the holders of outstanding 10.56% Senior Notes (more than the requisite majority), on September 28, 2004, the Company entered into a supplemental indenture amending the terms of the 10.56% Senior Notes remaining outstanding. The Supplemental Indenture eliminates substantially all of the restrictive covenants that previously applied to the 10.56% Senior Notes.

The indenture for the 7 ¹/2% Senior Notes contains restrictions that, at September 30, 2004, limited the aggregate amount of restricted payments, including dividends and share/warrant repurchases, that could be paid to $110 million. The indenture has additional restrictions related to asset sales, incurrence of additional indebtedness, granting of liens, sale-leaseback transactions, investments and acquisitions, business activities and related-party transactions. The 7 ¹/2% Senior Notes are callable on or after November 1, 2009 at 103.75% of face value declining to face value in 2012. In addition, before November 1, 2007, the Company may redeem up to 35% of the notes at a redemption price of 107.5% of their principal amount plus accrued interest, using proceeds from sales of certain kinds of Company stock.

The Company allowed the bank credit facility of Chiquita Brands, Inc., now known as Chiquita Brands L.L.C. (“CBL”), to expire in June 2004. There had been no outstanding borrowings under the revolving credit line since May 2003, and all term loans under the facility had been repaid in full in March 2004. The Company expects to replace the expired facility with a new multi-year revolving credit facility in early 2005.

Upon expiration of the CBL credit facility, the Company entered into an agreement with Wells Fargo Bank to provide up to $15 million of letters of credit. At September 30, 2004, letters of credit for $8 million were outstanding.

In June 2004, the Company refinanced the debt of its Chiquita Chile subsidiary in the amount of $13 million. Interest is variable based on LIBOR, and principal is due in installments over five years. Under the terms of the agreement, which is secured by liens on certain of Chiquita Chile’s assets, the subsidiary is subject to financial covenants, including minimum tangible net worth and limitations on liabilities.

In June 2004, a subsidiary of the Company entered into a 17 million euro committed credit line for bank guarantees to be used primarily to guarantee the Company’s payments for licenses used to import bananas into European Union countries. This line is in addition to the Company’s existing 25 million euro uncommitted credit line for bank guarantees.

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Note 12 - Comprehensive Income (Loss) (in thousands)

Note 13 - Hedging

The Company enters into contracts to hedge its risks associated with euro exchange rate movements, primarily to 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. The Company primarily purchases put options to hedge this risk. Purchased put options, which require an upfront premium payment, can reduce the negative earnings impact on the Company of a future significant decline in the value of the euro, without limiting the benefit received from a stronger euro. The Company also enters into hedge contracts for fuel oil for its shipping operations, which permit it to lock in fuel purchase prices for up to two years and thereby minimize the volatility that changes in fuel prices could have on its operating results.

Currency hedging costs charged to the Consolidated Statement of Income were $5 million and $23 million for the quarter and nine months ended September 30, 2004, compared to $7 million and $29 million for the quarter and nine months ended September 30, 2003. These costs reduced the favorable impact of the exchange rate on U.S. dollar realizations of euro-denominated sales. At September 30, 2004, unrealized losses of $11 million on the Company’s option, forward and zero-cost collar contracts were included in “Accumulated other comprehensive income.” Approximately $8 million of this amount is expected to be reclassified to net income during the next 12 months.

At September 30, 2004, the Company had euro-denominated put options which allow for conversion of approximately €65 million of sales in 2004 at rates ranging from $1.10 per euro to $1.20 per euro, approximately €305 million of sales in the first nine months of 2005 at rates ranging from $1.15 per euro to $1.23 per euro, and approximately €320 million of sales in 2006 at rates ranging from $1.17 per euro to $1.21 per euro. Additionally, the Company had zero-cost collar contracts which ensure conversion of approximately €20 million of sales in 2004 at average rates between $1.10 and $1.14 per euro, and euro-denominated forward contracts requiring the conversion of approximately €30 million of sales in 2004 at an average rate of $1.23 per euro. The Company had 3.5% Rotterdam barge fuel oil forward contracts at September 30, 2004 that require conversion of approximately 60,000 metric tons of fuel oil in 2004, 140,000 metric tons in 2005 and 75,000 metric tons in 2006 at prices ranging from $130 to $170 per metric ton, and a combination of Singapore and New York Harbor fuel oil forward contracts that require conversion of approximately 10,000 metric tons of fuel oil in 2004, 30,000 metric tons in 2005 and 15,000 metric tons in 2006 at prices ranging from $145 to $195 per metric ton. At September 30, 2004,

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the fair value of the foreign currency option and fuel oil forward contracts was $22 million, $9 million of which was included in “Other current assets” and $13 million in “Investments and other assets, net.” The fair value of the foreign currency zero-cost collar contracts at September 30, 2004 was a loss of approximately $2 million, which was included in “Accrued liabilities.” During the quarter and nine months ended September 30, 2004, the change in the fair value of these contracts relating to hedge ineffectiveness was not significant.

Note 14 - Income Taxes

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. For the nine months ended September 30, 2004, income tax expense reflects a $5.7 million benefit from the sale of the Company’s Colombian banana production division. A deferred tax liability of $5.7 million related to Colombia growing crops had been previously recorded; this tax liability was released to income in the 2004 second quarter upon sale of the Colombian division.

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Note 15 - Stock-Based Compensation

Effective January 1, 2003, the Company began using the fair value method to recognize 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.”