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8-K - 8-K - CHIQUITA BRANDS INTERNATIONAL INCa8-k06x30x2014.htm


Exhibit 99.1

News Release    
   
CHIQUITA REPORTS SECOND QUARTER 2014 RESULTS

GAAP net income of $18 million in 2014 compared to $31 million in 2013
Comparable operating income[1] of $46 million in 2014 compared to $42 million in 2013
Adjusted EBITDA[1] of $62 million for 2014 compared to $58 million in 2013

CHARLOTTE, N.C. - August 7, 2014 - Chiquita Brands International, Inc. (NYSE: CQB) today released financial and operating results for the second quarter 2014. The company reported GAAP net income of $18 million in 2014 compared to GAAP net income of $31 million in 2013. GAAP operating income for 2014 was $37 million compared to $41 million in 2013. The company also reported comparable operating income [1] of $46 million for 2014 compared to comparable operating income of $42 million for 2013.

“Our second quarter results reflect sequential improvement versus the weather-impacted first quarter and versus year ago overall. We remain on path toward the long-term goals established with our ‘return to the core’ strategy despite substantial headwinds in the quarter and year to date,” said Ed Lonergan, Chiquita’s president and chief executive officer. “We realized value and volume sales increases in our banana operations, but reduced productivity, principally due to dry weather, on both owned and third-party farms in Central America resulted in higher sourcing costs and less fruit to sell in our weekly pricing markets, principally in Europe and the Mediterranean. In our retail salad segment, we delivered promised efficiency benefits from our Midwest plant consolidation and mix-driven pricing improvement in the quarter. We remain confident in our ability to grow this business profitably and expect to benefit in the second half of 2014 from the pricing and efficiency initiatives announced in May and which became effective in July.”

Lonergan continued, “We continue to make progress toward our proposed combination with Fyffes. We are confident this merger of equals unites highly complementary businesses and teams, and will enable us to improve service and reliability to customers while improving the efficiency of our operations. Our shareholder meeting to approve the transaction will take place on September 17, 2014, and we expect to close the transaction by the end of the year, subject to satisfaction of previously announced closing conditions.”













[1]Amounts exclude certain items described below under “Non-GAAP Measurements and Items Affecting Comparability.”

1




2014 SECOND QUARTER SUMMARY

The following table shows adjustments and reconciling items made to “Operating income (loss),” a GAAP measure, to calculate “Comparable operating income” and “Adjusted EBITDA.” See “Non-GAAP Measurements and Items Affecting Comparability” below for descriptions of items excluded on a comparable basis, including descriptions of how these items affect the results of reportable segments.

 
Operating income (loss)
(in millions)
2014
 
2013
Operating income (loss) (U.S. GAAP)
$
37

 
$
41

Transaction expenses
3

 

Unrealized foreign currency hedging loss 1

 
2

Vessel changeover expenses
5

 

Exit activities and other matters
2

 

Comparable operating income (Non-GAAP)
46

 
42

Depreciation and amortization
15

 
16

Adjusted EBITDA (Non-GAAP)
$
62

 
$
58

Columns may not total due to rounding.
1 Unrealized foreign currency hedging loss is included in “Net sales” under U.S. GAAP


Bananas: Comparable sales increased 3 percent to $537 million primarily due to higher banana contract volumes in North America and the positive impact of higher euro exchange rates, partly offset by lower volumes available to support weekly pricing markets, most notably impacting the European and Mediterranean regions. Operating income on a GAAP basis was $43 million for the quarter compared to $53 million for the second quarter of 2013. Comparable operating income decreased to $48 million in the second quarter of 2014 compared to comparable operating income of $55 million in the same period of 2013 as a result of higher sourcing and logistics costs, partially offset by increased sales.

Salads and Healthy Snacks: Net sales decreased 4 percent to $249 million with higher value sales of retail value- added salads more than offset by lower volume of retail value-added salads, foodservice products, and processed fruit ingredients and the exit of certain non-core businesses. Operating income on a GAAP basis was $7 million for the quarter compared to operating income of $3 million for the second quarter of 2013. Comparable operating income was $9 million for the second quarter of 2014 compared to comparable operating income of $3 million in the same period of 2013 as a result of cost and efficiency improvements primarily at the company’s new Midwest salad plant, including $7 million of startup costs incurred at the plant in the second quarter of 2013 that did not repeat in 2014.

Cash, debt and liquidity: Cash flow from operations was $46 million for the second quarter of 2014 compared to cash flow from operations of $47 million for the same period of 2013. At June 30, 2014, cash and equivalents were $55 million, and the company had $92 million of availability under its ABL facility.


OUTLOOK

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Chiquita has made significant progress executing its strategy to focus on its core products and to operate a branded commodity produce business with excellence. Chiquita management believes that the company remains on glidepath to its long term EBIT margin targets - to achieve run-rate target EBIT margins of 4% for Bananas and 7-8% for Salads by the end of 2015.
The company’s focus in the remainder of 2014 will be upon:
Closing the announced combination with Fyffes, which is expected to occur by the end of the year
Execution of certain salads and healthy snacks 2014 cost reduction and pricing actions announced in May 2014 that became effective from July
Disciplined contract renewals and new business acquisitions driven by continuous quality improvements as well as service and innovation
Continued prioritization of profitability over volume, but with product expansions to include sale of a broader portfolio of banana classes and types to better serve the full requirements of our customers
Completing the migration of an important North American port operation to New Orleans and to shipping partnerships and rotations that drive efficiencies
Prudent capital spending, with a focus on farm, port and plant productivity enhancements, as well as research and development spending to safeguard our operations and industry from adverse weather conditions, disease and other natural conditions
These expectations do not include any unforeseen weather, other event risks or major currency fluctuations.

Management’s estimates of certain financial items are as follows:
 
 
Q2 2014
 
FY 2014
(in millions)
 
Actual
 
Estimated
Capital expenditures
 
$15
 
$55-60
Depreciation & amortization
 
15
 
60-65
Gross interest expense [1]
 
15
 
60-65
 
[1] Interest expense includes the impact of accounting standards that added non-cash interest expense of $3 million for the first and second quarters of both 2014 and 2013 related to the company’s convertible notes.


CONFERENCE CALL
Chiquita will hold a conference call for investors to discuss its results at 9:00 a.m. EDT today. Access to a live audio webcast is available at http://investors.chiquita.com. Toll-free telephone access will be available by dialing 1-877-874-1569 in the United States and +1-719-325-4813 from international locations and providing the conference code 8579269. To access the telephone replay, dial 1-888-203-1112 from the United States and +1-719-457-0820 from international locations and enter the confirmation code 8579269.

CONTACTS      Steve Himes, 980-636-5636, shimes@chiquita.com, (Investors and Analysts)
Ed Loyd, 980-636-5145, eloyd@chiquita.com, (Media)


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NON-GAAP MEASUREMENTS AND ITEMS AFFECTING COMPARABILITY
The company reports its financial results in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). To provide investors with additional information regarding the company’s results, more meaningful year-on-year comparisons of the company’s core financial performance, and measures that management uses to evaluate the company’s performance against internal budgets and targets, the company reports certain non-GAAP measures as defined by the Securities and Exchange Commission. This press release uses non-GAAP measures of comparable sales, comparable operating income, comparable operating margin and Adjusted EBITDA. Non-GAAP financial measures should be considered in addition to, and not instead of, U.S. GAAP financial measures, and may differ from non-GAAP measures that other companies use. The adjustments between the U.S. GAAP and non-GAAP financial measures listed below are excluded from comparable operating income because they are unusual and/or infrequent in nature and are consistent with the company's internal reporting and measurement of financial performance.

Transaction expenses: In the second quarter of 2014 the company recognized $3 million of expenses related to the proposed combination with Fyffes, which have been excluded from comparable Corporate costs.

Unrealized foreign currency hedging loss: Hedge accounting was terminated prospectively in the first quarter of 2013 for certain currency hedges that were transferred to banks participating in the company's ABL Credit Facility. These unrealized gains and losses were recognized in "Net sales" for positions originally intended to hedge sales in the second and third quarters of 2013. Termination of hedge accounting did not change the economic purpose or effect to reduce uncertainty in the U.S. dollar realization of euro-denominated sales, but did result in unrealized changes in fair value of these hedge positions to be recognized prior to settlement. In the second quarter of 2013, the company recognized $2 million of losses in Net sales associated with unrealized changes in the fair value of these option contracts, which were excluded from the comparable net sales and results of the Bananas segment. These unrealized changes net to zero in the first nine months of 2013 because all of the affected hedge positions had settled by September 30, 2013.

Vessel changeover expenses: In the second quarter of 2014, the company excluded $5 million from the comparable results of the Banana segment for contract termination and other expenses for vessels being returned at the end of their leases. To maintain its shipping rotations, the company entered into new time charter arrangements for an equal number of ships.

Exit activities and other matters: In the second quarter of 2014, the company excluded $0.8 million of gain related to a non-core asset sale from the comparable results of the Banana segment; $2.2 million of cost from the comparable results of the Salads and Healthy Snacks segment related to products that were discontinued or resizing of products as part of strategic cost reduction activities and legal matters; and $0.2 million of cost from the Other Produce segment related to other matters.

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ABOUT CHIQUITA BRANDS INTERNATIONAL, INC.
Chiquita Brands International, Inc. (NYSE: CQB) is a leading international marketer and distributor of nutritious, high-quality fresh and value-added food products - from energy-rich bananas, blends of convenient green salads and other fruits to healthy snacking products. The company markets its healthy, fresh products under the Chiquita® and Fresh Express® premium brands and other related trademarks. With annual revenues of more than $3 billion, Chiquita employs approximately 20,000 people and has operations in nearly 70 countries worldwide. For more information, please visit the corporate web site at www.chiquita.com.

FORWARD-LOOKING STATEMENTS
This press release contains certain statements, including in the “Outlook” section, 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 the control of Chiquita, 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 its corporate headquarters and other North American corporate functions to Charlotte, North Carolina; challenges in implementing restructuring and leadership changes announced in August and October 2012 including its ability to achieve the cost savings and other benefits from the restructuring; 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 its debt instruments; access to and cost of financing; the risk that any business to be combined with those of the company cannot be integrated successfully or the anticipated benefits or synergies cannot be fully realized or may take longer to realize than anticipated; 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.

Any forward-looking statements made in this press release 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. Additional information on factors that could influence Chiquita's financial results is included in its SEC filings, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Registration Statements on Form S-4.

NO OFFER OR SOLICITATION
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any

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jurisdiction pursuant to the proposed combination of Chiquita and Fyffes plc, a public limited company organized under the laws of Ireland (“Fyffes”) or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

NO PROFIT FORECAST/ASSET VALUATION
No statement in this press release is intended to constitute a profit forecast or asset valuation for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Chiquita, Fyffes or ChiquitaFyffes Limited, as appropriate. The terms "profit forecast" and "asset valuation" as used in this context shall have the meanings given to them in the Irish Takeover Panel Act 1997, Takeover Rules 2013.

IMPORTANT ADDITIONAL INFORMATION HAS BEEN FILED AND WILL BE FILED WITH THE SEC
ChiquitaFyffes Limited, a private limited company organized under the laws of Ireland (“ChiquitaFyffes”) has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that includes a Proxy Statement that also constitutes a Prospectus of ChiquitaFyffes. The registration statement was declared effective by the SEC on July 25, 2014. The Form S-4 also includes the Scheme Circular and Explanatory Statement required to be sent to Fyffes shareholders for the purpose of seeking their approval of the combination. In the coming days, Chiquita and Fyffes will mail to their respective shareholders the definitive Proxy Statement/Prospectus/Scheme Circular in connection with the proposed combination of Chiquita and Fyffes and related transactions. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS/SCHEME CIRCULAR (INCLUDING THE SCHEME EXPLANATORY STATEMENT) AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CHIQUITA, FYFFES, CHIQUITAFYFFES, THE COMBINATION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Proxy Statement/Prospectus/Scheme Circular (including the Scheme) and other documents filed with the SEC by ChiquitaFyffes, Chiquita and Fyffes through the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the Proxy Statement/Prospectus/Scheme Circular (including the Scheme) and other documents filed by Chiquita, Fyffes and ChiquitaFyffes with the SEC by contacting Chiquita Investor Relations at: Chiquita Brands International, Inc., c/o Corporate Secretary, 550 South Caldwell Street, Charlotte, North Carolina 28202 or by calling (980) 636-5000, or by contacting Fyffes Investor Relations at c/o Seamus Keenan, Company Secretary, Fyffes, 29 North Anne Street, Dublin 7, Ireland or by calling + 353 1 887 2700.

PARTICIPANTS IN THE SOLICITATION
Chiquita, Fyffes, ChiquitaFyffes and their respective directors and executive officers may be considered participants in the solicitation of proxies in connection with the combination. Information about the directors and executive officers

6



of Fyffes is set forth in its Annual Report for the year ended December 31, 2013, which was published on April 11, 2014 and is available on the Fyffes website at www.fyffes.com. Information about the directors and executive officers of Chiquita is set forth in its Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on March 4, 2014, and its proxy statement for its 2014 annual meeting of shareholders, which was filed with the SEC on April 11, 2014. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement/Prospectus/Scheme Circular described above and other relevant materials to be filed with the SEC when they become available.

The Directors of Chiquita Brands International, Inc. accept responsibility for the information contained in this announcement. To the best of their knowledge and belief (having taken all reasonable care to ensure such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Any holder of 1% or more of any class of relevant securities of Chiquita Brands International, Inc. or of Fyffes plc may have disclosure obligations under Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2013.


# # #









7



Exhibit A:
CHIQUITA BRANDS INTERNATIONAL, INC.
CONSOLIDATED INCOME STATEMENT
(Unaudited in millions, except per share amounts)
 
 
Quarter Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Net sales
$
826

 
$
812

 
$
1,588

 
$
1,586

Operating expenses:
 
 
 
 
 
 
 
Cost of sales
716

 
693

 
1,402

 
1,372

Selling, general and administrative
58

 
62

 
118

 
116

Depreciation
13

 
13

 
27

 
27

Amortization
2

 
2

 
5

 
5

Operating income
37

 
41

 
37

 
66

Interest income
1

 
1

 
1

 
2

Interest expense
(15
)
 
(15
)
 
(31
)
 
(29
)
Loss on debt extinguishment

 

 
(1
)
 
(6
)
Other income (expense), net

 
2

 
(4
)
 
2

Income before income taxes
22

 
28

 
3

 
34

Income tax benefit (expense)
(4
)
 
3

 
(10
)
 

Net income (loss)
$
18

 
$
31

 
$
(7
)
 
$
33

 
 
 
 
 
 
 
 
Earnings (loss) per common share - basic

$
0.38

 
$
0.67

 
$
(0.14
)
 
$
0.72

Earnings (loss) per common share - diluted

$
0.37

 
$
0.66

 
$
(0.14
)
 
$
0.71

 
 
 
 
 
 
 
 
Shares used to calculate basic
earnings per common share
46.9

 
46.5

 
46.9

 
46.4

Shares used to calculate diluted
earnings per common share
48.1

 
47.3

 
46.9

 
47.2


Columns may not total due to rounding.

8



Exhibit B:
CHIQUITA BRANDS INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited in millions, except share amounts)
 
June 30, 2014
 
December 31, 2013
 
June 30, 2013
ASSETS
 
 
 
 
 
Current assets:
 
 
 
 
 
Cash and equivalents
$
55

 
$
54

 
$
67

Trade receivables, less allowances of $20, $20 and $18, respectively

272

 
252

 
303

Other receivables, net
61

 
56

 
68

Inventories
211

 
211

 
218

Prepaid expenses
39

 
50

 
41

Other current assets
7

 
7

 
19

Total current assets
645

 
629

 
717

Property, plant and equipment, net
400

 
391

 
394

Other non-current assets, net
636

 
639

 
624

Total assets
$
1,681

 
$
1,659

 
$
1,735

LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
 
 
Current liabilities:
 
 
 
 
 
Current portion of long-term debt and capital lease obligations
$
5

 
$
2

 
$
3

Accounts payable
252

 
248

 
274

Accrued liabilities
169

 
158

 
153

Total current liabilities
425

 
409

 
430

Long-term debt and capital lease obligations, net of current portion
632

 
629

 
599

Deferred gain – sale of shipping fleet

 
6

 
13

Other non-current liabilities
247

 
240

 
278

Total liabilities
1,305

 
1,285

 
1,320

Total shareholders' equity
376

 
374

 
415

Total liabilities and shareholders' equity
$
1,681

 
$
1,659

 
$
1,735


Columns may not total due to rounding.

9



Exhibit C:
CHIQUITA BRANDS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited in millions)
 
Quarter Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Cash (used) provided by:
 
 
 
 
 
 
 
OPERATIONS
 
 
 
 
 
 
 
Net income (loss)
$
18

 
$
31

 
$
(7
)
 
$
33

Depreciation and amortization
15

 
16

 
31

 
32

Loss on debt extinguishment

 

 
1

 
6

Amortization of discount on Convertible Notes
3

 
3

 
6

 
5

Amortization of gain on sale of the shipping fleet
(3
)
 
(4
)
 
(6
)
 
(7
)
Stock-based compensation
1

 
2

 
3

 
3

Changes in current assets and liabilities and other
11

 

 
10

 
(11
)
Operating cash flow
46

 
47

 
38

 
62

INVESTING
 
 
 
 
 
 
 
Capital expenditures
(15
)
 
(11
)
 
(25
)
 
(21
)
Other, net
2

 
8

 
(1
)
 
11

Investing cash flow
(13
)
 
(3
)
 
(26
)
 
(10
)
FINANCING
 
 
 
 
 
 
 
Issuances of long-term debt

 

 

 
429

Repayments of long-term debt and capital lease obligations

 

 
(11
)
 
(412
)
Borrowings under the ABL Revolver
4

 

 
24

 
37

Repayments of the ABL Revolver
(9
)
 
(28
)
 
(24
)
 
(37
)
Repayments of the Credit Facility Revolver

 

 

 
(40
)
Payments for debt modification and issuance costs

 
(1
)
 

 
(13
)
Financing cash flow
(6
)
 
(29
)
 
(11
)
 
(36
)
Increase (decrease) in cash and equivalents
28

 
15

 

 
16

Balance at beginning of period
27

 
52

 
54

 
51

Balance at end of period
$
55

 
$
67

 
$
55

 
$
67


Columns may not total due to rounding.

10



Exhibit D:
CHIQUITA BRANDS INTERNATIONAL, INC.
OPERATING STATISTICS - SECOND QUARTER
(Unaudited—in millions, except for percentages and exchange rates)
 
Quarter Ended June 30,
 
Better (Worse)
 
Six Months Ended June 30,
 
Better (Worse)
 
2014
 
2013
 
vs. 2013
 
2014
 
2013
 
vs. 2013
Comparable sales by segment[1]
 
 
 
 
 
 
 
 
 
 
 
Bananas
$
537

 
$
519

 
3.4
 %
 
$
1,039

 
$
1,024

 
1.5
 %
Salads and Healthy Snacks
249

 
260

 
(4.2
)%
 
479

 
500

 
(4.3
)%
Other Produce
39

 
34

 
14.4
 %
 
70

 
60

 
15.8
 %
 
$
826

 
$
814

 
1.5
 %
 
$
1,588

 
$
1,585

 
0.2
 %
Comparable operating income (loss) [1]
 
 
 
 
 
 
 
 
 
 
 
Bananas
$
48

 
$
55

 
(13.2
)%
 
$
68

 
$
82

 
(16.4
)%
Salads and Healthy Snacks
9

 
3

 
214.4
 %
 
6

 
11

 
(40.7
)%
Other Produce

 

 
518.6
 %
 

 

 
165.3
 %
Corporate[2]
(11
)
 
(16
)
 
28.4
 %
 
(21
)
 
(27
)
 
19.9
 %
 
$
46

 
$
42

 
9.0
 %
 
$
54

 
$
65

 
(17.9
)%
Comparable operating margin by segment [1]
 
 
 
 
 
 
 
 
 
 
 
Bananas
8.9
%
 
10.6
 %
 
(1.7) pts

 
6.6
%
 
8.0
 %
 
(1.4) pts

Salads and Healthy Snacks
3.8
%
 
1.2
 %
 
2.6 pts

 
1.3
%
 
2.1
 %
 
(0.8) pts

Other Produce
0.5
%
 
(0.1
)%
 
0.6 pts

 
0.4
%
 
(0.7
)%
 
1.1 pts

 
 
 
 
 
 
 
 
 
 
 
 
GAAP SG&A as a percent of net sales[2]
7.0
%
 
7.7
 %
 
0.7 pts

 
7.4
%
 
7.3
 %
 
(0.1) pts

 
 
 
 
 
 
 
 
 
 
 
 
Company banana sales volume (40 lb. boxes)
 
 
 
 
 
 
 
 
 
 
 
North America
19.6

 
18.5

 
5.8
 %
 
38.0

 
36.0

 
5.4
 %
Core Europe[3]
9.0

 
9.2

 
(2.9
)%
 
17.6

 
18.3

 
(4.1
)%
Mediterranean
2.5

 
3.1

 
(19.1
)%
 
5.2

 
6.1

 
(14.2
)%
Middle East
0.9

 
0.9

 
2.4
 %
 
1.8

 
2.0

 
(11.7
)%
Europe and the Middle East
12.4

 
13.2

 
(6.4
)%
 
24.6

 
26.4

 
(7.0
)%
Total banana sales volume
32.0

 
31.8

 
0.7
 %
 
62.5

 
62.4

 
0.2
 %
Banana Pricing
 
 
 
 
 
 
 
 
 
 
 
North America [4]
 
 
 
 
(0.6
)%
 
 
 
 
 
(0.6
)%
Core Europe: [3]
 
 
 
 
 
 
 
 
 
 
 
Local currency
 
 
 
 
(0.9
)%
 
 
 
 
 
(1.1
)%
Currency exchange impact
 
 
 
 
5.3
 %
 
 
 
 
 
4.6
 %
Core Europe U.S. Dollar Basis
 
 
 
 
4.4
 %
 
 
 
 
 
3.5
 %
Mediterranean
 
 
 
 
17.8
 %
 
 
 
 
 
10.9
 %
Middle East
 
 
 
 
12.6
 %
 
 
 
 
 
0.1
 %
Europe and the Middle East
 
 
 
 
7.9
 %
 
 
 
 
 
5.4
 %
Retail value-added salads
 
 
 
 
 
 
 
 
 
 
 
Volume (12-count cases)
12.8

 
13.0

 
(1.7
)%
 
25.2

 
24.7

 
1.6
 %
Pricing, including mix
 
 
 
 
4.2
 %
 
 
 
 
 
1.4
 %
Euro average exchange rate, spot 
(Dollars per euro)
$
1.37

 
$
1.30

 
5.3
 %
 
$
1.33

 
$
1.31

 
1.6
 %
Euro average exchange rate, hedged
(Dollars per euro)
$
1.36

 
$
1.27

 
7.5
 %
 
$
1.36

 
$
1.27

 
7.1
 %
Columns may not total due to rounding.
[1] See description of reconciling items between GAAP and comparable basis figures in this press release under “Non-GAAP Measurements and Items Affecting Comparability.”
[2] Excluding Transaction Expenses of $3 million and $9 million in the second quarter and the six months ended June 30 2014, respectively, SG&A as a percentage of net sales would have been 6.7% and 6.9% respectively.
[3] The company's Core Europe market includes the 28 member states of the European Union, Switzerland, Norway and Iceland.
[4] North America pricing includes fuel-related and other surcharges.

11



Exhibit E:
EUROPEAN CURRENCY
YEAR-ON-YEAR CHANGE—FAVORABLE (UNFAVORABLE)
2014 vs. 2013
(Unaudited—in millions)
 
 
 
Q2
 
YTD
Net sales:
 
 
 
 
Change in euro exchange rate
 
$
12

 
$
19

Change in realized hedging loss [1]
 
4

 
9

Change in unrealized hedging gain[2]

 
2

 
(2
)
Effect on net sales
 
17

 
26

Local costs increase
 
(2
)
 
(4
)
Change in balance sheet translation loss[3]
 
1

 
1

Net effect on operating income (loss)
 
$
16

 
$
24


Columns may not total due to rounding.

[1]
Second quarter hedging loss was $1 million in 2014 versus a loss of $5 million in the same period of 2013. For the six months ended June 30, 2014 the hedging loss was $3 million versus a loss of $11 million recognized in the six months ended June 30, 2013.
[2] Hedge accounting was terminated prospectively in the first quarter of 2013 for certain currency hedges that were transferred to banks participating in our ABL Credit Facility. These unrealized gains and losses were recognized in "Net sales" for positions originally intended to hedge sales in the second and third quarters of 2013. Termination of hedge accounting did not change the economic purpose or effect to reduce uncertainty in the U.S. dollar realization of euro-denominated sales, but did result in unrealized changes in fair value of these hedge positions to be recognized currently in "Net sales" until the hedge positions settled. The six months ended June 30, 2013 included $2 million of unrealized gains in "Net sales" associated with these option contracts. The second quarter of 2013 included $2 million of unrealized losses in "Net sales" associated with these option contracts. These unrealized changes net to zero in the first nine months of 2013 because all of the affected hedge positions had settled by September 30, 2013.
[3]
Second quarter balance sheet translation was a net loss of $1 million in 2014 versus a net loss of $3 million in the same period of 2013. For the six months ended June 30, 2014 the balance sheet translation was a net loss of $4 million versus a net loss of $5 million in the six months ended June 30, 2013.
















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