<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>ex9938ka81103.txt
<DESCRIPTION>CPF FINANCIAL STATEMENTS
<TEXT>

                                  EXHIBIT 99.3















FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION

Chiquita Processed Foods, L.L.C.
Year Ended December 31, 2002,  Nine Months Ended December 31, 2001
and Year Ended March 31, 2001


<PAGE>



0301-0383509
                        Chiquita Processed Foods, L.L.C.

              Financial Statements and Other Financial Information

      Year Ended December 31, 2002 and Nine Months Ended December 31, 2001




                                    Contents

Report of Independent Auditors.................................................1

Financial Statements

Balance Sheets.................................................................2
Statements of Operations.......................................................3
Statements of Member's Equity..................................................4
Statements of Cash Flow........................................................5
Notes to Financial Statements..................................................6



<PAGE>



1
0301-0383509







                         Report of Independent Auditors

The Board of Directors and Shareholder
Chiquita Processed Foods, L.L.C.

We have audited the  accompanying  balance sheets of Chiquita  Processed  Foods,
L.L.C.  (the  Company)  as of  December  31,  2002  and  2001,  and the  related
statements  of  operations,  member's  equity,  and cash flow for the year ended
December  31, 2002,  the nine months ended  December 31, 2001 and the year ended
March  31,  2001.  These  financial  statements  are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of the Company at December 31,
2002 and 2001,  and the results of its operations and its cash flow for the year
ended  December  31,  2002 and the nine  months  ended  December  31,  2001,  in
conformity with accounting principles generally accepted in the United States.

As discussed in Note 2, the Company  adopted  Statement of Financial  Accounting
Standards No. 142 effective January 1, 2002.

/s/Ernst & Young, LLP

Minneapolis, Minnesota
January 31, 2003, except for Note 12,
   as to which the date is March 6, 2003


<PAGE>


<TABLE>

                        Chiquita Processed Foods, L.L.C.

                                 Balance Sheets
                                 (In Thousands)
<CAPTION>

                                                                                 December 31
                                                                           2002               2001
                                                                   ----------------------------------------
<S>                                                                <C>                     <C>

Assets
Current assets:
   Cash and cash equivalents                                           $       537         $       726
   Trade accounts receivable, net of allowances of
     $250 and $502, respectively                                            33,095              32,917
   Other receivables                                                         2,690               3,142
   Inventories                                                             204,220             213,872
   Other current assets                                                      8,455              10,106
                                                                   ----------------------------------------
Total current assets                                                       248,997             260,763

Property, plant, and equipment, net                                         86,105              89,988
Goodwill                                                                         -              48,332
Other assets                                                                13,745              13,213
                                                                   ----------------------------------------
Total assets                                                              $348,847            $412,296
                                                                   ========================================

Liabilities and member's equity
Current liabilities:
   Revolving line of credit                                              $  42,950           $  72,000
   Current maturities of long-term debt                                      7,997               9,753
   Accounts payable                                                         65,872              35,440
   Accrued liabilities                                                      15,716              22,516
   Payable to Chiquita, net                                                 10,080               9,698
                                                                   ----------------------------------------
Total current liabilities                                                  142,615             149,407

Long-term debt, less current maturities                                     30,007              37,805
Other liabilities                                                           28,099              23,509
                                                                   ----------------------------------------
Total liabilities                                                          200,721             210,721

Member's equity:
   Paid-in capital                                                         188,715             188,715
   Retained earnings (accumulated deficit)                                 (31,347)             17,719
   Accumulated other comprehensive loss                                     (9,242)             (4,859)
                                                                   ----------------------------------------
Total member's equity                                                      148,126             201,575
                                                                   ----------------------------------------
Total liabilities and member's equity                                     $348,847            $412,296
                                                                   ========================================
<FN>
See accompanying notes.
</FN>
</TABLE>

<PAGE>

<TABLE>
                        Chiquita Processed Foods, L.L.C.

                            Statements of Operations
                                 (In Thousands)
<CAPTION>

                                                     Year Ended Ended     Nine Months       Year Ended
                                                        December 31,      December 31,      March 31,
                                                            2002              2001             2001
                                                     ------------------------------------------------------
<S>                                                  <C>                  <C>               <C>

Revenues                                                    $403,867           $316,993        $404,848

Operating expenses:
   Cost of products sold                                     362,579            275,155         340,520
   Selling, general, and administrative                       29,313             24,470          35,560
   Depreciation                                               15,002             11,244          13,789
   Gain on sale of assets, net                                (4,304)            (1,346)         (8,032)
                                                     ------------------------------------------------------
                                                             402,590            309,523         381,837
                                                     ------------------------------------------------------

Operating income                                               1,277              7,470          23,011

Interest expense, net                                          4,754              5,949          11,438
                                                     ------------------------------------------------------
(Loss) income before income taxes and                         (3,477)             1,521          11,573
   cumulative effect of a change in method
   of accounting
Income tax (benefit) expense                                  (1,621)             1,033           4,000
                                                     ------------------------------------------------------
(Loss) income before cumulative effect                        (1,856)               488           7,573
   of a change in method of accounting
Cumulative effect of a change in method
   of accounting                                             (47,210)                 -               -
                                                     ------------------------------------------------------
Net (loss) income                                          $ (49,066)       $       488   $       7,573
                                                     ======================================================
<FN>
See accompanying notes.
</FN>
</TABLE>


<PAGE>
<TABLE>

                        Chiquita Processed Foods, L.L.C.

                          Statements of Member's Equity
                                 (In Thousands)
<CAPTION>
                                              Paid-In Capital     Retained      Accumulated Other   Total Member's
                                                                  Earnings     Comprehensive Loss       Equity
                                              ----------------------------------------------------------------------
<S>                                           <C>                 <C>          <C>                  <C>

Balance at March 31, 2000                           $188,715        $ 9,658        $        -           $198,373
                                                                                                   -----------------
Net income                                                 -          7,573                 -              7,573
                                              ----------------------------------------------------------------------
Balance at March 31, 2001                            188,715         17,231        $        -           $205,946
Net income                                                 -            488                 -                488
Change in minimum pension liability                        -  -                        (4,859)            (4,859)
                                                                                                   -----------------
Comprehensive loss                                                                                        (4,371)
                                              ----------------------------------------------------------------------
Balance at December 31, 2001                         188,715         17,719            (4,859)           201,575
Net loss                                                   -        (49,066)                -            (49,066)
Change in minimum pension liability                        -               -           (4,383)            (4,383)
                                                                                                   -----------------
Comprehensive loss                                                                                       (53,449)
                                              ----------------------------------------------------------------------
Balance at December 31, 2002                        $188,715       $(31,347)          $(9,242)          $148,126
                                              ======================================================================
<FN>
See accompanying notes.
</FN>
</TABLE>


<PAGE>

<TABLE>
                        Chiquita Processed Foods, L.L.C.

                             Statements of Cash Flow
                                 (In Thousands)
<CAPTION>
                                                                        Year Ended      Nine Months Ended     Year Ended
                                                                       December 31,       December 31,         March 31,
                                                                           2002               2001               2001
                                                                   -----------------------------------------------------------
<S>                                                                <C>                  <C>                   <C>

Operating activities
Net (loss) income                                                         $(49,066)          $     488          $   7,573

Adjustments to reconcile net (loss) income to net cash provided by operating
   activities:
     Cumulative effect of a change in method of accounting
                                                                            47,210                   -                  -
     Depreciation and amortization                                          15,002              12,259             15,136
     Deferred income taxes                                                  (1,336)                773              2,618
     Gain on sale of assets, net                                            (4,304)             (1,346)            (8,032)
     Changes in current assets and liabilities:
       Trade account receivables                                              (178)              4,181              5,665
       Other receivables                                                       (38)             (2,113)              (827)
       Inventories                                                           9,652             (16,660)           (30,967)
       Other current assets                                                    257               1,684                348
       Accounts payable                                                     30,432              20,244                (79)
       Accrued liabilities                                                  (5,074)                245             (3,099)
       Repayment of advances from Chiquita, net                                382                (116)              (580)
Other                                                                        1,559                 484                606
                                                                   -----------------------------------------------------------
Net cash provided by operating activities                                   44,498              20,123            (11,638)

Investing activities
Capital expenditures                                                       (14,046)            (11,383)            (9,225)
Proceeds from sale of assets                                                 7,963               5,228              9,962
Other                                                                            -                  18             (1,565)
                                                                   -----------------------------------------------------------
Net cash used in investing activities                                       (6,083)             (6,137)              (828)

Financing activities
Issuance of long-term debt                                                       -                   -              2,707
Repayments of long-term debt                                                (9,554)             (6,071)            (7,288)
Decrease in revolving line of credit                                       (29,050)             (8,000)            17,000)
                                                                   -----------------------------------------------------------
Net cash used in financing activities                                      (38,604)            (14,071)            12,419
                                                                   -----------------------------------------------------------

Decrease in cash and cash equivalents                                         (189)                (85)               (47)
Cash and cash equivalents at beginning of period                               726                 811                858
                                                                   -----------------------------------------------------------
Cash and cash equivalents at end of period                                  $  537                $726               $811
                                                                   ===========================================================
<FN>
See accompanying notes.
</FN>
</TABLE>


<PAGE>


                        Chiquita Processed Foods, L.L.C.

                          Notes to Financial Statements

                                December 31, 2002

1. Business and Basis of Presentation

Description of Business

Chiquita  Processed Foods,  L.L.C.  (the Company) is a limited liability company
engaged primarily in the processing,  marketing, and distribution of branded and
private  label  canned  vegetables.  The Company  sells its  products to grocery
wholesalers and retailers  throughout the United States.  The Company is also an
exporter of canned  vegetables to Europe and Asia.  Sales of corn,  green beans,
and peas make up a significant portion of the Company's revenues.

The Company is a 100%-owned  subsidiary of Friday Holdings,  L.L.C., which is an
indirectly  wholly  owned  subsidiary  of Chiquita  Brands  International,  Inc.
(Chiquita).

Effective  December 31, 2001, the Company's year-end has changed to December 31.
Previously, the Company's year-end was March 31.

2. Summary of Significant Accounting Policies

Cash Equivalents

The  Company  considers  all highly  liquid  investments  with a  maturity  when
purchased of three months or less to be cash equivalents.

Inventories

Inventories are stated at the lower of cost or market.  Cost has been determined
using the average cost method.

The Company farms  approximately 4,100 acres of leased land. Direct costs of the
farm program are deferred until the related crops are harvested and processed.

The  off-season  reserve  that is a  component  of  inventory  is the  excess of
absorbed  expenses over incurred  expenses to date.  The seasonal  nature of the
Company's  processing  business results in a timing difference  between expenses
(primarily  overhead  expenses)  incurred and absorbed into inventory  cost. The
Company's production costs are inventoried on a 12-month basis ending each March
31 and the off-season reserve is zero each March 31.



<PAGE>


30

2. Summary of Significant Accounting Policies (continued)

Property, Plant, and Equipment

Property,  plant,  and  equipment  are stated at cost or, in the case of capital
leases, the present value of future lease payments.  Depreciation is computed on
a straight-line basis over the estimated useful lives of the assets as follows:

   Building and improvements                                      5-40 years
   Machinery and equipment                                        5-15 years
   Cultivations                                                  18-20 years

For  assets  used in  operations,  impairment  losses  are  recognized  when the
undiscounted  cash flows of the asset are not sufficient to recover the carrying
value of the asset. For assets held for sale,  impairment  losses are recognized
when the  carrying  value of an  asset  exceeds  its  fair  value.  The  Company
regularly  assesses all of its long-lived  assets for impairment.  An impairment
loss of $1.5 million,  included in cost of product sold,  was recognized in 2002
primarily on equipment at a plant that was closed in 2002.

Goodwill

In July 2001, the Financial  Accounting  Standards Board (FASB) issued Statement
of Financial  Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible
Assets,  which was  adopted  by the  Company  on  January  1,  2002.  Under this
statement,  goodwill  will no longer be amortized  but will be reviewed at least
annually for impairment.

On January 1, 2002, to give effect to the new standard,  the Company  recorded a
goodwill  write-down  of $47.2  million  as a  cumulative  effect of a change in
method of  accounting.  The  write-down  results from  applying the SFAS No. 142
requirement  to evaluate  goodwill using  discounted  cash flows rather than the
undiscounted cash flow methodology  prescribed by the previous standard.  If the
write-down of goodwill and  application  of the  non-amortization  provisions of
SFAS No. 142 had been adopted as of April 1, 2000, net income before  cumulative
effect of a change in method of  accounting  for the nine months ended  December
31, 2001 and the year ended March 31, 2001 would have been $1.1 million and $1.3
million higher, respectively.


<PAGE>


2. Summary of Significant Accounting Policies (continued)

New Accounting Standards

The FASB issued  SFAS No.  144,  Accounting  for the  Impairment  or Disposal of
Long-Lived Assets, in August 2001. The statement was effective beginning January
1, 2002 and requires  that  long-lived  assets  classified as held for sale meet
certain requirements, one of which is that the sale of the asset within one year
of  classification  as held for sale is probable.  The Company had  classified a
number of long-lived  assets as held for sale as of December 31, 2001 which were
still owned by the Company as of December  31,  2002.  The Company  reclassified
these  properties  to assets  to be held and used as of  December  31,  2002 and
recognized depreciation expense of $450,000, which is the amount of depreciation
expense  that would have been  recognized  had these  assets  been  continuously
classified as held and used.

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit and Disposal Activities. This statement revises the accounting for exit and
disposal activities under EITF Issue No. 94-3, Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity,  by spreading
out the reporting of expenses related to restructuring activities. Commitment to
a plan to exit an  activity  or dispose of  long-lived  assets will no longer be
sufficient  to record a one-time  charge for most  anticipated  costs.  Instead,
companies will record exit or disposal costs when they are "incurred" and can be
measured at fair value, and they will subsequently adjust the recorded liability
for  changes  in  estimated  cash  flows.  The  provisions  of SFAS No.  146 are
effective prospectively for exit or disposal activities initiated after December
31, 2002.  Companies may not restate previously issued financial  statements for
the  effect of the  provisions  of SFAS No. 146 and  liabilities  that a company
previously  recorded under EITF Issue 94-3 are  grandfathered.  The Company does
not  expect  the  adoption  of SFAS No.  146 to have a  material  impact  on its
consolidated financial statements.

Revenue Recognition

Revenues are  recognized  when  products are shipped to  customers.  The Company
performs  ongoing  credit  evaluations  of its  customers  and does not  require
collateral.


<PAGE>


2. Summary of Significant Accounting Policies (continued)

Income Taxes

Under the limited  liability  company  structure,  the Company is not subject to
federal or state income taxes.  The results of the operations of the Company are
included in  Chiquita's  federal and state income tax  returns.  For purposes of
these financial statements, income tax expense represents the amount of tax that
would be due if the  Company had filed  separate  income tax  returns.  Deferred
income taxes are  recognized  for  temporary  differences  between the financial
reporting and tax bases of assets and liabilities.

Comprehensive Income (Loss)

Comprehensive income (loss) reflects the change in member's equity of a business
enterprise  during a period from transactions and other events and circumstances
from nonowner sources. For the Company, comprehensive loss represents net income
adjusted for the change in the minimum pension liability.

Concentration of Credit Risk

Financial  instruments  that  potentially  subject  the  Company to credit  risk
consist of trade receivables.  Wholesale and retail food distributors comprise a
significant portion of the trade receivables and collateral is not required. The
risk  associated  with the  concentration  is limited due to the large number of
wholesalers and retailers and their geographic dispersion.

Use of Estimates

The  financial  statements  have been  prepared in  conformity  with  accounting
principles  generally accepted in the United States, which require management to
make estimates and assumptions that affect the amounts and disclosures  reported
in the financial  statements and accompanying notes. Actual amounts could differ
from those estimates.



<PAGE>


2. Summary of Significant Accounting Policies (continued)

Fair Value of Financial Instruments

Except as noted,  the carrying value of all financial  instruments  approximates
fair value.

Shipping and Handling Costs

The Company  includes in revenues  all  shipping  and  handling  costs billed to
customers and the  corresponding  costs associated with these costs in the costs
of products sold.

Reclassifications

Certain  prior year  amounts have been  reclassified  to conform to current year
presentation.

3. Inventories

Inventories consist of the following (in thousands):

                                                        December 31
                                                 2002               2001
                                       ----------------------------------------

   Finished goods                            $207,707            $222,666
   Manufacturing and farm supplies             11,793              10,452
   Deferred farm crop costs                       651                 561
   Off-season reserve                         (15,931)            (19,807)
                                       ----------------------------------------
                                             $204,220            $213,872
                                       ========================================



<PAGE>


4. Property, Plant, and Equipment

Property, plant, and equipment consist of the following (in thousands):

                                                        December 31
                                                  2002               2001
                                       ----------------------------------------

   Land                                     $    2,712          $    2,397
   Buildings and improvements                   42,745              39,833
   Machinery and equipment                     133,276             119,370
   Cultivations                                    515                 515
   Construction in progress                        621               1,877
                                       ----------------------------------------
                                               179,869             163,992
   Accumulated depreciation                    (93,764)            (74,004)
                                       ----------------------------------------
                                             $  86,105           $  89,988
                                       ========================================

5. Debt

Debt consists of the following (in thousands):

                                                     December 31
                                               2002               2001
                                       ----------------------------------------

   Term loan, due in installments to 2004
     - Variable interest rate of 3.65%       $28,571           $  35,714
   Revolving credit loans, due through 2004
     - Variable interest rate of 4.22%        42,950              72,000
   Industrial Development Revenue Bonds,
     maturing through 2011:
       Fixed rates ranging from 7.75% to 8.50% 5,500               7,000
       Variable rate of 1.90%                  1,350               1,500
   Other loans maturing through 2007           2,583               3,344
                                       ----------------------------------------
                                              80,954             119,558
   Less current maturities                   (50,947)            (81,753)
                                       ----------------------------------------
                                             $30,007           $  37,805
                                       ========================================



<PAGE>


5. Debt (continued)

In September  1999,  the Company  entered into a five-year  $200 million  senior
secured credit facility.  The facility  includes a $135 million revolving credit
line and a $65 million term loan agreement.  At December 31, 2002, $43.0 million
of borrowings were outstanding under the revolving credit line and $28.6 million
was outstanding  under the term loan agreement,  of which $43.0 million and $7.1
million,  respectively,  were  classified as current  maturities.  The Company's
receivables,  finished  goods  inventory,  and certain  machinery  and equipment
secure borrowings under this facility. Borrowings are generally restricted to an
amount  equal  to 85% of  eligible  accounts  receivable  plus  70% of  eligible
inventory, as defined in the agreement. Interest under the facility is based on,
at the Company's option, either the bank corporate base rate or prevailing LIBOR
rates.  An annual  fee of up to 0.5% is  payable  on the  unused  portion of the
facility.  This facility contains covenants that limit capital  expenditures and
the  payment of  dividends  by the Company and require the Company to maintain a
minimum tangible net worth of $97.6 million and certain financial ratios related
to debt coverage.

Under the terms of certain of its Industrial  Development Revenue Bonds (IDRBs),
the Company is required to maintain a minimum  current  ratio of 1.25 to 1 and a
minimum  tangible net worth of $4.8  million.  Borrowings  under these IDRBs are
primarily unsecured.

Maturities on debt during the next five years are as follows (in thousands):

   2003                                                    $50,947
   2004                                                     22,186
   2005                                                      6,153
   2006                                                        581
   2007 and thereafter                                       1,087

Cash payments  relating to interest expense were $4.8 million for the year ended
December 31, 2002,  $5.9 million for the nine months ended December 31, 2001 and
$10.6 million for the year ended March 31, 2001.


<PAGE>


6. Income Taxes

Income taxes consist of the following (in thousands):
<TABLE>
<CAPTION>
                                                                           Nine Months Ended
                                                          Year Ended         December 31,     Year Ended March 31,
                                                         December 31,
                                                             2002                2001                 2001
                                                     ---------------------------------------------------------------
   <S>                                               <C>                   <C>                <C>

   Current tax (benefit) expense                           $   (285)            $   260            $   1,382
   Deferred tax (benefit) expense                            (1,336)                773                2,618
                                                     ---------------------------------------------------------------
                                                            $(1,621)             $1,033               $4,000
                                                     ===============================================================
</TABLE>

Income tax expense  differs  from  income  taxes  computed  at the U.S.  federal
statutory  rate  primarily as a result of the change in valuation  allowance and
permanent differences such as goodwill amortization.

The  components  of deferred  income taxes  included on the balance sheet are as
follows (in thousands):
<TABLE>
<CAPTION>

                                                                                 December 31
                                                                           2002               2001
                                                                   ----------------------------------------
  <S>                                                              <C>                       <C>

  Current deferred tax assets:
     Accrued liabilities not currently deductible                        $   6,036           $   6,975
     Inventory uniform capitalization                                        1,452               1,906
                                                                   ----------------------------------------
   Total current deferred tax assets                                     $   7,488           $   8,881
                                                                   ========================================

   Non-current deferred tax assets (liabilities):
     Accrued liabilities not currently deductible                        $   3,283           $   1,776
     Depreciation                                                          (25,258)            (23,752)
     Tax credit carryforwards                                                2,343               2,479
     Net operating loss carryforwards                                       27,338              24,611
     Valuation allowance                                                   (20,982)            (21,119)
                                                                   ----------------------------------------
   Total non-current deferred tax liabilities, net                        $(13,276)           $(16,005)
                                                                   ========================================
</TABLE>

The total current  deferred tax assets are included in other current  assets and
the non-current deferred tax liabilities are included in other liabilities.


<PAGE>


6. Income Taxes (continued)

The Company has recorded a valuation  allowance to reflect the estimated  amount
of deferred tax assets which may not be realized due to the  uncertainty  in its
ability to fully utilize operating losses and tax credit carryforwards.

At  December  31,  2002,  the  Company  had an  alternative  minimum  tax credit
carryforward  of $1.9 million that may be carried  forward  indefinitely,  and a
general  business  credit  carryforward  of $0.5 million that expires in various
years from 2002 to 2007.  At December  31, 2002,  the Company had net  operating
loss carryforwards of approximately  $77.4 million that expire in the years 2007
through 2018.  Internal  Revenue Code Sections 382 and 383 limit the utilization
of net operating  loss  carryforwards  and tax credits,  respectively,  due to a
prior ownership change.

7. Related-Party Transactions

Corporate office rental,  legal expenses,  internal audit and tax services,  and
Processed  Foods group personnel costs are incurred by Chiquita and allocated to
the Company. Amounts allocated during the year ended December 31, 2002, the nine
months  ended  December  31, 2001 and the year ended March 31, 2001 totaled $1.6
million,  $1.3  million,  and $2.3  million,  respectively,  and are included in
selling,  general,  and administrative  expense in the statements of income. The
Company is also charged for its share of insurance premiums managed by Chiquita.
These charges totaled $3.0 million for the year ended December 31, 2002 and $1.6
million for the nine months ended  December  31, 2001,  and $2.1 million for the
year ended March 31,  2001,  and are  included  in cost of products  sold in the
statements of income.

8. Leases

The Company  leases its  corporate  headquarters  facility,  as well as land and
certain data processing and vegetable canning  equipment  utilizing both capital
and operating  leases.  Leased assets under capital  leases consist of machinery
and equipment with a cost of $2.7 million and  accumulated  amortization of $1.0
million as of December 31, 2002.



<PAGE>


8. Leases (continued)

Future minimum rental payments required under leases having initial or remaining
non-cancelable  lease terms in excess of one year for years ending  December 31,
are as follows (in thousands):

                                                  Operating         Capital
                                         ------------------------------------

   2003                                           $  3,583         $   405
   2004                                              2,716             405
   2005                                              2,148             405
   2006                                              1,916             405
   2007                                              1,023             394
   Later years                                         843               -
                                         ------------------------------------
   Total minimum payment required                  $12,229           2,014
                                         ==================
   Less interest                                                        72
                                                          -------------------
   Present value of minimum lease payments                           1,942
   Amount due within one year                                          379
                                                          -------------------
   Long-term capital lease obligation                               $1,563
                                                          ===================

Total rent  expense was $7.8  million for the year ended  December  31, 2002 and
$6.8 million for the nine months ended  December 31, 2001,  and $8.8 million for
the year ended March 31, 2001.

9. Employee Retirement Plans

The Company maintains several defined contribution and non-contributory  defined
benefit  pension  plans  covering  certain  salaried and hourly  employees.  The
funding policy of these plans is to contribute  annually an amount sufficient to
meet the minimum funding requirements of the Employee Retirement Income Security
Act of 1974.  The  assets of the plans  consist  principally  of debt and equity
securities and fixed income instruments.


<PAGE>


9. Employee Retirement Plans (continued)

Pension expense consists of the following (in thousands):

<TABLE>
<CAPTION>

                                                          Year Ended      Nine Months Ended        Year Ended
                                                          December 31,       December 31,           March 31,
                                                              2002               2001                 2001
                                                     -----------------------------------------------------------
   <S>                                               <C>                  <C>                      <C>

   Defined benefit plans:
     Service cost                                          $     92            $     71            $     92
     Interest on projected benefit obligation                 1,506               1,105               1,389
     Expected return on plan assets                          (1,864)             (1,476)             (2,089)
     Recognized actuarial loss                                  276                 123                 (75)
     Amortization of prior service cost                          71                  60                  70
                                                     -----------------------------------------------------------
                                                                 81                (117)               (613)
   Curtailment loss                                               -                 227                   -
                                                     -----------------------------------------------------------
                                                                 81                 110                (613)
   Defined contribution plans                                 1,628               1,234               1,210
                                                     -----------------------------------------------------------
   Total pension expense                                     $1,709              $1,344                $597
                                                     ===========================================================
</TABLE>



<PAGE>


9. Employee Retirement Plans (continued)

Financial information with respect to the defined benefit plans is as follows
(in thousands):
<TABLE>
<CAPTION>
                                                                                 December 31
                                                                           2002               2001
                                                                   ----------------------------------------
   <S>                                                             <C>                         <C>

   Fair value of plan assets at beginning of year                          $24,035             $25,245
   Actual return on plan assets                                             (1,689)               (232)
   Employer contributions                                                        -                   -
   Benefits paid                                                            (1,149)               (978)
                                                                   ----------------------------------------
   Fair value of plan assets at end of year                                $21,197             $24,035
                                                                   ========================================

   Projected benefit obligation at beginning of year                       $21,647             $20,471
   Service cost                                                                 92                  71
   Interest cost                                                             1,506               1,105
   Actuarial loss                                                            1,753                 978
   Benefits paid                                                            (1,149)               (978)
                                                                   ----------------------------------------
   Projected benefit obligation at end of year                             $23,849             $21,647
                                                                   ========================================

   Excess of plan assets over projected benefit
     obligation                                                           $ (2,652)           $  2,388
   Unrecognized actuarial loss                                               9,592               4,561
   Unrecognized prior service cost                                             688                 759
                                                                   ----------------------------------------
   Prepaid pension assets                                                    7,628               7,708
   Adjustment required to recognize minimum pension liability               (9,242)             (4,859)
                                                                   ----------------------------------------
   Net pension amounts                                                    $ (1,614)           $  2,849
                                                                   ========================================
</TABLE>

The  prepaid  pension  asset is included in other  assets.  The minimum  pension
liability is included in other liabilities.

The  projected  benefit  obligations  of these  plans  were  determined  using a
discount  rate of  approximately  6.5% in 2002.  The assumed  long-term  rate of
return on plan assets was approximately 8.0% in 2002.



<PAGE>


9. Employee Retirement Plans (continued)

The accumulated  benefit  obligation  exceeded plan assets at December 31, 2002.
The provisions of SFAS No. 87, Employers' Accounting for Pensions,  requires the
recognition  of an  additional  minimum  pension  liability  adjustment  if  the
unfunded accumulated benefit obligation is greater than the amount recognized as
an accrued benefit cost. An additional  minimum pension liability amount of $9.9
million  has been  recorded  as a reduction  of prepaid  pension  assets with an
offsetting  intangible  asset of $0.7 million at December 31, 2002, and a charge
to shareholders' equity of $9.2 million at December 31, 2002.

10. Severance Charges

During  2002,  the Company  recorded  pretax  severance  charges of $1.5 million
attributable  to the  consolidation  of certain of the Company's  manufacturing,
marketing,  and  administrative  operations to reduce costs,  to better  utilize
available manufacturing and operating capacity, and to enhance  competitiveness.
The consolidation has resulted in a reduction of 125 employees with $0.7 million
of the severance costs yet to be paid as of December 31, 2002.

11. Parent Company Debt Restructuring

On March 19, 2002, the Company's ultimate parent, Chiquita Brands International,
Inc. (CBII),  which is a holding company without business operations of its own,
completed its previously announced financial  restructuring when its prearranged
Plan of  Reorganization  under  Chapter 11 of the U.S.  Bankruptcy  Code  became
effective.  CBII's  operating  subsidiaries,  which have continued to meet their
obligations with their own cash flow and credit facilities, were not involved in
the restructuring or the Chapter 11 bankruptcy proceedings.

12. Subsequent Event

On March 6, 2003,  CBII announced a definitive  agreement to sell the Company to
Seneca Foods.  This  transaction,  which is expected to be completed by June 30,
2003, is subject to certain  conditions,  including  regulatory  approval by the
U.S. Federal Trade Commission. Seneca announced a separate agreement to sell the
Company's plants in Owatonna,  Minnesota,  New Richmond and Eden, Wisconsin, and
the Company's distribution center in Poynette, Wisconsin, to Lakeside Foods.


</TEXT>
</DOCUMENT>
