Edgar Filing: FRESH DEL MONTE PRODUCE INC

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 10, 2001

REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FRESH DEL MONTE PRODUCE INC.
(Exact name of Registrant as specified in its charter)
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CAYMAN ISLANDS 5148 N/A
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)

WALKER HOUSE, MARY STREET
P.O. BOX 265
GEORGE TOWN, GRAND CAYMAN
(TELEPHONE: (345) 949-0100)
(Address and telephone number of Registrant's principal executive office)

C/O DEL MONTE FRESH PRODUCE COMPANY
800 DOUGLAS ROAD
NORTH TOWER, 12TH FLOOR
CORAL GABLES, FLORIDA 33134
(TELEPHONE: (305) 520-8400)
(Address and telephone number of Registrant's U.S. executive office)

CT CORPORATION SYSTEM
1633 BROADWAY, 23RD FLOOR
NEW YORK, NEW YORK 10019
(TELEPHONE: (212) 894-8940)
(Name, address and telephone number of agent for service)
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COPIES TO:

JAMES F. MUNSELL, ESQ. MICHAEL L. FITZGERALD, ESQ.
CLEARY, GOTTLIEB, STEEN & HAMILTON SIDLEY AUSTIN BROWN & WOOD LLP
ONE LIBERTY PLAZA ONE WORLD TRADE CENTER
NEW YORK, NEW YORK 10006 NEW YORK, NEW YORK 10048-0557
(212) 225-2000 (212) 839-5300

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]

CALCULATION OF REGISTRATION FEE

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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
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Ordinary Shares, $0.01 par value............... 8,050,000 $14.38 $115,759,000 $28,940
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(1) Includes 1,050,000 shares which the underwriters have the option to purchase
solely to cover overallotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based upon the
average of the high and low sales price of the ordinary shares on September
6, 2001 as reported by the New York Stock Exchange.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT FILES
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED SEPTEMBER 10, 2001

PROSPECTUS

7,000,000 SHARES

FRESH DEL MONTE PRODUCE INC.
[LOGO]
ORDINARY SHARES

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Fresh Del Monte Produce Inc. is selling 3,000,000 ordinary shares and our
principal shareholder is selling 4,000,000 ordinary shares.

Our ordinary shares are traded on the New York Stock Exchange under the
symbol "FDP." On September 7, 2001, the last sale price of the ordinary shares
as reported on the New York Stock Exchange was $15.15 per share.

INVESTING IN OUR ORDINARY SHARES INVOLVES RISKS THAT ARE DESCRIBED IN THE
"RISK FACTORS" SECTION BEGINNING ON PAGE 7 OF THIS PROSPECTUS.

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PER SHARE TOTAL
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Public offering price....................................... $ $
Underwriting discount....................................... $ $
Proceeds, before expenses, to Fresh Del Monte............... $ $
Proceeds, before expenses, to selling shareholder........... $ $

The underwriters may also purchase up to an additional 1,050,000 shares
from our principal shareholder, at the public offering price, less the
underwriting discount, within 30 days from the date of this prospectus to cover
overallotments.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The shares will be ready for delivery on or about , 2001.

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MERRILL LYNCH & CO.
BEAR, STEARNS & CO. INC.
U.S. BANCORP PIPER JAFFRAY
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THE DATE OF THIS PROSPECTUS IS , 2001.
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[INSIDE FRONT COVER OF THIS PROSPECTUS]

[Photograph of Del Monte fresh-cut fruit in individual containers and a
fresh-cut fruit party tray.

Photograph of cut-up pineapple with fresh-cut inside.

Photograph of boxes of bananas on pallet being put into ripening room by
forklift operator.

Photograph of apples being sorted on conveyor belt by three people.

Photograph of person assembling a fruit gift basket.]
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TABLE OF CONTENTS

PAGE
----

Prospectus Summary.......................................... 1
Risk Factors................................................ 7
Forward-Looking Statements.................................. 13
Use of Proceeds............................................. 14
Price Range of Ordinary Shares.............................. 15
Dividend Policy............................................. 15
Capitalization.............................................. 16
Selected Consolidated Financial Information................. 17
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 19
Business.................................................... 29
Management.................................................. 46
Principal Shareholders and Related Party Transactions....... 50
Selling Shareholder......................................... 52
Description of Share Capital................................ 53
Taxation.................................................... 55
Underwriting................................................ 57
Legal Matters............................................... 60
Experts..................................................... 60
Incorporation of Certain Documents by Reference............. 60
Available Information....................................... 60
Enforceability of Civil Liabilities......................... 61
Index to Consolidated Financial Statements.................. F-1

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You should rely only on the information contained in this prospectus. We
have not, and the underwriters have not, authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. This prospectus is not
making an offer to sell these securities in any jurisdiction where the offer or
sale is not permitted. You should assume that the information contained in or
incorporated by reference in this prospectus is accurate only as of the date on
the front of this prospectus. Our business, financial condition, results of
operations and prospects may have changed since that date.

Our volume data included in this prospectus has been obtained from our
records. Other than with respect to our volume data, the market share, volume
and consumption data contained in this prospectus have been compiled by us based
upon data and other information obtained from third party sources, primarily
from data compiled by us and from the Food and Agriculture Organization of the
United Nations, which we refer to as the FAO. Information included in the
section captioned "Business -- Industry Overview" is based principally on data
and other information included in a report prepared by the U.S. Department of
Agriculture entitled "Understanding the Dynamics of Produce Markets" (August
2000) and an article by Roberta L. Cook, the Extension Marketing Economist in
the Department of Agriculture and Resource Economics at University of California
at Davis, entitled "The U.S. Fresh Produce Industry: An Industry in Transition"
(as updated in July 2001 on the University of California at Davis website and
expected to be published in fall 2001 in Kader, ed., Postharvest Technology of
Horticultural Crops). Unless otherwise stated, volume data contained in this
prospectus are shown in millions of 40 pound equivalent boxes.
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PROSPECTUS SUMMARY

This summary highlights information contained in other parts of this
prospectus. This summary does not contain all the information you should
consider before investing in our ordinary shares. You should read the entire
prospectus carefully, including the "Risk Factors" section and our consolidated
financial statements and related notes, before making an investment decision.
References in this prospectus to "Fresh Del Monte," "we," "our" and "us" refer
to Fresh Del Monte Produce Inc. and its consolidated subsidiaries, unless the
context indicates otherwise. References in this prospectus to "$" and "dollars"
are to United States dollars. Any discrepancies in any table between totals and
the sums of amounts listed are due to rounding. As used herein, references to
years ended 1998, 1999 and 2000 are to fiscal years ended January 1, 1999,
December 31, 1999 and December 29, 2000, respectively.

FRESH DEL MONTE

OVERVIEW

We are a leading vertically-integrated producer and marketer of high
quality fresh and packaged fresh-cut fruit and vegetables. Our products include
bananas, pineapples, cantaloupe, honeydew, watermelons, grapes, non-tropical
fruit (including citrus, apples, pears, peaches, plums, nectarines, apricots and
kiwi), plantains, Vidalia(R) sweet onions and various greens. We market our
products worldwide under the DEL MONTE(R) brand, a symbol of product quality and
reliability since 1892. Our global sourcing and logistics network allows us to
provide regular delivery of consistently high quality fresh produce and
value-added services to our customers.

We have leading market positions in key fresh produce categories. We
believe we are:

- the number one marketer of fresh pineapples worldwide, including our Del
Monte Gold(R) Extra Sweet pineapple, with an estimated 52% market share
in 2000;

- the number one marketer of branded melons in the United States and the
United Kingdom;

- the third largest marketer of bananas worldwide, with an estimated 17%
market share in 2000;

- a leading year-round marketer of branded grapes in the United States;

- a leading marketer of branded citrus, apples, pears and other
non-tropical fruit in selected markets; and

- a leading marketer of Vidalia(R) sweet onions in the United States.

We also have an established platform in the value-added fresh-cut fruit and
vegetables market, which has built upon our existing fresh-cut pineapple
business. The fresh-cut fruit and vegetables market, estimated at $8 billion in
the United States alone in 1997, is one of the fastest-growing categories in the
fresh produce segment and is expected to grow to $19 billion by 2003. This
category includes fresh produce that has been trimmed, peeled, cut and packaged
into nutritious, ready-to-use products for retail stores and foodservice
operators. Our fresh-cut fruit products include pineapple, cantaloupe, honeydew,
watermelon, grapes and kiwi, and our fresh-cut vegetable products include
broccoli, cauliflower, celery, carrots and greens. We believe our global
sourcing and logistics capabilities, combined with the DEL MONTE(R) brand, will
enable us to achieve a leading position in this market.

MARKET OPPORTUNITIES

The fresh produce industry has grown rapidly in recent years. We believe
this is in part due to growing demand from increasingly health-conscious
consumers. Total fresh produce sales, through all channels in the United States,
our largest market, were an estimated $71 billion in 1997, up from an estimated
$35 billion in 1987. Consumers are also demanding convenient, ready-to-eat
fresh-cut fruit and vegetables, increasing the size of the U.S. market for these
products from an estimated $5 billion in 1994 to an estimated $8 billion in 1997
with the market expected to grow to an estimated $19 billion by 2003.

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Fresh produce has become a strategic focus for retail grocery stores as a
result of increasing consumer demand and relatively higher retail margins for
fresh produce. To capitalize on demand and pricing trends, retailers have
repositioned their produce departments by increasing their size, allocating more
prime store space to fresh produce and offering a broader array of fresh and
fresh-cut produce.

Along with the changing dynamics of fresh produce demand, there have also
been several changes to the channels through which produce reaches the consumer.
While the overall fresh produce industry remains relatively fragmented,
distribution channels have consolidated significantly in recent years,
particularly in the United States. Consolidation has allowed retailers to
achieve greater cost savings through better supply chain management and
economies of scale in purchasing and advertising. We believe that this trend, as
well as the growing national presence and success of nontraditional outlets,
such as supercenters, mass merchandisers and club stores, will benefit global,
integrated producer-suppliers, like us, that can offer year-round, regular
deliveries of high quality fresh produce to geographically diverse markets.

OUR COMPETITIVE STRENGTHS

The combination of the following strengths distinguishes us as a world
leader in the production, distribution and marketing of fresh and fresh-cut
fruit and vegetables:

- DEL MONTE(R) Brand. We enjoy significant international awareness of the
DEL MONTE(R) brand, which allows us to gain ready acceptance of our new
products, to expand into new markets and to realize premium prices.

- Market Leader. We believe our market leadership position and diverse
product offering, combined with our reputation for quality, consistency
and service, establish us as a key supplier to retail stores and
foodservice operators.

- Vertically-Integrated Global Operations. We control, manage or supervise
all aspects of the production, shipping, distribution and marketing of
our products, which enables us to market fresh produce in virtually all
major world markets and to effectively manage supply imbalances among our
various production and distribution locations. Our vertically-integrated
operations also facilitate expansion of our product offerings without
significant incremental logistics costs.

- Established Position in the Fast-Growing Fresh-Cut Produce Market. By
leveraging the DEL MONTE(R) brand, our substantial experience in the
fresh-cut pineapple category and our existing sources of fresh produce,
as well as our strong customer relationships and extensive logistics
network, we have been able to quickly establish a platform for future
growth in the packaged fresh-cut fruit and vegetables market, the
fastest-growing fresh produce category.

- New Product Development. We have been able to use our technological
expertise to extend our product lines, such as the development of our Del
Monte Gold(R) Extra Sweet pineapple.

OUR STRATEGY

We are focused on increasing our profitability on a sustainable basis by
leveraging the DEL MONTE(R) brand and our vertically-integrated production,
distribution and marketing operations. We are implementing the following
strategies:

- Build on Our Leading Market Positions in Key Fresh Produce
Categories. We plan to use our leading position in key fresh produce
categories to increase sales of our existing products and to
significantly diversify our product line. Our sales and marketing focus
will continue to emphasize the wide array of fresh and fresh-cut produce
we offer, and we plan to continue to leverage our established reputation
to enter new geographical markets.

- Increase the Value-Added Services That We Provide to Our Customers. We
intend to continue to expand our logistics network, including fresh-cut
facilities, to enable us to offer a wide array of value-added services,
such as the preparation of fresh-cut fruit and vegetables, ripening,
customized sorting and packing, direct-to-store delivery and in-store
merchandising and promotional support.
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- Expand Our Presence in the Fast-Growing Fresh-Cut Produce Market. We
believe that our fresh-cut operations will make a significant
contribution to our profitability as demand for products in this category
continues to grow and we extend our fresh-cut product offering and expand
our fresh-cut facilities.

- Continue to Leverage our Vertically-Integrated Global Operations. We
believe that our integrated production, logistics and marketing
operations enable us to operate efficiently in our existing product lines
and to achieve profitability more rapidly in new product and geographic
markets.

- Improve Profitability of Banana Operations. We will seek to expand our
use of purchase contracts that reduce our exposure to seasonal
fluctuations in banana prices, and we will maintain reduced banana sales
in selected unprofitable markets.

- Continue to Control Costs. We intend to build upon our comprehensive
cost reduction program in order to continue to reduce operating costs as
appropriate.

We were incorporated in the Cayman Islands in August 1996 and our U.S.
executive office is located at 800 Douglas Road, North Tower, 12th Floor, Coral
Gables, Florida 33134. Our website address is http://www.freshdelmonte.com. The
contents included on or linked from our web site are not a part of this
prospectus.

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THE OFFERING

Ordinary shares offered by:
Fresh Del Monte..................... 3,000,000 shares
Our principal shareholder........... 4,000,000 shares
Total............................. 7,000,000 shares

Ordinary shares outstanding after
the offering........................ 56,969,600 shares

Use of proceeds..................... We estimate that our net proceeds from
this offering will be approximately
$42.5 million. We intend to use the net
proceeds to repay indebtedness under
our revolving line of credit. We will
not receive any of the proceeds from
the sale of ordinary shares by our
principal shareholder.

Risk Factors........................ See "Risk Factors" and other
information included in this prospectus
for a discussion of factors you should
carefully consider before deciding to
invest in our ordinary shares.

New York Stock Exchange symbol...... FDP

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The 56,969,600 ordinary shares to be outstanding after the offering is
based on shares outstanding as of August 31, 2001 and excludes 4,002,030 shares
issuable upon exercise of options granted under our share option plans with a
weighted average exercise price of $10.8447.

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SUMMARY CONSOLIDATED FINANCIAL INFORMATION

The following summary of our consolidated financial information for the
years ended January 1, 1999, December 31, 1999 and December 29, 2000 is derived
from our audited consolidated financial statements prepared in accordance with
accounting principles generally accepted in the United States. The summary
consolidated financial information for the six-month periods ended June 30, 2000
and June 29, 2001 is derived from our unaudited consolidated financial
statements. In the opinion of our management, such unaudited consolidated
financial statements have been prepared on the same basis as the audited
consolidated financial statements referred to above and include all adjustments,
consisting only of normal recurring adjustments, necessary for a fair
presentation of our consolidated financial position and results of operations
for the indicated periods. Operating results for the six months ended June 29,
2001 are not necessarily indicative of the results that may be expected for the
full year. The "as adjusted" balance sheet data as of June 29, 2001 set forth
below is unaudited and gives effect to this offering and the application of the
proceeds to repay outstanding indebtedness under our revolving line of credit,
as if such events occurred on such date. The following information should be
read in conjunction with our consolidated financial statements, related notes
and other financial information included elsewhere in this prospectus.

YEAR ENDED SIX MONTHS ENDED
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JANUARY 1, DECEMBER 31, DECEMBER 29, JUNE 30, JUNE 29,
1999 1999 2000 2000 2001
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(DOLLARS IN MILLIONS, EXCEPT SHARE DATA)

INCOME STATEMENT DATA:
Net sales............................... $ 1,600.1 $ 1,743.2 $ 1,859.3 $ 1,052.3 $ 1,075.3
Cost of products sold................... 1,405.4 1,592.6 1,692.4 932.7 908.6
----------- ----------- ----------- ----------- -----------
Gross profit............................ 194.7 150.6 166.9 119.6 166.7
Selling, general and administrative
expenses.............................. 58.3 63.5 80.9 39.0 45.2
Amortization of goodwill................ 1.7 2.6 3.4 1.7 1.7
Acquisition-related expenses............ 4.0 -- -- -- --
Hurricane Mitch charge.................. 26.5 -- -- -- --
----------- ----------- ----------- ----------- -----------
Operating income........................ 104.2 84.5 82.6 78.9 119.8
Net interest expense.................... (26.0) (27.6) (40.5) (20.4) (19.4)
Other income (loss), net................ 11.4 14.7 (6.1) (0.8) (6.2)
----------- ----------- ----------- ----------- -----------
Income before provision for income taxes
and extraordinary charge.............. 89.6 71.6 36.0 57.7 94.2
Provision for income taxes.............. 12.2 14.7 2.9 2.0 11.6
----------- ----------- ----------- ----------- -----------
Income before extraordinary charge...... 77.4 56.9 33.1 55.7 82.6
Extraordinary charge on early
extinguishment of debt................ 18.1 -- -- -- --
----------- ----------- ----------- ----------- -----------
Net income..................... $ 59.3 $ 56.9 $ 33.1 $ 55.7 $ 82.6
=========== =========== =========== =========== ===========
Diluted per share amounts:
Income before extraordinary charge.... $ 1.44 $ 1.06 $ 0.62 $ 1.04 $ 1.53(1)
Extraordinary charge................ (0.34) -- -- -- --
Net income.......................... $ 1.10 $ 1.06 $ 0.62 $ 1.04 $ 1.53(1)
Weighted average number of ordinary
shares outstanding:
Basic................................. 53,632,656 53,763,600 53,763,600 53,763,600 53,764,691
Diluted............................... 53,774,831 53,805,237 53,764,383 53,765,166 53,906,560

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AS OF
---------------------------------------- AS OF JUNE 29, 2001
JANUARY 1 DECEMBER 31, DECEMBER 29, ----------------------
1999 1999 2000 ACTUAL AS ADJUSTED
---------- ------------ ------------ -------- -----------
(DOLLARS IN MILLIONS)

BALANCE SHEET DATA (AT PERIOD END):
Cash and cash equivalents..................... $ 32.8 $ 31.2 $ 10.6 $ 9.8 $ 9.8
Working capital............................... 177.2 203.7 156.9 112.7 112.7
Total assets.................................. 1,034.0 1,216.2 1,221.6 1,235.8 1,235.8
Total debt.................................... 354.2 504.1 485.5 382.5 340.0
Shareholders' equity.......................... $ 382.5 $ 425.8 $ 457.2 $ 538.7 $ 581.2

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(1) For the six months ended June 29, 2001, basic per share income before
extraordinary charge and basic per share net income were $1.54. For all
other periods, basic and diluted per share amounts were the same.

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RISK FACTORS

An investment in our ordinary shares involves a number of risks. You should
consider carefully the following information about these risks, together with
the other information contained in this prospectus, before investing in our
ordinary shares. If any of the following risks actually occur, our business,
financial condition or results of operations could be materially and adversely
affected.

WE COULD REALIZE LOSSES AND SUFFER LIQUIDITY PROBLEMS DUE TO DECLINES IN SALES
PRICES FOR BANANAS, PINEAPPLES AND OTHER FRESH PRODUCE.

Our profitability depends largely upon our profit margins and sales volumes
of bananas, pineapples and, to a lesser extent, other fresh produce. In 1999 and
2000, banana sales accounted for the most significant portion of our total net
sales, and pineapple sales accounted for the most significant portion of our
total gross profit.

Supplies of bananas can be increased relatively quickly due to the banana's
relatively short growing cycle and the limited capital investment required for
banana growing. As a result of imbalances in supply and demand and import
regulations, banana prices fluctuate significantly. Average sales prices for
bananas have been declining significantly since 1995 and, as a result, our
operating results have been adversely affected.

Sales prices for bananas, pineapples and other fresh produce are difficult
to predict. It is possible that sales prices for bananas will decline further in
the future and sales prices for pineapples and other fresh produce may decline.
In recent years, there has been increasing consolidation among food retailers,
wholesalers and distributors. We believe the increasing consolidation may
contribute to further downward pressure on our sales prices. In the event of a
decline in fresh produce sales prices or sales volumes, we could realize
significant losses, experience liquidity problems and suffer a weakening in our
financial condition. A significant portion of our costs are fixed, so that
fluctuations in the prices of fresh produce have an immediate impact on our
profitability.

DUE TO FLUCTUATIONS IN THE SUPPLY OF AND DEMAND FOR FRESH PRODUCE, OUR RESULTS
OF OPERATIONS ARE HIGHLY SEASONAL, AND WE REALIZE A GREATER PORTION OF OUR NET
SALES AND GROSS PROFIT DURING THE FIRST TWO QUARTERS OF EACH YEAR.

In part as a result of seasonal sales price fluctuations, we have
historically realized a substantial majority of our gross profit during the
first two quarters of each year. The sales price of any fresh produce item
fluctuates throughout the year due to the supply of and demand for that
particular item, as well as the pricing and availability of other fresh produce
items, many of which are seasonal in nature. For example, the production of
bananas is continuous throughout the year and production is usually higher in
the second half of the year, but the demand for bananas during that period
varies because of the availability of seasonal and alternative fruit. As a
result, demand for bananas is seasonal and generally results in higher sales
prices during the first six months of each calendar year. In the melon market,
the entry of many growers selling unbranded or regionally branded melons during
the peak North American and European melon growing season results in greater
supply, and therefore lower sales prices, from June to October. We realize most
of our sales and gross profit for melons, grapes, non-tropical fruit and other
fruit and vegetables during the North American and European off-season from
October to May.

CROP DISEASE OR SEVERE WEATHER CONDITIONS COULD RESULT IN SUBSTANTIAL LOSSES AND
WEAKEN OUR FINANCIAL CONDITION.

Crop disease or severe weather conditions from time to time, including
floods, droughts, windstorms and hurricanes, may adversely affect our supply of
one or more fresh produce items, reduce our sales volumes and increase our unit
production costs. This is particularly true in the case of our premium pineapple
product, the Del Monte Gold(R) Extra Sweet pineapple, because a substantial
portion of our production is grown in one region in Costa Rica. Because a
significant portion of our costs are fixed and contracted in advance of each
operating year, volume declines due to production interruptions or other factors
could result in increases in unit production costs which could result in
substantial losses and weaken our financial condition. We have experienced crop
disease and severe weather conditions from time to time including Hurricane
Mitch in
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Guatemala in 1998, flooding in Costa Rica in 1996 and a significant outbreak of
Black Sigatoka disease at our Costa Rican banana farms during 1993 and 1994.
When crop disease or severe weather conditions destroy crops planted on our
farms, we lose our investment in those crops.

THE FRESH PRODUCE MARKETS IN WHICH WE OPERATE ARE HIGHLY COMPETITIVE.

The fresh produce business is highly competitive, and the effect of
competition is intensified because our products are perishable. In banana and
pineapple markets, we compete principally with a limited number of multinational
and large regional producers. In the case of our other fresh fruit and
vegetables, we compete with numerous small producers, as well as certain
regional competitors. Our sales are also affected by the availability of
seasonal and alternative fresh produce. The extent of competition varies by type
of fruit or vegetable. To compete successfully, we must be able to strategically
source fresh produce of uniformly high quality and sell and distribute it on a
timely and regular basis. In addition, since our profitability has depended
primarily on our gross profit on the sale of our extra sweet pineapples,
intensified competition in the production and sale of extra sweet pineapples
could adversely affect our financial results.

WE ARE SUBJECT TO MATERIAL CURRENCY EXCHANGE RISKS BECAUSE OUR OPERATIONS
INVOLVE TRANSACTIONS DENOMINATED IN VARIOUS CURRENCIES.

We conduct operations in many areas of the world involving transactions
denominated in a variety of currencies and our results of operations, as
expressed in dollars, may be significantly affected by fluctuations in rates of
exchange between currencies. Although a substantial portion of our sales
revenues (44% in 2000) is denominated in non-dollar currencies, we incur the
majority of our costs in dollars. We generally are unable to adjust our
non-dollar local currency produce sales prices to compensate for fluctuations in
the exchange rate of the dollar against the relevant local currency. In
addition, there is normally a time lag between our incurrence of costs and
collection of the related sales proceeds. Accordingly, if the dollar appreciates
relative to the currencies in which we receive sales proceeds, our operating
results may be negatively affected. Although we periodically enter into currency
forward contracts as a hedge against currency exposures, we may not enter into
these contracts during any particular period or these contracts may not
adequately offset currency fluctuations.

OUR STRATEGY OF INCREASING THE VALUE-ADDED SERVICES THAT WE PROVIDE TO OUR
CUSTOMERS MAY NOT BE SUCCESSFUL.

We are expanding our service offering to include a higher proportion of
value-added services, such as the preparation of fresh-cut fruit and vegetables,
ripening, customized sorting and packing, direct-to-store delivery and in-store
merchandising and promotional support. This represents a significant departure
from our traditional business of delivering our products to our customers at the
port. In recent periods, we have made significant investments in distribution
centers and fresh-cut facilities through capital expenditures and acquisitions.
We may not be successful in anticipating the demand for these services, in
establishing the requisite infrastructure to meet customer demands or the
provision of these value-added services. If we are not successful in these
efforts, our business, financial condition or results of operations could be
materially and adversely affected.

INCREASED PRICES FOR FUEL, PACKAGING MATERIALS OR SHORT-TERM REFRIGERATED VESSEL
CHARTER RATES COULD INCREASE OUR COSTS SIGNIFICANTLY.

Our costs are determined in large part by the prices of fuel and packaging
materials, including containerboard, plastic and resin. We may be adversely
affected if sufficient quantities of these materials are not available to us.
Any significant increase in the cost of these items could also materially and
adversely affect our results. Other than the cost of our products (including
packaging), sea transportation costs represent the largest component of cost of
products sold. During 1999 and 2000, the cost of fuel and containerboard
increased as compared to the prior years, which resulted in a negative impact on
our results of operations. Our average cost of fuel increased by 53% between
1999 and 2000 and our average cost of containerboard increased by 20% during the
same period. In addition, we are subject to the volatility of the short-term
charter vessel market because approximately half of our refrigerated vessels are
chartered rather than owned. These charters
8
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are primarily short-term, typically for periods of one to three years. As a
result, a significant increase in short-term charter rates would materially and
adversely affect our results.

WE ARE SUBJECT TO LEGAL AND ENVIRONMENTAL RISKS THAT COULD RESULT IN SIGNIFICANT
CASH OUTLAYS.

We are involved in several legal and environmental matters which, if not
resolved in our favor, could require significant cash outlays and could
materially and adversely affect our results of operations and financial
condition. In addition, we may be subject to product liability claims if
personal injury results from the consumption of any of our products. This risk
may increase in connection with our entry into the fresh-cut fruit and
vegetables market. In addition, although the fresh-cut fruit and vegetables
market is not currently subject to any specific governmental regulations, we
cannot predict whether or when any regulation will be implemented or the scope
of any possible regulation.

The United States Environmental Protection Agency, or the EPA, has placed a
certain site at our plantation in Oahu, Hawaii on the National Priorities List
under the Comprehensive Environmental Response, Compensation and Liability Act
of 1980, which we refer to as the "Superfund" law. Under an order entered into
with the EPA, we completed a remedial investigation and engaged in a feasibility
study to determine the extent of the environmental contamination. The remedial
investigation report was finalized on January 21, 1999 and approved by the EPA
in February 1999. The final draft feasibility study was submitted for EPA review
in December 1999, and we expect that the feasibility study will be finalized by
the fourth quarter of 2001. The ultimate outcome and any potential costs
associated with this matter are estimated to be between approximately $5 million
and $30 million.

In addition, we are involved in several actions in U.S. and non-U.S. courts
involving allegations by numerous Central American and Philippine plaintiffs
that they were injured during the 1970s and 1980s by exposure to a nematocide
containing the chemical Dibromochloropropane.

ENVIRONMENTAL AND OTHER REGULATION OF OUR BUSINESS COULD ADVERSELY IMPACT US BY
INCREASING OUR PRODUCTION COST OR RESTRICTING OUR ABILITY TO IMPORT CERTAIN
PRODUCTS INTO THE UNITED STATES.

Our business depends on the use of fertilizers, pesticides and other
agricultural products. The use and disposal of these products in some
jurisdictions are subject to regulation by various agencies. A decision by a
regulatory agency to significantly restrict the use of such products that have
traditionally been used in the cultivation of one of our principal products
could have an adverse impact on us. For example, methyl bromide, a pesticide
used for fumigation of imported produce (principally melons) for which there is
currently no known substitute, is currently scheduled to be phased out in the
United States in 2006. Also, under the Federal Insecticide, Fungicide and
Rodenticide Act, the Federal Food, Drug and Cosmetic Act and the Food Quality
Protection Act of 1996, the EPA is undertaking a series of regulatory actions
relating to the evaluation and use of pesticides in the food industry. These
actions and future actions regarding the availability and use of pesticides
could have an adverse effect on us. In addition, if a regulatory agency were to
determine that we are not in compliance with a regulation in that agency's
jurisdiction, this could result in substantial penalties and could also result
in a ban on the sale of part or all of our products in that jurisdiction.

WE ARE EXPOSED TO POLITICAL, ECONOMIC AND OTHER RISKS FROM OPERATING A
MULTINATIONAL BUSINESS.

Our business is multinational and subject to the political, economic and
other risks that are inherent in operating in numerous countries. These risks
include those of adverse government regulation, including the imposition of
import and export duties and quotas, currency restrictions, expropriation and
potentially burdensome taxation. For example, banana import regulations have
restricted our access to the European Union banana market and increased the cost
of doing business in the European Union. This banana import license system is
scheduled to remain in effect until December 31, 2005. The potential risks of
operating a multinational business may be greater in countries where our
activities are a significant factor in the country's economy, which is
particularly true of our banana, pineapple and melon operations in Costa Rica
and our banana and melon operations in Guatemala.

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14

We have a disagreement with the Government of Cameroon with respect to its
intended privatization of certain banana plantations with which we have
contracts to purchase their banana production. We disagree over the amount of
acreage that can be privatized and the date of the intended privatization. The
Government of Cameroon commenced procedures for the privatization of these
banana plantations through an auction process, but the process resulted in no
bidders. We cannot predict whether or when the Government of Cameroon will again
attempt to privatize the banana plantations. Since bananas produced in Cameroon
benefit from certain banana import preferences and tax exemptions in the
European Union, privatization may have a negative effect on our results of
operations.

Several Central and South American countries in which we operate have
established "minimum" export prices for bananas that are used as the reference
point in banana purchase contracts from independent producers, thus limiting our
ability to negotiate lower purchase prices. These minimum export price
requirements could potentially increase the cost of sourcing bananas in
countries that have established such requirements.

We are also subject to a variety of government regulations in countries
where we market our products, including the United States, the countries of the
European Union, Japan, South Korea and China. Examples of the types of
regulation we face include:

- sanitary regulations;

- regulations governing pesticide use and residue levels; and

- regulations governing packaging and labeling.

If we fail to comply with applicable regulations, it could result in an
order barring the sale of part or all of a particular shipment of our products
or, possibly, the sale of any of our products for a specified period. Such a
development could result in significant losses and could weaken our financial
condition.

THE DISTRIBUTION OF OUR FRESH PRODUCE IN EUROPE COULD BE ADVERSELY AFFECTED IF
WE FAIL TO MAINTAIN OUR DISTRIBUTION ARRANGEMENTS.

We import and distribute much of our fresh produce in Europe through
marketing companies or partnerships with which we have exclusive arrangements or
that distribute our products on a commission basis. If any of these arrangements
were terminated, our ability to import and distribute products in these regions
could be significantly limited.

ACTS OR OMISSIONS OF OTHER COMPANIES COULD ADVERSELY AFFECT THE VALUE OF THE DEL
MONTE(R) BRAND.

We depend on the DEL MONTE(R) brand in marketing our fresh produce. We
share the DEL MONTE(R) brand with unaffiliated companies that manufacture,
distribute and sell canned or processed fruits and vegetables, dried fruit,
snacks and other products. Acts or omissions by these companies, including an
instance of food-borne contamination or disease, may adversely affect the value
of the DEL MONTE(R) brand. Our reputation and the value of the DEL MONTE(R)
brand may be adversely affected by negative consumer perception of this brand.

OUR SUCCESS DEPENDS ON THE SERVICES OF OUR SENIOR EXECUTIVES, THE LOSS OF WHOM
COULD DISRUPT OUR OPERATIONS.

Our ability to maintain our competitive position is dependent to a large
degree on the services of our senior management team. We may not be able to
retain our existing senior management personnel or to attract additional
qualified senior management personnel.

OUR ACQUISITION AND EXPANSION STRATEGY MAY NOT BE SUCCESSFUL.

Our growth strategy is based in part on growth through acquisitions or
expansion, which poses a number of risks. We may not be successful in
identifying appropriate acquisition candidates, consummating acquisitions on
satisfactory terms or integrating any newly acquired or expanded business with
our current operations. We may issue ordinary shares, incur long-term or
short-term indebtedness, spend cash or use a
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15

combination of these for all or part of the consideration paid in future
acquisitions or to expand our operations. We also are currently subject to
contractual limitations on our ability to effect acquisitions under our credit
facility. While we regularly evaluate various acquisition opportunities, we have
no present commitments or agreements with respect to any material acquisition.

OUR INDEBTEDNESS COULD LIMIT OUR FINANCIAL AND OPERATING FLEXIBILITY AND SUBJECT
US TO OTHER RISKS.

At June 29, 2001, our total debt, including current maturities and capital
lease obligations, was $382.5 million and our total debt to total capitalization
ratio was approximately 42%. This level of indebtedness could have significant
consequences because:

- a substantial portion of our net cash flow from operations must be
dedicated to debt service and will not be available for other purposes;

- our ability to obtain additional debt financing in the future for working
capital, capital expenditures or acquisitions may be limited either by
financial considerations or due to covenants in existing loan agreements;
and

- our level of indebtedness may limit our flexibility in reacting to
changes in the industry and economic conditions generally.

Our ability to meet our financial obligations will depend on our future
performance, which will be affected by prevailing economic conditions and
financial, business and other factors, some of which are beyond our control. Our
ability to meet our financial obligations also may be adversely affected by the
seasonal nature of our business, the cyclicality of agricultural commodity
prices, the susceptibility of our product sourcing to crop disease or severe
weather conditions and other factors.

Since we are a holding company, our ability to meet our financial
obligations depends primarily on receiving sufficient funds from our
subsidiaries. The payment of dividends or other distributions to us by our
subsidiaries may be restricted by the provisions of our credit agreements and
other contractual requirements and by applicable legal restrictions on payment
of dividends.

If we were unable to meet our financial obligations, we would be forced to
pursue one or more alternative strategies such as selling assets, restructuring
or refinancing our indebtedness or seeking additional equity capital, which
strategies might not be successful. Additional sales of our equity capital could
substantially dilute the ownership interest of existing shareholders.

Our credit facility imposes operating and financial restrictions on our
activities. Our failure to comply with the obligations under this facility,
including maintenance of financial ratios, could result in an event of default,
which, if not cured or waived, would permit acceleration of the indebtedness due
under the facility.

WE ARE CONTROLLED BY OUR PRINCIPAL SHAREHOLDERS.

IAT Group Inc. and its current shareholders, members of the Abu-Ghazaleh
family, are our principal shareholders and currently directly and indirectly
beneficially own approximately 67% of our outstanding ordinary shares. Our
chairman and chief executive officer, and two other directors, are members of
the Abu-Ghazaleh family. We expect our principal shareholders to continue to use
their majority interest in the ordinary shares to direct our management, to
control the election of our entire board of directors, to determine the method
and timing of the payment of any dividends, to determine substantially all other
matters requiring shareholder approval and to control us. The concentration of
our beneficial ownership may have the effect of delaying, deterring or
preventing a change in control, may discourage bids for the ordinary shares at a
premium over their market price and may otherwise adversely affect the market
price of the ordinary shares.

A SUBSTANTIAL NUMBER OF OUR ORDINARY SHARES ARE AVAILABLE FOR SALE IN THE PUBLIC
MARKET AND SALES OF THOSE SHARES COULD ADVERSELY AFFECT OUR SHARE PRICE.

Future sales of the ordinary shares by our principal shareholders, or the
perception that such sales could occur, could adversely affect the prevailing
market price of our ordinary shares. Of the 56,969,600 ordinary
11
16

shares to be outstanding following this offering based on shares outstanding as
of August 31, 2001, 31,884,200 ordinary shares are "restricted securities."
These "restricted" ordinary shares are registrable upon demand and are eligible
for sale in the public market without registration under the Securities Act of
1933, subject to compliance with the resale volume limitations and other
restrictions of Rule 144 under the Securities Act.

OUR ORGANIZATIONAL DOCUMENTS CONTAIN A VARIETY OF ANTI-TAKEOVER PROVISIONS THAT
COULD DELAY, DETER OR PREVENT A CHANGE IN CONTROL.

Various provisions of our organizational documents and Cayman Islands law
may delay, deter or prevent a change in control of us that is not approved by
our board of directors. These provisions include:

- a classified board of directors;

- a prohibition on shareholder action through written consents;

- a requirement that general meetings of shareholders be called only by a
majority of the board of directors or by the Chairman of the Board;

- advance notice requirements for shareholder proposals and nominations;

- limitations on the ability of shareholders to amend, alter or repeal our
organizational documents; and

- the authority of the board of directors to issue preferred shares with
such terms as the board of directors may determine.

In addition, a change of control would constitute an event of default under
our credit facility which would have a material adverse effect on us. These
provisions also could delay, deter or prevent a takeover attempt.

OUR SHAREHOLDERS HAVE LIMITED RIGHTS UNDER CAYMAN ISLANDS LAW.

We are incorporated under the laws of the Cayman Islands, and our corporate
affairs are governed by our memorandum of association and our articles of
association and by the Companies Law (2001 Second Revision) of the Cayman
Islands. Principles of law relating to matters such as the validity of corporate
procedures, the fiduciary duties of our management, directors and controlling
shareholders and the rights of our shareholders differ from those that would
apply if we were incorporated in a jurisdiction within the United States.
Further, the rights of shareholders under Cayman Islands law are not as clearly
established as the rights of shareholders under legislation or judicial
precedent applicable in most U.S. jurisdictions. As a result, our public
shareholders may have more difficulty in protecting their interests in the face
of actions by the management, directors or controlling shareholders than they
might have as shareholders of a corporation incorporated in a U.S. jurisdiction.
In addition, there is doubt as to whether the courts of the Cayman Islands would
enforce, either in an original action or in an action for enforcement of
judgments of U.S. courts, liabilities that are predicated upon the U.S. federal
securities laws.

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FORWARD-LOOKING STATEMENTS

This prospectus, information included in future filings by us and
information contained in written materials, press releases and oral statements
issued by or on behalf of us contain, or may contain, statements that constitute
forward-looking statements. These statements appear in a number of places in
this prospectus and include statements regarding the intent, belief or current
expectations of us or our officers (including statements preceded by, followed
by or that include the words "believes", "expects", "anticipates" or similar
expressions) with respect to various matters, including without limitation (1)
our anticipated needs for, and the availability of, cash, (2) our liquidity and
financing plans, (3) trends affecting our financial condition or results of
operations, including anticipated fresh produce and non-produce sales price
levels and anticipated expense levels, (4) our plans for expansion of our
business (including through acquisitions) and cost savings, (5) the impact of
competition and (6) the resolution of certain legal and environmental
proceedings. All forward-looking statements in this prospectus are based on
information available to us on the date hereof, and we assume no obligation to
update any such forward-looking statements.

The forward-looking statements are not guarantees of future performance and
involve risks and uncertainties. It is important to note that our actual results
may differ materially from those in the forward-looking statements as a result
of various factors. The accompanying information contained in this prospectus,
including, without limitation, the information under "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," identifies important factors that could cause actual results to
differ materially from those in the forward-looking statements.

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USE OF PROCEEDS

Assuming a public offering price of $15.15 per share, the last reported
sale price of our ordinary shares on the New York Stock Exchange on September 7,
2001, we estimate that we will receive net proceeds from the offering of
approximately $42.5 million, after deducting the underwriting discount and
estimated offering expenses payable by us of $0.3 million. We will not receive
any of the proceeds from the sale of ordinary shares by our principal
shareholder.

We intend to use the net proceeds of the offering to repay borrowings under
our revolving line of credit. Amounts repaid under our revolving line of credit
may be reborrowed for general corporate purposes, which may include
acquisitions. As of June 29, 2001, there was an aggregate of $150.1 million in
principal amount outstanding under the revolving line of credit, which at that
date bore interest at a weighted average rate of 6.46%. Our revolving line of
credit expires on May 19, 2003.

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PRICE RANGE OF ORDINARY SHARES

Our ordinary shares have been listed on the New York Stock Exchange under
the symbol "FDP" since October 24, 1997, the date of our initial public
offering. The following table sets forth the high and low sale prices of our
ordinary shares for the quarters (or portion thereof) indicated as reported on
the New York Stock Exchange Composite Tape:

HIGH LOW
------ ------

1999
First quarter............................................. $21.00 $15.25
Second quarter............................................ $18.50 $12.88
Third quarter............................................. $15.69 $10.50
Fourth quarter............................................ $11.38 $ 6.31
2000
First quarter............................................. $ 9.75 $ 6.75
Second quarter............................................ $ 9.94 $ 6.06
Third quarter............................................. $ 7.06 $ 5.38
Fourth quarter............................................ $ 6.44 $ 3.38
2001
First quarter............................................. $ 8.89 $ 4.56
Second quarter............................................ $11.08 $ 5.75
Third quarter (through September 7, 2001)................. $15.95 $10.46

DIVIDEND POLICY

We have not declared or paid any cash or other dividends on our ordinary
shares since our initial public offering in October 1997. Although we have no
current plans to do so, we may pay cash or other dividends in the future. Any
future payment of dividends is at the discretion of our board of directors and
will depend upon, among other factors, our results of operations, financial
condition, capital requirements and contractual restrictions.

Under Cayman Islands law, we may declare cash or other dividends only out
of profits or out of our share premium account if, after the dividend, we would
have the ability to pay our debts as they become due. If we decide to pay cash
dividends, they will be paid in dollars. Because we are a holding company, our
ability to pay dividends or make distributions will depend on our receiving
dividends or other payments from our principal operating subsidiaries. In
addition, our credit facility limits our ability to pay cash or other dividends.

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CAPITALIZATION

The following table sets forth, as of June 29, 2001, our actual
capitalization and our capitalization as adjusted to give effect to the sale by
us of 3,000,000 ordinary shares in the offering and the application of the $42.5
million of net proceeds from the offering received by us, assuming a public
offering price of $15.15 per share, to the repayment of borrowings under our
revolving line of credit. You should read the following table in conjunction
with the consolidated financial statements and related notes and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included elsewhere in this prospectus.

AS OF JUNE 29,
2001
--------------------
ACTUAL AS ADJUSTED
------ -----------
(IN MILLIONS)

Long-term debt (excluding short-term portion):
Revolving line of credit.................................. $150.1 $107.6
Term loan................................................. 108.0 108.0
Vessel loans.............................................. 39.2 39.2
Capital lease obligations................................. 17.7 17.7
Other loans............................................... 11.6 11.6
------ ------
Total long-term debt.............................. 326.6 284.1
Minority interest........................................... 11.8 11.8
Shareholders' equity:
Preferred shares, $.01 par value; 50,000,000 shares
authorized; none issued or outstanding on an actual or
on an as adjusted basis................................ -- --
Ordinary shares, $.01 par value; 200,000,000 shares
authorized; 53,770,600 shares issued and outstanding on
an actual basis and 56,770,600 shares issued and
outstanding on an as adjusted basis(1)................. 0.5 0.6
Paid-in capital........................................... 327.2 369.6
Retained earnings......................................... 222.8 222.8
Accumulated other comprehensive loss...................... (11.8) (11.8)
------ ------
Total shareholders' equity........................ 538.7 581.2
------ ------
Total capitalization.............................. $877.1 $877.1
====== ======

---------------

(1) The 56,770,600 ordinary shares to be outstanding after the offering is based
on shares outstanding as of June 29, 2001 and excludes 4,210,030 shares
issuable upon exercise of options granted under our share option plans with
a weighted average exercise price of $10.705.

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SELECTED CONSOLIDATED FINANCIAL INFORMATION

Our fiscal year end is the last Friday of the calendar year or the first
Friday subsequent to the end of the calendar year, whichever is closest to the
end of the calendar year. The following selected consolidated financial
information for the years ended December 27, 1996, December 26, 1997, January 1,
1999, December 31, 1999 and December 29, 2000, is derived from our audited
consolidated financial statements prepared in accordance with accounting
principles generally accepted in the United States. The selected consolidated
financial information for the six-month periods ended June 30, 2000 and June 29,
2001 is derived from our unaudited consolidated financial statements. In the
opinion of our management, such unaudited consolidated financial statements have
been prepared on the same basis as the audited consolidated financial statements
referred to above and include all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of our consolidated
financial position and results of operations for the indicated periods.
Operating results for the six months ended June 29, 2001 are not necessarily
indicative of the results that may be expected for the full year. The following
data should be read in conjunction with our consolidated financial statements,
related notes and other financial information included elsewhere in this
prospectus.

YEAR ENDED SIX MONTHS ENDED
----------------------------------------------------------------------- -------------------------
DECEMBER 27, DECEMBER 26, JANUARY 1, DECEMBER 31, DECEMBER 29, JUNE 30, JUNE 29,
1996(1) 1997(1) 1999(1) 1999(1) 2000 2000 2001
------------ ------------ ----------- ------------ ------------ ----------- -----------
(DOLLARS IN MILLIONS, EXCEPT SHARE DATA)

INCOME STATEMENT DATA:
Net sales................... $ 278.3 $ 1,452.4 $ 1,600.1 $ 1,743.2 $ 1,859.3 $ 1,052.3 $ 1,075.3
Cost of products sold....... 249.3 1,288.7 1,405.4 1,592.6 1,692.4 932.7 908.6
---------- ----------- ----------- ----------- ----------- ----------- -----------
Gross profit................ 29.0 163.7 194.7 150.6 166.9 119.6 166.7
Selling, general and
administrative expenses... 11.5 51.4 58.3 63.5 80.9 39.0 45.2
Amortization of goodwill.... -- 1.5 1.7 2.6 3.4 1.7 1.7
Acquisition-related
expenses.................. -- -- 4.0 -- -- -- --
Hurricane Mitch charge...... -- -- 26.5 -- -- -- --
---------- ----------- ----------- ----------- ----------- ----------- -----------
Operating income............ 17.5 110.8 104.2 84.5 82.6 78.9 119.8
Interest expense............ 12.8 45.7 30.3 30.2 43.2 21.7 20.2
Interest income............. 1.0 5.6 4.3 2.6 2.7 1.3 0.8
Other income (loss), net.... 1.7 6.0 11.4 14.7 (6.1) (0.8) (6.2)
---------- ----------- ----------- ----------- ----------- ----------- -----------
Income before provision
(benefit) for income taxes
and extraordinary
charge.................... 7.4 76.7 89.6 71.6 36.0 57.7 94.2
Provision (benefit) for
income taxes.............. (0.6) 13.1 12.2 14.7 2.9 2.0 11.6
---------- ----------- ----------- ----------- ----------- ----------- -----------
Income before extraordinary
charge.................... 8.0 63.6 77.4 56.9 33.1 55.7 82.6
Extraordinary charge on
early extinguishment of
debt...................... -- 10.4 18.1 -- -- -- --
---------- ----------- ----------- ----------- ----------- ----------- -----------
Net income.................. $ 8.0 $ 53.2 $ 59.3 $ 56.9 $ 33.1 $ 55.7 $ 82.6
========== =========== =========== =========== =========== =========== ===========
Redemption premium,
dividends and accretion on
convertible preferred
shares.................... -- (22.5) -- -- -- -- --
Net income applicable to
ordinary shareholders..... $ 8.0 $ 30.7 $ 59.3 $ 56.9 $ 33.1 $ 55.7 $ 82.6
Diluted per share amounts
applicable to ordinary
shareholders:
Income before
extraordinary charge.... $ 1.20 $ 0.94 $ 1.44 $ 1.06 $ 0.62 $ 1.04 $ 1.53(2)
Extraordinary charge...... -- (0.24) (0.34) -- -- -- --
Net income................ $ 1.20 $ 0.70 $ 1.10 $ 1.06 $ 0.62 $ 1.04 $ 1.53(2)

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Weighted average number of
ordinary shares
outstanding:
Basic..................... 6,687,776 43,765,188 53,632,656 53,763,600 53,763,600 53,763,600 53,764,691
Diluted................... 6,687,776 43,765,188 53,774,831 53,805,237 53,764,383 53,765,166 53,906,560
BALANCE SHEET DATA (AT
PERIOD END):
Cash and cash equivalents... $ 32.4 $ 85.7 $ 32.8 $ 31.2 $ 10.6 $ 11.9 $ 9.8
Working capital............. 85.2 134.6 177.2 203.7 156.9 177.7 112.7
Total assets................ 920.8 1,009.3 1,034.0 1,216.2 1,221.6 1,205.8 1,235.8
Total debt.................. 438.6 354.1 354.2 504.1 485.5 448.9 382.5
Convertible preferred
shares.................... 46.0 -- -- -- -- -- --
Ordinary shares............. 0.4 0.5 0.5 0.5 0.5 0.5 0.5
Paid-in capital............. 129.4 311.7 327.1 327.1 327.1 327.1 327.2
Shareholders' equity........ $ 147.0 $ 342.8 $ 382.5 $ 425.8 $ 457.2 $ 479.9 $ 538.7

---------------

(1) On September 17, 1998, we acquired 14 wholly-owned operating companies,
referred to as IAT, from IAT Group Inc. and its shareholders. We refer to
this combination as the IAT transaction. At the time of the IAT transaction,
IAT Group Inc. owned approximately 86% of FG Holdings Limited, which in turn
owned approximately 63% of Fresh Del Monte. As a result, the IAT transaction
was accounted for as a combination of entities under common control using
the as if pooling of interests method of accounting.

Under the as if pooling of interests method of accounting, our historical
results have been restated to combine the operations of Fresh Del Monte and
IAT for all periods subsequent to August 29, 1996, the date Fresh Del Monte
and IAT came under common control. The recorded assets and liabilities of
Fresh Del Monte and IAT were carried forward to our consolidated financial
statements at their historical amounts and consolidated earnings include
the earnings of Fresh Del Monte and IAT for all periods subsequent to the
date Fresh Del Monte and IAT came under common control. Our results prior
to August 29, 1996 reflect the results of IAT only.

We were organized in August 1996 to acquire all of the outstanding capital
stock of Fresh Del Monte Produce N.V., which we refer to as FDP N.V., and
Global Reefer Carriers, Ltd., which we refer to as GRC. The acquisition of
FDP N.V. and GRC, which was accounted for as a purchase, was completed on
December 20, 1996. The results of operations of FDP N.V. and GRC have been
included in our results since December 21, 1996.

Prior to 1999, IAT's fiscal year end was September 30. In 1999, IAT's
fiscal year end was changed to conform to Fresh Del Monte's fiscal year
end. As a result, the selected consolidated financial information above
includes balance sheet data and income statement data for IAT as of and for
each of the years ended September 30, 1996, 1997 and 1998. As a result of
the change in IAT's year end, the results of operations for IAT for the
period October 1, 1998 to January 1, 1999, a net loss of $7.6 million, are
not included in any of the periods presented in the income statement data,
but are reflected as an adjustment to retained earnings as of January 2,
1999.

(2) For the six months ended June 29, 2001, basic per share income before
extraordinary charge and basic per share net income were $1.54. For all
other periods, basic and diluted per share amounts were the same.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

We are a leading vertically-integrated producer and marketer of high
quality fresh and packaged fresh-cut fruit and vegetables. Our products include
bananas, pineapples, cantaloupes, honeydew, watermelons, grapes, non-tropical
fruit (including citrus, apples, pears peaches, plums, nectarines, apricots and
kiwi), plantains, Vidalia(R) sweet onions and various greens. We market our
products worldwide under the DEL MONTE(R) brand, a symbol of product quality and
reliability since 1892. Our global sourcing and logistics system allows us to
provide regular delivery of consistently high quality produce and value-added
services to our customers.

NET SALES

Our net sales are affected by numerous factors including the balance
between the supply of and demand for our produce and competition from other
fresh produce companies. Our net sales are also dependent on our ability to
supply a consistent volume and quality of fresh produce to the markets we serve.
For example, seasonal variations in demand for bananas as a result of increased
supply and competition from other fruit are reflected in the seasonal
fluctuations in banana prices, with the first six months of each year generally
exhibiting stronger demand and higher prices, except in those years where an
excess supply exists.

Since our financial reporting currency is the dollar, our net sales are
significantly affected by fluctuations in the value of the currency in which we
conduct our sales versus the dollar, with a strong dollar versus such currencies
resulting in reduced net sales in dollar terms. Our net sales for 2000 decreased
by approximately $35.0 million, as compared to 1999, primarily as a result of a
strong dollar versus the Euro partially offset by a weaker dollar versus the
Japanese yen. Net sales in the first six months of 2001 decreased by
approximately $24.9 million as compared to the same period for the prior year as
a result of a stronger dollar versus the Euro and Japanese yen.

Our net sales growth in recent years has been achieved primarily through
increased sales volume in existing markets of other fresh produce, primarily
pineapples and melons, favorable pricing on the Del Monte Gold(R) Extra Sweet
pineapple, as well as acquisitions and expansion of value-added services such as
banana ripening. Our net sales growth in recent years is also attributable, to a
lesser extent, to a broadening of our product line with the expansion of our
fresh-cut fruit and vegetable and sweet onion business. We expect our net sales
growth to continue to be driven by increased sales volumes in our other fresh
produce segment.

COST OF PRODUCTS SOLD

Cost of products sold is principally composed of two elements, product and
logistics costs. Product cost for company-grown produce is primarily composed of
cultivation (the cost of growing crops), harvesting, packaging, labor,
depreciation and farm administration. Product cost for produce obtained from
independent growers is composed of produce cost and packaging costs. Logistics
costs include air, land and sea transportation and expenses related to port
facilities and distribution centers. Sea transportation cost is the most
significant component of logistics costs and is comprised of the cost of
chartering refrigerated vessels and vessel operating expenses. Vessel operating
expenses for company-owned vessels include operations, maintenance,
depreciation, insurance, fuel, the cost of which is subject to commodity price
fluctuations, and port charges. For chartered vessels, operating expenses
include fuel and port charges. Variations in containerboard prices, which affect
the cost of boxes and other packaging materials, and fuel prices, can have a
significant impact on our product cost and, accordingly, profit margins.
Containerboard, plastic, resin and fuel prices have historically been volatile.
Containerboard and fuel prices increased significantly in 2000 as compared to
1999. Containerboard and fuel prices on a per ton basis have recently declined
slightly.

Historically, we have received subsidies from the Costa Rican government
for the production and export of pineapples which we accounted for as a
reduction in cost of products sold. These subsidies, which were $9.3 million for
1999 and $8.2 million for 1998, expired on December 31, 1999.
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24

In general, changes in our volume of products sold can have a
disproportionate effect on our gross profit. Within any particular year, a
significant portion of our cost of products sold is fixed, both with respect to
company-owned operations and with respect to the cost of produce purchased from
independent growers from whom we have agreed to purchase all the products they
produce. Accordingly, higher volumes produced on company-owned farms directly
reduce the average per-box cost, while lower volumes directly increase the
average per-box cost. In addition, because the volume that will actually be
produced on farms owned by us and by independent growers in any given year
depends on a variety of factors, including weather, that are beyond our control
or the control of our independent growers, it is difficult to predict volumes
and per-box costs.

In 1998, Guatemalan banana operations were interrupted as a result of
Hurricane Mitch. The hurricane damage resulted in a one-time charge of $26.5
million for asset write offs and other costs, net of insurance proceeds and
reduced banana production by approximately six million and two million boxes in
1999 and 1998, respectively, or approximately 5% and 2%, respectively, of our
worldwide banana volume.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses include primarily the costs
associated with selling in countries where we have our own sales force,
advertising and promotional expenses, general corporate overhead and other
related administrative functions.

INTEREST EXPENSE

Interest expense consists primarily of interest on borrowings under working
capital facilities that we maintain and interest on other long-term debt
primarily for vessel purchases and capital lease obligations. Increases in
interest rates during 2000 significantly contributed to the increase in interest
expense. Interest rates in the first six months of 2001 have declined in
comparison to interest rates at the end of 2000 and the first six months of
2000. As a result, our interest expense has declined due to lower effective
interest rates and a lower average debt balance.

OTHER INCOME (LOSS), NET

Other income (loss), net, primarily consists of equity earnings in
unconsolidated companies, together with currency exchange gains or losses.

PROVISION FOR INCOME TAXES

Income taxes consist of the consolidation of the tax provisions, computed
on a separate entity basis, in each country in which we have operations. Since
we are a non-U.S. company with substantial operations outside the United States,
a substantial portion of our results of operations is not subject to U.S.
taxation. Many of the countries in which we operate have favorable tax rates. We
are subject to U.S. taxation on our distribution operations in the United
States. From time to time, tax authorities in various jurisdictions in which we
operate audit our tax returns and review our business structures and positions
and there are audits presently pending in various countries. There can be no
assurance that any tax audits, or changes in existing tax laws or
interpretations in countries in which we operate, will not result in an
increased effective tax rate for us.

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RESULTS OF OPERATIONS

The following table presents, for each of the periods indicated, certain
income statement data expressed as a percentage of net sales:

YEAR ENDED SIX MONTHS ENDED
---------------------------------------- -------------------
JANUARY 1, DECEMBER 31, DECEMBER 29, JUNE 30, JUNE 29,
1999 1999 2000 2000 2001
---------- ------------ ------------ -------- --------

INCOME STATEMENT DATA:
Net sales................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Gross profit................................ 12.2 8.6 8.9 11.4 15.5
Selling, general and administrative
expenses.................................. 3.6 3.6 4.4 3.7 4.2
Operating income............................ 6.5 4.8 4.4 7.5 11.1
Interest expense............................ 1.9 1.7 2.3 2.1 1.9
Income before extraordinary charge.......... 4.8 3.3 1.8 5.3 7.7
Net income.................................. 3.7 3.3 1.8 5.3 7.7

The following tables present for each of the periods indicated (1) net
sales by geographic region, (2) net sales by product category and (3) gross
profit by product category, and in each case, the percentage of the total
represented thereby:

YEAR ENDED SIX MONTHS ENDED
------------------------------------------------- -------------------------------
JANUARY 1, DECEMBER 31, DECEMBER 29, JUNE 30, JUNE 29,
1999 1999 2000 2000 2001
-------------- -------------- -------------- -------------- --------------
(DOLLARS IN MILLIONS)

NET SALES BY GEOGRAPHIC
REGION:
North America............ $ 781.0 49% $ 830.4 48% $ 922.2 50% $ 516.6 49% $ 561.3 52%
Europe................... 522.8 33 601.5 34 572.7 31 316.9 30 307.9 29
Asia-Pacific............. 237.7 15 280.7 16 324.5 17 195.4 19 180.4 17
Other.................... 58.6 3 30.6 2 39.9 2 23.4 2 25.7 2
-------- --- -------- --- -------- --- -------- --- -------- ---
Total............. $1,600.1 100% $1,743.2 100% $1,859.3 100% $1,052.3 100% $1,075.3 100%
======== === ======== === ======== === ======== === ======== ===
NET SALES BY PRODUCT
CATEGORY:
Bananas.................. $ 897.5 56% $ 951.3 55% $ 921.0 50% $ 514.4 49% $ 479.8 45%
Other fresh produce...... 638.2 40 701.3 40 838.9 45 485.1 46 541.6 50
Non-produce.............. 64.4 4 90.6 5 99.4 5 52.8 5 53.9 5
-------- --- -------- --- -------- --- -------- --- -------- ---
Total............. $1,600.1 100% $1,743.2 100% $1,859.3 100% $1,052.3 100% $1,075.3 100%
======== === ======== === ======== === ======== === ======== ===
GROSS PROFIT BY PRODUCT
CATEGORY:
Bananas.................. $ 32.7 17% $ (4.0) (3)% $ 6.3 4% $ 43.3 36% $ 42.3 25%
Other fresh produce...... 160.6 82 155.5 103 162.1 97 79.6 67 121.9 73
Non-produce.............. 1.4 1 (0.9) -- (1.5) (1) (3.3) (3) 2.5 2
-------- --- -------- --- -------- --- -------- --- -------- ---
Total............. $ 194.7 100% $ 150.6 100% $ 166.9 100% $ 119.6 100% $ 166.7 100%
======== === ======== === ======== === ======== === ======== ===

FIRST SIX MONTHS OF 2001 COMPARED WITH FIRST SIX MONTHS OF 2000

Net Sales

Net sales for the first six months of 2001 were $1,075.3 million compared
with $1,052.3 million for the first six months of 2000. The increase in net
sales of $23.0 million, or 2%, was attributable to the other fresh produce
category, partially offset by lower banana net sales. Net sales of other fresh
produce increased as a result of higher per unit sales prices of pineapples,
melons, non-tropical fruit and fresh-cut products, as well as higher sales
volumes of pineapples and fresh-cut products. Banana net sales decreased by
$34.6 million as compared with the prior year due in part to a planned reduction
in sales to selected less profitable markets. The fresh-cut operations
contributed $40.1 million to net sales in the first six months of 2001.

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Net sales were adversely affected by a stronger dollar versus the Euro and
Japanese yen. The net effect of foreign exchange in the first six months of 2001
compared with the same period of 2000 was a decrease in net sales of
approximately $24.9 million.

Cost of Products Sold

Cost of products sold was $908.6 million for the first six months of 2001
compared with $932.7 million for the first six months of 2000, a decrease of
$24.1 million. The decrease is primarily due to the planned reduction in banana
sales volume combined with lower sea transportation costs.

Gross Profit

Gross profit was $166.7 million for the first six months of 2001 compared
with $119.6 million for the same period in 2000, an increase of $47.1 million or
39%. As a percentage of net sales, gross profit margin increased to 15.5% in the
first six months of 2001 from 11.4% in the first six months of 2000 primarily
due to the higher net sales of other fresh produce, principally pineapples and
melons, and reduced sea transportation costs.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $6.2 million to
$45.2 million in the first six months of 2001 compared with $39.0 million for
the first six months of 2000. The increase is principally due to higher selling
and marketing expenses in North America combined with higher professional fees
and other expenses due to expansion of our business.

Operating Income

Operating income for the first six months of 2001 was $119.8 million
compared with $78.9 million for the same period in 2000, an increase of $40.9
million, or 52%. The increase is due primarily to an increase in gross profit,
partially offset by the increase in selling, general and administrative
expenses.

Other Loss, Net

Other loss, net increased by $5.4 million to a loss of $6.2 million for the
first six months of 2001 from a loss of $0.8 million for the first six months of
2001. The change was due primarily to lower equity earnings of unconsolidated
subsidiaries and the higher minority interest expense related to consolidated
subsidiaries which are not wholly-owned by us.

Provision for Income Taxes

Provision for income taxes increased from $2.0 million in the first six
months of 2000 to $11.6 million for the first six months of 2001 primarily due
to increased earnings in jurisdictions where tax rates are significantly higher
and where tax loss carryforwards cannot be utilized.

2000 COMPARED WITH 1999

Net Sales

In 2000 net sales were $1,859.3 million compared with $1,743.2 million for
1999, an increase of 7%. The increase in net sales of $116.1 million was
primarily the result of higher sales volume of other fresh produce, partially
offset by lower per unit sales volume of bananas and the effect of a stronger
dollar against the Euro.

Net sales of bananas decreased 3% in 2000 compared with 1999, as a result
of a planned 4% reduction in sales volume in Europe and North America and lower
per unit sales prices in Europe and the Asia-Pacific region, partially offset by
higher per unit sales prices in North America. The decrease in per unit sales
pricing in Europe and the Asia-Pacific region resulted from an oversupply in
these markets.

Net sales of other fresh produce increased by $137.6 million, or 20%, in
2000 compared with 1999 primarily due to an increase in unit sales volume of our
extra sweet pineapples, melons, non-tropical fruit and

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27

fresh-cut operations and higher per unit sales prices of all of the major
products. The increase in unit sales volume resulted from better yields from the
melon operations and the introduction of our fresh-cut operations in late 1999.
Our fresh-cut operations contributed $59.8 million to net sales in 2000.

Our net sales in 2000 were negatively impacted by the strengthening of the
dollar versus the Euro, partially offset by a weaker dollar versus the Japanese
yen. The net effect of foreign exchange for the year 2000 compared with 1999 was
a decrease of approximately $35.0 million in net sales.

Cost of Products Sold

Cost of products sold was $1,692.4 million for 2000 compared with $1,592.6
million for 1999, an increase of $99.8 million. The increase in cost of products
sold was principally attributable to the increased unit sales volume in the
other fresh produce segment.

Gross Profit

Gross profit was $166.9 million for 2000 compared with $150.6 million for
1999, an increase of $16.3 million or 11%. As a percentage of net sales, gross
profit remained relatively constant from 8.6% in 1999 to 8.9% in 2000. Gross
profit was favorably impacted by increased sales volumes of other fresh produce
and overall improved per unit sales prices, and negatively impacted by the
effect of foreign exchange and higher fuel and containerboard prices.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $17.4 million to
$80.9 million in 2000 compared with $63.5 million in 1999. This increase is
primarily the result of increased sales and marketing expenses related to the
expansion in North America, increased selling and marketing activities in the
Asia-Pacific region, an increase in bad debt expense in certain European
operations and increased sales volumes of other fresh produce.

Interest Expense

Interest expense increased $13.0 million to $43.2 million for 2000 compared
with $30.2 million in 1999, as a result of higher effective interest rates
during 2000 and a higher average debt balance.

Other Income (Loss), Net

Other income (loss), net was a loss of $6.1 million in 2000 compared to
income of $14.7 million in 1999. The loss in 2000 was due primarily to foreign
exchange losses and recognition of a $5.2 million loss due to a permanent
decline in market value on available-for-sale securities, partially offset by
equity income in unconsolidated subsidiaries. The income in 1999 was primarily
due to Hurricane Mitch insurance recoveries of $13.5 million.

Provision for Income Taxes

Provision for income taxes decreased from $14.7 million in 1999 to $2.9
million in 2000 primarily due to a decrease in taxable income in North America
and Europe.

1999 COMPARED WITH 1998

Net Sales

In 1999, net sales were $1,743.2 million compared with $1,600.1 million for
1998, an increase of 9%. The increase in net sales of $143.1 million was
primarily the result of higher sales volume of our major product categories,
bananas and other fresh produce, partially offset by lower per unit sales prices
of bananas.

Net sales of bananas increased 6% in 1999 compared with 1998, as a result
of increased sales volume in Europe and North America and higher per unit sales
prices in the Asia-Pacific region, partially offset by lower

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per unit sales prices in Europe and North America. Banana unit sales volume
increased 11% in 1999 compared with 1998 due primarily to unit sales volume
gains in the North American and European markets of 22% and 9%, respectively.
The increase in unit sales volume in North America and Europe resulted primarily
from incremental purchases from independent growers. The decrease in per unit
sales pricing in Europe and North America resulted from an oversupply in these
markets.

Net sales of other fresh produce increased 10% in 1999 compared with 1998
primarily due to higher unit sales volume in Europe and North America of 14% and
7%, respectively, partially offset by lower per unit sales prices. The increase
in unit sales volume in Europe and North America resulted from the conversion
and expansion of an existing pineapple plantation in Costa Rica.

Our net sales in 1999 were positively impacted by the weakening of the
dollar versus the Japanese yen, partially offset by the strengthening of the
dollar against European currencies in which our sales are denominated.

Cost of Products Sold

Cost of products sold was $1,592.6 million for 1999 compared with $1,405.4
million for 1998, an increase of $187.2 million. The increase in cost of
products sold was principally attributable to the increased unit sales volume.

Gross Profit

Gross profit was $150.6 million for 1999 compared with $194.7 million for
1998, a decrease of $44.1 million or 23%. As a percentage of net sales, gross
profit decreased from 12.2% in 1998 to 8.6% in 1999 and was negatively impacted
by lower per unit sales price of bananas in North America and Europe. The
negative impact of per unit banana sales prices was partially offset by higher
net sales in the other fresh produce combined with reduced cost of sea
transportation on a per unit basis.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $5.2 million to
$63.5 million in 1999 compared with $58.3 million in 1998. This increase is
primarily a result of increased selling and marketing expenses related to the
increase in sales volume together with an increase in professional fees.

Interest Expense

Interest expense of $30.2 million in 1999 remained relatively constant
compared with 1998.

Other Income, Net

Other income, net of $14.7 million in 1999 was $3.3 million higher than the
$11.4 million recorded in 1998. This change represents the proceeds from an
insurance claim related to Hurricane Mitch of $13.5 million, partially offset by
a decrease in equity earnings in unconsolidated subsidiaries and an increase in
currency exchange losses in 1999.

Provision for Income Taxes

Our effective income tax rate increased from 14% in 1998 to 21% in 1999
primarily due to an increase in taxable income for certain subsidiaries in
jurisdictions with higher tax rates.

SEASONALITY

In part as a result of seasonal sales price fluctuations, we have
historically realized substantially all of our gross profit during the first two
quarters of each year. The sales price of any fresh produce item fluctuates
throughout the year due to the supply of and demand for that particular item, as
well as the pricing and availability of other fresh produce items, many of which
are seasonal in nature. For example, the production of

24
29

bananas is continuous throughout the year and production is usually higher in
the second half of the year due to favorable growing conditions, but the demand
for bananas during that period varies because of the availability of seasonal
and alternative fruit. As a result, demand for bananas is seasonal and generally
results in higher sales prices during the first six months of each calendar
year, and generally results in negative gross profit margins for bananas during
the remainder of the year. We make most of our sales of non-tropical fruit
during the North American and European off-season from October to May. In the
melon market, the entry of many growers selling unbranded or regionally branded
melons during the peak North American and European melon growing season results
in greater supply, and therefore lower sales prices, from June to October.

These seasonal fluctuations are illustrated in the following table, which
presents certain unaudited quarterly financial information for the periods
indicated:

YEAR ENDED SIX MONTHS ENDED
--------------------------- ----------------
DECEMBER 31, DECEMBER 29, JUNE 29,
1999 2000 2001
------------ ------------ ----------------

NET SALES:
First quarter............................... $ 493.4 $ 536.1 $534.3
Second quarter.............................. 476.2 516.2 541.0
Third quarter............................... 369.1 395.8
Fourth quarter.............................. 404.5 411.2
-------- --------
Total............................... $1,743.2 $1,859.3
======== ========
GROSS PROFIT:
First quarter............................... $ 64.9 $ 71.3 $ 84.0
Second quarter.............................. 54.2 48.3 82.7
Third quarter............................... 26.2 21.9
Fourth quarter.............................. 5.3 25.4
-------- --------
Total............................... $ 150.6 $ 166.9
======== ========

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $156.9 million for the first
six months of 2001 compared to $92.7 million for the first six months of 2000.
This increase in cash provided by operating activities for the first six months
of 2001 was primarily attributable to the increase in net income combined with
higher balances in accounts payable and accrued expenses. Net cash provided by
operating activities for 2000 was $98.5 million, an increase of $59.6 million
from 1999. This increase in net cash provided by operating activities in 2000 is
primarily attributable to lower balances of inventory, prepaid expenses and
other current assets and a reduction in the growth of accounts receivable,
combined with changes in other noncurrent assets and liabilities.

Working capital was $112.7 million at June 29, 2001 and $156.9 million at
December 29, 2000, a decrease of $44.2 million.

Net cash used in investing activities for the first six months of 2001 was
$45.2 million compared with net cash used in investing activities of $40.5
million for the first six months of 2000. Net cash used in investing activities
for the first six months of 2001 consisted primarily of capital expenditures of
$32.3 million and the acquisition of the remaining 50% interest in a Chilean
subsidiary engaged in the production of grapes and non-tropical fruit for
approximately $13.8 million. Net cash used in investing activities for the first
six months of 2000 primarily consisted of capital expenditures of $38.1 million.
Net cash used in investing activities was $81.2 million for 2000, primarily
attributable to capital expenditures and purchases of subsidiaries. Capital
expenditures were $75.5 million for 2000, and were primarily for expansion of
our production and distribution facilities and the purchase of pre-owned
refrigerated vessels. Purchase of subsidiaries, net of cash acquired, totaled
$9.9 million for 2000 and was primarily for fresh-cut operations in the United
States and a fresh produce distribution operation in the United Kingdom.

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30

Net cash used in financing activities for the first six months of 2001 and
2000 was $112.7 million and $70.9 million, respectively. Net cash used in
financing activities for the first six months of 2001 and 2000 consisted
primarily of net repayments of long-term debt of $112.2 million and $65.8
million, respectively. Net cash used in financing activities for 2000 of $37.7
million was primarily for net repayments of long-term debt.

In recent years, we have financed our working capital and other liquidity
requirements primarily through cash from operations and borrowings under our
credit facility. We have a credit facility with Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland," New York Branch, which we
refer to as Rabobank. Our obligations under the credit facility are guaranteed
by certain of our subsidiaries. This credit facility includes a revolving line
of credit, letter of credit facility and foreign exchange contract facility of
up to $450 million and as of May 2000, a term loan of an additional $135
million. The credit facility is collateralized directly or indirectly by
substantially all of our assets. The revolving line of credit expires on May 19,
2003, and amounts outstanding under the revolving line of credit must be repaid
by that date. The revolving line of credit permits borrowings with an interest
rate based on a spread over LIBOR. The term loan is payable in quarterly
installments of $3.4 million which commenced in September 2000, and bears
interest based on a spread over LIBOR. The term loan matures on May 10, 2005
with a principal payment at maturity of $70.9 million. As of June 29, 2001, $2.6
million of the available credit line was applied towards the issuance of letters
of credit. The principal amount outstanding under the revolving line of credit
at June 29, 2001 was $150.1 million, bearing interest at a weighted average rate
of 6.46% at that date. The unpaid balance on the term loan was $121.5 million at
June 29, 2001, bearing interest at a rate of 7.65% at that date.

In connection with our credit facility, we entered into an interest rate
swap agreement expiring in 2003 with Rabobank International in order to limit
the effect of an increase in interest rates on a portion of the credit facility.
The notional amount of the swap decreases from $85.7 million as of June 29, 2001
to $53.6 million on July 30, 2002, and expires on January 30, 2003. The cash
differentials paid or received on the swap agreement are accrued and recognized
as adjustments to interest expense. Interest received related to the swap
agreement for the year ended 2000 was $0.3 million and interest paid related to
the swap agreement for the six months ended June 29, 2001 was $0.3 million.

As of June 29, 2001, we had $457.8 million in committed working capital
facilities, of which $299.1 million was available. The major portion of these
facilities is represented by the $450 million revolving line of credit.

As of June 29, 2001, we had $376.4 million of long-term debt and capital
lease obligations, including the current portion, consisting of $150.1 million
related to the revolving line of credit, $121.5 million related to the term
loan, $62.2 million of long-term debt related to refrigerated vessel loans,
$18.7 million of other long-term debt and $23.9 million of capital lease
obligations.

We plan capital expenditures of approximately $85 to $95 million during the
next 12 months principally for the addition of new distribution centers,
fresh-cut facilities and production operations, upgrades to our information
systems and maintenance and refurbishment of existing assets.

As of June 29, 2001, we had cash and cash equivalents of $9.8 million.

We believe that cash generated from operations, borrowings under our credit
facility and other available sources of liquidity will be sufficient to cover
our cash needs during the next 12 months. A variety of events could, however,
result in additional liquidity requirements, including the acceleration of some
or all of our planned capital expenditures or one or more strategic acquisitions
of complementary businesses. We also are involved in several legal and
environmental matters which, if not resolved in our favor, could require
significant cash outlays. See "Business -- Government
Regulation -- Environmental Matters" and "Business -- Legal Proceedings."

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk from changes in currency exchange rates and
interest rates which may adversely affect our results of operations and
financial condition. We seek to minimize the risks from these interest rate and
currency exchange rate fluctuations through our regular operating and financing
activities
26
31

and, when considered appropriate, through the use of derivative financial
instruments. Our policy is to not use financial instruments for trading or other
speculative purposes and is not to be a party to any leveraged financial
instruments.

We manage our currency exchange rate and interest rate risk by hedging a
portion of our overall exposure using derivative financial instruments. We also
have procedures to monitor the impact of market risk on the fair value of
long-term debt, short-term debt instruments and other financial instruments,
considering reasonably possible changes in currency exchange and interest rates.

Exchange Rate Risk

Because we conduct our operations in many areas of the world involving
transactions denominated in a variety of currencies, our results of operations
as expressed in dollars may be significantly affected by fluctuations in rates
of exchange between currencies. These fluctuations could be significant.
Approximately 44% of our net sales in 2000 was received in currencies other than
the dollar. We generally are unable to adjust our non-dollar local currency
sales prices to reflect changes in exchange rates between the dollar and the
relevant local currency. As a result, changes in exchange rates between Euro,
Japanese yen or other currencies in which we receive sale proceeds and the
dollar have a direct impact on our operating results. There is normally a time
lag between our sales and collection of the related sales proceeds, exposing us
to additional currency exchange rate risk.

To reduce currency exchange rate risk, we generally exchange local
currencies for dollars promptly upon receipt. We periodically enter into
currency forward contracts as a hedge against a portion of our currency exchange
rate exposures, however, we may decide not to enter into these contracts during
any particular period. At June 29, 2001, we had $47.4 million (notional amount)
of Euro currency forward contracts outstanding with an unrealized gain of $0.2
million and $58.2 million (notional amount) of Japanese yen currency forward
contracts outstanding with an unrealized gain of $2.4 million.

The results of a uniform 10% strengthening in the value of the dollar at
January 1, 2000 relative to the other currencies in which a significant portion
of our net sales are denominated would have resulted in a decrease in net sales
of approximately $45 million for the year ended December 29, 2000. This
calculation assumes that each exchange rate would change in the same direction
relative to the dollar. In addition to the direct effects of changes in exchange
rates quantified above, changes in exchange rates also affect the volume of
sales. Our sensitivity analysis of the effects of changes in currency exchange
rates does not factor in a potential change in sales levels or any offsetting
gains on currency forward contracts.

Interest Rate Risk

As described in Note 12 of the notes to our year-end audited consolidated
financial statements, our indebtedness is primarily variable rate. We use an
interest rate swap agreement to limit our exposure to short-term interest rate
movements under our credit agreement.

At June 29, 2001, our variable rate long-term debt had a carrying value of
$299.5 million. The fair value of the debt approximates the carrying value
because the variable rates approximate market rates. A 10% increase in the
period end interest rate would have resulted in a negative impact of
approximately $1.0 million on our results of operations for the six months ended
June 29, 2001.

At June 29, 2001, the notional amount of the interest rate swap agreement
was $85.7 million. The carrying value and fair value of this agreement was a
liability of $1.9 million at June 29, 2001. Based upon a hypothetical 10%
increase in the period end market interest rate, the fair value of this
instrument would have increased by approximately $0.4 million.

The above discussion of our procedures to monitor market risk and the
estimated changes in fair value resulting from our sensitivity analyses are
forward-looking statements of market risk assuming certain adverse market
conditions occur. Actual results in the future may differ materially from these
estimated results due to actual developments in the global financial markets.
The analysis methods we used to assess and mitigate risk discussed above should
not be considered projections of future events or losses.
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RECENT ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, "Business Combinations" (SFAS 141) and
No. 142, "Goodwill and Other Intangible Assets" (SFAS 142). SFAS 141 requires
all business combinations initiated after June 30, 2001 to be accounted for
using the purchase method and changes the criteria to recognize intangible
assets apart from goodwill. Under SFAS 142, goodwill and intangible assets with
indefinite lives are no longer amortized but are reviewed annually, or more
frequently if impairment indicators rise, for impairment. Separable intangible
assets that are not deemed to have indefinite lives will continue to be
amortized over their useful lives. The amortization provisions of SFAS 142 apply
to goodwill and intangible assets acquired after June 30, 2001. With respect to
goodwill and intangible assets acquired prior to July 1, 2001, we are required
to adopt SFAS 142 effective December 29, 2001. We are currently evaluating the
effect that adoption of the provisions of SFAS 142 may have on its results of
operations and financial position. However, we do not believe that the adoption
of SFAS 142 will have a material adverse effect on our operating results.

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BUSINESS

OVERVIEW

We have leading market positions in key fresh produce categories. We
believe we are:

- the number one marketer of fresh pineapples worldwide, including our Del
Monte Gold(R) Extra Sweet pineapple, with an estimated 52% market share
in 2000;

- the number one marketer of branded melons in the United States and the
United Kingdom;

- the third largest marketer of bananas worldwide, with an estimated 17%
market share in 2000;

- a leading year-round marketer of branded grapes in the United States;

- a leading marketer of branded citrus, apples, pears and other
non-tropical fruit in selected markets; and

- a leading marketer of Vidalia(R) sweet onions in the United States.

In 2000, we sold seven billion pounds of produce, with bananas representing
two-thirds of our sales by volume and the remaining volume consisting primarily
of pineapples, melons and grapes. Sales of bananas represented slightly less
than 50% of our net sales revenues in 2000, compared to 55% in 1999, as a result
of our efforts to reduce sales in unprofitable markets. We have further reduced
banana sales in selected unprofitable markets during 2001. We have also
increased sales of our other fresh products and extended our various product
lines. As a result of these product diversification efforts, the targeted
reductions in banana sales have been more than offset by sales of pineapples,
melons, grapes and our other products, including packaged fresh-cut fruit and
vegetables. For example, our annual fresh pineapple sales have more than doubled
since 1996 when we introduced our Del Monte Gold(R) Extra Sweet pineapple.

In the second quarter of 2001, we began reducing our exposure to seasonal
fluctuations in banana prices by entering into contracts with some of our
growers that link our cost for purchased bananas to market prices at the time of
sale. These contracts cover approximately 25% of our purchased bananas in
Central and South America, or 15% of our total banana volume. Where possible, we
will seek to extend this approach to other growers.

We are focused on increasing our profitability on a sustainable basis by
leveraging the DEL MONTE(R) brand and our vertically-integrated operations to
increase the market share of our most profitable products, further diversify our
product offering, increase the value-added services that we provide, broaden our
customer base and expand into new geographic markets. In particular, we plan to
continue to develop the market for our premium fresh fruit products, to develop
and market innovative new products, including fresh-cut fruit and

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vegetables, and to increase the value-added services we provide to our food
retailing and foodservice customers.

We source and distribute our products on a global basis. Our products are
grown primarily in Central and South America and the Philippines. We also source
products from North America, Africa and Europe. Our products are sourced from
company-controlled farms and independent growers. We transport our fresh produce
to markets using our fleet of 21 owned and 18 chartered refrigerated vessels,
and we operate four port facilities in the United States. We operate 27
distribution centers generally with cold storage and ripening facilities in our
key markets worldwide, including the United States, the United Kingdom, Japan,
Korea and Argentina. We also operate nine fresh-cut facilities in the United
States as well as Japan. Through our vertically-integrated network we manage the
transportation and distribution of our products in a continuous
temperature-controlled environment. This enables us to preserve quality and
freshness, and to optimize product shelf life, while ensuring timely and
year-round distribution. Furthermore, our position as a volume producer and
shipper of bananas allows us to lower our average per-box logistics cost and to
provide regular deliveries of our premium fresh fruit to meet the increasing
demand for year-round supply.

We market and distribute our products to retail stores, wholesalers,
distributors and foodservice operators in more than 50 countries around the
world. North America is our largest market, accounting for 50% of our net sales
in 2000. Europe and the Asia-Pacific region, including the Middle East, are our
other major markets, accounting for 31% and 17% of our net sales in 2000,
respectively. We are continuing to expand our network of distribution centers
and fresh-cut facilities throughout the United States and in Canada. These
investments address the growing demand from supermarket chains, club stores,
mass merchandisers and independent grocers to provide value-added services,
including the preparation of fresh-cut fruit and vegetables, ripening,
customized sorting and packing, direct-to-store delivery and in-store
merchandising and promotional support.

We have achieved successive annual increases in net sales, growing annual
revenues from $1.6 billion in 1998 to $1.9 billion in 2000, an increase of 16%.
Our net sales growth in recent years has been achieved primarily through
increased sales volume in existing markets of the other fresh produce segment,
primarily pineapples and melons, favorable pricing on the Del Monte Gold(R)
Extra Sweet pineapple, as well as acquisitions and expansion of value-added
services. In 2000, we recorded operating income of $82.6 million and net income
of $33.1 million. For the six months ended June 29, 2001, we recorded operating
income of $119.8 million and net income of $82.6 million.

INDUSTRY OVERVIEW

The worldwide fresh produce industry has grown rapidly in recent years. We
believe this is in part due to growing demand from increasingly health-conscious
consumers. For example, total fresh produce sales through all channels in the
United States, our largest market, were an estimated $71 billion in 1997, up
from an estimated $35 billion in 1987. Consumers are also demanding convenient,
ready-to-eat fresh-cut fruit and vegetables. While the size of the fresh-cut
market is difficult to estimate due to its highly fragmented nature, it is
estimated that the size of the U.S. market for these products has grown from $5
billion in 1994 to $8 billion in 1997, with the market expected to grow to an
estimated $19 billion by 2003.

Fresh produce has become a strategic focus for supermarkets as a result of
increasing consumer demand and relatively higher retail margins for fresh
produce. To capitalize on demand and pricing trends, retailers have repositioned
their produce departments by increasing their size, allocating more prime store
space to these products and offering a broader array of fresh and fresh-cut
produce. Between 1987 and 1997, the average U.S. supermarket doubled the number
of fresh produce items offered, which we also believe is due to increased
year-round availability of a greater variety of fresh produce items and consumer
preferences for a wide variety of produce and specialty produce items. These
factors have made the consistent supply of quality fresh produce a critical
consideration for food retailers.

The principal channels of distribution for fresh produce are retail stores
and foodservice operators. Retail stores include small convenience and other
local stores and regional and national supermarket chains. Non-traditional
outlets, such as supercenters and other mass merchandisers and club stores, are
a fast-growing distribution channel, particularly in the United States and
Europe. Foodservice operators include all types of
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fast food and fine dining restaurants, as well as hotels and other institutions,
including schools, hospitals and the military. While the overall fresh produce
industry remains relatively fragmented, distribution channels have consolidated
significantly in recent years, particularly in the United States. Consolidation
has allowed retailers to achieve greater cost savings through better supply
chain management and economies of scale in purchasing and advertising.

We believe food retailer consolidation, as well as the growing presence and
success of non-traditional outlets, will benefit global, integrated
producer-suppliers, like us, that can offer year-round, regular deliveries of
high quality fresh produce. This is particularly the case for nationwide
retailers that depend on uniform fresh produce quality throughout their
operations. We believe that these retailers will increasingly rely on companies
like us that can provide a high volume of fresh produce distributed within a
continuous temperature-controlled environment, thus ensuring a greater
consistency of appearance, freshness and shelf life. Consolidation has also
resulted in declining importance of wholesale markets as a distribution channel,
as larger retailers have increasingly demanded direct-to-store delivery by their
suppliers, as well as other value-added services.

Demographic changes, rising income and changing consumer preferences have
also contributed to the growing importance of foodservice operators in the fresh
produce industry, particularly in the United States. In 1997, these operators
accounted for approximately $35 billion of the U.S. fresh produce market,
compared to $12 billion in 1987. In addition to purchasing higher volumes of
fresh produce, foodservice operators have become important buyers of fresh-cut
produce as they have sought to reduce food waste and their own labor and other
costs. Since a large number of U.S. foodservice operators have national chains,
we believe that they will increasingly rely on national fresh produce suppliers
that can service a broader geographical area.

Bananas

Bananas are the leading internationally traded fresh fruit in terms of
volume and dollar sales and the best-selling fresh fruit in the United States.
Europe and North America are the world's largest banana markets, with annual
imports of 14 and ten billion pounds, respectively. The Asia-Pacific region
imports approximately five billion pounds per year. Bananas are a key produce
department product due to their high turnover and the premium margins that
grocers realize on banana sales.

Bananas have a relatively short growing cycle and are grown in tropical
locations with humid climates and heavy rainfall, such as Central and South
America, the Caribbean, the Philippines and Africa. Bananas are grown throughout
the year in these locations, although demand and prices fluctuate based on the
relative supply of bananas and the availability of seasonal and alternative
fruit.

Fresh Pineapples

During the period from 1990 to 1999, the volume of fresh pineapple imports
increased by approximately 141% in North America and 88% in Europe. In the
Asia-Pacific region, the volume of imports decreased slightly during that
period. In 1999, annual fresh pineapple consumption in the United States and
Canada reached approximately 700 million pounds. In the same year, fresh
pineapple imports into Europe and the Asia-Pacific region were approximately 1.2
billion pounds and 300 million pounds, respectively.

Pineapples are grown in tropical and sub-tropical locations, including the
Philippines, Costa Rica, Hawaii, Thailand, Malaysia, Indonesia and Africa. In
contrast to bananas, pineapples have a long growing cycle of 18 months, and
require recultivation after one to three harvests. Pineapple growing thus
requires a higher level of capital investment, as well as greater agricultural
expertise. We believe that these factors have made it relatively difficult for
small producers to enter the pineapple market.

While there are many varieties of pineapple, among the principal varieties
is the Champaka pineapple, which is the traditional conical shaped pineapple
with a light yellow flesh. While the Champaka pineapple has historically been
the most commonly available variety of fresh and canned pineapple, we believe
that the significant increase in fresh pineapple sales in recent years is due to
the introduction of premium pineapples,

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such as our Del Monte Gold(R) Extra Sweet pineapple, which has enhanced taste,
golden shell color, bright yellow flesh and higher vitamin C content.

Melons

Estimated at $1 billion in 1996, the global melon market is experiencing
growing demand. During the period from 1990 to 1999, the volume of imports of
cantaloupes and other melons increased by approximately 110% in North America
and 130% in Europe. Melons are one of the highest volume fresh produce items,
and this category includes many varieties, such as cantaloupe, honeydew and
watermelons. During the summer and fall growing seasons in the United States and
Europe, demand is met in large part by local suppliers of unbranded or
regionally branded melons. By contrast, in the November to May off-season in
North America and Europe, imports significantly increase, and melons command
premium prices. Melons are grown in temperate and tropical locations and have a
relatively short growing cycle.

Fresh Grapes

In the United States, approximately 15% of total grape production is used
for fresh consumption, with the remainder processed for the production of wine,
raisins, juices and canned products. The higher production costs and higher
product value of fresh grapes result from more intensive production practices
than are required for grapes grown for processing. Fresh grape consumption in
the United States increased 4% in 2000. While California supplies approximately
60% of total volumes, imports have made fresh table grapes available year-round
in the United States, with shipments mostly from Chile. Most of the U.S.
production is marketed from May through November. From December through April,
Chilean grapes dominate the market. The United States has experienced a
long-term rise in consumption of fresh grapes, which is currently estimated at
over eight pounds per capita. In addition to increased grape consumption,
consumers are also shifting their preferences towards seedless grapes.

Fresh-Cut Produce

The fresh-cut produce market first gained prominence in many U.S. and
European markets with the introduction of packaged salads. While packaged salads
continue to account for a large proportion of fresh-cut produce sales, the
category has expanded significantly to include pineapples, assorted melons,
broccoli, carrots, mushrooms and other produce that is washed, cut and packaged
in a ready-to-use form. It is estimated that approximately 76% of all U.S.
households now purchase fresh-cut produce at least once a month, and these
products account for a rapidly increasing share of total produce sales. Market
expansion has been driven largely by consumer demand for fresh, healthy and
ready-to-eat food alternatives, as well as significant demand from foodservice
operators. Within this market, we believe that there will be increasing
differentiation between companies active primarily in the packaged salad market
and other companies, like us, that can offer a wide variety of fresh-cut fruit
and vegetable items.

The majority of fresh-cut produce is sold to consumers through foodservice
operators, although retail stores are gaining market share. The majority of
fresh-cut products are offered by local or regional suppliers, and many retail
food stores conduct cutting operations on their own premises. We believe,
however, that outsourcing by food retailers will increase, particularly as food
safety regulations become more stringent and retailers demand more value-added
services. This trend should benefit large branded suppliers, like us, that are
better positioned to invest in fresh-cut facilities and to service regional and
national chains and foodservice operators, as well as supercenters, mass
merchandisers and club stores. We also believe that large branded suppliers will
benefit from merchandising, branding and other marketing strategies for
fresh-cut products, similar to those used for branded processed food products
which depend substantially on product differentiation.

COMPETITIVE STRENGTHS

The combination of the DEL MONTE(R) brand, our market leadership position
in key fresh produce categories, our vertically-integrated global operations,
continued innovations in our fresh produce business, our

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established position in the fresh-cut produce market and our strong
relationships with independent growers and our customers distinguishes us as a
world leader in the production, distribution and marketing of fresh and
fresh-cut fruit and vegetables.

- DEL MONTE(R) Brand. We enjoy significant international awareness of the
DEL MONTE(R) brand, which is a long-standing symbol of product quality
and reliability. This brand awareness allows us to gain ready acceptance
of new products, to expand into new markets and to realize premium
prices. For example, we believe that the growth of our fresh-cut fruit
and vegetables business is attributable in large part to the strength of
the DEL MONTE(R) brand.

- Market Leader. We have achieved leading market positions in a number of
key fresh produce categories. We believe our market leadership position
and diverse product offerings, combined with our reputation for quality,
consistency and service, establish us as a key supplier to retail stores
and foodservice operators. As a result, we are better positioned than
many of our competitors to offer new products under our brand, such as
Vidalia(R) sweet onions and specialty melons for selected European
markets, to extend our existing product lines and to provide value-added
services.

- Vertically-Integrated Global Operations. We control, manage or supervise
all aspects of the production, shipping, distribution and marketing of
our products. Our sourcing and logistics network enables us to market
fresh produce in virtually all major world markets and to effectively
manage supply imbalances among our various production and distribution
locations. Our logistics network, which includes air, land and sea
transportation and port facilities, as well as 27 distribution centers in
key markets worldwide, including the United States, the United Kingdom,
Japan, Korea and Argentina, enables us to ensure cost-effective regular
delivery to our major markets. Our vertically-integrated operations also
facilitate expansion of our product offerings without significant
incremental logistics costs.

- Established Position in the Fast-Growing Fresh-Cut Produce Market. By
leveraging the DEL MONTE(R) brand, our substantial experience in the
fresh-cut pineapple category and existing sources of fresh produce, as
well as our strong customer relationships and extensive logistics
network, we have been able to quickly establish a platform for future
growth in the packaged fresh-cut fruit and vegetables market, the
fastest-growing fresh produce category. We believe these products will
command higher margins for our produce and also enable us to efficiently
utilize a higher proportion of our production.

- New Product Development. We have been able to use our technological
expertise to extend our product lines, such as the development of our Del
Monte Gold(R) Extra Sweet pineapple. In addition, we have introduced
various cuts of frozen pineapple and frozen bananas for commercial
distribution to foodservice and other commercial operators.

BUSINESS STRATEGY

We are focused on increasing our profitability on a sustainable basis by
leveraging the DEL MONTE(R) brand and our vertically-integrated production,
logistics and marketing operations by implementing the following strategies:

- Build on Our Leading Market Positions in Key Fresh Produce
Categories. We plan to use our leading position in key fresh produce
categories to increase sales of our existing products and to
significantly diversify our product line. For example, the introduction
of our Del Monte Gold(R) Extra Sweet premium pineapple has enabled us to
substantially increase our share of the worldwide pineapple market. We
plan to leverage our leading market positions to further broaden product
offerings and value-added services provided to retail stores and
foodservice operators in each of our principal markets. Our sales and
marketing focus will continue to emphasize the wide array of fresh and
fresh-cut produce we offer, and we plan to continue to leverage our
established reputation to enter new markets.

- Increase the Value-Added Services That We Provide to Our Customers. We
are expanding our service offerings to include a wider range of
value-added services, such as preparation of fresh-cut fruit and
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vegetables, ripening, customized sorting and packing, direct-to-store
delivery and in-store merchandising and promotional support. We also
intend to increase the proportion of our sales made through our
distribution centers, where we believe our sales force is effective in
developing strong customer relationships. Our investment in distribution
centers and fresh-cut facilities to support these initiatives was
approximately $65 million during the period from 1997 through June 29,
2001 and we plan to spend an additional estimated $75 million through
2003. We believe that the trend toward consolidation among retail stores,
as well as the growing nationwide presence of foodservice operators,
supercenters, mass merchandisers and club stores, will provide us with
additional opportunities to increase our revenues from value-added
services.

- Expand Our Presence in the Fast-Growing Fresh-Cut Produce Market. We
believe that we are well positioned to expand our presence in the
packaged fresh-cut produce market as a result of the acquisitions we have
completed in the past two years and our continuing investment in this
category. For example, we are developing machinery and techniques to
automate our fresh-cut operations, and we plan to add several
state-of-the-art fresh-cut facilities. We are also increasing our
fresh-cut fruit and vegetable offering in major markets outside the
United States. We believe that our fresh-cut operations will make a
significant contribution to our profitability as demand for products in
this category continues to grow and we extend our fresh-cut product
offerings and expand our fresh-cut facilities.

- Continue to Leverage Our Vertically-Integrated Global Operations. We
believe that our integrated production, logistics and marketing
operations enable us to operate efficiently in our existing product lines
and to achieve profitability more rapidly in new product and geographic
markets. In addition, we have made significant improvements to our
systems to streamline inventory and account management. These
improvements have enhanced our ability to match our supply of fresh
produce with customer demand in key markets. In 2002, we plan to
introduce additional improvements to our information systems to increase
utilization of our logistics network in North America.

- Improve Profitability of Banana Operations. We believe we have taken the
industry lead in developing purchase contracts with certain of our banana
growers that reduce our exposure to seasonal fluctuations in banana
prices by linking our cost for purchased bananas to market prices at the
time of sale. Where possible, we will seek to extend this approach to
other growers. In addition, we will maintain reduced banana sales in
selected unprofitable markets.

- Continue to Control Costs. We intend to build upon our comprehensive
cost reduction program in order to reduce costs as appropriate. From 1997
to date, our cost reduction program has resulted in savings estimated at
more than $50 million. In particular, we have achieved substantial
reductions in banana production and shipping costs on a per-box basis.

PRODUCTS, SOURCING AND PRODUCTION

Our products are grown primarily in Central and South America. We also
source products from the Asia-Pacific region, North America, Africa and Europe.
In 2000, 32% of the fresh produce we sold was grown on company-controlled farms,
with the remaining 68% acquired through supply contracts with independent
growers.

We produce, source, distribute and market a broad array of fresh produce
throughout the world primarily under the DEL MONTE(R) brand, as well as under
other proprietary brands such as Fielder(R), Purple Mountain(R) and UTC(R).

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The following table indicates our net sales by product for the last three
fiscal years:

NET SALES BY PRODUCT
1998 1999 2000
------------------------------ ------------------------------- ---------------------------------
PERCENTAGE PERCENTAGE PERCENTAGE
OF OF OF
PRODUCT SALES NET SALES SALES NET SALES SALES NET SALES
------- ----------------- ----------- ---------------- ------------- ----------------- -------------
(DOLLARS IN MILLIONS)

Bananas........................... $ 897.5 56% $ 951.3 55% $ 921.0 50%
Other Fresh Produce:
Pineapples....................... $280.5 18% $311.1 17% $347.6 19%
Melons........................... 110.8 7 131.2 8 166.5 9
Grapes........................... 82.5 5 83.9 5 106.3 6
Non-Tropical Fruit............... 96.3 6 94.2 5 91.1 5
Other Fruit and Vegetables....... 45.7 3 54.2 3 67.6 3
Fresh-Cut Fruit and Vegetables... 22.4 1 26.7 2 59.8 3
------ --- ------ --- ------ ---
Total Other Fresh Produce......... 638.2 40 701.3 40 838.9 45
Non-Produce....................... 64.4 4 90.6 5 99.4 5
-------- ---- -------- ---- -------- ----
Total...................... $1,600.1 100% $1,743.2 100% $1,859.3 100%

Bananas

We believe that we are the world's third largest marketer of bananas with
an estimated 17% market share in 2000. Our banana sales in North America, Europe
and the Asia-Pacific region accounted for approximately 41%, 34% and 25% of our
net sales of bananas in 2000, respectively. We produced 21% of the banana volume
we sold in 2000 on company-controlled farms, and we purchased the remainder from
independent growers.

Bananas are the best-selling fresh produce item, as well as a high margin
product for many of our customers. Accordingly, our ability to provide our
customers with a year-round supply of high quality DEL MONTE(R) bananas is
important to maintaining our existing customer relationships and attracting new
customers. Our position as a volume shipper of bananas has also allowed us to
make regular shipments of a wide array of other fresh produce, such as
pineapples and melons and plantains, and reduce our average per-box logistics
costs. We believe that our investment in distribution centers will also improve
the profitability of our banana operations as we provide more ripening, cold
storage, direct-to-store delivery and other value-added services to our
customers.

We produce bananas on company-controlled farms in Costa Rica, Guatemala,
Brazil and Cameroon, and we purchase bananas from independent growers in the
Philippines, Costa Rica, Ecuador, Colombia, Guatemala and Panama. Although our
purchase contracts are primarily long-term, we also make purchases in the spot
market, primarily in Ecuador. In Ecuador and Costa Rica, there are minimum
export prices for sale of bananas.

In the second quarter of 2001, we began reducing our exposure to seasonal
fluctuations in banana prices by entering into purchase contracts with some of
our growers that link our cost for purchased bananas to market prices at the
time of sale. These purchase contracts cover approximately 25% of our purchased
bananas in Central and South America, or 15% of our total banana volume. Where
possible, we will seek to extend this approach to other growers.

Due in part to limitations in the Philippines on foreign ownership of land,
we purchase bananas in the Philippines through long-term contracts with
independent growers. Approximately two-thirds of our Philippine-sourced bananas
are supplied by one grower, representing 14% of our total banana volume in 2000.

Pineapples

Since the introduction in 1996 of our Del Monte Gold(R) Extra Sweet
pineapple, our share of the worldwide fresh pineapple market has grown
significantly to an estimated 52% in 2000 and our market share in the United
States was estimated at 73% in 2000. Pineapple sales in North America, Europe
and the Asia-Pacific region accounted for 63%, 23% and 14% of our net sales of
pineapples in 2000, respectively.

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From 1996 to 2001, our production of the Del Monte Gold(R) Extra Sweet
pineapple increased from 2.5 million boxes to 12 million boxes. Based on FAO
data, the volume of pineapple sales in the United States has increased
significantly since 1996. We believe that a substantial portion of this growth
is due to our introduction of the Del Monte Gold(R) Extra Sweet pineapple. We
expect to increase the sales volume of our extra sweet pineapples in the near
future with extra sweet pineapples grown in Hawaii and South America. The Del
Monte Gold(R) Extra Sweet pineapple has a number of highly desirable
characteristics such as enhanced taste, golden shell color, bright yellow flesh
and a higher vitamin C content as compared to traditional varieties of
pineapple, such as the Champaka pineapple.

Our pineapple business includes our frozen pineapple operations. We intend
to double the size of our Costa Rican frozen fruit facilities to take advantage
of the growing demand for these products, particularly by foodservice operators.
Frozen pineapples are used in a variety of preparations, including fruit-based
drinks, such as fruit smoothies and frozen dessert products.

The principal production and procurement areas for our pineapples are Costa
Rica, Hawaii and the Philippines. Cultivating pineapples requires greater
capital resources and significant agricultural expertise, effort and longer
growing time, relative to bananas. As a result, a higher percentage of the
pineapples we sell (75% by volume in 2000) is produced on company-controlled
farms than is the case for our bananas.

Melons

We sell a variety of melons including cantaloupe, honeydew, watermelon and
specialty melons that we have introduced to meet the different tastes and
expectations of consumers in Europe. Cantaloupes represented almost 75% of our
melon sales volume in 2000. We have become a significant producer and
distributor of melons during the North American and European October to May
off-season by sourcing melons from our company-controlled farms and independent
growers in Central and South America, where production generally occurs during
this period. We believe we were the largest marketer in the United States and
the United Kingdom of branded melons in 2000. Melons sold in the North American
and European off-season generally command a premium price due to the relative
scarcity of melons and alternative fruit. Melon sales in North America and
Europe accounted for 78% and 21% of our net sales of melons in 2000,
respectively. In terms of volume, we produced 66% of the melons we sold in 2000
on company-controlled farms and purchased the remainder from independent
growers.

We are able to provide our customers with a year-round supply of melons
from diverse sources. For example, we supply the North American market during
its summer season with melons from Arizona and California and the East Coast of
the United States, and we supply the European market during its summer season
with melons from Spain. We source off-season melons principally in Costa Rica,
Guatemala and Brazil.

We have also devoted significant research and development efforts towards
maintaining our expertise in melons, especially cantaloupes. Melon crop yields
are highly sensitive to weather conditions and are adversely affected by high
levels of precipitation. We have developed specialized melon growing technology
that we believe has reduced our exposure to the risk of intemperate weather
conditions and significantly increased our yields. Since melon production
requires semi-annual crop rotation, we own a relatively small percentage of
melon farms.

Grapes

We market all varieties of table grapes, including the popular Thompson,
Flame and Crimson seedless and Red Globe varieties. We believe grapes are among
the best-selling fresh produce items. We obtain our supply of grapes from
company-controlled farms in Chile and from independent growers in Chile, South
Africa and the United States. Purchase contracts for grapes are typically made
on an annual basis. Grape sales in North America and Europe accounted for
approximately 74% and 14% of our net sales of grapes in 2000, respectively. We
also sell grapes in certain local markets in South America. We produced 15% of
the grape volume we sold in 2000 on company-controlled farms, and we purchased
85% from independent growers. As

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with most of our fresh produce, we are able to supply grapes to our customers on
a year-round basis, and during the year-end holiday season in North America and
Europe, we are able to obtain premium prices.

Non-Tropical Fruit

In addition to grapes, we sell a variety of non-tropical fruit including
citrus, apples, pears, peaches, plums, nectarines, apricots and kiwi.
Non-tropical fruit sales in North America, Europe, the Asia-Pacific region and
South America accounted for approximately 30%, 34%, 22% and 14% of our net sales
of non-tropical fruit in 2000, respectively. A large portion of our citrus is
sold in the Asia-Pacific region. We purchase most of our supply of non-tropical
fruit from independent growers in Chile, South Africa, the United States and
Argentina. Purchase contracts for non-tropical fruit are typically made on an
annual basis.

Other Fruit and Vegetables

We produce, distribute and market a variety of other fruit, including
plantains and mangos, as well as other fresh produce, including Vidalia(R) and
other sweet onions. We also distribute packaged greens, principally collard,
turnip and mustard greens and kale. We source the fruit items from
company-controlled farms and independent growers in Costa Rica, Colombia,
Ecuador and Guatemala. We source our greens primarily from our own farms in
Georgia and independent growers in the Southeastern United States. In October
1998, we purchased a Vidalia(R) sweet onion farm and distribution facility in
Georgia. Although sweet onions are grown throughout the United States, a sweet
onion may only be labeled a Vidalia(R) sweet onion if it is grown in certain
counties in Georgia. We believe we are a leading marketer of Vidalia(R) sweet
onions in the United States.

Fresh-Cut Fruit and Vegetables

We believe that the fresh-cut fruit and vegetables market is one of the
fastest-growing categories in the fresh produce segment, largely due to consumer
trends favoring healthy and conveniently packaged ready-to-eat foods. We
established a platform in this industry through acquisitions that we have
completed in the past two years and by building upon our existing fresh-cut
pineapple business. We believe that our experience in this market, coupled with
our sourcing and logistics capabilities and the DEL MONTE(R) brand, will enable
us to achieve a leading position in this highly-fragmented market. Our fresh-cut
fruit products include pineapple, cantaloupe, honeydew, watermelons and grapes.
The fruit we use in our fresh-cut operations are sourced within our integrated
system of company-controlled farms and from independent growers. We also offer
fresh-cut vegetables, including broccoli, cauliflower, celery, carrots and
greens. We purchase most of our vegetables for these purposes from independent
growers in the United States. Our purchase contracts for both fruit and
vegetables are typically short-term but vary by produce item. Substantially all
of our fresh-cut products are sold in the United States, although we plan to
expand our fresh-cut operations to Europe and certain other major markets.

Our fresh-cut produce business also provides us with an opportunity to
further leverage our logistics network. We are currently able to make daily
delivery of fresh-cut fruit and vegetables to customers who are located within a
350-mile radius of our distribution centers that include fresh-cut facilities.
Many of the distribution centers that we are planning to add to our network will
also have state-of-the-art fresh-cut facilities with automated cutting
technology and machinery. We believe our integrated logistics network enables us
to ensure consistent delivery of high quality fresh-cut products. We also
believe that there is an increasing trend among many of our key customers to
outsource preparation of fresh-cut fruit. By establishing a nationwide network
of distribution centers and fresh-cut facilities in the United States, we
believe that we can capture an important share of the fresh-cut fruit and
vegetables market, particularly for nationwide retailers, supercenters, mass
merchandisers, club stores and foodservice operators that depend on nationwide
delivery capability and uniform fresh produce quality throughout their
operations.

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Non-Produce Products and Services

Our non-produce services include our third-party ocean freight container
business, our third-party plastics and box manufacturing business, our Jordanian
poultry business and our Argentine grain business. Our third-party ocean freight
container business allows us to generate incremental revenue on vessels' return
voyages to our product sourcing locations and, as space is available on outbound
voyages to our major markets, which reduces our overall shipping costs. As a
result, we believe our vessel utilization rate is above average for the fresh
produce industry. Our plastics and box manufacturing business produces bins,
trays, bags and boxes. Although this business is intended mainly to satisfy
internal packaging requirements, we also sell these products to third parties.
We own a state-of-the-art poultry farm and processing facility in Jordan that is
a leading provider to retail stores and foodservice operators in that country.
In addition, we grow grain on leased farms in Argentina, including corn used to
supply a portion of the feed requirements of our Jordanian poultry operations.
We own and operate grain silos in Argentina for the storage of grain grown by us
and third parties, which may be held for future sales.

LOGISTICS OPERATIONS

We market and distribute our products to retail stores, foodservice
operators, wholesalers and distributors in more than 50 countries around the
world. As a result, we conduct complex logistics operations on a global basis,
transporting our products from the countries in which they are grown to the many
markets in which they are sold worldwide. Maintaining fruit at the appropriate
temperature is an important factor in preventing its premature ripening and
optimizing product quality and freshness. Consistent with our reputation for
high quality fresh produce, we must preserve our fruit in a continuous
temperature-controlled environment, beginning with the harvesting of the fruit
in the field through its distribution to our end markets.

We have a fully-integrated logistics network, which includes air, land and
sea transportation through a broad range of refrigerated environments in
vessels, port facilities, containers, trucks and warehouses. Our objective is to
maximize utilization of our logistics network to lower our average per-box
logistics cost, while remaining sufficiently flexible to redeploy capacity or
shipments to meet fluctuations in demand in our key markets. We believe that our
control of the logistics process is a competitive advantage because we are able
to continuously monitor and maintain the quality of our produce and ensure
timely and regular distribution to customers on a year-round basis. Because
logistics costs are also our largest expense other than our cost of products, we
devote substantial resources to managing the scheduling and availability of
various means of reliable transportation.

We transport our fresh produce to markets worldwide using our fleet of 21
owned and 18 chartered refrigerated vessels. In recent years, we have sought to
rationalize our fleet through opportunistic acquisitions of vessels. We believe
that our enlarged fleet of owned vessels has been a cost-effective means of
reducing our exposure to the volatility of the charter market, and we plan to
continue to evaluate opportunities to increase our fleet. Of the 18 vessels we
charter, 15 are chartered on a short-term basis. We are also increasingly
leasing refrigerated containers under capital, rather than operating, leases,
which we believe is a more cost-effective means of managing our container
requirements.

Our logistics system is supported by various information systems. In 1999,
we introduced a single, integrated telecommunications system that centrally
links our major production and distribution locations. We are also implementing
additional upgrades to our information systems that support our logistics
network. We believe that these improvements, expected to be completed in the
first half of 2002, will increase the utilization of our existing logistics
network, especially in North America.

SALES AND MARKETING

Our sales and marketing activities are conducted by our sales force located
at our sales offices worldwide and at each of our distribution centers. A key
element of our sales and marketing strategy is to use our distribution centers
as a means of providing value-added services for our customers. As a result, we
have made significant investments in our network of distribution centers and
plan additional investments aggregating approximately $75 million through 2003.
Our planned investments are concentrated in the United States, our
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largest market, where we believe that a nationwide presence will permit us to
service a greater proportion of our customers' needs and to capture a greater
proportion of the fresh and fresh-cut produce markets. Investments in our
network will include new distribution centers with fresh-cut, ripening and other
value-added service facilities, as well as enhancements to existing distribution
centers and the addition of smaller distribution centers to service some of our
growing regional markets.

We actively support our customers through technical training in the
handling of fresh produce, in-store merchandising support, joint promotional
activities, market research and inventory and other logistical support. Since
most of our customers carry only one branded product for each fresh produce
item, our marketing and promotional efforts emphasize trade advertising and
in-store promotions.

North America

In 2000, 50% of our net sales were made in North America. In North America,
we have established a highly integrated sales and marketing network that builds
on our ability to control air, land and sea transportation and distribution
throughout our extensive logistics network. At June 29, 2001, we operated 16
distribution centers in the United States, which generally have ripening and
fresh-cut facilities. We also operated four port facilities, which also include
cold storage facilities, as well as a fleet of refrigerated trucks.

Our logistics network provides us with a number of sales and marketing
advantages. For example, because we are able to maintain the quality of our
fresh produce in a continuous temperature-controlled environment, we are under
less pressure to fully sell a shipment prior to its arrival at port. We are thus
able to manage the timing of our sales to maximize margins. Our ability to
off-load shipments for cold storage and distribution throughout our network also
improves ship utilization by minimizing in-port docking time. Our logistics
network also allows us to manage our inventory among distribution centers to
respond more effectively to fluctuations in customer demand in the regions we
serve.

We have sales professionals in locations throughout the United States and
in Canada. We sell to leading grocery stores and other retail chains,
wholesalers, mass merchandisers, supercenters, foodservice operators, club
stores and distributors in North America. These large customers typically take
delivery of our products at the port facilities, which we refer to as FOB
delivery. We also service these large customers, as well as an increasing number
of smaller regional chains and independent grocers, through our distribution
centers.

We plan to increase sales made through our distribution centers. The
proximity of our sales force to our customer base improves our ability to
increase our share of the produce needs of our existing customers and to develop
new customer relationships. Our sales force based in these centers actively
promotes our range of value-added services, which include the preparation of
fresh-cut fruit and vegetables, ripening, customized sorting and packing,
direct-to-store delivery, and in-store merchandising and promotional support.
Our distribution centers also allow us to accommodate our customers' temporary
supply shortages. Our provision of these services not only generates significant
incremental revenue and enables us to better manage our own inventory, but also
positions us to service a greater proportion of these customers' regular fresh
produce needs.

We believe that the trend toward consolidation among retail stores will
provide us with additional opportunities to extend our services across the
United States. We believe that this trend will lead to a greater number of
nationwide vendors, such as club stores and mass merchandisers, who will
increasingly seek suppliers like us that can service all of their fresh produce
requirements, as well as provide other value-added services. We expect to
leverage our logistics expertise to increase sales through distribution centers
in Europe, the Asia-Pacific region and South America.

Europe

We distribute our products throughout Europe. In the United Kingdom, where
we operate five distribution centers, our products are distributed to leading
retail chains, smaller regional customers, as well as to wholesalers and
distributors through direct sales and distribution centers. In Northern and
Southern Europe, we generally distribute our products through two marketing
companies. In 1999, we also acquired all of the outstanding shares of Banana
Marketing Belgium, a marketing company in Belgium, which enabled us

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to expand our direct sales in the Northern European market. We also have a
distribution center and a sales office in the Netherlands. We plan to continue
to evaluate opportunities to expand our operations in Europe, both through
potential acquisitions and other arrangements.

Asia-Pacific

We distribute our products in the Asia-Pacific region, including the Middle
East, through direct marketing and through large distributors. Our principal
markets in this region are Japan, Korea, China and Hong Kong. In Japan, we
distributed approximately 61% of our products in 2000 through direct sales and
the remainder through Japan's largest fresh produce distribution cooperative,
which distributes our products on a sales commission basis. We manage four
distribution centers at ports in Japan with cold storage and banana ripening
facilities.

We also engage in direct sales and marketing activities in Korea and Hong
Kong. In other Asia-Pacific markets, we sell to local distributors. In Korea, we
have one distribution center, including state-of-the art ripening technology
that is not available in that market, increasing our ability to offer
value-added services.

South America

Based on our long experience in sourcing fresh produce in South America, we
believe that we are well positioned to become an important supplier to key
markets, including principally Brazil, Argentina and Chile, which we believe
offer significant growth potential. We began distributing our products in South
America in 2000. We have direct sales and marketing activities in Brazil,
Argentina and Chile. We have one distribution center in Argentina and are
building a new state-of-the-art facility in Brazil. Our initial sales in these
markets have focused mainly on bananas, melons and non-tropical fruit.

QUALITY ASSURANCE

To ensure the consistent high quality of our products, we have a quality
assurance group that maintains detailed quality specifications for all our
products that generally exceed minimum regulatory requirements. Our
specifications require extensive sampling of our fresh produce at each stage of
the production and distribution processes to ensure high quality and proper
sizing, as well as to identify the primary sources of any defects. Our fresh
produce is evaluated based on both external appearance and internal quality,
using size, color, porosity, translucence and sweetness criteria. Only fresh
produce meeting our stringent quality specifications is sold under the DEL
MONTE(R) brand.

We are able to maintain the high quality of our products by growing our own
produce and working closely with our independent growers. We insist that all
produce supplied by our independent growers meet the same stringent quality
requirements as produce grown on our own farms. Accordingly, we monitor our
independent growers to ensure that their produce will meet agricultural and
quality control standards, offer technical assistance on certain aspects of
production and packing and, in some cases, manage the farms. The quality
assurance process begins on the farms and continues as harvested products enter
our packing facilities. Where appropriate, we cool the fresh produce at our
packing facilities to maximize quality and optimize shelf life. As an indication
of our commitment to quality, many of our operations have received certificates
of compliance from the International Standards of Operation, or ISO, in
environmental compliance (14001) and production processes (9002).

RESEARCH AND DEVELOPMENT

Our research and development programs have led to improvements in
agricultural and growing practices and product packaging technology. These
programs are directed mainly at reducing the cost and risk of pesticides, using
natural biological agents to control pests and diseases, testing new varieties
of our principal fruit varieties for improved crop yield and resistance to wind
damage and improving postharvest handling. We have also been seeking to increase
the productivity of low-grade soils for improved banana growth and experimenting
with various other types of fresh produce. Our research and development efforts
are conducted by our staff of over 200 professionals and include studies
conducted in laboratories, as well as on-site field
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analyses and experiments. Our research and development professionals are located
at our major production facilities, and we provide our growers with access to
improved technologies and practices.

Some of the recent research and development projects include:

- the development of the Del Monte Gold(R) Extra Sweet pineapple;

- improved irrigation methods and soil preparation for melon planting; and

- improved packing technology, including "lay-down" boxes for our
pineapples that help reduce damage to our pineapples in transit, and
various technological enhancements to packing designs and materials that
improve the strength of our packaging, while maintaining a level of air
flow and moisture that allows for optimal ripening and minimal
deterioration during transit.

TRADEMARKS AND LICENSES

We have the exclusive right to use the DEL MONTE(R) brand for fresh fruit,
fresh vegetables and other fresh and fresh-cut produce on a royalty-free basis
under a worldwide, perpetual license from Del Monte Corporation, an unaffiliated
company that owns the DEL MONTE(R) trademark. Del Monte Corporation and several
other unaffiliated companies manufacture, distribute and sell under the DEL
MONTE(R) brand canned or processed fruit, vegetables and other produce, as well
as dried fruit, snacks and other products. Our licenses allow us to use the
trademark "DEL MONTE" and the words "DEL MONTE" in association with any design
or logotype associated with the brand, conditional upon our compliance with
certain quality control standards. The licenses also give us certain other
trademarks and trademark rights, on or in connection with the production,
manufacture, sale and distribution of fresh fruit, fresh vegetables, fresh
produce and certain other specified products. In addition, the licenses allow us
to use certain patents and trade secrets in connection with the production,
manufacture, sale and distribution of the fresh fruit, fresh vegetables, fresh
produce and certain other specified products.

We also sell produce under several other brands for which we have obtained
registered trademarks, including Fielder(R), Purple Mountain(R) and UTC(R).

GOVERNMENT REGULATION

Agriculture and the sale and distribution of fresh produce are subject to
extensive regulation by government authorities in the countries where the
produce is grown and the countries where such produce is marketed. We have
internal policies and procedures to comply with the most stringent regulations
applicable to our products, as well as a technical staff to monitor pesticide
usage and ensure compliance with applicable laws and regulations. We believe we
are in material compliance with these laws and regulations.

We are also subject to various government regulations in countries where we
market our products. The countries in which we market a material amount of our
products are the United States, the countries of the European Union, Japan,
China and South Korea. These government regulations include:

- sanitary regulations, particularly in the United States and the countries
of the European Union;

- regulations governing pesticide use and residue levels, particularly in
the United States, Japan and Germany; and

- regulations governing packaging and labeling, particularly in the United
States and the countries of the European Union.

Any failure to comply with applicable regulations could result in an order
barring the sale of part or all of a particular shipment of our products or, in
an extreme case, the sale of any of our products for a specified period. In
addition, we believe there has been an increasing emphasis on the part of
consumers, as well as retailers, wholesalers, distributors and food service
operators, on food safety issues, which could result in our business and
operations being subject to increasingly stringent food safety regulations or
guidelines.

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Although the fresh-cut fruit and vegetables industry is not currently
subject to any specific governmental regulations, we cannot predict whether or
when any regulation will be implemented or the scope of any possible regulation.

European Union Banana Import Regulations

On May 2, 2001, the European Commission adopted a new regulation which
revised a banana import system based on the agreement reached by the European
Union with the United States government on April 11, 2001. The new system became
effective July 1, 2001 and maintains the use of the 1993 banana import license
system until December 31, 2005.

Environmental Matters

The management, use and disposal of some chemicals and pesticides are an
inherent aspect of our production operations. These activities and other aspects
of production are subject to various environmental laws and regulations,
depending upon the country of operation. In addition, in some countries of
operation, the environmental laws can require the investigation and, if
necessary, remediation of contamination related to past or current operations.
We are not a party to any dispute or legal proceeding relating to environmental
matters where we believe that the risk associated with the dispute or legal
proceeding would be material, except as described below in connection with the
Kunia well site and under "-- Legal Proceedings."

On May 10, 1993, the EPA identified a certain site at our plantation in
Hawaii for potential listing on the National Priorities List under the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended. See "-- Legal Proceedings -- Kunia Well Site."

COMPETITION

We compete based on a variety of factors, including the appearance, taste,
size, shelf life and overall quality of our fresh produce, price and
distribution terms, the timeliness of our deliveries to customers and the
availability of our produce items. The fresh produce business is highly
competitive, and the effect of competition is intensified because our products
are perishable. Competition in the sale of bananas, pineapples, melons and the
other fresh fruit and vegetables that we sell comes from competing producers.
Our sales are also affected by the availability of seasonal and alternative
produce. While historically our main competitors have been multinational banana
and pineapple producers, our significantly increased product offering in recent
years has resulted in additional competition from a variety of companies. These
companies include local and regional producers and distributors in each of our
fresh produce and fresh-cut product categories.

The extent of competition varies by product. In the pineapple, grape and
non-tropical fruit markets, we believe that the high degree of capital
investment and cultivation expertise required, as well as the longer length of
the growing cycle, make it relatively difficult to enter the market, especially
for smaller producers. In addition, there has historically tended to be less
price volatility for pineapples as compared to bananas, due to a more stable
equilibrium between supply and demand. This is in part attributable to a
perception by consumers that there are fewer comparable alternatives to fresh
pineapples.

In the banana market, we continue to face competition from a limited number
of large multinational companies. At times, particularly when demand is greater
than supply, we also face competition from a large number of relatively small
banana producers. Unlike pineapples, grapes and stone fruit, there are few
barriers to entry into the banana market. Supplies of bananas can be increased
relatively quickly due to banana's relatively short growing cycle and the
limited capital investment required for banana growing. As a result, banana
prices fluctuate significantly as a result of supply and demand, as well as
seasonal factors.

In the melon market, we compete with producers and distributors of both
branded melons and unbranded melons. From June to October, the peak North
American and European melon-growing season, many growers enter the market with
less expensive unbranded or regionally branded melons due to the relative ease
of growing melons during this period, the short growth cycle and reduced
transportation costs resulting from the proximity of the melon farms to the
markets. These factors permit many smaller domestic growers to enter the

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market. As there are comparatively fewer melons available during November to
May, the off-season in North America and Europe, we concentrate on our sales
efforts during this period when competition is less intense.

The fresh-cut produce market is highly fragmented, and we compete with a
wide variety of local and regional distributors of branded and unbranded
fresh-cut fruit and vegetables and, in the case of certain fresh-cut vegetables,
a small number of large, branded producers and distributors. In this market,
however, we believe that our principal competitive challenge is to capitalize on
the growing trend of retail chains and independent grocers to outsource their
own on-premises fresh-cut operations. We believe that our sales strategy, which
emphasizes not only our existing sources of fresh produce, but a full range of
value-added services and increasingly national distribution, will position us to
gain an increasing share of this market.

PRODUCTION FACILITIES

The following table summarizes the principal farms owned or leased by us
and the principal products grown on these farms by location as of June 29, 2001.

ACRES UNDER PRODUCTION

LOCATION ACRES OWNED ACRES LEASED PRINCIPAL PRODUCTS
-------- ----------- ------------ ------------------

Costa Rica........................ 20,800 800 Bananas, Pineapples
Guatemala......................... 15,800 2,700 Bananas, Melons
Brazil............................ 4,500 -- Bananas, Melons
Chile............................. 5,400 -- Grapes, Non-Tropical Fruit
Hawaii............................ -- 9,400 Pineapples
Contiguous United States.......... 700 2,400 Melons, Grapes, Non-Tropical
Fruit, Vidalia(R) Sweet Onions

We are leasing additional land in Hawaii on a month to month basis pending
resolution of the environmental issues relating to the Kunia well site. We also
lease land in Argentina on a seasonal basis for our grain operations.

EMPLOYEES

At June 29, 2001, we employed a total of approximately 19,000 people
worldwide, substantially all of whom are year-round employees. Approximately
17,000 of these people are employed in production locations, and the majority
are unionized. We believe that our relationship with our employees and unions is
satisfactory.

LEGAL PROCEEDINGS

DBCP Litigation

Starting in December 1993, two of our U.S. subsidiaries were named among
the defendants in a number of actions in courts in Texas, Louisiana,
Mississippi, Hawaii, Costa Rica and the Philippines involving allegations by
numerous foreign plaintiffs that they were injured as a result of exposure to a
nematocide containing the chemical dibromochloropropane ("DBCP") during the
period 1965 to 1990.

In December 1998, our U.S. subsidiaries entered into a settlement in the
amount of $4.6 million with counsel representing approximately 25,000
individuals. Of the six principal defendants in these DBCP cases, Dow Chemical
Company, Shell Oil Company, Occidental Chemical Corporation and Chiquita Brands,
Inc. have also settled these claims. Under the terms of our settlement,
approximately 22,000 of these claimants dismissed their claims with prejudice
and without payment. The 2,643 claimants who allege employment on a
company-related farm in Costa Rica and the Philippines and who demonstrated some
injury were offered a share of the settlement funds upon execution of a release.
Over 98% of these claimants accepted the terms of

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our settlement, the majority of which has been recovered from our insurance
carriers. The remaining claimants did not accept the settlement proceeds and
approximately $268,000 was returned to our subsidiaries.

On February 16, 1999, two of our U.S. subsidiaries were purportedly served
in the Philippines in an action entitled Davao Banana Plantation Workers'
Association of Tiburcia, Inc. v. Shell Oil Co., et al. The action is brought by
a Banana Workers' Association purportedly on behalf of its 34,852 members for
injuries they allege to have incurred as a result of DBCP exposure. At this
time, it is not known how many, if any, of the Association's members are
claiming against our subsidiaries and whether these are the same individuals who
have already settled their claims against our subsidiaries. Our subsidiaries
filed motions to dismiss the action and for reconsideration on jurisdictional
grounds, which were denied. Accordingly, our subsidiaries answered the
plaintiffs' complaint denying all the plaintiffs' allegations.

Our United States subsidiaries have not settled the DBCP claims of
approximately 3,500 claimants represented by different counsel who have filed
actions in Mississippi in 1996 and Hawaii in 1997. Each of those actions was
dismissed by federal district court on grounds of forum non conveniens in favor
of the courts of the plaintiffs' home countries. In each case, the plaintiffs
appealed the dismissal. On January 19, 2001, the Court of Appeals for the Fifth
Circuit affirmed the dismissal of our subsidiary for forum non conveniens and
lack of personal jurisdiction for the Mississippi actions. On May 31, 2001, the
Hawaiian plaintiffs' appeal of the dismissal was granted, thereby remanding the
action to the Hawaiian State court. A petition for an appeal to the United
States Supreme Court is planned.

On October 19, 2000, the Court of Appeals for the Fifth Circuit affirmed
the dismissal of 23 non settling defendants who had filed actions in the United
States District Court in Houston, Texas. As a result, the 23 plaintiffs who did
not accept the settlement are precluded from filing any new DBCP actions in the
United States.

On June 19, 1995, a group of several thousand plaintiffs in an action
entitled Lucas Pastor Canales Martinez, et al. v. Dow Chemical Co. et al. sued
one of our subsidiaries along with several other defendants in the District
Court for the Parish of St. Charles, Louisiana asserting claims similar to those
arising in the Texas cases arising from the alleged exposure to DBCP. That
action was removed to the United States District Court in New Orleans and was
subsequently remanded in September 1996. Our subsidiary has answered the
complaint and asserted substantial defenses. Following the decision of the
United States Court of Appeals for the Fifth Circuit in the Texas actions, this
action was re-removed to federal court in November 2000.

On November 15, 1999, one of our U.S. subsidiaries was served in two
actions entitled, Godoy Rodriguez, et al. v. AMVAC Chemical Corp., et al. and
Martinez Puerto, et al. v. AMVAC Chemical Corp., et al., in the 29th Judicial
District Court for the Parish of St. Charles, Louisiana. These actions were
removed to federal court, where they have been consolidated. These actions are
brought on behalf of claimants represented by the same counsel who filed the
Mississippi and Hawaii actions as well as a number of the claimants who have not
accepted our settlement offer. Our subsidiary has been given an indefinite
extension of time to respond to the complaints. At this time, it is not known
how many of the 2,962 Godoy Rodriguez and Martinez Puerto plaintiffs are
claiming against our subsidiaries. At this time, it is premature to evaluate the
likelihood of a favorable or unfavorable outcome with respect to any of the
non-settled DBCP claims.

Hawaiian Litigation

On December 4, 2000, the Honolulu Board of Water Supply (Board) amended its
complaint (the original complaint did not include Fresh Del Monte as a
defendant) in state court to include one of our subsidiaries as one of several
defendants for alleged contamination of certain water wells in Honolulu, Hawaii.
On April 16, 2001, the Board dismissed our subsidiary without prejudice.

On January 8, 2001, local residents of Honolulu, Hawaii amended their
complaint (the original complaint did not include Fresh Del Monte as a
defendant) in federal court to include one of our subsidiaries as one of several
defendants for injuries allegedly caused by consuming contaminated water. Our
subsidiary is in the process of filing its denial of all the Plaintiffs' claims
and asserting substantial defenses.

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Our subsidiaries intend to vigorously defend themselves in all of these
matters. At this time, we are not able to evaluate the likelihood of a favorable
or unfavorable outcome in any of the above-described matters. Accordingly, we
are not able to estimate the range or amount of loss, if any, on any of the
above-described matters and no accruals have been recorded as of June 29, 2001.

Kunia Well Site

In 1980, elevated levels of certain chemicals were detected in the soil and
ground water at one of our subsidiaries' leased plantations in Hawaii, which we
refer to as the Kunia well site. Shortly thereafter, we discontinued the use of
the Kunia well site and provided an alternate water source to area well users
and commenced our own voluntary cleanup operation. In 1993, the Environmental
Protection Agency identified the Kunia well site for potential listing on the
National Priorities List under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended. On December 16, 1994, the
EPA issued a final rule adding the Kunia sell site to the National Priorities
List. One of our subsidiaries entered into an order with the EPA for the Kunia
well site on September 28, 1995. Under the terms of the order, our subsidiary
submitted a remedial investigation report in November 1998 for review by the
EPA. The remedial investigation report was approved by the EPA in February 1999.
A final draft feasibility study was submitted for EPA review in December 1999,
and our subsidiary expects that the feasibility study will be finalized by the
fourth quarter of 2001.

Based on the draft feasibility study submitted to the EPA in December 1999,
the estimated remediation costs associated with this matter are expected to be
between approximately $5.0 million and $30.0 million. As of December 29, 2000,
we recorded a provision of approximately $4.2 million related to this matter,
which represented the discounted value of the minimum estimated liability and is
included in other noncurrent liabilities in our balance sheet.

In addition to the foregoing, we are involved from time to time in various
claims and legal actions incident to our operations, both as plaintiff and
defendant. In the opinion of management, after consulting with legal counsel,
none of these other claims are currently expected to have a material adverse
effect on us.

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MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth information regarding our directors and
senior management as of August 31, 2001:

NAME POSITION
---- --------

Mohammad Abu-Ghazaleh......... Chairman of the Board, Director and Chief Executive Officer
Hani El-Naffy................. President, Director and Chief Operating Officer
John F. Inserra............... Executive Vice President and Chief Financial Officer
M. Bryce Edmonson............. Senior Vice President, North America
Jean-Pierre Bartoli........... Senior Vice President, Europe and Africa
Randolph Breschini............ Vice President, Asia-Pacific
Jose Antonio Yock............. Senior Vice President, Central America
Jose Luis Bendicho............ Vice President, South America
Sergio Mancilla............... Senior Vice President, Shipping Operations
Dr. Thomas R Young............ Vice President, Research, Development & Agricultural
Services
Zoltan Pinter................. Vice President, General Counsel and Secretary
Marissa R. Tenazas............ Vice President, Human Resources
Antolin D. Saiz............... Vice President, Internal Audit
Amir Abu-Ghazaleh............. Director
Maher Abu-Ghazaleh............ Director
Marvin P. Bush................ Director
Stephen L. Way................ Director
John H. Dalton................ Director
Edward L. Boykin.............. Director

Mohammad Abu-Ghazaleh -- Chairman of the Board, Director and Chief
Executive Officer. Mr. Abu-Ghazaleh has served as our Chairman of the Board of
Directors and Chief Executive Officer since December 1996. He was also the
President and Chief Executive Officer of IAT Group Inc. Mr. Abu-Ghazaleh was
President and Chief Executive Officer of United Trading Company from 1986 to
1996. Prior to that time, he was General Manager for Metico (Dubai) from 1976 to
1986 and General Manager for Metico (Kuwait) from 1967 to 1975.

Hani El-Naffy -- President, Director and Chief Operating Officer. Mr.
El-Naffy has served as our President, Director and Chief Operating Officer since
December 1996. Prior to that time, he served as Executive Director for United
Trading Company from 1986 until December 1996. From 1976 to 1986, he was the
President and General Manager of T.C.A. Shipping.

John F. Inserra -- Executive Vice President and Chief Financial
Officer. Mr. Inserra has served as our Executive Vice President and Chief
Financial Officer since December 1994. In April 1993, he was named our
Controller and in July 1994, he became our Vice President and Controller.
Between 1989 and April 1993, Mr. Inserra was the Controller of Del Monte
Tropical Fruit Company.

M. Bryce Edmonson -- Senior Vice President, North America. Mr. Edmonson
has served as our Senior Vice President, North America since January 1997. Prior
to that time, he was our Vice President, Sales and Marketing for North America
from September 1995 to January 1997, and our Director of Del Monte melon
operations from 1990 to 1995. From 1987 to 1990, Mr. Edmonson was our Director
of North American Product Management.

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Jean-Pierre Bartoli -- Senior Vice President, Europe and Africa. Mr.
Bartoli has served as our Senior Vice President, Europe & Africa since April
1997. Prior to that time, he served as our Financial Director for the European
and African region from 1990 to 1997. Mr. Bartoli held various financial
positions in our European operations from 1983 to 1990.

Randolph Breschini -- Vice President, Asia-Pacific. Mr. Breschini has
served as our Vice President, Asia-Pacific since March 1998. Prior to that time,
he was the Chief Executive Officer and General Manager for the California 38th
District Agricultural Association from 1997 to 1998 and General Manager for Hunt
Wesson, Inc. from 1994 to 1996. From 1984 to 1994, Mr. Breschini held various
senior operational management positions with Dole Fruit Company.

Jose Antonio Yock -- Senior Vice President, Central America. Mr. Yock has
served as our Senior Vice President, Central America since March 2000. He was
Senior Vice President, Latin America from July 1994 to March 2000. Prior to that
time, he was our Vice President, Finance for the Latin American region from June
1992 to July 1994. Mr. Yock joined Fresh Del Monte in April 1982 and has served
in several financial management positions.

Jose Luis Bendicho -- Vice President, South America. Mr. Bendicho has
served as our Vice President, South America since March 2000. From September
1998 until March 2000, he served as our Regional Finance Director, Chile. Prior
to 1998, Mr. Bendicho was with United Trading Company, a subsidiary of IAT Group
Inc., as Administration and Finance Manager.

Sergio Mancilla -- Senior Vice President, Shipping Operations. Mr.
Mancilla has served as our Senior Vice President, Shipping Operations since
January 1997. Prior to that time, he was General Manager for Maritima Altisol,
Ltd. from October 1990 to December 1996. From January 1981 through October 1990,
Mr. Mancilla was Master Officer with several Chilean shipping companies.

Dr. Thomas R Young -- Vice President, Research, Development and
Agricultural Services. Dr. Young joined us in January 2001, from Syngenta
Corporation, formerly Novartis Crop Protection, where he served in a variety of
research and development positions and coordinated national and international
research programs involving plant disease control on vegetable, field, fruit and
ornamental crops.

Zoltan Pinter -- Vice President, General Counsel and Secretary. Mr. Pinter
has served as our Vice President, General Counsel and Secretary since July 1999.
From 1998 to 1999, Mr. Pinter served as our Associate General Counsel and
Assistant Secretary. Prior to joining Fresh Del Monte, he served as General
Counsel and Secretary for IAT Group Inc. from 1997 to 1998. From 1994 to 1997,
Mr. Pinter was a senior associate with Adorno & Zeder, P.A. and an associate
with Popham Haik Schnobrich and Kaufman, Ltd. from 1991 to 1994. From 1989 to
1991, Mr. Pinter worked as a law clerk including a clerkship for the Honorable
Thomas E. Scott, United States District Court Judge for the Southern District of
Florida. From 1983 to 1989, Mr. Pinter held various positions with big five
accounting firms.

Marissa R. Tenazas -- Vice President, Human Resources. Ms. Tenazas has
served as our Vice President, Human Resources since May 1999. From December 1996
to April 1999, she served as our Senior Director, Human Resources. From 1989 to
1996, she served as Personnel Manager for Suma Fruit International (USA), Inc.,
a subsidiary of IAT Group Inc.

Antolin D. Saiz -- Vice President, Internal Audit. Mr. Saiz has served as
our Vice President, Internal Audit since May 1999. From March 1996 until April
1999, he served as the Controller for Latin America for the Inacom Corporation.
From 1993 through 1996, Mr. Saiz served in Financial Controllership roles for
the Wackenhut and LifeFleet Corporations. Prior to that time, Mr. Saiz served as
an Audit Manager with BDO Seidman, CPAs.

Amir Abu-Ghazaleh -- Director. Mr. Abu-Ghazaleh has served as our Director
since December 1996. He is currently the General Manager for Abu-Ghazaleh
International Company and has held this position since April 1987.

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Maher Abu-Ghazaleh -- Director. Mr. Abu-Ghazaleh has served as our
Director since December 1996. He is presently the Managing Director of Suma
International General Trading and Contracting Company. Prior to this, he served
as the General Manager of Metico (Kuwait) from 1975 to 1995.

Marvin P. Bush -- Director. Mr. Bush has served as our Director since
January 1998. He is a co-founder and the Managing Director of Winston Partners
Group, a private investment firm based in Vienna, Virginia. He is also Managing
General Partner of Winston Growth Fund, L.P., Winston International Growth Fund,
L.P., Winston Small Cap Growth Fund, L.P., and a series of private equity
investment partnerships. Mr. Bush also serves on the Board of Directors of
Kerrco, Inc. and HCC Insurance Holdings, Inc.

Stephen L. Way -- Director. Mr. Way has served as our Director since
January 1998. He is the Chairman and Chief Executive Officer of HCC Insurance
Holdings, Inc., a New York Stock Exchange company which he founded in 1974.

John H. Dalton -- Director. Mr. Dalton has served as our Director since
May 1999. He is the Chairman, Director and Chief Executive Officer of Metal
Technology, Inc. He has held three presidential appointments. Mr. Dalton served
as Secretary of the Navy from July 1993 through November 1998. He served as a
member and chairman of the Federal Home Loan Bank Board from December 1979
through July 1993. Mr. Dalton held the position of President of the Government
National Mortgage Association of the U.S. Department of Housing and Urban
Development from April 1977 through April 1979. Mr. Dalton also serves on the
Board of Directors of Niagara Mohawk Holdings, Inc., Trans Technology, Inc.,
Cantor Exchange and IPG Photonics Corp.

Edward L. Boykin -- Director. Mr. Boykin has served as our Director since
November 1999. Following a 30-year career with Deloitte & Touche LLP., Mr.
Boykin retired in 1991 and is currently a private consultant. Mr. Boykin also
serves on the board of Blue Cross and Blue Shield of Florida, Inc.

Mr. Mohammad Abu-Ghazaleh, Mr. Amir Abu-Ghazaleh and Mr. Maher Abu-Ghazaleh
are brothers and, together with other members of the Abu-Ghazaleh family, are
shareholders of IAT Group Inc., our principal shareholder, which controls our
company.

COMPENSATION

The aggregate compensation expense with respect to services rendered by all
directors and senior management of our Company as a group during 2000 was $4.4
million. This amount includes an incentive payment made under an agreement that
provides for the annual incentive payments equal to the sum of: (1) 2% of the
amount of our consolidated net income up to $20 million, and (2) 1 1/2% of the
amount of our consolidated net income above $20 million. For fiscal 2001 and
subsequent years, aggregate compensation expense will also include an incentive
payment made under a program providing for annual incentive payments equal to
between 5% and 100% of annual compensation based on the price performance of our
ordinary shares.

During 2000, we contributed or accrued an aggregate of $35,990 for the
accounts of our executive officers under an incentive savings and security plan.
This savings plan is a defined contribution pension plan that is qualified under
Section 401(k) of the Internal Revenue Code of 1986. We make matching
contributions for the accounts of participants in this savings plan generally
equal to 50% of the contributions made by each such participant to this plan up
to 6% of an employee's compensation. We also maintain certain tax-qualified
defined benefit pension plans and supplemental non-qualified defined benefit
pension plans.

BOARD PRACTICES

Our board of directors is divided into three classes, as nearly equal in
number as possible, with one class being elected at each year's annual general
meeting of shareholders. Mr. Maher Abu-Ghazaleh and Mr. Marvin Bush are in the
class of directors whose term expires at the 2002 annual general meeting of our
shareholders. Mr. Mohammad Abu-Ghazaleh, Mr. Hani El-Naffy and Mr. John Dalton
are in a class of directors whose term expire at the 2003 annual shareholders
meeting. Mr. Amir Abu-Ghazaleh, Mr. Stephen Way and Mr. Edward Boykin are in the
class of directors whose term expires at the 2004 annual general meeting of our
shareholders. At each annual general meeting of our shareholders, successors to
the class of
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directors whose term expires at such meeting will be elected to serve for
three-year terms and until their successors are elected and qualified.

Members of our senior management are appointed by, and serve at the
discretion of, our board of directors.

Our board of directors has established a compensation committee and an
audit committee whose members are comprised solely of directors independent of
our management. The compensation committee establishes salaries, incentives and
other forms of compensation for our directors and officers and recommends
policies relating to our benefit plans. The audit committee oversees the
engagement of our independent auditors and, together with our independent
auditors, reviews our accounting practices, internal accounting controls and
financial results. The audit committee members are Mr. Edward Boykin, Mr. Marvin
Bush and Mr. John Dalton. The compensation committee members are Mr. Stephen Way
and Mr. Marvin Bush.

SHARE OWNERSHIP

Share Ownership of Directors and Senior Management

As of August 31, 2001, the aggregate number of our ordinary shares
beneficially owned by our directors and senior management was 36,677,267. This
number includes options to purchase an aggregate of 1,134,806 ordinary shares
under our option plans.

Employee Stock Option and Incentive Plan

In 1997, we adopted our 1997 Share Incentive Plan. This plan provides for
options to purchase an aggregate of 2,380,030 ordinary shares to be granted to
non-employee directors and employees of our company who are largely responsible
for the management, growth and protection of our business in order to provide
the eligible persons with incentives to continue with our company and to attract
personnel with experience and ability. In 1999, we adopted our 1999 Share
Incentive Plan, which provides for options to purchase an aggregate of 2,000,000
ordinary shares to be granted to eligible persons. Each option:

- has an exercise price per share equal to the fair market value of an
ordinary share on the grant date,

- in most cases, became exercisable with respect to 20% of the ordinary
shares subject to the option on the date of grant,

- in most cases, will become exercisable with respect to an additional 20%
of the shares on each of the next four anniversaries of such date, and

- will terminate ten years after the date of grant (unless earlier
terminated under the terms of the 1997 Share Incentive Plans).

The following table shows the information relating to the outstanding
options for ordinary shares as of August 31, 2001 under the 1997 and 1999 Share
Incentive Plans:

NUMBER OF OPTIONS OUTSTANDING EXERCISE PRICE PER SHARE EXPIRATION DATE
----------------------------- ------------------------ ---------------

1,015,000...................................... $16.0000 October 2007
90,000......................................... $14.2188 January 2008
430,000........................................ $15.6875 March 2009
30,000......................................... $ 8.3750 November 2009
1,264,000...................................... $ 9.2813 November 2009
90,000......................................... $ 7.8750 March 2010
1,083,030...................................... $ 5.9500 April 2011

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PRINCIPAL SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

PRINCIPAL SHAREHOLDERS

In our memorandum and articles of association, our authorized share capital
consists of 200,000,000 ordinary shares having a par value of $0.01 per share,
of which 53,969,600 shares were issued and outstanding as of August 31, 2001,
and 50,000,000 preferred shares having a par value of $0.01 per share, none of
which have been issued.

The following table sets forth certain information as of August 31, 2001,
with respect to each shareholder known to us to own more than 5% of our ordinary
shares and with respect to the ownership of ordinary shares by all directors and
officers of our company as a group. The information in the table has been
calculated in accordance with Rule 13d-3 under the Securities Exchange Act of
1934. The percentages for beneficial ownership after the offering are based on
56,969,600 ordinary shares outstanding and assume no exercise of the
underwriters' overallotment option.

PERCENT OF CLASS
-------------------
NUMBER OF BEFORE AFTER
BENEFICIAL OWNERS SHARES OWNED OFFERING OFFERING
----------------- ------------ -------- --------

IAT Group Inc.(1)(2)........................................ 30,972,836 57.4% 47.3%
Sumaya Abu-Ghazaleh(2)(3)(5)................................ 30,972,836 57.4 47.3
Mohammad Abu-Ghazaleh(2)(4)(5).............................. 33,368,341 61.8 51.6
Oussama Abu-Ghazaleh(2)(4)(5)............................... 31,756,075 58.8 48.7
Maher Abu-Ghazaleh(2)(3)(5)................................. 31,646,075 58.6 48.5
Amir Abu-Ghazaleh(2)(3)(5).................................. 32,032,217 59.4 49.2
Fatima Abu-Ghazaleh(2)(3)(5)................................ 30,972,836 57.4 47.3
Nariman Abu-Ghazaleh(2)(3)(5)............................... 30,972,836 57.4 47.3
Maha Abu-Ghazaleh(2)(3)(5).................................. 30,972,836 57.4 47.3
Wafa Abu-Ghazaleh(2)(3)(5).................................. 30,972,836 57.4 47.3
Hanan Abu-Ghazaleh(2)(3)(5)................................. 30,972,836 57.4 47.3
All directors and officers as a group (19 persons)(6)....... 36,677,267 67.9 57.4

---------------

(1) The registered office address of IAT Group Inc. is c/o Walkers, Walker
House, Mary Street, P.O. Box 265, George Town, Grand Cayman, Cayman Islands.
(2) Sumaya Abu-Ghazaleh beneficially owns 12.5% of IAT Group Inc.'s outstanding
voting equity securities, each of Mohammad Abu-Ghazaleh, Oussama
Abu-Ghazaleh, Maher Abu-Ghazaleh and Amir Abu-Ghazaleh beneficially owns
20.2% of IAT Group Inc.'s outstanding voting equity securities, and each of
Fatima Abu-Ghazaleh, Nariman Abu-Ghazaleh, Maha Abu-Ghazaleh, Wafa
Abu-Ghazaleh and Hanan Abu-Ghazaleh beneficially owns 1.34% of IAT Group
Inc.'s outstanding voting equity securities. Individually, no Abu-Ghazaleh
family member owns a controlling interest in IAT Group Inc.; however,
because each of the IAT Group Inc. shareholders votes with other family
members, the Abu-Ghazaleh family jointly controls IAT Group Inc. As a
result, the individual Abu-Ghazaleh family members may be deemed to
beneficially own the ordinary shares directly owned by IAT Group Inc. and to
share voting and dispositive power with respect to the ordinary shares
directly owned by IAT Group Inc. However, because no one individual
Abu-Ghazaleh family member owns a controlling interest in IAT Group Inc.,
but rather the family members must act in concert to control IAT Group Inc.,
no individual Abu-Ghazaleh family member has the sole power to vote or to
direct the voting of, or the sole power to dispose or to direct the
disposition of, any ordinary shares directly owned by IAT Group Inc.
(3) The business address of Sumaya Abu-Ghazaleh, Maher Abu-Ghazaleh, Amir
Abu-Ghazaleh, Fatima Abu-Ghazaleh, Nariman Abu-Ghazaleh, Maha Abu-Ghazaleh,
Wafa Abu-Ghazaleh, and Hanan Abu-Ghazaleh is c/o Ahmed Abu-Ghazaleh & Sons
Co. Ltd., No. 18, Hamariya Fruit & Vegetable Market, Dubai, United Arab
Emirates.
(4) The business address of Mohammad Abu-Ghazaleh and Oussama Abu-Ghazaleh is
c/o Del Monte Fresh Produce (Chile) S.A., Avenida Santa Maria 6330,
Vitacura, Santiago, Chile.

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(5) Includes 30,972,836 ordinary shares owned directly by IAT Group Inc. which
each of the named individuals may be deemed to beneficially own indirectly
by virtue of their ownership interest in IAT Group Inc.
(6) Includes (1) 30,972,836 shares owned directly by IAT Group Inc. which each
of Mohammad Abu-Ghazaleh, Maher Abu-Ghazaleh and Amir Abu-Ghazaleh may be
deemed to beneficially own indirectly by virtue of his ownership interest in
IAT Group Inc., (2) an aggregate of 4,569,625 shares owned directly by
certain directors and officers and (3) an aggregate of 1,134,806 ordinary
shares subject to vested and currently exercisable options held by certain
directors and officers.

RELATED PARTY TRANSACTIONS

In the past, we have engaged in and may continue to engage in transactions
with our directors, officers, principal shareholders and their respective
affiliates. The terms of these transactions are typically negotiated by one or
more of our employees who are not related parties using the same model
agreements and business parameters that apply generally to our third-party
transactions.

On November 25, 1998, we acquired a 62% majority interest in National
Poultry, a publicly traded company in Jordan, engaged in the poultry business. A
portion of the acquired shares were purchased from members of the Abu-Ghazaleh
family for a total purchase price of $4.5 million, based on a fairness opinion
from an independent party.

In September 1998, we acquired 14 operating subsidiaries of IAT Group Inc.,
a company controlled by the Abu-Ghazaleh family, for six million ordinary shares
valued at the time of the acquisition at $102.3 million, $25.0 million in cash
and the assumption of indebtedness of $130.0 million.

In connection with the IAT transaction, our board of directors established
a special committee comprised of disinterested outside directors to evaluate and
negotiate at arm's-length the terms of the acquisition. The special committee
retained its own legal and financial advisors and unanimously approved the
transaction. Additionally, at a special meeting of our shareholders held to
consider the acquisition, a substantial majority of our public shareholders
(excluding our controlling shareholders) voted to approve the acquisition.
Because our articles of association and Cayman Islands law required that holders
of a majority of all of the outstanding shares approve the acquisition, the
members of the Abu-Ghazaleh family, rather than abstaining from voting, voted
the shares beneficially owned by them for and against the acquisition in the
same proportion that all other shares were voted.

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SELLING SHAREHOLDER

The following table sets forth certain information regarding beneficial
ownership of the ordinary shares as of the date of this prospectus, and as
adjusted to reflect the sale of the shares offered hereby by our principal
shareholder. The information in the table has been calculated in accordance with
Rule 13d-3 under the Securities Exchange Act of 1934. The beneficial ownership
percentages are based on 53,969,600 ordinary shares outstanding as of August 31,
2001 and 56,969,600 ordinary shares outstanding upon completion of the offering.

BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
BEFORE OFFERING AFTER OFFERING
--------------------- SHARES ---------------------
SELLING SHAREHOLDER NUMBER % OFFERED(1) NUMBER(1) %
------------------- ------------ ------ ---------- ------------ ------

IAT Group Inc.................................... 30,972,836 57.4 4,000,000 26,972,836 47.3

---------------

(1) If the overallotment option is exercised in full, IAT Group Inc. will sell
1,050,000 additional shares and its beneficial ownership after the offering
will be 25,922,836 or 45.5%.

IAT Group Inc. is one of our principal shareholders and is owned by members
of the Abu-Ghazaleh family. Sumaya Abu-Ghazaleh beneficially owns 12.5% of IAT
Group Inc.'s outstanding voting equity securities, each of Mohammad
Abu-Ghazaleh, Oussama Abu-Ghazaleh, Maher Abu-Ghazaleh and Amir Abu-Ghazaleh
owns 20.2% of IAT Group Inc.'s outstanding voting equity securities, and each of
Fatima Abu-Ghazaleh, Nariman Abu-Ghazaleh, Maha Abu-Ghazaleh, Wafa Abu-Ghazaleh
and Hanan Abu-Ghazaleh beneficially owns 1.34% of IAT Group Inc.'s outstanding
voting equity securities. Individually, no Abu-Ghazaleh family member owns a
controlling interest in IAT Group Inc. The registered office of IAT Group Inc.
is c/o Walkers, Walker House, Mary Street, P.O. Box 265, George Town, Grand
Cayman, Cayman Islands.

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DESCRIPTION OF SHARE CAPITAL

The following summary description of our share capital and certain
significant provisions of our amended and restated memorandum and articles of
association, which we refer to as our charter, and Cayman Islands law is not
complete and is subject to, and qualified in its entirety by reference to, the
provisions of the charter, a copy of which has been filed as an exhibit to the
registration statement of which this prospectus is a part.

ORDINARY SHARES

Our charter authorizes us to issue an aggregate of 200,000,000 ordinary
shares with a par value of $0.01 per share. Of those 200,000,000 authorized
ordinary shares, after giving effect to the offering, 56,969,600 shares will
have been issued, all of which will be credited as fully paid. We may not call
for any further capital from any holder of ordinary shares outstanding
immediately after the offering. Under Cayman Islands law, non-residents of the
Cayman Islands may freely hold, vote and transfer ordinary shares, subject to
the provisions of the Companies Law (2001 Second Revision) and our charter. No
Cayman Islands laws or regulations restrict the export or import of capital, or
affect the payment of dividends to non-resident holders of ordinary shares.

Some provisions of our charter may have the effect of delaying, deterring
or preventing a change in control not approved by our board of directors. For
further discussion of these charter provisions, see "Risk Factors -- Our
organizational documents contain a variety of anti-takeover provisions that
could delay, deter or prevent a change in control," "-- Preferred Shares" and
"-- Certain Provisions of the Amended and Restated Memorandum and Articles of
Association."

Dividends

The holders of the ordinary shares are entitled to receive, when, and if
declared out of legally available funds, dividends in cash, shares or our
property. We may in a general meeting declare dividends but no dividend shall
exceed the amount recommended by the directors. The directors may from time to
time pay to the shareholders such interim dividends as appear to the directors
to be justified from our profits. Dividends declared on the ordinary shares will
be paid ratably in proportion to the number of ordinary shares held by the
holders of the ordinary shares.

Liquidation

In the case of our voluntary or involuntary liquidation, dissolution or
winding-up, after payment of our creditors, our remaining assets and funds
available for distribution will be divided among our shareholders and any
distribution to the holders of ordinary shares will be paid ratably to the
holders of the ordinary shares.

Voting

Except as provided by statute or our charter, holders of the ordinary
shares have the sole right and power to vote on all matters on which a vote of
our shareholders is to be taken. At every meeting of the shareholders, each
holder of the ordinary shares present in person or by proxy is entitled to cast
one vote for each ordinary share standing in his or her name as of the record
date for the vote.

Directors

The holders of the ordinary shares are entitled, at any general meeting
called for such purpose, by a majority vote of those present, to elect and
remove directors to and from our board of directors.

PREFERRED SHARES

Our charter authorizes the issue of 50,000,000 preferred shares with a par
value of $0.01 per share. Our board of directors may, from time to time, direct
the issue of preferred shares in series and may, at the time of issue, determine
the rights, preferences and limitations of each series. Satisfaction of any
dividend preferences of outstanding preferred shares would reduce the amount of
funds available for the payment of dividends on
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ordinary shares. Holders of preferred shares may be entitled to receive a
preference payment in the event of our liquidation, dissolution or winding-up
before any payment is made to the holders of ordinary shares. Holders of
preferred shares may also be granted special voting rights. In some
circumstances, the issue of preferred shares may render more difficult or tend
to discourage a merger, tender offer or proxy contest, the assumption of control
by a holder of a large block of our securities or the removal of incumbent
management. Upon consummation of the offering, there will be no preferred shares
outstanding, and our directors have no present intention to issue any preferred
shares.

SELECTED PROVISIONS OF THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF
ASSOCIATION

Our charter provides for our board of directors to be divided into three
classes, as nearly equal in number as possible, serving staggered terms.
Approximately one-third of the board of directors will be elected each year. See
"Management." The provision for a classified board could prevent a party who
acquires control of a majority of the outstanding voting shares from obtaining
control of the board of directors until the second annual shareholders' meeting
following the date the acquiror obtains the controlling share interest. The
classified board provision may have the effect of discouraging a potential
acquiror from making an unsolicited tender offer or otherwise attempting to
obtain control of us and to increase the likelihood that incumbent directors
will retain their positions.

Our charter provides that shareholder action can be taken only at a general
meeting of shareholders and cannot be taken by written consent in lieu of a
meeting. Our charter provides that, except as otherwise required by law, general
meetings of the shareholders may only be called pursuant to a resolution adopted
by a majority of the board of directors or by the chairman of the board.
Shareholders will not be permitted to call a general meeting or to require the
board of directors to call a general meeting.

Our charter establishes an advance notice procedure for shareholder
proposals to be brought before a general meeting of our shareholders, including
proposed nominations of persons for election to the board of directors.

Shareholders at a general meeting may only consider proposals or
nominations specified in the notice of meeting or brought before the meeting (1)
by or at the direction of the board of directors or (2) by a shareholder who was
a shareholder of record on the record date for the meeting and who has given the
directors timely written notice, in proper form, of the shareholder's intention
to bring that business before the meeting. Our charter does not give the board
of directors the power to approve or disapprove shareholder nominations of
candidates or proposals regarding other business to be conducted at a general
meeting. Our charter, however, may have the effect of precluding the conduct of
some business at a meeting if the proper procedures are not followed. Our
charter may also discourage or deter a potential acquiror from conducting a
solicitation of proxies to elect its own slate of directors or otherwise
attempting to obtain control of us.

Under Cayman Islands law, the affirmative vote of holders of at least
two-thirds of the total votes eligible and actually cast at a general meeting of
Fresh Del Monte is required to amend, alter, change or repeal provisions of our
charter. This requirement of a special resolution to approve amendments to our
charter could enable a minority of our shareholders to exercise veto power over
any amendment to our charter. See "Risk Factors -- We are controlled by our
principal shareholders."

LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS

Our charter limits the liability of directors and provides that we will
indemnify our directors and officers, in each case, as permitted by Cayman
Islands law.

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TAXATION

The following discussion summarizes some of the principal U.S. federal
income and Cayman Islands tax considerations that may be relevant to you if you
invest in ordinary shares. This summary is based on laws, regulations, rulings
and decisions now in effect, which may change. Any change could apply
retroactively and could affect the continued validity of this summary.

This summary does not describe all of the tax considerations that may be
relevant to you or your situation, particularly if you are subject to special
tax rules. You should consult your tax advisor about the tax consequences of
holding ordinary shares offered by this prospectus, including the relevance to
your particular situation of the considerations discussed below, as well as of
state, local or other tax laws.

CAYMAN ISLANDS

There is at present no direct taxation in the Cayman Islands on interest,
dividends and gains payable to or by us and all such monies will be received
free of all Cayman Islands taxes. Accordingly, U.S. holders of ordinary shares
are not presently subject to Cayman Islands income or withholding taxes with
respect to such holdings. We are an exempted company incorporated under Cayman
Islands law and have obtained an undertaking as to tax concessions pursuant to
Section 6 of the Tax Concessions Law (1995 Revision) which provides that for a
period of 20 years from April 22, 1997, no law thereafter enacted in the Cayman
Islands imposing any taxes or duty to be levied on profits, income, gains or
appreciations or which is in the nature of estate duty or inheritance tax shall
be payable by us on or in respect of our shares or other obligations.

UNITED STATES

The following discussion summarizes some of the principal U.S. federal
income tax considerations that may be relevant to you if you invest in ordinary
shares and are a U.S. holder. You will be a U.S. holder if you are:

- an individual who is a citizen or resident of the United States,

- a U.S. domestic corporation, or

- any other person that is subject to U.S. federal income tax on a net
income basis in respect of its investment in ordinary shares.

This summary deals only with U.S. holders that hold ordinary shares as capital
assets. It does not address considerations that may be relevant to you if you
are an investor that is subject to special tax rules, such as a bank, thrift,
real estate investment trust, regulated investment company, insurance company,
dealer in securities or currencies, trader in securities or commodities that
elects mark-to-market treatment, person that will hold ordinary shares as a
position in a "straddle" or conversion transaction, tax exempt organization,
person whose "functional currency" is not the U.S. dollar, or person that holds
10% or more of our voting shares.

Dividends paid with respect to ordinary shares to the extent of our current
and accumulated earnings and profits as determined under U.S. federal income tax
principles will be taxable to you as ordinary income at the time that you
receive such amounts. Dividends generally will be foreign source income and will
not be eligible for the dividends-received deduction available to domestic
corporations.

Upon a sale, exchange or other taxable disposition of ordinary shares you
generally will recognize gain or loss for federal income tax purposes in an
amount equal to the difference between (1) the sum of the amount of cash and the
fair market value of any property you receive and (2) your tax basis in the
ordinary shares that you dispose of. Such gain or loss will generally be
long-term capital gain or loss if you have held the ordinary shares for more
than one year. Net long-term capital gain recognized by an individual U.S.
holder generally will be subject to a maximum rate of 20% for ordinary shares
held for more than one year. The ability of U.S. holders to offset capital
losses against ordinary income is limited. Any gain generally will be treated as
U.S. source income.

55
60

You may be subject to backup withholding with respect to dividends paid on
ordinary shares or the proceeds of a sale, exchange or other disposition of
ordinary shares, unless you:

- are a corporation or come within another exempt category, and, when
required, you demonstrate this fact or

- provide a correct taxpayer identification number, certify that you are
not subject to backup withholding and otherwise comply with applicable
requirements of the backup withholding rules.

Any amount withheld under these rules will be creditable against your federal
income tax liability. You should consult your tax advisor regarding your
qualification for exemption from backup withholding and the procedure for
obtaining such an exemption if applicable.

56
61

UNDERWRITING

Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bear, Stearns & Co.
Inc. and U.S. Bancorp Piper Jaffray Inc. are acting as representatives of the
underwriters named below. Subject to the terms and conditions described in a
purchase agreement among us, the selling shareholder and the underwriters, we
and the selling shareholder have agreed to sell to the underwriters, and the
underwriters severally and not jointly have agreed to purchase from us and the
selling shareholder, the number of shares listed opposite their names below.

NUMBER
UNDERWRITER OF SHARES
----------- ----------

Merrill Lynch, Pierce, Fenner & Smith
Incorporated...................................
Bear, Stearns & Co. Inc.....................................
U.S. Bancorp Piper Jaffray Inc. ............................
----------
Total.......................................... 7,000,000
==========

Subject to the terms and conditions in the purchase agreement, the
underwriters have agreed to purchase all the ordinary shares being sold pursuant
to the purchase agreement if any of these ordinary shares are purchased. If an
underwriter defaults, the purchase agreement provides that the purchase
commitments of the nondefaulting underwriters may be increased or the purchase
agreement may be terminated.

We and the selling shareholder have agreed to indemnify the underwriters
against certain liabilities, including liabilities under the Securities Act of
1933, as amended, or to contribute to payments the underwriters may be required
to make in respect of those liabilities.

The underwriters are offering the ordinary shares, subject to prior sale,
when, as and if issued to and accepted by them, subject to approval of legal
matters by their counsel, including the validity of the shares, and other
conditions contained in the purchase agreement, such as the receipt by the
underwriters of officers' certificates and legal opinions. The underwriters
reserve the right to withdraw, cancel or modify offers to the public and to
reject orders in whole or in part.

COMMISSIONS AND DISCOUNTS

The representatives have advised us and the selling shareholder that the
underwriters propose initially to offer the ordinary shares to the public at the
public offering price on the cover page of this prospectus and to dealers at
that price less a concession not in excess of $ per share. The
underwriters may allow, and the dealers may reallow, a discount not in excess of
$ per share to other dealers. After the offering, the public offering
price, concession and discount may be changed.

The following table shows the public offering price, underwriting discount
to be paid by us and the selling shareholder to the underwriters and the
proceeds, before expenses, to us and the selling shareholder. This information
assumes either no exercise or full exercise by the underwriters of their
overallotment options.

PER SHARE WITHOUT OPTION WITH OPTION
--------- -------------- -----------

Public offering price...................................... $ $ $
Underwriting discount...................................... $ $ $
Proceeds, before expenses, to Fresh Del Monte.............. $ $ $
Proceeds, before expenses, to the selling shareholder...... $ $ $

The expenses of this offering, not including the underwriting discount, are
estimated at $800,000, of which approximately $300,000 is payable by us.

57
62

OVERALLOTMENT OPTION

The selling shareholder, the IAT Group Inc., has granted an option to the
underwriters to purchase up to 1,050,000 additional ordinary shares at the
public offering price less the underwriting discount. The underwriters may
exercise this option for 30 days from the date of this prospectus solely to
cover any overallotments. If the underwriters exercise this option, each
underwriter will be obligated, subject to conditions contained in the purchase
agreement, to purchase a number of additional ordinary shares proportionate to
that underwriter's initial amount reflected in the above table.

NO SALES OF SIMILAR SECURITIES

We, our principal shareholders and our executive officers and directors
have agreed, subject to some limited exceptions, not to sell or transfer any of
our ordinary shares for 90 days after the date of this prospectus without first
obtaining the written consent of Merrill Lynch. Specifically, we, our principal
shareholders and our executive officers and directors have agreed not to during
this period directly or indirectly:

- offer, pledge, sell or contract to sell any ordinary shares;

- sell any option or contract to purchase any ordinary shares;

- purchase any option or contract to sell any ordinary shares;

- grant any option, right or warrant for the sale of any ordinary shares;

- lend or otherwise dispose of or transfer any ordinary shares; or

- enter into any swap or other agreement that transfers, in whole or in
part, the economic consequences of ownership of any ordinary shares
whether any such swap or transaction is to be settled by delivery of
shares or other securities, in cash or otherwise.

This lock-up provision applies to ordinary shares and to securities
convertible into, or exchangeable or exercisable for, or repayable with ordinary
shares. It also applies to ordinary shares owned now or acquired later by the
person executing the agreement or for which the person executing the agreement
later acquires the power of disposition.

ELECTRONIC DISTRIBUTION

Merrill Lynch will be facilitating Internet distribution for this offering
to certain of its Internet subscription customers. Merrill Lynch intends to
allocate a limited number of shares for sale to its online brokerage customers.
An electronic prospectus is available on the Internet website maintained by
Merrill Lynch. Other than the prospectus in electronic format, the information
on the Merrill Lynch website is not a part of this prospectus.

LISTING ON THE NEW YORK STOCK EXCHANGE

The ordinary shares are listed on the New York Stock Exchange under the
symbol "FDP."

PRICE STABILIZATION, SHORT POSITIONS AND PENALTY BIDS

Until the distribution of the ordinary shares is completed, rules of the
Securities and Exchange Commission may limit underwriters and selling group
members from bidding for and purchasing our ordinary shares. However, the
representatives may engage in transactions that stabilize the price of the
ordinary shares, such as bids or purchases to peg, fix or maintain that price.

In connection with the offering, the underwriters may make short sales of
our ordinary shares. Short sales involve the sale by the underwriters at the
time of the offering of a greater number of shares than they are required to
purchase in the offering. Covered short sales are sales made in an amount not
greater than the overallotment option. The underwriters may close out any
covered short position by either exercising their overallotment option or
purchasing shares in the open market. In determining the source of shares to
close out

58
63

the covered short position, the underwriters will consider, among other things,
the price of shares available for purchase in the open market as compared to the
public offering price at which they may purchase the shares through the
overallotment option.

Naked short sales are sales in excess of the overallotment option. The
underwriters must close out any naked short position by purchasing shares in the
open market. A naked short position is more likely to be created if the
underwriters are concerned that there may be downward pressure on the price of
the shares in the open market after pricing that could adversely affect
investors who purchase in the offering.

Similar to other purchase transactions, the purchases by the underwriters
to cover syndicate short positions may have the effect of raising or maintaining
the market price of the ordinary shares or preventing or retarding a decline in
the market price of the ordinary shares. As a result, the price of our ordinary
shares may be higher than it would otherwise be in the absence of the
transactions.

The representatives may also impose a penalty bid on underwriters and
selling group members. This means that if the representatives purchase shares of
our ordinary shares in the open market to reduce an underwriter's short position
or to stabilize the purchase of such shares, they may reclaim the amount of the
selling commission from the underwriters and selling group members who sold
those shares. The imposition of a penalty bid may also affect the price of the
ordinary shares in that it discourages resales of those shares.

None of us, the selling shareholder or any of the underwriters make any
representation or prediction as to the direction or magnitude of any effect that
the transactions described above may have on the price of the ordinary shares.
In addition, none of us, the selling shareholder or any of the underwriters make
any representation that the representatives will engage in these transactions or
that these transactions, once commenced, will not be discontinued without
notice.

59
64

LEGAL MATTERS

The validity of the ordinary shares offered by this prospectus will be
passed upon for the selling shareholders and for us by Walkers, our Cayman
Islands counsel. Certain other legal matters in connection with the offering
will be passed upon for us by Cleary, Gottlieb, Steen & Hamilton, New York, New
York, and for the underwriters by Sidley Austin Brown & Wood LLP. Cleary,
Gottlieb, Steen & Hamilton and Sidley Austin Brown & Wood LLP may rely, without
independent investigation, upon Walkers with respect to matters governed by
Cayman Islands law.

EXPERTS

The consolidated financial statements and schedule of Fresh Del Monte
Produce Inc. at December 29, 2000 and December 31, 1999, and for each of the
three years in the period ended December 29, 2000, appearing in this prospectus
and registration statement have been audited by Ernst & Young LLP, independent
certified public accountants, as set forth in their reports thereon appearing
elsewhere herein and are included in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We have filed the following documents with the Securities and Exchange
Commission since January 1, 2001:

(1) our Annual Report on Form 20-F for the year ended December 29,
2000;

(2) our Form 6-K dated April 5, 2001, which contains our 2001 notice
of annual meeting and proxy statement;

(3) our Form 6-K for the quarter ended March 30, 2001; and

(4) our Form 6-K for the quarter ended June 29, 2001.

We incorporate by reference into this prospectus the documents listed above
as well as our Form 8-A dated October 15, 1997, which contains a description of
our ordinary shares. We may choose to incorporate by reference any Form 6-Ks
that we file with the Commission subsequent to the date of this prospectus by
stating in the Form 6-K that it is being incorporated by reference into this
prospectus. Any statement contained in this prospectus, or in a document
incorporated or deemed to be incorporated by reference in this prospectus shall
be deemed to be modified or superseded for purposes of this prospectus to the
extent that a statement contained in this prospectus or in any other document
subsequently filed with the Commission which also is or is deemed to be
incorporated by reference in this prospectus modifies or supersedes the
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this prospectus.

We will provide without charge to each person to whom this prospectus is
delivered, upon request, a copy of any documents incorporated by reference into
this prospectus, other than exhibits incorporated by reference into the
document. We will provide this information upon written or oral request.
Requests for documents should be submitted to John F. Inserra, Executive Vice
President and Chief Financial Officer at c/o Del Monte Fresh Produce Company,
800 Douglas Road, North Tower, 12th Floor, Coral Gables, Florida 33134,
telephone (305) 520-8400.

AVAILABLE INFORMATION

We have filed with the Commission a registration statement on Form F-3
under the Securities Act of 1933, as amended relating to the ordinary shares
offered by this prospectus. This prospectus does not contain all of the
information set forth in the registration statement and the exhibits to the
registration statement. Statements made in this prospectus summarizing or
describing the contents of any contract or other document

60
65

are not complete. For additional information, you should review the copy of the
document filed as an exhibit to the registration statement.

We are subject to the reporting requirements of the Securities Exchange Act
of 1934, as amended, and file reports and other information with the Commission.
The registration statement and those reports and other information can be
inspected without charge and copied, at prescribed rates, at the Commission's
public reference desk at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies
of the materials may be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
You may obtain information on the operation of the Public Reference Room by
calling 1-800-SEC-0330. Our ordinary shares are listed on the New York Stock
Exchange. The reports and other information may also be inspected at the New
York Stock Exchange's offices at 20 Broad Street, New York, New York 10005. We
are a foreign private issuer and are exempt from the rules relating to the
furnishing and content of proxy statements and annual reports to shareholders
and the short-swing profit recovery provisions in Section 16 of the Exchange
Act.

ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated under the laws of the Cayman Islands. Some of our
directors and officers live outside the United States. Many of our assets and
the assets of our officers and directors are located outside the United States.
As a result, it may not be possible for you to sue us or our officers or our
directors within the United States or to enforce judgments based on the civil
liability provisions of the U.S. federal securities laws obtained in U.S. courts
against us or our officers or directors. The enforceability of liabilities
against us or our officers or directors based solely upon the civil liability
provisions of the U.S. federal securities laws in original actions in Cayman
Islands courts is uncertain. Judgments of U.S. courts obtained against us or our
officers or directors based upon the civil liability provisions of the U.S.
federal securities laws may not be enforceable in Cayman Islands courts. There
is no treaty between the U.S. and the Cayman Islands which provides for any
enforceability. Additionally, some causes of action available under the U.S.
federal securities laws may not be allowed in Cayman Islands courts if they are
contrary to public policy in the Cayman Islands.

61
66

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

PAGE
----

Report of Ernst & Young LLP, Independent Certified Public
Accountants............................................... F-2
Consolidated Balance Sheets at December 29, 2000 and
December 31, 1999......................................... F-3
Consolidated Statements of Income for the years ended
December 29, 2000, December 31, 1999 and January 1,
1999...................................................... F-4
Consolidated Statements of Cash Flows for the years ended
December 29, 2000, December 31, 1999 and January 1,
1999...................................................... F-5
Consolidated Statements of Shareholders' Equity for the
years ended December 29, 2000, December 31, 1999 and
January 1, 1999........................................... F-6
Notes to Consolidated Financial Statements.................. F-7
Unaudited Consolidated Balance Sheet at June 29, 2001....... F-30
Unaudited Consolidated Statements of Income for the six
months ended June 29, 2001 and June 30, 2000.............. F-31
Unaudited Consolidated Statements of Cash Flows for the six
months ended June 29, 2001 and June 30, 2000.............. F-32
Notes to Unaudited Consolidated Financial Statements........ F-33

F-1
67

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Shareholders
Fresh Del Monte Produce Inc.

We have audited the accompanying consolidated balance sheets of Fresh Del
Monte Produce Inc. and subsidiaries as of December 29, 2000 and December 31,
1999, and the related consolidated statements of income, cash flows and
shareholders' equity for each of the three years in the period ended December
29, 2000. 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 of America. 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 consolidated financial position of Fresh Del Monte
Produce Inc. and subsidiaries at December 29, 2000 and December 31, 1999, and
the consolidated results of their operations and their cash flows for each of
the three years in the period ended December 29, 2000, in conformity with
accounting principles generally accepted in the United States of America.

ERNST & YOUNG LLP

Miami, Florida
February 14, 2001

F-2
68

FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 29, DECEMBER 31,
2000 1999
------------ ------------
(U.S. DOLLARS IN MILLIONS,
EXCEPT SHARE DATA)

ASSETS
Current assets:
Cash and cash equivalents................................. $ 10.6 $ 31.2
Trade accounts receivable, net of allowance of $12.5 and
$9.9, respectively..................................... 142.7 136.4
Advances to growers and other receivables, net of
allowance of $4.9 and $4.5, respectively............... 56.3 52.3
Inventories............................................... 188.8 198.9
Prepaid expenses and other current assets................. 6.5 13.4
-------- --------
Total current assets.............................. 404.9 432.2
-------- --------
Investments in unconsolidated companies..................... 51.7 51.9
Property, plant and equipment, net.......................... 635.6 590.6
Other noncurrent assets..................................... 47.9 62.1
Goodwill, net of accumulated amortization of $9.3 and $5.9,
respectively.............................................. 81.5 79.4
-------- --------
Total assets...................................... $1,221.6 $1,216.2
======== ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable to banks.................................... $ 0.4 $ 3.2
Accounts payable and accrued expenses..................... 187.1 195.2
Current portion of long-term debt and capital lease
obligations............................................ 51.1 24.9
Income taxes payable...................................... 9.4 5.2
-------- --------
Total current liabilities......................... 248.0 228.5
-------- --------
Long-term debt.............................................. 416.6 467.7
Capital lease obligations................................... 17.4 8.3
Retirement benefits......................................... 53.2 53.9
Other noncurrent liabilities................................ 9.6 8.7
Deferred income taxes....................................... 8.5 11.3
-------- --------
Total liabilities................................. 753.3 778.4
-------- --------
Minority interest........................................... 11.1 12.0
Commitments and contingencies
Shareholders' equity:
Preferred shares, $0.01 par value; 50,000,000 shares
authorized; none issued or outstanding................. -- --
Ordinary shares, $0.01 par value; 200,000,000 shares
authorized; 53,763,600 shares issued and outstanding... 0.5 0.5
Paid-in capital........................................... 327.1 327.1
Retained earnings......................................... 140.2 107.1
Accumulated other comprehensive loss...................... (10.6) (8.9)
-------- --------
Total shareholders' equity........................ 457.2 425.8
-------- --------
Total liabilities and shareholders' equity........ $1,221.6 $1,216.2
======== ========

See accompanying notes.

F-3
69

FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

YEAR ENDED
----------------------------------------------
DECEMBER 29, DECEMBER 31, JANUARY 1,
2000 1999 1999
-------------- -------------- ------------
(U.S. DOLLARS IN MILLIONS, EXCEPT SHARE DATA)

Net sales................................................. $ 1,859.3 $ 1,743.2 $ 1,600.1
Cost of products sold..................................... 1,692.4 1,592.6 1,405.4
---------- ---------- ----------
Gross profit............................................ 166.9 150.6 194.7
Selling, general and administrative expenses.............. 80.9 63.5 58.3
Amortization of goodwill.................................. 3.4 2.6 1.7
Acquisition related expenses.............................. -- -- 4.0
Hurricane Mitch charge.................................... -- -- 26.5
---------- ---------- ----------
Operating income........................................ 82.6 84.5 104.2
Interest expense.......................................... 43.2 30.2 30.3
Interest income........................................... 2.7 2.6 4.3
Other income (loss), net.................................. (6.1) 14.7 11.4
---------- ---------- ----------
Income before provision for income taxes and extraordinary
charge.................................................. 36.0 71.6 89.6
Provision for income taxes................................ 2.9 14.7 12.2
---------- ---------- ----------
Income before extraordinary charge........................ 33.1 56.9 77.4
Extraordinary charge on early extinguishment of debt...... -- -- 18.1
---------- ---------- ----------
Net income...................................... $ 33.1 $ 56.9 $ 59.3
========== ========== ==========
Basic and diluted per share amounts:
Income before extraordinary charge...................... $ 0.62 $ 1.06 $ 1.44
Extraordinary charge.................................... $ -- $ -- $ (0.34)
Net income...................................... $ 0.62 $ 1.06 $ 1.10
Weighted average number of ordinary shares outstanding:
Basic................................................... 53,763,600 53,763,600 53,632,656
Diluted................................................. 53,764,383 53,805,237 53,774,831

See accompanying notes.

F-4
70

FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEAR ENDED
----------------------------------------
DECEMBER 29, DECEMBER 31, JANUARY 1,
2000 1999 1999
------------ ------------ ----------
(U.S. DOLLARS IN MILLIONS)

OPERATING ACTIVITIES:
Net income.................................................. $ 33.1 $ 56.9 $ 59.3
Adjustments to reconcile net income to cash provided by
operating activities:
Goodwill amortization..................................... 3.4 2.6 1.7
Depreciation and amortization other than goodwill......... 54.4 42.6 34.1
Deferred credit vessel leases............................. (2.9) (4.8) (3.9)
Equity in earnings of unconsolidated companies, net of
dividends............................................... (1.4) 2.1 (3.6)
Extraordinary charge on early extinguishment of debt...... -- -- 18.1
Write-off of fixed assets related to Hurricane Mitch...... -- -- 18.8
Gain on insurance proceeds related to Hurricane Mitch..... -- (13.5) --
Unrealized loss on available-for-sale marketable
securities.............................................. 5.2 -- --
Deferred income taxes..................................... (2.8) 6.4 1.4
Other, net................................................ 2.3 2.0 0.1
Changes in operating assets and liabilities:
Receivables............................................. (10.6) (22.9) (31.6)
Inventories............................................. 7.4 (40.3) (22.8)
Accounts payable and accrued expenses................... (2.5) (1.6) 17.7
Prepaid expenses and other current assets............... 6.9 21.6 (20.9)
Other noncurrent assets and liabilities................. 6.0 (12.2) (4.4)
------- ------- -------
Net cash provided by operating activities.......... 98.5 38.9 64.0
INVESTING ACTIVITIES:
Capital expenditures........................................ (75.5) (100.8) (53.8)
Capital expenditures due to Hurricane Mitch, net of
insurance proceeds........................................ (3.1) (2.8) --
Proceeds from sale of assets................................ 5.9 0.1 4.6
Purchase of subsidiaries, net of cash acquired.............. (9.9) (67.7) (11.4)
Other investing activities, net............................. 1.4 (1.1) (8.5)
------- ------- -------
Net cash used in investing activities.............. (81.2) (172.3) (69.1)
FINANCING ACTIVITIES:
Proceeds from issuance of ordinary shares................... -- -- 2.6
Proceeds from long-term debt................................ 273.5 321.6 433.5
Payments on long-term debt.................................. (307.8) (181.4) (412.7)
Proceeds from short-term borrowings......................... 5.8 10.6 211.5
Payments on short-term borrowings........................... (8.5) (5.9) (261.8)
Dividend paid in connection with the IAT transaction........ -- -- (25.0)
Other, net.................................................. (0.7) (0.4) 3.7
------- ------- -------
Net cash provided by (used in) financing
activities....................................... (37.7) 144.5 (48.2)
Effect of exchange rate changes on cash and cash
equivalents............................................... (0.2) (4.5) 0.4
------- ------- -------
Cash and cash equivalents:
Net change................................................ (20.6) 6.6 (52.9)
Beginning balance......................................... 31.2 32.8 85.7
Net cash change due to change in year end of
subsidiaries............................................ -- (8.2) --
------- ------- -------
Ending balance..................................... $ 10.6 $ 31.2 $ 32.8
======= ======= =======
SUPPLEMENTAL NON -- CASH ACTIVITIES:
Capital lease obligations for new assets.................. $ 13.9 $ 2.5 $ 10.3
======= ======= =======

See accompanying notes.

F-5
71

FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

ACCUMULATED
OTHER
ORDINARY COMPREHENSIVE TOTAL
SHARES ORDINARY PAID-IN RETAINED INCOME SHAREHOLDERS'
OUTSTANDING SHARES CAPITAL EARNINGS (LOSS) EQUITY
----------- -------- ------- -------- ------------- -------------
(U.S. DOLLARS IN MILLIONS, EXCEPT SHARE DATA)

Balance at December 26, 1997...... 53,600,600 $0.5 $311.7 $ 32.3 $ (1.7) $342.8
Capital contributions........... -- -- 8.0 -- -- 8.0
Issuance of ordinary shares upon
exercise of stock options.... 163,000 -- 2.6 -- -- 2.6
Dividend........................ -- -- -- (4.0) -- (4.0)
Dividend paid in connection with
the IAT transaction.......... -- -- 4.8 (29.8) -- (25.0)
Comprehensive income:
Net income...................... -- -- -- 59.3 -- 59.3
Currency translation
adjustment................... -- -- -- -- (1.2) (1.2)
------
Comprehensive income.............. 58.1
---------- ---- ------ ------ ------ ------
Balance at January 1, 1999........ 53,763,600 0.5 327.1 57.8 (2.9) 382.5
Net loss of IAT for the three
month period ended January 1,
1999......................... -- -- -- (7.6) -- (7.6)
Comprehensive income:
Net income...................... -- -- -- 56.9 -- 56.9
Unrealized loss on
available-for-sale marketable
securities................... -- -- -- -- (3.7) (3.7)
Currency translation
adjustment................... -- -- -- -- (2.3) (2.3)
------
Comprehensive income.............. 50.9
---------- ---- ------ ------ ------ ------
Balance at December 31, 1999...... 53,763,600 0.5 327.1 107.1 (8.9) 425.8
Comprehensive income:
Net income...................... -- -- -- 33.1 -- 33.1
Unrealized loss on
available-for-sale marketable
securities, net of
reclassification for losses
of $5.2 included in net
income....................... -- -- -- -- 3.6 3.6
Currency translation
adjustment................... -- -- -- -- (5.3) (5.3)
------
Comprehensive income.............. 31.4
---------- ---- ------ ------ ------ ------
Balance at December 29, 2000...... 53,763,600 $0.5 $327.1 $140.2 $(10.6) $457.2
========== ==== ====== ====== ====== ======

See accompanying notes.

F-6
72

FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL

Fresh Del Monte Produce Inc. (Fresh Del Monte) was incorporated under the
laws of the Cayman Islands on August 29, 1996 and is 57.6% owned by IAT Group
Inc. which is 100% beneficially owned by members of the Abu-Ghazaleh family. In
addition, members of the Abu-Ghazaleh family directly own 9.3% of the
outstanding ordinary shares of Fresh Del Monte.

On September 17, 1998, Fresh Del Monte acquired 14 wholly-owned operating
companies from IAT Group Inc. and its shareholders (collectively, such companies
are known as IAT and their acquisition is known as the IAT transaction). At the
time of the IAT transaction, IAT Group Inc. owned approximately 86% of FG
Holdings Limited, which in turn owned approximately 63% of Fresh Del Monte. As a
result, the IAT transaction has been accounted for as a combination of entities
under common control using the as if pooling of interests method of accounting.
The consideration given in the IAT transaction consisted of $25.0 million in
cash, the assumption of existing debt of approximately $130.0 million and the
issuance to companies controlled by the Abu-Ghazaleh family of six million of
Fresh Del Monte's ordinary shares. IAT had operations in Chile, the United
States, the Netherlands and Uruguay. IAT was a private international grower and
exporter of primarily deciduous fresh fruit and vegetables.

Under the as if pooling of interests method of accounting, the historical
results of Fresh Del Monte have been restated to combine the operations of Fresh
Del Monte and IAT for all periods subsequent to August 29, 1996, the date Fresh
Del Monte and IAT came under common control. The recorded assets and liabilities
of Fresh Del Monte and IAT have been carried forward to Fresh Del Monte's
consolidated financial statements at their historical amounts. Consolidated
earnings of Fresh Del Monte include the earnings of Fresh Del Monte and IAT for
all periods subsequent to the date Fresh Del Monte and IAT came under common
control.

In connection with the IAT transaction, Fresh Del Monte incurred $4.0
million of acquisition expenses, which were expensed in 1998. Acquisition
expenses include professional, legal, accounting and other fees.

Prior to January 2, 1999, IAT's fiscal year end was September 30. Effective
January 2, 1999, IAT's fiscal year end was changed to conform to Fresh Del
Monte's fiscal year end. As a result of this change in fiscal year ends, the
years ended December 29, 2000 and December 31, 1999 reflect the operating
results of Fresh Del Monte and subsidiaries, including IAT, for the same months.
The results of operations for IAT for the period from October 1, 1998 to January
1, 1999 are not included in the consolidated statements of income or cash flows
for any of the periods presented, but are reflected as an adjustment to retained
earnings as of January 2, 1999. For the period from October 1, 1998 to January
1, 1999, IAT incurred a net loss of $7.6 million.

Fresh Del Monte and its subsidiaries are engaged primarily in the worldwide
production, transportation and marketing of fresh produce. Fresh Del Monte and
its subsidiaries source their products (bananas and other fresh produce which
includes pineapples, deciduous fruit, melons and other fresh produce) from 15
locations in North, Central and South America, the Asia-Pacific region and
Africa and distribute their products in North America, Europe, the Asia-Pacific
region and South America. Products are sourced from company-owned or leased
farms, through joint venture arrangements and through supply contracts with
independent growers.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Fresh Del
Monte and its majority owned subsidiaries which Fresh Del Monte controls. Fresh
Del Monte's fiscal year end is the last Friday of the calendar year or the first
Friday subsequent to the end of the calendar year, whichever is closest to the
end of

F-7
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FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

the calendar year. All significant intercompany accounts and transactions have
been eliminated in consolidation.

USE OF ESTIMATES

Preparation of the financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes. Actual results could differ
from these estimates.

CASH AND CASH EQUIVALENTS

Fresh Del Monte classifies as cash equivalents all highly liquid
investments with a maturity of three months or less at the time of purchase.

INVENTORIES

Inventories are valued at the lower of cost or market. Cost is computed
using the weighted average cost method for fresh produce, principally
in-transit, and the first-in first-out, actual cost or average cost methods for
raw materials and packaging supplies. Raw materials inventory consists primarily
of agricultural supplies, containerboard, packaging materials and spare parts.

GROWING CROPS

Expenditures on pineapple, deciduous fruit and melon growing crops are
valued at the lower of cost or market and are deferred and charged to income
when the related crop is harvested and sold. The deferred growing costs consist
primarily of land preparation, cultivation, irrigation and fertilization costs.
Expenditures related to banana crops are expensed as incurred.

INVESTMENTS IN UNCONSOLIDATED COMPANIES

Investments in unconsolidated companies are accounted for under the equity
method of accounting for investments in 20% to 50% owned companies and for
investments in over 50% owned companies over which Fresh Del Monte does not have
control.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at cost. Depreciation is recorded
following the straight-line method over the estimated useful lives of the
assets, which ranges from 10 to 30 years for buildings, 10 to 20 years for ships
and containers, 2 to 20 years for machinery and equipment, 3 to 20 years for
furniture, fixtures and office equipment and 2 to 10 years for automotive
equipment. Leasehold improvements are amortized over the life of the lease or
the related asset, whichever is shorter. When assets are retired or disposed of,
the costs and accumulated depreciation or amortization are removed from the
respective accounts and any related gain or loss is recognized. Maintenance and
repairs are charged to expense when incurred. Significant expenditures, which
extend useful lives of assets, are capitalized. Costs related to land
improvements for bananas, pineapples, deciduous fruit and other agricultural
projects are deferred during the formative stage and are amortized over the
estimated life of the project.

GOODWILL

Goodwill is amortized on a straight-line basis over its estimated useful
life which ranges from 10 to 40 years. Fresh Del Monte continually assesses the
carrying value of its goodwill in order to determine whether

F-8
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FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

an impairment has occurred. This assessment takes into account both historical
and forecasted results of operations including consideration of a terminal
value.

IMPAIRMENT OF LONG-LIVED ASSETS

Fresh Del Monte accounts for the impairment of long-lived assets under
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
(SFAS No. 121). SFAS No. 121 requires impairment losses to be recorded on
long-lived assets used in operations when indicators of impairment are present
and the undiscounted cash flows estimated to be generated by those assets are
less than the assets' carrying amount. Based on current circumstances, Fresh Del
Monte does not believe that a write-down of any of its long-lived assets is
necessary.

REVENUE RECOGNITION

Revenue is recognized on sales of products when the customer receives title
to the goods, generally upon delivery.

COST OF PRODUCTS SOLD

Cost of products sold includes the cost of produce, packaging materials,
labor and overhead, ocean and inland freight and other distribution costs,
including shipping and handling costs incurred to deliver fresh produce to the
customer.

INCOME TAXES

Deferred income taxes are recognized for the tax consequences in future
years of differences between the tax basis of assets and liabilities and their
financial reporting amounts at each year end, based on enacted tax laws and
statutory tax rates applicable to the year in which the differences are expected
to affect taxable income. Valuation allowances are established when it is deemed
more likely than not that future taxable income will not be sufficient to
realize income tax benefits. Generally, income tax expense is the tax payable
for the year and the net change during the year in deferred tax assets and
liabilities.

ENVIRONMENTAL REMEDIATION LIABILITIES

Losses associated with environmental remediation obligations are accrued
when such losses are probable and can be reasonably estimated.

DEFERRED CREDIT VESSEL LEASES

Deferred credit vessel leases represents the excess of amounts due under
long-term operating leases of six vessels over the estimated fair value of such
leases. At December 31, 1999, $2.9 million was included in accrued expenses.
This amount was amortized over the remaining life of the leases, which expired
during 2000.

CURRENCY TRANSLATION

For Fresh Del Monte's operations in countries where the functional currency
is other than the U.S. dollar, balance sheet amounts are translated using the
exchange rate in effect at the balance sheet date. Income statement amounts are
translated at the average exchange rate for the year. The gains and losses
resulting from the changes in exchange rates from year to year are recorded as a
component of accumulated other comprehensive loss.

F-9
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FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

For Fresh Del Monte's other operations where the functional currency is the
U.S. dollar or where the operations are located in highly inflationary
countries, non-monetary assets are translated at historical exchange rates.
Other balance sheet amounts are translated at the exchange rates in effect at
the balance sheet date. Income statement accounts, excluding depreciation, are
translated at the average exchange rate for the year. These translation
adjustments are included in the determination of net income.

Other income (loss), net in the accompanying consolidated statements of
income includes approximately $4.7 million, $3.6 million and $1.5 million in net
losses on foreign exchange for 2000, 1999 and 1998, respectively. These amounts
include the effect of foreign currency translation and realized foreign currency
gains and losses.

STOCK BASED COMPENSATION

Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" (SFAS No. 123) encourages, but does not require,
companies to record stock-based compensation plans at fair value. Fresh Del
Monte has chosen, as allowed by the provisions of SFAS No. 123, to account for
its Stock Plan under Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" (APB No. 25) and related interpretations. Under APB
No. 25, because the exercise price of Fresh Del Monte's employee stock options
equals the market price of the underlying stock on the date of grant, no
compensation expense is recorded. SFAS No. 123 requires disclosure of the
estimated fair value of employee stock options granted after 1994 and pro forma
financial information assuming compensation expense was recorded using these
fair values.

OFF BALANCE SHEET RISK

Fresh Del Monte enters into currency forward contracts as a hedge against
certain currency exposures, principally relating to sales made in Europe and in
the Asia-Pacific region. Gains and losses on the currency forward contracts are
included in other income (loss), net when the contracts are closed.

RECLASSIFICATIONS

Certain amounts from 1999 and 1998 have been reclassified to conform to the
2000 presentation.

NEW ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS No. 133), as amended, which was
adopted by Fresh Del Monte for fiscal year 2001. This statement establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities.
It requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. Due to Fresh Del Monte's minimal use of derivatives as of
December 29, 2000, management believes that the adoption of SFAS No. 133 will
not have a significant effect on the earnings or the financial position of the
Company.

3. ACQUISITIONS

Belgian Acquisition

On January 14, 1999, Fresh Del Monte acquired all of the outstanding shares
of Banana Marketing Belgium N.V. (BMB) and executed a long-term banana purchase
agreement with a subsidiary of C.I.

F-10
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FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Banacol S.A. (Banacol). Banacol is a significant producer of bananas and BMB was
Banacol's exclusive marketing company in Europe.

The total consideration paid in connection with the acquisition of BMB was
$58.7 million. The acquisition was accounted for using the purchase method of
accounting and, accordingly, the purchase price was allocated to the assets
acquired of $36.9 million, consisting primarily of European banana import
licenses, based on an appraisal. The value assigned to the banana import
licenses is included in other noncurrent assets and is being amortized over
their estimated life of five years (See Note 17). The excess of the purchase
price over the fair value of net assets acquired of $21.8 million was classified
as goodwill and is being amortized over 20 years.

National Poultry

On November 25, 1998, Fresh Del Monte acquired a 62% majority interest in
National Poultry Company PLC (National Poultry), a publicly traded company in
Jordan, engaged in the poultry business. The total consideration paid was $11.9
million, of which approximately $6.4 million was used to pay down existing debt.
A portion of the acquired shares were purchased from members of the Abu-Ghazaleh
family for a total purchase price of $4.5 million in 1998, based on a fairness
opinion from an independent party. During 1999 and 2000, Fresh Del Monte
acquired an additional 24% interest in National Poultry. The acquisitions were
accounted for using the purchase method of accounting and, accordingly, the
purchase prices were allocated to the assets acquired and liabilities assumed
based on estimates of their underlying fair values.

The following unaudited pro forma information presents a summary of 1998
consolidated results of operations of Fresh Del Monte as if the acquisition of
National Poultry had occurred on December 27, 1997 (U.S. dollars in millions,
except share data):

1998
-----------

Net sales................................................... $ 1,615.1
Income before extraordinary charge.......................... $ 74.2
Net income.................................................. $ 56.1
Net income per ordinary share............................... $ 1.04
Number of ordinary shares used in computation............... 53,774,831

The unaudited pro forma results do not purport to be indicative of the
results of operations which actually would have resulted had the acquisition of
National Poultry occurred on December 27, 1997, or of future results of
operations of the consolidated entities.

4. INVENTORIES

Inventories consisted of the following (U.S. dollars in millions):

DECEMBER 29, DECEMBER 31,
2000 1999
------------ ------------

Fresh produce, principally in-transit....................... $ 52.4 $ 57.9
Raw materials and packaging supplies........................ 79.3 89.0
Growing crops............................................... 57.1 52.0
------ ------
$188.8 $198.9
====== ======

F-11
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FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5. INVESTMENTS IN UNCONSOLIDATED COMPANIES

Fresh Del Monte utilizes the equity method of accounting for investments in
20% to 50% owned companies and for investments in over 50% owned companies over
which Fresh Del Monte does not have control. Investments in unconsolidated
companies accounted for under the equity method amounted to $51.7 million and
$51.9 million at December 29, 2000 and December 31, 1999, respectively. At
December 29, 2000 and December 31, 1999, net amounts receivable from
unconsolidated companies amounted to $13.7 million and $9.6 million,
respectively.

These unconsolidated companies are engaged in the manufacturing of
corrugated boxes (Compania Industrial Corrugadora Guatemala, S.A. -- 50% owned)
and the production and distribution of fresh fruit and other produce (Davao
Agricultural Ventures Corporation -- 40% owned; Agricola Villa Alegre,
Ltda -- 50% owned; various melon farms -- 50% owned; and Internationale
Fruchtimport Gesellschaft Weichert & Co. (Interfrucht) -- a non-controlling 80%
interest).

Purchases from unconsolidated companies were $77.9 million, $58.7 million
and $55.5 million for 2000, 1999 and 1998, respectively.

Combined financial data of unconsolidated companies is summarized as
follows (U.S. dollars in millions):

DECEMBER 29, DECEMBER 31,
2000 1999
------------ ------------

Current assets.............................................. $ 53.2 $ 52.4
Noncurrent assets........................................... 83.2 82.5
Current liabilities......................................... (37.7) (36.5)
Noncurrent liabilities...................................... (6.6) (7.7)
------ ------
Net worth................................................... $ 92.1 $ 90.7
====== ======

YEAR ENDED
----------------------------------------
DECEMBER 29, DECEMBER 31, JANUARY 1,
2000 1999 1999
------------ ------------ ----------

Net sales........................................... $206.0 $228.4 $263.0
Gross profit........................................ 15.9 14.0 23.6
Net income.......................................... 5.8 6.3 12.4

Fresh Del Monte's portion of earnings in unconsolidated companies amounted
to $3.6 million, $3.7 million and $8.9 million, in 2000, 1999 and 1998,
respectively, and is included in other income (loss), net. Dividends received
from unconsolidated subsidiaries amounted to $2.1 million, $5.8 million and $5.3
million in 2000, 1999 and 1998, respectively.

F-12
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FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

6. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following (U.S. dollars in
millions):

DECEMBER 29, DECEMBER 31,
2000 1999
------------ ------------

Land and land improvements.................................. $ 228.6 $ 209.0
Buildings and leasehold improvements........................ 155.0 141.3
Maritime equipment (including containers)................... 207.2 182.2
Machinery and equipment..................................... 125.6 106.4
Furniture, fixtures and office equipment.................... 50.6 41.8
Automotive equipment........................................ 15.9 15.6
Construction-in-progress.................................... 23.2 26.8
------- -------
806.1 723.1
Less accumulated depreciation and amortization.............. (170.5) (132.5)
------- -------
$ 635.6 $ 590.6
======= =======

Depreciation and amortization expense amounted to $46.2 million, $36.3
million and $33.1 million for 2000, 1999 and 1998, respectively.

Buildings, containers, machinery and equipment and automotive equipment
under capital leases totaled $33.6 million and $17.2 million at December 29,
2000 and December 31, 1999, respectively. Accumulated amortization for assets
under capital leases was $6.2 million and $2.7 million at December 29, 2000 and
December 31, 1999, respectively.

7. HURRICANE MITCH

Fresh Del Monte recorded a charge in 1998 of $26.5 million in asset
write-offs and other costs, net of insurance proceeds received of $3.0 million,
due to damage incurred to its Guatemalan operations as a result of excessive
flooding caused by Hurricane Mitch. Additional insurance recoveries related to
Hurricane Mitch of $13.5 million during 1999 are included in other income
(loss), net for the year ended December 31, 1999.

Fresh Del Monte maintains insurance for both property damage and business
interruption applicable to its production facilities, including its operations
in Guatemala. The policies providing the coverages for losses caused by
Hurricane Mitch were subject to deductibles of $0.1 million for property damage
and business interruption. Fresh Del Monte is pursuing additional recoveries
under its business interruption coverages related to the damage of its
operations in Guatemala caused by Hurricane Mitch. The amount of total
recoveries under business interruption coverages cannot be estimated at this
time.

8. ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive loss consists of the following (U.S.
dollars in millions):

DECEMBER 29, DECEMBER 31,
2000 1999
------------ ------------

Currency translation adjustment............................. $(10.5) $(5.2)
Unrealized loss on available-for-sale securities............ (0.1) (3.7)
------ -----
$(10.6) $(8.9)
====== =====

F-13
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FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

9. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following (U.S.
dollars in millions):

DECEMBER 29, DECEMBER 31,
2000 1999
------------ ------------

Trade payables.............................................. $ 93.2 $ 90.3
Payroll and employee benefits............................... 9.7 10.2
Vessel and port operating expenses.......................... 16.4 19.6
Accrued interest payable.................................... 3.0 3.1
Current portion of deferred credit vessel leases............ -- 2.9
Other payables and accrued expenses......................... 64.8 69.1
------ ------
$187.1 $195.2
====== ======

10. PROVISION FOR INCOME TAXES

The provision for income taxes consisted of the following (U.S. dollars in
millions):

YEAR ENDED
----------------------------------------
DECEMBER 29, DECEMBER 31, JANUARY 1,
2000 1999 1999
------------ ------------ ----------

Current:
U.S. federal income tax........................... $ -- $ 2.5 $ 4.5
State............................................. -- 0.3 0.5
Non-U.S. ......................................... 5.7 5.8 4.9
----- ----- -----
5.7 8.6 9.9
Deferred:
U.S. ............................................. (1.0) 1.7 1.5
Non-U.S........................................... (1.8) 4.4 0.8
----- ----- -----
(2.8) 6.1 2.3
----- ----- -----
Provision for income taxes.......................... $ 2.9 $14.7 $12.2
===== ===== =====

Total income tax payments during 2000, 1999 and 1998 were $3.9 million,
$5.9 million, and $7.4 million, respectively.

Income (loss) before provision for income taxes and extraordinary item
consisted of the following (U.S. dollars in millions):

YEAR ENDED
----------------------------------------
DECEMBER 29, DECEMBER 31, JANUARY 1,
2000 1999 1999
------------ ------------ ----------

United States....................................... $(13.5) $ 3.3 $13.8
Non-U.S............................................. 49.5 68.3 75.8
------ ----- -----
$ 36.0 $71.6 $89.6
====== ===== =====

F-14
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FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The differences between the reported provision for income taxes and income
taxes computed at the U.S. statutory federal income tax rate are explained in
the following reconciliation (U.S. dollars in millions):

YEAR ENDED
----------------------------------------
DECEMBER 29, DECEMBER 31, JANUARY 1,
2000 1999 1999
------------ ------------ ----------

Income tax provision computed at the U.S. statutory
federal income tax rate........................... $12.6 $ 25.1 $ 31.4
Effect of non-U.S. operations and tax rates......... (9.7) (10.5) (19.1)
Other............................................... -- 0.1 (0.1)
----- ------ ------
$ 2.9 $ 14.7 $ 12.2
===== ====== ======

Deferred income tax assets and liabilities consisted of the following (U.S.
dollars in millions):

DECEMBER 29, DECEMBER 31,
2000 1999
------------ ------------

Deferred tax liabilities:
Inventories............................................... $ (8.6) $ (8.5)
Investments............................................... -- (1.8)
Depreciation.............................................. (14.2) (12.7)
Equity in earnings of unconsolidated companies............ (4.1) (4.0)
------ ------
Total deferred tax liabilities.................... (26.9) (27.0)
Deferred tax assets:
Pension liability......................................... 1.1 1.4
Post-retirement benefits other than pension............... 6.7 6.7
Net operating loss carryforwards.......................... 29.8 23.6
Other, net................................................ 8.6 5.2
------ ------
Total deferred tax assets......................... 46.2 36.9
Valuation allowance....................................... (27.8) (21.2)
------ ------
Net deferred tax liabilities.............................. $ (8.5) $(11.3)
====== ======

The valuation allowance established with respect to the deferred tax assets
relates primarily to net operating losses and employee benefit accruals in
taxing jurisdictions where, due to Fresh Del Monte's current and foreseeable
operations within the various jurisdictions, it is deemed more likely than not
that future taxable income will not be sufficient within such jurisdictions to
realize the related income tax benefits. During 2000, the valuation allowance
increased by $6.6 million.

At December 29, 2000, Fresh Del Monte had approximately $127.3 million of
tax operating loss carry forwards expiring as follows (U.S. dollars in
millions):

EXPIRATION AMOUNT
---------- ------

2001........................................................ $ 36.3
2002........................................................ 12.1
2003........................................................ 0.4
2004........................................................ 1.5
2005 and beyond............................................. 13.4
No expiration............................................... 63.6
------
$127.3
======

F-15
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FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

11. NOTES PAYABLE TO BANKS

Fresh Del Monte has a $1.0 million working capital revolving credit
facility with a bank in Japan. This facility expires on April 30, 2001 and bears
interest, as of December 29, 2000, at 2.5%. As of December 31, 1999, Fresh Del
Monte also had working capital revolving credit facilities with various banks in
Central America and Europe. These facilities were closed during 2000. At
December 29, 2000 and December 31, 1999, there was $0.4 million and $3.2
million, respectively, of borrowings outstanding under these credit facilities.

The weighted average interest rate on borrowings under these short-term
credit facilities as of December 29, 2000 and December 31, 1999 was 2.5% and
6.94%, respectively. The cash payments for interest on notes payable to banks
and other financial institutions was $0.3 million, $0.2 million and $6.1 million
for 2000, 1999 and 1998, respectively.

12. LONG-TERM DEBT

The following is a summary of long term-debt (U.S. dollars in millions):

DECEMBER 29, DECEMBER 31,
2000 1999
------------ ------------

$450.0 million five-year syndicated credit facility (see
below).................................................... $246.3 $397.8
$135.0 million five-year term loan (see below).............. 128.2 --
Term notes bearing interest at various rates ranging from
8.62% to LIBOR plus 1.25% (7.91% at December 29, 2000),
payable in quarterly installments of principal and
interest maturing in January 2003 and January 2004,
secured by mortgages on five of Fresh Del Monte's
vessels................................................... 11.9 --
Term notes bearing interest at 8.62%, payable in quarterly
installments of principal and interest maturing in January
2003, secured by mortgages on five of Fresh Del Monte's
vessels................................................... 17.2 22.3
Term notes bearing interest at various rates ranging from
6.88% to 7.14% and LIBOR plus 1.25% (8.06% at December 29,
2000), payable in quarterly installments of principal and
interest maturing from August 2001 to January 2005, with a
balloon payment of $6.9 million due in January 2005,
secured by mortgages on five of Fresh Del Monte's
vessels................................................... 22.6 28.2
Term notes payable to financial institutions, bearing
interest at LIBOR plus 1% (7.76% at December 29, 2000) due
October 2003, secured by mortgages on five of Fresh Del
Monte's vessels........................................... 22.6 29.2
Various other notes payable................................. 12.8 11.8
------ ------
Total....................................................... 461.6 489.3
Less current portion........................................ (45.0) (21.6)
------ ------
$416.6 $467.7
====== ======

On May 19, 1998, Fresh Del Monte completed a tender offer to purchase
$200.0 million of outstanding 10% notes due 2003 (N.V. Notes). Approximately
98.4%, or $196.8 million, of the N.V. Notes were purchased in the tender offer.
The purchase was funded by a drawdown of $207.9 million from the $350.0 million,
five-year syndicated credit facility (the Revolving Credit Facility) entered
into by Fresh Del Monte, and certain wholly-owned subsidiaries of Fresh Del
Monte, with Rabobank International, New York Branch, as agent. The remaining
N.V. Notes were redeemed in June 1998 at a redemption price of $1,050 for each
$1,000 principal amount of N.V. Notes being redeemed, plus accrued interest to
the date of redemption. Completion of the tender offer and the redemption
resulted in an extraordinary charge of $18.1 million.

F-16
82
FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

On December 15, 1998, the Revolving Credit Facility was amended to increase
the borrowing level to $389.0 million and on May 20, 1999, the Revolving Credit
Facility was amended to increase the borrowing level to $450.0 million. The
Revolving Credit Facility includes a swing line facility, a letter of credit
facility and an exchange contract facility. The Revolving Credit Facility is
collateralized directly or indirectly by substantially all of the assets of
Fresh Del Monte and its subsidiaries. The facility expires on May 19, 2003, and
permits borrowings with an interest rate based on a spread over the London
Interbank offered rate (LIBOR). Outstanding borrowings at December 29, 2000 were
$246.3 million, bearing interest at an average rate of 9.22%. At December 29,
2000, Fresh Del Monte applied $2.2 million of available credit under this
facility towards the issuance of letters of credit.

On May 10, 2000, Fresh Del Monte amended its $450.0 million Revolving
Credit Facility to include a five-year term loan (Term Loan) of $135.0 million
giving Fresh Del Monte a total borrowing capacity under this facility of $585.0
million. The Term Loan has similar terms and conditions as the Revolving Credit
Facility, is payable in quarterly installments of $3.4 million which commenced
in September 2000, and bears interest based on a spread over LIBOR (9.66% at
December 29, 2000). The Term Loan matures on May 10, 2005 with a balloon payment
of $70.9 million. Fresh Del Monte used the total proceeds from the $135.0
million Term Loan to pay-down a portion of the outstanding balance on the $450.0
million five-year Revolving Credit Facility. The unpaid balance at December 29,
2000 of the Term Loan was $128.2 million.

The Revolving Credit Facility contains covenants, which require Fresh Del
Monte to maintain certain minimum financial ratios and limits the payment of
future dividends. In connection with the Revolving Credit Facility, Fresh Del
Monte entered into an interest rate swap agreement expiring in 2003 with the
same bank to limit the effect of increases in interest rates on a portion of the
Revolving Credit Facility. The nominal amount of the swap decreases over its
life from $150.0 million in the first three months, to $53.6 million in the last
three months. The cash differentials paid or received on the swap agreement are
accrued and recognized as adjustments to interest expense. Interest income
related to the swap agreement for 2000 amounted to $0.3 million. Interest
expense related to the swap agreement for 1999 and 1998 amounted to $0.9 million
and $0.7 million, respectively.

Cash payments of interest on long-term debt were $39.2 million, $29.4
million and $22.3 million for 2000, 1999 and 1998, respectively.

Maturities on long-term debt during the next five years are (U.S. dollars
in millions):

2001........................................................ $ 45.0
2002........................................................ 39.8
2003........................................................ 276.9
2004........................................................ 17.0
2005........................................................ 81.4
Thereafter.................................................. 1.5
------
$461.6
======

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FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

13. CAPITAL LEASE OBLIGATIONS

Fresh Del Monte leases certain buildings, machinery and equipment, and
containers under capital leases. These lease obligations are payable in monthly
installments. The future minimum lease payments at December 29, 2000 are as
follows (U.S. dollars in millions):

2001........................................................ $ 7.6
2002........................................................ 7.2
2003........................................................ 5.6
2004........................................................ 3.7
2005........................................................ 0.8
Thereafter.................................................. 3.5
-----
Total payments remaining under capital leases............... 28.4
Less amount representing interest........................... (4.9)
-----
Present value of capital leases............................. 23.5
Less current portion........................................ (6.1)
-----
Capital lease obligations, net of current portion........... $17.4
=====

14. EARNINGS PER SHARE

Basic and diluted per share income is calculated as follows (U.S. dollars
in millions, except share data):

YEAR ENDED
-----------------------------------------
DECEMBER 29, DECEMBER 31, JANUARY 1,
2000 1999 1999
------------ ------------ -----------

NUMERATOR:
Income before extraordinary charge.............. $ 33.1 $ 56.9 $ 77.4
Extraordinary charge on early extinguishment of
debt.......................................... -- -- 18.1
----------- ----------- -----------
Net income...................................... $ 33.1 $ 56.9 $ 59.3
=========== =========== ===========
DENOMINATOR:
Denominator for basic earnings per
share -- weighted average number of ordinary
shares outstanding............................ 53,763,600 53,763,600 53,632,656
Effect of dilutive securities:
Employee stock options.......................... 783 41,637 119,152
Shares issuable in connection with an
acquisition................................... -- -- 23,023
----------- ----------- -----------
Denominator for diluted earnings per share...... 53,764,383 53,805,237 53,774,831
=========== =========== ===========
Basic and diluted per share amounts:
Income before extraordinary charge............ $ 0.62 $ 1.06 $ 1.44
Extraordinary charge.......................... $ -- $ -- $ (0.34)
Net income.................................... $ 0.62 $ 1.06 $ 1.10

The number of outstanding stock options considered antidilutive for either
part or all of the fiscal year and not included in the calculation of diluted
net income per share for 2000 and 1999 were 3,082,000 and 3,078,000,
respectively. There were no antidilutive stock options in 1998.

F-18
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FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

15. RETIREMENT AND OTHER EMPLOYEE BENEFITS

U.S. Plans

Fresh Del Monte sponsors two non-contributory defined benefit pension
plans, which cover substantially all of its U.S. based employees. These plans
provide benefits based on the employees' years of service and qualifying
compensation. Fresh Del Monte's funding policy for these plans is to contribute
amounts sufficient to meet the minimum funding requirements of the Employee
Retirement Income Security Act of 1974, as amended, or such additional amounts
as determined appropriate to assure that assets of the plans would be adequate
to provide benefits. Substantially all of the plans' assets are invested in
fixed income and equity funds.

As of July 31, 1997, a subsidiary of Fresh Del Monte "froze" (i.e., ceased
accruing benefits under) its cash balance pension plan covering all salaried
employees who are U.S. based and work a specified minimum number of hours. The
hypothetical account balances under such plan continued to be credited with
monthly interest and participants who are not fully vested in such plan
continued to earn vesting services after July 31, 1997. Fresh Del Monte adopted
an amendment to terminate the cash balance plan effective as of December 31,
1999 and a settlement distribution of $10.1 million was paid during 2000. The
loss recognized in 2000 due to settlement amounted to $1.1 million.

Fresh Del Monte provides contributory health care benefits to its U.S.
retirees and their dependents. Fresh Del Monte has recorded a liability equal to
the unfunded accumulated benefit obligation as required by the provisions of
Statement of Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other than Pensions" (SFAS No. 106). SFAS No. 106
requires that the cost of these benefits, which are primarily for health care
and life insurance, be recognized in the financial statements throughout the
employees' active working careers. Claims under the plan are funded by Fresh Del
Monte as they are incurred and, accordingly, the plan has no assets.

The weighted average discount rate used in determining the accumulated
benefit obligation for postretirement pension benefit obligation was 7.25% and
7.5% at December 29, 2000 and December 31, 1999, respectively. For measuring the
liability as of December 29, 2000, a 5.75% annual rate of increase in real
medical inflation, declining gradually to 4.75% by the year 2003 and thereafter,
were assumed.

The assumptions used in the calculation of the actuarial present value of
the projected benefit obligation and expected long-term return on plan assets
for Fresh Del Monte's defined benefit pension plans consisted of the following:

DECEMBER 29, DECEMBER 31,
2000 1999
------------- -------------

Weighted average discount rate........................ 6.00% - 7.50% 6.00% - 6.75%
Rate of increase in compensation levels............... 4.50% 4.50%
Expected long-term return on assets................... 7.75% - 8.75% 7.75% - 8.75%

F-19
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FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following table sets forth a reconciliation of benefit obligations,
plan assets and funded status for Fresh Del Monte's defined benefit pension
plans and post retirement pension plan as of December 29, 2000 and December 31,
1999 (U.S. dollars in millions):

POSTRETIREMENT PLAN DEFINED BENEFIT PLANS
--------------------------- ---------------------------
DECEMBER 29, DECEMBER 31, DECEMBER 29, DECEMBER 31,
2000 1999 2000 1999
------------ ------------ ------------ ------------

CHANGES IN BENEFIT OBLIGATION:
Benefit obligation at beginning of period..... $ 12.5 $ 11.2 $21.2 $33.7
Service cost.................................. 0.5 0.4 0.3 0.4
Interest cost................................. 0.9 0.9 1.4 2.1
Actuarial (gain)/loss......................... 0.2 0.5 2.0 (1.0)
Benefits paid................................. (0.4) (0.5) (0.7) (2.6)
Settlements................................... -- -- (10.1) (11.0)
Foreign exchange translation.................. -- -- (0.1) (0.4)
------ ------ ----- -----
Benefit obligation at end of period........... $ 13.7 $ 12.5 $14.0 $21.2
====== ====== ===== =====
CHANGE IN PLAN ASSETS:
Fair value of plan assets at beginning of
period...................................... $ -- $ -- $18.5 $29.6
Actual return on plan assets.................. -- -- 1.2 1.5
Employer contribution......................... 0.4 0.5 1.9 1.0
Benefits paid................................. (0.4) (0.5) (0.7) (2.6)
Settlements................................... -- -- (10.1) (11.0)
------ ------ ----- -----
Fair value of plan assets at end of period.... $ -- $ -- $10.8 $18.5
====== ====== ===== =====
RECONCILIATION:
Funded status................................. $(13.7) $(12.5) $(3.2) $(2.7)
Unrecognized net (gain)/loss.................. (5.6) (6.3) 0.9 (0.1)
------ ------ ----- -----
Accrued benefit cost.......................... $(19.3) $(18.8) $(2.3) $(2.8)
====== ====== ===== =====

The following table sets forth the net periodic pension cost of Fresh Del
Monte's defined benefit pension plans for 2000, 1999 and 1998 (U.S. dollars in
millions):

YEAR ENDED
----------------------------------------
DECEMBER 29, DECEMBER 31, JANUARY 1,
2000 1999 1999
------------ ------------ ----------

Service cost-benefits earned during the period...... $ 0.3 $ 0.4 $ 0.3
Interest cost on projected benefit obligation....... 1.4 2.1 2.2
Expected return on assets........................... (1.3) (2.1) (2.1)
----- ----- -----
Net periodic pension expense for defined benefit
plans............................................. $ 0.4 $ 0.4 $ 0.4
===== ===== =====

F-20
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FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following table sets forth the net periodic cost of Fresh Del Monte's
postretirement plan for 2000, 1999 and 1998 (U.S. dollars in millions):

YEAR ENDED
----------------------------------------
DECEMBER 29, DECEMBER 31, JANUARY 1,
2000 1999 1999
------------ ------------ ----------

Service cost-benefits earned during the period...... $ 0.5 $ 0.4 $ 0.3
Interest cost on accumulated postretirement benefit
obligation........................................ 0.9 0.9 0.7
Net amortization of deferred gain................... (0.4) (0.3) (0.6)
----- ----- -----
Net periodic postretirement benefit cost............ $ 1.0 $ 1.0 $ 0.4
===== ===== =====

The cost trend rate assumption has a significant impact on the amounts
reported. For example, increasing the cost trend rate 1% each year would
increase the accumulated postretirement benefit obligation by $1.9 million as of
December 29, 2000 and the total of service cost plus interest cost by $0.2
million for 2000. In addition, decreasing the trend rate by 1% would decrease
the accumulated postretirement benefit obligation by $1.6 million as of December
29, 2000 and the total of the service cost plus interest cost by $0.2 million
for 2000.

Fresh Del Monte also sponsors a defined contribution plan established
pursuant to Section 401(k) of the Internal Revenue Code. Subject to certain
dollar limits, employees may contribute a percentage of their salaries to the
plan, and Fresh Del Monte will match a portion of each employee's contribution.
This plan is in effect for U.S. based employees only. The expense pertaining to
this plan was $0.4 million, $0.4 million and $0.3 million for 2000, 1999 and
1998, respectively.

Non U.S. Plans

Fresh Del Monte provides retirement benefits to substantially all employees
who are not U.S. based. Generally, benefits under these programs are based on an
employee's length of service and level of compensation. The majority of these
programs are commonly referred to as termination indemnities which provide
retirement benefits in accordance with programs mandated by the governments of
the countries in which such employees work. The expense pertaining to these
programs was $4.5 million, $7.5 million and $6.4 million for 2000, 1999 and
1998, respectively. The decrease in the expense in 2000 was caused primarily by
a decrease in the number of employees covered by the program due to terminations
during 1999 and 2000.

Funding generally occurs when employees cease active service. The most
significant of these programs pertains to one of Fresh Del Monte's subsidiaries
in Central America for which a liability of $15.6 million and $15.8 million was
recorded at December 29, 2000 and December 31, 1999, respectively. Expenses for
this program for 2000, 1999 and 1998 amounted to $1.8 million, $3.3 million and
$3.4 million, respectively, including service cost earned of $0.9 million, $1.6
million and $1.7 million, and interest cost of $0.9 million, $1.7 million and
$1.7 million, respectively.

As of August 31, 1997, a subsidiary of the Fresh Del Monte "froze" (i.e.,
ceased accruing benefits under) its salary continuation plan covering all
Central American management personnel. At December 29, 2000 and December 31,
1999, Fresh Del Monte had $8.7 million and $8.2 million, respectively, accrued
for this plan.

16. STOCK BASED COMPENSATION

Effective upon the completion of its Initial Public Offering in October
1997, Fresh Del Monte established a share option plan pursuant to which options
to purchase ordinary shares may be granted to certain directors, officers and
key employees of Fresh Del Monte chosen by the Board of Directors (the 1997
Plan). Under the

F-21
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FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

1997 Plan, the Board of Directors is authorized to grant options to purchase an
aggregate of 2,380,030 ordinary shares. Under this plan, options have been
granted to directors, officers and other key employees to purchase ordinary
shares of Fresh Del Monte at the fair market value of the ordinary shares at the
date of grant.

On May 11, 1999, Fresh Del Monte's shareholders approved and ratified the
1999 Share Incentive Plan (the 1999 Plan). Under the 1999 Plan, the Board of
Directors is authorized to grant options to purchase an aggregate of 2,000,000
ordinary shares. Under this plan, options have been granted to directors,
officers and other key employees to purchase ordinary shares of Fresh Del Monte
at the fair market value of the ordinary shares at the date of grant.

Under the plans, twenty percent of the options vest immediately and the
remaining options vest in equal installments over the next four years and may be
exercised over a period not in excess of ten years. During 2000, the vesting
schedule for 120,000 options granted during the year was accelerated so that
100% of the options vested within six months.

A summary of Fresh Del Monte's stock option activity and related
information is as follows:

WEIGHTED AVERAGE
NUMBER OF SHARES EXERCISE PRICE
---------------- ----------------

Options Outstanding at December 26, 1997............... 1,355,000 $16.00
Granted.............................................. 60,000 $14.22
Exercised............................................ (163,000) $16.00
Canceled............................................. (25,000) $16.00
--------- ------
Options Outstanding at January 1, 1999................. 1,227,000 $15.91
Granted.............................................. 1,960,000 $10.89
Canceled............................................. (79,000) $15.32
Options Outstanding at December 31, 1999............... 3,108,000 $12.08
Granted.............................................. 150,000 $ 9.14
Canceled............................................. (176,000) $13.90
--------- ------
Options Outstanding at December 29, 2000............... 3,082,000 $12.52
========= ======
Exercisable at January 1, 1999......................... 390,000 $15.95
========= ======
Exercisable at December 31, 1999....................... 1,155,000 $14.10
========= ======
Exercisable at December 29, 2000....................... 1,698,000 $13.10
========= ======

Options outstanding at December 29, 2000 have a range of exercise prices
from $7.88 to $16.00. Their weighted average remaining contractual life at
December 29, 2000 is approximately eight years.

SFAS No. 123 requires pro forma information regarding net income and
earnings per share determined as if Fresh Del Monte had accounted for its
employee stock options under the fair value method of SFAS No. 123. The fair
value for the outstanding options was estimated at the date of grant using a
Black-Scholes option pricing model. The Black-Scholes option valuation model was
developed for use in estimating the fair value of traded options that have no
vesting restrictions and are fully transferable. In addition, option valuation
models require the input of highly subjective assumptions, including the
expected stock price volatility.

The weighted-average fair value of each option granted during 2000, 1999
and 1998 is estimated at $1.37, $5.18 and $9.25, respectively, on the date of
grant using the Black-Scholes option-pricing model using the following
assumptions: dividend yield of 0%, expected volatility of 0.53, 0.45 and 0.766
in 2000, 1999 and 1998, respectively, risk free interest rate of 5.02%, 6.13%
and 4.53% in 2000, 1999 and 1998, respectively, and expected lives of two to
five years.

F-22
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FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

For purposes of pro forma disclosures required by SFAS No. 123, the
estimated fair value of the options is amortized to expense over the options'
vesting period. Fresh Del Monte's 2000, 1999 and 1998 pro forma information
follows (U.S. dollars in millions, except per share data):

YEAR ENDED
----------------------------------------
DECEMBER 29, DECEMBER 31, JANUARY 1,
2000 1999 1999
------------ ------------ ----------

Net income.......................................... $27.8 $52.4 $56.9
Net income per ordinary share....................... $0.52 $0.97 $1.06

In accordance with APB No. 25, because the exercise price of Fresh Del
Monte's employee stock options equaled the market price of the underlying stock
on the date of grant, no compensation expense was recorded for 2000, 1999 or
1998 in connection with the 1997 Plan and the 1999 Plan.

17. COMMITMENTS AND CONTINGENCIES

Fresh Del Monte leases agricultural land and certain property, plant and
equipment, including office facilities and vessels, under operating leases. The
aggregate minimum rental payments under all operating leases with initial terms
of one year or more at December 29, 2000 are as follows (U.S. dollars in
millions):

2001........................................................ $10.5
2002........................................................ 10.5
2003........................................................ 8.1
2004........................................................ 6.4
2005........................................................ 5.8
Thereafter.................................................. 14.2
-----
$55.5
=====

Total rent expense for all operating leases amounted to $39.0 million,
$55.2 million and $59.7 million for 2000, 1999 and 1998, respectively, of which
$22.1 million, $40.9 million and $43.4 million pertained to vessel charter lease
commitments in 2000, 1999 and 1998, respectively.

Fresh Del Monte also has agreements to purchase substantially all of the
production of certain independent growers in Costa Rica, Guatemala, Ecuador,
Cameroon, Colombia, Chile, Panama, South Africa and the Philippines. Total
purchases under these agreements amounted to $494.8 million, $560.9 million and
$481.2 million for 2000, 1999 and 1998, respectively.

Two of Fresh Del Monte's subsidiaries guarantee the debt on a vessel owned
by Interfrucht, an unconsolidated subsidiary of Fresh Del Monte. The debt
totaled $0.6 million and $1.9 million at December 29, 2000 and December 31,
1999, respectively.

Fresh Del Monte is waiting for the clarification as to whether the European
Union will implement a new banana import system or continue with the current
system. If the European Union implements a new import system that does not
require banana import licenses as used in the current system, Fresh Del Monte
may have to record a non-cash charge due to the write-off of the unamortized
value assigned to European banana import licenses acquired in connection with
the Belgian Acquisition (See Note 3).

18. LITIGATION

Starting in December 1993, two of Fresh Del Monte's U.S. subsidiaries were
named among the defendants in a number of actions in courts in Texas, Louisiana,
Mississippi, Hawaii, Costa Rica and the

F-23
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FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Philippines involving allegations by numerous foreign plaintiffs that they were
injured as a result of exposure to a nematocide containing the chemical
dibromochloropropane (DBCP) during the period 1965 to 1990.

In December 1998, these subsidiaries entered into a settlement in the
amount of $4.6 million with counsel representing approximately 25,000
individuals. Of the six principal defendants in these DBCP cases, Dow Chemical
Company, Shell Oil Company, Occidental Chemical Corporation and Chiquita Brands,
Inc. have also settled these claims. Under the terms of our settlement,
approximately 22,000 of these claimants dismissed their claims with prejudice
and without payment. The 2,643 claimants who allege employment on a
company-related farm in Costa Rica and the Philippines and who demonstrated some
injury were offered a share of the settlement funds upon execution of a release.
Over 98% of these claimants accepted the terms of our settlement, the majority
of which has been recovered from our insurance carriers. The remaining claimants
did not accept the settlement proceeds and approximately $268,000 was returned
to the Company's subsidiaries.

On February 16, 1999, two of Fresh Del Monte's U.S. subsidiaries were
purportedly served in the Philippines in an action entitled Davao Banana
Plantation Workers' Association of Tiburcia, Inc. v. Shell Oil Co., et al. The
action is brought by a Banana Workers' Association purportedly on behalf of its
34,852 members for injuries they allege to have incurred as a result of DBCP
exposure. At this time, it is not known how many, if any, of the Association's
members are claiming against the Fresh Del Monte's subsidiaries, and whether
these are the same individuals who have already settled their claims against the
Company's subsidiaries.

Fresh Del Monte's subsidiaries filed motions to dismiss and for
reconsideration on jurisdictional grounds, which were denied. Accordingly, Fresh
Del Monte's subsidiaries answered the complaint denying all of plaintiff's
allegations.

On June 19, 1995, a group of several thousand plaintiffs in an action
entitled Lucas Pastor Canales Martinez, et al. v. Dow Chemical Co. et al. sued
one of the Fresh Del Monte's subsidiaries along with several other defendants in
the District Court for the Parish of St. Charles, Louisiana asserting claims
similar to those arising in the Texas cases due from the alleged exposure to
DBCP. That action was removed to the United States District Court in New Orleans
and was subsequently remanded in September 1996. Fresh Del Monte's subsidiary
has answered the complaint and asserted substantial defenses. Following the
decision of the United States Court of Appeals for the Fifth Circuit in the
Texas actions, this action was re-removed to federal court in November 2000.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

represented by the same counsel who filed the Mississippi and Hawaii actions as
well as a number of the claimants who have not accepted the settlement offer.
Fresh Del Monte's subsidiary has been given an indefinite extension of time to
respond to the complaints. At this time, it is not known how many of the 2,962
Godoy Rodriguez and Martinez Puerto plaintiffs are claiming against the Fresh
Del Monte's subsidiary and it is premature to evaluate the likelihood of a
favorable or unfavorable outcome with respect to any of the non-settled DBCP
claims.

On December 4, 2000, the Honolulu Board of Water Supply (Board) amended its
complaint (the original complaint did not include Fresh Del Monte as a
defendant) in state court to include one of Fresh Del Monte's subsidiaries as
one of several defendants for alleged contamination of certain water wells in
Honolulu, Hawaii. In January 2001, the Board agreed to dismiss Fresh Del Monte's
subsidiary without prejudice. The parties are in the process of filing the
dismissal.

On January 8, 2001, local residents of Honolulu, Hawaii amended their
complaint (the original complaint did not include Fresh Del Monte as a
defendant) in federal court to include one of Fresh Del Monte's subsidiaries as
one of several defendants for injuries allegedly caused by consuming
contaminated water. Fresh Del Monte's subsidiary is in the process of filing its
denial of all the Plaintiffs' claims and asserting substantial defenses.

Fresh Del Monte's subsidiaries intend to vigorously defend themselves in
all of these matters. At this time, management is not able to evaluate the
likelihood of a favorable or unfavorable outcome in any of the above-described
matters. Accordingly, management is not able to estimate the range or amount of
loss, if any, on any of the above-described matters and no accruals have been
recorded as of December 29, 2000.

In 1980, elevated levels of certain chemicals were detected in the soil and
ground water at a plantation leased by one of Fresh Del Monte's subsidiaries in
Honolulu, Hawaii (Kunia Well Site). Shortly thereafter, Fresh Del Monte's
subsidiary discontinued the use of the Kunia Well site and provided an alternate
water source to area well users and the subsidiary commenced its own voluntary
cleanup operation. In 1993, the Environmental Protection Agency (EPA) identified
the Kunia Well Site for potential listing on the National Priorities List (NPL)
under the Comprehensive Environmental Response, Compensation and Liability Act
of 1980, as amended. On December 16, 1994, the EPA issued a final rule adding
the Kunia Well Site to the NPL. On September 28, 1995, Fresh Del Monte's
subsidiary entered into an order (Order) with the EPA to conduct the remedial
investigation and the feasibility study of the Kunia Well Site. Under the terms
of the Order, Fresh Del Monte's subsidiary submitted a remedial investigation
report in November 1998 for review by the EPA. The EPA approved the remedial
investigation report in February 1999. A final draft feasibility study was
submitted for EPA review in December 1999, and it is expected that the
feasibility study will be finalized by the first half of 2001.

Based on the draft feasibility study submitted to the EPA in December 1999,
the estimated remediation costs associated with this matter are expected to be
between $4.2 million and $28.1 million. Certain portions of these estimates have
been discounted using a 5% interest rate. The undiscounted estimates are between
$5.0 million and $30.0 million. An accrual of $4.2 million is included in other
noncurrent liabilities in the accompanying balance sheets.

In addition to the foregoing, Fresh Del Monte's subsidiaries are involved
from time to time in various claims and legal actions incident to their
operations, both as plaintiff and defendant. In the opinion of management, after
consulting with legal counsel, none of these other claims are currently expected
to have a material adverse effect on Fresh Del Monte.

F-25
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FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

19. FINANCIAL INSTRUMENTS AND CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject Fresh Del Monte to
concentrations of credit risk consist principally of temporary cash investments
and trade receivables. Fresh Del Monte places its temporary cash investments
with highly-rated financial institutions. Concentrations of credit risk with
respect to trade receivables are limited due to the large number of customers
comprising Fresh Del Monte's customer base, and their dispersion across many
different geographical regions. Generally, Fresh Del Monte does not require
collateral or other security to support customer receivables.

OFF BALANCE SHEET RISK

Fresh Del Monte enters into currency forward contracts as a hedge against
certain currency exposures, principally relating to sales made in Europe and the
Asia-Pacific region. Gains and losses on these contracts are included in other
income (loss), net when the contracts are closed. At December 29, 2000, Fresh
Del Monte had $15.2 million (notional amount) of currency forward contracts
outstanding for the Euro with an unrealized loss of $0.8 million and $8.7
million (notional amount) of currency forward contracts outstanding for Japanese
yen with an unrealized gain of $0.1 million. At December 31, 1999, there was
$10.8 million (notional amount) of currency forward contracts outstanding for
Japanese yen with an unrealized gain of $0.2 million.

Counterparties expose Fresh Del Monte to credit loss in the event of
non-performance on currency forward contracts. However, because the contracts
are entered into with highly-rated financial institutions, Fresh Del Monte does
not anticipate non-performance by any of these counterparties. The exposure is
usually the amount of the unrealized gains, if any, in such contracts.

Fresh Del Monte, in estimating its fair value disclosures for financial
instruments, used the following methods and assumptions:

Cash and cash equivalents, accounts receivable, advances to growers, and
accounts payable: The carrying value reported in the balance sheet for these
items approximates their fair value.

Capital lease obligations. The carrying value of Fresh Del Monte's capital
lease obligations approximate their fair value based on current interest rates
for similar instruments.

Notes payable and long-term debt: The carrying value of Fresh Del Monte's
notes payable and long-term debt approximate their fair value since they bear
interest at variable rates or fixed rates which approximate market.

The carrying amounts and fair values of Fresh Del Monte's financial
instruments are as follows (U.S. dollars in millions):

DECEMBER 29, DECEMBER 31,
2000 1999
------------------ ------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- ------- -------- -------

Cash and cash equivalents......................... $ 10.6 $ 10.6 $ 31.2 $ 31.2
Accounts receivables.............................. 142.7 142.7 136.4 136.4
Accounts payable.................................. (93.2) (93.2) (90.3) (90.3)
Long-term debt.................................... (461.6) (461.6) (489.3) (489.3)
Capital lease obligations......................... (23.5) (23.5) (11.6) (11.6)
Forward contracts................................. -- (0.7) -- (0.2)
Swap agreement.................................... -- (0.3) -- 1.5

F-26
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FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

20. RELATED PARTY TRANSACTIONS

Fresh Del Monte's products are distributed in Northern Europe by
Interfrucht, an unconsolidated subsidiary. Receivables from Interfrucht,
included in accounts receivable, were $2.8 million and $4.5 million at December
29, 2000 and December 31, 1999, respectively. Sales to this distributor amounted
to $85.8 million, $112.5 million and $131.2 million for 2000, 1999 and 1998,
respectively.

Sales to Ahmed Abu-Ghazaleh & Sons Company, a related party through common
ownership, were $17.3 million, $8.7 million and $1.9 million in 2000, 1999 and
1998, respectively. At December 29, 2000 and December 31, 1999 there were $1.2
million and $0.7 million, respectively, of receivables from this related party,
which are included in trade accounts receivable.

21. UNAUDITED QUARTERLY FINANCIAL INFORMATION

The following summarizes certain quarterly operating data (U.S. dollars in
millions, except per share data):

QUARTER ENDED
---------------------------------------------------
MARCH 31, JUNE 30, SEPTEMBER 29, DECEMBER 29,
2000 2000 2000 2000
--------- -------- ------------- ------------

Net sales................................... $536.1 $516.2 $395.8 $411.2
Gross profit................................ 71.3 48.3 21.9 25.4
Net income (loss)........................... $ 38.5 $ 17.2 $(14.1) $ (8.5)
Net income (loss) per share................. $ 0.72 $ 0.32 $(0.26) $(0.16)

QUARTER ENDED
---------------------------------------------------
APRIL 2, JULY 2, OCTOBER 1, DECEMBER 31,
1999 1999 1999 1999
--------- -------- ------------- ------------

Net sales................................... $493.4 $476.2 $369.1 $404.5
Gross profit................................ 64.9 54.2 26.2 5.3
Net income (loss)........................... $ 35.4 $ 33.5 $ 6.6 $(18.6)
Net income (loss) per share................. $ 0.66 $ 0.62 $ 0.12 $(0.35)

22. BUSINESS SEGMENT DATA

Fresh Del Monte is principally engaged in one major line of business, the
production, distribution and marketing of bananas and other fresh produce. Fresh
Del Monte's products are sold in markets throughout the world, with its major
producing operations located in North, Central and South America, the
Asia-Pacific region and Africa.

Fresh Del Monte's operations have been aggregated on the basis of products;
bananas, other fresh produce and non-produce.

F-27
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FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Fresh Del Monte evaluates performance based on several factors, of which
gross profit by product and total assets by geographic region are the primary
financial measures (U.S. dollars in millions):

YEAR ENDED
---------------------------------------------------------
DECEMBER 29, DECEMBER 31, JANUARY 1,
2000 1999 1999
----------------- ----------------- -----------------
NET GROSS NET GROSS NET GROSS
SALES PROFIT SALES PROFIT SALES PROFIT
-------- ------ -------- ------ -------- ------

Bananas......................... $ 921.0 $ 6.3 $ 951.3 $ (4.0) $ 897.5 $ 32.7
Other fresh produce............. 838.9 162.1 701.3 155.5 638.2 160.6
Non-produce..................... 99.4 (1.5) 90.6 (0.9) 64.4 1.4
-------- ------ -------- ------ -------- ------
Total................. $1,859.3 $166.9 $1,743.2 $150.6 $1,600.1 $194.7
======== ====== ======== ====== ======== ======

YEAR ENDED
----------------------------------------
DECEMBER 29, DECEMBER 31, JANUARY 1,
2000 1999 1999
------------ ------------ ----------

NET SALES BY GEOGRAPHIC REGION:
North America..................................... $ 922.2 $ 830.4 $ 781.0
Europe............................................ 572.7 601.5 522.8
Asia-Pacific...................................... 324.5 280.7 237.7
Other............................................. 39.9 30.6 58.6
-------- -------- --------
Total net sales........................... $1,859.3 $1,743.2 $1,600.1
======== ======== ========

DECEMBER 29, DECEMBER 31,
2000 1999
------------ ------------

PROPERTY PLANT AND EQUIPMENT:
North America............................................. $ 55.9 $ 40.3
Europe.................................................... 49.0 42.2
Asia-Pacific.............................................. 2.3 1.7
Central and South America................................. 345.9 340.9
Maritime equipment (including containers)................. 159.4 146.7
Corporate................................................. 23.1 18.8
------ ------
Total property, plant and equipment............... $635.6 $590.6
====== ======

DECEMBER 29, DECEMBER 31,
2000 1999
------------ ------------

IDENTIFIABLE ASSETS:
North America............................................. $ 213.7 $ 184.2
Europe.................................................... 220.8 234.6
Asia-Pacific.............................................. 34.3 38.2
Central and South America................................. 507.0 529.2
Maritime equipment (including containers)................. 159.4 146.7
Corporate................................................. 86.4 83.3
-------- --------
Total assets...................................... $1,221.6 $1,216.2
======== ========

Fresh Del Monte's earnings are heavily dependent on operations located
worldwide. These operations are a significant factor in the economies of some of
the countries in which Fresh Del Monte operates and are

F-28
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FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

subject to the risks that are inherent in operating in such countries, including
government regulations, currency and ownership restrictions and risk of
expropriation.

Fresh Del Monte has three principal sales agreements for the distribution
of its fresh produce, which principally cover sales in the European and Japanese
markets. Sales made through these agreements approximated 17%, 21% and 21% of
total net sales for 2000, 1999 and 1998, respectively.

Identifiable assets by geographic area represent those assets used in the
operations of each geographic area. Corporate assets consist of an allocation of
goodwill, leasehold improvements and furniture and fixtures.

F-29
95

FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
UNAUDITED

JUNE 29, 2001
--------------------------
(U.S. DOLLARS IN MILLIONS,
EXCEPT SHARE DATA)

ASSETS
Current assets:
Cash and cash equivalents................................. $ 9.8
Trade accounts receivable, net of allowance of $13.6...... 142.8
Advances to growers and other receivables, net of
allowance of $5.8...................................... 48.6
Inventories............................................... 180.8
Prepaid expenses and other current assets................. 16.2
--------
Total current assets.............................. 398.2
--------
Investments in unconsolidated companies..................... 42.9
Property, plant and equipment, net.......................... 673.5
Other noncurrent assets..................................... 41.6
Goodwill, net of accumulated amortization of $11.0.......... 79.6
--------
Total assets...................................... $1,235.8
========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable to banks.................................... $ 6.1
Accounts payable and accrued expenses..................... 210.9
Current portion of long-term debt and capital lease
obligations............................................ 49.8
Income taxes payable...................................... 18.7
--------
Total current liabilities......................... 285.5
--------
Long-term debt.............................................. 308.9
Capital lease obligations................................... 17.7
Retirement benefits......................................... 54.5
Other noncurrent liabilities................................ 10.2
Deferred income taxes....................................... 8.5
--------
Total liabilities................................. 685.3
--------
Minority interest........................................... 11.8
Commitments and contingencies
Shareholders' equity:
Preferred shares, $0.01 par value; 50,000,000 shares
authorized; none issued or outstanding................. --
Ordinary shares, $0.01 par value; 200,000,000 shares
authorized; 53,770,600 shares issued and outstanding... 0.5
Paid-in capital........................................... 327.2
Retained earnings......................................... 222.8
Accumulated other comprehensive loss...................... (11.8)
--------
Total shareholders' equity........................ 538.7
--------
Total liabilities and shareholders' equity........ $1,235.8
========

See accompanying notes.

F-30
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FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED

SIX MONTHS ENDED
---------------------------
JUNE 29, JUNE 30,
2001 2000
------------ ------------
(U.S. DOLLARS IN MILLIONS,
EXCEPT SHARE DATA)

Net sales................................................... $ 1,075.3 $ 1,052.3
Cost of products sold....................................... 908.6 932.7
---------- ----------
Gross profit.............................................. 166.7 119.6
Selling, general and administrative expenses................ 45.2 39.0
Amortization of goodwill.................................... 1.7 1.7
---------- ----------
Operating income.......................................... 119.8 78.9
Interest expense............................................ 20.2 21.7
Interest income............................................. 0.8 1.3
Other loss, net............................................. (6.2) (0.8)
---------- ----------
Income before provision for income taxes.................... 94.2 57.7
Provision for income taxes.................................. 11.6 2.0
---------- ----------
Net income.................................................. $ 82.6 $ 55.7
========== ==========
Net income per share:
Basic..................................................... $ 1.54 $ 1.04
========== ==========
Diluted................................................... $ 1.53 $ 1.04
========== ==========
Weighted average number of ordinary shares outstanding:
Basic..................................................... 53,764,691 53,763,600
Diluted................................................... 53,906,560 53,765,166

See accompanying notes.

F-31
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FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED

SIX MONTHS ENDED
-------------------
JUNE 29, JUNE 30,
2001 2000
-------- --------
(U.S. DOLLARS IN
MILLIONS)

OPERATING ACTIVITIES:
Net income.................................................. $ 82.6 $ 55.7
Adjustments to reconcile net income to cash provided by
operating activities:
Goodwill amortization..................................... 1.7 1.7
Depreciation and amortization other than goodwill......... 28.2 26.0
Deferred credit vessel leases............................. -- (2.9)
Equity in earnings of unconsolidated companies, net of
dividends.............................................. (1.9) (2.4)
Deferred income taxes..................................... (0.2) (1.0)
Other, net................................................ 1.5 4.2
Changes in operating assets and liabilities:
Receivables............................................ 6.3 3.1
Inventories............................................ 8.8 9.0
Accounts payable and accrued expenses.................. 30.1 (9.8)
Prepaid expenses and other current assets.............. (6.2) 3.0
Other noncurrent assets and liabilities................ 6.0 6.1
------- -------
Net cash provided by operating activities......... 156.9 92.7
------- -------
INVESTING ACTIVITIES:
Capital expenditures........................................ (32.3) (38.1)
Capital expenditures due to Hurricane Mitch, net of
insurance proceeds........................................ -- (3.3)
Proceeds from sale of assets................................ 0.2 3.3
Purchase of subsidiaries, net of cash acquired.............. (13.8) (3.9)
Other investing activities, net............................. 0.7 1.5
------- -------
Net cash used in investing activities............. (45.2) (40.5)
------- -------
FINANCING ACTIVITIES:
Proceeds from long-term debt................................ 108.3 113.5
Payments on long-term debt.................................. (220.5) (179.3)
Proceeds from short-term borrowings......................... 2.2 2.0
Payments on short-term borrowings........................... (1.8) (4.2)
Other, net.................................................. (0.9) (2.9)
------- -------
Net cash used in financing activities............. (112.7) (70.9)
------- -------
Effect of exchange rate changes on cash and cash
equivalents............................................... 0.2 (0.6)
------- -------
Cash and cash equivalents:
Net change................................................ (0.8) (19.3)
Beginning balance......................................... 10.6 31.2
------- -------
Ending balance............................................ $ 9.8 $ 11.9
======= =======
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest.................................... $ 19.3 $ 20.4
======= =======
Cash paid for income taxes................................ $ 1.4 $ 2.3
======= =======
SUPPLEMENTAL NON-CASH ACTIVITIES:
Capital lease obligations for new assets.................. $ 3.7 $ 12.8
======= =======

See accompanying notes.

F-32
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FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED

1. GENERAL

Fresh Del Monte Produce Inc. (Fresh Del Monte) was incorporated under the
laws of the Cayman Islands on August 29, 1996 and is 57.6% owned by IAT Group
Inc., which is 100% beneficially owned by members of the Abu-Ghazaleh family. In
addition, members of the Abu-Ghazaleh family directly own 9.1% of the
outstanding ordinary shares of Fresh Del Monte.

In the opinion of management, the accompanying unaudited consolidated
financial statements of Fresh Del Monte and subsidiaries include all
adjustments, consisting of normal recurring adjustments, necessary to present
fairly their financial position as of June 29, 2001 and their operating results
and cash flows for the six months ended June 29, 2001 and June 30, 2000. Interim
results are subject to significant seasonal variations and may not be indicative
of the results of operations that may be expected for the entire 2001 year.

2. ACQUISITION

In June 2001, a subsidiary of Fresh Del Monte which owned a 50% interest in
Agricola Villa Alegre Limitada (Villa Alegre), a producer of deciduous fruit in
Chile, acquired the remaining 50% interest in Villa Alegre. The total
consideration paid in connection with the acquisition of the remaining 50%
interest was $13.8 million in cash and the assumption of approximately $2.7
million in short-term debt. The acquisition was accounted for using the purchase
method of accounting and, accordingly, the purchase price was allocated to the
assets acquired and liabilities assumed based on appraisals and other estimates
of their underlying fair values. The allocation of the purchase price is
preliminary pending finalization of certain estimates. For the six months ended
June 29, 2001, Fresh Del Monte accounted for the earnings from its original 50%
investment in Villa Alegre using the equity method of accounting. Effective June
29, 2001, the operating results of Villa Alegre were consolidated with the
operating results of Fresh Del Monte.

The following unaudited pro forma information presents a summary of
consolidated results of operations of Fresh Del Monte as if the acquisition of
the remaining 50% interest in Villa Alegre had occurred on January 1, 2000 (U.S.
dollars in millions, except share data):

SIX MONTHS ENDED
-----------------------
JUNE 29, JUNE 30,
2001 2000
---------- ----------

Net sales................................................... $ 1,075.3 $ 1,052.3
Net income.................................................. 82.2 56.0
Diluted net income per share................................ $ 1.52 $ 1.04
Number of ordinary shares used in computation............... 53,906,560 53,765,166

The unaudited pro forma results do not purport to be indicative of the
results of operations which actually would have resulted had the acquisition of
the remaining 50% interest in Villa Alegre occurred on January 1, 2000, or of
future results of operations of the consolidated entities.

3. INVENTORIES

Inventories consisted of the following at June 29, 2001 (U.S. dollars in
millions):

Fresh produce............................................... $ 53.6
Raw materials and packaging supplies........................ 69.3
Growing crops............................................... 57.9
------
$180.8
======

F-33
99
FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4. COMPREHENSIVE INCOME

Fresh Del Monte had comprehensive income of $81.5 million and $54.1 million
for the six months ended June 29, 2001 and June 30, 2000, respectively.
Comprehensive income for the six months ended June 29, 2001 consisted of net
income, unrealized foreign currency translation losses and net unrealized gains
and losses on derivatives. Comprehensive income for the six months ended June
30, 2000 consisted of net income, unrealized foreign currency translation losses
and unrealized loss on available-for-sale equity securities.

5. CONTINGENCIES

Starting in December 1993, two of Fresh Del Monte's U.S. subsidiaries were
named among the defendants in a number of actions in courts in Texas, Louisiana,
Mississippi, Hawaii, Costa Rica and the Philippines involving allegations by
numerous foreign plaintiffs that they were injured as a result of exposure to a
nematocide containing the chemical dibromochloropropane (DBCP) during the period
1965 to 1990.

On February 16, 1999, two of Fresh Del Monte's U.S. subsidiaries were
served in the Philippines in an action entitled Davao Banana Plantation Workers'
Association of Tiburcia, Inc. v. Shell Oil Co., et al. The action is brought by
a Banana Workers' Association on behalf of its 34,852 members for injuries they
allege to have incurred as a result of DBCP exposure. At this time, it is not
known how many, if any, of the association's members are claiming against the
Fresh Del Monte's subsidiaries and whether these are the same individuals who
have already settled their claims against the Company's subsidiaries.

Fresh Del Monte's U.S. subsidiaries have not settled the DBCP claims of
approximately 3,500 claimants represented by different counsel who filed actions
in Mississippi in 1996 and Hawaii in 1997. Each of those actions was dismissed
by a federal district court on grounds of forum non conveniens in favor of the
courts of the plaintiffs' home countries and appealed by the plaintiffs. As a
result of the dismissal of the Hawaiian actions, several Costa Rican and
Guatemalan individuals have filed the same type actions in those countries. On
January 19, 2001, the Court of Appeals for the Fifth Circuit affirmed the
dismissal of Fresh Del Monte's subsidiary for forum non conveniens and lack of
personal jurisdiction for the Mississippi actions. On May 31, 2001, the Hawaiian
plaintiffs' appeal of the dismissal was granted, thereby remanding the action to
the Hawaiian State court. A petition for an appeal to the United States Supreme
Court is planned.

F-34
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FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

On June 19, 1995, a group of several thousand plaintiffs in an action
entitled Lucas Pastor Canales Martinez, et al. v. Dow Chemical Co. et al. sued
one of Fresh Del Monte's subsidiaries along with several other defendants in the
District Court for the Parish of St. Charles, Louisiana asserting claims similar
to those arising in the Texas cases due from the alleged exposure to DBCP. That
action was removed to the United States District Court in New Orleans and was
subsequently remanded in September 1996. Fresh Del Monte's subsidiary has
answered the complaint and asserted substantial defenses. Following the decision
of the United States Court of Appeals for the Fifth Circuit in the Texas
actions, this action was re-removed to federal court in November 2000.

On November 15, 1999, one of Fresh Del Monte's U.S. subsidiaries was served
in two actions entitled, Godoy Rodriguez, et al. v. AMVAC Chemical Corp., et al
and Martinez Puerto, et al. v. AMVAC Chemical Corp., et al., in the 29th
Judicial District Court for the Parish of St. Charles, Louisiana. These actions
were removed to federal court, where they have been consolidated. These actions
are brought on behalf of claimants represented by the same counsel who filed the
Mississippi and Hawaii actions as well as a number of the claimants who have not
accepted the settlement offer. Fresh Del Monte's subsidiary has been given an
indefinite extension of time to respond to the complaints. At this time, it is
not known how many of the 2,962 Godoy Rodriguez and Martinez Puerto plaintiffs
are claiming against the Fresh Del Monte's subsidiary and it is premature to
evaluate the likelihood of a favorable or unfavorable outcome with respect to
any of the non-settled DBCP claims.

On December 4, 2000, the Honolulu Board of Water Supply (Board) amended its
complaint (the initial complaint did not include Fresh Del Monte's subsidiary as
a defendant) in state court to include one of Fresh Del Monte's subsidiaries as
one of several defendants for alleged contamination of certain water wells in
Honolulu, Hawaii. On April 16, 2001, the Board dismissed Fresh Del Monte's
subsidiary without prejudice.

On January 8, 2001, local residents of Honolulu, Hawaii amended their
complaint (the initial complaint did not include Fresh Del Monte's subsidiary as
a defendant) in federal court to include one of Fresh Del Monte's subsidiaries
as one of several defendants for injuries allegedly caused by consuming
contaminated water. Fresh Del Monte's subsidiary has answered the complaint
denying all the plaintiffs' claims and asserting substantial defenses.

F-35
101
FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

On May 2, 2001, the European Commission adopted a new regulation which will
implement a banana import system based on the agreement reached by the European
Union with the United States government on April 11, 2001. The new system is
effective July 1, 2001 and maintains the use of the banana import licenses until
December 31, 2005. We expect that the new system will not have a negative
financial impact on Fresh Del Monte. The new system allows Fresh Del Monte to
amortize the remaining cost of banana licenses Fresh Del Monte acquired in 1999
through December 31, 2005.

6. EARNINGS PER SHARE

Basic and diluted per share income is calculated as follows (U.S. dollars
in millions, except share data):

SIX MONTHS ENDED
-------------------------
JUNE 29, JUNE 30,
2001 2000
----------- -----------

NUMERATOR:
Net income.................................................. $ 82.6 $ 55.7
=========== ===========
DENOMINATOR:
Denominator for basic earnings per share -- weighted average
number of ordinary shares outstanding..................... 53,764,691 53,763,600
Effect of dilutive securities:
Employee stock options.................................... 141,869 1,566
----------- -----------
Denominator for diluted earnings per share.................. 53,906,560 53,765,166
=========== ===========
Net income per share:
Basic..................................................... $ 1.54 $ 1.04
=========== ===========
Diluted................................................... $ 1.53 $ 1.04
=========== ===========

F-36
102
FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

7. BUSINESS SEGMENT DATA

Fresh Del Monte evaluates performance based on several factors, of which
net sales and gross profit are the primary financial measures (U.S. dollars in
millions):

SIX MONTHS ENDED
---------------------------------------
JUNE 29, JUNE 30,
2001 2000
------------------ ------------------
GROSS GROSS
NET SALES PROFIT NET SALES PROFIT
--------- ------ --------- ------

Bananas............................................ $ 479.8 $ 42.3 $ 514.4 $ 43.3
Other fresh produce................................ 541.6 121.9 485.1 79.6
Non-produce........................................ 53.9 2.5 52.8 (3.3)
-------- ------ -------- ------
Total.................................... $1,075.3 $166.7 $1,052.3 $119.6
======== ====== ======== ======

8. DERIVATIVE FINANCIAL INSTRUMENTS

Effective December 30, 2000, Fresh Del Monte adopted Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" (SFAS 133), as amended by Statement of Financial Accounting
Standards No. 138, "Accounting for Certain Derivative Instruments and Certain
Hedging Activities. SFAS 133, as amended, requires the recognition of all
derivative instruments as either assets or liabilities in the balance sheet
measured at fair value and establishes new accounting rules for the hedging
instrument depending on the nature of the hedge relationship. A fair value hedge
requires that the effective portion of the change in the fair value of a
derivative instrument be offset against the change in the fair value of the
underlying asset, liability, or firm commitment being hedged through earnings. A
cash flow hedge requires that the effective portion of the change in the fair
value of a derivative instrument be recognized in Other Comprehensive Income
(OCI), a component of shareholders' equity, and reclassified into earnings in
the same period or periods during which the hedged transaction affects earnings.
Any ineffective portion of a derivative instrument's change in fair value is
immediately recognized in earnings. The unaudited consolidated financial
statements for the period ended June 29, 2001 include the provisions required by
SFAS 133, while the unaudited consolidated financial statements for the period
ended June 30, 2000 were prepared in accordance with the applicable professional
literature for derivatives and hedging instruments in effect at that time.

Fresh Del Monte uses derivative financial instruments primarily to reduce
its exposure to adverse fluctuations in interest rates and foreign exchange
rates. When entered into, Fresh Del Monte formally designates and documents the
financial instrument as a hedge of a specific underlying exposure, as well as
the risk management objectives and strategies for undertaking the hedge
transaction. Because of the high degree of effectiveness between the hedging
instrument and the underlying exposure being hedged, fluctuations in the value
of the derivative instruments are generally offset by changes in the cash flows
of the underlying exposures being hedged. Derivatives are recorded in the
consolidated balance sheet at fair value in either "prepaid expenses and other
current assets" or "accounts payable and accrued expenses", depending on whether
the amount is an asset or liability. The fair values of derivatives used to
hedge or modify our risks fluctuate over time. These fair value amounts should
not be viewed in isolation, but rather in relation to the cash flows of the
underlying hedged transactions and other exposures and to the overall reduction
in our risk relating to adverse fluctuations in foreign exchange rates and
interest rates. In addition, the earnings impact resulting from our derivative
instruments is recorded in the same line item within the consolidated statement
of income as the underlying exposure being hedged. Fresh Del Monte also formally
assesses, both at the inception and at least quarterly thereafter, whether the
financial instruments that are used in hedging

F-37
103
FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

transactions are effective at offsetting changes in the cash flows of the
related underlying exposures. Any ineffective portion of a financial
instrument's change in fair value is immediately recognized in earnings.

Counterparties expose Fresh Del Monte to credit loss in the event of
non-performance on currency forward contracts or the interest rate swap
agreement. However, because the contracts are entered into with highly-rated
financial institutions, Fresh Del Monte does not anticipate non-performance by
any of these counterparties. The exposure is usually the amount of the
unrealized gains, if any, in such contracts.

Foreign Currency Management

To protect against the reduction in value of forecasted foreign currency
cash flows resulting from certain net sales over the next year, Fresh Del Monte
periodically enters into foreign currency cash flow hedges (Euro and Japanese
yen). Fresh Del Monte hedges portions of its forecasted revenue denominated in
foreign currencies with forward contracts, which generally expire within one
year. When the dollar strengthens significantly against foreign currencies, the
decline in value of hedged future foreign currency net sales is offset by gains
in the value of the forward contracts. Conversely, when the dollar weakens, the
increase in the value of hedged future foreign currency net sales is offset by
losses in the value of the forward contracts.

Interest Rate Management

Because Fresh Del Monte utilizes primarily variable-rate debt, our results
of operations may be significantly affected by fluctuations in interest rates.
To protect against fluctuations in interest rates, Fresh Del Monte has entered
into an interest rate swap agreement that effectively converts a portion of its
$450.0 million Revolving Credit Facility debt to a fixed rate basis through
January 30, 2003, thus reducing the impact of interest rate changes under the
revolving credit agreement on future interest expense. At June 29, 2001, 57% of
the outstanding balance of the Revolving Credit Facility was covered by the
interest rate swap agreement.

The adoption of SFAS 133, as amended, on December 30, 2000 did not result
in a significant cumulative effect of an accounting change to the result of
operations or financial position of Fresh Del Monte. The following table
summarizes activity in Other Comprehensive Income/(Loss) (OCI) related to
derivatives classified as "cash flow hedges" held by Fresh Del Monte during the
six months ended June 29, 2001 (U.S. dollars in millions):

OCI -- derivative instruments, beginning of period.......... $ --
Unrealized gain on foreign exchange forward contracts....... 5.4
Realized gain on foreign exchange forward contracts
reclassified to the income statement...................... (2.8)
Unrealized loss on interest rate swap agreement............. (1.8)
-----
OCI -- derivative instruments, end of period................ $ 0.8
=====

9. STOCK BASED COMPENSATION

On April 17, 2001, Fresh Del Monte granted to officers, key employees and
directors options to purchase a total of 1,159,030 ordinary shares of Fresh Del
Monte at the fair market value of the ordinary shares at the date of grant of
$5.95 per share. The options were granted under Fresh Del Monte's 1997 and 1999
share incentive plans. The options vest over periods ranging from twelve months
to four years and may be exercised over a period not in excess of ten years.

F-38
104
FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

10. RECENT ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, "Business Combinations" (SFAS 141) and
No. 142, "Goodwill and Other Intangible Assets" (SFAS 142). SFAS 141 requires
all business combinations initiated after June 30, 2001 to be accounted for
using the purchase method and changes the criteria to recognize intangible
assets apart from goodwill. Under SFAS 142, goodwill and intangible assets with
indefinite lives are no longer amortized but are reviewed annually, or more
frequently if impairment indicators arise, for impairment. Separable intangible
assets that are not deemed to have indefinite lives will continue to be
amortized over their useful lives. The amortization provisions of SFAS 142 apply
to goodwill and intangible assets acquired after June 30, 2001. With respect to
goodwill and intangible assets acquired prior to July 1, 2001, Fresh Del Monte
is required to adopt SFAS 142 effective December 29, 2001. Fresh Del Monte is
currently evaluating the effect that adoption of the provisions of SFAS 142 may
have on its results of operations and financial position. However, management
does not believe that the adoption of SFAS 142 will have a material adverse
effect on its operating results.

F-39
105
[Inside back cover of the Prospectus]

[Photograph of full page of fresh produce with Del Monte logo on top.]
106

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

7,000,000 SHARES

FRESH DEL MONTE PRODUCE INC.

[LOGO]

ORDINARY SHARES

----------------------
PROSPECTUS
----------------------

MERRILL LYNCH & CO.

BEAR, STEARNS & CO. INC.

U.S. BANCORP PIPER JAFFRAY

, 2001
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
107

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table presents the estimated expenses in connection with the
issuance and distribution of the ordinary shares being registered, other than
underwriting discounts and commissions.

SEC registration fee........................................ $28,940
National Association of Securities Dealers, Inc. filing
fee....................................................... 12,903
New York Stock Exchange listing fee......................... *
Legal fees and expenses..................................... *
Blue sky fees and expenses.................................. *
Accounting fees and expenses................................ *
Printing and engraving expenses............................. *
Registrar and transfer agent's fee.......................... *
Miscellaneous............................................... *
-------
Total............................................. $ *
=======

---------------

* To be filed by amendment.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Companies Law (2001 Second Revision) of the Cayman Islands does not set
out any specific restrictions on the ability of a company to indemnify officers
or directors. However, there is Cayman Islands case law which would indicate
that indemnification may be permissible except in the event of fraud or willful
default by a director or officer with regard to his duties owed to Fresh Del
Monte.

Regulation 112 of our charter provides substantially as follows:

(a) Every director (including, for the purposes of this article any
alternate director appointed pursuant to the provisions of these articles),
and any former director or officer (solely with respect to such former
director's or officer's term as such) and every managing director,
secretary, assistant secretary, or other officer or agent, for the time
being and from time to time of the Company and the personal representatives
of the same and any individuals who, while a director or officer of the
company and at the request of the company, serves or has served as a
director, officer, partner or trustee of (i) another corporation,
partnership, joint venture or other entity which is a subsidiary of the
company, or (ii) a trust or employee benefit plan associated with the
business of the company or a subsidiary of the company shall be indemnified
and secured harmless out of the assets and funds of the company from and
against any claim or liability and all actions, proceedings, costs,
charges, expenses, losses, damages or liabilities incurred or sustained by
him in or about the conduct of the company's business or affairs or in the
execution or discharge of his duties, powers, authorities or discretions
(including any claim or liability to which such person may become subject
or which such person may incur by reason of his status as a present or
former director or officer of the company), including without prejudice to
the generality of the foregoing, any costs, expenses, losses or liabilities
incurred by him in defending (whether successfully or otherwise) any civil
proceedings concerning the company or its affairs in any court whether in
the Cayman Islands or elsewhere. The company shall further have the power,
with the approval of the board of directors, to provide such
indemnification and advancement of expenses to any employee or agent of the
company.

(b) No such director, alternate director, managing director, agent,
secretary, assistant secretary or other officer of the company shall be
liable (i) for the acts, receipts, neglects, defaults or omissions of any
other such director, alternate director, managing director, agent,
secretary, assistant secretary or other officer of the company or (ii) by
reason of his having joined in any receipt for money not received by him
personally or (iii) for any loss on account of defect of title to any
property of the company or (iv) on
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account of the insufficiency of any security in or upon which any money of
the company shall be invested or (v) for any loss incurred through any
bank, broker or other agent or (vi) for any loss occasioned by any
negligence, default, breach of duty, breach of trust, error of judgment or
oversight on his part or (vii) for any loss, damage or misfortune
whatsoever which may happen in or arise from the execution or discharge of
the duties, powers, authorities or discretions of his office or in relation
thereto, unless the same shall happen through his own dishonesty.

(c) Neither the amendment nor repeal of this regulation, nor the
adoption or amendment of any other provision of the memorandum and articles
of association of the company inconsistent with this regulation, shall
apply to affect in any respect the applicability of this regulation with
respect to any act, or circumstance or condition, or failure to act, which
occurred prior to such amendment, repeal or adoption.

We also carry liability insurance covering officers and directors.

Pursuant to the proposed form of underwriting agreement, the underwriters
have agreed to indemnify our directors and officers in certain circumstances.

Pursuant to our management share option plan, we have agreed to indemnify
our directors and officers for actions of such directors and officers relating
to the management share option plan, in certain circumstances.

ITEM 16. EXHIBITS

1.1 -- Form of Underwriting Agreement.*
3.1 -- Amended and Restated Memorandum of Association of Fresh Del
Monte Produce Inc. (incorporated by reference from Exhibit
3.6 to our Registration Statement on Form F-1 (File No.
333-7708)).
3.2 -- Amended and Restated Articles of Association of Fresh Del
Monte Produce Inc. (incorporated by reference from Exhibit
3.7 to our Registration Statement on Form F-1 (File No.
333-7708)).
4.1 -- Specimen Certificate of ordinary shares of Fresh Del Monte
Produce Inc. (incorporated by reference from Exhibit 4.1 to
our Registration Statement on Form F-1 (File No. 333-7708)).
5.1 -- Opinion of Walkers, our Cayman Islands counsel, as to the
legality of the ordinary shares being registered.*
10.1 -- $350,000,000 Revolving Credit Agreement dated as of May 19,
1998 among Del Monte Fresh Produce (UK) Ltd., Wafer Limited,
Del Monte Fresh Produce International Inc., Del Monte Fresh
Produce N.A., Inc., Fresh Del Monte Produce Inc. and Global
Reef Carriers Ltd. as Borrowers, the Initial Lenders,
Initial Issuing Bank and Swing Line Bank, as Initial
Lenders, Initial Issuing Bank and Swing Line Bank, and
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
"Rabobank Nederland", New York Branch, as Administrative
Agent and Collateral Agent (incorporated by reference from
Exhibit 2.1 to our 1998 Annual Report on Form 20-F).
10.2 -- Amendment and Consent dated as of December 15, 1998 to the
Revolving Credit Agreement among Del Monte Fresh Produce
(UK) Ltd., Wafer Limited, Del Monte Fresh Produce
International Inc., Del Monte Fresh Produce N.A., Inc.,
Fresh Del Monte Produce Inc., Global Reefer Carriers, Ltd.,
the banks, financial institutions and other institutional
lenders a party to the Revolving Credit Agreement
(incorporated by reference from Exhibit 2.2 to our 1998
Annual Report on Form 20-F).

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10.3 -- Second Amendment dated as of January 5, 1999 to the
Revolving Credit Agreement among Del Monte Fresh Produce
(UK) Ltd., Wafer Limited, Del Monte Fresh Produce
International Inc., Del Monte Fresh Produce N.A., Inc.,
Fresh Del Monte Produce Inc., Global Reefer Carriers, Ltd.,
and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
"Rabobank Nederland," New York Branch, as agent for the
other banks, financial institutions and other institutional
lenders party to the Revolving Credit Agreement
(incorporated by reference from Exhibit 2.3 to our 1998
Annual Report on Form 20-F).
10.4 -- Third Amendment and Consent dated as of January 8, 1999 to
the Revolving Credit Agreement among Del Monte Fresh Produce
(UK) Ltd., Wafer Limited, Del Monte Fresh Produce
International Inc., Del Monte Fresh Produce N.A., Inc.,
Fresh Del Monte Produce Inc., Global Reefer Carriers, Ltd.,
the banks, financial institutions and other institutional
lenders a party to the Revolving Credit Agreement
(incorporated by reference from Exhibit 2.4 to our 1998
Annual Report on Form 20-F).
10.5 -- Fourth Amendment and Consent dated as of May 1999 among Del
Monte Fresh Produce (UK) Ltd., Wafer Limited, Del Monte
Fresh Produce International Inc., Del Monte Fresh Produce
N.A., Inc., Fresh Del Monte Produce Inc., Global Reefer
Carriers, Ltd., the banks, financial institutions and other
institutional lenders a party to the Revolving Credit
Agreement dated as of May 19, 1998 (incorporated by
reference from Exhibit 2.1 to our 1999 Annual Report on Form
20-F filed by Fresh Del Monte Produce Inc.)
10.6 -- Fifth Amendment and Consent dated as of May 1999 among Del
Monte Fresh Produce (UK) Ltd., Wafer Limited, Del Monte
Fresh Produce International Inc., Del Monte Fresh Produce
N.A., Inc., Fresh Del Monte Produce Inc., Global Reefer
Carriers, Ltd., the Increasing Lenders therein and
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
"Rabobank Nederland", New York Branch, as agent for the
other banks, financial institutions and other institutional
lenders a party to the Revolving Credit Agreement dated as
of May 19, 1998 (incorporated by reference from Exhibit 2.2
to our 1999 Annual Report on Form 20-F filed by Fresh Del
Monte Produce Inc.)
10.7 -- Sixth Amendment and Consent dated as of June 1999 among Del
Monte Fresh Produce (UK) Ltd., Wafer Limited, Del Monte
Fresh Produce International Inc., Del Monte Fresh Produce
N.A., Inc., Fresh Del Monte Produce Inc., Global Reefer
Carriers, Ltd., the Increasing Lenders therein and
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
"Rabobank Nederland", New York Branch, as agent for the
other banks, financial institutions and other institutional
lenders a party to the Revolving Credit Agreement dated as
of May 19, 1998 (incorporated by reference from Exhibit 2.3
to our 1999 Annual Report on Form 20-F filed by Fresh Del
Monte Produce Inc.)
10.8 -- Seventh Amendment and Consent dated as of July 1999 among
Del Monte Fresh Produce (UK) Ltd., Wafer Limited, Del Monte
Fresh Produce International Inc., Del Monte Fresh Produce
N.A., Inc., Fresh Del Monte Produce Inc., Global Reefer
Carriers, Ltd., the Increasing Lenders therein and
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
"Rabobank Nederland", New York Branch, as agent for the
other banks, financial institutions and other institutional
lenders a party to the Revolving Credit Agreement dated as
of May 19, 1998 (incorporated by reference from Exhibit 2.4
to our 1999 Annual Report on Form 20-F filed by Fresh Del
Monte Produce Inc.)

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110

10.9 -- Eight Amendment dated as of October 29, 1999 among Fresh
Produce (UK) Ltd., Wafer Limited, Del Monte Fresh Produce
International Inc., Del Monte Fresh Produce N.A., Inc.,
Fresh Del Monte Produce Inc., Global Reefer Carriers, Ltd.,
the banks, financial institutions and other institutional
lenders a party to the Revolving Credit Agreement dated as
of May 19, 1998 (incorporated by reference from Exhibit 4.17
to our 2000 Annual Report on Form 20-F).
10.10 -- Ninth Amendment and Consent dated as of May 10, 2000 among
Del Monte Fresh Produce (UK) Ltd., Wafer Limited, Del Monte
Fresh Produce International Inc., Del Monte Fresh Produce
N.A., Inc., Fresh Del Monte Produce Inc., Global Reefer
Carriers, Ltd., the banks, financial institutions and other
institutional lenders a party to the Revolving Credit
Agreement dated as of May 19, 1998 (incorporated by
reference from Exhibit 4.18 to our 2000 Annual Report on
Form 20-F).
10.11 -- Tenth Amendment and Consent dated as of September 25, 2000
among Del Monte Fresh Produce (UK) Ltd., Wafer Limited, Del
Monte Fresh Produce International Inc., Del Monte Fresh
Produce N.A., Inc., Fresh Del Monte Produce Inc., Global
Reefer Carriers, Ltd., banks, financial institutions and
other institutional lenders a party to the Revolving Credit
Agreement dated as of May 19, 1998 (incorporated by
reference from Exhibit 4.19 to our 2000 Annual Report on
Form 20-F).
10.12 -- License Agreement, dated as of December 5, 1989, between Del
Monte Corporation and Wafer Limited (the "DMC-Wafer
License") (incorporated by reference from Exhibit 10.3 to
our Registration Statement on Form F-1 (File No. 333-7708)).
10.13 -- License Agreement, dated as of December 5, 1989, between Del
Monte Corporation and Del Monte Tropical Fruit Company,
North America (the "NAJ License") (incorporated by reference
from Exhibit 10.4 to our Registration Statement on Form F-1
(File No. 333-7708)).
10.14 -- License Agreement, dated as of December 5, 1989, between Del
Monte Corporation and Del Monte Fresh Fruit International,
Inc. (incorporated by reference from Exhibit 10.5 to our
Registration Statement on Form F-1 (File No. 333-7708)).
10.15 -- Amendment No. 1 to DMC-Wafer License, dated as of October
12, 1992, between Del Monte Corporation and Wafer Limited
(incorporated by reference from Exhibit 10.6 to our
Registration Statement on Form F-1 (File No. 333-7708)).
10.16 -- Amendment No. 1 to NAJ License, dated as of October 12,
1992, between Del Monte Corporation and Del Monte Fresh
Produce N.A., Inc. (incorporated by reference from Exhibit
10.7 to our Registration Statement on Form F-1 (File No.
333-7708)).
10.17 -- Amendment No. 1 to Direct DMC-DMFFI License, dated as of
October 12, 1992, between Del Monte Corporation and Del
Monte Fresh Produce International, Inc. (incorporated by
reference from Exhibit 10.8 to our Registration Statement on
Form F-1 (File No. 333-7708)).
10.18 -- Registration Rights Agreement dated as of October 15, 1997
by and between Fresh Del Monte and FG Holdings Limited
(incorporated by reference from Exhibit 10.9 to our
Registration Statement on Form F-1 (File No. 333-7708)).
10.19 -- Strategic Alliance Agreement dated as of August 29, 1997 by
and between the Registrant and IAT Group Inc. (incorporated
by reference from Exhibit 10.10 to Registration Statement on
Form F-1 (File No. 333-7708) filed by Fresh Del Monte
Produce Inc.)
21.1 -- List of Subsidiaries (incorporated by reference from Exhibit
8.1 to our 2000 Annual Report on Form 20-F).
23.1 -- Consent of Ernst & Young LLP.
23.3 -- Consent of Walkers, our Cayman Islands counsel (included in
the opinion filed as Exhibit 5.1 to this Registration
Statement).*
24.1 -- Powers of Attorney (included on signature pages).

---------------

* To be filed by amendment.

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111

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission the indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against these liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by any director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether indemnification is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
to be part of this registration statement as of the time it was declared
effective.

(2) For the purposes of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

ITEM 18. FINANCIAL STATEMENT AND SCHEDULES

S-1 Report of Ernst & Young LLP, Independent Certified Public Accountants.

S-2 Schedule II -- Valuation and Qualifying Accounts.

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112

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Coral Gables, State of Florida, on September 10,
2001.

FRESH DEL MONTE PRODUCE INC.

By: /s/ HANI EL-NAFFY
------------------------------------
Name: Hani El-Naffy
Title: President, Director and Chief
Operating Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of Fresh Del Monte Produce Inc.,
hereby severally and individually constitute and appoint Mohammad Abu-Ghazaleh
and Hani El-Naffy and each of them, the true and lawful attorneys-in-fact and
agents of each of us to execute in the name, place and stead of each of us
(individually and in any capacity stated below) (i) any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents or instruments
necessary or advisable in connection therewith, and (ii) a registration
statement, and any and all amendments thereto, relating to the offering covered
hereby filed pursuant to Rule 462(b) under the Securities Act of 1933, with the
Securities and Exchange Commission, each of said attorneys-in-fact and agents to
have the power to act with or without the others and to have full power and
authority to do and perform in the name and on behalf of each of the undersigned
every act whatsoever necessary or advisable to be done in and about the
premises, as fully to all intents and purposes as any of the undersigned might
or could do in person, and we hereby ratify and confirm our signatures as they
may be signed by our said attorneys-in-fact and agents or each of them to any
and all such amendments and instruments.

This power of attorney may be executed in multiple counterparts, each of
which shall be deemed an original, but which taken together shall constitute one
instrument.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on September 10,
2001 in the capacities indicated.

SIGNATURE TITLE
--------- -----

/s/ MOHAMMAD ABU-GHAZALEH Chairman of the Board, Director and Chief
--------------------------------------------------- Executive Officer (principal executive officer)
Mohammad Abu-Ghazaleh

/s/ HANI EL-NAFFY President, Director and Chief Operating Officer
---------------------------------------------------
Hani El-Naffy

/s/ JOHN F. INSERRA Executive Vice President and Chief Financial
--------------------------------------------------- Officer (principal financial officer and
John F. Inserra principal accounting officer)

/s/ AMIR ABU-GHAZALEH Director
---------------------------------------------------
Amir Abu-Ghazaleh

/s/ MAHER ABU-GHAZALEH Director
---------------------------------------------------
Maher Abu-Ghazaleh

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113

SIGNATURE TITLE
--------- -----

/s/ MARVIN P. BUSH Director
---------------------------------------------------
Marvin P. Bush

/s/ STEPHEN L. WAY Director
---------------------------------------------------
Stephen L. Way

/s/ JOHN H. DALTON Director
---------------------------------------------------
John H. Dalton

/s/ EDWARD L. BOYKIN Director
---------------------------------------------------
Edward L. Boykin

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SIGNATURE OF AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, as amended, the
undersigned, the duly authorized representative of Fresh Del Monte Produce Inc.
in the United States, has signed this registration statement or amendment in the
City of Newark, Delaware, on the 10th day of September, 2001.

By: /s/ DONALD J. PUGLISI
------------------------------------
Donald J. Puglisi

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EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the reference to our firm under the caption "Experts" and to
the use of our reports dated February 14, 2001, in the Registration Statement
(Form F-3 No. 333- ) and related Prospectus of Fresh Del Monte Produce Inc.
for the registration of 7,000,000 shares of its ordinary shares.

Ernst & Young LLP

Miami, Florida
September 5, 2001

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116

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Shareholders
Fresh Del Monte Produce Inc.

We have audited the consolidated financial statements of Fresh Del Monte
Produce Inc. and subsidiaries as of December 29, 2000 and December 31, 1999, and
for each of the three years in the period ended December 29, 2000, and have
issued our report thereon dated February 14, 2001 (included elsewhere in this
Registration Statement). Our audits also included the financial statement
schedule listed in Schedule II of this Registration Statement. This schedule is
the responsibility of the Company's management. Our responsibility is to express
an opinion based on our audits.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

Ernst & Young LLP

Miami, Florida
February 14, 2001

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117

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

FRESH DEL MONTE PRODUCE INC.
AND SUBSIDIARIES

COL. A COL. B COL. C COL. D COL. E
----------------------------------------------- ---------- --------------------------- --------- ---------
ADDITIONS
---------------------------
BALANCE AT CHARGED TO CHARGED TO BALANCE
BEGINNING COSTS AND OTHER AT END OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTION PERIOD
----------- ---------- ---------- -------------- --------- ---------
(U.S. DOLLARS IN MILLIONS)

Period ended December 29, 2000:
Deducted from asset accounts:
Valuation accounts:
Trade accounts receivable................ $ 9.9 $ 3.5 $(0.1) $ (0.8) $12.5
Advances to growers and other
receivables........................... 4.5 1.2 0.0 (0.8) 4.9
Deferred tax asset valuation............. 21.2 6.6 0.0 0.0 27.8
----- ----- ----- ------ -----
Total................................. $35.6 $11.3 $(0.1) $ (1.6) $45.2
===== ===== ===== ====== =====

Period ended December 31, 1999:
Deducted from asset accounts:
Valuation accounts:
Trade accounts receivable................ $ 8.5 $ 2.8 $ 0.0 $ (1.4) $ 9.9
Advances to growers and other
receivables........................... 2.6 2.7 0.0 (0.8) 4.5
Deferred tax asset valuation............. 14.2 7.0 0.0 0.0 21.2
----- ----- ----- ------ -----
Total................................. $25.3 $12.5 $ 0.0 $ (2.2) $35.6
===== ===== ===== ====== =====

Period ended January 1, 1999:
Deducted from asset accounts:
Valuation accounts:
Trade accounts receivable................ $ 5.0 $ 3.3 $ 0.3 $ (0.1) $ 8.5
Advances to growers and other
receivables........................... 3.1 1.2 (0.2) (1.5) 2.6
Deferred tax asset valuation............. 36.5 0.0 0.0 (22.3) 14.2
----- ----- ----- ------ -----
Total................................. $44.6 $ 4.5 $ 0.1 $(23.9) $25.3
===== ===== ===== ====== =====

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