Good day, ladies and gentlemen, and welcome to the Del Monte Fresh Produce Third Quarter 2008 Conference Call. At this time all participants are in a listen-only mode and at the conclusion of our prepared remarks we will conduct a question and answer session. (Operator instructions.) I would like to now introduce your host for today's conference, Ms. Christine Cannella, for opening remarks. Please go ahead, ma'am.

Thank you, Nicole. Good morning, everyone, and welcome to Fresh Del Monte's third quarter 2008 conference call. I am Christine Cannella, Assistant Vice President of Investor Relations. Joining me today are Chairman and Chief Executive Officer, Mohammad Abu-Ghazaleh, and Senior Vice President and Chief Financial Officer, Richard Contreras, who will discuss our results for the third quarter. Fresh Del Monte issued a press release this morning by a business flyer, e-mail, and first call. You may visit our web site at www.FreshDelMonte.com to register for future distributions. This conference call is being web cast live at our web site and it will be available for replay approximately two hours after conclusion of this call. Our press release includes reconciliations of any non-GAAP financial measures that we mention today to their corresponding GAAP measures. The press release may be found at our web site, which again is www.FreshDelMonte.com This morning, Mohammad will review our operating performance during the quarter along with recent developments and our future outlook. Richard will then review our financial performance for the third quarter of 2008. Please let me remind you that much of the information that we will discuss this morning, including the answers we give in response to your questions, may include forward-looking statements regarding our beliefs and current expectations with respect to various matters. These forward-looking statements are intended to fall within the safe harbor provisions of the securities laws. Our actual results may differ materially from those in the forward-looking statements as a result of various factors, including those described under the heading Description of Business - Risk Factors in our forms 20-F for the year ended December 28, 2007. This call is the property of Fresh Del Monte Produce. Redistribution, retransmission, or rebroadcast of this call in any form without our written consent is strictly prohibited. With that, I would like to turn this call over to Mohammad Abu-Ghazaleh. Mohammad?

Thank you, Christine, and good morning everyone. The third quarter of 2008 was a period of steady growth and solid performance for Fresh Del Monte Produce. Our business continued to expand around the world and our loyal customers continued to purchase our fresh fruit and vegetables. Banana pricing rose in North America, Asia and the Middle East, and gross margin improved year-over-year. World pineapple sales, pricing and volumes were all higher, as were melon sales and pricing. These results enabled us to deliver year-over-year increases in net sales, gross profit and operating income. I believe our strong performance clearly underscores Fresh Del Monte's primary strength – our business strategies, our management team's execution skills, our world-famous brand, and our solid balance sheet. We are proud because our performance demonstrates that our mandate to control expenditures and improve efficiencies help us face many of the obstacles and headwinds we have encountered. Raw materials, fuel, and labor costs were still high, though we were able to address some of these cost increases through pricing actions. We also experienced a weather-related challenge when Hurricane Ike, one of the nation's most destructive hurricanes ever, hit the Texas coast in mid-September. We swiftly diverted our ships from Galveston to Port Manatee, south of Tampa, highlighting our operation flexibility and our commitment to minimize disruption to our customers. During the quarter, we continued to manage our business with a focus on positioning Fresh Del Monte for solid performance in the future. One of our strategies is to control more of our own production, and you will recall that we substantially increased our banana and Gold pineapple production volumes when we acquired the Costa Rican-based Caribana, the largest acquisition in our history, in the second quarter of this year. We remain on track for this acquisition to…

Thanks, Mohammad. Good morning, everyone. As Mohammad said, we are proud of our performance, especially in these times of extreme uncertainty. For the third quarter of 2008, Fresh Del Monte delivered earnings per share of $0.46 per diluted share, compared with $0.51 in the prior year period, net sales of $833 million, 10% higher than last year. In addition, as compared with the prior year period, gross profit increased $11 million, or 17% to $79 million. Operating income rose $12 million, or 46% to $38 million, and net income decreased 2% to $29 million from $30 million. Now let's turn to our segment performance. During the third quarter, we continued to see strong performance in our banana segment, including a 20% increase in net sales to $333 million. Worldwide pricing increased 14%, or $1.64 per box to $13.17. Volumes rose 5%, primarily from the Caribana acquisition, and gross profit increased to $24 million, compared with $7 million a year ago due to increased pricing in North America, strong pricing in the Middle East, higher pricing and favorable foreign currency in Asia, and strong overall demand. These results were offset to some extent by a 9% increase in unit cost. We continued to experience periods where we did not have enough volume to meet all of our customers' demand, primarily due to lower industry volumes from Central America and the negative impact of weather-related incidents on our farms in Brazil and Guatemala in the second quarter. In our other fresh produce business segment, net sales increased 4% to $355 million, primarily the result of higher sales of Gold pineapples, fresh-cut fruit, and melons. Volume was 6% lower and pricing rose 11%, offset by an 11% increase in unit costs. Gross profit decreased 2% to $45 million, primarily due to significant cost…

Thank you. the question and answer session is going to be conducted electronically. (Operator instructions.) And we will take our first question from Vincent Andrews with Morgan Stanley. Mr. Andrews, your line is open.

Sorry. Good morning, everybody.

Good morning, Vincent.

Good morning.

You did give some detail about Caribana from a volume perspective, how it contributed to the quarter. But I'm wondering if you want to elaborate any more in terms of operating profit or EPS. Is that possible?

No. Right now, we're not giving any of that. We have the volumes and we're still looking at that. There were synergies, and it was accretive this quarter. But we're not breaking that out, yet.

Okay. And then as we look forward and we think about foreign exchange is obviously going to be a headwind for you. But it looks like lower input costs will be a tailwind, especially bunker fuel, if the status quo persists. How should we think about one offsetting the other, there? Do you have any sense of, if current rates of exchange and current bunker fuel prices stayed the same, whether you'd be positively or negatively impacted by that?

If bunker fuel stayed the same?

Yes, the U.S. dollar exchange rate stayed the same. Is that a headwind or a tailwind for you? In other—I guess the question is, are you a net beneficiary of the costs coming down, even though the currency, the dollar, is strengthening?

We should be a net beneficiary of the cost coming down. I mean, keep in mind, some of the fuel is a pass-through. So it won't directly go to the bottom line. But fuel impacts almost everything we do: power at the plants, the farms, the trucks. So we should be, if it continues to go down, we should be a net benefit.

Okay. And then do you have any insight on the fourth quarter melon crop? You're only shifting back to a quarter where you actually produce the fruit?

Yes, we're producing in Arizona right now and it looks very good. And then Guatemala should start producing in November.

And there's no -- is it soon enough to have any view into the quality of the Guatemalan crop?

No. But there's no indication of any problems right now.

Arizona. Good. Okay, I will pass it along, then.

We will take our next question from Diane Geissler of Merrill Lynch

Well, good morning.

Good morning.

Good morning, Diane.

Mohammed, on your comments about the stability of fruit in terms of recessionary times, could you talk a little bit about -- I would agree with that on bananas, but I just -- on the Gold pineapple, which I think has a premium price and has a big holiday business. Could you talk a little bit about the economic backdrop that you see, and what you're hearing from retailers in terms of how we should look toward the holiday season?

We anticipate an active holiday season as a matter of fact, Diane. And I can tell you that during October in particular, the market has slowed down in terms of volumes. The reason for that is October, September and October are usually very slow months of the year, the slowest months of the year probably. But all in all, I believe that we -- I look very positively to the Gold pineapple picture in general going forward. And that is for several reasons. I don't believe the assumption is going to be drastically affected by the economic situation, number one. Number two, I believe that our competitive situation is getting stronger every day. And of course everybody knows that we are a very strong player in this field as well as what we notice right now in the market is that small growers and other distributors, exporters, importers and distributors are really feeling the credit squeeze or shortage available in the market. As a matter of fact, we have information that in Costa Rica for instance; almost the credit has been shut up for all farmers. I mean banks are not extending any more credit to anybody in the country, especially in the agricultural field. So this by itself is a very strong indication of where the market is going. I believe that whatever economic conditions are happening right now, it's actually working in our favor in the long term.

Okay. And just to your point on the Guatemalan melon operations. Are those the types of opportunities that you will be looking at? Would it be primarily picking up acreage that's currently under production to add to your current acreage?

Yes. We already, as I said we already picked two growers, two plantations of two different producers, exporters. And there are other opportunities that will come, will be feasible, and add value to us. Of course we will not hesitate. However, just commenting on that, we have noticed also that other growers of melon are fading out. Even large producers, large growers in Guatemala, for instance, and Costa Rica ,I don't want to mention names, here, but that have been in partnership with a major importer in Europe have closed down both pineapple plantations in Guatemala and Costa Rica and they're transforming some of them into bananas and others into palm oil, African palm trees. This is indication of where this industry's going. I mean, large established well established growers in these countries are getting out, let alone the small grower. I don't know what they will do. But that is what is happening, not only because of the financial conditions but because of the market conditions, because of the agricultural practices that they lack, technology that they lack. So many variables. If you look at our cost and their cost, that's also another advantage that we have. So we are very, very encouraged about these developments.

Okay, and on those opportunities, what -- how far are you willing to push your own balance sheet in terms of taking advantage of these opportunities that you might see? What would you -- where would be the point of no return, either in terms of total leverage or debt to EBITDA, or whatever?

All my life, I have been very prudent in that respect. I always said it that I don't like to take too much debt. We will monitor things as -- if it's a very, very attractive and extremely valuable effort, that might be really accretive to us, then we might take that step, otherwise, it would be very prudent in our investment.

Yes. But no benchmark that we should be thinking we want to keep our leverage below?

I wouldn't, not at this stage.

Some percent or something like that? Not at this stage. Okay. Thank you.

A pleasure.

We will take our next question from John Feeney with Wachovia.

Good morning, thank you.

Good morning.

Good morning, Jonathan.

I wanted to dig in a little bit on the fruit costs, Richard, up 11 %, 69 % of COG? Is that primarily fertilizer? What is driving that and where do we stand? It seems like the cost of just about everything's come down, I guess except bananas, in the past month. Where do we stand right now with those costs? Are they coming your way, incrementally?

Well, in the past month, yes, but quarter-to-quarter they're still up there in those numbers. Fertilizer is one of them, obviously, but not the biggest by any means. Purchases from independent growers is something that has increased significantly. They had minimum price increases in Costa Rica at the end of last year, Ecuador in the Spring and Costa Rica again a few weeks ago. Now there's rumors about Columbia. So a lot of these growers are consolidating and lobbying their government for higher pricing. That, I would say, is the biggest piece of all of the increases. And those are not edited downward unlike some of the others.

Right. In hindsight now, it looks like a really great deal to have taken down more capacity when you did. Are you on the lookout right now, Richard, considering that reality, to buy more assets?

Well, like Mohammad just mentioned, yes, if we find something primarily in the core business that makes sense and obviously if it's a credit to the shareholders, we would look at it.

Thank you Richard. Mohammad, you mentioned the effect of the macro environment on pineapples and I guess when you think about both pineapples and fresh cut products, how exposed are your North American businesses to slowdown in consumers? Have you seen a demonstrable slowdown in the past few weeks?

Yes, we have seen a slowdown, especially on the fresh cut. And as I said, September and October are not usually the best months of the year. Generally I think that both months came in a very bad period the financial turmoil has been for the last couple of months as well. So I don't think we should take this as a good comparison going forward; however, I believe there will be definitely, nobody can deny, some effect or implications as far as consumption is concerned. But looking at our business, Jonathan, I don't see that we are going to be -- really we are taking more volumes. We are making more inroads into the market. We are seeing supermarkets that have not been buying from us for the last several years now coming back and saying we would like to. And the reason for that is that they want stability of their chain of supply. They want somebody that can give them consistent volume and consistent quality. And the realize now that this is becoming a very critical period where we know that small growers, medium-sized exporters are having difficulties in meeting these requirements. And I know that as we go forward there will be definitely some changes in the market structure.

Back in late '01-'02, did you see fresh cut down double digit? And did what magnitude of decreases are we talking about?

Well, I don't have the figures in front of me but I believe that we have been expanding steadily and growing our business in fresh cut steadily. And I believe that as we go down the road in the future, this will continue to grow and expand. And I believe that with the present financial conditions, with the tight credit supply, I am sure that many of the players that don't have the financial strength and stability I don't know how they can continue and be able to be competitive in such markets.

So what you're saying is the share-gain opportunity could offset what are potentially some pretty steep category declines?

I'm sorry, I didn't get that.

I guess I'm trying to figure out how sensitive, how much this fresh cut business has slowed down. Has it declined 10% or more and I think you're getting at the share-gain opportunity can offset them. I'm just trying to understand how macro sensitive these pineapple and fresh cut products in North America are right now and have been in the past.

I thought the pineapple itself we haven't seen really a huge drastic change.

Okay.

As far as the fresh cut, yes, we have seen slowdown in sensitive areas of the country, not all over the country. But I believe this is short-term. I believe this goes along with the financial situation and I believe that it's going to change as we go forward.

Okay, and just finally, I noticed in the footnotes about closing down under-utilized distribution centers, going through other incomes. What exactly are you closing down? Are those North American facilities you're closing down?

No, these are the UK.

The UK, perfect. Thank you very much.

Thank you.

And we'll take our next question from Heather Jones at BB&T Capital Markets. Heather Jones - BB&T Capital Markets: Good morning.

Good morning, Heather. Heather Jones - BB&T Capital Markets: Congratulations on your quarter and also thank you for the increased disclosure. It's very helpful. I understand that there was a lot of flooding in Honduras and Guatemala over the past week or so. I was wondering if you all have seen any of your production affected.

Yes we had 70 hectors actually affected which is really negligible, but we understand the competition has had some, we don't know how substantial, but some of their farms have been flooded in Guatemala and Honduras. Heather Jones - BB&T Capital Markets: But you said just 70 hectors for you all?

Yes. Heather Jones - BB&T Capital Markets: Okay, in going to bunker fuel, I understand there's a lag between oil prices and bunker fuel prices, but they should follow and the latest data we've seen for Rotterdam was pretty low. I know you don't do any hedging on that, or haven't had any hedging on that, but do you buy forward at all? Do you buy two or three weeks of your needs forward or is it bought only on an as needed basis?

Only on the spot. Heather Jones - BB&T Capital Markets: Okay, and given the decline in bunker fuel, do you plan to change your strategy as far as hedging?

I don't think so, no. Heather Jones - BB&T Capital Markets: Okay, then on going back to the Pineapple question and fresh cut, we understood that there has been a pretty significant deceleration in demand over the past few weeks and was wondering given your greater control of the market now post the Caribana acquisition. Do you have any intention of controlling volumes as you can to support pricing or do you plan to basically market as much as you produce?

No, we will market as much as we produce. And definitely there has been, let me explain Heather, in the last six weeks, I would say, an overproduction in Costa Rica and probably other parts as far as the pineapple is concerned. And we knew about it beforehand. There is a lot of fruit going to Europe in the last few weeks. And the European market is suffering significantly in the last few weeks. However, in our situation, we take the market as we go. Definitely we have superior pricing to all our competitors in these markets. Now, as far as the U.S. is concerned, most of our business is on contract. We do a lot on adds during the year and our volumes are more or less steady in the market. In the Far East, we have been enjoying a very good market, in the Middle East as well. So, really what I can tell you is that right now, the market that is being severely affected, be it pineapples, be it bananas and melons is the European market. As far as the U.S. market, it's more or less a stable market. The Middle East, Far East are enjoying good markets. That's the situation as we are today. Heather Jones - BB&T Capital Markets: Okay, going to the EU, how much of that in general, banana, melons, pineapples, whatever, an assumption of supply and how much have you seen a disruption in demand over the past month or so given the events of the past month?

I think as far as bananas are concerned, I believe it's a matter of supply. As far as pineapples and melons, I think it's a matter of consumer resistance to spend more money these days. It's a combination. With the pineapples, I would say it's an oversupply as well as a consumer attitude. And with the melons, it applies the same thing as well. Heather Jones - BB&T Capital Markets: But you're mainly just seeing this in the EU because it sounds like your other markets are okay.

Yes, we are enjoying a very good market and a reasonably good market for melons. Now the pineapple is more stable. Banana is, as you know, a stable market as well. Heather Jones - BB&T Capital Markets: You're talking about in the U.S.?

I'm talking about the U.S., yes. Heather Jones - BB&T Capital Markets: As far as Asia, this whole banana diet and seeing unreal pricing there, has that continued? And how much do you benefit from the improvement in pricing in Japan?

Well, I mean as every 100 yen goes up, that's a net benefit to us of course. We are talking about prices in the region of about 1700 yen right now per box in Japan, which is a good price with a good exchange rate. So I believe that hopefully the same diet will take place in the states and Europe as well. It's a good diet it seems. Heather Jones - BB&T Capital Markets: It would take care of a lot of our healthcare problems too. I just have a few more questions. In the UK, you've closed a number of facilities, understand you've reduced your penetration with one of the big retailers there. I just was wondering if you could talk about is it more just a rationalization of your business to focus on what's most profitable. Are you going to permanently reduce your exposure to UK? I just wonder if you could talk about that.

It's very true what you just said. It was a decision based on rationalization and as we said in several previous conference too. We will do business only when we make money. And we're not ready to do business to lose money just to please a customer. And that decision was based on these criteria. However, during the last few weeks, few months, we are noticing that some of these big customers are coming back now talking to us realizing that they cannot go on. They change, of course, suppliers. They are not happy with the supplies they have right now. They are talking to us again. And they want to restart the business and don't be surprised, by next time we speak, there might be these one or two previous distribution centers are back in business. So we will do whatever is right only for our business. Heather Jones - BB&T Capital Markets: So when these customers are coming back and trying to do business with you again, are you doing business at better prices than what you were in the past.

For sure, for sure. Heather Jones - BB&T Capital Markets: Okay. Then my final two questions. One is on the yen, given that strength, I'm wondering if you've locked in some of your exposure for '09.

We did lock some of our exposure into '09. We don't have a crystal ball that we can look at. Heather Jones - BB&T Capital Markets: Right.

But definitely we don't know what's going to happen next month or two months from now. So we usually take, like I said, prudent decisions in terms of hedging our currency as well. We did hedge for Europe as and some part. So I believe we are in good shape. Heather Jones - BB&T Capital Markets: Okay and then my final question, you mentioned Middle East, the pricing environment is good. So with this whole credit issue, you all haven't had any issue with demand there, intermediaries not being able to fund imports or is demand holding up?

No, demand is holding up because we are dealing with very stable items, bananas, pineapples, things like that, apples, et cetera. These items are very stable items. They're not usually affected by economic booms or busts, people keep buying these items. And secondly I think we have to take into consideration that all the Middle Eastern markets, their currencies are really linked to the dollar. So we don't have the exchange fluctuations or risk of exchange fluctuations in these markets and that's why when the (inaudible) fell, we know exactly how many dollars we're getting back. Heather Jones - BB&T Capital Markets: Alright, well thank you very much.

My pleasure. Operator (Operator Instructions) And we will go next to Phil Chappell with SunTrust.

Good morning.

Good morning.

I guess following up on the fuel surcharges, just trying to understand how quickly those go away as bunker fuel goes down. I mean will we see an impact in the fourth quarter or will they really start to rollback as you move into next year?

I think the surcharges that we are talking about is already a lot of these contracts have been renewed and under renewal, so all these surcharges actually were because of additional costs. It was not only surcharge because of fuel. It was surcharge because like Richard was saying we had to pay additional price increases to the growers because of government minimum price and all this. So all these surcharges are built into the price as we go forward.

Well, I understand that. I guess Richard had said a lot of the bunker fuel increases, decreases are a direct pass through. So I'm just trying to understand as we go to next year and get a lap (inaudible) charges, would you actually see sales decline just as you lap fuel surcharges as well?

There will be some of that. There are fuel surcharges. There are diesel fuel surcharges and there are also bunker fuel surcharges that are reset every three months. So fuel started coming down, the biggest drop is in the first three weeks of October here, so in three months, you should see some of that coming back.

And is that pretty similar to the pass through in terms of are you seeing the benefit within in three months of lower fuel cost?

You should, yes.

Okay, and in terms of just looking at the melon acquisition in the quarter, on the cash listing it looks like there was an incremental maybe $10 to $15 million of use of funds. Does that sound right? Ballpark.

That is right. There was some holdback on those acquisitions, so there will be a little bit more to be paid.

Okay, but that's roughly the right ballpark?

Yes.

And then in terms of the competitive landscape, have you seen any real changes from the major players in terms of banana pricing and kind of the outlook there?

No, we haven't seen any changes. As a matter of fact nobody can afford, anymore, to lose money. We are very adamant about our position in terms of maintaining profitable business. And that's hopefully our competition as well. I believe everybody now in these economic conditions, nobody can afford to lose money.

Okay, and then just finally on the Caribana acquisition, is there any way you can quantify? Do we see the full impact of the sales benefit this quarter or a majority? I'm just trying to understand how much incremental sales will come on once their existing contracts are completed in December.

We had the full acquisition this quarter; however, we are still selling to a lot of their customers in bananas and even some pineapple up through December. So the sales will increase because we'll be selling under our business model starting in January with the volume added and the fuel and the distribution and everything else. We're still selling quite a bit of volume to their former customers under their former contracts selling them just straight from the farm.

And just to make sure I understand, so by the time we get to first quarter of next year, you'll see a pretty big or an incremental impact to both top line and gross profit as you bring this all in house.

You will see an improvement, yes.

Okay, and then I assume somewhere just netted in this quarter was intra-company sales from what they sold to you.

Correct, there's a bit of a benefit there from what they were making on the volume they were selling to us.

Great, thanks so much.

And there are no more questions in the queue at this time. I would like to turn the call back over to Mr. Abu-Ghazaleh for any additional or closing remarks.

I would like to thank everybody for joining us on this conference call and I hope to speak to you on our next conference call and hopefully with always good news. Thank you very much for being with us today. And bye-bye.

That concludes today's conference. We appreciate your participation you may now disconnect.