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2002 Annual Report
Report of Independent Auditors To Sunkist Growers, Inc.

We have audited the accompanying consolidated statement of financial position of Sunkist Growers, Inc. and Subsidiaries ("the Company") as of October 31, 2002 and the related consolidated statements of operations and comprehensive (loss) income, changes in members' equity, and cash flows for the year then ended. 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 audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

The Company accounts for certain revenue and related costs derived from the marketing of fresh fruit based on the gross amount billed to a customer. In our opinion, accounting principles generally accepted in the United States of America require that such revenue and related costs be accounted for based on the net amount retained. Accounting for revenue and related costs on a net basis would have resulted in a decrease in both revenue and related costs of $632 million for the year ended October 31, 2002.

In our opinion, except for the effects of accounting for revenue on a gross basis rather than on a net basis as discussed in the preceding paragraph, the 2002 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Sunkist Growers, Inc. and Subsidiaries as of October 31, 2002, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated statement of financial position as of October 31, 2001 and the related consolidated statements of operations and comprehensive (loss) income, changes in members' equity, and cash flows for the year ended October 31, 2001, were not audited by us and, accordingly, we do not express an opinion on them.

KPMG LLP

Sacramento, California
December 20, 2002

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