8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): June 8, 2005

CHIQUITA BRANDS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

New Jersey	1-1550	04-1923360
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

250 East Fifth Street, Cincinnati, Ohio 45202

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (513) 784-8000

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure

In connection with a presentation being made on June 8, 2005 to financial institutions related to financing of the previously announced acquisition by Chiquita Brands International, Inc. (the “Company”) of the Fresh Express business of the Performance Food Group Company (the “Acquisition”), the Company has prepared condensed updated financial information showing the combined results of the Company and the Fresh Express business for the twelve months ended, and the three months ended, March 31, 2005.

Pursuant to the rules and regulations of the Securities and Exchange Commission, the exhibits and the information set forth therein and herein are furnished to the Commission and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits

(c ) Exhibits.

99.1 Condensed Combined Financial Information for the Twelve Months and Three Months Ended March 31, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 8, 2005	CHIQUITA BRANDS INTERNATIONAL, INC.
	By:	/s/ Brian W. Kocher
		Brian W. Kocher
		Vice President, Controller and Chief Accounting Officer

EX-99.1

Exhibit 99.1

Condensed Combined Financial Information for the Twelve Months and Three Months Ended March 31, 2005.

EBITDA is defined as net income (loss) before interest income and interest expense, income taxes and depreciation and amortization. EBITDA is not a presentation made in accordance with accounting principles generally accepted in the United States (“GAAP”). Adjusted EBITDA represents EBITDA as set forth above, with additional adjustments for restructuring charges, certain non-recurring expenses and gains or losses on asset sales. Similar to EBITDA, Adjusted EBITDA is not a presentation made in accordance with GAAP.

EBITDA and Adjusted EBITDA are presented as additional information because the Company believes they are useful indicators of its debt capacity and its ability to service its debt. EBITDA and Adjusted EBITDA also facilitate management’s internal comparisons of the Company’s historical operating performance and external comparisons to competitors’ historical operating performance. Neither EBITDA nor Adjusted EBITDA should be considered in isolation or as a substitute for net income, cash flow from operating activities, or other income or loss or cash flow statement data prepared in accordance with GAAP or as a measure of profitability or liquidity. EBITDA and Adjusted EBITDA are not complete cash flow measures, because they are measures of liquidity that do not include reductions for cash payments for an entity’s obligation to service its debt, fund its working capital and capital expenditures and pay its income taxes. Rather, EBITDA and Adjusted EBITDA are only potential indicators of an entity’s ability to fund these cash requirements. EBITDA and Adjusted EBITDA are also not complete measures of the Company’s profitability, because they do not include costs and expenses for depreciation and amortization, interest income and interest expense, income taxes and certain non-recurring expenses and gains or losses on asset sales. Further, a reader should not conclude from the presentation of Adjusted EBITDA that additional costs or charges arising from the same or similar items will not be incurred in the future, including items that have been presented as non-recurring. The Company expects to continue to incur some or all of the types of costs and charges for which adjustments have been made. EBITDA and Adjusted EBITDA, as the Company defines them, may differ from similarly named measures used by other entities.

Securities and Exchange Commission rules regulate the use in filings with the Commission of “non-GAAP financial measures” such as EBITDA and Adjusted EBITDA, which are derived on the basis of methodologies other than in accordance with GAAP. The Company does not expect to include EBITDA, Adjusted EBITDA or any financial information based on a trailing twelve month period in any report or registration statement to be filed with the Commission in connection with the Acquisition or the related financings.

CHIQUITA BRANDS INTERNATIONAL, INC.

COMBINED FINANCIAL INFORMATION (Unaudited)

For the twelve months ended March 31, 2005

(in millions)

	Historical						Combined
	Chiquita			Fresh Express
Net income	$	122		$	12		$	134
Interest expense		36			21			57
Interest income		(7	)		—			(7	)
Income taxes		4			8			12
Depreciation and amortization		42			35			77
EBITDA - unadjusted		197			76			273
Adjustments
Other expense		19			—			19
Net losses on asset sales		7			—			7
Certain other non-recurring expenses of Fresh Express:
Excess corporate charges		—			9			9
Excess insurance allocation		—			5			5
Fresh Fruit start-up		—			3			3
Other		—			1			1
Stock option expense		—			(2	)		(2	)
Restructuring charges		9			—			9
Adjusted EBITDA	$	232		$	92		$	324

CHIQUITA BRANDS INTERNATIONAL, INC.

COMBINED FINANCIAL INFORMATION (Unaudited)

For the quarter ended March 31, 2005

(in millions)

	Historical						Combined
	Chiquita			Fresh Express
Net income	$	87		$	3		$	90
Interest expense		7			6			13
Interest income		(2	)		—			(2	)
Income taxes		1			2			3
Depreciation and amortization		11			9			20
EBITDA - unadjusted		104			20			124
Adjustments
Certain other non-recurring expenses of Fresh Express:
Excess corporate charges		—			2			2
Excess insurance allocation		—			1			1
Stock option expense		—			(1	)		(1	)
Restructuring charges		1			—			1
Adjusted EBITDA	$	105		$	22		$	127