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): February 1, 2008

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 8.01 Other Events

Computations of certain ratios of earnings to fixed charges are attached hereto as Exhibit 12.1.

Item 9.01 Financial Statements and Exhibits

The following material is furnished as an exhibit to this Current Report on Form 8-K:

Exhibits

12.1 Computation of Ratio of Earnings to Fixed Charges

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: February 1, 2008	CHIQUITA BRANDS INTERNATIONAL, INC.
	By:	/s/ Brian W. Kocher
		Brian W. Kocher
		President, North America and Chief Accounting Officer

EX-12.1

Exhibit 12.1

RATIO OF EARNINGS TO FIXED CHARGES

The ratio of earnings to fixed charges included herein is calculated in accordance with the rules of the Securities and Exchange Commission. The foregoing is calculated differently than a similarly titled ratio and covenant in the company’s senior secured credit facility. As previously disclosed, the company is in compliance and expects to remain in compliance with the covenants in its credit facility.

	Reorganized Company																					Predecessor Company (b)
(Dollars in Millions)	Nine Months Ended Sept. 30, 2007			Nine Months Ended Sept. 30, 2006			Year Ended December 31,												Nine Months Ended Dec. 31, 2002			Three Months Ended Mar. 31, 2002
							2006			2005			2004			2003
Earnings:
Income (loss) from continuing operations before income taxes and cumulative effect of change in method of accounting (d)(e)	$	(16.4	)	$	(49.7	)	$	(97.6	)	$	134.5		$	60.8		$	101.2		$	(1.8	)	$	(188.7	)
Fixed charges (see below)		100.2			88.5			120.9			88.7			55.0			59.2			41.7			11.5
Undistributed shares of income of less-than-fifty-percent-owned investees		(5.3	)		(5.8	)		(5.3	)		(0.2	)		(10.9	)		(10.5	)		(8.7	)		(0.7	)
Total Earnings (as defined)	$	78.5		$	33.0		$	18.0		$	223.0		$	104.9		$	149.9		$	31.2		$	(177.9	)
Fixed Charges:
Interest expense	$	67.6		$	62.0		$	85.7		$	60.3		$	38.9		$	42.5		$	30.3		$	7.6
Estimated interest component of rental expense		32.6			26.5			35.2			28.4			16.1			16.7			11.4			3.9
Total Fixed Charges (as defined)	$	100.2		$	88.5		$	120.9		$	88.7		$	55.0		$	59.2		$	41.7		$	11.5
Ratio of
Earnings to Fixed Charges (a)		(c	)		(c	)		(c	)		2.52			1.91			2.53			(c	)		(c	)

(a) Ratio of earnings to fixed charges is calculated as income from continuing operations before income taxes, cumulative change in method of accounting, fixed charges (reduced by amount of capitalized interest) and undistributed shares of income of less-than-fifty-percent-owned investees divided by fixed charges. Fixed charges is the sum of interest expense, capitalized interest and the estimated interest component of rental expense.

(b) The company emerged from protection under Chapter 11 of the U.S. Bankruptcy Code pursuant to a reorganization plan that was confirmed by the Bankruptcy Court on March 8, 2002. In accordance with AICPA Statement of Position 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code,” we adopted “fresh start” accounting, whereby our assets, liabilities and new capital structure were adjusted to reflect estimated fair value at March 31, 2002. As a result, our consolidated financial statements for the periods subsequent to March 31, 2002 reflect the reorganized company’s new basis of accounting and are not comparable to the predecessor company’s pre-reorganization consolidated financial statements.

(c) For these periods, earnings were inadequate to cover fixed charges. The amount of coverage deficiencies were: $22 million for the nine months ended September 30, 2007, $56 million for the nine months ended September 30, 2006,

$103 million for the year ended December 31, 2006, $11 million for the nine months ended December 31, 2002 and $189 million for the quarter ended March 31, 2002.

(d) Amounts presented differ from previously filed Annual Reports on Form 10-K and previously filed Quarterly Reports on Form 10-Q due to the adoption of FSP AUG AIR-1, “Accounting for Planned Major Maintenance Activities.” This FSP eliminated the accrue-in-advance method of accounting for planned major maintenance activities, which we used to account for maintenance of our twelve previously-owned shipping vessels. Under this new standard, we would have deferred expenses incurred for major maintenance activities and amortized them over the five-year maintenance interval. The company adopted this FSP on January 1, 2007, prior to the June 2007 sale of our twelve shipping vessels. Because this FSP was required to be applied retrospectively, adoption resulted in (i) approximately $4.5 million increase to beginning retained earnings as of January 1, 2002 for the cumulative effect of the change in accounting principle, and (ii) adjustments to the financial statements for each prior period to reflect the period-specific effects of applying the new account principle. These prior period adjustments were not material to our Consolidated Statements of Income.

(e) Effective January 1, 2002, the company adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” which resulted in a cumulative effect of change in method of accounting.