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DEL MONTE CORP

For the period ended Mar 28, 2025. Filed Apr 30, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 28, 2025 · Filed Apr 30, 2025

DMC$27.39-0.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-27; filed 2024-10-31.

0001047340-24-000261

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-03-28; filed 2025-04-30.

0001047340-25-000070

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 153 previous paragraphs and 132 current paragraphs.

79 unchanged; 34 reworded; 19 added; 38 removed; 2 previous and 0 current paragraphs rearranged.

Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (19)

Current report

During the first quarter of 2025, the U.S. government announced numerous changes to its trade policy, including changes to existing trade agreements and the use of tariffs to enforce trade policy. In late February 2025, the U.S. government announced the implementation of a 25% additional tariff on imports from Canada and Mexico, which was subsequently suspended on March 6, 2025. During the period in which the tariffs were implemented, we incurred additional costs of approximately $0.3 million related to tariff charges placed on products sourced from Mexico into the United States. Subsequently, on April 2, 2025, the U.S. government announced a baseline tariff of 10% on products from all countries and an additional country-specific tariff on an incremental number of other countries. On April 9, 2025, the U.S. government announced a 90-day delay in the enforcement of the previously announced country-specific tariffs, however the 10% baseline tariff remains in place for all countries.

Current report

The tariffs impact various jurisdictions we sell into and from which we purchase or source, including Costa Rica, Guatemala and Ecuador where we source the majority of our products sold into the United States. These tariffs exempt imports that are compliant with the United States-Mexico-Canada ("USMCA") trading agreement, which includes a wide range of fresh fruit and vegetables. As a result, certain products which we source or partially source from Mexico, making up approximately 10% of our North American net sales, are exempt from these tariffs.

Current report

The recently announced tariffs will significantly increase our cost of products sold. The actual impact of the announced tariffs on our business is subject to a number of factors including the duration of such tariffs, changes to the countries included in the scope of tariffs in the future, changes to amounts, potential retaliatory tariffs imposed by other countries, and other variables. In April 2025, we began to notify our North American customers of upcoming price increases to address our increased costs as a result of the announced tariffs. If we are unable to successfully increase our selling prices to our customers, or if increased selling prices significantly impact consumer demand, we expect that the estimated decrease in our gross profit for the remainder of 2025 will be material.

Current report

We continue to evaluate the evolving macroeconomic environment, including region-specific matters, to take action to mitigate the impact on our business and financial condition.

Current report

In the third foreign jurisdiction, we received tax assessments related to 2018-2021 audit years. We have filed objections contesting these assessments.

Current report

We regularly assess the likelihood of adverse outcomes resulting from examinations such as these to determine the adequacy of our tax reserves. Accordingly, we have not accrued any additional amounts based upon the proposed adjustments. There can be no assurance that these matters will be resolved in our favor, and an adverse outcome of either matter, or any future tax examinations involving similar assertions, could have a material effect on our financial condition, results of operations and cash flows.

Current report

Net sales - Net sales for the first quarter of 2025 were $1,098.4 million, compared with $1,107.9 million in the first quarter of 2024. The decrease in net sales for the first quarter of 2025 was primarily driven by lower net sales in our banana segment as a result of lower sales volume and the negative impact of fluctuations in exchange rates. The decrease in net sales was partially offset by an increase in our fresh and value-added products segment driven by higher per unit selling prices.

Current report

Gross profit for the first quarter of 2024 included $(1.0) million of other product-related credits comprised primarily of $2.2 million of insurance recoveries associated with the flooding of a seasonal production facility in Greece during 2023, partially offset by $1.2 million of severance charges from the outsourcing of certain functions of our fresh and value-added operations. No other product-related credits were recorded during the first quarter of 2025.

Current report

Gross profit for the first quarter of 2025 was $69.3 million, compared with $55.9 million in the prior-year period. The increase in gross profit was primarily driven by higher per unit selling prices of pineapple and melons, partially offset by higher per unit production, procurement and distribution costs.

Current report

On February 21, 2025, our Board of Directors approved a stock repurchase program ("Stock Repurchase Program") of up to $150 million of our ordinary shares. During the first quarter of 2025, we repurchased 253,850 shares for $7.6 million under the Stock Repurchase Program. The Stock Repurchase Program has no expiration date and will continue until otherwise modified or terminated by the Company's Board of Directors at any time in its sole discretion.

Current report

At March 28, 2025, we had working capital of $607.5 million, compared with $599.8 million at December 27, 2024, an increase of $7.7 million. The increase in working capital was primarily due to higher levels of accounts receivable and inventory. Partially offsetting the increase in working capital was higher levels of accounts payable and accrued expenses due to timing of payments near period end and increased inventory levels.

Current report

Net cash used in investing activities for the quarter ended March 28, 2025 was $8.8 million, compared with net cash provided by investing activities of $3.9 million for the quarter ended March 29, 2024. Net cash used in investing activities for the quarter ended March 28, 2025 primarily consisted of capital expenditures of $10.0 million which mainly included expenditures related to investments in our operations and production facilities in North America and Kenya benefiting our fresh and value-added operations. Net cash used in investing activities for the quarter ended March 28, 2025 also included $1.2 million in investments in unconsolidated companies in the food and nutrition sector that align with our long-term strategy and vision. Partially offsetting the net cash used in investing activities for the quarter ended March 28, 2025 were proceeds from the sale of property, plant and equipment, and subsidiary of $1.9 million which mainly related to the sale of idle land in Guatemala.

Current report

Net cash used in financing activities for the quarter ended March 29, 2024 primarily consisted of dividends paid of $11.9 million and the payment of deferred financing costs of $2.1 million.

Current report

On February 21, 2025, our Board of Directors approved a stock repurchase program ("Stock Repurchase Program") of up to $150 million of our ordinary shares. During the first quarter of 2025, we repurchased approximately 254,000 shares for $7.6 million under the Stock Repurchase Program. The Stock Repurchase Program has no expiration date and will continue until otherwise modified or terminated by the Company's Board of Directors at any time in its sole discretion.

Current report

•our expectations regarding the impact of tariffs and other governmental trade restrictions on our business;

Current report

•the impact of tariffs and other governmental trade restrictions
Removed paragraphs (38)

Previous report

Starting in fiscal year 2021, we began experiencing inflationary and cost pressures due to volatility and disruption in the global economy which increased our production and distribution costs due to a multitude of external factors. Specifically, costs of packaging materials, fertilizers, labor, fuel, and ocean and inland freight were significantly impacted, and continued to adversely affect our profitability and operating cash flows during 2023 and 2024.

Previous report

In response to these persisting inflationary and cost pressures, we instituted price increases on the majority of our products. Additionally, certain of our contracts for key products include contractually indexed fuel and freight surcharges that vary depending on commodity pricing. We expect that these inflation-justified price increases and surcharges will continue to help mitigate our increased costs.

Previous report

Based on the stabilization of inflation in certain key markets during the latter part of 2023, we have not established and do not anticipate further inflation-justified price increases and surcharges in 2024. We are actively monitoring region-specific macroeconomic factors to mitigate increases in our costs, if necessary.

Previous report

During fiscal 2020, we began a comprehensive review of our asset portfolio, which we continuously update, aimed at identifying non-strategic and underutilized assets to dispose of while reducing costs and driving further efficiencies in our operations (which we refer to as the "2020 Optimization Program"). As a result of the review, we identified assets across all of our regions, primarily consisting of underutilized facilities and land, which we made a strategic decision to sell. During the first three months of 2023, we completed the sales of various assets including two distribution centers and related assets in Saudi Arabia and an idle production facility in North America. Upon the closing of the sale of these assets in the first quarter of 2023, we completed the 2020 Optimization Program. Under the 2020 Optimization Program, we generated cash proceeds of approximately $156.4 million from the sale of non-strategic and underutilized assets.

Previous report

During the second half of 2023, we conducted a strategic review and assessed our operational priorities of our North America operations, including our subsidiary, Mann Packing. Preliminary findings of this review were finalized in the fourth quarter of 2023. We announced in conjunction with our fourth quarter of 2023 earnings that we were exploring strategic alternatives for the business. After thorough evaluation of potential options, the Company has finalized a number of decisions and begun to take several actions, including the consolidation of a number of Mann Packing operations into a single facility at our Gonzalez facility, which are expected to occur during the fourth quarter of 2024. We believe these actions will allow us to streamline operations, reduce overhead costs, and enhance efficiency. Additionally, subsequent to the end of the third quarter, we agreed to sell certain assets of our Fresh Leaf Farms business, a wholly owned subsidiary of Mann Packing, for approximately $16.5 million. The sale, which is subject to customary closing conditions, is expected to close during the fourth quarter of 2024.

Previous report

Net sales - Net sales for the third quarter of 2024 was $1,019.5 million, compared with $1,003.1 million in the third quarter of 2023. The increase in net sales for the third quarter of 2024 was primarily due to higher net sales in the fresh and value-added product segment, driven by higher sales volume and per unit selling prices of avocado and pineapple due to strong market demand. The increase was partially offset by a decrease in banana net sales due to competitive market pressures.

Previous report

Net sales for the first nine months of 2024 was $3,267.0 million, compared with $3,312.1 million for the first nine months of 2023. The decrease in net sales for the first nine months of 2024 was primarily due to lower banana net sales due to competitive market pressures. The decrease was partially offset by an increase in net sales in the fresh and value-added product segment driven by higher per unit selling prices and sales volume.

Previous report

Gross profit for the first nine months of 2024 was $289.2 million compared with $288.2 million for the first nine months of 2023. The increase in gross profit for the nine month period was impacted by higher sales volume and per unit selling prices in the fresh and value-added product segment and lower ocean freight costs partially offset by lower net sales in our banana segment, higher per unit production and procurement costs which were partly driven by the negative impact of increased weather-related events including high temperatures and low rainfall in production areas in Central America and the Philippines, and the negative impact of fluctuations in exchange rates, primarily related to the Costa Rican colon.

Previous report

The gain on disposal of property, plant and equipment, net and subsidiary for the third quarter of 2023 of $1.6 million primarily included a gain of $2.4 million related to the sale of a carrier vessel, partially offset by the loss related to the disposals of a farm in the Philippines and a plantation in Costa Rica. For the first nine months of 2023, gain on disposal of property, plant and equipment, net and subsidiary was $35.8 million and also included a $20.5 million gain on the sale of two distribution centers and related assets in Saudi Arabia, a $7.0 million gain on the sale of an idle production facility in North America and a $3.8 million gain on the sale of our plastics business subsidiary in South America and gains on the sales of land assets in South and Central America. Partially offsetting the net gain was a loss on the disposal of low-yielding banana crops in Central America.

Previous report

Asset impairment and other charges, net of $2.5 million in the third quarter of 2023 primarily consisted of impairment charges due to low-yielding banana farms in the Philippines of $3.7 million, property, plant and equipment damage of $0.9 million due to severe flooding caused by heavy rainstorms in Greece, and impairment of right-of-use asset in South America of $0.7 million, partially offset by insurance reimbursement and other credits of $2.8 million in connection with a cybersecurity incident which occurred during early 2023. In addition, the first nine months of 2023 also included impairment charges due to low productivity grape vines in South America, idle land in Central America, and expenses incurred in connection with a cybersecurity incident which occurred during early 2023.

Previous report

Operating income decreased by $5.9 million in the first nine months of 2024 when compared with the prior-year period. The decrease in operating income was primarily due to the unfavorable impact of the lower gain on disposal of property, plant and equipment and subsidiary, partially offset by higher asset impairment and other charges and lower gross profit in the prior year period.

Previous report

Gross profit for the third quarter of 2024 was $63.3 million, compared with $36.2 million in the prior-year period. The increase in gross profit was primarily driven by higher net sales and lower per unit production costs of pineapple and fresh-cut fruit, partially offset by the negative impact of fluctuations in exchange rates primarily due to a stronger Costa Rican colon.

Previous report

Gross profit for the third quarter of 2024 included $0.2 million of other product-related charges, primarily as a result of $0.6 million of additional logistic and inventory write-offs incurred as a result of Hurricane Beryl during July 2024, partially offset by $0.6 million of insurance recoveries relate to shipment disruptions in the Red Sea during the second quarter of 2024. Gross profit for the third quarter of 2023 included $8.4 million of other product-related charges due to severe flooding caused by heavy rainstorms in Greece that impacted a seasonal production facility. Gross margin increased to 10.1% from 6.3% in the prior-year period.

Previous report

Gross profit for the third quarter of 2024 included $0.4 million of other product-related charges, primarily as a result of additional logistic and inventory write-offs incurred as a result of Hurricane Beryl during July 2024. Gross margin decreased to 6.2% from 8.3% in the prior-year period.

Previous report

Net sales for the first nine months of 2024 were $1,994.6 million, compared with $1,895.0 million in the prior-year period. The increase in net sales was primarily a result of higher sales volume of pineapple and melon, and higher per unit selling prices of avocado and non-tropical fruit due to strong market demand. These increases were partially offset by lower net sales of vegetable and fresh-cut fruit due to lower sales volumes.

Previous report

Gross profit for the first nine months of 2024 was $197.2 million, compared with $145.3 million in the prior-year period. The increase in gross profit was primarily driven by higher net sales partially offset by the negative impact of fluctuations in exchange rates primarily due to a stronger Costa Rican colon and Mexican peso.

Previous report

Gross profit for the first nine months of 2024 included $0.8 million of other product-related charges comprised primarily $1.7 million of insurance recoveries, net of expenses, associated with damages tied to the flooding of a seasonal production facility in Greece during the third quarter of 2023 and $0.6 million of additional logistic and inventory write-offs incurred as a result of Hurricane Beryl during July 2024, partially offset by $1.2 million of severance charges from the outsourcing of certain functions of our fresh and value-added operations. Gross profit for the first nine months of 2023 included $10.2 million of other product-related charges comprised of $8.4 million of inventory write-off and clean-up costs tied to the flooding of a seasonal production facility in Greece due to heavy rainstorms and $1.8 million inventory write-off due to the sale of two distribution centers in Saudi Arabia. Gross margin increased to 9.9% from 7.7% in the prior-year period.

Previous report

Net sales for the first nine months of 2024 were $1,119.1 million, compared with $1,258.6 million in the prior-year period. The decrease in net sales was primarily a result of lower volume in North America due to competitive market pressures and service level issues in the first two months of the year, lower sales volume in Asia due to a decrease in supply from the Philippines, and the negative impact of fluctuations in exchange rates due to a weaker Japanese Yen and Korean Won.

Previous report

Gross profit for the first nine months of 2024 was $72.8 million, compared with $125.7 million in the prior-year period. The decrease in gross profit was primarily a result of lower net sales, higher per unit production costs, and the negative impact of fluctuations in exchange rates due to a stronger Costa Rican colon, partially offset by lower distribution and ocean freight costs.

Previous report

Gross profit for the first nine months of 2024 included $0.4 million of other product-related charges, primarily as a result of additional logistic and inventory write-offs incurred as a result of Hurricane Beryl during July 2024. Gross margin decreased to 6.5% from 10.0% in the prior-year period.

Previous report

Net sales for the first nine months of 2024 were $153.3 million, compared with $158.5 million in the prior-year period. The decrease in net sales was primarily due to the sale of our plastics subsidiary during the prior-year period, partially offset by an increase in net sales in our poultry and meats business driven by an increase in per unit selling prices.

Previous report

Gross profit for the first nine months was $19.2 million compared with $17.2 million in the prior-year period. The increase in gross profit was primarily a result of higher net sales and lower per unit product costs in our poultry and meat business, partially offset by lower rates in our third-party ocean freight services. Gross margin increased to 12.5% from 10.9% in the prior-year period.

Previous report

At September 27, 2024, we had working capital of $609.4 million, compared with $603.7 million at December 29, 2023, an increase of $5.7 million. The increase in working capital was primarily due to (i) an increase in assets held for sale, primarily related to a distribution facility in North America, certain assets of Fresh Leaf Farms business and idle land in Europe which are expected to be sold during the next twelve months and (ii) an increase in cash and cash equivalents. Partially offsetting the increase in working capital was (a) an increase in income taxes and other taxes payable due to increased earnings in certain higher tax jurisdictions in the current period and (b) lower levels in inventory, primarily related to a decrease in growing crop inventory, primarily due to seasonal variations.

Previous report

Net cash provided by investing activities for the first nine months of 2024 was $1.0 million, compared with net cash provided by investing activities of $69.9 million for the first nine months of 2023. Net cash provided by investing activities for the first nine months of 2024 primarily consisted of proceeds from the sale of property, plant and equipment, and subsidiary of $35.6 million which mainly related to the sale of three facilities in South America, insurance recoveries received for damage to property, plant and equipment of $5.7 million primarily associated with damages tied to the flooding of a seasonal production facility in Greece during the third quarter of 2023, and installment payments received from the sale of our plastics business subsidiary in South America during the prior year.

Previous report

Net cash provided by investing activities for the first nine months of 2023 primarily consisted of proceeds from the sale of property, plant and equipment, and subsidiary of $115.5 million which mainly related to the sales of two distribution centers in Saudi Arabia, an idle production facility in North America, and land assets in South and Central America and proceeds from the sale of our plastic business subsidiary in South America for total purchase consideration of $17.0 million, of which we received $14.0 million. The remaining $3.0 million will be received in three equal and semi-annual installments, subject to customary post-closing adjustments, including $1.8 million received during the first nine months of 2024. Partially offsetting the net cash provided by investing activities were capital expenditures of $40.7 million which mainly related to (i) improvements to our pineapple operations in Central America and Kenya, (ii) investments in our operations and production facilities in North

Previous report

Net cash used in financing activities for the first nine months of 2023 primarily consisted of (i) net repayments on debt of $138.8 million, (ii) dividends paid of $26.4 million, (iii) distributions to noncontrolling interests of $17.9 million, including a distribution to our minority partner in Saudi Arabia in connection with the sale of the two distribution centers completed in the first quarter of 2023, and (iv) a $5.2 million payment to acquire the remaining 25% interest in one of our Mann Packing subsidiaries, as the noncontrolling shareholder exercised its put option during the second quarter of 2023. The transaction was treated as an equity transaction, with the differential between the redeemable noncontrolling interest carrying amount on our Consolidated Balance Sheet and the cash purchase price being recognized as an increase in shareholders' equity.

Previous report

On October 1, 2019, we and certain of our subsidiaries entered into a Second Amended and Restated Credit Agreement (the “Second A&R Credit Agreement”) with the financial institutions and other lenders named therein, including Bank of America, N.A. as administrative agent and BofA Securities, Inc. as sole lead arranger and sole bookrunner. The Second A&R Credit Agreement provides for a five-year, $0.9 billion syndicated senior unsecured revolving credit facility maturing on October 1, 2024. The Second A&R Credit Agreement was subsequently amended on December 30, 2022, to replace the Eurocurrency Rate with the Term Secured Overnight Financing Rate ("Term SOFR") effective January 3, 2023.

Previous report

•our expectation regarding our ability to implement strategic alternatives for our Mann Packing business, including the consolidation of Mann Packing operations and our anticipated completion of the sale of certain assets of Fresh Leaf Farms;

Previous report

•our expectations regarding the anticipated completion of the sale of our distribution facility;

Previous report

•the risk that we may not be able to consummate the Fresh Leaf Farms transaction;

Previous report

•the ability and willingness of each party to fulfill their respective closing conditions with respect to the Fresh Leaf Farms transaction;
Reworded paragraphs (34)

Previous wording

In addition, the invasion of Ukraine by Russia has led to further economic disruption and, while we do not operate in Ukraine and our operations in Russia are de minimis, the conflict exacerbated inflationary costs, supply chain and logistical pressures that negatively impacted our business. Similarly, recent shipping disruptions in the Red Sea and surrounding waterways have created logistical pressures that have negatively impacted our business, including impacts to the availability of certain shipping routes resulting in increased shipping times. For example, during the second quarter of 2024, we recorded charges of $0.5 million related to shipments which were disrupted while travelling through the Red Sea. During the third quarter of 2024, we received insurance reimbursements of $0.6 million related to this disruption. While we have taken actions to divert our shipping routes in order to minimize impacts on our business, we may not be able to mitigate the impact of additional write-offs or longer shipping routes on our operations if conditions in the regions surrounding the Red Sea deteriorate.

Current wording

We continue to actively monitor macroeconomic trends and geopolitical pressures around the world including, among others, the conflicts in the Middle East and other regional or global military conflicts. As a result of these conflicts, shipping disruptions in the Red Sea and surrounding waterways have created logistical pressures that have negatively impacted our business, including impacts to the availability of certain shipping routes resulting in increased shipping times. While we have taken actions to divert our shipping routes in order to minimize impacts on our business, we may not be able to mitigate the impact of additional write-offs, higher shipping rates, or longer shipping routes on our operations if conditions in the regions surrounding the Red Sea deteriorate.

Previous wording

In connection with the examination of the tax returns in two foreign jurisdictions, the taxing authorities have issued income tax deficiencies related to transfer pricing aggregating approximately $173.9 million (including interest and penalties) for tax years 2012 through 2016. We strongly disagree with the proposed adjustments and have filed a protest with each of the taxing authorities.

Current wording

In connection with the examination of the tax returns in three foreign jurisdictions, the taxing authorities have issued income tax deficiencies related to transfer pricing aggregating approximately $235.7 million (including interest and penalties) for tax years 2012 through 2021. We strongly disagree with the proposed adjustments and have filed a protest with each of the taxing authorities.

Previous wording

In one of the foreign jurisdictions, we are currently contesting tax assessments related to the 2012-2015 audit years and the 2016 audit year in both the administrative court and the judicial court. During 2019 and 2020, we filed actions contesting the tax assessment in the administrative office. Our initial challenge to each of these tax assessments was rejected, and we subsequently lost our appeals at the administrative court. We have subsequently filed actions to contest each of these tax assessments in the country’s judicial courts. In addition, we have filed a request for injunction to the judicial court to stay the tax authorities' collection efforts for these two tax assessments, pending final judicial decisions. The court granted our injunction with respect to the 2016 audit year, however denied our injunction with respect to the 2012-2015 audit years. We timely appealed the denial of the injunction, and on August 10, 2022 the appellate court overturned the denial and granted our injunction for the 2012-2015 audit years with a trial date set for July 4, 2025. Pursuant to local law, we registered real estate collateral with an approximate fair market value of $7.0 million in connection with the grant of the 2016 audit year injunction. This real estate collateral has a net book value of $3.8 million as of the quarter ended September 27, 2024. In addition, in connection with the grant of the 2012-2015 audit year injunction, we registered real estate collateral with an approximate fair market value of $29.4 million, and a net book value of $4.6 million as of the quarter ended September 27, 2024. The registration of this real estate collateral does not affect our operations in the country.

Current wording

In one of the foreign jurisdictions, we are currently contesting tax assessments related to the 2012-2015 audit years and the 2016 audit year in both the administrative court and the judicial court. During 2019 and 2020, we filed actions contesting the tax assessment in the administrative office. Our initial challenge to each of these tax assessments was rejected, and we subsequently lost our appeals at the administrative court. We have subsequently filed actions to contest each of these tax assessments in the country’s judicial courts. In addition, we have filed a request for injunction to the judicial court to stay the tax authorities' collection efforts for these two tax assessments, pending final judicial decisions. The court granted our injunction with respect to the 2016 audit year, however denied our injunction with respect to the 2012-2015 audit years. We timely appealed the denial of the injunction, and on August 10, 2022 the appellate court overturned the denial and granted our injunction for the 2012-2015 audit years with a trial date set for July 4, 2025. Pursuant to local law, we registered real estate collateral with an approximate fair market value of $7.3 million in connection with the grant of the 2016 audit year injunction. This real estate collateral has a net book value of $3.8 million as of the quarter ended March 28, 2025. In addition, in connection with the grant of the 2012-2015 audit year injunction, we registered real estate collateral with an approximate fair market value of $30.5 million, and a net book value of $4.6 million as of the quarter ended March 28, 2025. The registration of this real estate collateral does not affect our operations in the country.

Previous wording

In the other foreign jurisdiction, the administrative court denied our appeal, and on March 4, 2020 we filed an action in the judicial court to contest the administrative court's decision. The case is still pending.

Current wording

In the second foreign jurisdiction, the administrative court denied our appeal, and on March 4, 2020 we filed an action in the judicial court to contest the administrative court's decision. The case is still pending.

Previous wording

Additionally, the European Union (EU) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development (OECD) Pillar Two Framework. Pursuant to the implementation dates prescribed in the Directive, it is expected the rules will be effective for the Company for the 2025 fiscal year. A significant number of other countries are expected to also implement similar legislation with varying effective dates in the future. We are continuing to evaluate the potential impact on future periods of the Pillar Two Framework, pending legislative adoption by additional individual countries, however, we may not be able to completely mitigate the impact of the legislation which could have an adverse material effect on our financial condition, results of operations and cash flows.

Current wording

Additionally, the European Union (EU) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development (OECD) Pillar Two Framework. Pursuant to the implementation dates prescribed in the Directive, the rules became effective for the Company for the 2025 fiscal year. A significant number of other countries are expected to also implement similar legislation with varying effective dates in the future. To date, the Company has determined that there is an immaterial global minimum tax liability as a result of Pillar Two, as certain jurisdictions have satisfied the safe harbor test to mitigate any minimum tax under Pillar Two. The Company continues to monitor its jurisdictions for any changes and include any appropriate minimum tax throughout the fiscal year.

Previous wording

The following summarizes the more significant factors impacting our operating results for the 13-week periods and 39-week periods ended September 27, 2024 (also referred to as the “third quarter of 2024” and "first nine months of 2024", respectively) and September 29, 2023 (also referred to as the “third quarter of 2023” and “first nine months of 2023,” respectively).

Current wording

The following summarizes the more significant factors impacting our operating results for the 13-week periods ended March 28, 2025 (also referred to as the “first quarter of 2025”) and March 29, 2024 (also referred to as the “first quarter of 2024”).

Previous wording

Gross profit - Gross profit for the third quarter of 2024 was $93.8 million, compared with $74.4 million in the third quarter of 2023. The increase in gross profit for the quarter was impacted by higher sales volume and higher per unit selling prices in the fresh and value-added product segment, partially offset by overall higher per unit production and procurement costs, lower sales volume in our banana segment, and the negative impact of fluctuations in exchange rates, primarily related to the Costa Rican colon.

Current wording

Gross profit - Gross profit for the first quarter of 2025 was $92.2 million, compared with $82.3 million in the first quarter of 2024. The increase in gross profit for the quarter was primarily driven by higher per unit selling prices in our fresh and value-added products segment, partially offset by higher per unit production, procurement, and distribution costs and lower net sales in our banana segment.

Previous wording

Selling, general and administrative expenses - Selling, general and administrative expenses for the third quarter of 2024 decreased by $0.2 million when compared with the third quarter of 2023, and increased $6.0 million in the first nine months of 2024 when compared with the first nine months of 2023. The increase in the nine month period was primarily due to higher professional fees in North America and higher marketing and promotional activities in Europe, partially offset by a reduction in amortization of definite lived intangible assets due to the impairment of the carrying value of customer relationships and trade name intangible assets during the fourth quarter of 2023.

Current wording

Selling, general and administrative expenses - Selling, general and administrative expenses for the first quarter of 2025 decreased by $2.6 million when compared with the first quarter of 2024. The decrease in the quarter was primarily due to lower professional fees in North America and lower promotional activities in North America and Europe.

Previous wording

Gain on disposal of property, plant and equipment, net and subsidiary - The gain on disposal of property, plant and equipment, net and subsidiary for the third quarter of 2024 of $8.2 million primarily consisted of a $7.7 million gain from the sale of a warehouse in Chile and a $0.3 million gain from the sale of an idle packing facility in Costa Rica. For the first nine months of 2024, gain on disposal of property, plant and equipment, net and subsidiary of $26.6 million also included a $14.7 million gain on the sale of two idle facilities in South America and a $3.4 million gain from the sale of a warehouse in Europe.

Current wording

Gain on disposal of property, plant and equipment, net - The gain on disposal of property, plant and equipment, net for the first quarter of 2025 of $0.8 million primarily consisted of the sale of idle land in Guatemala. The gain on disposal of property, plant and equipment, net for the first quarter of 2024 of $14.8 million primarily consisted of the sale of two idle facilities in Chile.

Previous wording

Asset impairment and other charges, net - Asset impairment and other charges, net of $0.2 million in the third quarter of 2024 consisted of property, plant and equipment damage due to heavy wind and rainstorms in Chile during the quarter. For the first nine months of 2024, asset impairment and other charges, net of $1.2 million also included charges related to (i) a settlement agreement with respect to a litigation matter by a former employee, net of insurance reimbursements, (ii) a reserve recorded due to a potential liability arising from our third-party logistics operations, and (iii) impairment charges of banana-related fixed assets in the Philippines, partially offset by an insurance reimbursement related to fire damages at a warehouse in South America.

Current wording

Asset impairment and other charges, net - Asset impairment and other charges, net of $2.3 million in the first quarter of 2024 primarily consisted of the accrual of a settlement agreement with respect to a litigation matter by a former employee, net of insurance reimbursements. No asset impairment and other charges, net were recorded during the first quarter of 2025.

Previous wording

Operating income -Operating income increased by $28.5 million in the third quarter of 2024 compared with the prior-year period. The increase in operating income was primarily driven by higher gross profit combined with the higher gain on disposal of property, plant and equipment.

Current wording

Operating income -Operating income increased by $0.8 million in the first quarter of 2025 compared with the prior-year period. The increase in operating income was primarily driven higher gross profit, partially offset by a lower gain on disposal of property, plant and equipment, net.

Previous wording

Interest expense -Interest expense decreased by $1.6 million in the third quarter of 2024 and by $5.7 million during the first nine months of 2024 when compared with the respective prior-year periods. The decrease during the third quarter of 2024 and the first nine months of 2024 was primarily due to lower average debt balances.

Current wording

Interest expense -Interest expense decreased by $1.8 million in the first quarter of 2025 compared with the prior-year period. The decrease during the first quarter of 2025 was primarily due to lower average debt balances.

Previous wording

Other (income) expense, net -Other (income) expense, net for the third quarter of 2024 was a gain of $0.1 million compared with a loss of $7.1 million in the third quarter of 2023. Other (income) expense, net for the first nine months of 2024 was a loss of $5.2 million compared with a loss of $22.7 million in the third quarter of 2023. The change in both periods was primarily due to the equity earnings of unconsolidated companies within the food and nutrition sector and lower foreign currency losses as compared to the prior-year periods.

Current wording

Other expense, net -Other expense, net for the first quarter of 2025 was $2.8 million compared with $7.7 million in the first quarter of 2024. The decrease was primarily due to lower foreign currency losses as compared to the prior-year period.

Previous wording

Income tax provision - Income tax provision increased to $7.9 million for the third quarter of 2024 compared with $4.1 million for the third quarter of 2023 and increased to $25.6 million for the first nine months of 2024 compared with $24.9 million for the first nine months of 2023. The increase in both periods is primarily due to increased earnings in certain higher tax jurisdictions partially offset by the prior year tax effects related to the sale of stock of a subsidiary and asset sales in Saudi Arabia and North America.

Current wording

Income tax provision - Income tax provision increased to $6.9 million for the first quarter of 2025 compared with $5.3 million for the first quarter of 2024. The increase is primarily due to increased earnings in certain higher tax jurisdictions.

Previous wording

First Nine Months of 2024 Compared with First Nine Months of 2023

Previous wording

Net sales for the third quarter of 2024 were $623.7 million, compared with $574.0 million in the prior-year period. The increase in net sales was primarily a result of higher sales volume and per unit selling prices of avocado, pineapple, prepared food, and fresh-cut fruit due to strong market demand. These increases were partially offset by lower net sales of vegetables due to lower sales volumes as a result of strategic volume rationalization.

Current wording

Net sales for the first quarter of 2025 were $683.2 million, compared with $676.8 million in the prior-year period. The increase in net sales was primarily a result of higher per unit selling prices of avocado and higher sales volume and per unit selling prices of fresh-cut fruits in North America due to strong market demand. These increases were partially offset by lower net sales of fresh-cut vegetables and vegetables due to strategic operational reductions during the fourth quarter of 2024, including the sale of certain assets of Fresh Leaf Farms.

Previous wording

Gross profit for the third quarter of 2024 included $0.6 million of other product-related charges, net, primarily as a result of $1.0 million of additional logistic and inventory write-offs incurred as a result of Hurricane Beryl during July 2024, partially offset by $0.6 million of insurance recoveries related to shipment disruptions in the Red Sea during the second quarter of 2024. For the first nine months of 2024, gross profit included other product-related charges, net of $0.8 million, primarily related to the above mentioned charges and $1.2 million of severance charges from the outsourcing of certain functions of our fresh and value-added operations and $0.5 million of expenses recorded related to shipment disruptions in the Red Sea, partially offset by $1.7 million related to insurance recoveries associated with damages tied to the flooding of a seasonal production facility in Greece during the third quarter of 2023. Gross profit for the third quarter of 2023 included $8.4 million of other product-related charges, net, comprised primarily of an inventory write-off and clean-up costs related to the flooding of a seasonal production facility in Greece due to heavy rainstorms. For the first nine months of 2023, other product-related charges, net, also included inventory write-offs of $1.8 million in connection with the sale of two distribution centers in Saudi Arabia.

Current wording

Gross profit for the first quarter of 2024 included $(1.0) million of other product-related credits comprised primarily of $2.2 million of insurance recoveries associated with damages tied to the flooding of a seasonal production facility in Greece during the third quarter of 2023, partially offset by $1.2 million of severance charges from the outsourcing of certain functions of our fresh and value-added operations. Gross margin increased to 10.1% from 8.3% in the prior-year period.

Previous wording

Net sales for the third quarter of 2024 were $345.3 million, compared with $384.7 million in the prior-year period. The decrease in net sales was primarily a result of lower sales volume in North America due to competitive market pressures and lower sales volume in Asia due to decreased supply from the Philippines as a result of weather-related events, partially offset by higher per unit selling prices in Asia as a result of low supply in the region.

Current wording

Net sales for the first quarter of 2025 were $363.8 million, compared with $379.5 million in the prior-year period. The decrease in net sales was primarily a result of lower sales volume and per unit selling prices in Asia due to lower demand and excess industry supply, lower sales volume in North America due to lower industry supply and weather-related logistic disruptions, and the negative impact of fluctuations in exchange rates due to a weaker Euro and Korean won. The decrease was partially offset by higher per unit selling prices in North America.

Previous wording

Gross profit for the third quarter of 2024 was $21.3 million, compared with $31.9 million in the prior-year period. The decrease in gross profit was principally driven by lower net sales, higher per unit production costs, and the negative impact of fluctuations in exchange rates due to a stronger Costa Rican colon, partially offset by lower per unit ocean freight costs.

Current wording

Gross profit for the first quarter of 2025 was $16.8 million, compared with $21.8 million in the prior-year period. The decrease in gross profit was principally driven by lower net sales and higher per unit production and procurement costs. Gross margin decreased to 4.6% from 5.7% in the prior-year period.

Previous wording

Net sales for the third quarter of 2024 were $50.5 million, compared with $44.4 million in the prior-year period. The increase in net sales was primarily due to higher per unit selling prices in our poultry and meats business and higher net sales of our third-party ocean freight services due to higher rates.

Current wording

Net sales for the first quarter of 2025 were $51.4 million, in line with $51.6 million in the prior-year period. The change in net sales was primarily due to lower net sales of our third-party ocean freight services due to weather-related and port congestion impacts on volume, partially offset by higher net sales in our poultry and meats business due to higher per unit selling prices.

Previous wording

Gross profit was $9.2 million for the third quarter of 2024, compared with $6.3 million in the prior-year period. The increase in gross profit was primarily a result of higher per unit selling prices and lower per unit production costs in our poultry and meats business. Gross margin increased to 18.2% from 14.2% in the prior-year period.

Current wording

Gross profit was $6.1 million for the first quarter of 2025, compared with $4.6 million in the prior-year period. The increase in gross profit was primarily a result of higher per unit selling prices in our poultry and meats business. Gross margin increased to 11.9% from 8.9% in the prior-year period.

Previous wording

Fresh Del Monte Produce Inc. is a holding company whose only significant asset is the outstanding capital stock of our subsidiaries that directly or indirectly own all of our assets. We conduct all of our business operations through our subsidiaries. Accordingly, as of September 27, 2024, our principal sources of liquidity were (i) cash generated from operations of our subsidiaries, (ii) our combined $806 million of credit facilities, including $750 million associated with our amended senior unsecured revolving credit facility, with an available capacity of approximately $512 million and (iii) existing cash and cash equivalents of $50.8 million. The loan commitments under our credit facilities can be used for working capital or other general corporate purposes. On a long-term basis, we will continue to rely on our credit facilities for any long-term funding not provided by cash generated from operations of our subsidiaries.

Current wording

Fresh Del Monte Produce Inc. is a holding company whose only significant asset is the outstanding capital stock of our subsidiaries that directly or indirectly own all of our assets. We conduct all of our business operations through our subsidiaries. Accordingly, as of March 28, 2025, our principal sources of liquidity were (i) cash generated from operations of our subsidiaries, (ii) our combined $807 million of credit facilities, including $750 million associated with our amended senior unsecured revolving credit facility, with an available capacity of approximately $551 million and (iii) existing cash and cash equivalents of $34.4 million. The loan commitments under our credit facilities can be used for working capital or other general corporate purposes. On a long-term basis, we will continue to rely on our credit facilities for any long-term funding not provided by cash generated from operations of our subsidiaries.

Previous wording

Net cash provided by operating activities was $187.2 million for the first nine months of 2024 compared with $180.1 million for the first nine months of 2023, an increase of $7.1 million. The increase was primarily attributable to (i) higher net income during the first nine months of 2024 as compared to the first nine months of 2023 and (ii) proceeds received during the third quarter of 2024 as a result of the termination of our interest rate swap. The increase was partially offset by the impact of working capital fluctuations, primarily related to larger decreases in inventory and accounts payable in the prior year as a result of a strategic increase in inventory levels at the end of fiscal year 2022 in order to secure costs and availability.

Current wording

Net cash provided by operating activities was $46.1 million for the quarter ended March 28, 2025 compared with $18.7 million for the quarter ended March 29, 2024, an increase of $27.4 million. The increase was primarily attributable to (i) working capital fluctuations, mainly driven by higher levels of accounts payable and accrued expenses, mainly as a result of the timing of period end payments to suppliers, (ii) lower levels of accounts receivable and (iii) higher net income during the quarter ended March 28, 2025 compared to the prior year quarter. The increase was partially offset by increased inventory levels during the quarter ended March 28, 2025.

Previous wording

Partially offsetting the net cash provided by investing activities for the first nine months of 2024 were capital expenditures of $34.1 million which mainly included expenditures related to investments in our operations and production facilities in North America benefiting both our fresh and value-added products and banana segments, including expenditures related to automation and technology initiatives, and improvements to our pineapple operations in Central America and Kenya. Net cash provided by investing activities for the first nine months of 2024 is also offset by $6.2 million in investments in unconsolidated companies in the food and nutrition sector that align with our long-term strategy and vision.

Current wording

Net cash provided by investing activities for the quarter ended March 29, 2024 primarily consisted of proceeds from the sale of property, plant and equipment of $20.1 million which mainly related to the sale of two facilities in South America and installment payments received from the sale of our plastic business subsidiary in South America during 2023. Partially offsetting the net cash provided by investing activities for the quarter ended March 29, 2024 were capital expenditures of $12.7 million which mainly included expenditures related to investments in our operations and production facilities in North America benefiting both our fresh and value-added products and banana segments, including expenditures related to automation and technology initiatives and improvements to our pineapple operations in Kenya. Net cash provided by investing activities for the quarter ended March 29, 2024 also reflects $3.5 million in investments in unconsolidated companies in the food and nutrition sector that align with our long-term strategy and vision.

Previous wording

Net cash used in financing activities for the first nine months of 2024 was $172.1 million, compared with $191.2 million for the first nine months of 2023. Net cash used in financing activities for the first nine months of 2024 primarily consisted of net repayments on debt of $130.4 million and dividends paid of $35.9 million.

Current wording

Net cash used in financing activities for the quarter ended March 28, 2025 was $34.5 million, compared with $16.0 million for the quarter ended March 29, 2024. Net cash used in financing activities for the quarter ended March 28, 2025 primarily consisted of dividends paid of $14.4 million, net repayments on debt of $11.1 million and the repurchase and retirement of ordinary shares of $7.6 million as part of our stock repurchase program announced in February 2025.

Previous wording

As of September 27, 2024, we had $511.7 million unused borrowing capacity, net of letters of credit and guarantees, primarily under the 2024 Amended Credit Facility.

Current wording

As of March 28, 2025, we had $550.5 million unused borrowing capacity, net of letters of credit and guarantees, primarily under the 2024 Amended Credit Facility.

Previous wording

A discussion of our critical accounting policies and estimates can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” included in our Form 10-K for the fiscal year ended December 29, 2023. There were no material changes to these critical accounting policies or estimates during the third quarter of 2024.

Current wording

A discussion of our critical accounting policies and estimates can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” included in our Form 10-K for the fiscal year ended December 27, 2024. There were no material changes to these critical accounting policies or estimates during the first quarter of 2025.

Previous wording

Our results of operations and financial condition are exposed to fluctuations in currency exchange rates against the U.S. dollar, and we mitigate that exposure by entering into foreign currency forward contracts. Certain of our subsidiaries periodically enter into foreign currency forward contracts in order to hedge portions of forecasted sales or cost of sales denominated in foreign currencies which generally expire within one year. The fair value of our foreign currency cash flow hedges was a net liability position of $2.2 million as of September 27, 2024 compared to a net liability position of $0.3 million as of December 29, 2023 due to the relative strengthening or weakening of exchange rates when compared to contracted rates.

Current wording

Our results of operations and financial condition are exposed to fluctuations in currency exchange rates against the U.S. dollar, and we mitigate that exposure by entering into foreign currency forward contracts. Certain of our subsidiaries periodically enter into foreign currency forward contracts in order to hedge portions of forecasted sales or cost of sales denominated in foreign currencies which generally expire within one year. The fair value of our foreign currency cash flow hedges was a net liability position of $1.3 million as of March 28, 2025 compared to a net asset position of $0.3 million as of December 27, 2024 due to the relative weakening of exchange rates when compared to contracted rates.

Previous wording

Our results of operations and financial condition are exposed to fluctuations in variable interest rates, and we mitigate that exposure by entering into interest rate swaps from time to time. During 2018, we entered into interest rate swaps in order to hedge the risk of the fluctuation on future interest payments related to a portion of our variable rate borrowings through 2028. On July 19, 2024, we agreed to terminate our remaining outstanding interest rate swap in exchange for $7.3 million, net of fees of approximately $0.2 million. As a result, as of September 27, 2024, we had no outstanding interest rate swap cash flow hedges. The fair value of our interest rate swap cash flow hedges were at an asset position of $7.9 million as of December 29, 2023. The change in value prior to termination of the outstanding interest rate swap was due to the relative decrease in variable interest rates when compared to the rates as of December 29, 2023. Based on our assessment that the originally hedged cash flows associated with our variable rate borrowings remain probable, the proceeds received as a result of our terminated interest rate swap will remain in accumulated other comprehensive loss and be reclassified to earnings through interest expense over the remaining life of the hedged debt.

Current wording

We are exposed to fluctuations in variable interest rates on our results of operations and financial condition, and we mitigate that exposure by entering into interest rate swaps from time to time. During 2018, we entered into interest rate swaps in order to hedge the risk of the fluctuation on future interest payments related to a portion of our variable rate borrowings through 2028. On July 19, 2024, we agreed to terminate our outstanding interest rate swap agreement in exchange for $7.3 million, net of fees of $0.2 million. Based on our assessment that the originally hedged cash flows associated with our variable rate borrowings remain probable, the proceeds received as a result of the termination of our outstanding interest rate swap agreement will remain in accumulated other comprehensive loss and be reclassified to earnings through interest expense over the remaining life of the hedged debt. At March 28, 2025, $4.5 million remained in accumulated other comprehensive loss related to the terminated interest rate swap, of which $2.1 million is expected to be reclassified to earnings through interest expense over the next twelve months.

Previous wording

We enter into derivative instruments with counterparties that are highly rated and do not expect a deterioration of our counterparty’s credit ratings; however, the deterioration of our counterparty’s credit ratings would affect the Consolidated Financial Statements in the recognition of the fair value of the hedges that would be transferred to earnings as the contracts settle. We expect that $1.2 million of the net fair value of our cash flow hedges recognized as a net gain in accumulated other comprehensive loss, inclusive of amounts received related to our interest rate swap terminated during the third quarter of 2024, will be transferred to earnings during the next 12 months and the remaining net gain of $3.2 million over a period of approximately 4 years, along with the earnings effect of the related forecasted transactions.

Current wording

We enter into derivative instruments with counterparties that are highly rated and do not expect a deterioration of our counterparty’s credit ratings; however, the deterioration of our counterparty’s credit ratings would affect the Consolidated Financial Statements in the recognition of the fair value of the hedges that would be transferred to earnings as the contracts settle. We expect that $0.8 million of the net fair value of our cash flow hedges recognized as a net gain in accumulated other comprehensive loss, inclusive of amounts received related to our interest rate swap terminated during the third quarter of 2024, will be transferred to earnings during the next 12 months and the remaining net gain of $2.4 million over a period of approximately 3 years, along with the earnings effect of the related forecasted transactions.

Previous wording

Potential impairment exists if the fair value of a reporting unit to which goodwill has been allocated is less than the carrying value of the reporting unit. Future changes in the estimates used to conduct our impairment review, including our financial projections and changes in the discount rates used, could cause the analysis to indicate that our goodwill or trade names and trademarks are impaired in subsequent periods and result in a write-off of a portion or all of goodwill or trade names and trademarks.

Current wording

Potential impairment exists if the fair value of a reporting unit to which goodwill has been allocated is less than the carrying value of the reporting unit. Future changes in the estimates used to conduct our impairment review, including our financial projections and changes in the discount rates used, could cause the analysis to indicate that our goodwill or trade names and trademarks are impaired in subsequent periods and result in a write-off of a portion or all of goodwill or trade names and trademarks. On April 2, 2025, the Trump administration announced a baseline tariff of 10% on products from all countries and an additional country-specific tariff on an incremental number of other countries which was subsequently delayed for 90 days. The announcement has resulted in volatility in the United States equity and bond markets. We cannot predict whether future developments associated with the announced tariffs, including the resulting volatility, will result in changes to our projected cash flows or discount rates used that lead to impairment of our goodwill or prepared foods trade names and trademarks.

Previous wording

•our expectations regarding the impact on our business operations of any geopolitical conflicts, including the as a result of the Red Sea conflict;

Current wording

•our expectations regarding the impact on our business operations of any geopolitical conflicts, including shipping disruptions as a result of the Red Sea conflict;

Previous wording

•the impact of inflationary pressures on raw materials and other costs;

Current wording

•the impact of inflationary pressures on raw materials and other costs, as well as the impact on increased costs for many of our products;

Previous wording

•the impact of crop disease, such as vascular diseases, one of which is known as Tropical Race 4, or TR4 (also known as Panama Disease);

Current wording

•the impact of crop disease as well as our ability to improve our existing quarantine policies and other prevention strategies, as well as find contingency plans, to protect our and our suppliers' banana crops from vascular diseases such as vascular diseases, one of which is known as Tropical Race 4, or TR4 (also known as Panama Disease);
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Previous report — wording carried elsewhere

America benefiting both our fresh and value-added products and banana segments, including expenditures related to automation and technology initiatives, (iii) investments in our production facilities in the Middle East benefiting our poultry and meats business, and (iv) improvements to our value-added production facilities in Europe and the Middle East. Net cash provided by investing activities for the first nine months of 2023 also reflects $4.4 million in investments in unconsolidated companies in the food and nutrition sector that align with our long-term strategy and vision.