FRESH DEL MONTE PRODUCE INC

Previous wording

During the first half of 2025, the U.S. government has signaled or announced numerous changes to its trade policy, including changes to existing trade agreements and the use of tariffs to enforce trade policy. 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 currently exempt imports that are compliant with the United States-Mexico-Canada ("USMCA") trading agreement, which includes a wide range of fresh fruit and vegetables. However, these trade policies are subject to change with limited or no advance notice to the Company. As a result, it is uncertain what, if any, impact tariffs or other trade policy may have on products we source or partially source from Mexico, which makes up approximately 10% of our North American net sales.

Current wording

During the first nine months of 2025, the U.S. government has signaled or announced numerous changes to its trade policy, including changes to existing trade agreements and the use of tariffs to enforce trade policy. 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 currently exempt imports that are compliant with the United States-Mexico-Canada ("USMCA") trading agreement, which includes a wide range of fresh fruit and vegetables. However, these trade policies are subject to change with limited or no advance notice to the Company. As a result, it is uncertain what, if any, impact tariffs or other trade policy may have on products we source or partially source from Mexico, which makes up approximately 10% of our North American net sales.

Previous wording

The recently announced tariffs have and will continue to significantly increase our cost of products sold. During the six months ended June 27, 2025, we incurred additional costs related to tariff charges placed on products sold into the United States which we were able to mostly mitigate through increased selling prices to our North American customers implemented during the second quarter of 2025. If we are unable to successfully sustain our increased selling prices to our customers, institute new increases for incremental tariffs, or if increased selling prices significantly impact consumer demand, we expect the impact to our gross profit for the remainder of 2025 to be material. 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.

Current wording

The recently announced tariffs have and will continue to significantly increase our cost of products sold. During the nine months ended September 26, 2025, we incurred additional costs related to tariff charges placed on products sold into the United States which we were able to mostly mitigate through increased selling prices to our North American customers implemented during the second quarter of 2025. If we are unable to successfully sustain our increased selling prices to our customers, institute new increases for incremental tariffs, or if increased selling prices significantly impact consumer demand, we expect the impact to our gross profit for the remainder of 2025 to be material. 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.

Previous 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 $237.2 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.

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 $253.8 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 the third foreign jurisdiction, we received tax assessments related to 2018-2021 audit years. We have filed objections contesting these assessments.

Current wording

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

Previous wording

The following summarizes the more significant factors impacting our operating results for the 13-week periods and 26-week periods ended June 27, 2025 (also referred to as the “second quarter of 2025” and "first six months of 2025", respectively) and June 28, 2024 (also referred to as the “second quarter of 2024” and "first six months of 2024").

Current wording

The following summarizes the more significant factors impacting our operating results for the 13-week periods and 39-week periods ended September 26, 2025 (also referred to as the “third quarter of 2025” and "first nine months of 2025", respectively) and September 27, 2024 (also referred to as the “third quarter of 2024” and "first nine months of 2024").

Previous wording

Net sales - Net sales for the second quarter of 2025 were $1,182.5 million, compared with $1,139.7 million in the second quarter of 2024, and $2,280.8 million for the first six months of 2025 compared with $2,247.5 million for the first six months of 2024. The increase in both periods was primarily driven by higher net sales in our fresh and value-added products segment driven by higher per unit selling prices and the favorable impact of fluctuations in exchange rates, primarily related to the Japanese yen and British pound. The increase in net sales during the second quarter of 2025 was also driven by higher net sales in our banana segment driven by higher per unit selling prices and the favorable impact of fluctuations in exchange rates related to the Euro. In both periods, the higher per unit selling prices were impacted by tariff-related price adjustments in North America.

Current wording

Net sales - Net sales for the third quarter of 2025 were $1,021.9 million, compared with $1,019.5 million in the third quarter of 2024, and $3,302.8 million for the first nine months of 2025 compared with $3,267.0 million for the first nine months of 2024. The increase in both periods was primarily driven by higher net sales in our banana segment driven by higher per unit selling prices, including the impact of tariff-related price adjustments in North America and the favorable impact of fluctuations in exchange rates related to the Euro, British pound, and Japanese yen. For the first nine months of 2025, the increase was also driven by higher per unit selling prices in our fresh and value-added products segment. The increase was partially offset in both periods by lower sales volume of fresh-cut vegetables due to strategic operational reductions taken during the fourth quarter of 2024, including the sale of certain assets of Fresh Leaf Farms.

Previous wording

Gross profit for the second quarter of 2025 was $84.9 million, compared with $77.9 million in the prior-year period. The increase in gross profit was primarily driven by higher net sales, partially offset by higher per unit production and procurement costs and increased distribution costs, inclusive of the impact of tariff-related charges in North America.

Current wording

Gross profit was $293.1 million for the first nine months of 2025 compared with $289.2 million for the first nine months of 2024. The increase in gross profit was primarily driven by higher net sales, partially offset by higher per unit production and procurement costs and increased distribution costs.

Previous wording

Gross profit for the second quarter of 2024 included $1.2 million of other product-related charges primarily related to shipment disruptions in the Red Sea and clean-up costs associated with the flooding of a seasonal production facility in Greece during 2023. For the first six months of 2024, gross profit included other product-related charges of $0.2 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, partially offset by $2.2 million related to insurance recoveries associated with the flooding in Greece. No other product-related charges were recorded during the second quarter or first six months of 2025.

Current wording

Gross profit for the third quarter and first nine months of 2025 included $0.6 million and $0.5 million of other product-related credits primarily consisting of insurance recoveries related to damages incurred as a result of Hurricane Beryl during July 2024. 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, 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, other product-related charges, net of $0.8 million also included $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 related to shipment disruptions in the Red Sea, partially offset by insurance recoveries of $1.7 million tied to the flooding of a seasonal production facility in Greece.

Previous wording

Selling, general and administrative expenses - Selling, general and administrative expenses for the second quarter of 2025 increased by $1.4 million when compared with the second quarter of 2024, and decreased by $1.2 million in the first six months of 2025 when compared with the first six months of 2024. The increase in the quarter was primarily due to an administrative charge incurred associated with the restructuring of certain loans and higher share-based compensation expense. For the first six months of 2025, the decrease was primarily due to lower professional fees and promotional activities in North America compared to the prior-year period, partially offset by the increases noted in the second quarter of 2025.

Current wording

Selling, general and administrative expenses - Selling, general and administrative expenses for the third quarter of 2025 increased by $4.2 million when compared with the third quarter of 2024, and increased by $2.9 million in the first nine months of 2025 when compared with the first nine months of 2024. The increase in the both periods was primarily due to an increased allowance for bad debt in Europe and higher share-based compensation expense. For the first nine months of 2025, the increase was also due to an administrative charge incurred associated with the restructuring of certain loans.

Previous wording

Gain on disposal of property, plant and equipment, net - For the first six months of 2025, gain on disposal of property, plant and equipment, net of $0.9 million primarily consisted of the sale of idle land in Guatemala. No significant disposals of property, plant and equipment occurred during the second quarter of 2025.

Current wording

Gain on disposal of property, plant and equipment, net - Gain on disposal of property, plant and equipment, net for the third quarter of 2025 of $5.0 million primarily consisted of a $2.9 million gain from the sale of a carrier vessel and a $2.1 million gain on the sale of idle property in Chile. For the first nine months of 2025, gain on disposal of property, plant and equipment, net of $5.9 million also included a $0.9 million gain on the sale of idle land in Guatemala.

Previous wording

The gain on disposal of property, plant and equipment, net for the second quarter of 2024 of $3.6 million primarily consisted of the sale of a warehouse in Europe. For the first six months of 2024, gain on disposal of property, plant, and equipment, net of $18.3 million also included a $14.7 million gain on the sale of two idle facilities in South America.

Current wording

Gain on disposal of property, plant and equipment, net 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 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.

Previous wording

Asset impairment and other charges (credits), net - Asset impairment and other charges (credits), net of $0.6 million for the second quarter and first six months of 2025 primarily consisted of impairment charges related to a leased farm in Chile. Asset impairment and other charges (credits), net of $(1.3) million in the second quarter of 2024 primarily consisted of an insurance reimbursement related to fire damages at a warehouse in South America during 2023, partially offset by impairment charges of banana-related fixed assets in the Philippines. For the first six months of 2024, asset impairment and other charges (credits), net of $1.0 million also included accruals related to (i) a settlement agreement with respect to a litigation matter by a former employee, net of insurance reimbursements and (ii) a reserve recorded due to a contingency matter arising from our third-party logistics operations.

Current wording

Asset impairment and other charges, net - Asset impairment and other charges, net of $55.5 million for the third quarter of 2025 primarily consisted of charges incurred as a result of our decision to abandon operations at certain banana farms in the Philippines and the write-down of assets as a result of our planned divestiture of Mann Packing. For the first nine months of 2025, asset impairment and other charges also included impairment charges related to a leased farm in Chile. Asset impairment and other charges, net of $0.2 million in the third quarter of 2024 primarily 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 related to a regulatory matter 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.

Previous wording

Operating income -Operating income increased by $0.1 million in the second quarter of 2025 and increased by $1.0 million in the first six months of 2025 when compared with the prior-year periods. 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 in the current year period.

Current wording

Operating (loss) income -Operating (loss) income decreased by $75.7 million in the third quarter of 2025 and decreased by $74.6 million in the first nine months of 2025 when compared with the prior-year periods. The decrease in operating income was primarily driven by higher asset impairment and other charges, net taken during the third quarter of 2025 and a lower gain on disposal of property, plant and equipment, net in the current year period. Additionally, lower gross profit in the third quarter of 2025 also contributed to the decrease compared to the prior-year period.

Previous wording

Interest expense -Interest expense decreased by $2.0 million in the second quarter of 2025 and decreased by $3.7 million in the first six months of 2025 when compared with the prior-year period due to lower average debt balances.

Current wording

Interest expense -Interest expense decreased by $1.9 million in the third quarter of 2025 and decreased by $5.6 million in the first nine months of 2025 when compared with the prior-year period primarily due to lower average debt balances.

Previous wording

Other (income) expense, net -Other (income) expense, net for the second quarter of 2025 was a gain of $6.2 million compared with a gain of $2.3 million in the second quarter of 2024. Other (income) expense, net for the first six months of 2025 was a gain of $3.4 million compared with a loss of $5.4 million for the first six months of 2024. The change for the second quarter of 2025 was primarily due to the equity earnings of unconsolidated companies within the food and nutrition sector. For the first six months of 2025, the change also included the effects of lower foreign currency losses as compared to the prior-year period.

Current wording

Other (income) expense, net -Other (income) expense, net for the third quarter of 2025 was a loss of $0.3 million compared with a gain of $0.1 million in the third quarter of 2024. The change for the third quarter of 2025 was primarily due to lower equity earnings of unconsolidated companies within the food and nutrition sector when compared to the prior-year period. Other (income) expense, net for the first nine months of 2025 was a gain of $3.1 million compared with a loss of $5.2 million for the first nine months of 2024. For the first nine months of 2025, the change was primarily due to higher equity earnings of unconsolidated companies within the food and nutrition sector and lower foreign currency losses as compared to the prior-year period.

Previous wording

Income tax provision - Income tax provision increased to $14.1 million for the second quarter of 2025 compared with $12.3 million for the second quarter of 2024. Income tax provision increased to $21.0 million for the first six months of 2025 compared with $17.6 million for the first six months of 2024. The increase is primarily due to increased earnings in certain higher tax jurisdictions.

Current wording

Income tax provision - Income tax provision decreased to $4.2 million for the third quarter of 2025 compared with $7.9 million for the third quarter of 2024 and decreased to $25.2 million for the first nine months of 2025 compared with $25.6 million for the first nine months of 2024. The decrease in both periods is primarily due to decreased earnings in certain higher tax jurisdictions.

Previous wording

Net sales for the second quarter of 2025 were $722.6 million, compared with $694.1 million in the prior-year period. The increase in net sales was primarily a result of higher per unit selling prices of pineapple, higher sales volume and per unit selling prices of fresh-cut fruits due to strong market demand, the favorable impact of fluctuations in exchange rates, primarily related to the British pound, Euro and Japanese yen, and tariff-related price adjustments in North America. 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.

Current wording

Net sales for the third quarter of 2025 were $610.5 million, compared with $623.7 million in the prior-year period. The decrease in net sales was primarily a result of lower per unit selling prices of avocados due to higher industry supply and lower net sales of fresh-cut vegetables due to strategic operational reductions during the fourth quarter of 2024, including the sale of certain assets of Fresh Leaf Farms. These decreases were partially offset by higher sales volume and per-unit selling prices of fresh-cut fruit, increased per-unit selling prices of pineapple, and tariff-related price adjustments in North America.

Previous wording

Net sales for the second quarter of 2025 were $410.0 million, compared with $394.3 million in the prior-year period. The increase in net sales was primarily a result of higher per unit selling prices across all of the Company's regions, combined with the favorable impact of fluctuations in exchange rates, primarily related to the Euro, and tariff-related price adjustments in North America. Additionally, sales volume increased in the Middle East, reflecting a recovery from the prior-year shipment disruptions caused by the Red Sea conflict. These increases were partially offset by lower sales volume in Asia due to lower supply and an excess of local seasonal fruits in the market which resulted in reduced demand and lower sales volume in North America due to adverse weather in production areas.

Current wording

Net sales for the third quarter of 2025 were $358.0 million, compared with $345.3 million in the prior-year period. The increase in net sales was primarily a result of higher per unit selling prices across all of the Company's regions, including the favorable impact of fluctuations in exchange rates, primarily related to the Euro, and tariff-related price adjustments in North America. Additionally, sales volume increased in the Middle East, reflecting a recovery from the prior-year shipment disruptions caused by the Red Sea conflict. The increase in net sales was partially offset by lower sales volume in Asia and North America due to weak market demand.

Previous wording

Gross profit for the second quarter of 2025 was $30.0 million, compared with $29.8 million in the prior-year period. The slight increase in gross profit reflects the benefit of higher net sales, mostly offset by higher per unit production and procurement costs due to adverse weather conditions in our growing regions and higher distribution costs, inclusive of the impact of tariff-related charges in North America. Gross margin decreased to 7.3% from 7.6% in the prior-year period.

Current wording

Gross profit for the third quarter of 2025 was $4.6 million, compared with $21.3 million in the prior-year period. The decrease in gross profit was primarily driven by higher per unit production and procurement costs due to adverse weather conditions in our growing regions during the first half of 2025, higher distribution costs, and an allowance recorded on a receivable from an independent grower in Asia due to low production. The decrease was partially offset by higher net sales.

Previous wording

Gross profit was $5.2 million for the second quarter of 2025, compared with $5.5 million in the prior-year period. The decrease in gross profit was primarily a result of lower net sales in our poultry and meats business. Gross margin decreased to 10.4% from 10.7% in the prior-year period.

Current wording

Gross profit was $7.9 million for the third quarter of 2025, compared with $9.2 million in the prior-year period. The decrease in gross profit was primarily a result of lower net sales and higher production costs in our poultry and meats business. Gross margin decreased to 14.8% from 18.2% in the prior-year period.

Previous wording

Net sales for the first six months of 2025 were $1,405.7 million, compared with $1,370.8 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 fresh-cut fruit and higher per unit selling prices of avocados and pineapple due to strong market demand and tariff-related price adjustments in North America. 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.

Current wording

Net sales for the first nine months of 2025 were $2,016.2 million compared with $1,994.6 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 fresh-cut fruit, higher per unit selling prices of pineapple due to strong market demand and tariff-related price adjustments in North America. 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 first six months of 2024 included $0.2 million of other product-related charges comprised primarily of $1.2 million of severance charges from the outsourcing of certain functions of our fresh and value-added operations and $0.5 million of charges related to shipment disruptions in the Red Sea, partially offset by $1.6 million of insurance recoveries, net of expenses, associated with damages tied to the flooding of a seasonal production facility in Greece during 2023. Gross margin increased to 11.0% compared with 9.8% in the prior-year period.

Current wording

Gross profit for the first nine months of 2025 included $0.2 million of other product-related credits as a result of insurance recoveries related to damages incurred during Hurricane Beryl in July 2024. Gross profit for the first nine months of 2024 included $0.4 million of other product-related charges comprised primarily of $1.2 million of severance charges from the outsourcing of certain functions of our fresh and value-added operations and $0.6 million of additional logistic expenses and inventory write-offs incurred as a result of Hurricane Beryl, partially offset by $1.6 million of insurance recoveries, net of expenses, associated with damages tied to the flooding of a seasonal production facility in Greece during 2023. Gross margin increased to 11.0% compared with 9.9% in the prior-year period.

Previous wording

Net sales for the first six months of 2025 were $773.7 million, compared with $773.8 million in the prior-year period. The slight decrease in net sales was primarily a result of lower sales volume in North America due to lower industry supply and weather-related logistic disruptions combined with lower sales volume in Asia due to reduced supply and lower per unit selling prices driven by an excess of local seasonal fruits in the market which resulted in reduced demand. These decreases were mostly offset by higher per unit selling prices in Europe due increased demand, higher sales volume in the Middle East due to the prior-year period being impacted by shipment disruptions as a result of the Red Sea conflict, and tariff-related price adjustments in North America.

Current wording

Net sales for the first nine months of 2025 were $1,131.7 million, compared with $1,119.1 million in the prior-year period. The increase in net sales was primarily a result of tariff-related price adjustments in North America, higher sales volume in the Middle East due to the prior-year period being impacted by shipment disruptions as a result of the Red Sea conflict and higher per unit selling prices in Europe due to increased demand. The increase was partially offset by lower sales volume in North America, primarily due to lower industry supply and adverse weather in production areas during the first half of the year, and lower sales volume in Asia due to reduced supply and lower per unit selling prices in the first half of the year driven by an excess of local seasonal fruits in the market which resulted in reduced demand.

Previous wording

Gross profit for the first six months of 2025 was $46.8 million, compared with $51.5 million in the prior-year period. The decrease in gross profit was primarily a result of higher per unit production and procurement costs due to adverse weather conditions in our growing regions and higher distribution costs, inclusive of the impact of tariff-related charges in North America. Gross margin decreased to 6.0% compared with 6.7% in the prior-year period.

Current wording

Gross profit for the first nine months of 2025 was $51.4 million, compared with $72.8 million in the prior-year period. The decrease in gross profit was primarily a result of higher per unit production and procurement costs due to adverse weather conditions in our growing regions and higher distribution costs. The decrease was partially offset by higher net sales.

Previous wording

Gross profit for the first six months of 2025 was $11.3 million compared with $10.0 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 11.1% from 9.7% in the prior-year period.

Current wording

Gross profit for the first nine months of 2025 was $19.3 million compared with $19.2 million in the prior-year period. The slight increase in gross profit was primarily a result of higher net sales, partially offset by an increase in per unit production costs related to our poultry and meats business. Gross margin of 12.5% was in line with 12.5% 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 June 27, 2025, our principal sources of liquidity were (i) cash generated from operations of our subsidiaries, (ii) our combined $796 million of credit facilities, including $750 million associated with our amended senior unsecured revolving credit facility, with an available capacity of approximately $577 million and (iii) existing cash and cash equivalents of $85.5 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 September 26, 2025, our principal sources of liquidity were (i) cash generated from operations of our subsidiaries, (ii) our combined $796 million of credit facilities, including $750 million associated with our amended senior unsecured revolving credit facility, with an available capacity of approximately $606 million and (iii) existing cash and cash equivalents of $97.2 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

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 six months of 2025, we repurchased 253,850 shares for $7.6 million under the Stock Repurchase Program. No shares were repurchased during the second quarter of 2025. 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 wording

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 nine months of 2025, we repurchased 455,364 shares for $14.8 million under the Stock Repurchase Program, of which 201,514 shares for $7.2 million were purchased during the third quarter of 2025. 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.

Previous wording

Net cash provided by operating activities was $159.2 million for the six months ended June 27, 2025 compared with $143.7 million for the six months ended June 28, 2024, an increase of $15.5 million. The increase was primarily attributable to (i) higher net income during the six months ended June 27, 2025 compared to the prior year period and (ii) the working capital fluctuations, primarily driven by higher levels of accounts payable and accrued expenses, mainly as a result of the timing of period end payments to suppliers. The increase was partially offset by increased inventory levels at June 27, 2025 compared to the prior year period.

Current wording

Net cash provided by operating activities was $234.2 million for the nine months ended September 26, 2025 compared with $187.2 million for the nine months ended September 27, 2024, an increase of $47.0 million. The increase was primarily attributable to working capital fluctuations, mainly due to lower levels of accounts receivables driven by the timing of collections and lower levels of finished goods inventory compared to the prior-year period. Partially offsetting these factors was a larger increase in accounts payable and accrued expenses in the prior-year period, mainly relating to the timing of period-end payments.

Previous wording

At June 27, 2025, we had working capital of $614.6 million, compared with $599.8 million at December 27, 2024, an increase of $14.8 million. The increase in working capital was primarily due to higher levels of cash and cash equivalents and accounts receivable. Partially offsetting the increase in working capital were lower levels of inventory due to seasonality and higher levels of accounts payable and accrued expenses due to timing of payments near period end.

Current wording

At September 26, 2025, we had working capital of $609.4 million, compared with $599.8 million at December 27, 2024, an increase of $9.6 million. The increase in working capital was primarily due to higher levels of cash and cash equivalents. Partially offsetting the increase in working capital were lower levels of inventory due to seasonality and higher levels of accounts payable and accrued expenses due to timing of payments near period end.

Previous wording

Net cash used in investing activities for the six months ended June 27, 2025 was $24.4 million, compared with net cash provided by investing activities of $1.6 million for the six months ended June 28, 2024. Net cash used in investing activities for the six months ended June 27, 2025 primarily consisted of capital expenditures of $21.6 million which mainly included expenditures related to (i) improvements to our banana and pineapple operations in Central America and (ii) investments in our operations and production facilities in North America benefiting both our fresh and value-added products and banana segments, and (iii) improvements to our pineapple operations in Kenya. Net cash used in investing activities for the six months ended June 27, 2025 also included $7.5 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 six months ended June 27, 2025 were proceeds from the sale of property, plant and equipment of $3.5 million which mainly related to the sale of idle land in Guatemala.

Current wording

Net cash used in investing activities for the nine months ended September 26, 2025 was $34.4 million, compared with net cash provided by investing activities of $1.0 million for the nine months ended September 27, 2024. Net cash used in investing activities for the nine months ended September 26, 2025 primarily consisted of capital expenditures of $35.7 million which mainly included expenditures related to (i) improvements to our banana and pineapple operations in Central America and (ii) investments in our operations and production facilities in North America benefiting both our fresh and value-added products and banana segments, and (iii) improvements to our pineapple operations in Kenya. Net cash used in investing activities for the nine months ended September 26, 2025 also included $11.7 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 nine months ended September 26, 2025 were proceeds from the sale of property, plant and equipment of $11.8 million which primarily relate to the sale of a carrier vessel, two idle properties in Chile, and idle land in Guatemala.

Previous wording

Net cash provided by investing activities for the six months ended June 28, 2024 primarily consisted of proceeds from the sale of property, plant and equipment of $21.1 million which mainly related to the sale of two facilities in South America installment payments received from the sale of our plastics business subsidiary in South America during 2023, and 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 2023, partially offset by $4.5 million of 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 nine months ended September 27, 2024 primarily consisted of proceeds from the sale of property, plant and equipment 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 relating to the flooding of a seasonal production facility in Greece during 2023, and installment payments received from the sale of our plastics business subsidiary in South America during the prior year.

Previous wording

Net cash used in financing activities for the six months ended June 27, 2025 was $81.2 million, compared with $144.3 million for the six months ended June 28, 2024. Net cash used in financing activities for the six months ended June 27, 2025 primarily consisted of net repayments on debt of $43.1 million, dividends paid of $28.8 million and the repurchase and retirement of ordinary shares of $7.6 million as part of our stock repurchase program announced in February 2025.

Current wording

Net cash used in financing activities for the nine months ended September 26, 2025 was $135.3 million, compared with $172.1 million for the nine months ended September 27, 2024. Net cash used in financing activities for the nine months ended September 26, 2025 primarily consisted of net repayments on debt of $71.1 million, dividends paid of $43.1 million and the repurchase and retirement of ordinary shares of $14.8 million as part of our stock repurchase program announced in February 2025.

Previous wording

Net cash used in financing activities for the first six months of 2024 primarily consisted of net repayments on debt of $115.0 million and dividends paid of $23.9 million.

Current wording

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.

Previous wording

As of June 27, 2025, we had $577.2 million unused borrowing capacity, net of letters of credit and guarantees, primarily under the 2024 Amended Credit Facility.

Current wording

As of September 26, 2025, we had $606.1 million unused borrowing capacity, net of letters of credit and guarantees, primarily under the 2024 Amended Credit Facility.

Previous wording

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 six months ended June 27, 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 wording

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 nine months ended September 26, 2025, we repurchased approximately 455,000 shares for $14.8 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.

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 27, 2024. There were no material changes to these critical accounting policies or estimates during the second quarter of 2025.

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 third 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 $6.9 million as of June 27, 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 and additional foreign currency cash flow hedges entered into during the six months ended June 27, 2025.

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 $1.6 million as of September 26, 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 and additional foreign currency cash flow hedges entered into during the nine months ended September 26, 2025.

Previous 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 June 27, 2025, $3.8 million remained in accumulated other comprehensive loss related to the terminated interest rate swap, of which $1.7 million is expected to be reclassified to earnings through interest expense over the next twelve months.

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 September 26, 2025, $3.2 million remained in accumulated other comprehensive loss related to the terminated interest rate swap, of which $1.4 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$5.2 millionof the net fair value of our cash flow hedges recognized as a net loss in accumulated other comprehensive loss, inclusive of amounts associated with our interest rate swap terminated during the quarter ended June 28, 2024, will be transferred to earnings during the next 12 months, and the remaining net gain of $2.1 million over the following 3 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$0.2 millionof the net fair value of our cash flow hedges recognized as a net loss in accumulated other comprehensive loss, inclusive of amounts associated with our interest rate swap terminated during the quarter ended June 28, 2024, will be transferred to earnings during the next 12 months, and the remaining net gain of $1.8 million over the following 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. In addition, certain definite-lived assets in the Philippines related to our banana segment, with a carrying value of $33.3 million as of June 27, 2025, are sensitive to changes in estimated cash flows. To the extent that future developments result in cash flows that are less than currently estimated levels, including as a result of an inability to successfully implement our strategies to improve sales and profitability of the related activities, it could lead to impairment of these assets.

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. In addition, certain definite-lived assets in the Philippines related to our banana segment are sensitive to changes in estimated cash flows. During the quarter ended September 26, 2025, as a result of our decision to abandon two operations in the Philippines where these assets were located, we recorded impairment charges of $35.7 million.