DEL MONTE CORP

Previous wording

Subsequent to our March 2026 acquisition of select assets of Del Monte Foods, our business is comprised of four reportable segments, three of which represent our primary businesses of fresh and value-added products, banana and prepared foods, and one that represents our other ancillary businesses.

Current wording

Subsequent to our March 2026 acquisition of select assets of Del Monte Foods, our business is comprised of four reportable segments, three of which represent our primary businesses of fresh and value-added products, banana, prepared foods and one that represents our other ancillary businesses. The business and assets acquired as part of our acquisition of Del Monte Foods is included in our prepared foods reporting segment.

Previous 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. During the first quarter of 2026, escalation of the conflict in the Middle East has resulted in significant disruption to shipping activities through the Strait of Hormuz, a critical maritime area used for global supply chain. Due to these disruptions, we incurred customer quality claims, product damages, and write-off of inventory resulting in $0.6 million of customer claims and $1.7 million of other product-related charges recognized during the first quarter of 2026. Additionally, these conflicts have resulted in increased variability in certain commodity and transport markets, including those for shipping fuel and fertilizer used for production and shipment of our products. We expect the increase of volatility in these commodity markets to be material. As a result of this increased volatility, our results and cash flows will be impacted, including increased costs for inputs used in our production and supply chain as well as affecting the affordability of our products for our customers. We continue to monitor developments with respect to the conflict in the region, including its ongoing impact on global commodity prices and shipping and logistic disruptions.

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. During the first six months of 2026, escalation of the conflict in the Middle East has resulted in significant disruption to shipping activities through the Strait of Hormuz, a critical maritime area used for global supply chain. Due to these disruptions, we incurred customer quality claims, product damages, and write-off of inventory resulting in $0.6 million of customer claims and $1.7 million of other product-related charges recognized during the first six months of 2026. Additionally, these conflicts have resulted in higher costs in certain commodity and transport markets, including those for shipping fuel and fertilizer used for production and shipment of our products. We expect the increases and volatility in these commodity markets to be material. As a result of these increases and volatility, our results and cash flows will be impacted, including increased costs for inputs used in our production and supply chain as well as affecting the affordability of our products for our customers. We continue to monitor developments with respect to the conflict in the region, including its ongoing impact on global commodity prices and shipping and logistic disruptions.

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 $272.5 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 $275.9 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 foreign jurisdiction, 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. During June 2025, we were notified of the hearing being suspended until further notice due to a pending constitutional remedy affecting a rule included in the arguments. Pursuant to local law, we registered real estate collateral with an approximate fair market value of $7.9 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 27, 2026. 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 $32.9 million, and a net book value of $4.6 million as of the quarter ended March 27, 2026. The registration of this real estate collateral does not affect our operations in the country.

Current wording

In one foreign jurisdiction, 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. During June 2025, we were notified of the hearing being suspended until further notice due to a pending constitutional remedy affecting a rule included in the arguments. Pursuant to local law, we registered real estate collateral with an approximate fair market value of $8.1 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 June 26, 2026. 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 $33.7 million, and a net book value of $4.6 million as of the quarter ended June 26, 2026. The registration of this real estate collateral does not affect our operations in the country.

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, the rules became effective for the Company for the 2025 fiscal year. We have evaluated the impact of the global minimum tax rules under Pillar Two for the current interim period. The effect of Pillar Two has been reflected in our estimated annual effective tax rate used to determine income tax expense in accordance with ASC 740 for the quarter ended March 27, 2026.

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. The Company has evaluated the impact of the global minimum tax rules under Pillar Two for the current interim period and the impact has been reflected in the Company's estimated annual effective tax rate used to determine income tax expense in accordance with ASC 740 for the quarter ended June 26, 2026.

Previous wording

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We are continuing to assess its impact on our consolidated financial statements.

Current wording

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The estimated impact of the provisions applicable in 2026 has been reflected in the Company's estimated annual effective tax rate.

Previous wording

The following summarizes the more significant factors impacting our operating results for the 13-week periods ended March 27, 2026 (also referred to as the “first quarter of 2026”) and March 28, 2025 (also referred to as the “first quarter of 2025”).

Current wording

The following summarizes the more significant factors impacting our operating results for the 13-week periods and 26-week periods ended June 26, 2026 (also referred to as the “second quarter of 2026” and "first six months of 2026", respectively) and June 27, 2025 (also referred to as the “second quarter of 2025” and "first six months of 2025").

Previous wording

Net sales - Net sales for the first quarter of 2026 were $1,044.1 million, compared with $1,098.4 million in the first quarter of 2025. The decrease was primarily driven by lower net sales in our fresh and value-added products segment, reflecting the strategic divestiture of our Mann Packing business in the fourth quarter of 2025 and lower net sales of avocados due to industry-wide oversupply, which resulted in lower per-unit selling prices. The decrease was partially offset by net sales from our acquisition of Del Monte Foods on March 19, 2026, as well as the favorable impact of fluctuations in exchange rates primarily related to the Euro.

Current wording

For the first six months of 2026, net sales were $2,263.2 million compared with $2,280.8 million for the first six months of 2025. The decrease in net sales was primarily driven by lower net sales in our fresh and value-added products segment, reflecting the sale of our Mann Packing business, lower net sales of banana driven by lower sales volume in North America and Asia, and lower net sales of avocados due to industry-wide oversupply, which resulted in lower per-unit selling prices, and the impact of tariff-related price increases in North America during the prior year period. The decrease was partially offset by net sales from our acquisition of Del Monte Foods on March 19, 2026, as well as the favorable impact of fluctuations in exchange rates primarily related to the euro.

Previous wording

Gross profit for the first quarter of 2026 was negatively impacted by $2.3 million of charges, including $0.6 million of sales claims and $1.7 million of other product-related charges, primarily due to customer quality claims, product damage, and inventory write-offs related to disruptions to shipping lanes in the Strait of Hormuz associated with geopolitical developments in the region. No other product-related charges were recorded during the first quarter of 2025.

Current wording

Gross profit for the first six months of 2026 was negatively impacted by $2.3 million of charges, including $0.6 million of sales claims and $1.7 million of other product-related charges, primarily due to customer quality claims, product damage, and inventory write-offs related to disruptions to shipping lanes in the Strait of Hormuz associated with geopolitical developments in the region. No other product-related charges were recorded during the second quarter of 2026 or first six months of 2025.

Previous wording

Selling, general and administrative expenses - Selling, general and administrative expenses for the first quarter of 2026 increased by $3.0 million compared with the first quarter of 2025. The increase was primarily driven by our acquisition of Del Monte Foods, including the addition of sales and marketing costs incurred subsequent to our March acquisition, as well as higher advertising and promotional expenses in Europe.

Current wording

Selling, general and administrative expenses - Selling, general and administrative expenses for the second quarter of 2026 increased by $21.3 million compared with the second quarter of 2025, and by $24.4 million in the first six months of 2026 when compared with the first six months of 2025. The increase in both periods was primarily driven by our acquisition of Del Monte Foods, including the addition of sales and marketing personnel as a result of our March acquisition of Del Monte Foods, partially offset by a reduction in expenses associated with our sale of our Mann Packing business during the fourth quarter of 2025 and lower professional and legal fees.

Previous wording

Gain on disposal of property, plant and equipment, net - Gain on disposal of property, plant and equipment, net for the first quarter of 2026 of $2.2 million and consisted of the sale of farmlands in Chile. 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.

Current wording

(Loss) gain on disposal of property, plant and equipment, net - The loss on disposal of property, plant and equipment, net for the second quarter of 2026, net of $0.4 million primarily consisted of a $0.6 million agreed-upon reduction in the proceeds of our Mann Packing business. For the first six months of 2026, gain on disposal of property, plant and equipment, net of $1.8 million also included a $2.2 million gain on idle land in Chile.

Previous wording

Asset impairment and other charges, net - Asset impairment and other charges, net of $20.0 million for the first quarter of 2026 primarily consisted of $16.1 million related to right-of-use assets acquired from Del Monte Foods for product lines we do not intend to operate and $3.5 million of business transaction costs, including transaction advisory fees, legal, consulting, and accounting expenses associated with our acquisition of Del Monte Foods. No asset impairment and other charges, net were recorded during the first quarter of 2025.

Current wording

Asset impairment and other charges, net - Asset impairment and other charges, net of $14.8 million for the second quarter of 2026 primarily consisted of consisted of impairment charges of $10.6 million related to our closure of four banana farms in Costa Rica, $2.9 million of acquisition-related expenditures associated with our March acquisition of Del Monte Foods, and $1.6 million in property and equipment damages resulting from the June earthquake in Venezuela. For the first six months of 2026, asset impairment and other charges, net of $34.8 million also included $16.1 million related to right-of-use assets acquired from Del Monte Foods for product lines we do not intend to operate and an additional $3.5 million of business transaction costs, including transaction advisory fees, legal, consulting, and accounting expenses associated with our acquisition of Del Monte Foods. Asset impairment and other charges, net of $0.6 million for the second quarter of 2025 and first six months of 2025, primarily consisted of impairment charges related to a leased farm in Chile.

Previous wording

Operating income -Operating income decreased by $24.8 million in the first quarter of 2026 compared with the prior-year period. The decrease was primarily driven by higher asset impairment and other charges, net, when compared to the prior-year period.

Current wording

Operating income -Operating income decreased by $34.8 million in the second quarter of 2026 and decreased by $59.6 million for the first six months of 2026 when compared with the prior-year period. The decrease was primarily driven by higher asset impairment and other charges, net, and increased selling, general, and administrative expenses when compared to the prior-year period.

Previous wording

Interest expense -Interest expense decreased by $1.2 million in the first quarter of 2026 compared with the prior-year period primarily due to lower average debt balances during the respective periods.

Current wording

Interest expense -Interest expense increased by $3.4 million in the second quarter of 2026 and $2.1 million for the first six months of 2026 when compared with the prior-year period primarily due to higher average debt balances during the respective periods as a result of the Del Monte Foods acquisition.

Previous wording

Income from equity method investments- Income from equity method investments increased by $6.6 million in the first quarter of 2026 compared to the prior-year period due to higher equity earnings of unconsolidated companies within the food and nutrition sector compared to the prior-year. The higher equity earnings were due to distributions received in excess of our carrying value at the time of liquidation of a fund in which we previously held an interest.

Current wording

Income from equity method investments- Income from equity method investments decreased by $5.9 million in the second quarter of 2026. The decrease was primarily due to the liquidation of a fund in which we previously held an interest during the first quarter of 2026. For the first six months of 2026, income from equity method investments increased by $0.7 million when compared to the prior-year period, primarily distributions received in excess of our carrying value at the time of liquidation of aforementioned fund in which we previously held an interest.

Previous wording

Other expense, net -Other expense, net for the first quarter of 2026 was $6.3 million compared with $2.8 million in the first quarter of 2025. The increase for the first quarter of 2026 was primarily due to higher foreign currency losses as compared to the prior-year period, primarily related to changes in the Costa Rican colon and Japanese yen.

Current wording

Other expense, net -Other expense, net for the second quarter of 2026 was $1.4 million compared with $1.6 million in the second quarter of 2025. The decrease was primarily due to an increase in non-product income, including collection of value-added tax balances previously allowed for, as compared to the prior-year period. For the first six months of 2026, other expense, net was $7.8 million compared with $4.4 million for the first six months of 2025. The increase for the first six months of 2026 was primarily due to higher foreign currency losses as compared to the prior-year period, primarily related to changes in the Costa Rican colon and Japanese yen.

Previous wording

Income tax provision - Income tax provision increased to $7.8 million for the first quarter of 2026 compared with $6.9 million for the first quarter of 2025. The increase is primarily due to increased earnings in certain higher tax jurisdictions. In addition, the increase also reflects the impact of the implementation of global minimum tax rules under Pillar Two.

Current wording

Income tax provision - Income tax provision decreased to $6.1 million for the second quarter of 2026 compared with $14.1 million for the second quarter of 2025 and decreased to $13.8 million for the first six months of 2026 compared with $21.0 million for the first six months of 2025. The decrease is primarily due to lower earnings in certain higher tax jurisdictions.

Previous wording

First Quarter of 2026 Compared with First Quarter of 2025

Current wording

First Six Months of 2026 Compared with First Six Months of 2025

Previous wording

Net sales for the first quarter of 2026 were $549.0 million, compared with $612.3 million in the prior-year period. The decrease in net sales was primarily a result of strategic reductions in our fresh and fresh-cut vegetables business, including the divestiture of our Mann Packing business during the fourth quarter of 2025, and lower per-unit selling prices of avocado due to industry-wide over supply. These decreases were partially offset by higher net sales of pineapples due to higher per-unit selling prices and the favorable impact of fluctuations in exchange rates primarily related to the euro.

Current wording

Net sales for the first six months of 2026 were $1,118.2 million, compared with $1,262.1 million in the prior-year period. The decrease in net sales was primarily a result of strategic reductions in our fresh and fresh-cut vegetables business, including the divestiture of our Mann Packing business during the fourth quarter of 2025 and lower per-unit selling prices of avocado due to industry-wide over supply, partially offset by higher net sales of melons due to increased demand in North America. Additionally, the prior-year period reflects the impact of tariff-related price increases in North America which did not recur during the current period.

Previous wording

Gross profit for the first quarter of 2026 was $59.8 million, compared with $59.0 million in the prior-year period. The increase in gross profit was primarily driven by our fourth quarter 2025 divestiture of our Mann Packing business, which generated negative gross profit in the prior-year period, and higher per-unit selling prices of pineapples. The increase was partially offset by lower net sales, higher per-unit production costs of melons, and weather related incidents in North America that negatively impacted sales volumes of fresh-cut fruit and contributed to lower per-unit selling prices in its melon product line during the quarter.

Current wording

Gross profit for the first six months of 2026 was $122.7 million, compared with $134.1 million in the prior-year period. The decrease in gross profit was primarily driven lower net sales, higher per-unit production costs of pineapples and fresh-cut fruit, higher distribution and ocean freight costs, and the unfavorable impact of fluctuations in exchange rates primarily related to the Costa Rican colon and Mexican peso. The decrease was partially offset by our fourth quarter 2025 divestiture of our Mann Packing business, which generated negative gross profit in the prior-year period.

Previous wording

Gross profit for the first quarter of 2026 was negatively impacted by $0.8 million of charges, including $0.1 million of sales claims and $0.7 million of other product-related charges, primarily due to customer quality claims, product damages and write-off of inventory related to disruptions to shipping lanes in the Strait of Hormuz associated with geopolitical developments in the region. No other product-related charges were recorded during the first quarter of 2025. Gross margin increased to 10.9% from 9.6% in the prior-year period.

Current wording

Gross profit for the first six months of 2026 was negatively impacted by $0.8 million of charges, including $0.1 million of sales claims and $0.7 million of other product-related charges, primarily due to customer quality claims, product damages and write-off of inventory related to disruptions to shipping lanes in the Strait of Hormuz associated with geopolitical developments in the region. . Gross margin increased to 11.0% from 10.6% in the prior-year period.

Previous wording

Net sales for the first quarter of 2026 were $357.1 million, compared with $363.8 million in the prior-year period. The decrease in net sales was primarily a result of lower sales volume in Asia due to lower supply, including the impact of supplier changes in the quarter, and in North America due to weak market demand and the impact of adverse weather. The decrease in net sales was partially offset by higher per-unit selling prices across all of the Company's regions, and the favorable impact of fluctuations in exchange rates, primarily related to the euro.

Current wording

Net sales for the first six months of 2026 were $718.3 million, compared with $773.7 million in the prior-year period. The decrease in net sales was primarily a result of lower sales volume in North America due to weak market demand and competitive market conditions and in Asia and the Middle East due to lower supply, including the impact of a supplier change during the first quarter of 2026. The decrease in net sales was partially offset by the favorable impact of fluctuations in exchange rates, primarily related to the euro. Additionally, the prior-year period reflects the impact of tariff-related price increases in North America which did not recur during the current period.

Previous wording

Gross profit for the first quarter of 2026 was negatively impacted by $1.5 million of charges, including $0.5 million of sales claims and $1.0 million of other product-related charges, primarily due to customer quality claims, product damage, and inventory write-offs related to disruptions to shipping lanes in the Strait of Hormuz associated with geopolitical developments in the region. No other product-related charges were recorded during the first quarter of 2025. Gross margin was 4.6%, consistent with 4.6% in the prior-year period.

Current wording

Gross profit for the first six months of 2026 was negatively impacted by $1.5 million of charges, including $0.5 million of sales claims and $1.0 million of other product-related charges, primarily due to customer quality claims, product damage, and inventory write-offs related to disruptions to shipping lanes in the Strait of Hormuz associated with geopolitical developments in the region. No other product-related charges were recorded during the second quarter of 2025. Gross margin decreased to 3.5% from 6.0% in the prior-year period.

Previous wording

Net sales for the first quarter of 2026 were $82.5 million, compared with $70.9 million in the prior-year period. The increase in net sales was primarily driven by our acquisition of Del Monte Foods in March 2026 and was partially offset by lower net sales in Europe due to a lower availability of fruit inputs, including pineapple, used in canned pineapple.

Current wording

Net sales for the first six months of 2026 were $318.6 million, compared with $143.6 million in the prior-year period. The increase in net sales was primarily driven by our acquisition of Del Monte Foods in March 2026, partially offset by lower net sales in Europe and the Middle East due to a lower availability of fruit inputs, including pineapple, used in canned pineapple and concentrate.

Previous wording

Net sales for the first quarter of 2026 were $55.5 million, compared with $51.4 million in the prior-year period. The increase in net sales was the result of higher net sales of our third-party freight services business, and was partially offset by lower net sales in our poultry and meats business due to lower per-unit selling prices.

Current wording

Net sales for the first six months of 2026 were $108.1 million, compared with $101.4 million in the prior-year period. The increase in net sales was primarily the result of higher net sales of our third-party freight services business, partially offset by lower net sales in our poultry and meats business due to per-unit selling prices.

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 March 27, 2026, 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 $336 million and (iii) existing cash and cash equivalents of $66.3 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

Del Monte Corporation 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 26, 2026, our principal sources of liquidity were (i) cash generated from operations of our subsidiaries, (ii) our combined $803 million of credit facilities, including $750 million associated with our amended senior unsecured revolving credit facility, with an available capacity of approximately $369 million and (iii) existing cash and cash equivalents of $36.1 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 quarter of 2026, we repurchased 100,000 shares for $4.0 million under the Stock Repurchase Program. As of March 27, 2026, the maximum dollar value of shares yet to be repurchased under the Stock Repurchase Program was $116,156,420. 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 six months of 2026, we repurchased 565,213 shares for $20.0 million under the Stock Repurchase Program. As of June 26, 2026, the maximum dollar value of shares yet to be repurchased under the Stock Repurchase Program was $100,150,342. 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 $44.1 million for the quarter ended March 27, 2026 compared with $46.1 million for the quarter ended March 28, 2025, a decrease of $2.0 million. The primary driver of cash flows in both years was net earnings, with the decrease in net cash provided by operating activities during the quarter ended March 27, 2026, being primarily attributable to the lower net income. The decrease was partially offset by the change in non-cash items including higher asset impairments and the effect of working capital fluctuations, mainly due to lower levels of inventory and higher levels of trade receivables due to the timing of period-end receipts.

Current wording

Net cash provided by operating activities was $94.0 million for the six months ended June 26, 2026 compared with $159.2 million for the six months ended June 27, 2025, a decrease of $65.2 million. The primary driver of cash flows in both years was net earnings, with the decrease in net cash provided by operating activities during the six months ended June 26, 2026, being primarily attributable to the lower net income, and the effect of working capital fluctuations, mainly due to higher levels of trade receivables and fluctuations in inventory due to the timing of period-end receipts and our acquisition of Del Monte Foods. The decrease was partially offset by the change in non-cash items, including higher asset impairments.

Previous wording

At March 27, 2026, we had working capital of $789.0 million, compared with $611.5 million at December 26, 2025, an increase of $177.5 million. The increase in working capital was primarily due to higher levels of inventory and trade accounts receivable, partially offset by higher levels of accounts payable and accrued expenses. The changes in working capital during the period were primarily due to our March acquisition of select assets of Del Monte Foods which was funded primarily with long-term debt.

Current wording

At June 26, 2026, we had working capital of $742.9 million, compared with $611.5 million at December 26, 2025, an increase of $131.4 million. The increase in working capital was primarily due to higher levels of inventory and trade accounts receivable, partially offset by higher levels of accounts payable and accrued expenses. The changes in working capital during the period were primarily due to our March acquisition of select assets of Del Monte Foods which was funded primarily with long-term debt from our existing credit facilities.

Previous wording

Net cash used in investing activities for the quarter ended March 27, 2026 was $282.2 million, compared with net cash used in investing activities of $8.8 million for the quarter ended March 28, 2025. Net cash used in investing activities for the quarter ended March 27, 2026 primarily consisted of our acquisition of select assets of Del Monte Foods, net of cash, for $307.7 million, capital expenditures of $14.4 million which mainly included expenditures related to (i) improvements to our banana and pineapple operations in Central America and (ii) improvements to our pineapple operations in Kenya. Net cash used in investing activities for the quarter ended March 27, 2026 also included $2.5 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 quarter ended March 27, 2026 were distributions received of $29.6 million due to the liquidation of an unconsolidated investment and proceeds from the distribution and the sale of property, plant and equipment of $12.8 million which primarily relate to the sale of a carrier vessel, two idle properties in Chile, and idle land in Guatemala.

Current wording

Net cash used in investing activities for the six months ended June 26, 2026 was $305.7 million, compared with net cash used in investing activities of $24.4 million for the six months ended June 27, 2025. Net cash used in investing activities for the six months ended June 26, 2026 primarily consisted of our acquisition of select assets of Del Monte Foods, net of cash, for $307.7 million, capital expenditures of $40.2 million which mainly included expenditures related to (i) improvements to our banana and pineapple operations in Central America and (ii) an additional warehouse for our prepared foods business in North America subsequent to our acquisition of Del Monte Foods during the first quarter. Net cash used in investing activities for the six months ended June 26, 2026 also included $7.0 million in investments in unconsolidated companies in the food, nutrition and health 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 26, 2026 were distributions received of $29.6 million due to the liquidation of an unconsolidated investment and proceeds from the distribution during the first quarter of 2026 and the sale of property, plant and equipment of $19.6 million which primarily relate to the sale of a carrier vessel, two idle properties in Chile, idle land in Guatemala and cash collected during the period related to our 2025 sale of our Mann Packing business.

Previous wording

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 wording

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 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 expenditures related to investments in our operations and production facilities in North America and 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. Net cash used in investing activities for the quarter ended March 28, 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 quarter ended March 28, 2025 were proceeds from the sale of property, plant and equipment, and subsidiary of $3.5 million which mainly related to the sale of idle land in Guatemala.

Previous wording

Net cash provided by financing activities for the quarter ended March 27, 2026 was $244.7 million, compared with net cash used in financing activities of $34.5 million for the quarter ended March 28, 2025. Net cash provided by financing activities for the quarter ended March 27, 2026 primarily consisted of net borrowings of debt of $265.0 million partially offset by dividends paid of $14.2 million and the repurchase and retirement of ordinary shares of $4.0 million as part of our previously announced stock repurchase program.

Current wording

Net cash provided by financing activities for the six months ended June 26, 2026 was $188.7 million, compared with net cash used in financing activities of $81.2 million for the six months ended June 27, 2025. Net cash provided by financing activities for the six months ended June 26, 2026 primarily consisted of net borrowings of debt of $241.6 million partially offset by dividends paid of $28.5 million and the repurchase and retirement of ordinary shares of $20.1 million as part of our previously announced stock repurchase program.

Previous wording

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.

Current wording

Net cash used in financing activities for the six months ended June 27, 2025 primarily consisted of dividends paid of $28.8 million, net repayments on debt of $43.1 million and the repurchase and retirement of ordinary shares of $7.6 million.

Previous wording

On February 21, 2024, we entered into Amendment No. 2 to the Second Amended and Restated Credit Agreement (the "2024 Amended Credit Facility") with Bank of America, N.A. as administrative agent and BofA Securities, Inc. as sole lead arranger and sole bookrunner and certain other lenders. The 2024 Amended Credit Facility provides for a five-year, $0.75 billion syndicated senior unsecured revolving credit facility maturing on February 21, 2029. Amounts borrowed under the revolving credit facility accrue interest at a rate equal to the Term SOFR rate plus a margin that ranges from 1.0% to 1.625% based on our Consolidated Leverage Ratio (as defined in the 2024 Amended Credit Facility). The 2024 Amended Credit Facility also permits, under certain conditions, $200 million of Permitted Receivables Financing (as defined in the 2024 Amended Credit Facility). In addition, we pay a fee on unused commitments at a rate equal to 0.150% to 0.250% based on our Consolidated Leverage Ratio. We intend to use funds borrowed under the Amended Revolving Credit Facility from time to time for general corporate purposes, working capital, capital expenditures and other permitted investment opportunities.

Current wording

On February 21, 2024, we entered into Amendment No. 2 to the Second Amended and Restated Credit Agreement (the "2024 Amended Credit Facility") with Bank of America, N.A. as administrative agent and BofA Securities, Inc. as sole lead arranger and sole bookrunner and certain other lenders. On July 15, 2026, we entered into Amendment No. 3 to the Second Amended and Restated Credit Agreement (the "Third Amendment"") with Bank of America, N.A. as administrative agent and certain other lenders. The Third Amendment amended the 2024 Credit Facility to, among other things, increase commitments available under the 2024 Credit Facility from $0.75 billion to $0.90 billion and amended and restated the definition of the Term SOFR rate to remove to the ten basis point adjustment to SOFR as included in the 2024 Amended Credit Facility. As amended, the 2024 Amended Credit Facility provides for a five-year, $0.90 billion syndicated senior unsecured revolving credit facility maturing on February 21, 2029. Amounts borrowed under the revolving credit facility accrue interest at a rate equal to the Term SOFR rate plus a margin that ranges from 1.0% to 1.625% based on our Consolidated Leverage Ratio (as defined in the 2024 Amended Credit Facility). The 2024 Amended Credit Facility also permits, under certain conditions, $200 million of Permitted Receivables Financing (as defined in the 2024 Amended Credit Facility). In addition, we pay a fee on unused commitments at a rate equal to 0.150% to 0.250% based on our Consolidated Leverage Ratio. We intend to use funds borrowed under the Amended Revolving Credit Facility from time to time for general corporate purposes, working capital, capital expenditures and other permitted investment opportunities.

Previous wording

The 2024 Amended Credit Facility contains similar financial covenants to those included within the Second A&R Credit Agreement. Specifically, it requires us to maintain 1) a Consolidated Leverage Ratio of not more than 3.75 to 1.00 at any time during any period of four consecutive fiscal quarters, subject to certain exceptions and 2) minimum Consolidated Interest Coverage Ratio of not less than 2.25 to 1.00 as of the end of any fiscal quarter. As a result of our March 19, 2026 acquisition of select assets of Del Monte Foods meeting the definition of a Permitted Acquisition as defined in the 2024 Amended Credit Facility, the Consolidated Leverage Ratio required to be maintained was increased to not exceed 4.25 to 1.00 as of the end of the quarter ended March 27, 2026 and will remain at that level for the succeeding three fiscal quarters.

Current wording

The 2024 Amended Credit Facility financial covenants requires us to maintain 1) a Consolidated Leverage Ratio of not more than 3.75 to 1.00 at any time during any period of four consecutive fiscal quarters, subject to certain exceptions and 2) minimum Consolidated Interest Coverage Ratio of not less than 2.25 to 1.00 as of the end of any fiscal quarter. As a result of our March 19, 2026 acquisition of select assets of Del Monte Foods meeting the definition of a Permitted Acquisition as defined in the 2024 Amended Credit Facility, the Consolidated Leverage Ratio required to be maintained was increased to not exceed 4.25 to 1.00 as of the end of the quarter ended June 26, 2026 and will remain at that level for the succeeding three fiscal quarters from the date of the acquisition.

Previous wording

As of March 27, 2026, we had $336.3 million unused borrowing capacity, net of letters of credit and guarantees, primarily under the 2024 Amended Credit Facility.

Current wording

As of June 26, 2026, we had $369.0 million unused borrowing capacity, net of letters of credit and guarantees, primarily under the 2024 Amended Credit Facility.

Previous wording

We believe that our cash on hand, borrowing capacity available under our 2024 Amended Credit Facility, and cash flows from operations for the next twelve months will be sufficient to meet our cash requirements and service our outstanding debt during the next twelve months. However, we cannot predict whether future developments associated with the current economic environment will materially adversely affect our long-term liquidity position. Our liquidity assumptions, the adequacy of our available funding sources, and our ability to meet our 2024 Amended Credit Facility covenants are dependent on many additional factors, including those set forth in “Item 1A. Risk Factors” of our Form 10-K for the year ended December 26, 2025.

Current wording

We believe that our cash on hand, borrowing capacity available under our 2024 Amended Credit Facility as amended by the Third Amendment, and cash flows from operations for the next twelve months will be sufficient to meet our cash requirements and service our outstanding debt during the next twelve months. However, we cannot predict whether future developments associated with the current economic environment will materially adversely affect our long-term liquidity position. Our liquidity assumptions, the adequacy of our available funding sources, and our ability to meet our 2024 Amended Credit Facility covenants are dependent on many additional factors, including those set forth in “Item 1A. Risk Factors” of our Form 10-K for the year ended December 26, 2025.

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 26, 2025. There were no material changes to these critical accounting policies or estimates during the first quarter of 2026.

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 26, 2025. There were no material changes to these critical accounting policies or estimates during the second quarter of 2026.

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 asset position of $7.9 million as of March 27, 2026 compared to a net liability position of $1.0 million as of December 26, 2025 due to the relative strengthening of exchange rates when compared to contracted rates, primarily related our Euro forward contracts, during the three months ended March 27, 2026.

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 asset position of $9.6 million as of June 26, 2026 compared to a net liability position of $1.0 million as of December 26, 2025 due to the relative strengthening of exchange rates when compared to contracted rates, primarily related our Euro forward contracts, during the six months ended June 26, 2026.

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 March 27, 2026, $2.4 million remained in accumulated other comprehensive loss related to the terminated interest rate swap, of which $1.1 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 June 26, 2026, $2.1 million remained in accumulated other comprehensive loss related to the terminated interest rate swap, of which $1.0 million is expected to be reclassified to earnings through interest expense over the next twelve months.