DEL MONTE CORP

Previous wording

We are one of the world’s leading vertically integrated producers, marketers and distributors of high-quality fresh and fresh-cut fruit and vegetables, as well as a leading producer and marketer of prepared fruit and vegetables, juices, beverages and snacks in Europe, Africa and the Middle East. We market our products worldwide under the Del Monte® brand, a symbol of product innovation, quality, freshness and reliability since 1892. Our major sales markets are organized as follows: North America, Europe, the Middle East (which includes North Africa) and Asia. Our global sourcing and logistics system allows us to provide regular delivery of consistently high-quality produce and value-added services to our customers. Our major production operations are located in North, Central and South America, Asia and Africa.

Current wording

We are one of the world’s leading vertically integrated producers, marketers and distributors of high-quality fresh and fresh-cut fruit and vegetables, as well as a leading producer and marketer of prepared fruit and vegetables, juices, beverages and snacks in North America, Europe, Africa and the Middle East. We market our products worldwide under the Del Monte® brand, a symbol of product innovation, quality, freshness and reliability since 1892. Our major sales markets are organized as follows: North America, Europe, the Middle East (which includes North Africa) and Asia. Our global sourcing and logistics system allows us to provide regular delivery of consistently high-quality produce and value-added services to our customers. Our major production operations are located in North, Central and South America, Asia and Africa.

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, 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.

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, and prepared foods and one that represents our other ancillary businesses. The business and assets acquired as part of our acquisition of Del Monte Foods are 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 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.

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 nine months of 2026, escalation of the conflict in the Middle East has resulted in higher costs and lower availability in certain commodity and transport markets, including those for shipping fuel, diesel fuel and fertilizer used for production and shipment of our products. Additionally, the conflict 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 nine months of 2026. As a result of these increases and ongoing volatility, our results and cash flows have and continue to be impacted, including increased costs for inputs used in our production and supply chain in addition to affecting the affordability of our products for our customers. We expect these increases and the resulting volatility in commodity markets to be material, however significant uncertainty exists regarding the duration of these conflicts and their impact on commodity markets. 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

During 2025, the U.S. government 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 exempt imports that are compliant with the United States-Mexico-Canada ("USMCA") trading agreement, which includes a wide range of fresh fruit and vegetables. On November 14, 2025, President Trump issued an executive order removing tariffs on various agricultural products, including certain imported fruits such as bananas and pineapples, reducing our exposure to tariff charges compared to earlier in the year. 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 outside the United States. While we were able to mostly mitigate additional costs related to tariff charges placed on products sold into the United States during 2025 and the first quarter of 2026, 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 impact consumer demand, we expect the impact for the remainder of 2026 to be material.

Current wording

U.S. tariff policies continue to evolve and significant uncertainty remains in regard to changes in future policy, including the duration of any existing or newly announced tariffs, changes to the countries included in the scope of tariffs in the future, changes to amounts, potential retaliatory tariffs imposed by other countries, court rulings and other variables. While we were able to mostly mitigate additional costs related to tariff charges placed on products sold into the United States during 2025 and the first quarter of 2026, 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 impact consumer demand, we expect the impact for the remainder of 2026 to be material.

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 $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.

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 $282.6 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 $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.

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. During the quarter ended September 25, 2026, constitutional remedy was resolved and a hearing was scheduled for May 7, 2027. 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 September 25, 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 $33.8 million, and a net book value of $4.6 million as of the quarter ended September 25, 2026. The registration of this real estate collateral does not affect our operations in the country.

Previous wording

In the third foreign jurisdiction, we received tax assessments related to the 2018-2021 audit years. We filed objections contesting these assessments and subsequently initiated appeals. On January 16, 2026, the Company received an unfavorable decision related to the appeals. On February 9, 2026, we filed an action to pursue further appeal through the applicable appellate forum. The case remains pending.

Current wording

In the third foreign jurisdiction, we received tax assessments related to the 2018-2021 audit years. We filed objections contesting these assessments and subsequently initiated appeals. On January 16, 2026, the Company received an unfavorable decision related to the appeals. On February 9, 2026, we filed an action to pursue further appeal through the applicable appellate forum. The case remains pending. In addition, on October 16, 2026, the Company received an unfavorable ruling related to the withholding tax associated with these assessments and intends to appeal the decision.

Previous wording

We will continue to vigorously contest the adjustments and intend to exhaust all administrative and judicial remedies necessary in both jurisdictions to resolve the matters, which could be a lengthy process.

Current wording

We will continue to vigorously contest the adjustments and intend to exhaust all administrative and judicial remedies necessary in each of these jurisdictions to resolve the matters, which could be a lengthy process.

Previous wording

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

Current wording

We regularly assess the likelihood of adverse outcomes resulting from examinations such as these to determine the adequacy of our tax reserves. There can be no assurance that these matters will be resolved in our favor, and an adverse outcome of any of these matters, or any future tax examinations involving similar assertions, could have a material effect on our financial condition, results of operations and cash flows.

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. 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.

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. The effect of Pillar Two has been reflected in the Company's estimated annual effective tax rate used to determine the income tax expense in accordance with ASC 740 for the quarter ended September 25, 2026.

Previous 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").

Current wording

The following summarizes the more significant factors impacting our operating results for the 13-week periods and 39-week periods ended September 25, 2026 (also referred to as the “third quarter of 2026” and "first nine months of 2026", respectively) and September 26, 2025 (also referred to as the “third quarter of 2025” and "first nine months of 2025").

Previous wording

Net sales - Net sales for the second quarter of 2026 were $1,219.1 million, compared with $1,182.5 million in the second quarter of 2025. The increase in net sales was primarily driven higher net sales in our prepared foods products segment due to our acquisition of Del Monte Foods on March 19, 2026, partially offset by lower net sales in our fresh and value-added products segment, primarily reflecting the strategic divestiture of our Mann Packing business in the fourth quarter of 2025, lower net sales of banana driven by lower sales volume in North America and Asia, and the impact of the prior-year period reflecting the benefit of tariff-related price increases in North America that did not recur during the current period.

Current wording

Net sales - Net sales for the third quarter of 2026 were $1,095.3 million, compared with $1,021.9 million in the third quarter of 2025. The increase in net sales was primarily driven by higher net sales in our prepared foods products segment due to our acquisition of Del Monte Foods during the first quarter of 2026, partially offset by lower net sales in our fresh and value-added products segment, primarily reflecting the strategic divestiture of our Mann Packing business in the fourth quarter of 2025, lower net sales of banana, avocados, and fresh cut fruit driven by lower sales volume, and the unfavorable impact of tariffs, including reductions in net sales for estimated customer tariff refunds in the current quarter and tariff-related price increases in North America in the prior-year period that did not recur.

Previous 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.

Current wording

For the first nine months of 2026, net sales were $3,358.5 million compared with $3,302.8 million for the first nine months of 2025. The increase in net sales was primarily driven by higher net sales in our prepared foods products segment due to our acquisition of Del Monte Foods during the first quarter of 2026, partially offset by lower net sales in our fresh and value-added products segment, primarily reflecting the sale of our Mann Packing business, lower net sales of banana driven by lower sales volume in North America, Asia and the Middle East, lower net sales of avocados due to industry-wide oversupply resulting in lower per-unit selling prices, and the impact of tariff-related price increases in North America during the prior year period.

Previous wording

Gross profit -Gross profit for the second quarter of 2026 was $121.3 million, compared with $120.1 million in the second quarter of 2025. The increase in gross profit was primarily driven by higher net sales, partially offset by higher per unit production and procurement costs in our banana and fresh and value-added products segments, higher ocean freight and distribution costs, and the unfavorable impact of fluctuations in exchange rates related to the Costa Rican colon.

Current wording

Gross profit -Gross profit for the third quarter of 2026 was $102.6 million, compared with $80.8 million in the third quarter of 2025. The increase in gross profit was primarily driven by higher net sales, partially offset by higher per unit production and procurement costs in our fresh and value-added products and banana segments, higher ocean freight and distribution costs, and the unfavorable impact of fluctuations in exchange rates related to the Costa Rican colon, including approximately $6.8 million of adverse foreign currency impact for the third quarter of 2026 .

Previous wording

For the first six months of 2026, gross profit was $210.3 million compared with $212.2 million for the first six months of 2025. The decrease in gross profit was primarily driven the lower net sales, higher per unit production and procurement costs in our banana and fresh and value-added products segment and higher distribution costs, partially offset the acquisition of Del Monte Foods.

Current wording

For the first nine months of 2026, gross profit was $312.9 million compared with $293.1 million for the first nine months of 2025. The increase in gross profit was primarily driven by higher net sales, partially offset by higher per unit production and procurement costs in our banana and fresh and value-added products segment, higher distribution costs, and the unfavorable impact of fluctuations in exchange rates, primarily related to the Costa Rican colon.

Previous 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.

Current wording

Gross profit for the first nine 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 third quarter of 2026.

Previous 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.

Current wording

Selling, general and administrative expenses - Selling, general and administrative expenses for the third quarter of 2026 increased by $15.1 million compared with the third quarter of 2025, and by $39.4 million in the first nine months of 2026 when compared with the first nine 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.

Previous 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.

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 2026, was a gain of $2.5 million and primarily consisted of a $2.2 million gain related to proceeds received from the grant of a utility easement on farmland in Chile. For the first nine months of 2026, gain on disposal of property, plant and equipment, net of $4.3 million also included a $2.2 million gain on idle land in Chile.

Previous wording

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 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 an 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

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.

Current wording

Asset impairment and other charges, net - Asset impairment and other charges, net of $8.8 million for the third quarter of 2026 primarily consisted of $6.3 million of impairment charges related to the change in expected use and recoverability of property and equipment impacted by the prior quarter closure of four banana farms in Costa Rica, and $2.4 million of acquisition related expenditures associated with our prior acquisition of Del Monte Foods, including write-off of discontinued inventory and severance charges related to reorganization of its operations in Mexico and transition employees. For the first nine months of 2026, asset impairment and other charges, net of $43.6 million also included $16.1 million of impairment charges related to right-of-use assets acquired from Del Monte Foods for product lines we do not intend to operate, $10.6 million of additional impairment charges related to the closure of four banana farms in Costa Rica, $6.4 million of transaction costs and acquisition-related expenditures associated with our acquisition of Del Monte Foods and $1.6 million in property damage in Venezuela related to a June earthquake.

Previous 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.

Current wording

Operating income -Operating income increased by $50.9 million in the third quarter of 2026 and decreased by $8.7 million for the first nine months of 2026 when compared with the prior-year period. The increase in the third quarter of 2026 was primarily driven by higher gross profit and lower asset impairment and other charges, net, partially offset by increased selling, general, and administrative expenses when compared to the prior-year period. The decrease for the first nine months of 2026 was primarily driven by higher selling, general and administrative expenses, partially offset by higher gross profit and lower asset impairment and other charges, net.

Previous 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.

Current wording

Interest expense -Interest expense increased by $3.9 million in the third quarter of 2026 and $6.1 million for the first nine 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 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.

Current wording

Income from equity method investments- Income from equity method investments decreased by $0.7 million in the third 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 nine months of 2026, income from equity method investments was in line with the prior-year period.

Previous 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.

Current wording

Other (income) expense, net -Other (income) expense, net for the third quarter of 2026 was $0.6 million compared with $3.4 million for the third quarter of 2025. For the first nine months of 2026, other (income) expense, net was expense of $7.2 million compared with expense of $7.8 million for the first nine months of 2025. The change in both periods was primarily due to foreign currency gains in the current year period compared to foreign currency losses in the prior year period, primarily related to changes in the Costa Rican colon, British pound, and Japanese yen.

Previous 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.

Current wording

Income tax provision - Income tax provision increased to $7.1 million for the third quarter of 2026 compared with $4.2 million for the third quarter of 2025. The increase is primarily due to higher earnings in certain tax jurisdictions combined with the effect of an adjustment related to uncertain tax positions. For the first nine months of 2026, the income tax provision decreased to $20.9 million compared with $25.2 million for the first nine months of 2025. The decrease is primarily due to decreased earnings in certain tax jurisdictions partially offset by the effect of an adjustment related to uncertain tax positions.

Previous wording

Net sales for the second quarter of 2026 were $569.3 million, compared with $649.9 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, lower per-unit selling prices of avocado due to industry-wide over supply, and lower sales volume of deciduous fruit due to lower production volumes. Additionally, the prior-year period reflects the impact of tariff-related price increases in North America which did not recur during the current period.

Current wording

Net sales for the third quarter of 2026 were $461.3 million, compared with $549.0 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 sales volume of avocado due to lower procurement volumes, and the unfavorable impact of tariffs, including reductions in net sales for accruals of estimated customer tariff refunds in the current quarter and tariff-related price increases in North America in the prior-year period that did not recur.

Previous wording

Gross profit for the second quarter of 2026 was $62.9 million, compared with $75.2 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 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. Gross margin decreased to 11.0% from 11.6% in the prior-year period.

Current wording

Gross profit for the third quarter of 2026 was $50.5 million, compared with $64.3 million in the prior-year period. The decrease in gross profit was primarily driven by lower net sales, higher per-unit production costs of pineapples and fresh-cut fruit, higher distribution 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. Gross margin decreased to 10.9% from 11.7% in the prior-year period.

Previous wording

Net sales for the second quarter of 2026 were $361.1 million, compared with $410.0 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 increased market competition, in Asia due to lower production, and in the Middle East due to lower supply and the impact of geopolitical conflicts in the region. Additionally, the prior-year period reflects the impact of tariff-related price increases in North America which did not recur during the current period.

Current wording

Net sales for the third quarter of 2026 were $313.3 million, compared with $358.0 million in the prior-year period. The decrease in net sales was primarily a result of lower sales volume in North America due to increased market competition and in the Middle East due to lower supply and the impact of geopolitical conflicts in the region, as well as the unfavorable impact of tariffs, including reductions in net sales for accruals of estimated customer tariff refunds in the current quarter and tariff-related price increases in North America in the prior-year period that did not recur. The decrease was partially offset by higher per unit selling prices of bananas in North America.

Previous wording

Net sales for the second quarter of 2026 were $236.1 million, compared with $72.7 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 North America and the Middle East due to a lower availability of fruit inputs, including pineapple, used in concentrate and canned pineapple.

Current wording

Net sales for the third quarter of 2026 were $261.2 million, compared with $61.5 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 North America due to a lower availability of fruit inputs, including pineapple, used in concentrate.

Previous wording

Gross profit for the second quarter of 2026 was $44.6 million, compared with $9.7 million in the prior-year period. The increase in gross profit was primarily driven by higher net sales, including our acquisition of Del Monte Foods during the first quarter of 2026, partially offset by higher per-unit production and distribution costs. Gross margin increased to 18.9% from 13.3% in the prior-year period.

Current wording

Gross profit for the third quarter of 2026 was $45.8 million, compared with $4.0 million in the prior-year period. The increase in gross profit was primarily driven by higher net sales, including our acquisition of Del Monte Foods during the first quarter of 2026, partially offset by higher distribution costs. Gross margin increased to 17.5% from 6.5% in the prior-year period.

Previous wording

Net sales for the second quarter of 2026 were $52.6 million, compared with $49.9 million in the prior-year period. The increase in net sales was primarily the result of higher net sales in our poultry and meats business due to higher production volumes.

Current wording

Net sales for the third quarter of 2026 were $59.5 million, compared with $53.4 million in the prior-year period. The increase in net sales was primarily the result of higher net sales in our third-party freight services business due to higher volume and shipping rates and poultry and meats business due to higher production volumes, partially offset by lower net sales in our specialty ingredients business due to lower production volumes.

Previous 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.

Current wording

Net sales for the first nine months of 2026 were $1,579.5 million, compared with $1,811.1 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 decrease reflects the effect of tariffs on the segment, including reductions in net sales for accruals of estimated customer tariff refunds in the current quarter and tariff-related price increases in North America in the prior-year period that did not recur.

Previous 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.

Current wording

Gross profit for the first nine months of 2026 was $173.2 million, compared with $198.4 million in the prior-year period. The decrease in gross profit was primarily driven by lower net sales, higher per-unit production and procurement 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 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.

Current wording

Gross profit for the first nine 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 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 margin of 11.0% was in line with 11.0% in the prior-year period.

Previous 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.

Current wording

Net sales for the first nine months of 2026 were $1,031.6 million, compared with $1,131.7 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 six months of 2026 was $24.9 million, compared with $46.8 million in the prior-year period. The decrease in gross profit was primarily driven by lower net sales, higher per-unit production and procurement costs, higher ocean freight costs and the unfavorable impact of fluctuations in exchange rates related to the Costa Rican colon.

Current wording

Gross profit for the first nine months of 2026 was $22.2 million, compared with $51.4 million in the prior-year period. The decrease in gross profit was primarily driven by lower net sales, higher per-unit production and procurement costs, higher ocean freight costs and the unfavorable impact of fluctuations in exchange rates related to the Costa Rican colon.

Previous 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.

Current wording

Gross profit for the first nine 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. Gross profit for the first nine months of 2025 included $0.4 million of other product-related credits as a result of insurance recoveries related to damages incurred during Hurricane Beryl in July 2024. Gross margin decreased to 2.2% from 4.5% in the prior-year period.

Previous 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.

Current wording

Net sales for the first nine months of 2026 were $579.8 million, compared with $205.1 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 North America and the Middle East due to a lower availability of fruit inputs, including pineapple, used in canned pineapple and concentrate.

Previous wording

Gross profit for the first six months of 2026 was $53.5 million, compared with $20.0 million in the prior-year period. The increase in gross profit was primarily driven by higher net sales, including our acquisition of Del Monte Foods during the first quarter of 2026, partially offset by higher per-unit production and distribution costs. Gross margin increased to 16.8% from 13.9% in the prior-year period.

Current wording

Gross profit for the first nine months of 2026 was $99.3 million, compared with $24.0 million in the prior-year period. The increase in gross profit was primarily driven by higher net sales, including our acquisition of Del Monte Foods during the first quarter of 2026, partially offset by higher per-unit production and distribution costs. Gross margin increased to 17.1% from 11.7% in the prior-year period.

Previous 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.

Current wording

Net sales for the first nine months of 2026 were $167.6 million, compared with $154.9 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.