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OFFON

FRESH DEL MONTE PRODUCE INC.

(FDP)
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FRESH DEL MONTE PRODUCE INC Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

11/03/2021 | 02:44pm EST

Overview


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 (which includes Kenya), 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 producing
operations are located in North, Central and South America, Asia and Africa.

Our business is comprised of three reportable segments, two of which represent
our primary businesses of fresh and value-added products and banana, and one
that represents our other ancillary businesses.

•Fresh and value-added products - includes pineapples, fresh-cut fruit,
fresh-cut vegetables, melons, vegetables, non-tropical fruit (including grapes,
apples, citrus, blueberries, strawberries, pears, peaches, plums, nectarines,
cherries and kiwis), other fruit and vegetables, avocados, and prepared foods
(including prepared fruit and vegetables, juices, other beverages, and meals and
snacks).

•Banana

•Other products and services - includes our ancillary businesses consisting of
sales of poultry and meat products, a plastic product business, and third-party
freight services.

Our vision is to inspire healthy lifestyles through wholesome and convenient products. Our strategy is founded on six goals:

                     [[Image Removed: fdp-20211001_g1.jpg]]

COVID-19 Pandemic Impact


In March 2020, the World Health Organization declared the current outbreak of
coronavirus ("COVID-19") a global pandemic. In response to the COVID-19
pandemic, we have taken various preventative and protective measures to support
our team members, customers, suppliers, and local communities. These measures
included additional operating procedures and safety protocols at our production
facilities, continuous monitoring of our supply chain contingency plans to
mitigate service disruptions, and staying abreast of guidance from health
officials and governmental authorities to determine any additional restrictions
to put in place at each of our locations. These measures have allowed us to
maintain our commitment to providing healthy, convenient and safe Del Monte®
branded products around the world during this critical time.

The COVID-19 pandemic began having a material adverse impact on our results of
operations during the first quarter of 2020 which has continued into the third
quarter of 2021. Government imposed mandatory closures and restrictions across
various of our key global markets have resulted in volatile supply and demand
conditions for certain of our products as well as reduced demand in our
foodservice distribution channel, factors which continue to persist through the
date of this report. During fiscal 2020, we were also negatively impacted by
service cancellations and containers that could not clear at certain ports in
Asia as well as increased expenses, particularly in our farming operations in
Central America where we incurred incremental costs to implement social
distancing protocols and more frequent cleaning cycles. While service at the
ports have improved during the
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Table of Contents current year, to the extent that various regions of the world implement significant shut-downs we could experience similar delays in a future period.


Furthermore, during fiscal 2021, the recovery from the COVID-19 pandemic and the
current economic climate have resulted in inflationary and cost pressures that
have significantly increased our production and distribution costs, including
costs of packaging materials, fertilizer, labor, fuel, and inland freight. We
are also experiencing pressure in our supply chain due to strained
transportation capacity and lack of sufficient labor availability. These factors
have led to increased costs in our banana and fresh and value-added products
business segments, causing a decline in gross profit for the third quarter of
2021 when compared to the prior-year period. Subsequent to the end of the third
quarter and in response to these inflationary and cost pressures, we announced
to our customers that we will be raising prices on bananas, pineapples and
fresh-cut fruit effective November 1, 2021. While we expect that these
inflation-justified price increases will partially mitigate our increased costs,
we believe these unfavorable market conditions will continue to negatively
impact our net sales and gross profit in future periods.

The COVID-19 pandemic continues to evolve and accordingly, the pace of the
recovery from the pandemic as well as the potential impact of new variants or
significant resurgences are not presently known. Although we believe that we
will ultimately emerge from these events well positioned for long-term growth,
the uncertainties with respect to the COVID-19 pandemic remain and, as such, we
cannot reasonably estimate the duration or extent of its adverse impact on our
business, operating results, and long-term liquidity position.

Refer to the "Results of Operations" and "Liquidity and Capital Resources" sections below for further discussion.

Optimization Program


During fiscal 2020, we performed a comprehensive review of our asset portfolio
aimed at identifying non-strategic and underutilized assets to dispose of while
reducing costs and driving further efficiencies in our operations (hereon
referred to as the "Optimization Program"). As a result of the review, we
identified assets across all of our regions which we plan to sell for total
anticipated cash proceeds of approximately $100.0 million. These assets
primarily consist of underutilized facilities and land, and those pending to be
sold are currently reflected in assets held for sale on our Consolidated Balance
Sheet. As of the quarter ended October 1, 2021, we have received cash proceeds
of $52.0 million in connection with asset sales under the Optimization Program
(approximately $40.0 million of which was received in our 2020 fiscal year). Due
to challenging market conditions which have resulted in delays of some of the
asset sales, in part driven by COVID-19 travel restrictions, we anticipate that
the completion of the program will extend beyond the originally anticipated
timeframe of the first quarter of 2022.

Included as part of this Optimization Program is the consolidation of our Mann
Packing operations from four facilities into one facility in Gonzales,
California. The consolidation of Mann Packing allowed us the advantage of
processing fresh-cut fruit and fresh-cut vegetables in one facility in the
Salinas Valley and will enable us to continue to optimize labor and distribution
costs. While we have realized cost savings in connection with the consolidation
of our Mann Packing operations as of the quarter ended October 1, 2021, our
financial results for this business continue to be negatively impacted by
reduced demand in our foodservice distribution channel and increased production
and distribution costs which have adversely affected gross profit in our fresh
and value-added products business segment.

Income Taxes


In connection with a current examination of the tax returns in two foreign
jurisdictions, the taxing authorities have issued income tax deficiencies
related to transfer pricing aggregating approximately $147.4 million (including
interest and penalties) for tax years 2012 through 2016. We strongly disagree
with the proposed adjustments and have filed a protest with each of the taxing
authorities as we believe that the proposed adjustments are without technical
merit.

In one of the foreign jurisdictions, we filed an appeal in judicial court on
April 30, 2020. On September 10, 2020, we were notified that we lost our final
appeal at the administrative level for the audit years 2012-2015, and likewise
on October 7, 2021 for the audit year 2016. We intend to file an appeal in the
judicial court in November 2021 with respect to the administrative ruling for
the audit year 2016. For the audit years 2012-2015, we have filed a request for
an injunction in judicial court which would defer payment, if any, until the end
of the judicial process, and we intend to do the same for the audit year 2016.

In the other foreign jurisdiction, the administrative process has been completed and we filed a case in judicial court on March 4, 2020.

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

RESULTS OF OPERATIONS

Consolidated Financial Results


The following summarizes the more significant factors impacting our operating
results for the 13-week and 39-week periods ended October 1, 2021 (also referred
to as the "third quarter of 2021" and "first nine months of 2021," respectively)
and September 25, 2020 (also referred to as the "third quarter of 2020" and
"first nine months of 2020," respectively).

                                                     Quarter ended                              Nine months ended
                                           October 1,           September 25,          October 1,           September 25,
                                              2021                  2020                  2021                  2020
Net sales                                $   1,004.8          $        989.7          $  3,234.6          $      3,200.0
Gross profit                                    48.9                    67.3               264.0                   214.5
Selling, general and administrative             48.0
expenses                                                                44.1               148.3                   142.4
Operating income                                 1.3                    26.6               120.2                    77.4



Net Sales - Net sales for the third quarter of 2021 increased $15.1 million, or
2%, when compared with the third quarter of 2020. The increase in net sales for
the third quarter of 2021 was attributable to higher net sales in all of our
segments, particularly our other products and services segment including
third-party freight services and poultry and meats category.

Net Sales for the first nine months of 2021 increased $34.6 million, or 1%, when
compared with the first nine months of 2020. The increase in net sales for the
first nine months of 2021 was attributable to higher net sales within our other
products and services and fresh and value-added products segments, partially
offset by a decrease in net sales in our banana segment.

Net sales in both the third quarter and first nine months of 2021 were also positively impacted by fluctuations in exchange rates versus the euro, British pound, and Korean won.


Gross Profit - Gross profit for the third quarter of 2021 decreased $18.4
million, or 27%, when compared to the third quarter of 2020 primarily as a
result of the impact of inflation, strained transportation capacity, lack of
sufficient labor availability and other cost pressures which resulted in higher
per unit production and distribution costs, specifically relating to packaging
materials, fertilizers, inland freight, labor and fuel. The impact of these cost
pressures in the third quarter of 2021 were intensified by our seasonality, as
we have historically realized a greater portion of our net sales and gross
profit during the first two calendar quarters of the year. These adverse factors
were partially offset by higher gross profit in our other product and services
segment driven by third-party freight services and poultry and meats. As a
result of these factors, gross margin decreased 190 basis points to 4.9% in the
third quarter of 2021 from 6.8% in the third quarter of 2020.

Gross profit for the first nine months of 2021 increased $49.5 million, or 23%,
when compared with the first nine months of 2020. The increase was driven by
higher gross profit in all of our business segments. Specifically, the increase
relates to (i) higher per unit sales prices in our banana segment, (ii) higher
gross profit in our fresh and value-added products segment driven by pineapples,
melons, fresh-cut fruits and prepared food products and (iii) higher third-party
freight services net sales. These increases more than offset the adverse impact
of inflation, strained transportation capacity, lack of sufficient labor
availability and other cost pressures experienced in the third quarter. As a
result of these factors, gross margin increased 150 basis points to 8.2% in the
first nine months of 2021 from 6.7% in the first nine months of 2020.

Gross profit in both the third quarter and first nine months of 2021 was also
positively impacted by fluctuations in exchange rates versus the euro and Costa
Rican colon, partially offset by unfavorable exchange rates versus the Mexican
peso.

Please refer to information under the caption "Seasonality" provided in Item 1.
Business of our Annual Report on Form 10-K for the year ended January 1, 2021
for further details. We expect these cost pressures to continue to negatively
impact our gross profit in future periods.

Selling, General and Administrative Expenses - Selling, general and
administrative expenses increased $3.9 million, or 9%, in the third quarter of
2021 when compared with the third quarter of 2020, and increased $5.9 million,
or 4% in first nine months of 2021 when compared with the first nine months of
2020. The increase in both periods was primarily due to higher administrative
expenses in the current year, including higher employee benefit and travel
costs.
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Gain (Loss) on Disposal of Property, Plant and Equipment, Net - The gain (loss)
on disposal of property, plant and equipment, net of $0.5 million during the
third quarter of 2021 primarily related to sales of assets in the Middle East
and Europe. For the first nine months of 2021, gain (loss) on disposal of
property, plant and equipment, net of $4.2 million also included a $2.4 million
gain on the sale of a refrigerated vessel and a $1.1 million gain on the sale of
vacant land in the Middle East. Gain (loss) on disposal of property, plant and
equipment, net of $(0.1) million for the third quarter of 2020 primarily related
to a loss on the disposal of certain production assets in North America which
was partially offset by a gain on the sale of surplus land in Chile. Gain (loss)
on disposal of property, plant and equipment, net of $1.5 million for first nine
months of 2020 primarily related to gains on the sale of surplus land in Chile.

Asset Impairment and Other Charges (Credits), Net - Asset impairment and other
charges (credits), net were $0.1 million during the third quarter of 2021, as
compared with $(3.5) million during the third quarter of 2020. Asset impairment
and other charges (credits), net for the third quarter of 2021 primarily related
to impairment of low-yielding banana plants in the Philippines. For the third
quarter of 2020, asset impairment and other charges (credits), net primarily
consisted of an insurance recovery associated with the 2019 voluntary product
recall and severance expense related to the reorganization of our North America
sales and marketing function.

Asset impairment and other charges (credits), net were $(0.3) million during the
first nine months of 2021, as compared with $(3.8) million during the first nine
months of 2020. The first nine months of 2021 primarily included a $(0.8)
million insurance recovery associated with damages to certain of our banana
segment fixed assets in Guatemala caused by hurricanes Eta and Iota in the
fourth quarter of 2020, partially offset by the banana plant impairment
discussed above and severance expense incurred in connection with the exit from
a facility in Europe. Asset impairment and other charges (credits), net for the
first nine months of 2020 primarily consisted of an insurance recovery related
to the 2019 voluntary product recall, partially offset by (i) asset impairments,
mainly related to certain of our North America and European production
facilities and low-yielding banana plants in the Philippines, (ii) a legal
settlement charge, and (iii) severance expense related to the reorganization of
our North America sales and marketing function.

Operating Income - Operating income decreased by $25.3 million in the third
quarter of 2021 when compared with the third quarter of 2020, primarily due to
lower gross profit and higher selling, general and administrative expenses.
Operating income increased by $42.8 million in the first nine months of 2021
when compared with the first nine months of 2020, primarily due to higher gross
profit, partially offset by higher selling, general and administrative expenses.

Interest Expense - Interest expense decreased slightly in both the third quarter and first nine months of 2021 when compared with the comparative prior-year periods, principally due to lower interest rates and lower average debt balances.


Other Expense, Net - Other expense, net increased by $1.0 million in the third
quarter of 2021 when compared with the third quarter of 2020 primarily as a
result of the prior-year period including a gain related to fuel derivatives no
longer designated as hedging instruments, and higher foreign exchange losses in
the current year period. Other expense, net increased $0.4 million in the first
nine months of 2021 when compared with the first nine months of 2020 mainly due
to higher foreign exchange losses partially offset by higher gains on fuel
derivatives no longer designated as hedging instruments.

Income Tax (Benefit) Provision - Income tax (benefit) provision was
$(6.6) million for the third quarter of 2021 when compared with $4.9 million for
the third quarter of 2020, and was $9.1 million for the first nine months of
2021 compared with $9.4 million for the first nine months of 2020. The decrease
in the income tax provision in both periods was primarily due to decreased
earnings in certain higher tax jurisdictions. The income tax provision for the
first nine months of 2021 and first nine months of 2020 also include a $0.8
million and $1.7 million benefit, respectively, relating to the NOL carryback
provision of the Coronavirus Aid, Relief and Economic Security (CARES) Act,
which was enacted on March 27, 2020.

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Financial Results by Segment

The following table presents net sales and gross profit by segment, and in each
case, the percentage of the total represented thereby (U.S. dollars in
millions):

                                                                                              Quarter ended
                                                         October 1, 2021                                                        September 25, 2020
 Segment                                 Net Sales                          Gross Profit                          Net Sales                          Gross Profit
Fresh and value-added products  $   601.2              60  %       $      40.9              84  %       $    600.6              61  %       $      54.2              81  %
Banana                              365.3              36  %               2.4               5  %            361.8              36  %              10.8              16  %
Other products and services          38.3               4  %               5.6              11  %             27.3               3  %               2.3               3  %
Totals                          $ 1,004.8             100  %       $      48.9             100  %       $    989.7             100  %       $      67.3             100  %



                                                                                            Nine months ended
                                                         October 1, 2021                                                       September 25, 2020
 Segment                                 Net Sales                          Gross Profit                         Net Sales                          Gross Profit
Fresh and value-added products  $ 1,906.0              59  %       $     149.8              57  %       $ 1,897.8              59  %       $     133.8              62  %
Banana                            1,210.2              37  %              98.2              37  %         1,218.4              38  %              74.3              35  %
Other products and services         118.4               4  %              16.0               6  %            83.8               3  %               6.4               3  %
Totals                          $ 3,234.6             100  %       $     264.0             100  %       $ 3,200.0             100  %       $     214.5             100  %


Fresh and value-added products

Third Quarter of 2021 Compared with Third Quarter of 2020


Net sales in the fresh and value-added products segment increased by $0.6
million when compared to the third quarter of 2020, principally as a result of
increased net sales of pineapples and avocados. Partially offsetting the
increase were decreases in net sales of vegetables, prepared food products, and
non-tropical fruit.

•Pineapple net sales increased in most regions driven by higher sales volume, partially offset by lower per unit sales prices.

•Avocado net sales increased primarily in North America driven by higher per unit sales prices, partially offset by lower sales volume.


•Vegetables net sales decreased primarily in North America, including in our
Mann Packing operations, driven by lower sales volume related to lower demand
from the foodservice channel, partially offset by higher per unit sales prices.

•Prepared food products net sales decreased primarily in Europe driven by lower
availability, mainly of canned pineapple products. The prior-year period
benefited from heightened customer demand related to the COVID-19 pandemic as
more consumers stocked up on canned goods.

•Non-tropical fruit net sales decreased primarily in the Middle East.


Gross profit of fresh and value-added products decreased $13.3 million, or 25%,
primarily due to lower gross profit on avocados, prepared food products,
fresh-cut vegetables and pineapples, partially offset by higher gross profit on
vegetables. Segment performance was negatively impacted by inflationary and cost
pressures, which resulted in higher per unit production and distribution costs,
including packaging materials, fertilizers, inland freight, labor and fuel.
Gross margin decreased 220 basis points to 6.8% from 9.0%.

•Avocado gross profit decreased in North America primarily driven by lower sales volume coupled with higher per unit production and distribution costs.

•Prepared food products gross profit decreased primarily in Europe driven by lower net sales coupled with higher per unit distribution costs.

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•Fresh-cut vegetable gross profit decreased in North America, primarily in our Mann Packing operations, mainly driven by higher per unit product costs and lower production yields.

•Pineapple gross profit decreased primarily in North America due to lower per unit sales prices coupled with higher per unit production and distribution cost.

•Vegetable gross profit increased primarily in the Middle East.

First Nine Months of 2021 Compared with First Nine Months of 2020


Net sales in the fresh and value-added products segment increased $8.2 million
in the first nine months of 2021 principally as a result of increased net sales
of pineapples and fresh-cut fruits. Partially offsetting the increase were
decreases in net sales of non-tropical fruit, vegetables, melons and avocados.

•Pineapple net sales increased in all our regions, driven by higher sales volumes and per unit sales prices.

•Fresh-cut fruit net sales increased across most of our regions, driven by higher sales volumes and per unit sales prices.


•Non-tropical fruit net sales decreased primarily in the Middle East and Asia,
due to lower sales volumes and per unit sales prices. The volume of our
non-tropical fruit season was negatively impacted by severe rainstorms in Chile,
which caused damage to certain of our farms at the beginning of 2021.

•Vegetable net sales decreased primarily due to lower sales in North America,
including in our Mann Packing operations. The decrease was driven by lower sales
volumes related to lower demand from our foodservice channel, partially offset
by higher per unit sales prices.

•Melon net sales decreased primarily due to reduced sales volumes in North
America as a result of lower volumes from our Guatemala harvest, which was
negatively impacted by crop damage caused by hurricanes Eta and Iota in the
fourth quarter of 2020. The decrease in net sales was partially offset by higher
per unit sales prices.

•Avocado net sales decreased primarily in North America due to lower sales volume and lower per unit sales prices.


Gross profit in the fresh and value-added products segment increased $16.0
million, or 12%, principally due to increased gross profit on pineapples,
melons, fresh-cut fruit and prepared food products. Partially offsetting the
increase were decreases in gross profit on fresh-cut vegetables, avocados,
non-tropical fruit, and vegetables. Additionally, the gross profit improvement
was partially offset by inflationary and cost pressures, which resulted in
higher per unit production and distribution costs, including packaging
materials, fertilizers, inland freight, labor and fuel. Gross margin increased
80 basis points to 7.9% from 7.1%. Gross profit in the first nine months of 2020
included $18.6 million of inventory write-offs driven by the COVID-19 pandemic.

•Pineapple gross profit increased across all our regions. The consolidated
increase was primarily driven by higher net sales. The increase was partially
offset by higher per unit production and distribution costs.

•Melon gross profit increased primarily in North America due to higher per unit
sales prices of cantaloupes, partially offset by lower sales volume as a result
of lower volumes from our Guatemala harvest, which was negatively impacted by
crop damage caused by hurricanes Eta and Iota in the fourth quarter of 2020,
coupled with higher per unit production and distribution costs.

•Fresh-cut fruit gross profit increased primarily in Europe and Asia. The consolidated increase was driven by higher sales volume and higher per unit sales prices coupled with lower per unit production costs.

•Prepared food products gross profit increased across all our regions, particularly in North America driven by higher sales volume and lower per unit production costs.

•Fresh-cut vegetable and vegetable gross profit decreased primarily in our North America Mann Packing operations.

•Avocado gross profit decreased primarily in North America driven by lower sales volume coupled with higher per unit production and distribution costs.


•Non-tropical fruit gross profit decreased primarily due to severe rainstorms in
Chile which caused damage to certain of our farms at the beginning of 2021,
resulting in $3.4 million in inventory write-offs. Additionally, gross profit
decreased in Asia and the Middle East mainly as a result of lower per unit sales
prices and sales volumes due to lower
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demand, partially offset by lower per unit distribution and production costs.
The decrease was also partially offset by an increase in gross profit in North
America.

Banana

Third Quarter of 2021 Compared with Third Quarter of 2020


Net sales of bananas increased by $3.5 million, or 1%, principally due to higher
net sales in Europe primarily related to higher per unit sales prices and higher
net sales in the Middle East due to higher sales volume.

Gross profit in the banana segment decreased $8.4 million, or 78%, primarily
driven by Asia and North America. The consolidated decrease was driven by excess
industry supply which lowered per unit sales prices coupled with higher per unit
distribution and production costs impacted by inflationary and cost pressures.
As a result of these factors, gross margin decreased 230 basis points to 0.7%
from 3.0%.

First Nine Months of 2021 Compared with First Nine Months of 2020


Net sales of bananas decreased by $8.2 million, or 1%, principally due to lower
net sales in North America and the Middle East, partially offset by higher net
sales in Europe and Asia.

Gross profit in the banana segment increased by $23.9 million, or 32%, primarily
driven by North America and Europe, partially offset by lower gross profit in
Asia and the Middle East. The improved gross profit in North America and Europe
was mainly due to higher per unit sales prices. These improvements were
partially offset by inflationary and cost pressures, which resulted in higher
per unit production and distribution costs. Gross profit in the banana segment
for the first nine months of 2021 also reflects a $2.5 million insurance
recovery associated with damages in Guatemala caused by the two hurricanes in
the fourth quarter of 2020. As a result of these factors, gross margin increased
200 basis points to 8.1% from 6.1%. Gross profit in the first nine months of
2020 included $2.2 million of inventory write-offs attributable to our banana
segment as a result of the COVID-19 pandemic.

Other products and services

Third Quarter of 2021 Compared with Third Quarter of 2020


Net sales of other products and services increased $11.0 million, or 40%, due to
higher net sales of third-party freight services and poultry and meats in the
Middle East.

Gross profit increased $3.3 million, or 143%, as a result of higher net sales. Gross margin increased to 14.8% from 8.5%.

First Nine Months of 2021 Compared with First Nine Months of 2020


Net sales of other products and services increased $34.6 million, or 41%, due to
higher net sales of third-party freight services and poultry and meats in the
Middle East.

Gross profit increased $9.6 million, or 150%, as a result of higher net sales. Gross margin increased to 13.5% from 7.6%.

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Liquidity and Capital Resources


Fresh Del Monte Produce Inc. is a holding company with limited business
operations of its own. Fresh Del Monte Produce Inc.'s 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, our only source of cash to pay our obligations, other
than financings, depends primarily on the net earnings and cash flow generated
by these subsidiaries.

Our primary sources of cash flow are net cash provided by operating activities
and borrowings under our credit facility. Our primary uses of net cash flow are
capital expenditures to increase and expand our product offerings and geographic
reach, investments to increase our productivity and investments in businesses
such as Mann Packing.

A summary of our cash flows is as follows (U.S. dollars in millions):

© Edgar Online, source Glimpses

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