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 operations are organized into two reportable segments that represent our primary businesses and one reportable segment that represents our 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:


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COVID-19 Pandemic Impact



In December 2019, a novel strain of coronavirus, COVID-19, was identified in
Wuhan, China. This virus has spread globally and in March 2020, the World Health
Organization declared COVID-19 a pandemic. We have taken various preventative
and protective measures in response to the COVID-19 pandemic to support our team
members, customers, suppliers, and local communities. At our production
facilities where food safety has always been a top priority, we introduced
additional operating procedures and safety protocols to include social
distancing, thermal screenings and increased cleaning cycles to protect our
production teams. We activated our supply chain contingency plans to mitigate
any disruptions in our ability to service our customers. Additionally, we
implemented remote working arrangements across various of our administrative
locations, having
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as many global employees as possible working remotely. 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 has negatively impacted the global economy, disrupted
global supply chains and created significant volatility and disruption of
financial markets. The COVID-19 pandemic has had a material adverse impact on
our results of operations during the quarter and nine months ended September 25,
2020. Government imposed mandatory closures and restrictions across various of
our key global markets have resulted in volatile supply and demand conditions,
particularly of our higher price point products such as pineapples, avocados,
and fresh-cut fruit and vegetables, as well as reduced demand in our foodservice
distribution channel and shifting demand in retail. Additionally, during the
first quarter of 2020, our results were negatively impacted by service
cancellations and containers that were unable to clear at certain of our Chinese
ports. As a result, we had to redirect our products to markets such as Japan,
Korea, and Hong Kong which had a negative impact on our financial performance
due to oversupply in these markets. In addition to negatively impacting our net
sales, the COVID-19 pandemic and related government restrictions have resulted
in increased costs for our business, particularly in our farming operations in
Central America where we have incurred incremental costs to implement social
distancing protocols and more frequent cleaning cycles. We have continued to
work collaboratively with our network of third-party growers and suppliers to
mitigate the impact of COVID-19 on our supply chain and costs. Furthermore,
during the nine months ended September 25, 2020, some of our workers contracted
the COVID-19 virus which resulted in a temporary facility closure in one
location, reduced production hours, increased cleaning and logistical costs, as
well as an adverse impact on our net sales due to the perishability of our
products. While we expect the COVID-19 pandemic to continue to negatively impact
our operating results, the extent of the impact will depend on future
developments, including the duration and spread of the pandemic and related
government restrictions, all of which are uncertain and cannot be predicted.

In addition, we cannot predict whether future developments associated with the
COVID-19 pandemic will materially adversely affect our long-term liquidity
position. We have taken several steps to conserve our liquidity position in
response to the pandemic including reducing our quarterly cash dividend from ten
cents ($0.10) per share in the first quarter of 2020 to five cents ($0.05) per
share in the second and third quarters of 2020 and delaying certain of our
planned capital expenditures to 2021. As a result of our improved cash flow, our
Board of Directors was able to declare an increased quarterly cash dividend of
ten cents ($0.10) per share in the fourth quarter of 2020.

Refer to the "Results of Operations" and "Liquidity and Capital Resources" sections below, as well as Part II. Item 1A, "Risk Factors" for further discussion.

Optimization Program



During the nine months ended September 25, 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 over the next 12 to 18 months for total
anticipated cash proceeds of approximately $100 million. These assets primarily
consist of underutilized facilities and land, some of which are currently
reflected in assets held for sale on our Consolidated Balance Sheet as of the
quarter ended September 25, 2020.

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 will allow us the unique advantage
of processing fresh-cut fruit and fresh-cut vegetables in one facility in the
Salinas Valley and will optimize labor and distribution costs. During the
quarter ended September 25, 2020, we completed our move to Gonzales which we
anticipate will enable us to improve gross profit in our fresh and value-added
products segment by approximately $10 million on an annual basis, a benefit
which we expect to achieve over the next 12 months.

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 $145.8 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.

On September 10, 2020, we were notified that we lost our final appeal at the
Administrative level in one of the foreign jurisdictions under audit for the
years 2012-2015. We have filed a request for an injunction in the judicial
courts which would defer payment, if any, until the end of the judicial process.
Additionally, we also intend to file an administrative injunction with the Tax
Administration.
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In parallel with the administrative procedure, we had filed an appeal in
judicial court on April 30, 2020. We strongly believe we will prevail at the
judicial level. If not, we will appeal to the Supreme Court. We will continue to
vigorously contest the adjustments and expect to exhaust all administrative and
judicial remedies necessary in both jurisdictions to resolve the matters, which
could be a lengthy process.

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.

Member States of the European Union in which our European distributors operate
have enacted, or are in the process of drafting, anti-hybrid legislation which
may impact our ability to deduct the cost of certain purchases in those
jurisdictions. We are actively analyzing the enacted and proposed draft
legislation to assess whether, and to what extent, these provisions impact the
Company.
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Results of Operations



The following tables present for each of the periods indicated (i) net sales by
geographic region and (ii) net sales and gross profit by segment, and in each
case, the percentage of the total represented thereby (U.S. dollars in
millions):


Net sales by geographic region:



                                                   Quarter ended                                                         Nine months ended
 Region                        September 25, 2020                 September 27, 2019                  September 25, 2020                   September 27, 2019
North America             $   619.4              63  %       $    720.8              67  %       $  1,992.0              62  %       $  2,286.4               66  %
Europe                        150.0              15  %            140.4              13  %            485.2              15  %            482.9               14  %
Asia                          107.9              11  %             99.6               9  %            355.3              11  %            351.4               10  %
Middle East                   102.7              10  %            103.4              10  %            329.3              11  %            310.5                9  %
Other                           9.7               1  %              6.0               1  %             38.2               1  %             32.6                1  %
Totals                    $   989.7             100  %       $  1,070.2             100  %       $  3,200.0             100  %       $  3,463.8              100  %


Net sales and gross profit by segment:



                                                                                            Quarter ended
                                                    September 25, 2020                                                        September 27, 2019
 Segment                              Net Sales                          Gross Profit                           Net Sales                          Gross Profit
Fresh and value-added
products                    $   600.6               61  %       $      54.2               81  %       $   652.9               61  %       $      53.3               70  %
Banana                          361.8               36  %              10.8               16  %           385.8               36  %              18.6               24  %
Other products and services      27.3                3  %               2.3                3  %            31.5                3  %               4.3                6  %
Totals                      $   989.7              100  %       $      67.3              100  %       $ 1,070.2              100  %       $      76.2              100  %

                                                                                          Nine months ended
                                                    September 25, 2020                                                        September 27, 2019
                                      Net Sales                          Gross Profit                           Net Sales                          Gross Profit
Fresh and value-added
products                    $ 1,897.8               59  %       $     133.8               62  %       $ 2,107.2               61  %       $     172.3               64  %
Banana                        1,218.4               38  %              74.3               35  %         1,257.3               36  %              90.2               34  %
Other products and services      83.8                3  %               6.4                3  %            99.3                3  %               6.4                2  %
Totals                      $ 3,200.0              100  %       $     214.5              100  %       $ 3,463.8              100  %       $     268.9              100  %



Third Quarter of 2020 Compared with Third Quarter of 2019

Net Sales. Net sales for the third quarter of 2020 were $989.7 million compared
with $1,070.2 million for the third quarter of 2019. The decrease in net sales
of $80.5 million was attributable to lower net sales in all of our business
segments. The COVID-19 pandemic negatively impacted our net sales during the
third quarter of 2020 by an estimated $73.0 million in our fresh and value-added
products and banana segments, as compared to our third quarter of 2019
performance for these segments. These negative impacts were primarily the result
of volatile supply and demand conditions resulting from the pandemic, as well as
reduced demand in our foodservice distribution channel and shifting demand in
retail due to government imposed mandatory closures and restrictions across
various of our key global markets. The effect of government imposed mandatory
closures and restrictions and the lack of family gatherings and summer events
specifically in North America has significantly reduced demand for many of our
fresh and value-added products.

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•Fresh and value-added products - Net sales in the fresh and value-added
products segment decreased $52.3 million, primarily as a result of lower net
sales of fresh-cut vegetables, avocados, fresh-cut fruit, vegetables, and
prepared food products. The COVID-19 pandemic negatively affected our net sales
of fresh and value-added products by an estimated $56.0 million in the quarter
ended September 25, 2020 when compared with our third quarter of 2019
performance for this segment. Partially offsetting the decrease in net sales
were increases in sales of pineapples and non-tropical fruit.
•Net sales of fresh-cut vegetables decreased principally due lower sales volumes
as a result of the COVID-19 pandemic which continued to negatively impact demand
in our foodservice distribution channel. In addition, our voluntary product
recall in the fourth quarter of 2019 continued to adversely affect net sales
during the quarter as volumes have not returned to pre-recall levels. Partially
offsetting this decrease were higher per unit sales prices.
•Net sales of avocados decreased primarily due to lower per unit sales prices in
North America as a result of normalized industry supplies in the market when
compared to the prior year. Partially offsetting this decrease were higher sales
volumes as a result of increased capacity due to our new packing plant in Mexico
which opened in December 2019.
•Net sales of fresh-cut fruit decreased principally due to lower sales volumes
in North America resulting from the continued impact of the COVID-19 pandemic
which resulted in lower demand for our products combined with a shortage of raw
materials.
•Net sales of vegetables decreased primarily in North America due to the effect
of the COVID-19 pandemic which continued to negatively impact demand in our
foodservice distribution channel. Partially offsetting this decrease were higher
per unit sales prices.
•Net sales of prepared food products decreased principally due to a decrease in
sales of meals and snacks as a result of the COVID-19 pandemic, the continuing
impact of the 2019 product recall, and product rationalization efforts in our
Mann Packing operations in North America which led to the discontinuance of low
margin products. Partially offsetting this decrease were higher per unit sales
prices of pineapple concentrate due to lower industry supply and higher per unit
sales prices of canned pineapple products due to increased customer demand.
•Net sales of pineapples increased primarily due to higher sales volumes across
all of our regions, mainly as a result of lower production in the comparative
prior year period due to adverse weather conditions in our growing regions.
Worldwide pineapple sales volume increased 15% during the third quarter of 2020.
•Net sales of non-tropical fruit increased primarily as a result of higher sales
volumes in Europe due to increased customer demand and higher sales volumes in
the Middle East due to increased sales in developing markets. Also contributing
to the increase in net sales were higher per unit sales prices, primarily in the
Middle East.

•Banana - Net sales of bananas decreased by $24.0 million principally due to
lower net sales in North America, Europe, and the Middle East partially offset
by higher net sales in Asia. We estimate that COVID-19 negatively affected our
banana net sales by $17.0 million during the third quarter of 2020 when compared
with our third quarter of 2019 performance for this segment. Worldwide banana
sales volume decreased 4%.
•North America banana net sales decreased due to lower sales volumes,
principally the result of lower demand due to the COVID-19 pandemic. Also
contributing to the net sales decrease were lower per unit sales prices.
•Europe banana net sales decreased due to lower sales volumes and lower per unit
sales prices, primarily as a result of the COVID-19 pandemic which led to lower
demand and an excess of industry supply as product from the Asia market was
redirected to the Europe market.
•Middle East banana net sales decreased primarily due to lower per unit sales
prices as a result of excess industry supply from Ecuador and lower demand.
•Asia banana net sales increased primarily as a result of higher sales volumes
in Japan and Korea due to improved customer demand.

Cost of Products Sold. Cost of products sold was $922.4 million for the third
quarter of 2020 compared with $994.0 million for the third quarter of 2019, a
decrease of $71.6 million. The decrease was primarily attributable to lower per
unit costs and sales volumes in our fresh and value-added products segment, and
lower sales volumes in our banana segment. Partially offsetting this decrease
were higher distribution costs per unit in our fresh and value-added products
segment and $2.3 million of other product-related charges. These other
product-related charges include $1.9 million of charges attributable to our
fresh and value-added products segment, primarily relating to pineapples, and
$0.4 million of charges related to our banana segment.
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These charges primarily consist of inventory write-offs due to volatile supply
and demand conditions caused by the COVID-19 pandemic as well as incremental
costs incurred for cleaning and social distancing protocols, also associated
with the pandemic.

Gross Profit. Gross profit was $67.3 million for the third quarter of 2020
compared with $76.2 million for the third quarter of 2019, a decrease of $8.9
million. This decrease was primarily attributable to lower gross profit in our
banana and other products and services segments, partially offset by a slight
increase in gross profit in our fresh and value-added products segment.

•Banana - Gross profit in the banana segment decreased $7.8 million principally
due to lower per unit sales prices, primarily in North America as a result of
lower demand. Partially offsetting this decrease in gross profit were lower
costs per unit, primarily driven by lower ocean freight expenses. Worldwide
banana per unit sales prices decreased 3% and per unit costs decreased 1%.

•Other products and services - Gross profit in the other products and services
segment decreased principally due to lower per unit sales prices in our
Jordanian poultry business as a result of lower foodservice demand associated
with the COVID-19 pandemic, partially offset by lower per unit costs primarily
due to increased efficiencies.

•Fresh and value-added products - Gross profit in the fresh and value-added
products segment increased $0.9 million principally due to higher gross profit
on prepared food products, avocados, and pineapples, partially offset by lower
gross profit on vegetables, fresh-cut vegetables, and fresh-cut fruit.
•Gross profit on prepared food products increased due to higher per unit sales
prices of pineapple concentrate and canned pineapple products. Partially
offsetting this increase were higher per unit costs of pineapple concentrate
products.
•Gross profit on avocados increased primarily due to lower product costs
resulting from improved capacity utilization at our new packing plant in Mexico
which opened in December 2019. Partially offsetting this increase were lower per
unit sales prices.
•Gross profit on pineapples increased due to higher sales volumes across all of
our regions and lower per unit costs. Partially offsetting this increase were
lower per unit sales prices, primarily in North America, combined with the
impact of inventory write-offs and other incremental product costs associated
with the COVID-19 pandemic.
•Gross profit on vegetables decreased primarily due to higher per unit
production and distribution costs as a result of lower sales volumes. Partially
offsetting this decrease were higher per unit sales prices.
•Gross profit on fresh-cut vegetables decreased primarily due to lower sales
volumes in North America as a result of lower demand combined with higher per
unit costs, principally consisting of higher production and distribution costs.
Partially offsetting this decrease were higher per unit sales prices.
•Gross profit on fresh-cut fruit decreased primarily due to lower sales volumes
in North America and higher production and distribution costs per unit in Asia
and Europe. Partially offsetting this decrease were higher per unit sales
prices, primarily in Europe.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses were $44.1 million for the third quarter of 2020
compared with $51.3 million for the third quarter of 2019, a decrease of $7.2
million. The decrease was principally due to lower selling and marketing
expenses in the Middle East as a result of a lower provision for credit losses.
Also contributing to the decrease were lower administrative and selling and
marketing expenses in North America, primarily as a result of cost saving
initiatives.

Gain (Loss) on Disposal of Property, Plant and Equipment, Net. The loss on
disposal of property, plant and equipment, net, of $0.1 million during the third
quarter of 2020 primarily related to a $0.4 million loss on disposal of certain
production assets in North America which was partially offset by a $0.3 million
gain on the sale of surplus land in Chile. The gain on disposal of property,
plant and equipment during the third quarter of 2019 of $6.9 million primarily
related to the sale of surplus land in Florida.

Asset Impairment and Other (Credits) Charges, Net. Asset impairment and other
(credits) charges, net, was $(3.5) million during the third quarter of 2020, as
compared with $4.7 million during the third quarter of 2019.

Asset impairment and other (credits) charges, net, for the third quarter of 2020
were comprised of the following:
•$(4.4) million insurance recovery related to a voluntary product recall in our
fresh and value-added products segment;
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•$0.8 million in severance expense for the reorganization of the sales and
marketing function in North America related to the fresh and value-added
products and banana segments;
•$0.1 million in asset impairment charges relating to low-yielding banana plants
in the Philippines.

Asset impairment and other (credits) charges, net, for the third quarter of 2019
were comprised of the following:
•$4.7 million in asset impairment charges relating to low-yielding banana plants
in the Philippines.

Operating Income. Operating income for the third quarter of 2020 decreased by
$0.5 million from $27.1 million in the third quarter of 2019 to $26.6 million in
the third quarter of 2020.  This decrease was due to lower gross profit and
lower gains on disposal of property, plant and equipment, net, partially offset
by lower selling, general and administrative expenses and lower asset impairment
and other charges, net.

Interest Expense.  Interest expense was $5.1 million for the third quarter of
2020 as compared with $6.0 million for the third quarter of 2019. The decrease
was due to lower interest rates combined with lower average loan balances.

Other (Expense) Income, Net. Other (expense) income, net, was $(0.8) million for
the third quarter of 2020 as compared to $(0.5) million for the third quarter of
2019. The increase in other expense of $0.3 million was principally attributable
to lower foreign exchange gains during the third quarter of 2020 as compared
with the third quarter of 2019.

Provision for Income Taxes. Provision for income taxes was $4.9 million for the
third quarter of 2020 compared to $2.9 million for the third quarter of 2019.
The increase in the provision for income taxes of $2.0 million is primarily due
to increased earnings in certain higher tax jurisdictions.
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First Nine Months of 2020 Compared with First Nine Months of 2019

Net Sales. Net sales for the first nine months of 2020 were $3,200.0 million
compared with $3,463.8 million for the first nine months of 2019. The decrease
in net sales of $263.8 million is due to lower net sales in all of our business
segments. The COVID-19 pandemic negatively impacted our net sales during the
first nine months of 2020 by an estimated $232.0 million in our fresh and
value-added products and banana segments, as compared with our net sales during
the first nine months of 2019 for these segments. The effect of government
imposed mandatory closures and restrictions and the lack of family gatherings
for holidays, school graduations and summer events specifically in North America
has significantly reduced demand for many of our fresh and value-added products.

•Fresh and value-added products - Net sales in the fresh and value-added
products segment decreased $209.4 million principally as a result of lower net
sales of fresh-cut vegetables, fresh-cut fruit, avocados, vegetables, and
prepared food products. The COVID-19 pandemic negatively affected our net sales
of fresh and value-added products by an estimated $194.0 million during the nine
months ended September 25, 2020 when compared with our net sales during the
first nine months of 2019 for this segment. Partially offsetting the decrease in
net sales was an increase in sales of non-tropical fruit.
•Net sales of fresh-cut vegetables decreased principally due to the effect of
the COVID-19 pandemic which resulted in the elimination of most of our
foodservice business since March of this year. In addition, our voluntary
product recall in the fourth quarter of 2019 continued to negatively impact our
fresh-cut vegetable net sales during the first nine months of 2020 as volumes
have not returned to pre-recall levels.
•Net sales of fresh-cut fruit decreased principally due to lower sales volumes
to our retail store distribution channel in North America. These lower sales
volumes were primarily the result of reduced demand caused by the COVID-19
pandemic and related government imposed social distancing initiatives.
•Net sales of avocados decreased primarily in North America due to the combined
impact of lower per unit sales prices resulting from normalized industry
supplies and lower sales volumes due to the COVID-19 pandemic.
•Net sales of vegetables decreased primarily in North America due to the effect
of the COVID-19 pandemic which negatively impacted demand in our foodservice
distribution channel. Partially offsetting this decrease were higher per unit
sales prices.
•Net sales of prepared food products decreased due to lower sales volumes of
meals and snacks which was primarily driven by the impact of the COVID-19
pandemic, the continuing impact of the 2019 product recall, and product
rationalization efforts in our Mann Packing operations in North America which
resulted in the discontinuance of low margin products. Partially offsetting this
decrease were higher sales volumes and per unit sales prices of canned pineapple
products as a result of improved customer demand and higher per unit sales
prices of pineapple concentrate products due to lower industry supply.
•Net sales of non-tropical fruit increased primarily as a result of higher sales
volumes in the Middle East due to increased sales in developing markets and
higher sales volumes in Europe due to increased customer demand. Partially
offsetting this increase in net sales were lower per unit sales prices,
primarily in North America.

•Banana - Net sales of bananas decreased by $38.9 million principally due to
lower net sales in North America and Europe, partially offset by higher net
sales in the Middle East. We estimate that COVID-19 negatively affected our
banana net sales by $38.0 million during the first nine months of 2020 when
compared with our net sales during the first nine months of 2019 for this
segment. Worldwide banana sales volume decreased by 1%.
•North America banana net sales decreased primarily due to lower sales volumes,
principally the result of COVID-19 related lower demand.
•Europe banana net sales decreased due to lower sales volumes and lower per unit
sales prices primarily as a result of COVID-19 related lower demand.
•Middle East banana net sales increased due to higher sales volumes as a result
of increased shipments from Latin America to new markets in the region.
Partially offsetting this increase were lower per unit sales prices.
•Other products and services - Net sales of other products and services
decreased principally due to lower sales volume and per unit sales prices in our
Jordanian poultry business as a result of reduced demand in the foodservice
sector driven by the COVID-19 pandemic.


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Cost of Products Sold. Cost of products sold was $2,985.5 million for first nine
months of 2020 compared with $3,194.9 million for the first nine months of 2019,
a decrease of $209.4 million. The decrease was primarily attributable to lower
sales volumes and lower production costs per unit in both our fresh and
value-added products and banana segments. Partially offsetting this decrease
were higher ocean freight and distribution costs and $20.9 million of other
product-related charges which principally include $18.6 million of charges
attributable to our fresh and value-added products segment, primarily consisting
of write-offs of pineapples, fresh-cut vegetables, vegetables, and melons, and
$2.2 million of charges related to our banana segment, also primarily consisting
of inventory write-offs. These inventory write-offs were principally due to
lower demand in our foodservice distribution channel, shifting demand in retail,
and volatile supply and demand conditions caused by the COVID-19 pandemic.

Gross Profit. Gross profit was $214.5 million for the first nine months of 2020
compared with $268.9 million for the first nine months of 2019, a decrease of
$54.4 million. This decrease was attributable to lower gross profit in our fresh
and value-added products and banana business segments.

•Fresh and value-added products - Gross profit in the fresh and value-added
products segment decreased $38.5 million principally due to lower gross profit
on fresh-cut vegetables, vegetables, pineapples, melons, and fresh-cut fruit,
partially offset by higher gross profit on prepared food products and avocados.
•Gross profit on fresh-cut vegetables decreased primarily due to lower sales
volumes in North America as a result of lower demand combined with higher per
unit product and distribution costs. Also impacting gross profit were inventory
write-offs related to the COVID-19 pandemic.
•Gross profit on vegetables decreased primarily due to higher per unit costs,
including higher production and distribution costs. Also impacting gross profit
were inventory write-offs related to the COVID-19 pandemic.
•Gross profit on pineapples decreased primarily due to higher costs, principally
consisting of inventory write-offs and other incremental product costs related
to the COVID-19 pandemic. Also contributing to the decrease in gross profit were
lower sales volumes in North America and Europe and higher ocean freight and
distribution costs per unit. Partially offsetting the decrease in gross profit
were higher per unit sales prices in Europe and the Middle East.
•Gross profit on melons decreased primarily due to higher costs, including the
impact of inventory write-offs related to the COVID-19 pandemic and higher per
unit fruit costs.
•Gross profit on fresh-cut fruit decreased primarily due to lower sales volumes
in North America as a result of lower demand combined with higher distribution
costs per unit in Europe, Asia and North America. Partially offsetting this
decrease in gross profit were improved operating margins of our fresh-cut fruit
products in North America as a result of lower production costs and higher per
unit sales prices.
•Gross profit on prepared food products increased primarily due to higher per
unit sales prices and lower production costs of canned pineapple products
combined with higher sales prices for pineapple concentrate products. Partially
offsetting this increase were lower sales volumes and lower per unit sales
prices of meals and snacks.
•Gross profit on avocados increased primarily due to lower product costs
resulting from favorable exchange rates and improved capacity utilization at our
new packing plant in Mexico which opened in December 2019. Partially offsetting
these increases were lower per unit sales prices.

•Banana - Gross profit in the banana segment decreased by $15.9 million
principally due to lower per unit sales prices in Europe, the Middle East, Asia,
and North America. Also contributing to the decrease in gross profit were higher
ocean freight costs and inventory write-offs related to the COVID-19 pandemic.
Partially offsetting the decrease in gross profit were lower per unit fruit and
distribution costs. Worldwide banana per unit sales prices decreased 2% and per
unit cost decreased 1%.

Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased $8.5 million from $150.9 million for first nine months of 2019 to $142.4 million for first nine months of 2020. The decrease was primarily due to lower selling, marketing and administrative expenses in the Middle East combined with lower travel expenses.



Gain on Disposal of Property, Plant and Equipment, Net. The gain on disposal of
property, plant and equipment, net, was $1.5 million during the first nine
months of 2020 and was primarily related to the sale of surplus land in Chile.
During the first nine months of 2019, the gain on disposal of property, plant
and equipment of $16.1 million primarily related to the sale of surplus land in
Florida and a refrigerated vessel.
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Asset Impairment and Other (Credits) Charges, Net. Asset impairment and other
(credits) charges, net was $(3.8) million during the first nine months of 2020
and $8.5 million during the first nine months of 2019.

Asset impairments and other (credits) charges, net, for the first nine months of
2020 were primarily comprised of the following:
•$(10.4) million insurance recovery related to a voluntary product recall in our
fresh and value-added products segment;
•$2.0 million charge relating to a settlement with the California Air Resource
Board, related to the banana and fresh and value-added products segments;
•$2.1 million in asset impairment charges of production facilities in North
America and Europe related to our fresh and value-added products segment;
•$1.5 million in severance expense for the reorganization of the sales and
marketing function in North America related to the fresh and value-added
products and banana segments; and
•$0.8 million in asset impairment charges relating to low-yielding banana plants
in the Philippines.

Asset impairments and other (credits) charges, net, for the first nine months of
2019 were comprised of the following:
•$0.5 million in contract termination charges related to our decision to abandon
in 2018 certain low-yield areas in our banana operations in the Philippines;
•$4.7 million in asset impairment charges related to low-yielding banana plants
in the Philippines;
•$0.4 million in asset impairment charges related to our Chilean non-tropical
fruit operation; and
•$2.9 million in asset impairment charges related to our equity investment in
Purple Carrot.

Operating Income. Operating income decreased by $48.2 million from $125.6
million in the first nine months of 2019 to $77.4 million for the first nine
months of 2020. The decrease in operating income was due to lower gross profit
and lower gains on disposal of property, plant and equipment, partially offset
by lower selling, general and administrative expenses and lower asset
impairments and other charges, net.

Interest Expense. Interest expense decreased by $3.7 million from $19.8 million
for the first nine months of 2019 to $16.1 million for the first nine months of
2020 principally due to lower interest rates and lower average debt balances.

Other (Expense) Income, Net. Other (expense) income, net, was expense of $(5.2)
million for the first nine months of 2020 as compared with other income of $7.9
million for the first nine months of 2019. The change in other (expense) income,
net, of $13.1 million was principally attributable to a net gain of $16.0
million as a result of the settlement of a business transaction litigation that
was recorded during the first nine months of 2019. Partially offsetting the
increase in other expense were higher foreign exchange losses during the first
nine months of 2019 as compared with the first nine months of 2020.

Provision for Income Taxes. Provision for income taxes was $9.4 million for the
first nine months of 2020 compared with $20.0 million for the first nine months
of 2019. The decrease in the provision for income taxes of $10.6 million is
primarily due to lower earnings in certain higher tax jurisdictions. The tax
provision for the nine months ended September 25, 2020 also includes a $1.7
million benefit relating to the NOL carryback provision of the Coronavirus Aid,
Relief and Economic Security Act (CARES) Act, which was enacted on March 27,
2020.

Recent Developments

Subsequent to the quarter ended September 25, 2020 and in connection with our
ongoing Optimization Program, we finalized a transaction to sell a facility and
related assets in the Middle East with an aggregate carrying value of $10.6
million for a total purchase price of $15.4 million. Pursuant to the terms of
the agreement, we received cash proceeds of $7.1 million associated with the
sale during the quarter ended September 25, 2020, with the remainder of the
purchase price to be collected over a five-year term. Contemporaneously with the
closing of the sale, we entered into an operating lease agreement in which we
leased back a portion of the facility for a term of six years.

During the fourth quarter of 2019, our Mann Packing business voluntarily
recalled a series of vegetable products sold to select customers in the United
States and Canada in our fresh and value-added products segment. During the nine
months ended September 25, 2020, we recognized a $10.4 million insurance
recovery associated with the voluntary product recall in asset impairments and
other (credits) charges, net, of which $6 million had been received in cash.
Subsequent to the quarter ended September 25, 2020, contingencies associated
with the final portion of the insurance claim were resolved and as a result, an
additional gain on insurance recovery of $4.6 million will be recognized in our
Consolidated Statement of Operations during the fourth quarter of 2020.

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Table of Contents

Liquidity and Capital Resources



We are a holding company with limited business operations of our own. Our only
significant asset is 100% of 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):

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