FRESH DEL MONTE PRODUCE INC Form 10-K Annual Report Filed 2023-02-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number 333-07708

FRESH DEL MONTE PRODUCE INC.

(Exact Name of Registrant as Specified in Its Charter)


Cayman Islands			N/A
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S Employer Identification No.)

c/o H&C Corporate Services Limited			N/A
P.O. Box 698, 4th Floor, Apollo House, 87 Mary Street
George Town,	Grand Cayman,	KY1-1107
Cayman Islands
(Address of Registrant’s Principal Executive Offices)			(Zip Code)

(305) 520-8400

(Registrant’s telephone number including area code)

Please send copies of notices and communications from the Securities and Exchange Commission to:

c/o Del Monte Fresh Produce Company

241 Sevilla Avenue

Coral Gables, Florida 33134

(Address of Registrant’s U.S. Executive Offices)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Ordinary Shares, Par Value $0.01 Per Share	FDP	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

☒

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐* Rules not applicable yet

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐*

The aggregate market value of Ordinary Shares held by non-affiliates at July 1, 2022, the last business day of the registrant’s most recently completed second quarter, was $1,031,180,395 based on the number of shares held by non-affiliates of the registrant and the reported closing price of Ordinary Shares on July 1, 2022 of $30.41.

As of February 10, 2023, there were 47,838,680 ordinary shares of Fresh Del Monte Produce Inc. issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive Proxy Statement for the 2023 Annual General Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year are incorporated by reference in Part III of this report.

TABLE OF CONTENTS


		Page
PART I

Item 1.	Business	1

Item 1A.	Risk Factors	15

Item 1B.	Unresolved Staff Comments	28

Item 2.	Properties	28

Item 3.	Legal Proceedings	29

Item 4.	Mine Safety Disclosures	30

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	30

Item 6.	Reserved	32

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32

Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	44

Item 8.	Financial Statements and Supplementary Data	48

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	106

Item 9A.	Controls and Procedures	106

Item 9B.	Other Information	106

Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	106

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	108

Item 11.	Executive Compensation	108

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	108

Item 13.	Certain Relationships and Related Transactions, and Director Independence	108

Item 14.	Principal Accountant Fees and Services	108

PART IV

Item 15.	Exhibits and Financial Statement Schedules	109

Item 16.	Form 10-K Summary	113

SIGNATURES		113

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PART I

Item 1. Business

Business Overview

Fresh Del Monte Produce Inc. (the “Company,” “we” or “us”) is 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 distributor of prepared fruit and vegetables, juices, beverages and snacks in Europe, Africa and the Middle East. We market our products worldwide primarily under the Del Monte® brand, a symbol of product innovation, quality, freshness and reliability since 1892. Our global sourcing and logistics network allows us to provide consistent delivery of high-quality products and value-added services to our customers.

We have leading market positions in the following product categories and we believe we are:

•the largest marketer of fresh pineapples in the United States, and a leading marketer in other markets worldwide;

•the third-largest marketer of bananas in the United States, and a leading marketer in other markets worldwide;

•a leading marketer of:

◦fresh-cut fruit in the United States, Canada, Japan, South Korea, and the United Kingdom;

◦fresh-cut vegetables in North America, South Korea, Kuwait, United Arab Emirates, and Saudi Arabia;

◦avocados in the United States; and

◦canned fruit in Europe, Africa, and the Middle East.

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

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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 (which includes fresh-cut salads), melons, vegetables, non-tropical fruit (which includes grapes, apples, citrus, blueberries, strawberries, pears, peaches, plums, nectarines, cherries and kiwis), other fruit and vegetables, avocados, and prepared foods (which includes prepared fruit and vegetables, juices, other beverages, and meals and snacks).

•Banana

•Other products and services - includes our third-party freight and logistic services business and our Jordanian poultry and meats business.

We market and distribute our products to retail stores, club stores, convenience stores, wholesalers, distributors and foodservice operators in more than 80 countries around the world. North America is our largest market, accounting for 61% of our net sales in 2022. Our other major markets are Europe, the Middle East (which includes North Africa) and Asia. Our net sales by region for the year 2022 are depicted in the chart below.

We produce, source, distribute and market a broad array of fresh produce, primarily under the Del Monte® brand, as well as under other proprietary brands, such as UTC® and Rosy®. We also produce, distribute and market prepared fruits and vegetables, juices, beverages and snacks under the Del Monte® brand, as well as other proprietary brands, such as Just Juice®, Fruitini®, Pinkglow®, Del Monte Zero™, Honeyglow®,Honey Miniglow®, Bananinis®, and other regional trademarks in Europe, Africa and the Middle East. We also distribute under the Mann Packing family of brands in North America including Mann™, Mann's Logo™, Arcadian Harvest®, Nourish Bowls®, Broccolini®, Caulilini®, Better Burger Leaf® and Romaleaf®.

Our distribution centers and fresh-cut facilities address the growing demand from supermarket chains, club stores, convenience stores, foodservice providers, mass merchandisers and independent grocers to provide value-added services, including the preparation of fresh-cut produce, ripening, customized sorting and packing, just-in-time and direct-store-delivery and in-store merchandising and promotional support. Large national and global chains are increasingly choosing fewer suppliers who can serve all of their needs on a national basis. We believe that there is a significant opportunity for a company like ours with a full fresh and fresh-cut produce line, well-recognized brands, a consistent supply of quality produce and a global distribution network to become the preferred supplier to these large retail, convenience store, and foodservice customers. We strive to expand this status by increasing our leading position in fresh-cut produce, expanding our fresh fruit and vegetable business, continuing to grow these value-added products and diversifying our other fresh produce selections.

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Sourcing and Production

A graphic depicting our geographic sales and sourcing operations is shown below.

We source our fresh produce products primarily from Central and South America, North America, and the Philippines, and our prepared food products from Africa, Europe, and the Middle East. We also produce, market and distribute certain prepared food products in North America based on our agreement with Del Monte Pacific Limited and its subsidiary Del Monte Foods, Inc.

Our products are sourced from company-controlled operations and through supply contracts with independent producers. In 2022, 49% of the fresh produce we sold was grown on company-controlled farms and the remaining 51% was acquired primarily through supply contracts with independent growers. Costa Rica is our most significant sourcing location representing approximately 35% of our total sales volume of fresh produce products and where 35% of our property, plant and equipment was located in 2022.

Fresh and value-added products

Our fresh and value-added products segment includes sales of the following product categories:

Fresh-cut produce (fresh-cut fruit and fresh-cut vegetables)

Our fresh-cut produce sales in 2022 represented 20% of our total net sales. Our largest selling market for our fresh-cut products is North America, where 72% of our fresh-cut fruit sales and 84% of our fresh-cut vegetable sales were located in 2022. We also sell fresh-cut products in Europe, Asia, and the Middle East.

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We believe that the fresh-cut produce market continues to be one of the fastest-growing categories in the fresh produce industry, largely due to consumer trends favoring healthy, fresh and conveniently packaged ready-to-eat foods. While packaged salads continue to lead the category of fresh-cut produce sales, the category has expanded significantly to include pineapples, melons, mangoes, grapes, citrus and assorted vegetable produce items that are washed, cut and packaged in a ready-to-use form. Within this market, we believe that there is differentiation between companies active primarily in the packaged salad market and other companies, like us, that can offer a wide variety of value-added conventional and organic fresh-cut fruit and vegetable items.

Our fresh-cut fruit products include pineapples, melons, grapes, citrus, apples, mangoes, kiwis and other fruit items. We believe that our experience in this market coupled with our sourcing and logistics capabilities and the Del Monte® brand have enabled us to become a leading supplier of fresh-cut fruit to the supermarket, convenience and club store channels in the United States.

Our offerings in North America also include a broad variety of fresh and fresh-cut vegetable products since our acquisition of Mann Packing in 2018. During 2022, we completed our integration of Mann Packing, providing the business with full access to our North America resources and logistics network. We believe the completed integration will allow us to leverage our existing distribution network and infrastructure to expand the market reach of our Mann Packing family of products, while enhancing our ability to better serve our combined customers and address consumers' needs for healthier foods.

The majority of fresh-cut produce is sold to consumers through retail and club store settings, as well as non-conventional settings such as e-commerce, convenience stores, and airports. We believe that outsourcing by food retailers will increase, particularly as food safety regulations become more stringent and retailers demand more value-added services. We believe that this trend should benefit large branded suppliers like us, who are better positioned to invest in state-of-the-art fresh-cut facilities and food safety systems and to service regional, national and global chains and foodservice operators, as well as supercenters, mass merchandisers, club stores and convenience stores. We also believe that large branded suppliers benefit from merchandising, branding and other marketing strategies for fresh-cut products, similar to those used for branded processed food products, which depend substantially on product differentiation.

The fruit we use in our fresh-cut operations are sourced within our integrated system of company-controlled farms and from GAP-certified (good agricultural practices) independent growers. We purchase our vegetables for these purposes from independent growers principally in the United States and Mexico. Our purchase contracts for both fruit and vegetables are typically short-term and vary by produce item.

Pineapples

We believe that we are the leading marketer of fresh pineapples in the United States and a leading marketer worldwide based on internally generated data. Our pineapple net sales in 2022 represented 13% of our total net sales, and were primarily concentrated in North America (accounting for 60% of our total pineapple sales), followed by Europe (21%), Asia (13%), and the Middle East (6%).

Our Del Monte Gold® Extra Sweet pineapple, which was launched in 1996 as a then-new variety, has an enhanced taste, golden shell color, and bright yellow flesh and has replaced other traditional pineapple varieties in popularity and demand. The production and sale of premium pineapples in the market has also led to increased competition. In recent years, we have continued our efforts to diversify our product lines, including with the launch of our proprietary Pinkglow® pineapple in 2020 and with the relaunch of our Honeyglow® pineapple in 2021. In 2022, as a further showcase of our diverse product line in the pineapple space, we announced the launch of our Del Monte Zero™ carbon neutral pineapple, which provides consumers with a unique opportunity to support climate-conscious produce. This new pineapple variety, which we expect to launch in North America and select European markets in 2023, is grown in Costa Rica and has been certified as sustainably grown by a third-party certification body.

Pineapples are grown in tropical and sub-tropical locations. The principal production and procurement areas for our pineapples are Costa Rica, the Philippines, and Kenya.

Pineapples have a long growing cycle of 18 months, and require re-cultivation after one to two harvests. Growing pineapple requires a higher level of capital investment, as well as greater agricultural expertise as compared to bananas. Given the complexity of pineapple cultivation relative to our bananas, a higher percentage of the fresh pineapples we sell (79% by volume in 2022) is produced on company-controlled farms.

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Avocados

Avocado net sales represented 7% of our total net sales during 2022. Avocados are one of the fastest growing produce items in the United States. According to a USDA report, the quantity of avocados available per person, a proxy for consumption, has tripled over the past two decades. Additionally, publications by The Packer over the most recent three years indicate that an average of approximately 26% of consumers in the U.S. purchased avocados over the same time period.

In 2021, we announced the arrival of our Goodvocado avocados, a pack of various sized avocados that naturally range from small to large, and that allow consumers to customize their use of avocados and discover new ways to incorporate them into their everyday cuisine. During 2022, we continued our efforts in the area of avocado predictability, combining the use of artificial intelligence and our data library to develop technology that can predict avocado pricing.

Our avocados are sourced principally from Mexico where we have our own sourcing operations and sorting and packing facility, ensuring a consistent supply of high-quality avocados year-round. We also obtain our supply of avocados from independent growers in the United States and Peru.

Prepared Foods

We have a royalty-free, perpetual license to use the Del Monte® trademark in connection with the production, manufacture, sale and distribution of prepared food, including beverages, in over 100 countries throughout Europe, Africa, the Middle East and certain Central Asian countries. We can also produce, market and distribute certain prepared food products in North America based on our agreement with Del Monte Pacific. The Del Monte® brand has a reputation with both consumers and retailers for value, quality and reliability and is considered a premier brand in many Western European markets. In addition to under the Del Monte® label, our prepared food products are also sold under the buyers’ own label for major retailers.

Our prepared food products include prepared pineapple, peaches, fruit cocktail, pears, tomatoes, and other fruits and vegetables, as well as fruit juices, various meals and snacks, and industrial products such as fruit in the form of purees, pulps and concentrates for further processing. In North America, we also produce and market an array of prepared vegetable offerings such as vegetable trays with dip, Nourish Bowls® and most recently, ready-to-use veggie kits created for air fryers.

Our prepared pineapple products are primarily sourced from our facility in Kenya while our prepared deciduous and tomato products are primarily sourced from our facility in Greece and from independent producers. We expect to continue investing in new product development to increase revenue and maintain market leadership in our prepared foods category.

Banana

Bananas are the leading internationally traded fresh fruit in terms of volume and dollar sales and one of the best-selling fresh fruits in the United States. According to a 2022 publication by The Packer, bananas were the most popular item in the produce department, purchased by 63% of consumers in the U.S. over the past twelve months.

We believe that we are the third-largest marketer of bananas in the United States and a leading marketer in other markets worldwide, based on internally generated data. Our banana net sales in 2022 represented 37% of our total net sales, and were primarily concentrated in North America (accounting for 51% of our total banana sales), followed by Europe (21%), Asia (18%), and the Middle East (9%). Our ability to provide our customers with a year-round supply of high-quality Del Monte® bananas is important to maintaining our existing customer relationships and attracting new customers. Our position as a volume shipper of bananas has also allowed us to make regular shipments of a wide array of other fresh produce, such as pineapples, melons and plantains, and has enabled us to expand our third-party ocean freight services, thereby reducing our average per-box logistics costs and maintaining higher quality produce with a longer shelf life.

Bananas have a relatively short growing cycle and are grown in tropical locations with humid climates and heavy rainfall, such as Central and South America, the Caribbean, Asia and Africa. Bananas are grown throughout the year in these locations, although demand and prices fluctuate based on the relative supply of bananas and the availability of seasonal and alternative fruit.

We produce bananas on company-controlled farms in Costa Rica, Guatemala, the Philippines, Panama and Brazil, and we purchase bananas from independent growers in Guatemala, the Philippines, Ecuador, and Colombia. In 2022, we produced approximately 45% of the banana volume we sold on company-controlled farms, and we purchased the remainder from independent growers. Although our supply contracts are primarily long-term, we also make purchases in the spot market,

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primarily in Ecuador. In Ecuador and Costa Rica, there are minimum export prices for the sale of bananas which are established and reviewed on a periodic basis by the respective governments.

In the Philippines, we purchase the majority of our bananas through long-term contracts with independent growers. Approximately 75% of our Philippine-sourced bananas are supplied by one grower, representing 11% of the Philippines banana industry volume in 2022. In the Philippines, we have leased approximately 4,200 hectares of land where we have planted approximately 3,450 hectares of bananas for the Asia and the Middle East markets.

Additionally, in early 2023 we announced a multi-year collaboration agreement with a UAE-based firm to launch banana operations in Somalia for purposes of supplying our Middle East and North Africa markets beginning in 2024. During the late 1980s and early 1990s, Somalia was a main hub for banana exports to these regions.

Other Products and Services

Included in our other products and services segment is our third-party freight and logistic services business and our Jordanian poultry and meats business.

Our third-party freight and logistic services business leverages our supply chain assets, including our shipping vessels, warehouses and cold storage infrastructure as part of our efforts to expand our portfolio of services. Our third-party ocean freight services business, which we rebranded as “Network Shipping” during 2022, operates as a hybrid shipping line/cargo owner and seeks to offer customers flexible and dependable access to routes between Costa Rica, Ecuador, Guatemala, Peru and the U.S. Building upon our six refrigerated container vessels, which were delivered in 2020 and 2021, has allowed us to continue expanding this ancillary business, and has provided meaningful contribution to our profitability in 2022 which we expect to continue in future periods. The business began by allowing us to optimize the excess capacity on our ships’ outbound and return voyages to and from our product sourcing locations as a way to generate incremental revenue and reduce our overall shipping costs. However, we have now opened agencies in the U.S., Guatemala, Costa Rica, Ecuador and Peru to support the expansion of this business and better serve our customers, including by enabling better end-to-end solutions such as cold storage services at port locations and cross-docking services in addition to our ocean freight services.

In addition, during 2022 we announced a range of new logistic services in North America, including inland freight, cross-docking, cold storage and warehousing services in an effort to further leverage our supply chain network within the region and optimize the productivity of our assets.

Our Jordanian poultry and meats business includes a vertically integrated poultry business, including poultry farms, hatcheries, a feed mill, a slaughterhouse and a meat processing plant.

Logistics Operations

We conduct complex logistics operations on a global basis, transporting our products from the countries in which they are grown to the many markets in which they are sold worldwide. Maintaining fresh produce at the appropriate temperature is an important factor in preventing premature ripening and optimizing product quality and freshness. Consistent with our reputation for high-quality fresh produce, we must preserve our fresh produce in a continuous temperature-controlled environment, from the harvest through its distribution.

We have an integrated logistics network, which includes land and sea transportation through a broad range of refrigerated environments in ships, port facilities, containers, trucks and warehouses. Our logistics system is supported by various information systems. Our objective is to maximize use of our logistics network to lower our average per-box logistics cost, while remaining sufficiently flexible to redeploy capacity or shipments to meet fluctuations in demand in our key markets. Because logistics costs are also our largest expense other than our cost of products, we devote substantial resources to optimizing our logistics network.

As of the year ended 2022, we transported our fresh produce to markets using our fleet of one chartered and twelve owned ships, and operated four port facilities in the United States. We operated 42 distribution centers globally, generally with cold storage and banana ripening facilities in our key markets worldwide, including the United States, Canada, South Korea, the United Arab Emirates, Saudi Arabia and Hong Kong. We also operated 25 fresh-cut facilities in the United States, the United Kingdom, Japan, South Korea, the United Arab Emirates, Kuwait, and Saudi Arabia, some of which are located within our distribution centers. In addition, we own or lease other related equipment, including approximately 355 trucks and refrigerated trailers used to transport our fresh produce in the United States. In the Middle East, we own or lease approximately 154 trucks used to deliver fresh produce and prepared food products to customers.

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As discussed above, we transport our fresh produce using our fleet of one chartered refrigerated ship and twelve owned ships. We also transport our products to destinations around the world using third-party container lines that cover destinations that we do not service directly with our own fleet. Included in our twelve owned ships are the six refrigerated container ships that we received in 2020 and 2021. These fuel-efficient vessels have allowed us to continue generating logistics cost savings, expanding our third-party ocean freight business, and ensuring the freshness and quality of our products. We also operate a fleet of approximately 11,000 refrigerated containers.

We believe that our control of the logistics process is a competitive advantage, including from a sales and marketing perspective. For example, because we are able to maintain the quality of our fresh produce in a continuous temperature-controlled environment, we are under less pressure to fully sell a shipment prior to its arrival at port. This allows us to manage the timing of our sales to optimize our margins. Our ability to off-load shipments for cold storage and distribution throughout our network also improves ship utilization by minimizing in-port docking time. In addition, our logistics network enables us to continuously monitor and maintain the quality of our produce, ensure timely and regular distribution to customers on a year-round basis, and manage our inventory among distribution centers, as needed, to effectively respond to changes in market demand.

Sales and Marketing

The Del Monte® brand has been used to identify premium produce products for over 125 years and is recognized by consumers worldwide for quality, freshness and reliability. We employ a variety of marketing tools, including but not limited to advertising, public relations and promotions to reinforce our brand equity with consumers and the trade. Depending on the product and market, we also provide technical, logistical and merchandising support aimed at safeguarding the superior quality of our products to the ultimate consumer. Our sales and marketing activities are conducted by our sales force located at our sales offices worldwide and at each of our distribution centers. Our commercial efforts are supported by marketing professionals located in key markets and regional offices. A key element of our sales and marketing strategy is to use our distribution centers and fresh-cut facilities to provide value-added services to our customers. We actively support our customers through technical training in the handling of fresh produce, category management, in-store merchandising support, joint promotional activities, market research and inventory and other logistical support.

The level of marketing investment necessary to support the prepared food business is significantly higher than that required for the fresh produce and fresh-cut fruit and vegetable business. We use a variety of promotional tools to build the Del Monte® brand and engage consumers in key markets in Europe, Africa and the Middle East. In certain European markets, we use distributors to perform product distribution, sales and marketing activities for the prepared food business. Under these distribution agreements, the sales, warehousing, logistics, marketing and promotion functions are all performed by the distributor. This strategy of utilizing independent distributors enables us to reduce distribution, sales and marketing expenses while allowing us to penetrate additional markets.

During 2022, one customer, Walmart, Inc. (including its affiliates), accounted for approximately 8% of our total net sales. These sales are reported in our banana and fresh and value-added products segments. No customer accounted for 10% or more of our net sales in 2022. In 2022, our top 10 customers accounted for approximately 29% of our net sales.

North America

In 2022, 61% of our net sales were in North America where we have established a highly integrated sales and marketing network that builds on our ability to control transportation and distribution throughout our extensive logistics network. We operate a total of 27 distribution centers and fresh-cut facilities within North America. Our distribution centers have ripening capabilities and/or other value-added services. Within North America we also operate four port facilities, which include cold storage capabilities, and own an avocado packing facility in Uruapan, Mexico.

We have sales professionals in locations throughout the United States and Canada. We sell to leading grocery stores and other retail chains, wholesalers, mass merchandisers, supercenters, foodservice operators, club stores, convenience stores and distributors in North America. These large customers typically take delivery of our products at the port facilities, which we refer to as FOB delivery. We also service these customers, as well as an increasing number of smaller regional chains and independent grocers, through our distribution centers.

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Europe

In 2022, 17% of our net sales were in Europe where we distribute our fresh produce and prepared food products. Our fresh produce products are distributed to leading retail chains, smaller regional customers as well as to wholesalers and distributors through direct sales and distribution centers. In the United Kingdom, we have a sales office in Staines, England and operate a fresh-cut facility in Wisbech, England. In France, since late 2021, we have outsourced our fresh-cut production and banana ripening activities to third-parties, while our sales and marketing function is performed internally. Similarly, in Germany, our sales and marketing function is performed internally and our ripening operations were outsourced to a service provider beginning in 2022. In the Netherlands, Spain, Portugal, Italy and Poland, we have sales and marketing entities that perform direct sales of our fresh produce products.

Our prepared food products are distributed through independent distributors throughout most of Europe. In the United Kingdom, our prepared food products are distributed using a combination of both independent distributors and our own marketing entity. Our prepared food activity in Germany and France has been performed via direct sales to the retail channel through our own sales and marketing entity.

Middle East and North Africa

In 2022, 10% of our net sales were in the Middle East and North Africa. In this region, we distribute our products through independent distributors and company-operated distribution facilities.

Our leased distribution and manufacturing center in Dubai, United Arab Emirates (“UAE”) has just-in-time delivery capabilities and includes fresh-cut fruit and vegetable operations, an ultra-fresh juice manufacturing operation and prepared food distribution. In Saudi Arabia, through our 60%-owned joint venture, we owned two distribution centers as of December 30, 2022 with banana ripening, cold storage facilities, fresh-cut fruit, vegetable and salad operations, and prepared food manufacturing of frozen potatoes, ultra-fresh juices, and freshly prepared sandwiches. One of the distribution centers is located in Riyadh, the capital city of Saudi Arabia, and the other distribution center is located in Jeddah, the second largest city in the country. During the first quarter of 2023, we entered into a sale and purchase agreement to sell these two distribution centers, and related assets, for a total purchase price of $67.6 million. Contemporaneously with the execution of the sale and purchase agreement, we entered into an operating lease agreement in which we leased back a portion of the facilities where we will continue our fresh-cut fruit, vegetable, salad, and prepared food manufacturing operations. Beginning in 2023, our fresh produce products in Saudi Arabia will be distributed using an independent distributor.

In the UAE and in Saudi Arabia, we also distribute our products using our own innovative retail concept through our Food and Beverage (F&B) stores. These F&B stores are small retail kiosks selling our fresh-cut produce, juice and other prepared food products and are strategically located in airports, schools, hospitals and inside hyper-markets.

In Jordan, we own a vertically integrated poultry business including poultry farms, hatcheries, a feed mill, a slaughterhouse and a meat processing plant. As part of our vertical integration and expansion strategy in this region, we developed a 10 hectare ultra-modern hydroponic greenhouse in Jordan to supply lettuce to our fresh-cut facilities, and where we also have a fresh-cut processing center for supplying lettuce to the Jordan market. We have one F&B store in this country.

In Qatar, we have a sales and marketing office to serve the expanding brand presence in the country and an F&B store located at the Doha airport. In Turkey, our sales office located in Mersin is responsible for sourcing various types of fruit serving our units across the region in addition to selling and distributing a range of prepared food products to distributors. We have an F&B store in Kuwait in addition to a leased facility to service the Kuwaiti market with our fresh produce products and fresh-cut fruit, fresh-cut vegetables and salads. In Tunisia, we have an office giving us presence in the North Africa region, which imports fresh produce products to sell in the local market. We also have an office in Morocco, which distributes our products locally and exports locally-sourced fresh produce, allowing us to further expand our coverage in the North Africa Region. We believe that the Middle East, North Africa and Central Asian countries represent an area for sales growth and development of our fresh and prepared food products. Utilizing our extensive knowledge of this region, we plan to continue capitalizing on this opportunity with increased focus in these markets.

Asia

In 2022, 10% of our net sales were in Asia. We distribute our products in Asia through direct marketing and large distributors. Our principal markets in this region are Japan, South Korea, mainland China and Hong Kong.

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•In Japan, we distributed 100% of the products we sold in 2022 through our own direct sales and marketing organization and we operate three fresh-cut facilities. Our products are distributed from four distribution centers located at strategic ports in Japan, which include cold storage.

•In South Korea and Hong Kong, we engage in direct sales and marketing activities. In South Korea, we have three distribution centers that utilize advanced ripening technology and which increase our ability to offer value-added services to our customers. In South Korea, we also operate a fresh-cut fruit and vegetable facility from which we supply major foodservice customers. In Hong Kong, we have one distribution and banana ripening center.

•In other Asian markets, including mainland China, we sell to local distributors.

Quality Assurance

To ensure the consistent high quality of our products, we have quality assurance operations placed throughout our global operations under the direction of our corporate quality assurance team. This quality assurance team maintains and enforces detailed quality specifications for all our products so that they meet or exceed our high quality standards and any applicable regulatory requirements. Our specifications require extensive sampling of our fresh produce at each stage of the production and distribution process using external appearance, internal quality, size, color, porosity, translucency, sweetness and other criteria. Our goal is that only fresh produce meeting our stringent quality specifications is sold under the Del Monte® and Mann™ brands.

We are able to maintain the high quality of our products by growing a substantial portion of our own produce and working closely with our independent growers. We insist that all produce supplied by our independent growers meet the same stringent quality requirements as the produce grown on our farms. Accordingly, we monitor our independent growers to ensure that their produce will meet our agricultural and quality control standards, offer technical assistance on certain aspects of production and packing and, in some cases, manage the farms. The quality assurance process begins on the farms and continues as harvested products enter our packing facilities. Where appropriate, we cool the fresh produce at our packing facilities to maximize quality and optimize shelf life.

As an indication of our worldwide commitment to quality, food safety, and sustainability, many of our operations are third party certified in globally recognized standards developed for the safe and sustainable production and distribution of quality foods. These standards include the International Organization for Standardization’s ISO 22000 (FSSC 22000) and the Global Food Safety (GFS) Initiative benchmarked standards of Primus GFS, Global G.A.P, and we are in compliance with all components of the Food and Drug Administration's (FDA) Food Safety Modernization Act. All of our operations that produce or handle high risk foods (tomatoes, melons or leafy greens) apply Hazard Analysis & Critical Control Points (“HACCP”) principles. HACCP is a management system in which food safety is addressed through the analysis and control of biological, chemical and physical hazard from raw material production, procurement and handling, to manufacturing, distribution and consumption of the finished product. Our certification also includes SCS Global Services’ Sustainably Grown Certified and the Sustainable Agriculture Network’s Rain Forest Alliance for sustainable agriculture and food production. Additionally, our Costa Rica Banana operation has been certified as Carbon Neutral by SCS Global Services since 2015, and our Costa Rica pineapple operation was recently certified as well. Taken together, these certifications reflect our commitment to quality and the strictest standards of food safety.

Competition

The global fresh produce industry is a highly competitive business, and the effect of competition is intensified because of the perishable nature of the products. We compete based on a variety of factors, including price, overall product quality, brand recognition and customer loyalty, reliability and consistency, effectiveness of marketing and promotional activity, and the ability to identify and satisfy evolving consumer preferences. Our sales are also affected by the availability of seasonal and alternative produce. While historically our main competitors have been multinational banana and pineapple producers, our diversified range of product offerings has resulted in additional competition from a variety of companies. These companies include local and regional producers and distributors in each of our fresh produce and fresh-cut product categories.

The extent of competition varies by product. In the banana market, we continue to face competition from a limited number of large multinational companies. At times, particularly when demand is greater than supply, we also face competition from a large number of relatively small banana producers. Unlike the pineapple market, there are few barriers to entry into the banana market. Supplies of bananas can be increased relatively quickly due to bananas having a short growing cycle and the limited capital investment required for banana growing. As a result of changes in supply and demand, plus seasonal factors, banana prices fluctuate significantly.

In the pineapple category, we believe that the high degree of capital investment and cultivation expertise required, as well as the longer length of the growing cycle, makes it relatively difficult to enter the market. Our primary competitors in this category are

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large multinational producers, as well as smaller exporters and importers. Our profitability has depended significantly on the sale of our Del Monte Gold® Extra Sweet pineapples.

The fresh-cut produce market is highly fragmented, and we compete with a wide variety of local and regional distributors of branded and unbranded fresh-cut produce and, in the case of certain fresh-cut vegetables, a small number of large, branded producers and distributors. However, we believe that our principal competitive opportunity is to capitalize on the growing trend of retail chains and independent grocers to outsource their own on-premises fresh-cut operations. We believe that our sales strategy, which emphasizes not only our existing sources of fresh produce, but also a full range of value-added services, strict compliance with food safety standards and our national distribution capability, positions us to increase our share of this market.

The prepared food products market is mature and characterized by high levels of competition and consumer awareness. Consumer choices are driven by price and/or quality. Large retailers with their “buyers own label” (“BOL”) products appeal to price-conscious consumers, while brand names are the key differentiator for quality-focused consumers. In the prepared food markets in Europe, Africa, North America, and the Middle East, we compete with various local producers, large retailers with their BOL products, and large international branded companies. It is in the branded section that our prepared food products, specifically canned fruit and pineapple in many European countries, hold a leading market position. The mature state of the market in Western Europe, together with the strength and sophistication of the large retailers there, account in part for the increasing presence of BOL products in many food and beverage categories. In order to reduce our costs and increase our competitiveness in the prepared foods business, particularly in Europe, we use distributors in certain key European markets to perform product distribution and sales and marketing activities. Under these arrangements, the sales, warehousing, logistics, marketing and promotion functions are all performed by the distributor.

Government Regulation

As a producer and distributor of food products, we are subject to extensive government laws and regulations in the jurisdictions where our produce is grown, where our facilities are located and where our products are distributed. We have internal policies and procedures to comply with the most stringent regulations applicable to our products, as well as a technical staff to monitor pesticide usage and compliance with applicable laws and regulations. We believe we are in material compliance with these laws and regulations.

The countries in which we market a material amount of our products are the United States, the countries of the EU, Japan, South Korea, and Saudi Arabia. The government regulations we are subject to include:

•sanitary regulations, particularly in the United States and the EU;

•regulations governing pesticide use in all source countries and residue standards in all market countries, particularly in the United States, Germany, Japan and South Korea;

•ongoing Endocrine Disruptor Assessment programs in the EU and United States which may potentially impact availability, use and residue tolerance of some pesticides; and

•regulations governing safety, traceability, packaging, and labeling, particularly in the United States where we are subject to the Federal Food, Drug, and Cosmetic Act and the Food Safety Modernization Act, and in the EU, where food safety policy is governed by the Farm to Fork Strategy which regulates food safety at all stages of the production and distribution process for all food products marketed within the EU, whether produced within the EU or imported from other countries. For further information about these regulations, please refer to the discussion in Item 1A. Risk Factors, “We are subject to regulations concerning food safety and protection of health and the environment.”

We believe there has been an increasing emphasis on food safety issues on the part of consumers, as well as retailers, wholesalers, distributors and foodservice operators, which could result in our business and operations being subject to increasingly stringent food safety regulations or guidelines.

Environmental Regulations

The management, use and disposal of some chemicals and pesticides are inherent aspects of our production operations. These activities and other aspects of production are subject to various environmental laws and regulations, depending upon the country of operation. In addition, in some countries of operation, environmental laws can require the investigation and, if necessary, remediation of contamination related to past or current operations. We are not a party to any dispute or legal proceeding relating to environmental matters where we believe that the risk associated with the dispute or legal proceeding

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would be material, except as described in Note 16, “Commitments and Contingencies” to the Consolidated Financial Statements included in Item 8. Financial Statements and Supplementary Data.

In 1980, elevated levels of certain chemicals were detected in the soil and ground-water at a plantation leased by one of our U.S. subsidiaries in Oahu, Hawaii. For further information, see Note 16, “Commitments and Contingencies” to the Consolidated Financial Statements included in Item 8. Financial Statements and Supplementary Data.

Research and Development, Patents and Licenses, Etc.

Our research and development programs have led to improvements in agricultural and growing practices, as well as product packaging and technology. These programs are directed mainly at reducing the cost and risk of pesticides, using natural biological agents to control pests and diseases, testing new varieties of our principal fruit varieties for improved crop yield and resistance to diseases, and improving post-harvest handling. We have been seeking to increase the productivity of low-grade soils for improved banana growth and experimenting with various other types of fresh produce. Our research and development efforts are conducted by our staff of professionals and include studies conducted in laboratories, as well as on-site field analysis and experiments. We have research teams directing or actively involved in the development of new fruit varieties in the United States, Costa Rica, and Brazil.

Some of the research and development projects include:

•the development of the Del Monte Gold® Extra Sweet pineapple and other pineapple and melon varieties, including our proprietary Pinkglow® pineapple and the patented Vintage Ruby™ pineapple

•improved irrigation methods and soil preparation for melon planting

In addition, during fiscal 2021, we announced a partnership with Queensland University of Technology, located in Brisbane, Australia, to lead innovation toward the development of disease-resistant bananas. The partnership will help to develop bananas that are resistant to Tropical Race 4 (TR4), a serious vascular crop disease that affects one of our principal products, the Cavendish variety of bananas.

We have the exclusive right to use the Del Monte® brand for fresh fruit, fresh vegetables and other fresh and fresh-cut produce and certain other specified products on a royalty-free basis under a worldwide, perpetual license from Del Monte Corporation, an unaffiliated company that owns the Del Monte® trademark. Del Monte Corporation and several other unaffiliated companies manufacture, distribute and sell under the Del Monte® brand canned or processed fruit, vegetables and other produce, as well as dried fruit, snacks and other products. Our licenses allow us to use the trademark “Del Monte®” and the words “Del Monte®” in association with any design or logotype associated with the brand. The licenses also give us certain other trademarks and trademark rights, on or in connection with the production, manufacture, sale and distribution of fresh fruit, fresh vegetables, other fresh produce and certain other specified products. In addition, the licenses allow us to use certain patents and trade secrets in connection with the production, manufacture, sale and distribution of our fresh fruit, fresh vegetables, other fresh produce and certain other specified products.

We have a royalty-free perpetual license to use the Del Monte® trademark in connection with the production, manufacture, sale and distribution of all food and beverage products in Europe, Africa, and the Middle East and certain Central Asian countries. We can also produce, market and distribute certain prepared food products in North America based on an agreement with Del Monte Pacific utilizing the Del Monte® brand.

We sell produce under several other brands for which we have obtained registered trademarks, including UTC®, Rosy®, Just Juice®, Fruitini® and other regional brands.

We also sell products under the Mann Packing family of brands including Mann™, Mann's Logo™, Arcadian Harvest®, Nourish Bowls®, Broccolini®, Caulilini®, Better Burger Leaf® and Romaleaf®.

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Seasonality

Due to seasonal sales price fluctuations, we have historically realized a greater portion of our net sales and of our gross profit during the first two calendar quarters of the year. The sales price of any fresh produce item fluctuates throughout the year due to the supply of and demand for that particular item, as well as the pricing and availability of other fresh produce items, many of which are seasonal in nature. For example, the production of bananas is continuous throughout the year and production is usually higher in the second half of the year, when the demand for bananas varies because of the availability of other fruit. As a result, demand for bananas is seasonal and generally results in higher sales prices during the first six months of the calendar year. We make most of our sales of non-tropical fruit from October to May.

These seasonal fluctuations are illustrated in the table below, which presents certain unaudited quarterly financial information for the periods indicated. However, the impact of seasonality on our financial results was atypical during fiscal year 2022, particularly in our banana segment, where current market conditions led to a more significant portion of our gross profit being generated in the second half of the year when compared with historical results. Specifically, banana gross profit in the third and fourth quarters of 2022 was positively impacted by higher per unit sales prices when compared to those typically realized during those quarters. The higher per unit sales prices were driven by a combination of factors including inflation-justified price increases, fuel and freight surcharges within certain of our contracts, strategic sourcing decisions in response to market conditions which reduced excess volume, and atypical seasonally low industry supply in certain markets.


	Year ended
	December 30, 2022		December 31, 2021
Net sales:
First quarter	$	1,136.9	$	1,088.3
Second quarter	1,211.9		1,141.6
Third quarter	1,053.5		1,004.8
Fourth quarter	1,040.0		1,017.3
Total	$	4,442.3	$	4,252.0
Gross profit:
First quarter	$	89.8	$	105.0
Second quarter	80.7		110.0
Third quarter	88.0		48.9
Fourth quarter	81.7		39.8
Total*	$	340.2	$	303.8

*Due to rounding, the sum of the quarterly amounts may not equal the reported amounts for the full year.

Human Capital Management

We believe in nurturing people, from consumers eating our products to our employees, suppliers, customers and the communities in which we live and work.

Employees

Our employees are our greatest asset and are directly responsible for our success in delivering fresh, quality products to consumers. Our current workforce is comprised of approximately 6,920 full-time, salaried employees and 22,248 full-time, hourly employees. Additionally, we employ over 10,900 seasonal, hourly employees, who enable us to pack our in-season fruits and vegetables. Approximately 80% of our workforce is employed in production locations. We provide our employees with competitive fixed and/or variable pay, and for eligible employees, we currently provide access to health and retirement benefits. In each of our regions, we work with local officials to calculate fair wages for our team members. We are competitive with local practices; on average, we pay above minimum wage at our farms in Central America, Kenya, and the Philippines.

Diversity and Inclusion

We strive to foster a culture of diversity and inclusion (“D&I”) so all employees feel respected and no employee feels discriminated against. We are proud of the diversity throughout our organization and especially in our leadership team, of which 59% identify as Hispanic, 33% identify as Middle Eastern, and 8% identify as Caucasian. We embrace diversity

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throughout our company as we have employees across multiple generations and many different backgrounds. In 2019, we launched an internal diversity audit to better understand diversity, equity and inclusion within our organization. As a result of feedback from our 2020 diversity survey, in 2021, we added two new female members to our board of directors. During 2021, a formal council comprised of senior leadership worked to connect our D&I efforts with our overall business strategy to communicate our goals, develop mechanisms to achieve those goals and track our progress. We believe a diverse workforce fosters innovation and cultivates an environment of unique perspectives. As a result, D&I help us meet the needs of our customers around the world.

Engagement and Opportunities

Evolving our culture to increase employee engagement and productivity is a primary focus of our strategic plan as we believe an engaged workforce leads to a more innovative, productive and profitable company. Our employees are supported with training and development opportunities to pursue their careers and support compliance with our policies. We also utilize a centralized employee intranet to reach out to employees and allow them to stay connected, remain informed and communicate their thoughts and values.

Health

We support the health and well-being of our employees by offering health care benefits. While these benefits vary across our different regions, we are competitive with local practices. We take a proactive approach to the health and well-being of our communities by contributing to the development of health services and infrastructure. We also support many local organizations and initiatives that promote healthy and active lifestyles, and sponsor local sports teams and organizations throughout our regions.

Safety

We are committed to building a culture of safety with the goal of zero incidents. We enforce our Supplier Code of Conduct so that our suppliers uphold these standards and eliminate labor violations in our supply chain. We require that our key third-party suppliers are certified against Global Food and Safety Initiative benchmarked standards or other standards needed to support the safety of their products. We are also supporting innovations to enhance soils, crop yields and resiliency to strengthen our farmers’ livelihoods.

Community Outreach

In our communities around the world, we create more than just jobs; we increase access to healthcare and education, help develop infrastructure, contribute to reducing food insecurity and support resiliency and recovery when natural disasters occur. We recognize that each community has unique needs, challenges and cultures, so we work with these communities individually through local organizations and governments, to help develop initiatives that address some of their biggest challenges. Our goal for these programs is to support and foster lasting change. Although we prioritize a “bottom-up” approach that gives our operating regions the responsibility for responding to the specific issues of local concern, our Community Fresh Team steers our community outreach strategy with a focus on five key pillars: (1) access to healthcare, (2) education, (3) clean water and related infrastructure, (4) disaster relief, and (5) ending hunger and providing access to healthy foods.

Globally, we launch and support a variety of projects each year, from providing clean water, to funding schools, to planting trees. We work together with our team members and communities to tackle the issues they face in each of the regions we are proud to call home and are committed to doing all that we can to preserve, protect and grow programs and infrastructure that help them thrive. Our efforts, to date, include:

•Planting and donating more than 1.6 million trees in our operations and our communities;

•Supporting 35,000 students and adult learners with educational opportunities since 2018;

•Aiding in sanitation and health efforts across the globe, including recently supporting COVID-19 vaccination efforts in Kenya, Guatemala, and Costa Rica; and

•Donating resources to install electrical meters in Kenya which provided daytime electricity access to more than 1,800 housing units in the community.

Workforce Governance

Our Board of Directors currently oversees all human capital resources. Our Governance Committee currently oversees our policies and programs related to sustainability, risk management, corporate social responsibility and the environment. Additionally, our Compensation Committee is dedicated to carrying out incentive programs and working with our employees to

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strategically align talent within the Company. Within our Compensation Committee, our Chief Human Resources Officer is responsible for advising and providing insight to best practices regarding human resource issues.

Availability of Reports and Additional Information

Our legal name is Fresh Del Monte Produce Inc., and we use the commercial name Del Monte Fresh Produce. We are an exempted holding company, incorporated under the laws of the Cayman Islands on August 29, 1996. At December 30, 2022, the close of our most recent fiscal year, members of the Abu-Ghazaleh family directly owned approximately 29.1% of our outstanding Ordinary Shares.

Our principal executive office is located at P.O. Box 698, 4th Floor, Apollo House, 87 Mary Street, George Town, Grand Cayman, KY1-1107, Cayman Islands. The address of our U.S. executive office is c/o Del Monte Fresh Produce Company, 241 Sevilla Avenue, Coral Gables, Florida 33134. Our telephone number at our U.S. executive office is (305) 520-8400. Our Internet address is www.freshdelmonte.com. We make available, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements on Schedule 14A and amendments to those materials filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), on our website under “Investor Relations - SEC Filings,” as soon as reasonably practicable after we file electronically such material with, or furnish it to, the United States Securities and Exchange Commission (the “Commission”). Information on our website is not a part of this Report on Form 10-K. Copies of our annual report may be obtained, free of charge, upon written request to Attention: Investor Relations, c/o Del Monte Fresh Produce Company, 241 Sevilla Avenue, Coral Gables, Florida 33134.

The volume data included in this annual report has been obtained from our records. Except for volume data for Fresh Del Monte, the market share, volume and consumption data contained in this annual report have been compiled by us based upon data and other information obtained from third-party sources and from our surveys of customers and other company-compiled data. Except as otherwise indicated, volume data contained in this Report is shown in millions of 40-pound equivalent boxes.

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Item 1A.Risk Factors

We are subject to many risks and uncertainties that may affect our future financial performance and our stock price. Some of the risks and uncertainties that may cause our financial performance to vary or that may materially or adversely affect our financial performance or stock price are discussed below.

Risks Related to Global Market Conditions

We may not be able to increase prices to fully offset inflationary pressures on costs, such as raw and packaging materials, labor, and distribution costs, which may impact our financial condition or results of operations.

As a producer, marketer and distributor of produce, we rely on raw materials, packaging materials, labor, distribution resources and transportation capacity. The costs of raw materials, packaging materials, labor, energy, fuel, transportation and other inputs necessary for the production and distribution of our products have rapidly increased. In addition, many of these materials and inputs are subject to price fluctuations from a number of factors, including, but not limited to, market conditions, demand for raw materials, weather, growing and harvesting conditions, climate change, energy costs, currency fluctuations, supplier capacities, governmental actions, import and export requirements (including tariffs), acts of war and other factors beyond our control. Although we are unable to predict the impact on our ability to source materials in the future, we expect these supply pressures to continue into 2023. We also expect the pressures of input cost inflation to continue into 2023. The price and availability of various commodities can significantly affect our costs. For example, the price of fuel used in our shipping operations, including fuel used in ships that we own or charter, is an important variable component of transportation costs.

Our attempts to offset these cost pressures, such as through increases in the selling prices of some of our products, may not be successful. Higher product prices may result in reductions in sales volume. Consumers may be less willing to pay a price differential for our branded products and may increasingly purchase lower-priced offerings, or may forgo some purchases altogether, during an economic downturn. To the extent that price increases are not sufficient to offset these increased costs adequately or in a timely manner, or if they result in significant decreases in sales volume, our business, financial condition or operating results may be adversely affected. Furthermore, we may not be able to offset any cost increases through productivity initiatives or through our commodity hedging activity.

Our profit margins for many of our products, including bananas, pineapples and other fresh produce, are volatile and we may not be able to increase prices to address cost increases.

Our profitability depends on the profit margins and sale volumes of bananas, pineapples and other fresh produce. Market prices of bananas, pineapples and other fresh produce are volatile and difficult to predict because they are affected by various factors, including their availability and quality in the marketplace, imbalances of supply and demand and import regulations. A significant portion of our cost of goods are production and logistics costs which are based on, amongst others, the prices of fuel, labor, fertilizers, inland freight and packing materials, which are out of our control. Consequently, increases in these costs materially and adversely affect our margins. In 2022, economic conditions driven by a multitude of external factors, including the COVID-19 pandemic, have resulted in material inflation in the cost of our packaging materials, fertilizers, inland freight, labor and fuel. If we are unable to increase our pricing to reflect these increased costs our profit margins will be adversely affected.

In late 2021 and continuing into 2022, we increased retail prices as a result of these increased costs. However, retail price increases may not sufficiently reverse the reduced profit margins and could result in loss of sales if our competitors do not also increase their prices. These cost pressures will likely continue to negatively impact our profitability in the future, and we cannot predict their extent or duration.

Our industry is highly competitive, which could adversely affect our profitability.

The bananas, pineapples, and other fresh produce and value-added products markets are highly competitive, and the effect of competition is intensified because most of our products are perishable. Although the perishability of fresh produce varies to a certain degree by item, fresh produce is, as a general matter, highly perishable and must be brought to market and sold soon after harvest. To compete successfully, we must strategically source fresh produce and value-added products of uniformly high quality and sell and distribute them on a timely and regular basis. The extent of competition generally varies by product and is influenced by various factors including price, product quality, brand recognition and customer loyalty, effectiveness of marketing and promotional activity, and the ability to identify and satisfy evolving consumer preferences.

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In the banana and pineapple markets, we primarily compete with a limited number of multinational and large regional producers. For other fresh fruit and vegetable products, we compete with several small producers and regional competitors. The fresh-cut produce market is highly fragmented, and we compete with multiple local and regional distributors of branded and unbranded fresh-cut produce and, for certain fresh-cut vegetables, a small number of large, branded producers and distributors. The prepared food markets are mature markets characterized by high levels of competition and consumer awareness. In addition, our profitability has depended significantly on the sale of our Del Monte Gold® Extra Sweet pineapples. Increased competition in the production and sale of Del Monte Gold® Extra Sweet pineapples or our other product categories could adversely affect our results.

Some of our competitors are also engaged in the development of new plant varieties and other food products and frequently introduce new products into the market. Existing products or products under development by our competitors could be more effective, more resistant to disease or less costly than our products, which could have an adverse effect on the competitiveness of our products and adversely affect our business, financial condition and results of operations. We expect these competitive pressures to continue. There is no assurance that we will continue to compete effectively with our present and future competitors.

Consolidation of retailers, wholesalers and distributors in the food industry may result in downward pressure on sales prices.

In the past twenty years, the food industry in the United States and in many international markets has significantly consolidated. For example, four grocers dominate the U.S. grocery market. Based on their increased size, these entities (i) can exert significant downward pricing pressure on marketers and/or distributors, such as us, which inhibits our ability to adequately respond to inflationary changes, (ii) can impose additional costs on us that are the type typically borne by the grocer and (iii) have the ability to launch private label food products that compete with us. If we are unable to successfully manage these relationships, our financial results may be materially and adversely affected.

We are subject to material currency exchange risks because our operations involve transactions denominated in various currencies, which could negatively affect our operating results.

We conduct business around the world and regularly transact in foreign currencies. Consequently, our results of operations, as expressed in U.S. dollars, may vary significantly because of fluctuations in currency exchange rates. Such disparities are particularly crucial to our business because we incur a significant portion of our costs and our net sales in foreign currencies (nearly 28% of our sales in 2022). We are generally unable to adjust our sales prices locally to compensate for fluctuations in the exchange rate of the U.S. dollar and a given foreign currency. There is also a time lag between the moment we incur costs and the moment we collect payments for our products. We periodically utilize forward contracts to hedge against our exposure to currency fluctuations, but we may at times be unable to agree to favorable terms or agree to terms that do not adequately offset currency fluctuations. Accordingly, if the U.S. dollar appreciates relative to the foreign currencies in which we receive sales proceeds, our operating results may be negatively affected. Our costs are also affected by fluctuations in the value, relative to U.S. dollar, of the currencies of the countries in which we have significant production operations. A weaker U.S. dollar may result in increased costs of production abroad.

Risks Related to Our Business and Operations

The loss of one or more of our largest customers, or a reduction in the level of purchases made by these customers, could negatively impact our sales and profits.

Sales to Walmart, Inc., our largest customer, amounted to approximately 8% of our total net sales in fiscal 2022, and our top 10 customers collectively accounted for approximately 29% of our total net sales. We expect that a significant portion of our revenues will continue to be derived from a small number of customers. We believe these customers make purchasing decisions based on a combination of price, product quality, consumer demand, customer service performance, desired inventory levels and other factors that may be important to them. Changes in our customers' strategies or purchasing patterns, including a reduction in the number of brands they carry, may adversely affect our sales. Customers may also reduce their purchases from us because of price increases. Additionally, our customers may face financial difficulties, including bankruptcy, or disruptions to their operations which may cause them to reduce their level of purchases from us or render them unable to satisfy their outstanding credit balances on a timely basis. If sales of our products to one or more of our largest customers are reduced or we are unable to collect payment, our business, financial condition and results of operations may be adversely affected.

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We are dependent on our relationships with key suppliers to obtain a number of our products.

We depend on independent growers and key suppliers to obtain products and raw materials. In the Philippines, we purchase most of our bananas through long-term contracts with independent growers. Approximately 14% of our banana net sales in 2022 were supplied by one grower in the Philippines. Termination of our relationships with our key suppliers could adversely affect our business. Additionally, we may enter into seasonal purchase agreements committing us to purchase fixed quantities of produce at fixed prices. We may suffer losses if we fail to sell such fixed quantities of produce. Any of these factors could materially and adversely affect our business, financial condition and results of operations.

Disruption of our supply chain could adversely affect our business.

Damage or disruption to raw material supplies or our manufacturing or distribution capabilities due to weather, climate change, natural disaster, fire, cyber-attacks, pandemics (such as the COVID-19 pandemic), governmental restrictions, strikes, import/export restrictions, or other factors could impair our ability to produce and sell our products. Our suppliers' policies and practices can damage our reputation and the quality and safety of our products. Disputes with significant suppliers, including disputes regarding pricing or performance, could adversely affect our ability to supply products to our customers and could materially and adversely affect our sales, financial condition and results of operations. Failure to take adequate steps to mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur, particularly when a product is manufactured from a single location, could adversely affect our business and results of operations, as well as require additional resources to restore our supply chain.

Moreover, short term or sustained increases in consumer demand may exceed our production capacity or otherwise strain our supply chain. Our failure to meet the demand for our products could adversely affect our business and results of operations.

A continued shortage of qualified labor could negatively affect our business and materially reduce earnings.

The future success of our operations, including the achievement of our strategic objectives, depends on our ability, and the ability of third parties on which we rely to supply and to deliver our products, to identify, recruit, develop and retain qualified and talented individuals. As a result, any shortage of qualified labor could significantly adversely affect our business. Such a shortage could also lead to higher labor costs (or higher costs to purchase the services of the third parties) and reduce our results of operations. In the current operating environment, we are experiencing a shortage of qualified labor in certain geographies which is resulting in increased costs. A continuation of such shortages for a prolonged period could have a material adverse effect on our profitability and our ability to grow.

Our strategy of diversifying our product lines, expanding into new geographic markets and increasing the value-added services that we provide to our customers may not be successful.

We are diversifying our product lines through expansion of our service offerings to include a higher proportion of value-added products and services, such as the preparation of fresh-cut produce, ripening, customized sorting and packing, direct-to-store delivery and in-store merchandising and promotional support. For instance, in December 2022, we announced the offering of our Del Monte Zero™ pineapple, which is a carbon neutral certified pineapple.

In addition, we have made significant investments in distribution centers, growing operations and prepared food facilities through capital expenditures, including the acquisition of Mann Packing, and have expanded our business into new geographic markets. We may not be successful in anticipating the demand for these value-added products and services, in establishing the requisite infrastructure to meet customer demand or the provision of these value-added services. For example, the demand for our fresh-cut vegetable products has not met our anticipated levels. If we are unable to successfully develop and integrate the diversified product lines in our fresh-cut and value-added vegetable categories, we may not realize all the anticipated synergies and benefits of our Mann Packing investments which could have an adverse effect on our growth and our results of operations.

Some of our products contain genetically modified organisms (“GMOs”) or are gene-edited and we may in the future need to develop and market such products based on adverse market conditions.

As we continue to diversify our product lines, we may increasingly incorporate products that may contain genetically modified organisms (“GMOs”) or be gene-edited in varying proportions. For example, in 2020 we launched our proprietary Pinkglow® pineapple, which is sourced from genetically modified pineapple plants. The success of these products will in large part depend on the market acceptance of these products in the areas that we operate. In the future, we may be forced to utilize GMO or gene-edited products in response to adverse market conditions, including disease, climate change or rising costs, if such

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products are the only viable alternatives. For example, as a result of Tropical Race 4 (“TR4”) spreading into new growing regions, we may need to deploy GMO or gene-edited bananas resistant to the disease to maintain a viable supply of bananas to our key markets. If adverse public opinion about GMO or gene-edited products predominates, we may be unable to sell such products in certain key markets, adversely affecting our business, financial condition and results of operations. For more information about TR4, see “Risk Factors - Tropical Race 4 (“TR4”) may impose significant costs and losses on our business.”

In recent years, the food industry has been subject to negative publicity about the health implications of GMOs, added sugars, trans fat, salt, artificial growth hormones and ingredients sourced from foreign suppliers. Consumers may decide to purchase fewer GMO produce products or require us to meet stricter standards than are required by applicable agencies, thereby increasing the cost of production. Global regulatory agencies may also impose new restrictions on the use of GMOs. If adverse public opinion about GMO or gene-edited products predominates, we may be unable to sell such innovative products in certain of our key markets, adversely affecting our ability to diversify our business.

Demand for our products is subject to changing consumer preferences, and a reduction in demand for any one or more of our products could negatively impact our sales and profits.

Consumer preferences for food products evolve over time. Shifts in consumer preferences that impact demand for our products can result from several factors, including dietary trends, attention to nutritional aspects and concerns about the health effects of and the sourcing of ingredients. Our ability to market and sell our products successfully in part depends on how we identify and respond to such changes by offering products that appeal broadly to consumers considering current demands. Our competitors may have a greater operating flexibility, which may permit them to better adapt to changes or to introduce new products and packaging quicker and with greater marketing support. The demand for our products may also be impacted by public commentaries about our products or similar products, as well as by changes in the level of advertising or promotional support that we employ or that are employed by relevant industry groups or third parties that provide competing products. If consumer preferences trend negatively with respect to any one or more of our products, our sales volumes may decline as a result.

Adverse perception, events or rumors relating to our Del Monte® brand could have a material adverse effect on our business.

We depend on the Del Monte® brand and other proprietary brands in marketing our products. Any events or rumors that cause consumers and/or institutions to no longer associate these brands with high-quality and safe food products may materially adversely affect the value of our brand names and demand for our products. Adverse information about our brand, whether or not true, may be instantly and easily posted on social media platforms at any time. The harm may be immediate without affording us an opportunity for redress or correction. We also share the Del Monte® brand with unaffiliated companies that manufacture, distribute and sell canned or processed fruit and vegetables, dried fruit, snacks and other products. Acts or omissions by these companies, including an instance of food-borne contamination or disease, may adversely affect the value of the Del Monte® brand. As a result, our reputation and the value of the Del Monte® brand may be adversely affected by negative consumer perception.

Relatedly, our reputation could be impacted by stakeholders’ perceptions of our sustainability initiatives. Should we not meet stakeholders’ expectations or communicate our efforts sufficiently, our reputation may be negatively impacted.

We rely on protection of our intellectual property and proprietary rights.

Our success also depends on our ability to protect our intellectual property rights. We rely primarily on patent, copyright, trademark and trade secret laws to protect our proprietary technologies. We protect our technology by, among other things, filing patent applications for technology relating to the development of our business in the U.S., the EU and selected foreign jurisdictions. Our trademarks and brand names are registered in jurisdictions throughout the world. We intend to keep these filings current and seek protection for new trademarks to the extent consistent with business needs. We also rely on trade secrets and proprietary know-how and confidentiality agreements to protect our technologies and processes. The failure of any patents, trademarks, trade secrets or other intellectual property rights to provide protection to our technologies would make it easier for our competitors to offer similar products, which could adversely affect our business, financial conditions and results of operations.

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We may not be able to successfully consummate and manage ongoing acquisition, joint venture and business partnership activities, which could have an adverse impact on our results.

Our growth strategy includes acquisitions and expansion. Accordingly, we may acquire other businesses or enter into joint ventures or other business partnerships from time to time. These types of transactions involve certain risks, including risks related to:

•identifying appropriate acquisition candidates or business partners;

•potential difficulties in successfully integrating acquired operations;

•the quality of products of an acquired businesses or business partners compared to the products we provide;

•any loss of key employees of acquired operations or any inability to hire or retain key employees necessary to integrate an acquired business or otherwise implement our growth strategy;

•potential diversion of our capital and management attention away from other important business matters;

•reputational and financial risks, such as potential unknown liabilities of any acquired business;

•potential issues with the financial disclosures, accounting practices or internal control systems of any acquired business, joint venture or business partner; and

•in the case of joint ventures and business partnerships, increased potential risks associated with the lesser degree of control that we may be able to exert due to the arrangements with our business partners.

We may incur additional costs and certain redundant expenses in connection with our acquisitions, which may have an adverse impact on our financial results. Future acquisitions may result in dilutive issuances of equity securities, the incurrence of additional debt, use of significant portions of our cash reserves, asset impairments (including charges related to goodwill and other intangible assets) and restructuring and other charges. The incurrence of debt in connection with any future acquisitions also could restrict our ability to obtain working capital or other financing necessary to operate our business. Our future acquisitions or investments may not be successful, and if we fail to realize the anticipated benefits of these acquisitions or investments, our business, operating results and financial position could be harmed.

During 2021 and 2022, we made investments in unconsolidated companies within the food, nutrition, and agricultural technology sectors. In the future, we may continue investing in similar companies that align with our long-term strategy and vision. There can be no assurance that we will achieve returns or benefits from these current or future investments. Under certain circumstances, significant declines in the fair values of these investments may require the recognition of other-than-temporary impairment losses. We may lose all or part of our investment relating to such companies if their value decreases as a result of their financial performance or for any other reason.

A sustained lack of profitability could cause us to incur impairment charges of our intangible and long-lived assets and/or record valuation allowances against our deferred tax assets.

If we incur operating losses for a sustained period of time, the carrying value of our goodwill, other intangible assets and long-lived assets could be impaired. We review for impairment annually or if indicators of impairment manifest. The goodwill associated with our banana reporting unit and the goodwill, trade names, and trademarks associated with our prepared foods reporting unit are highly sensitive to differences between estimated and actual cash flows and changes in the discount rates used to evaluate their fair value. If our banana and prepared foods reporting units do not perform as expected, the goodwill and other intangible assets associated with these reporting units may be at risk of impairment in the future. Additionally, we record impairments on long-lived assets, including definite-lived intangible assets, when indicators of impairment are present and the estimated undiscounted cash flows of those assets are less than the assets’ carrying amount. Certain definite-lived intangible assets related to our fresh and value-added products segment are sensitive to changes in estimated cash flows. If future developments result in estimated cash flows that are less than currently estimated levels, these assets could be impaired. If incurred, future impairment of our intangible and/or long-lived assets could have a material adverse effect on our results of operations.

We record valuation allowances on our deferred tax assets if, based on available evidence, it is more-likely-than-not that all or some portion of the assets will not be realized. The determination of whether our deferred tax assets are realizable requires us to identify and weigh all available positive and negative evidence, including recent financial performance and projected future income. If we are unable to generate sufficient income in jurisdictions where we have significant deferred tax assets, we may be required to record valuation allowances which would adversely affect our results of operations.

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Increases in wage and benefit costs, changes in laws and other labor regulations, and labor disruptions could impact our financial results and decrease our profitability.

We have significant labor-related expenses, including employee health benefits. Our ability to control our employee and related labor costs is generally subject to numerous external factors, including prevailing wage rates and new or revised employment and labor regulations including changes in immigration laws in the U.S. and other key production countries. Unfavorable changes in employee and related labor costs could impact our business, results of operations and financial condition.

In addition, a material portion of our employees work under various syndicatos, work councils, collective bargaining agreements or other agreements with similar types of entities. Our inability to maintain favorable relationships with these entities could result in labor disputes, including work stoppages, which could have a material adverse effect on the portion of our business affected by the dispute, our financial position, and our results of operations.

Any failure to adequately store, maintain and deliver quality perishable foods could materially adversely affect our business, financial condition and operating results.

Our ability to adequately store, maintain and deliver quality perishable foods is critical. We store highly perishable food products in refrigerated fulfillment centers and ship them to our customers while maintaining appropriate temperatures in transit. We use refrigerated delivery trucks to support temperature control for shipments to certain locations. However, delays in our ability to ship or disruption in the distribution of our products could have a material adverse effect on our business, financial condition and results of operations.

Keeping our food products at specific temperatures maintains freshness and enhances food safety. In the event of extended power outages, natural disasters or other catastrophic occurrences, failures of the refrigeration systems in our fulfillment centers or third-party delivery trucks, failure to use adequate packaging to maintain appropriate temperatures, or other circumstances both within and beyond our control, our inability to store perishable inventory at specific temperatures could result in significant inventory losses as well as increased risk of food safety. We also contract with third parties to conduct certain fulfillment processes and operations on our behalf or to sell our product in a retail environment. Any failure by such third party to adequately store, maintain or transport perishable foods could negative impact the safety, quality and merchantability of our products and the experience of our customers. The occurrence of any of these risks could materially adversely affect our business, financial condition and operating results.

Regulatory Risks

We are subject to the risk of product contamination and product liability claims which could materially and adversely affect our results and financial condition.

The sale of food products for human consumption involves the risk of injury to consumers. Such injuries may result from tampering by unauthorized personnel or quality issues such as product contamination or spoilage, including the presence of foreign objects, substances, chemicals or residues introduced during the growing, packing, storage, handling or transportation phases. The occurrence of any illnesses or injuries could have serious consequences on sales of our products, our brands and/or our reputation, any of which could harm our business. We cannot be sure that consumption of our products will not cause a health-related illness in the future, that we will not be subject to claims or lawsuits relating to such matters or that we will not need to initiate recalls of our products in response to the foregoing. Even if a product liability claim is unsuccessful, the negative publicity surrounding any assertion that our products caused illness or injury could adversely affect our reputation with existing and potential customers and our brand image. In addition, claims or liabilities of this sort might not be covered by our insurance or by any rights of indemnity or contribution that we may have against third parties, including our customers and suppliers. We cannot be sure that we will not incur claims or liabilities for which we are not insured or that exceed the amount of our insurance coverage, resulting in significant cash outlays that would materially and adversely affect our results and financial condition. We also are subject to the risk of recall events of our competitors which could result in industry-wide reputational loss or consumer avoidance of certain products.

We are subject to legal and environmental risks that could result in significant cash outlays.

We are involved in several legal and environmental matters that, if not resolved in our favor, could require significant cash outlays and could materially and adversely affect our results of operations and financial condition. For example, in 1980, elevated levels of certain chemicals were detected in the soil and ground-water at a plantation leased by one of our U.S. subsidiaries in Oahu, Hawaii (the “Kunia Well Site”). In 2005, our subsidiary signed a Consent Decree (“Consent Decree”)

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with the Environmental Protection Agency (“EPA”) for the performance of the clean-up work for the Kunia Well Site. Based on findings from remedial investigations, our subsidiary coordinated with the EPA to evaluate the clean-up work required in accordance with the Consent Decree. On July 25, 2022, an Explanation of Significant Differences (ESD) for the Kunia Well Site was filed by the EPA, which formally transitioned the remedy for the Kunia Well Site to a Monitored Natural Attenuation (MNA). The estimate associated with the clean-up costs, and on which our accrual is based, is $2.8 million. As of December 30, 2022, $2.5 million was included in other noncurrent liabilities, and $0.3 million was included in accounts payable and accrued expenses in the Consolidated Balance Sheets for the Kunia Well Site clean-up. See Note 16, “Commitments and Contingencies” to the Consolidated Financial Statements included in Item 8. Financial Statements and Supplementary Data.

We are subject to regulations concerning food safety and protection of health and the environment.

Our business is regulated by foreign, federal, state and local environmental, health and safety laws and regulations, which involve compliance costs. These regulations affect daily operations and, to comply with all applicable laws and regulations, we have been and may be required in the future to modify our operations, purchase new equipment or make capital improvements. Changes to our processes and procedures could impose unanticipated costs and/or materially impact our business. Violations of these laws and regulations can result in substantial fines or penalties. There is no assurance that these modifications and improvements and any fines or penalties would not have an adverse effect on our business, financial condition and results of operations.

We are also subject to the laws and regulations in the jurisdictions where our facilities are located and where our products are distributed, including, but not limited to, the following:

•Rules and regulations implemented by the FDA, pursuant to the Federal Food, Drug and Cosmetic Act, as amended by the Food Safety Modernization Act (“FSMA”), which has been active in implementing regulations to reduce the risk of contamination in food manufacturing, such as the Foreign Supplier Verification program, and enforcing such regulations. For example, the FDA issued a final rule on additional traceability recordkeeping requirements, which will be effective January 20, 2026, designed to facilitate faster identification and rapid removal of potentially contaminated food from the market;

•Regulations on imports and exports by the United States Department of Agriculture (the “USDA”);

•Food and safety laws issued by European Union Member States, pursuant to the General Food Law Regulation (EC No. 178/2002);

•Laws and regulations associated with the European Green Deal and EU’s General Food Law Regulation effort to create sustainable food systems, which could result in increased costs for our business associated with compliance with new laws and regulations; and

•Laws and regulations implemented by the Canadian Food Inspection Agency and other Canadian governmental departments, which could disrupt our Canadian business, including, for example, requirements relating to import licenses, traceability and food testing.

Our failure to comply with these laws and regulations, or to obtain required approvals, could result in fines, as well as a ban or temporary suspension on the production of our products or limit or bar their distribution, and affect our development of new products, and thus materially adversely affect our business and operating results.

We are subject to risk arising from transportation of our products and those arising from our commercial shipping and logistics business.

Our business and employment practices are also subject to regulation by the U.S. Department of Transportation, as well as its agencies, the Surface Transportation Board, the Federal Highway Administration, the Federal Motor Carrier Safety Administration, and the National Highway Traffic Safety Administration, which collectively regulate our trucking business through the regulation of operations, safety, insurance and hazardous materials. We must comply with the safety and fitness regulations promulgated by the Federal Motor Carrier Safety Administration, including those relating to drug and alcohol testing and hours of service. Such matters as weight and dimension of equipment also fall under federal and state regulations.

In addition, as an ocean logistics operator, we are subject to numerous federal, state and local laws and regulations in the U.S., as well as laws and regulations internationally, relating to safety, cabotage, and equipment standards that are costly to comply with and expose us to liability. We are also subject to environmental laws and regulations, including those relating to air quality initiatives at port locations; air emissions; wastewater discharges; the transportation, handling and disposal of solid and hazardous materials, oil and oil-related products, hazardous substances and wastes; the investigation and remediation of contamination; and health, safety and the protection of the environment and natural resources. These laws and regulations

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provide for substantial fines, as well as criminal and civil penalties, in the event of any violations of, or non-compliance with, their requirements. For example, in 2018 the California Air Resource Board issued the Company a Notice of Violation alleging violations of certain California anti-air pollution regulations by ships that were subject to a time charter by us from an unrelated non-U.S. third party. While we ultimately settled this matter for an immaterial amount, mitigation strategies or contingency plans to remain in compliance with such laws and regulations in the future may be unsuccessful or may result in additional costs which could adversely affect our business. Further, any changes in applicable laws and regulations, including their enforcement, interpretation or implementation that result in more stringent requirements than currently anticipated, as well as any new laws and regulations that are adopted could impose significant additional costs and limitations on our ability to operate.

We are exposed to political, economic and other risks from operating a multinational business, which could have a material adverse effect on our results and financial condition.

Our business is multinational and subject to the political, economic and other risks that are inherent in operating in numerous countries, including:

•a change in laws and regulations or imposition of currency restrictions and other restraints;

•the imposition of import and export duties and quotas;

•the risk that the government may expropriate assets;

•the imposition of burdensome tariffs and quotas;

•political changes and economic crises that may lead to changes in the business environment where we operate;

•international conflicts and terrorist acts, which could impact our business, financial condition and results of operations;

•public health epidemics, such as COVID-19, which could impact employees and the global economy;

•economic sanctions, which could disrupt our products, even if we do not sell directly into a sanctioned country;

•potential violations or alleged violations of laws, regulations, safety codes, employment practices, human rights standards, anti-corruptions laws and other obligations, norms and ethical standards associated with our operations that may result in litigation costs and damage to our reputation, even if we are ultimately not found responsible;

•changes in governmental agricultural policies such as price supports and acreage set aside programs in the jurisdictions where we conduct our significant growing operations; and

•economic downturns, political instability and war or civil disturbances that may disrupt our, our third-party suppliers' and our customers' production and distribution logistics or limit sales in individual markets.

Concerning the regulatory environment, banana import regulations have previously restricted our access and increased the cost of doing business. Costa Rica and Ecuador have established “minimum” export prices for bananas that are used as the reference point in banana purchase contracts from independent producers, thus limiting our ability to negotiate lower purchase prices. These minimum export price requirements could increase the cost of sourcing bananas in countries that have established such requirements.

We are also subject to a variety of sanitary regulations, regulations governing pesticide use and residue levels, and regulations governing food safety, traceability, packaging and labeling in countries where we source and market our products. If we fail to comply with applicable regulations, we could be restricted from selling or shipping some or all our products for a given period. Such a development could result in significant losses and could weaken our financial condition.

The enforcement of regulations concerning the marketing and labeling of food products could adversely affect our reputation.

The marketing and labeling of food products have brought increased risk of consumer class action lawsuits, and risk that the Federal Trade Commission ("FTC") and/or state attorneys general will bring legal action about the truth and accuracy of the marketing and labeling of the product. Such consumer class actions include fraud, unfair trade practices and breach of state consumer protection statutes, such as Proposition 65 in California. The FTC and state attorneys general may bring legal actions that seek removal of a product from the marketplace and impose fines and penalties. Even when not merited, these class action claims and legal actions can be expensive to defend and could adversely affect our reputation, brand image, business and operating results.

The packaging and labeling of our products, and their distribution and marketing, are also subject to regulation by governmental authorities in each jurisdiction where our products are marketed. A failure to comply with labeling requirements in any of the jurisdictions in which we do business could result in enforcement proceedings, an order barring the sale of part or all of a

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particular shipment of our products or, possibly, the sale of any of our products for a specified period. Such a development could result in significant losses and could weaken our financial condition.

Changes in tax laws in any of the jurisdictions in which we operate or in which we establish holding companies, or adverse outcomes from tax audits could cause fluctuations in our overall tax rate and adversely impact our operating results.

Our income taxes consist of the consolidation of tax provisions computed on a separate entity basis, for each country in which we have operations. Changes in the sources of income, agreements we have with taxing authorities or our tax filing positions in various jurisdictions could cause our overall tax rate to fluctuate significantly. In addition, changes in rules related to the accounting for income taxes or changes in applicable tax laws and regulations, including tax laws that impact our current company structure, could adversely affect our tax expense, profitability and cash flows. In the U.S., the current administration may implement substantial changes and reforms to fiscal and tax policies. We cannot predict the impact, if any, of these potential changes, or any future changes in any of the countries in which we operate, to our business. However, such changes could adversely affect our business, financial position and results of operations.

We must comply with complex and evolving tax regulations in the various jurisdictions in which we operate, which subjects us to international tax compliance risks. Some tax jurisdictions have complex and subjective rules about income tax, value-added tax, sales or excise tax, tariffs, duties and transfer tax. From time to time, our subsidiaries are subject to tax audits and may be required to pay additional taxes, interest or penalties if a taxing authority asserts different interpretations, allocations or valuations, which could be material and reduce our income and cash flow from our international operations. The imposition of any penalties and costs of litigation, regardless of an eventual favorable ruling, in connection with current or future tax disputes related to our international operations could materially adversely affect our business, financial condition and operating results.

In addition, adverse outcomes from tax audits in any of our major tax or operating jurisdictions, such as the U.S., Luxembourg, Switzerland, Costa Rica, Guatemala, Kenya or Japan, could materially adversely impact our operating results. For example, in connection with a current examination of the tax returns in two of these foreign jurisdictions, the taxing authorities have issued income tax deficiencies related to transfer pricing aggregating approximately $160.2 million (including interest and penalties) for tax years 2012 through 2016. We strongly disagree with the proposed adjustments and we expect to exhaust all administrative and judicial remedies necessary to resolve the matters. However, these matters may not 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.

Risks Related to Environmental Concerns/Agricultural Operations

Our agricultural plantings are potentially subject to damage from crop disease or insect infestations, which could adversely impact our operating results and financial condition.

Fresh produce is vulnerable to crop disease and insect infestations, which vary in severity and effect based on the stage of production, the type of treatment applied and climatic conditions. Such diseases or infestations may adversely affect our supply of fresh produce items, reduce our sales volumes, increase our production costs or impair our ability to ship products as planned. In 2019, we detected Banana Fusarium Wilt Tropical Race 4 (“TR4”), a serious vascular crop disease, infecting one of our principal products, the Cavendish variety of bananas, in some areas of Southeast Asia where we source our products. TR4 and other vascular crop diseases cause low-yielding banana crops, which has and may in the future result in impairment charges. We remain concerned that these crop diseases could affect Southeast Asia and other growing regions like Latin America, which could lead to the destruction of all or a portion of the banana crops.

We are working with agricultural experts and qualified agencies to monitor and prevent the spread of TR4 and develop contingency plans. We have and will continue to incur costs to improve our prevention strategies and to identify solutions to the spread of the disease, which may adversely impact our operating profit. In our farming operations in Central America and Asia, we have and continue to incur costs to prevent and control the spread of TR4. In addition, we are seeking to develop a replacement to the Cavendish variety of banana that appeals broadly to consumers and is resistant to these diseases through our partnership with Queensland University of Technology. We have and will continue to incur research costs, which will depend on the success of our initiatives and the extent of any continued spread of the disease, neither of which can be predicted. Despite our efforts, we may be unable to prevent the spread of TR4. A long-term reduction in the supply of bananas could lead to increased costs, decreased revenue, and charges to earnings that may adversely affect our business, financial condition and results of operations.

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Adverse weather, natural disasters and other conditions affecting the environment, including the effects of climate change, could result in substantial losses and weaken our financial condition.

Fresh produce is vulnerable to adverse weather conditions, which are common but difficult to predict. The effects of natural disasters may be intensified by the ongoing global climate change. Severe weather conditions such as floods, droughts, windstorms, hurricanes and wildfires, and natural disasters, such as earthquakes, may adversely affect our supply of one or more fresh produce items, reduce our sales volumes, increase our unit production costs or prevent or impair our ability to ship products as planned. When severe weather, natural disasters, and other adverse environmental conditions (i) destroy crops planted on our farms or our suppliers’ farms or (ii) prevent us from exporting these crops on a timely basis, we may lose our investment in those crops and/or our costs of purchased fruit may increase. These risks can be exacerbated when a substantial portion of our production of a specific product is grown in one region, provided by a limited number of suppliers, or when it endangers one of our primary products.

In 2020, two hurricanes, Eta and Iota, impacted our farm operations in Guatemala. The hurricanes resulted in the destruction of certain areas of our banana and melon plantations which were flooded due to heavy rainfall, resulting in significant inventory write-offs and damages to our property, plant and equipment. In 2021, we were adversely impacted by severe rainstorms in Chile, which caused damage to certain of our farms and resulted in $3.4 million in inventory write-offs. In 2022, heavy rainfall and flooding in the Philippines resulted in damage to our banana-related fixed assets and resulted in asset impairment charges of $2.7 million.

Adverse weather may also impact our supply chains, preventing us from procuring necessary supplies and delivering our products to our customers. We own or lease, manage and operate manufacturing, processing, storage and office facilities, some of which are located in areas that are susceptible to harsh weather. We could be unable to accept and fulfill customer orders due to severe weather and natural disasters. Although we have business continuity plans, we cannot provide assurance that our business continuity plans will address all the issues we may encounter in the event of a disaster, or will not lead to increased costs affecting our profitability or other unanticipated issues. Such severe weather events that could materially disrupt our operations may occur with higher frequency because of climate change.

Regulations concerning the use of pesticides, fertilizers and other agricultural products could adversely impact us by increasing our production costs or restricting our ability to import certain products into our selling markets.

Our business depends on the use of fertilizers, pesticides and other agricultural products. The use and disposal of these products are often regulated by various agencies. A decision by a regulatory agency to significantly restrict the use of such products that have traditionally been used in the cultivation of one of our principal products could have an adverse impact on us. For example, the EPA took a series of regulatory actions pursuant to the Federal Insecticide, Fungicide and Rodenticide Act, the Federal Food, Drug and Cosmetic Act and the Food Quality Protection Act of 1996, relating to the evaluation and use of pesticides in the food industry. Similarly, in the EU, regulation (EC) No. 1107/2009, which became effective in 2011 fundamentally changed the pesticide approval process from the previous risk assessment model to the hazard criteria model linked to the intrinsic properties of the substance. In January 2021, the EU did not renew the approval for mancozeb, a fungicide currently used in our operations, to be used within the EU member states. However, tolerances of mancozeb for products imported into the EU are still accepted and the EU is currently assessing whether these tolerances should be maintained, reduced, or eliminated. More recently, in August 2021, the EPA released a final rule revoking all tolerances for chlorpyrifos, a pesticide that has been used since 1965 in both agricultural and non-agricultural areas. In connection with the EPA's ban, we ceased the use of chlorpyrifos in the U.S. and all other jurisdictions where it is banned; however, we continue to use it in limited applications on non-fruit bearing crops in a country where chlorpyrifos use is allowed. Future actions regarding the availability and use of pesticides could have an adverse effect on us by increasing our production costs, restricting our ability to import certain products, or imposing substantial penalties or bans due to noncompliance.

We may be subject to liability and/or increased costs for environmental damage from the use of herbicides, pesticides and other substances or environmental contamination of our owned or leased property.

We use herbicides, pesticides and other potentially hazardous substances in the operation of our business. We may have to pay for the costs or damages associated with any improper application, accidental release or the use or misuse of such substances. Our insurance may not be adequate to cover such costs or damages or may not continue to be available at a price or under terms that are satisfactory to us. In such cases, payment of such costs or damages could have an adverse effect on our business, financial condition or results of operations. Certain environmental laws, including the Comprehensive Environmental Response, Compensation and Liability Act in the U.S., impose strict and, in many cases, joint and several, liability for the cost of remediating contamination, on current and former owners of property or on persons responsible for causing such contamination, which could have an adverse effect on our business, financial condition and results of operations.

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Water scarcity in our growing regions could adversely affect our agricultural operations, financial condition, results of operations and cash flows.

Water is vital to grow the fresh produce that our business relies on. In recent years, water deficits in certain regions have become more evident. In Brazil, water shortages negatively impacted our banana production recently, and our pineapple farms in Kenya were affected by a drought linked to El Nino during 2016, 2017, and 2019. To mitigate water risks, we have invested heavily to upgrade existing infrastructure to more efficient irrigation systems like drip or low pressure/low volume sprinkler systems in Kenya and Guatemala. The viability of agricultural land is also impacted by water-related issues. We analyze these issues in the river basin where new development might be planned. Such analysis is a part of our due diligence before investing in agricultural operations, which increases our costs. In the event of water scarcity or deterioration, we may incur increased production costs or face production constraints that may materially and adversely affect our financial condition, results of operations and cash flows.

Climate change laws could have a material adverse impact on our financial condition and results of operations.

Legislative and regulatory authorities in the U.S., the EU, Canada and other international jurisdictions will likely continue to consider measures related to climate change and greenhouse gas emissions. To produce, manufacture and distribute our products, we and our suppliers use fuels, electricity and various other inputs, generate waste and undergo agricultural management activities that result in the release of greenhouse gas emissions.

Concerns about the environmental impacts of climate change and greenhouse gas emissions may result in environmental taxes, charges, assessments or penalties which could restrict or negatively impact our operations, as well as those of our suppliers who would likely pass all or a portion of their costs along to us. We may not be able to pass any resulting cost increases to our customers or customer buying patterns could change to reflect a greater reliance on local production rather than imports. Furthermore, we may be required to make additional investments of capital to maintain compliance with new laws and regulations. Any enactment of laws or passage of regulations regarding greenhouse gas emissions or other climate change laws in the jurisdictions where we conduct business could materially and adversely affect our business, financial condition and results of operations.

Risks Related to Our Information Systems

We rely on information systems in managing our operations and any breaches of our information system security measures, or those third parties upon which we rely, could disrupt our internal operations and may have an adverse effect on our business.

Our businesses rely on sophisticated systems to obtain, rapidly process, analyze and manage data. We rely on these systems to, among other things, facilitate communications with our growers, distributors and customers; receive, process and ship orders on a timely basis, and to maintain accurate and up-to-date operating and financial data for the compilation of management information. Any damage by unforeseen events or system failure which causes interruptions to the input, retrieval and transmission of data or increase in the service time, whether caused by human error, natural disasters, power loss, computer viruses, intentional acts of vandalism, various forms of cybercrimes including and not limited to hacking, ransomware, intrusions and malware or otherwise, could disrupt our normal operations. We also hold the sensitive personal data of our current and former employees, as well as proprietary information of our business, including strategic plans and intellectual property.

We have in the past experienced, and may in the future face, hackers, cybercriminals or others gaining unauthorized access to, or otherwise misusing, our systems to misappropriate our proprietary information and technology, interrupt our business, or gain unauthorized access to confidential information. For example, in early 2023, we experienced a cybersecurity incident which impacted certain of our operational and information technology systems. Promptly upon our detection of the attack, we launched an investigation, notified law enforcement and engaged the services of specialized legal counsel and other incident response advisors. While the investigation of this incident is still ongoing, we were able to recover our critical operational data and business systems promptly and do not expect the incident to have a material impact on our financial results. However, there is no guarantee that we will have similar success with an attack in the future should one occur. Any such future attack could lead to the public disclosure of customer data, our trade secrets or other intellectual property, personal information of our employees, or material financial and other information related to our business. The release of any of this information could have a material adverse effect on our business, reputation, financial condition and results of operations.

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In such cases, we may have to operate manually, which may result in considerable delays in the delivery of our products to our customers, damage to our perishable products or interruption to other key business processes. Additionally, our customers could refuse to continue to do business with us and prematurely terminate or seek to reduce or modify our existing contracts resulting in a significant adverse effect on our business. Cybersecurity attacks may cause reputational damage, which could cause a significant decline in consumer preference for our products in certain geographic regions or globally and could potentially reduce our market share.

Cybersecurity attacks may also result in the unauthorized access to or release of intellectual property, trade secrets and confidential business or otherwise protected information and corruption of our data. Such information could be leaked to competitors or the public which may result in loss of competitive position and market share. We also have personal confidential information stored in our systems which, if stolen or leaked, could result in significant financial and legal risk, including the risk of litigation or regulatory penalties under data protection legislation in the territories in which we operate, such as the General Data Protection Regulation (EU) 2016/679 (the “GDPR”) or the California Consumer Privacy Act in the U.S. (“CCPA”). A cybersecurity incident that resulted in the disclosure of personal confidential information could lead to state or federal enforcement actions or private causes of action which could result in fines, penalties, judgments or other liabilities. Although we strive to comply with all applicable privacy laws, it is possible we could be subject to enforcement actions and litigation alleging non-compliance.

In addition, we rely on relationships with third parties, including suppliers, customers, contractors, cloud data storage and other information technology service providers and external business partners, for services in support of our operations, and we may share data or provide access to our networks with such third parties who are subject to similar risks as we are relating to cybersecurity and privacy issues. While we have procedures in place for selecting and managing our relationships with third-party service providers and other business partners, we do not have control over their business operations or governance and compliance systems, practices and procedures, which increases our financial, legal, reputational and operational risk. These third parties may experience cybersecurity incidents that could pose a threat to our network or that may involve data we share with them or rely on them to provide to us, which may result in a significant business interruption that could have an adverse impact on our business.

Although we have implemented processes and technologies to help identify, protect, detect, respond and recover from the above cybersecurity and privacy risks, these measures may not succeed in preventing or limiting the impact of such risks. Moreover, actual or anticipated attacks may require us to incur incremental costs to hire additional personnel, purchase additional protection technologies, replace existing software and hardware, train employees and engage third-party experts and consultants, which could negatively impact our operating income. We may also become exposed to potential liabilities with respect to the data that we collect, manage and process, and future investigations, lawsuits or adverse publicity relating to our methods of handling data could adversely affect our business due to the costs and negative market reaction relating to such developments.

We have invested in industry appropriate protections and monitoring practices of our data and information technology to reduce these risks and continue to monitor our systems on an ongoing basis for any current or potential threats. There can be no assurance, however, that our efforts will prevent breakdowns or breaches to our information technologies or the third party providers’ databases or systems that could adversely affect our business.

Our operations and reputation may be impaired if our information technology systems fail to perform adequately.

Our information technology systems are critical to our business. We rely on our information technology systems, some of which are or may be managed, hosted by or outsourced to third party service providers, to manage our business data, communications, supply chain, order entry and fulfillment and other business processes. If we do not allocate and effectively manage the resources necessary to build, sustain and protect appropriate information technology systems and infrastructure, or we do not effectively implement system upgrades or oversee third-party service providers, our business or financial results could be negatively impacted. If our information technology systems fail to perform as we anticipate, we may experience transaction or reporting errors, processing inefficiencies and the loss of sales and customers, causing our business and results of operations to suffer.

Risks Related to Our Financing

Our indebtedness could limit our financial and operating flexibility and subject us to other risks.

Our ability to obtain additional debt financing or refinance our debt on acceptable terms, if at all, in the future for working capital, capital expenditures or acquisitions may be limited by financial considerations or due to covenants in existing debt

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agreements. Our current credit facility imposes certain operating and financial restrictions on us. Our failure to comply with the obligations under this facility, including maintenance of financial ratios, could result in an event of default, which, if not cured or waived, would permit the lender to accelerate the indebtedness due under the facility.

As a holding company, our ability to meet our financial obligations depends on receiving sufficient funds from our subsidiaries. The payment of dividends or other distributions to us by our subsidiaries may be limited by the provisions of our credit agreements and other contractual requirements and by applicable legal restrictions on payment of dividends and other distributions.

If we were unable to meet our financial obligations, we would be forced to pursue one or more alternative strategies, such as selling assets, restructuring or refinancing our indebtedness or seeking additional equity capital, strategies which could be unsuccessful. Additional sales of our equity capital could substantially dilute the ownership interest of existing shareholders.

Risks Related to Our Corporate Structure

Our principal shareholders are able to significantly influence all matters requiring shareholder approval.

Members of the Abu-Ghazaleh family, including our Chairman and Chief Executive Officer and one of our directors, are our principal shareholders. As of February 10, 2023, they together directly owned 29.1% of our outstanding Ordinary Shares, and our Chairman and Chief Executive Officer holds, and is expected to continue to hold, an irrevocable proxy to vote all of these shares. We expect our principal shareholders to continue to use their interest in our Ordinary Shares to influence the direction of our management, the election of our directors and to determine substantially all other matters requiring shareholder approval. The concentration of our beneficial ownership may delay, deter, or prevent a change in control, may discourage bids for the Ordinary Shares at a premium over their market price and may otherwise adversely affect the market price of the Ordinary Shares.

Our organizational documents contain certain anti-takeover provisions that could delay, deter or prevent a change in control.

Various provisions of our organizational documents and Cayman Islands law may delay, deter or prevent a change in control of us that is not approved by our board of directors. These provisions include:

•a classified board of directors;

•a prohibition on shareholder action through written consents;

•a requirement that general meetings of shareholders be called only by a majority of the Board or by the Chairman of the Board;

•advance notice requirements for shareholder proposals and nominations;

•limitations on the ability of shareholders to amend, alter or repeal our organizational documents; and

•the authority of the Board to issue preferred shares on such terms that are determined by the Board itself.

Our shareholders have limited rights under Cayman Islands law.

We are incorporated under the laws of the Cayman Islands, and our corporate affairs are governed by our Second Amended and Restated Memorandum and Articles of Association and by the Companies Law of the Cayman Islands. Legal principles related to the validity of corporate procedures, the fiduciary duties of our management, directors and controlling shareholders and the rights of our shareholders differ from those that would apply if we were incorporated in the U.S. Further, the rights of shareholders under Cayman Islands law are not as clearly established as the rights of shareholders under legislation or judicial precedent applicable in most U.S. jurisdictions. As a result, our public shareholders may have more difficulty in protecting their interests in the face of actions by the management, directors or controlling shareholders than they might have as shareholders of a U.S. corporation. In addition, it is unclear whether the courts of the Cayman Islands would enforce, either in an original action or in an action for enforcement of judgments of U.S. courts, liabilities that are predicated upon U.S. federal securities laws.

General Risks

Our success depends on the services of our senior executives, the loss of any one of which could disrupt our operations.

Our ability to maintain our competitive position is dependent to a large degree on the services of our senior management team and other key employees. Our future success depends upon our ability to attract and retain executive officers and other senior management, especially to support our current operations and business strategy. Our business may be negatively affected if we are unable to retain our existing senior management personnel or attract additional qualified senior management personnel.

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Competition for these individuals is intense and our business may be adversely affected if we are not effective in filling critical leadership positions or in assimilating new executive talent into our organization.

Item 1B. Unresolved Staff Comments

None.

Item 2.Properties

The following table summarizes the approximate plantation acreage under production that are owned or leased by us and the principal products grown on such plantations by location as of the end of 2022:


	Acres Under Production
Location	Acres Owned	Acres Leased	Products
Costa Rica	43,807	5,222	Bananas, Pineapples, Melons
Philippines	—	18,305	Bananas, Pineapples
Guatemala	8,655	4,937	Bananas, Melons
Kenya	—	8,356	Pineapples
Chile	2,923	1,522	Non-Tropical Fruit
Panama	—	2,533	Bananas
Brazil	1,820	—	Bananas, Other Crops
United States	599	—	Melons

Our significant properties include the following, which all relate to our fresh and value-added products or banana segments unless otherwise noted:

North America

We operate a total of 27 distribution centers in the United States and Canada, of which 15 are also fresh-cut facilities. We own 12 of our distribution centers including our distribution center in Houston, Texas, a 200,000 square foot distribution center in Dallas, Texas, distribution centers in Plant City, Florida, Goodyear, Arizona, Kankakee, Illinois, Portland, Oregon, and a repack facility in Winder, Georgia. In Yuma, Arizona, we also have a manufacturing facility and a cooling facility while in California, we own production facilities in Gonzales as well as in the Salinas valley. We also operate a distribution center with a fresh-cut facility in Ontario, Canada on owned land. The remaining 15 distribution centers are leased from third parties. All of our distribution centers have ripening capabilities and/or other value-added services. We own an avocado packing facility in Uruapan, Mexico. We also lease four port facilities that include cold storage capabilities.

Europe

We own and operate a fresh-cut fruit facility in Wisbech, England. In Larissa, Greece, we own and operate a production facility for prepared fruit, tomato products and snacks. In Frankfurt, Germany, we own a distribution center which is currently held for sale.

Asia

Our products are distributed from four leased distribution centers located at strategic ports in Japan with cold storage. In Japan, we also operate three fresh-cut fruit facilities. One is owned and the other two are leased. In Hong Kong, we lease a distribution center. In addition, we lease two distribution centers in South Korea and own one facility that includes a fresh-cut fruit and vegetable operation. Our distribution centers include ripening technology and other value-added services.

Central America

In Costa Rica, we own a juice processing plant, an IQF (individually quick frozen) fruit processing plant, and greenhouses where we produce tomatoes and other vegetables for sale in the local market. We also own greenhouses in Guatemala. In

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Panama, we have a banana operation on leased land; approximately 2,500 acres of this leased land were under production at the end of 2022.

South America

In Brazil, we own approximately 28,000 acres of land of which 1,800 acres are under production. In Uruguay, we own approximately 7,800 acres. In Chile, we own approximately 6,500 acres of land, of which approximately 2,900 acres are primarily used for production of non-tropical fruits. We also lease approximately 1,500 acres in Chile for non-tropical fruit production.

Africa

In Thika, Kenya, we own and operate a warehouse, a pineapple cannery, a fresh pineapple packing facility, and a juice production facility.

Middle East

In Jordan, we own an integrated poultry business including poultry farms, hatcheries, a feed mill, a poultry slaughterhouse and a meat processing plant which relate to our other products and services segment. In Jordan, we also own a 25 acre hydroponic greenhouse on leased land where we have a fresh-cut processing center. In the UAE, we lease a combined distribution and manufacturing center in Dubai. This facility includes fresh-cut fruit and vegetable operations, an ultra fresh juice manufacturing operation and prepared food manufacturing. In Saudi Arabia, we own 60% of a joint venture that owns two strategically located distribution centers in Jeddah and Riyadh as of year end 2022. We entered into an agreement to sell these two facilities, and leaseback a portion of the space, in the first quarter of 2023. In Kuwait, we have an F&B store and we lease a facility for manufacturing and/or distribution of fresh-cut and fresh produce, and ultra-fresh juices.

Other Properties

We own our U.S. executive headquarters building in Coral Gables, Florida, our Central America regional headquarters building in San Jose, Costa Rica and our South America regional headquarters building in Santiago, Chile. We own our office space in Guatemala City, Guatemala and Amman, Jordan. Our remaining office space in North America, Europe, Asia, Central and South America and the Middle East is leased from third parties.

Item 3.Legal Proceedings

Tax related matters

In connection with the examination of the tax returns in two foreign jurisdictions, the taxing authorities have issued income tax deficiencies related to transfer pricing aggregating approximately $160.2 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 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 an 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. Pursuant to local law, we registered real estate collateral with an approximate fair market value of $6.0 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 year ended December 30, 2022. 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 $24.0 million, and a net book value of $4.6 million as of the year ended December 30, 2022. The registration of this real estate collateral does not affect our operations in the country.

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In the other foreign jurisdiction, the administrative court denied our appeal, and on March 4, 2020 we filed an action in the judicial court to contest the administrative court's decision. The case is still pending.

We will 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.

Item 4.Mine Safety Disclosures

Not applicable.

PART II

Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market for our Ordinary Shares

Our Ordinary Shares are traded solely on the New York Stock Exchange, under the symbol FDP, and commenced trading on October 24, 1997, the date of our initial public offering.

As of February 10, 2023, we had 362 shareholders of record, which excludes shareholders whose shares were held by brokerage firms, depositories and other institutional firms.

Dividends

Holders of our Ordinary Shares are entitled to receive dividends when and if they are declared by our Board of Directors. Our Board of Directors declared and paid a cash dividend of $0.15 per share during each of the four quarters of 2022. In addition, on February 21, 2023, our Board of Directors declared a cash dividend of $0.15 per share, payable on March 31, 2023 to shareholders of record on March 8, 2023. The declaration, amount and payment of future dividends, if any, will be at the discretion of our Board of Directors and will depend upon many factors, including our results of operations, financial condition, capital requirements, restrictions in our debt agreements and other factors that our Board of Directors deem relevant.

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Performance Graph

The following graph compares the cumulative five-year total return of holders of FDP ordinary shares with the cumulative total returns of the S&P Smallcap 600 and S&P 600 Food Products indexes. The graph tracks the performance of a $100 investment in our common stock and in each of the indexes (with the reinvestment of all dividends) from December 29, 2017 to December 30, 2022.


	12/29/2017	12/28/2018	12/27/2019	1/1/2021	12/31/2021	12/30/2022
Fresh Del Monte Produce Inc.	100.00	60.01	75.12	52.13	60.75	58.93
S&P Smallcap 600	100.00	91.52	112.37	125.05	158.59	133.06
S&P 600 Food Products	100.00	91.60	106.59	104.53	115.45	111.69

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

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Item 6.Reserved

Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with the information contained in our consolidated financial statements and the notes thereto. The following discussion includes forward-looking statements that involve certain risks and uncertainties, including, but not limited to, those described in Item 1A. Risk Factors. Our actual results may differ materially from those discussed below. See “Special Note Regarding Forward-Looking Statements” and Item 1A. Risk Factors.

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, 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.

•Banana

•Other products and services - includes our third-party freight and logistic services business and our Jordanian poultry and meats business.

Fiscal Year

Our fiscal year end is the last Friday of the calendar year or the first Friday subsequent to the end of the calendar year, whichever is closest to the end of the calendar year. Fiscal year 2022 had 52 weeks and ended on December 30, 2022. Fiscal year 2021 had 52 weeks and ended on December 31, 2021. Fiscal year 2020 had 53 weeks and ended on January 1, 2021.

Current Macroeconomic Environment and Inflation Impact

During fiscal year 2021, we began experiencing inflationary and cost pressures due to volatility and disruption in the global economy. These conditions, which have increased our production and distribution costs, have been driven by a multitude of external factors including the ongoing COVID-19 pandemic. Specifically, costs of packaging materials, fertilizers, labor, fuel, and ocean and inland freight have been significantly increasing, and continued to adversely affect our profitability and operating cash flows during 2022. We are also experiencing pressure on our supply chain due to strained transportation capacity and lack of sufficient labor availability.

In addition, the invasion of Ukraine by Russia in early 2022 led to further economic disruption. While we do not operate in Ukraine and while our operations in Russia are de minimis, the conflict has exacerbated inflationary costs, supply chain and logistical pressures which have negatively impacted our business.

In response to these persisting inflationary and cost pressures, we began instituting price increases on the majority of our products during the latter part of 2021. Additionally, certain of our contracts for key products include contractually indexed fuel and freight surcharges that vary depending on commodity pricing. We expect that these inflation-justified price increases and surcharges will continue to help mitigate our increased costs.

Refer to the “Results of Operations" section below, as well as Part I. Item 1A, “Risk Factors” for further discussion.

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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 “2020 Optimization Program”). As a result of the review, we identified assets across all of our regions, primarily consisting of underutilized facilities and land, which we made a strategic decision to sell for total anticipated cash proceeds of approximately $100.0 million. As of the year ended December 30, 2022, we have received cash proceeds of $65.7 million in connection with asset sales under the 2020 Optimization Program (approximately $57.0 million of which was received during fiscal years 2020 and 2021). Subsequent to the year ended December 30, 2022, our 60% owned joint venture in Saudi Arabia entered into a sale and purchase agreement to sell two distribution centers and related assets for a total purchase price of $67.6 million. Contemporaneously with the execution of the sale and purchase agreement, we entered into an operating lease agreement in which we leased back a portion of the facilities for a term of five years. Upon the closing of the sale of the Saudi Arabian assets, which is expected to be completed in the first quarter of 2023, we will have completed the 2020 Optimization Program.

Net Sales

Our net sales are affected by numerous factors, including mainly the balance between the supply of and demand for our products and competition from other fresh produce companies. Our net sales are also dependent on our ability to supply a consistent volume and quality of fresh produce to the markets we serve. As a result of seasonal sales price fluctuations, we have historically realized a greater portion of our net sales and gross profit during the first two calendar quarters of the year. For example, seasonal variations in demand for bananas as a result of increased supply and competition from other fruit are reflected in the seasonal fluctuations of banana prices, with the first six months of each year generally exhibiting stronger demand and higher prices, except in those years where an excess supply exists. In our fresh and value-added products segment, there are seasonal variations in sales of our non-tropical fruit products which reach peak sales season from October to May. However, the impact of seasonality on our financial results was atypical during fiscal year 2022, particularly in our banana segment, where current market conditions led to a more significant portion of our gross profit being generated in the second half of the year when compared with historical results.

Our strategy for net sales growth is focused on protecting and growing our core business as well as driving innovation and expansion of our value-added categories, including through the development of new products and by targeting the convenience store and foodservice trade in our major global markets. In North America, we expect additional net sales growth by further expanding the market reach of our Mann Packing products, including fresh and fresh-cut vegetables and meals and snacks.

Since our financial reporting currency is the U.S. dollar, our net sales are significantly affected by fluctuations in the value of the currency in which we conduct our sales versus the dollar, with a weaker dollar versus such currencies resulting in increased net sales in dollar terms. Including the effect of our foreign currency hedges, net sales in 2022 were negatively impacted by $104.0 million primarily due to fluctuations in exchange rates versus the euro, Japanese yen, Korean won and British pound.

Cost of Products Sold

Cost of products sold is primarily composed of two elements:

Product costs - primarily composed of cultivation (the cost of growing crops), harvesting, packaging, labor, depreciation and farm administration. Product cost for produce obtained from independent growers is composed of procurement and packaging costs.

Logistics costs - includes land and sea transportation and expenses related to port facilities and distribution centers. Sea transportation cost is the most significant component of logistics costs and is comprised of:

•Ship operating expenses - includes operations, maintenance, depreciation, insurance, fuel (the cost of which is subject to commodity price fluctuations), and port charges.

•Chartered ship costs - includes the cost of chartering the ships, fuel and port charges.

•Container equipment-related costs - includes leasing expense and in the case of owned equipment, also depreciation expense.

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•Third-party containerized shipping costs - includes the cost of using third-party shipping in our logistics operations.

In general, changes in our volume of products sold can have a disproportionate effect on our gross profit. Within any particular year, a significant portion of our cost of products sold is fixed, both with respect to our operations and with respect to the cost of produce purchased from independent growers from whom we have agreed to purchase all the products they produce. Accordingly, higher volumes produced on company-controlled farms directly reduce the average per-box cost, while lower volumes directly increase the average per-box cost. In addition, because the volume that will actually be produced on our farms and by independent growers in any given year depends on a variety of factors, including weather, that are beyond our control or the control of our independent growers, it is difficult to predict volumes and per-box costs.

Variations in containerboard prices, which affect the cost of boxes and other packaging materials, and fuel prices can have a significant impact on our product costs and our gross profit. Containerboard, plastic, resin and fuel prices have historically been volatile. Our expenses relating to employee labor are also significant to our product costs and our gross profit, and our ability to control these costs is generally subject to numerous external factors. Also, variations in the production yields, fertilizers and other input costs and the cost to procure products from independent growers can have a significant impact on our costs. Refer to the “Current Macroeconomic Environment and Inflation Impact" section above for further discussion regarding the impact of inflationary cost pressures on our fiscal year 2022 financial results.

Since our financial reporting currency is the U.S. dollar, our costs are affected by fluctuations in the value of the currency in which we have significant operations versus the dollar, with lower cost resulting from a stronger U.S. dollar. During 2022, cost of products sold was positively impacted by approximately $59.5 million, primarily driven by fluctuations in exchange rates versus the euro, Costa Rican colon, British pound, Japanese yen, and Philippine peso.

Income Taxes

The provision for income taxes in 2022 was $20.1 million. Income taxes consist of the consolidation of the tax provisions, computed on a separate entity basis, in each country in which we have operations. Since we are a non-U.S. company with substantial operations outside the United States, a substantial portion of our results of operations is not subject to U.S. taxation. Several of the countries in which we operate have lower tax rates than the United States. We are subject to U.S. taxation on our operations in the United States. From time to time, tax authorities in various jurisdictions in which we operate audit our tax returns and review our tax positions. There are audits presently pending in various countries. There can be no assurance that any tax audits, or changes in existing tax laws or interpretations in countries in which we operate will not result in an increased effective tax rate for us.

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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.

RESULTS OF OPERATIONS

Consolidated Financial Results

The following summarizes the more significant factors impacting our operating results for the fiscal year ended December 30, 2022 as compared with the fiscal year ended December 31, 2021. For a discussion of our 2021 Results of Operations, including a discussion of our financial results for the fiscal year ended December 31, 2021 compared to the fiscal year ended January1, 2021, refer to Part II, Item 7 of our annual report on Form 10-K filed with the SEC on February 23, 2022.


	Year ended
	December 30, 2022		December 31, 2021		January 1, 2021
Net sales	$	4,442.3	$	4,252.0	$	4,202.3
Gross profit	340.2		303.8		250.9
Selling, general and administrative expenses	186.8		192.9		196.2
Operating income	156.3		111.0		76.5

Net sales - Net sales for 2022 increased by $190.3 million, or 4%, when compared against 2021. Net sales during 2022 benefited from inflation-justified price increases. The increase in net sales was partially offset by lower sales volume, primarily in our banana and fresh and value-added products segments, and the negative impact of fluctuations in exchange rates primarily versus the euro, Japanese yen, Korean won and British pound compared with the prior-year period. The negative impact of fluctuations in exchange rates was partially mitigated by our foreign currency hedges.

Gross profit - Gross profit for 2022 increased to $340.2 million compared with $303.8 million in 2021. The increase in gross profit was mainly driven by higher gross profit in our other products and services segment as a result of higher net sales of third-party ocean freight services, and the favorable impact of higher per unit sales prices across all segments. Partially offsetting the higher gross profit was the negative impact of fluctuations in exchange rates and higher per unit production and distribution costs, including costs of packaging materials, fertilizers, ocean and inland freight, fuel and labor resulting from global supply chain, logistics and inflationary cost pressures.

Selling, general and administrative expenses - Selling, general and administrative expenses decreased by $6.1 million, or 3%, when compared against the prior-year period, mainly as a result of lower advertising, promotional, and administrative expenses in the current year.

(Loss) gain on disposal of property, plant and equipment, net - The loss on disposal of property, plant and equipment, net of $(1.9) million during 2022 primarily related to the disposal of low-yielding banana crops in Central America, partially offset by gains on the sale of vacant land in Mexico and sales of vehicles in the Middle East. The gain on disposal of property, plant and equipment, net of $4.6 million during 2021 primarily related to the sales of a refrigerated vessel, vacant land in the Middle East, and a packing facility in South America, partially offset by losses on asset disposals in Central America.

Asset impairment and other (credits) charges, net - Asset impairment and other (credits) charges, net of $(4.8) million in 2022 primarily consisted of (1) a $(9.9) million reduction to our environmental liability for the Kunia Well Site clean-up in Hawaii, partially offset by (2) a $2.7 million impairment of banana-related fixed assets in the Philippines due to flooding as a result of heavy rainfall and (3) severance expenses in connection with the departure of our former President and Chief Operating Officer. Asset impairment and other (credits) charges, net of $4.5 million in 2021 primarily related to fixed asset impairments and other expenses incurred in connection with our exit from two low-yield banana farms in the Philippines, partially offset by an insurance recovery associated with hurricane damages in Guatemala.

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Operating income - Operating income increased by $45.3 million in 2022 when compared against 2021, mainly due to higher gross profit, the Kunia Well Site liability adjustment, and lower selling, general, and administrative expenses, partially offset by a slight net loss on disposals of property, plant, and equipment in 2022 when compared to a net gain in 2021.

Interest expense - Interest expense increased by $4.1 million in 2022 when compared against 2021, due to higher interest rates and higher average debt balances.

Other expense, net - Other expense, net, was $14.8 million in 2022 compared with $9.4 million in 2021. The increase in expense of $5.4 million was mainly driven by higher foreign currency related losses and the prior-year period including a gain related to fuel derivatives that were no longer designated as hedging instruments.

Income tax provision - Income tax provision was $20.1 million in 2022 compared with $2.0 million in 2021. The increase in the income tax provision of $18.1 million is primarily due to increased earnings in certain higher tax jurisdictions combined with the effect of a change in judgment in 2021 about our ability to realize deferred tax assets in future years, due to our current and foreseeable operations.

Financial Results by Segment

The following table presents net sales and gross profit by segment (U.S. dollars in millions) and gross margin percentage:


	Year ended
	December 30, 2022						December 31, 2021						January 1, 2021
Segments	Net Sales		Gross Profit		Gross Margin		Net Sales		Gross Profit		Gross Margin		Net Sales		Gross Profit		Gross Margin
Fresh and value-added products	$	2,581.8	$	183.0	7.1	%	$	2,504.8	$	180.2	7.2	%	$	2,484.1	$	159.1		6.4	%
Banana	1,619.8		120.7		7.5	%	1,581.1		110.9		7.0	%	1,602.6		85.6			5.3	%
Other products and services	240.7		36.5		15.2	%	166.1		12.7		7.6	%	115.6		6.2			5.4	%
	$	4,442.3	$	340.2	7.7	%	$	4,252.0	$	303.8	7.1	%	$	4,202.3	$	250.9		6.0	%

Fresh and value-added products

Net sales for 2022 increased by $77.0 million, or 3%, when compared against 2021. The increase in net sales was driven by higher per unit sales prices across all product categories, mainly due to inflation-justified price increases. The increase in net sales was partially offset by the negative impact of fluctuations in exchange rates in Europe and Asia, and lower net sales of fresh-cut vegetables and avocados as a result of lower sales volume.

Gross profit for 2022 increased moderately to $183.0 million compared with $180.2 million in 2021. Despite higher net sales, gross profit was negatively impacted by higher per unit production and distribution costs, including costs of packaging materials, fertilizers, and ocean and inland freight, across most product categories as a result of ongoing cost pressures. In addition, lack of availability of third-party shipping capacity for certain shipping routes negatively impacted non-tropical fruit gross profit. Gross margin was 7.1% in 2022, remaining relatively in line with 2021 gross margin of 7.2%.

Gross profit in the fresh and value-added products segment included $4.7 million of other product-related charges in 2021 comprised of $3.4 million in non-tropical fruit inventory write-offs related to inclement weather in Chile and a $1.3 million inventory write-off incurred in the Middle East. There were no other product-related charges in 2022.

Banana

Net sales of bananas for 2022 increased by $38.7 million, or 2%, when compared against 2021. The increase in net sales relates to higher per unit sales prices due to a combination of (1) inflation-justified price increases, (2) contractually indexed fuel and freight surcharges within certain of our contracts, (3) strategic sourcing decisions in response to market conditions which reduced excess volume, and (4) atypical seasonally low industry supply in certain markets in the second half of 2022. The increase in net sales was partially offset by lower sales volume and the negative impact of fluctuations in exchange rates in Europe and Asia.

Gross profit for 2022 was $120.7 million compared to $110.9 million in 2021. The increase in gross profit was driven by higher per unit sales prices and the absence of excess volume, partially offset by higher per unit production and distribution costs, including costs of packaging materials, fertilizers, and ocean and inland freight impacted by inflationary pressures. As a result of these factors, gross margin increased to 7.5% compared with 7.0% in the prior-year period.

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Gross profit for the banana segment included a $1.2 million net insurance recovery in 2021 associated with hurricane damage in Central America in the fourth quarter of 2020. There were no other product-related charges in 2022.

Other products and services

Net sales of other products and services increased by $74.6 million, or 45%, when compared with 2021 mainly due to higher net sales of third-party ocean freight services. Our fleet of vessels has enabled the expansion of these services, which benefited from elevated shipping rates and demand due to market logistical conditions.

Gross profit increased by $23.8 million due to higher net sales of third-party ocean freight services as a result of higher volume and higher shipping rates. Due to these factors, gross margin increased to 15.2% from 7.6%.

Demand and shipping rates associated with our third-party ocean freight services may be impacted by increased shipping capacity availability in the market in future periods.

LIQUIDITY AND CAPITAL RESOURCES

Fresh Del Monte Produce Inc. is a holding company whose only significant asset is the outstanding capital stock of our subsidiaries that directly or indirectly own all of our assets. We conduct all of our business operations through our subsidiaries. Accordingly, 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 our productivity and expand our product offerings and geographic reach.

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


	Year ended
	December 30, 2022		December 31, 2021		January 1, 2021
Summary cash flow information:
Net cash provided by operating activities	$	61.8	$	128.5	$	180.6
Net cash used in investing activities	(49.1)		(82.5)		(108.8)
Net cash used in financing activities	(12.0)		(53.2)		(85.8)
Effect of exchange rate changes on cash	0.4		6.8		(2.8)
Net increase (decrease) in cash and cash equivalents	1.1		(0.4)		(16.8)
Cash and cash equivalents, beginning	16.1		16.5		33.3
Cash and cash equivalents, ending	$	17.2	$	16.1	$	16.5

Operating activities

Net cash provided by operating activities was $61.8 million for 2022 compared with $128.5 million for 2021, a decrease of $66.7 million. The decrease in net cash provided by operating activities was principally attributable to working capital fluctuations, including lower levels of accounts payable and accrued expenses, mainly due to the timing of period end payments to suppliers, and higher levels of accounts receivable, mainly driven by higher net sales in the current year. Partially offsetting the decrease were higher net income in the current year and higher purchases of raw materials inventory in the prior-year period.

Working capital was $634.4 million at December 30, 2022 compared with $467.2 million at December 31, 2021, an increase of $167.2 million. The increase in working capital was mainly due to higher levels of (1) inventory, largely driven by inflationary cost increases and higher levels of key raw materials and packaging supplies in order to secure costs and availability, (2) assets held for sale, and (3) accounts receivable. In addition, lower levels of accounts payable and accrued expenses contributed to the increase in working capital.

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Investing activities

Net cash used in investing activities was $49.1 million for 2022 compared with $82.5 million for 2021. Net cash used in investing activities for 2022 primarily consisted of capital expenditures of $48.1 million and $9.7 million in investments in unconsolidated companies in the food and nutrition sector that align with our long-term strategy and vision. Partially offsetting the net cash used in investing activities in 2022 were proceeds from the sale of property, plant and equipment of $8.7 million, primarily relating to the sale of vacant land in Mexico and other assets in connection with our Optimization Program.

Net cash used in investing activities for 2021 primarily consisted of $98.5 million in capital expenditures and $7.0 million in investments in unconsolidated companies, partially offset by $17.5 million in proceeds from the sales of property, plant and equipment and $4.6 million in proceeds from the settlement of derivative instruments which were no longer designated in hedging relationships.

Capital expenditures related to the fresh and value-added products segment accounted for $29.1 million, or 61%, of our 2022 capital expenditures and $29.5 million, or 30%, of our 2021 capital expenditures. During 2022 and 2021, capital expenditures primarily related to (1) improvements and enhancements to our production facilities in North America, Europe, Asia, and the Middle East; (2) improvements to our pineapple operations in Central America and Kenya; and (3) operational investments in automation and data-driven technology, mainly in North America.

Capital expenditures related to the banana segment accounted for $15.1 million, or 31%, of total 2022 capital expenditures and $20.0 million, or 20%, of total 2021 capital expenditures. During both years, these capital expenditures primarily related to (1) improvements to our production operations in Central America; (2) improvements to our distribution centers; and (3) information technology initiatives. During 2021, capital expenditures related to the banana segment also included expansion of our operations in Panama.

Capital expenditures related to the other products and services segment accounted for $3.9 million, or 8%, of our 2022 capital expenditures and $3.8 million, or 4%, of our 2021 capital expenditures. During 2022 and 2021, these capital expenditures primarily related to improvements to our Jordanian poultry operations.

During fiscal 2020, regulations designed by the International Maritime Organization (IMO) to improve air quality, preserve the environment and protect human health went into effect. The regulations imposed a global 0.5% sulfur cap for marine fuel which is now only permitted to be used by ships equipped with sulfur cleaning devices. In anticipation of this legislation, and in an effort to maximize the capacity and efficiency of our logistics network, we entered into definitive agreements for the building of six refrigerated container ships during 2017 and 2018. These refrigerated container ships, four of which were received during fiscal 2020 and two of which were received during fiscal 2021, enable us the advantage of using lower cost fuel while remaining in compliance with the IMO’s regulations. We made payments of $45.3 million in 2021 and $89.0 million in 2020 in connection with these ships. These capital expenditures benefit our banana, fresh and value-added products, and other products and services segments.

Capital expenditures for 2023 are expected to be approximately $90.0 million, primarily consisting of (1) investments in our operations and production facilities in North America, including expenditures related to automation and technology initiatives and the relocation of one of our port facilities, (2) upgrades to our pineapple and banana production operations in Central America, and (3) investments to improve and expand our fresh-cut and prepared food operations in Europe. We expect to fund these capital expenditures which primarily relate to our fresh and value-added and banana segments through operating cash flows and borrowings under our credit facility.

Financing Activities

Net cash used in financing activities was $12.0 million for 2022 and $53.2 million for 2021. Net cash used in financing activities for 2022 primarily consisted of dividends paid of $28.7 million, partially offset by net borrowings on long-term debt of $20.7 million. Net cash used in financing activities for 2021 primarily consisted of net payments on long-term debt of $22.6 million and dividends paid of $23.7 million.

Debt Instruments and Debt Service Requirements

On October 1, 2019, we and certain of our subsidiaries entered into a Second Amended and Restated Credit Agreement (the “Second A&R Credit Agreement”) with the financial institutions and other lenders named therein, including Bank of America, N.A. as administrative agent and BofA Securities, Inc. as sole lead arranger and sole bookrunner. The Second A&R Credit

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Agreement provides for a five-year, $0.9 billion syndicated senior unsecured revolving credit facility (the “Revolving Credit Facility”) maturing on October 1, 2024. Effective September 13, 2022, we exercised our option as included in the Second A&R Credit Agreement to reduce the borrowing limit on the Revolving Credit Facility from the original limit of $1.1 billion to $0.9 billion. Certain of our direct and indirect subsidiaries have guaranteed the obligations under the Second A&R Credit Agreement. We intend to use funds borrowed under the Second A&R Credit Agreement from time to time for general corporate purposes, working capital, capital expenditures and other permitted investment opportunities

As of December 30, 2022, amounts borrowed under the Revolving Credit Facility accrued interest, at our election, at either (i) the Eurocurrency Rate (as defined in the Second A&R Credit Agreement) plus a margin that ranged from 1.0% to 1.5% or (ii) the Base Rate (as defined in the Second A&R Credit Agreement) plus a margin that ranged from 0% to 0.5%, in each case based on our Consolidated Leverage Ratio (as defined in the Second A&R Credit Agreement). The Second A&R Credit Agreement interest rate grid provides for five pricing levels for interest rate margins. In addition, we pay an unused commitment fee. At December 30, 2022, we had borrowings of $539.8 million outstanding under the Revolving Credit Facility bearing interest at a per annum rate of 5.55%. On December 30, 2022, we and certain of our subsidiaries executed Amendment No. 1 to the Second A&R Credit Agreement (the “Amendment”) with the financial institutions and other lenders named therein, including Bank of America, N.A. as administrative agent and BofA Securities, Inc. as sole lead arranger and sole bookrunner. Pursuant to the Amendment, the reference interest rate on the Revolving Credit Facility was amended to replace the Eurocurrency Rate with the Term Secured Overnight Financing Rate (“Term SOFR”) effective January 3, 2023. As amended, Term Loans made under the Revolving Credit Facility can be Base Rate Loans, Term SOFR Loans or Alternative Currency Term Rate Loans. All other material terms of the Second A&R Credit Agreement, as amended, remain unchanged.

The Second A&R Credit Agreement provides for an accordion feature that permits us, without the consent of the other lenders, to request that one or more lenders provide us with increases in revolving credit facility or term loans up to an aggregate of $300 million (“Incremental Increases”). The aggregate amount of Incremental Increases can be further increased to the extent that after giving effect to the proposed increase in revolving credit facility commitments or term loans, our Consolidated Leverage Ratio, on a pro forma basis, would not exceed 2.50 to 1.00. Our ability to request such increases in the Revolving Credit Facility or term loans is subject to its compliance with customary conditions set forth in the Second A&R Credit Agreement including compliance, on a pro forma basis, with the financial covenants and ratios set forth therein. Upon our request, each lender may decide, in its sole discretion, whether to increase all or a portion of its revolving credit facility commitment or provide term loans.

The Second A&R Credit Agreement requires us to comply with certain financial and other covenants. Specifically, it requires us to maintain a 1) Consolidated Leverage Ratio of not more than 3.50 to 1.00 at any time during any period of four consecutive fiscal quarters, subject to certain exceptions and 2) a minimum Consolidated Interest Coverage Ratio of not less than 2.25 to 1.00 as of the end of any fiscal quarter. Additionally, it requires us to comply with certain other covenants, including limitations on capital expenditures, stock repurchases, the amount of dividends that can be paid in the future, the amount and types of liens and indebtedness, material asset sales, and mergers. Under the Second A&R Credit Agreement, we are permitted to declare or pay cash dividends in any fiscal year up to an amount that does not exceed the greater of (i) an amount equal to the greater of (A) 50% of the Consolidated Net Income (as defined in the Second A&R Credit Agreement) for the immediately preceding fiscal year or (B) $25 million or (ii) the greatest amount which would not cause the Consolidated Leverage Ratio (determined on a pro forma basis) to exceed 3.25 to 1.00. It also provides an allowance for stock repurchases to be an amount not exceeding the greater of (i) $150 million in the aggregate or (ii) the amount that, after giving pro forma effect thereto and any related borrowings, will not cause the Consolidated Leverage Ratio to exceed 3.25 to 1.00. As of December 30, 2022, we were in compliance with all of the financial and other covenants contained in the Second A&R Credit Agreement.

As of December 30, 2022, we had $388.6 million of borrowing availability under committed working capital facilities, primarily under the Revolving Credit Facility.

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

Derivatives

We are exposed to fluctuations in currency exchange rates against the U.S. dollar on our results of operations and financial condition and we mitigate that exposure by entering into foreign currency forward contracts. Certain of our subsidiaries

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periodically enter into foreign currency forward contracts in order to hedge portions of forecasted sales or cost of sales denominated in foreign currencies, which generally mature within one year. The fair value of our derivatives related to our foreign currency cash flow hedges was a liability position of $6.7 million as of December 30, 2022 compared to a net liability position of $13.7 million as of December 31, 2021 due to the relative strengthening or weakening of exchange rates when compared to the contracted rates.

We are exposed to fluctuations in variable interest rates on our results of operations and financial condition, and we mitigate that exposure by entering into interest rate swaps from time to time. During 2018, we entered into interest rate swaps in order to hedge the risk of the fluctuation on future interest payments related to a portion of our variable rate LIBOR-based borrowings through 2028. The fair value of the derivatives related to our interest rate swap cash flow hedges was an asset position of $15.8 million as of December 30, 2022 compared to liability of $29.4 million as of December 31, 2021. The change to a net asset position is due to the relative increase in variable interest rates when compared to the rates as of December 31, 2021. In connection with the Amendment of our Revolving Credit Facility, we amended our interest rate swaps to transition from LIBOR to Term SOFR effective January 3, 2023.

We enter into derivative instruments with counterparties that are highly rated and do not expect a deterioration of our counterparty’s credit ratings; however, the deterioration of our counterparty’s credit ratings would affect the Consolidated Financial Statements in the recognition of the fair value of the hedges that would be transferred to earnings as the contracts settle. We expect that $1.0 million of the net fair value of designated hedges recognized as a net gain in accumulated other comprehensive loss will be transferred to earnings during the next 12 months, and the remaining net gain of $7.2 million over the following 5 years, along with the earnings effect of the related forecasted transactions.

Other

We are involved in several legal and environmental matters that, if not resolved in our favor, could require significant cash outlays and could have a material adverse effect on our results of operations, financial condition and liquidity. See Item 1. Business Overview under “Environmental Proceedings” and Item 3. Legal Proceedings and Note 16, “Commitments and Contingencies” to the Consolidated Financial Statements included in Item 8. Financial Statements and Supplementary Data.

Commitments and Contractual Obligations

The following details information with respect to our contractual obligations as of December 30, 2022.


	(U.S. dollars in millions)
Contractual obligations by period	Total		Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years
Fruit purchase agreements	$	1,009.3	$	260.2	$	516.1	$	233.0	$	—
Purchase obligations	230.4		204.9		10.6		3.4		11.5
Operating leases and charter agreements	257.5		53.7		84.4		67.6		51.8
Finance lease obligations	9.5		1.6		3.2		3.2		1.5
Long-term debt	539.8		—		539.8		—		—
Interest on long-term debt(1)	56.2		32.6		23.6		—		—
Retirement benefits	115.7		13.4		24.7		22.1		55.5
Uncertain tax positions	8.8		1.3		5.9		0.1		1.5
Totals	$	2,227.2	$	567.7	$	1,208.3	$	329.4	$	121.8

(1) We utilize a variable interest rate on our long-term debt, and for presentation purposes we have used an assumed average rate of 4.7%.

We have agreements to purchase the entire or partial production of certain products of our independent growers primarily in Guatemala, Ecuador, Philippines, Costa Rica, Colombia, and United Kingdom that meet our quality standards. Total purchases under these agreements amounted to $625.9 million for 2022, $683.2 million for 2021, and $744.9 million for 2020.

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Critical Accounting Policies and Estimates

We believe the following accounting polices used in the preparation of our Consolidated Financial Statements may involve a high degree of judgment and complexity and could have a material effect on our Consolidated Financial Statements.

Revenue Recognition

Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services. We record revenue based on a five-step model in accordance with the accounting guidance. For our customer contracts, we identify the performance obligations (products or services), determine the transaction price, allocate the contract transaction price to the performance obligations, and recognize the revenue when the performance obligation is fulfilled, which is when the product is shipped to or received by the customer, depending on the specific terms of the arrangement. Our revenues are recorded at a point in time.

Product sales are recorded net of variable consideration, such as provisions for returns, discounts and allowances. Such provisions are calculated using historical averages adjusted for any expected changes due to current business conditions. Consideration given to customers for cooperative advertising is recognized as a reduction of revenue except to the extent that there is a distinct good or service, in which case the expense is classified as selling, general, and administrative expense. Provisions for customer volume rebates are based on achieving a certain level of purchases and other performance criteria that are established on a program by program basis. These rebates are estimated based on the expected amount to be provided to the customers and are recognized as a reduction of revenue.

We expense incremental costs of obtaining a contract, if the contract period is for one year or less. These costs are included in selling, general and administrative expenses. Otherwise, incremental contract costs are recognized as an asset on our Consolidated Balance Sheets and amortized over time as promised goods and services are transferred to a customer. We account for shipping and handling costs as costs to fulfill a contract and not as performance obligations to our customers. We also exclude taxes collected from our customers, assessed by government authorities that are both imposed on and concurrent with a specific revenue-producing transaction, from our determination of the transaction price. We do not adjust the promised amount of consideration for the effects of a significant financing component if the period between the transfer of the promised good or service to a customer and the customer payment is one year or less.

Refer to Note 21, “Business Segment Data” for additional description of our reportable business segments and disaggregated revenue disclosures.

Growing Crops

Expenditures on pineapple, melon, vegetable and non-tropical fruit growing crops are valued at the lower of cost or market and are deferred and charged to cost of products sold when the related crop is harvested and sold. The deferred growing costs consist primarily of land preparation, cultivation, irrigation and fertilization costs. The deferred growing crop calculation is dependent on an estimate of harvest yields and future crop expenditures. If there is an unexpected decrease in estimated harvest yields, a write-down of deferred growing costs may be required.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill represents the excess of the purchase price of an acquired entity over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed in a business combination. We assess goodwill at the reporting unit level on an annual basis as of the first day of our fourth quarter, or more frequently if events or changes in circumstances suggest that goodwill may not be recoverable. A significant amount of judgment is involved in determining if an indicator of impairment has occurred.

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expenses and the weighted-average cost of capital for each reporting unit. If the carrying amount of the reporting unit exceeds the estimated fair value, an impairment charge is recorded to reduce the carrying value to the estimated fair value. The impairment of goodwill is limited to the total amount of goodwill allocated to the reporting unit. Any adverse changes in the significant estimates and assumptions used in our goodwill impairment test could have a significant impact on the recoverability of goodwill and could have a material impact on our Consolidated Financial Statements.

As part of the 2004 Del Monte Foods acquisition, we also acquired perpetual, royalty-free licenses to use the Del Monte® brand for processed and/or canned food in more than 100 countries throughout Europe, Africa, the Middle East and certain Central Asian countries. We can also produce, market and distribute certain prepared food products in North America based on our agreement with Del Monte Pacific utilizing the Del Monte® brand. This indefinite-lived intangible asset is not amortized but is reviewed for impairment as of the first day of the fourth quarter of each fiscal year, or sooner if impairment indicators arise. We generally estimate the fair value of our indefinite-lived intangible assets using a discounted cash flow approach.

The fair value of the banana reporting unit's goodwill, prepared reporting unit's goodwill and the Del Monte® prepared food reporting unit’s trade names and trademarks are sensitive to differences between estimated and actual cash flows and changes in the related discount rate used to evaluate the fair value of these assets. If the banana and the prepared food reporting unit do not perform to expected levels, the related goodwill and the Del Monte® trade names and trademarks associated with the prepared food reporting unit may be at risk for impairment in the future.

The following table highlights the sensitivities of the indefinite-lived intangibles at risk as of December 30, 2022 (U.S. dollars in millions):


	Banana Reporting Unit Goodwill			Prepared Food Reporting Unit Goodwill			Prepared Food Reporting Unit Del Monte® Trade Names and Trademarks
Carrying value of indefinite-lived intangible assets	$	64.1		$	48.8		$	30.8

Approximate percentage by which the fair value exceeds the carrying value based on the annual impairment test	11.4		%	11.7		%	15.9		%

Amount that a one percentage point increase in the discount rate and a 5% decrease in cash flows would cause the carrying value to exceed the fair value and trigger an impairment	$	58.5		$	26.3		$	—

As of December 30, 2022, we are not aware of any items or events that would cause an adjustment to the carrying value of our goodwill and indefinite-lived intangible assets.

Impairment of Long-Lived Assets

We review long-lived assets (or asset groups) with identifiable cash flows for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that an asset is not recoverable, and the carrying amount of an asset exceeds the asset’s fair value, we measure and record an impairment loss for the excess. The fair value of an asset is measured by either determining the expected future discounted cash flows of the asset or by independent appraisal.

Certain definite-lived intangible assets related to our fresh and value-added products segment are sensitive to changes in estimated cash flows. To the extent that future developments result in estimated cash flows that are less than currently estimated levels, it could lead to impairment of these assets.

Income Taxes

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the year in which the differences are expected to affect taxable income. Valuation allowances are established when it is deemed more likely than not that some portion or all of the deferred tax assets will not be realized.

We account for income tax uncertainties consistent with the ASC guidance included in “Income Taxes,” which clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Contingencies

Estimated losses from contingencies are recognized if it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Gain contingencies are not reflected in the financial statements until realized. We use judgment in assessing whether a loss contingency is probable and estimable. Actual results may differ from these estimates.

Derivative Financial Instruments

We recognize the value of derivative instruments as either assets or liabilities in the statement of financial position at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated as a hedge and qualifies as part of a hedging relationship. The accounting also depends on the type of hedging relationship, whether a cash flow hedge, a fair value hedge, or hedge of a net investment in a foreign operation.

We use derivative financial instruments primarily to reduce our exposure to adverse fluctuations in foreign exchange rates and variable interest rates. Upon entry into a derivative instrument, we formally designate and document the financial instrument as a hedge of a specific underlying exposure, as well as the risk management objectives and strategies for undertaking the hedge transaction. Derivatives are recorded in the Consolidated Balance Sheets at fair value in prepaid expenses and other current assets, other non-current assets, accounts payable and accrued expenses or other non-current liabilities, depending on whether the amount is an asset or liability and is of a short-term or long-term nature.

We designate our derivative financial instruments as cash flow hedges. A cash flow hedge requires that the change in the fair value of a derivative instrument be recognized in other comprehensive income, a component of shareholders’ equity, and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item. We also classify the cash flows from our cash flow hedges in the same category as the items being hedged on our Consolidated Statements of Cash Flows based on the fact that our cash flow hedges do not contain an other-than-insignificant financing element at inception.

In the event that hedge accounting is discontinued, any changes in fair value of the associated derivatives since the date of dedesignation are recognized in other expense, net. Cash flows subsequent to the date of dedesignation are classified within investing activities in our Consolidated Statements of Cash Flows.

Fair Value Measurements

Fair value is measured as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In developing its fair value estimates, we use the following hierarchy:

•Level 1 - Quoted prices in active markets for identical assets or liabilities.

•Level 2 - Observable market-based inputs or unobservable inputs that are corroborated by market data.

•Level 3 - Significant unobservable inputs that are not corroborated by market data. Generally, these fair value measures are model-based valuation techniques such as discounted cash flows using our own estimates and assumptions or those expected to be used by market participants.

We measure fair value for our financial instruments, such as derivatives, on an ongoing basis. We measure fair value for non-financial assets when a valuation is necessary, such as for impairment of long-lived and indefinite-lived assets when indicators of impairment exist.

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Our asset impairments for certain long-lived assets including property, plant, and equipment are generally estimated using a market approach. The fair value of these assets are classified as Level 3 in the fair value hierarchy due to the mix of unobservable inputs utilized.

Our impairments of goodwill and indefinite-lived intangible assets are generally estimated using an income or market approach, or a combination thereof. Due to the mix of unobservable inputs utilized, these measurements are usually classified as Level 3 in the fair value hierarchy.

New Accounting Pronouncements

For a description of new applicable accounting pronouncements, refer to Note 2, “Summary of Significant Accounting Policies” to the Consolidated Financial Statements included in Item 8. Financial Statements and Supplementary Data.

Off-Balance Sheet Arrangements

We are not involved in any off-balance sheet arrangements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk from changes in currency exchange rates and interest rates, which may adversely affect our results of operations and financial condition. We seek to minimize the risks from these currency exchange rate and interest rate fluctuations through our regular operating and financing activities and, when considered appropriate, through the use of derivative financial instruments. Our policy is to not use financial instruments for trading or other speculative purposes and not to be a party to any leveraged financial instruments.

We manage our currency exchange rate risk by hedging a portion of our overall exposure to currency fluctuation through foreign exchange forward contracts. We manage our exposure to interest rate fluctuations on a portion of our debt through interest rate swaps which convert the floating rate to a fixed rate, plus a borrowing spread. We also have procedures to monitor the impact of market risk on the fair value of long-term debt, short-term debt instruments and other financial instruments, considering reasonably possible changes in currency exchange rates and interest rates.

Exchange Rate Risk

Because we conduct our operations in many areas of the world involving transactions denominated in a variety of currencies, our results of operations as expressed in U.S. dollars may be significantly affected by fluctuations in rates of exchange between currencies. These fluctuations could be significant. Approximately 28% and 34% of our net sales and a significant portion of our costs and expenses in each of 2022 and 2021 were denominated in currencies other than the dollar. We generally are unable to adjust our non-dollar local currency sales prices to reflect changes in exchange rates between the dollar and the relevant local currency. As a result, changes in exchange rates between the Euro, Japanese yen, British pound, Korean won or other currencies in which we receive sale proceeds and the dollar have a direct impact on our operating results. Our costs are also affected by fluctuations in the value, relative to U.S. dollar, of the currencies of the countries in which we have significant production operations, such as the Costa Rican colon, Guatemalan quetzal, Chilean peso, Kenya shilling, and Mexican peso. A weaker U.S. dollar may result in increased costs of production abroad. There is normally a time lag between the moment we incur costs and the moment we collect payments for our products, exposing us to additional currency exchange rate risk.

To reduce currency exchange rate risk, we generally exchange local currencies for dollars promptly upon receipt. We periodically enter into currency forward contracts as a hedge against a portion of our currency exchange rate exposures; however, we may decide not to enter into these contracts during any particular period. We had several foreign currency cash flow hedges outstanding, and the fair value of these hedges was a net liability of $6.7 million as of December 30, 2022 and $13.7 million as of December 31, 2021.

The results of a hypothetical 10% strengthening in the average value of the dollar during 2022 and 2021 relative to the other currencies in which a significant portion of our net sales are denominated would have resulted in a decrease in net sales of approximately $126.0 million and $145.0 million for the years ended December 30, 2022 and December 31, 2021. This calculation assumes that each exchange rate would change in the same direction relative to the dollar. Our sensitivity analysis of the effects of changes in currency exchange rates does not factor in a potential change in sales levels or any offsetting gains on currency forward contracts.

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Interest Rate Risk

As described in Note 11, “Debt” to the Consolidated Financial Statements, our indebtedness is both variable and fixed rate. Changes in interest rates in our indebtedness could have a material effect on our financial statements.

At year end December 30, 2022 and December 31, 2021, total variable rate debt had carrying values of $539.8 million and $519.1 million. The fair value of the debt approximates the carrying value because the variable rates approximate market rates. A 10% increase in the interest rate for 2022 and 2021 would have resulted in a negative impact of approximately $2.8 million and $0.7 million on our results of operations for the years ended December 30, 2022 and December 31, 2021.

To reduce interest rate risk, during 2018, we entered into interest rate swaps in order to hedge the risk of the fluctuation on future interest expense related to a portion of our variable rate, LIBOR-based borrowings under our Credit Facility through 2028; however, we may decide not to enter into these contracts during any particular period. We amended our Second A&R Credit Agreement and our interest rate swaps to transition from LIBOR to SOFR as a reference rate effective January 3, 2023. At year end December 30, 2022, the fair value of the interest rate swap contracts were in a net asset position of $15.8 million compared to a net liability position of $29.4 million as of December 31, 2021.

At December 30, 2022, the notional value of interest rate contracts outstanding was $400 million, with $200 million maturing in 2024 and the remaining $200 million maturing in 2028.

The above discussion of our procedures to monitor market risk and the estimated changes in fair value resulting from our sensitivity analysis are forward-looking statements of market risk assuming certain adverse market conditions occur.

Actual results in the future may differ materially from these estimated results due to actual developments in the global financial markets. The analysis methods we used to assess and mitigate risk discussed above should not be considered projections of future events or losses.

Special Note Regarding Forward-Looking Statements

This annual report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Specifically, this annual report contains forward-looking statements including, but not limited to the following:

•our beliefs regarding our market positions in our different product categories and the contributing factors to such market positions;

•our beliefs regarding our opportunity to be a preferred supplier to large retail, convenience store chain, and food service customers and our methods to expand or establish such status;

•our beliefs regarding the growth of the fresh-cut produce category and fresh produce industry and differentiation within the industry;

•our expectation to continue investing in new product development to increase revenue and maintain our premium price position and market leadership in our product categories;

•our beliefs regarding increases in outsourcing by food retailers, the drivers of that trend, and the beneficiaries of such increases;

•our beliefs regarding our ability to leverage our existing distribution network and infrastructure to expand the market reach of our Mann Packing products;

•our beliefs regarding our competitive advantages and the reasons for those advantages;

•our beliefs and expectations of our ability to generate cost savings, expand our cargo business, and improve the quality of our products;

•our beliefs regarding the barriers to entry in the pineapple and non-tropical fruit markets;

•our expectations regarding the competitive pressures in the markets that we operate in;

•our beliefs regarding our positioning to increase market share and our strategies to do so;

•our beliefs regarding our principal competitive opportunities;

•our beliefs regarding the materiality of our legal proceedings;

•our beliefs regarding the benefits of diversity and inclusion within our workforce;

•our beliefs related to the sufficiency of our capital resources;

•our beliefs regarding the impacts of consolidation in our industry;

•our beliefs regarding the adequacy of our insurance coverage;

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•our beliefs regarding the sufficiency of our information technology protections and practices;

•our expectations and estimates regarding certain legal, tax and accounting matters, including our litigation strategy, plans and beliefs regarding the ultimate outcome of income tax adjustments assessed by foreign taxing authorities;

•our belief that certain proposed adjustments by taxing authorities are without merit, our ability to contest the adjustments and our plans to contest such adjustments;

•our belief that our cash on hand, capacity available under our Revolving Credit Facility, and cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months;

•our expectations regarding fluctuations in the financial performance of our business due to seasonality;

•our plans and strategies to expand various categories of our business in our geographic markets;

•our beliefs regarding opportunities for sales growth and development of our fresh and prepared food products in the Middle East, North Africa and Central Asian countries and the drivers of continued net sales growth across our segments;

•our expectations and strategies for net sales growth in our respective geographic markets, including new product offerings and expansion of existing product offerings, increased sales volumes of existing products, expansion in various markets and targeting of convenience stores and foodservice trades in selected markets;

•our expectation that a significant portion of our revenues will continue to be derived from a relatively small number of customers and our beliefs regarding the factors that go into the purchase decisions of such customers;

•our expectations regarding the expansion of our third-party ocean freight services and other new logistic services to provide a meaningful contribution to our profitability and operating results;

•our beliefs regarding compliance with applicable laws and regulations;

•our expectations regarding our further equity investments in companies;

•our beliefs regarding the increasing emphasis on food safety issues;

•our expectations regarding expenditures for research and development;

•our expectations regarding inflationary pressures and the impacts to our operating results;

•our expectations relating to sales growth;

•our plans regarding our Optimization Program, including our intention to sell identified assets and the anticipated value of such sales;

•our expectations regarding estimated liabilities and expenditures related to environmental cleanup;

•our expectations regarding voting practices of our principal shareholders;

•our beliefs regarding trends in consumer demand and factors that provide differentiation;

•our expectations regarding our derivative instruments, including our counterparties’ credit ratings and the anticipated impacts on our financial statements;

•our expectations concerning the fair value of hedges, including the timing and impact to our results; and

•our plans and future performance.

These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. Various factors could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results and performance to differ materially from those expressed in or implied by the forward-looking statements include, but are not limited to, the following:

•disruptions or inefficiencies in our operations or supply chain;

•the impact of inflation;

•the duration and spread of the pandemic and related government restrictions and our ability to maintain the safety of our workforce;

•our ability to successfully execute our long-term strategy;

•the impact of governmental trade restrictions, including adverse governmental regulation that may impact our ability to access certain markets;

•our anticipated cash needs in light of our liquidity;

•the continued ability of our distributors and suppliers to have access to sufficient liquidity to fund their operations;

•the impact of product and raw material supply and pricing, as well as prices for petroleum-based products and packaging materials;

•the impact of pricing and other actions by our competitors, particularly during periods of low consumer confidence and spending levels;

•trends and other factors affecting our financial condition or results of operations from period to period, including changes in product mix, consumer preferences or consumer demand for branded products such as ours; anticipated price and expense levels;

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•the impact of crop disease, such as vascular diseases, one of which is known as Tropical Race 4, or TR4 (also known as Panama Disease);

•our ability to improve our existing quarantine policies and other prevention strategies, as well as find contingency plans, to protect our and our suppliers’ banana crops from vascular diseases;

•disruptions or issues that impact our production facilities or complex logistics network;

•the availability of sufficient labor during peak growing and harvesting seasons;

•the impact of foreign currency fluctuations;

•inability to realize expected benefits on plans for expansion of our business (including through acquisitions);

•our ability to successfully integrate acquisitions and new product lines into our operations;

•the impact of impairment or other charges associated with exit activities, crop or facility damage or otherwise,

•the timing and cost of resolution of pending and future legal and environmental proceedings or investigation;

•the impact of changes in tax accounting or tax laws (or interpretations thereof), the impact of claims or adjustments proposed by the Internal Revenue Service or other taxing authorities in connection with our tax audits and our ability to successfully contest such tax claims and pursue necessary remedies;

•the success of our joint ventures;

•the impact of severe weather conditions and natural disasters, such as flooding and earthquakes, on crop quality and yields and on our ability to grow, procure or export our products;

•the adequacy of our insurance coverage;

•the cost and other implications of changes in regulations applicable to our business, including potential legislative or regulatory initiatives in the United States or elsewhere directed at mitigating the effects of climate change;

•damage to our reputation or brand names or negative publicity about our products;

•exposure to product liability claims and associated regulatory and legal actions, product recalls, or other legal proceedings relating to our business;

•our ability to continue to comply with covenants and the terms of our credit instruments and our ability to obtain additional financing to fund our capital expenditures;

•our ability to successfully implement our Optimization Program and to realize its expected benefits; and

•our ability to successfully manage the risks associated with international operations, including risks relating to political or economic conditions, inflation, tax laws, currency restrictions and exchange rate fluctuations, legal or judicial systems.

The foregoing list of important factors does not include all such factors, nor necessarily present them in order of importance. In addition, you should consult other disclosures made by us (such as in our other filings with the SEC or in company press releases) for other factors that may cause actual results to differ materially from those projected by the Company. Please refer to Part I. Item 1A., Risk Factors, of this Form 10-K for additional information regarding factors that could affect our results of operations, financial condition and liquidity.

We intend our forward-looking statements to speak only as of the time of such statements and do not undertake or plan to update or revise them as more information becomes available or to reflect changes in expectations, assumptions or results, except as required by applicable law. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this report or included in our other periodic reports filed with the SEC could materially and adversely impact our operations and our future financial results.

Any public statements or disclosures made by us following this report that modify or impact any of the forward-looking statements contained in or accompanying this report will be deemed to modify or supersede such outlook or other forward-looking statements in or accompanying this report.

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Item 8.Financial Statements and Supplementary Data

Our Consolidated Financial Statements and Schedule set forth in the accompanying Index are filed as part of this Report.

Index to Consolidated Financial Statements


			Page
Internal Control over Financial Reporting

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting			49

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (Public Company Accounting Oversight Board ID: 42)			50

Consolidated Balance Sheets at December 3 0 , 202 2 and December 31, 2021			52

Consolidated Statements of Operations for the years ended December 30, 2022, December 31, 2021 and January 1, 2021			53

Consolidated Statements of Comprehensive Income for the years ended December 30, 2022, December 31, 2021, and January 1, 2021			54

Consolidated Statements of Cash Flows for the years ended December 30, 2022, December 31, 2021, and January 1, 2021			55

Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling Interest for the years ended December 30, 2022, December 31, 2021, and January 1, 2021			56

Notes to Consolidated Financial Statements			57

Supplemental Financial Statement Schedule

Schedule II - Valuation and Qualifying Accounts			105

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Fresh Del Monte Produce Inc.

Opinion on Internal Control over Financial Reporting

We have audited Fresh Del Monte Produce Inc. and subsidiaries’ internal control over financial reporting as of December 30, 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Fresh Del Monte Produce Inc. and subsidiaries (the "Company") maintained, in all material respects, effective internal control over financial reporting as of December 30, 2022, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2022 consolidated financial statements and schedule of the Company and our report dated February 22, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Miami, Florida

February 22, 2023

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Fresh Del Monte Produce Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Fresh Del Monte Produce Inc. and subsidiaries (the “Company”) as of December 30, 2022 and December 31, 2021, and the related consolidated statements of operations, comprehensive income, cash flows and shareholders’ equity and redeemable noncontrolling interest for each of the three years in the period ended December 30, 2022, and the related notes and supplemental financial statement schedule listed in the Index at Item 15 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 30, 2022 and December 31, 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 30, 2022, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 22, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.


			Valuation of Goodwill and Indefinite-lived Intangible Assets
Description of the Matter			At December 30, 2022, the Company’s goodwill and indefinite-lived intangible assets were $454.6 million. As discussed in Note 2 to the consolidated financial statements, goodwill and indefinite-lived intangible assets are tested for impairment at least annually, at the reporting unit level. The carrying values of the prepared food reporting unit’s goodwill, and the Del Monte® prepared food reporting unit’s trade names and trademarks are $48.8 million and $30.8 million, respectively as of December 30, 2022. Note 6 to the consolidated financial statements discloses the sensitivity of fair value of these assets to changes in assumptions and underlying data used by the Company in their impairment accounting model including differences between estimated and actual cash flows and in discount rates used. The Company measured the fair value of the goodwill using an income approach and the fair value of trade names and trademarks using a royalty savings method. Auditing the Company’s annual impairment test related to the prepared food reporting unit’s goodwill, and the Del Monte® prepared food reporting unit’s trade names and trademarks was complex and required the involvement of our specialists due to the judgmental nature of the assumptions used in the valuation models described above. Moreover, these assets are more sensitive to the differences between estimated and actual cash flows, and changes in discount and royalty rates used to estimate their fair value. Assumptions related to estimated cash flows (specifically sales and cost of products sold and long-term growth rates for sales and cost of products sold) are judgmental as they are affected by expectations about future market or economic conditions, which can vary significantly and depend on market forces and events outside of the Company’s control.
How We Addressed the Matter in our Audit			We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s impairment review process related to the prepared food reporting unit’s goodwill, and the Del Monte® prepared food reporting unit’s trade names and trademarks, including controls over management’s review of the significant assumptions described above. To test the estimated fair value of the Company’s prepared food reporting unit’s goodwill, and the Del Monte® prepared food reporting unit’s trade names and trademarks, our audit procedures included, among others, evaluating the methodologies used, the significant assumptions discussed above, and the underlying data used by the Company. Such data includes historical sales and cost data, go forward business plans and planned capital expenditures, as well as data from comparable companies. We involved our valuation specialists to assist in our procedures and to independently evaluate the reasonableness of the ranges for the discount and royalty rates. We compared the significant assumptions to current industry and economic trends, as well as market factor changes, to the Company’s business model, and other relevant factors. We assessed the historical accuracy of management’s estimates by comparing them to actual operating results and performed sensitivity analyses of the significant assumptions described above to evaluate the impact on the fair value of the prepared food reporting unit’s goodwill and the Del Monte® prepared food reporting unit’s trade names and trademarks.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 1997.

Miami, Florida

February 22, 2023

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(U.S. dollars in millions, except share and per share data)


	December 30, 2022		December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	17.2	$	16.1
Trade accounts receivable, net of allowance of $21.6 and $21.8, respectively	373.5		342.9
Other accounts receivable, net of allowance of $5.7 and $3.8, respectively	91.0		94.4
Inventories, net	669.0		602.8
Assets held for sale	67.3		16.2
Prepaid expenses and other current assets	23.4		24.0
Total current assets	1,241.4		1,096.4

Investments in and advances to unconsolidated companies	18.0		8.7
Property, plant and equipment, net	1,309.5		1,415.8
Operating lease right-of-use assets	213.8		199.0
Goodwill	422.9		423.7
Intangible assets, net	135.0		142.8
Deferred income taxes	47.4		53.8
Other noncurrent assets	70.9		57.9
Total assets	$	3,458.9	$	3,398.1

Liabilities and shareholders' equity
Current liabilities:
Accounts payable and accrued expenses	$	549.9	$	580.1
Current maturities of debt and finance leases	1.3		1.3
Current maturities of operating leases	41.6		37.0
Income taxes and other taxes payable	14.2		10.8
Total current liabilities	607.0		629.2

Long-term debt and finance leases	547.1		527.7
Operating leases, less current maturities	147.3		136.0
Retirement benefits	82.4		90.0
Other noncurrent liabilities	28.5		72.1
Deferred income taxes	71.6		69.6
Total liabilities	1,483.9		1,524.6
Commitments and contingencies (See note 15)
Redeemable noncontrolling interest	49.4		49.5
Shareholders' equity:
Preferred shares, $0.01 par value; 50,000,000 shares authorized; none issued or outstanding	—		—
Ordinary shares, $0.01 par value; 200,000,000 shares authorized; 47,838,680 and 47,554,695 issued and outstanding, respectively	0.5		0.5
Paid-in capital	548.1		541.0
Retained earnings	1,397.6		1,327.7
Accumulated other comprehensive loss	(41.5)		(66.9)
Total Fresh Del Monte Produce Inc. shareholders' equity	1,904.7		1,802.3
Noncontrolling interests	20.9		21.7
Total shareholders' equity	1,925.6		1,824.0
Total liabilities, redeemable noncontrolling interest and shareholders' equity	$	3,458.9	$	3,398.1

See accompanying notes.

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(U.S. dollars in millions, except share and per share data)


	Year ended
	December 30, 2022		December 31, 2021		January 1, 2021
Net sales	$	4,442.3	$	4,252.0	$	4,202.3
Cost of products sold	4,102.1		3,948.2		3,951.4
Gross profit	340.2		303.8		250.9

Selling, general and administrative expenses	186.8		192.9		196.2
(Loss) gain on disposal of property, plant and equipment, net	(1.9)		4.6		22.2

Asset impairment and other (credits) charges, net	(4.8)		4.5		0.4
Operating income	156.3		111.0		76.5

Interest expense	24.4		20.3		21.4
Interest income	0.7		0.6		0.7
Other expense, net	14.8		9.4		4.5
Income before income taxes	117.8		81.9		51.3

Income tax provision	20.1		2.0		5.0
Net income	$	97.7	$	79.9	$	46.3

Less: Net loss attributable to redeemable and noncontrolling interests	(0.9)		(0.1)		(2.9)
Net income attributable to Fresh Del Monte Produce Inc.	$	98.6	$	80.0	$	49.2

Net income per ordinary share attributable to Fresh Del Monte Produce Inc. - Basic	$	2.06	$	1.68	$	1.03

Net income per ordinary share attributable to Fresh Del Monte Produce Inc. - Diluted	$	2.06	$	1.68	$	1.03

Dividends declared per ordinary share	$	0.60	$	0.50	$	0.30

Weighted average number of ordinary shares:
Basic	47,790,920		47,508,208		47,569,794
Diluted	47,943,464		47,701,397		47,660,600

See accompanying notes.

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(U.S. dollars in millions)


	Year ended
	December 30, 2022		December 31, 2021		January 1, 2021
Net income	$	97.7	$	79.9	$	46.3

Other comprehensive income:
Net unrealized gain (loss) on derivatives, net of tax	46.9		8.7		(24.1)
Net unrealized foreign currency translation (loss) gain	(18.6)		(14.1)		12.5

Net change in retirement benefit adjustment, net of tax	(2.9)		15.5		—
Comprehensive income	123.1		90.0		34.7
Less: comprehensive loss attributable to redeemable and noncontrolling interests	(0.9)		(0.1)		(2.9)
Comprehensive income attributable to Fresh Del Monte Produce Inc.	$	124.0	$	90.1	$	37.6

See accompanying notes.

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in millions)


	Year ended
	December 30, 2022		December 31, 2021		January 1, 2021
Operating activities:
Net income	$	97.7	$	79.9	$	46.3
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	92.5		96.8		95.0
Amortization of debt issuance costs	0.6		0.6		0.5
Share-based compensation expense	6.9		7.6		7.5

Asset impairment charges	3.5		3.8		11.8
Change in uncertain tax positions	1.7		2.3		0.6

Loss (gain) on disposal of property, plant and equipment, net	1.9		(4.6)		(22.2)

Deferred income taxes	2.5		(15.0)		(0.5)

Adjustment of Kunia Well Site liability	(9.9)		—		—
Other, net	1.6		(11.1)		5.0
Changes in operating assets and liabilities
Receivables	(37.4)		(13.9)		16.1
Inventories	(72.1)		(105.1)		38.7
Prepaid expenses and other current assets	(0.2)		7.2		(12.7)
Accounts payable and accrued expenses	(17.8)		78.3		(11.7)
Other noncurrent assets and liabilities	(9.7)		1.7		6.2
Net cash provided by operating activities	61.8		128.5		180.6

Investing activities:
Capital expenditures	(48.1)		(98.5)		(150.0)
Investments in unconsolidated companies	(9.7)		(7.0)		—
Proceeds from sales of property, plant and equipment	8.7		17.5		39.5
Cash (paid) received from settlement of derivatives not designated as hedges	(0.2)		4.6		—
Proceeds from sale of investment	—		—		0.5

Other investing activities	0.2		0.9		1.2
Net cash used in investing activities	(49.1)		(82.5)		(108.8)

Financing activities:
Proceeds from long-term debt	1,066.3		703.4		751.8
Payments on long-term debt	(1,045.6)		(726.0)		(796.8)

Distributions to noncontrolling interests	(0.9)		(6.5)		(6.9)


Repurchase and retirement of ordinary shares	—		—		(20.8)
Share-based awards settled in cash for taxes	(1.6)		(0.4)		(0.6)
Dividends paid	(28.7)		(23.7)		(14.3)
Other financing activities	(1.5)		—		1.8
Net cash used in financing activities	(12.0)		(53.2)		(85.8)


Effect of exchange rate changes on cash	0.4		6.8		(2.8)
Net increase (decrease) in cash and cash equivalents	1.1		(0.4)		(16.8)
Cash and cash equivalents, beginning	16.1		16.5		33.3
Cash and cash equivalents, ending	$	17.2	$	16.1	$	16.5

Supplemental cash flow information:
Cash paid for interest	$	23.5	$	19.9	$	20.6
Cash paid for income taxes	$	13.3	$	9.5	$	9.2

Non-cash financing and investing activities:
Right-of-use assets obtained in exchange for new operating lease obligations	$	59.6	$	78.8	$	50.7
Right-of-use assets obtained in exchange for new finance lease obligations	$	0.1	$	9.9	$	—
Retirement of ordinary shares	$	—	$	—	$	20.8
Dividends on restricted stock units	$	—	$	0.2	$	0.4

See accompanying notes.

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND REDEEMABLE NONCONTROLLING INTEREST

(U.S. dollars in millions, except share data)


	Ordinary Shares Outstanding	Ordinary Shares		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Fresh Del Monte Produce Inc. Shareholders' Equity		Noncontrolling Interests		Total Shareholders' Equity		Redeemable Noncontrolling Interest
Balance at December 27, 2019	48,014,628	$	0.5	$	531.4	$	1,252.7	$	(65.4)	$	1,719.2	$	24.5	$	1,743.7	$	55.3

Settlement of restricted stock awards	7,609	—		—		—		—		—		—		—		—
Settlement of restricted stock units	191,417	—		—		—		—		—		—		—		—
Share-based payment expense	—	—		7.5		—		—		7.5		—		7.5		—
Cumulative effect adjustment of ASC 326 adoption	—	—		—		(1.2)		—		(1.2)		—		(1.2)		—

Distribution to noncontrolling interests	—	—		—		—		—		—		—		—		(5.0)

Repurchase and retirement of ordinary shares	(841,235)	—		(6.2)		(14.6)		—		(20.8)		—		(20.8)		—
Dividend declared	—	—		0.4		(14.7)		—		(14.3)		—		(14.3)		—
Comprehensive income:
Net income (loss)	—	—		—		49.2		—		49.2		(2.8)		46.4		(0.1)
Unrealized gain (loss) on derivatives, net of tax	—	—		—		—		(24.1)		(24.1)		—		(24.1)		—

Net unrealized foreign currency translation (loss) gain	—	—		—		—		12.5		12.5		—		12.5		—

Comprehensive income (loss)										37.6		(2.8)		34.8		(0.1)
Balance at January 1, 2021	47,372,419	$	0.5	$	533.1	$	1,271.4	$	(77.0)	$	1,728.0	$	21.7	$	1,749.7	$	50.2
Exercises of stock options	4,000	—		0.1		—		—		0.1		—		0.1		—

Settlement of restricted stock units	178,276	—		—		—		—		—		—		—		—
Share-based payment expense	—	—		7.6		—		—		7.6		—		7.6		—



Distribution to noncontrolling interests	—	—		—		—		—		—		(0.4)		(0.4)		(0.2)


Dividend declared	—	—		0.2		(23.7)		—		(23.5)		—		(23.5)		—
Comprehensive income:
Net income (loss)	—	—		—		80.0		—		80.0		0.4		80.4		(0.5)
Unrealized gain (loss) on derivatives, net of tax	—	—		—		—		8.7		8.7		—		8.7		—

Net unrealized foreign currency translation (loss) gain	—	—		—		—		(14.1)		(14.1)		—		(14.1)		—
Change in retirement benefit adjustment, net of tax	—	—		—		—		15.5		15.5		—		15.5		—
Comprehensive income (loss)										90.1		0.4		90.5		(0.5)
Balance at December 31, 2021	47,554,695	$	0.5	$	541.0	$	1,327.7	$	(66.9)	$	1,802.3	$	21.7	$	1,824.0	$	49.5
Exercises of stock options	7,000	—		0.2		—		—		0.2		—		0.2		—

Settlement of restricted stock units	276,985	—		—		—		—		—		—		—		—
Share-based payment expense	—	—		6.9		—		—		6.9		—		6.9		—

Disposal of noncontrolling interests										—		0.3		0.3
Distribution to noncontrolling interests	—	—		—		—		—		—		(0.3)		(0.3)		—

Dividend declared	—	—		—		(28.7)		—		(28.7)		—		(28.7)		—
Comprehensive income:
Net income (loss)	—	—		—		98.6		—		98.6		(0.8)		97.8		(0.1)
Unrealized gain (loss) on derivatives, net of tax	—	—		—		—		46.9		46.9		—		46.9		—

Net unrealized foreign currency translation (loss) gain	—	—		—		—		(18.6)		(18.6)		—		(18.6)		—
Change in retirement benefit adjustment, net of tax	—	—		—		—		(2.9)		(2.9)		—		(2.9)		—
Comprehensive income (loss)										124.0		(0.8)		123.2		(0.1)
Balance at December 30, 2022	47,838,680	$	0.5	$	548.1	$	1,397.6	$	(41.5)	$	1,904.7	$	20.9	$	1,925.6	$	49.4

See accompanying notes.

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. General

Reference in this Report to “Fresh Del Monte,” “we,” “our” and “us” and the “Company” refer to Fresh Del Monte Produce Inc. and its subsidiaries, unless the context indicates otherwise.

Nature of Business

•Banana

•Other products and services - includes our third-party freight and logistic services business and our Jordanian poultry and meats business.

Fiscal Year

Basis of Presentation

The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The preparation of our Consolidated Financial Statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in our Consolidated Financial Statements and accompanying notes. Actual results could differ from these estimates.

Our Consolidated Financial Statements include the accounts of our majority owned subsidiaries, which we control due to ownership of a majority voting interest. Additionally, we consolidate variable interest entities (“VIEs”) when we have variable interests and are the primary beneficiary. All intercompany accounts and transactions are eliminated in consolidation.

We are required to evaluate events occurring after December 30, 2022, our fiscal year end, for recognition and disclosure in the Consolidated Financial Statements for the year ended fiscal 2022. Events are evaluated based on whether they represent information existing as of December 30, 2022, which require recognition in the Consolidated Financial Statements, or new events occurring after December 30, 2022, which do not require recognition but require disclosure if the event is significant to the Consolidated Financial Statements. We evaluated events occurring subsequent to December 30, 2022 through the date of issuance of these Consolidated Financial Statements.

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

2. Summary of Significant Accounting Policies

Cash and Cash Equivalents

We classify as cash equivalents all highly liquid investments with a maturity of three months or less at the time of purchase.

Trade Receivables

Trade receivables less allowances are recognized on our accompanying Consolidated Balance Sheets at net realizable value, which reflects the net amount expected to be collected from customers. Our allowance for trade receivables consists of two components: a $9.3 million allowance for credit losses and a $12.3 million allowance for customer claims, which are accounted for under the scope of ASC 606 - Revenue Recognition.

We estimate expected credit losses on our trade receivables in accordance with Accounting Standards Codification (“ASC”) 326 - Financial Instruments - Credit Losses. We perform ongoing credit evaluations of our customers and adjust credit limits based upon payment history and customers’ credit worthiness, as determined by our review of their current credit information. We measure the allowance for credit losses on trade receivables on a collective (pool) basis when similar risk characteristics exist. We generally pool our trade receivables based on geographic region or country to which the receivables relate. Receivables that do not share similar risk characteristics are evaluated for collectibility on an individual basis.

Our historical credit loss experience provides the basis for our estimation of expected credit losses. We generally use a three-year average of annual loss rates as a starting point for our estimation, and make adjustments to the historical loss rates to account for differences in current conditions impacting the collectibility of our receivable pools. We generally monitor macroeconomic indicators to assess whether adjustments are necessary to reflect current conditions.

Our allowances for identified claims are recorded as a reduction to both trade accounts receivable and net sales. Write-off of accounts receivable is done only when all collection efforts have been exhausted without success.

Accounts receivable from one customer represents approximately 5% of trade accounts receivable, net of allowance. This customer is current with its payments.

Other Accounts Receivable

Other accounts receivable less allowances are recognized on our accompanying Consolidated Balance Sheets at net realizable value, which reflects the net amount expected to be collected. Other accounts receivable includes value-added taxes (“VAT”)

receivables, seasonal advances to growers and suppliers, which are usually short-term in nature, and other financing receivables.

VAT receivables are primarily related to purchases by production units and are refunded by the taxing authorities. As of December 30, 2022, we had $38.1 million classified as current in other accounts receivable and $16.4 million, net of allowance of $4.7 million, classified as other noncurrent assets on our Consolidated Balance Sheets. As of December 31, 2021, we had $37.8 million classified as current in other accounts receivable and $17.1 million, net of allowance of $5.0 million, classified as other noncurrent assets in our Consolidated Balance Sheets.

Advances to growers and suppliers are generally repaid to us as produce is harvested and sold. We generally require property liens and pledges of the current season’s produce as collateral to support the advances. Refer to Note 7, “Allowance for Credit Losses” for further discussion on advances to growers and suppliers.

We measure the allowance for credits losses on advances to suppliers and growers on a collective (pool) basis when similar risk characteristics exist. We generally pool our advances based on the country which they relate to, and further disaggregate them based on their current or past-due status. We generally consider an advance to a grower to be past due when the advance is not fully paid within the respective growing season. The allowance for advances to growers and suppliers that do not share similar risk characteristics are determined on a case-by-case basis, depending on the expected production for the season and other contributing factors. The advances are typically collateralized by property liens and pledges of the respective season's produce. Occasionally, we agree to a payment plan with certain growers or take steps to recover the advance via established collateral. We may write-off uncollectible financing receivables after our collection efforts are exhausted.

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

2. Summary of Significant Accounting Policies (continued)

Our historical credit loss experience provides the basis for our estimation of expected credit losses. We generally use a three-year average annual loss rate as the starting point for our estimation, and make adjustments to the historical loss rate to account for differences in current or expected future conditions. We generally monitor macroeconomic indicators as well as other factors, including unfavorable weather conditions and crop diseases, which may impact the collectibility of the advances when assessing whether adjustments to the historical loss rate are necessary.

Recoveries of other accounts receivable previously reserved in the allowance are credited to operating income.

Inventories

Inventories are valued at the lower of cost or net realizable value. Cost is computed using the weighted average cost or first-in first-out methods for finished goods, which includes fresh produce and prepared food and the first-in first-out, actual cost or average cost methods for raw materials and packaging supplies. Raw materials and packaging supplies inventory consists primarily of agricultural supplies, containerboard, packaging materials, spare parts and fuel.

Inventories consisted of the following (U.S. dollars in millions):


	December 30, 2022		December 31, 2021
Finished goods	$	205.8	$	197.9
Raw materials and packaging supplies	233.2		203.2
Growing crops	230.0		201.7
Total inventories	$	669.0	$	602.8

Expenditures on pineapple, melon, vegetable and non-tropical fruit growing crops are valued at the lower of cost or net realizable value and are deferred and charged to cost of products sold when the related crop is harvested and sold. The deferred growing costs included in inventories in our Consolidated Balance Sheets consist primarily of land preparation, cultivation, irrigation and fertilization costs. For the most part, expenditures related to banana crops are expensed in the year incurred due to the continuous nature of the crop.

Accounting for Planned Major Maintenance Activities

We account for planned major maintenance activities, such as ship dry-dock activities, consistent with ASC guidance related to “Other Assets and Deferred Costs.” We utilize the deferral method of accounting for ship dry-dock activities whereby actual costs incurred are deferred and amortized on a straight-line basis over the period until the next scheduled dry-dock activity.

Investments in Unconsolidated Companies

We apply the equity method of accounting to account for investments over which we exert significant influence but do not hold a controlling financial interest, or for investments in limited partnerships where our ownership interest is more than 3%-5%. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and our proportionate share of earnings or losses and distributions. We present the carrying value of our equity method investments within investments in and advances to unconsolidated companies on our Consolidated Balance Sheets. Our proportionate share of the investee's net income or loss is presented under other expense, net on our Consolidated Statement of Operations. We review our investments for impairment when events and circumstances indicate that the decline in fair value of such assets below the carrying value is other-than-temporary. See Note 4, “Investments in Unconsolidated Companies” for further information.

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

2. Summary of Significant Accounting Policies (continued)

Property, Plant and Equipment and Other Long-Lived Assets

Property, plant and equipment additions are recorded at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which range from 10 to 40 years for buildings, five to 20 years for maritime and other equipment, including ships and containers, three to 20 years for machinery and equipment, three to seven years for furniture, fixtures and office equipment, three to seven years for computer software, and five to 10 years for automotive equipment including automobiles, tractors, trailers and trucks. Leasehold improvements are amortized over the term of the lease, or the estimated useful life of the related asset, whichever is shorter. See Note 5, “Property, Plant and Equipment” for further information.

When assets are retired or disposed of, the costs and accumulated depreciation or amortization are removed from the respective accounts and any related gain or loss is recognized. Maintenance and repairs are charged to expense as incurred. Significant expenditures, which extend the useful lives of assets, are capitalized. Interest is capitalized as part of the cost of construction.

Our long-lived assets other than property, plant and equipment consist of definite-lived intangible assets. Intangible assets determined to have finite lives are amortized over their estimated useful lives to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis. Our definite-lived intangibles have a remaining weighted average amortization period of 17.5 years. Amortization expense related to definite-lived intangible assets totaled $7.8 million for 2022, $7.6 million for 2021 and $7.8 million for 2020, and is included in selling, general, and administrative expenses. Refer to Note 6, “Goodwill and Other Intangible Assets.” for further information.

For long-lived assets held for sale, we record impairment losses when the carrying amount is greater than the fair value less the cost to sell. We discontinue depreciation of long-lived assets when these assets are classified as held for sale and include these assets as assets held for sale on our Consolidated Balance Sheets.

We incurred charges related to impairment of long-lived assets of $3.5 million in 2022, $3.8 million in 2021, and $11.8 million in 2020. Such charges are included in asset impairment and other (credits) charges, net in the accompanying Consolidated Statements of Operations for the years ended December 30, 2022, December 31, 2021 and January 1, 2021 and are described further in Note 3, “Asset Impairment and Other (Credits) Charges, Net.”

The loss on disposal of property, plant and equipment, net of $1.9 million during 2022 primarily related to the disposal of low-yielding banana crops in Central America, partially offset by gains on the sale of vacant land in Mexico and sales of vehicles in the Middle East. These transactions were accounted for using the guidance in ASC 610.

Assets Held for Sale

Assets are classified as held for sale when (1) management approves and commits to a plan to sell the asset, (2) the asset is available for immediate sale in its present condition, subject only to terms that are usual and customary, (3) an active program to locate a buyer and other actions required to complete the plan to sell have been initiated, (4) the sale of the asset is probable and is expected to be completed within one year, (5) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (6) actions necessary to complete the plan of sale indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Assets held for sale are stated at the lower of net book value or estimated fair value less cost to sell.

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

2. Summary of Significant Accounting Policies (continued)

Goodwill and Indefinite-Lived Intangible Assets

For those reporting units where events or changes in circumstances indicate that potential impairment indicators exist, we perform a quantitative assessment to determine whether the carrying amount of goodwill can be recovered. When performing the annual goodwill impairment test, we may start with an optional qualitative assessment as allowed for under the accounting guidance. As part of the qualitative assessment, we evaluate all events and circumstances, including both positive and negative events, in their totality, to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we bypass the qualitative assessment, or if the qualitative assessment indicates that a quantitative analysis should be performed, we evaluate goodwill for impairment by comparing the fair value of a reporting unit to its carrying value, including the associated goodwill. We generally estimate a reporting unit’s fair value using a discounted cash flow approach which is dependent on several significant estimates and assumptions related to forecasts of future revenues, cost of sales, expenses and the weighted-average cost of capital for each reporting unit. If the carrying amount of the reporting unit exceeds the estimated fair value, an impairment charge is recorded to reduce the carrying value to the estimated fair value. The impairment of goodwill is limited to the total amount of goodwill allocated to the reporting unit. Any adverse changes in the significant estimates and assumptions used in our goodwill impairment test could have a significant impact on the recoverability of goodwill and could have a material impact on our Consolidated Financial Statements.

An intangible asset with an indefinite useful life is not amortized but assessed for impairment at least annually, or sooner if indications of possible impairment are identified. When performing the annual impairment test, we first may start with an optional qualitative assessment to determine whether it is not more likely than not that our indefinite-lived intangible assets are impaired. As part of a qualitative assessment, we evaluate relevant events and circumstances that could affect the significant inputs used to determine the fair value of the indefinite-lived intangible asset. If we bypass the qualitative assessment, or if the qualitative assessment indicates that a quantitative analysis should be performed, we evaluate our indefinite-lived intangible assets for impairment by comparing the fair value of the asset to its carrying amount. We generally estimate the fair value of our indefinite-lived intangible assets using a discounted cash flow approach.

See Note 6, “Goodwill and Other Intangible Assets” for further discussion.

Revenue Recognition

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

2. Summary of Significant Accounting Policies (continued)

Cost of Products Sold

Cost of products sold is primarily made up of two elements: product costs and logistics costs.

Logistics costs - include land and sea transportation and expenses related to port facilities and distribution centers. Sea transportation cost is the most significant component of logistics costs and is comprised of:

•Ship operating expenses - include operations, maintenance, depreciation, insurance, fuel, and port charges.

•Chartered ship costs - include the cost of chartering the ships, fuel and port charges.

•Container equipment-related costs - include leasing expense and in the case of owned equipment, also depreciation expense.

•Third-party containerized shipping costs - include the cost of using third-party shipping in our logistics operations.

Advertising and Promotional Costs

We expense advertising and promotional costs as incurred. Advertising and promotional costs, which are included in selling, general and administrative expenses, were $9.3 million for 2022, $13.6 million for 2021 and $14.6 million for 2020.

Income Taxes

Deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year end, based on enacted tax laws and statutory tax rates applicable to the year in which the differences are expected to affect taxable income. Valuation allowances are established when it is deemed more likely than not that some portion or all of the deferred tax assets will not be realized.

See Note 9, “Income Taxes.”

Contingencies

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

2. Summary of Significant Accounting Policies (continued)

See Note 16, “Commitments and Contingencies.”

Foreign Currency Translation and Transactions

For our operations in countries where the functional currency is other than the U.S. dollar, balance sheet amounts are translated using the exchange rate in effect at the balance sheet date. Income statement amounts are translated monthly using the average exchange rate for the respective month. The gains and losses resulting from the changes in exchange rates from year-to-year and the effect of exchange rate changes on intercompany transactions of long-term investment nature are recorded as a component of accumulated other comprehensive income or loss as currency translation adjustments.

For our operations where the functional currency is the U.S. dollar, non-monetary balance sheet amounts are remeasured at historical exchange rates. Other balance sheet amounts are remeasured at the exchange rates in effect at the balance sheet date. Income statement accounts, excluding those items of income and expenses that relate to non-monetary assets and liabilities, are remeasured at the average exchange rate for the month. These remeasurement adjustments are included in the determination of net income and are included in other expense, net.

Other expense, net, in the accompanying Consolidated Statements of Operations includes a net foreign exchange loss of $8.4 million for 2022, $6.0 million for 2021, and $0.8 million for 2020. These amounts include the effect of foreign currency remeasurement and realized foreign currency transaction gains and losses.

Other Expense, Net

In addition to foreign currency gains and losses described above, other expense, net, also includes other non-operating income and expense items.

Leases

We lease property, plant and equipment for use in our operations including agricultural land, office facilities and refrigerated containers. We account for leases under the scope of ASC 842 - Leases which requires leases with durations greater than twelve months to be recognized on the balance sheet. We have lease agreements with lease and non-lease components, and we have made an accounting policy election to account for these as a single lease component.

We evaluate our leases at inception or at any subsequent modification and classify them as either finance or operating leases. For leases with terms greater than 12 months, we recognize a related asset (“right-of-use asset”) and obligation (“lease liability”) on the lease commencement date, calculated as the present value of the future minimum lease payments over the lease term. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Certain leases include one or more options to renew or options to terminate, which are generally at our discretion. Any option or renewal periods that we determine are reasonably certain of being exercised are included in the lease term, and are used in calculating the right-of-use asset and lease liabilities. Many of our leases also include predetermined fixed escalation clauses. We recognize rental expense for operating leases that contain predetermined fixed escalation clauses on a straight-line basis over the expected term of the lease. Our lease agreements do not contain any residual value guarantees.

When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement.

For finance leases, we recognize interest expense and amortization of the right-of-use asset, and for operating leases, we recognize lease expense on a straight-line basis over the lease term.

See Note 10, “Leases” for more information.

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

2. Summary of Significant Accounting Policies (continued)

Fair Value Measurements

•Level 1 - Quoted prices in active markets for identical assets or liabilities.

•Level 2 - Observable market-based inputs or unobservable inputs that are corroborated by market data.

We measure the fair value of financial instruments, such as derivatives, on an ongoing basis. We measure fair value for non-financial assets when a valuation is necessary, such as for impairment of long-lived and indefinite-lived assets when indicators of impairment exist.

See Note 18, “Fair Value Measurements” for more information.

Share-Based Compensation

Compensation expense for all share-based awards expected to vest is measured at fair value on the date of grant and recognized on a straight-line basis over the related service period, which is generally the vesting period of each award. Our shared-based awards consist of performance stock units and restricted stock units, and are granted to employees and members of our Board of Directors which meet the definition of employees under the accounting guidance. The fair value of our share-based awards is determined based on our stock price on the date of grant.

See Note 15, “Stock-Based Compensation” for more information.

Derivative Financial Instruments

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

2. Summary of Significant Accounting Policies (continued)

See Note 17, “Derivative Financial Instruments” for more information.

Share Repurchases

When stock is retired or purchased for constructive retirement, the purchase price is initially recorded as a reduction to the par value of the shares repurchased, with any excess purchase price over par value recorded as a reduction to additional paid-in capital and retained earnings.

Retirement and Other Employee Benefits

We sponsor a number of defined benefit pension plans and post-retirement plans. The most significant of these plans cover employees in the United States, United Kingdom, Costa Rica and Guatemala. We recognize the funded status of our defined benefit pension and post-retirement plans in our Consolidated Balance Sheets, with changes in the funded status recognized primarily through accumulated other comprehensive income (loss) in the year in which the changes occur. Actuarially-determined liabilities related to pension and post-retirement benefits are recorded based on estimates and assumptions. Factors used in developing estimates of these liabilities include assumptions related to discount rates, rates of return on investments, benefit payment patterns and other factors, and are periodically updated. We provide disclosures about our plan assets, including investment strategies, major categories of plan assets, concentrations of risk within plan assets, and valuation techniques used to measure the fair value of plan assets consistent with the fair value hierarchy framework.

See Note 14, “Retirement and Other Employee Benefits” for more information.

Redeemable Noncontrolling Interest

As part of the Mann Packing acquisition in 2018, we acquired a put option exercisable by the 25% shareholder of one of the acquired subsidiaries. The put option allows the noncontrolling shareholder to sell its 25% noncontrolling interest to us for a multiple of the subsidiary's adjusted earnings. The noncontrolling shareholder can exercise this put option on or after April 1, 2023. Following a five year window expiring on April 1, 2028, the put option value will be negotiated annually and the inputs are subject to change. As the put option is outside of our control, the estimated redemption value of the 25% noncontrolling interest is presented as a redeemable noncontrolling interest outside of permanent equity on our Consolidated Balance Sheet. At each reporting period, the redeemable noncontrolling interest is recognized at the higher of (1) the initial carrying amount adjusted for accumulated earnings and distributions or (2) the contractually-defined redemption value as of the balance sheet date.

New Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and subsequent amendments to the guidance, ASU 2021-01 in January 2021 and ASU 2022-06 in December 2022. The amendments in these updates provide optional guidance to companies to ease the potential burden associated with reference rate reform. Specifically, the guidance provides optional expedients and exceptions to apply generally accepted accounting principles to contract modifications and hedging relationships, subject to certain criteria, that reference LIBOR or another reference rate expected to be discontinued. This ASU may currently be adopted and may be applied prospectively to contract modifications made on or before December 31, 2024. As of December 30, 2022, we had LIBOR-based borrowings and interest rate swaps that referenced LIBOR. Effective January 3, 2023, we amended our agreements and transitioned to the Term Secured Overnight Financing Rate (Term SOFR) for these instruments. Accordingly, during fiscal 2022, we adopted certain elections under this guidance related to the assessment of hedge effectiveness of our interest rate swaps. These elections include asserting that the hedged forecasted transactions remain probable and assuming the reference rate will not be replaced for the remainder of the hedging relationship, regardless of the subsequent contract modification due to reference rate reform. These elections allow us to apply hedge accounting to our interest rate swaps as of the year ended December 30, 2022, with no impact to our financial condition, results of operations, cash flows and related disclosures. We are in the process of adopting additional elections under this guidance as a result of our recent contract amendments, and currently do not anticipate that their adoption will have a material impact on our consolidated financial statements; however, our assessment will be finalized during the first quarter of 2023.

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

3. Asset Impairment and Other (Credits) Charges, Net

We incurred asset impairment and other (credits) charges, net totaling $(4.8) million for 2022, $4.5 million for 2021 and $0.4 million for 2020.

The following represents the detail of asset impairment and other (credits) charges, net for the year ended December 30, 2022 by reportable segment (U.S. dollars in millions):


	Long-lived and other asset impairment		Exit activity and other charges (credits)		Total
Banana segment:
Exit costs related to European facility	$	—	$	0.4	$	0.4
Philippine asset impairment due to floods(1)	2.7		—		2.7
Fresh and value-added products segment:
Adjustment of Kunia Well Site environmental liability in Hawaii(2)	—		(9.9)		(9.9)
Impairment of South America farm and other charges	0.8		0.1		0.9
Other fresh and value-added products segment charges	—		0.1		0.1
Other:
Former President/COO severance expense	—		1.0		1.0
Total asset impairment and other (credits) charges, net	$	3.5	$	(8.3)	$	(4.8)

(1) $2.7 million asset impairment as a result of flooding in the Philippines due to heavy rainfall during the fourth quarter of 2022.

(2) $(9.9) million reduction in our environmental liability related to the Kunia Well Site clean-up. Refer to Note 16, “Commitments and contingencies,” for further information.

The following represents the detail of asset impairment and other (credits) charges, net for the year ended December 31, 2021 by reportable segment (U.S. dollars in millions):


	Long-lived and other asset impairment		Exit activity and other charges (credits)		Total
Banana segment:
Insurance recovery related to hurricanes(1)	$	—	$	(0.8)	$	(0.8)
Philippine asset impairment and exit activities of certain low-yield areas(2)	3.3		1.4		4.7
Fresh and value-added products segment:
Exit costs related to European facility	—		0.2		0.2
Other fresh and value-added products segment charges	0.5		(0.1)		0.4
Total asset impairment and other (credits) charges, net	$	3.8	$	0.7	$	4.5

(1) $(0.8) million insurance recovery for fiscal 2021 associated with damages to certain of our banana fixed assets in Guatemala caused by hurricanes Eta and Iota in the fourth quarter of 2020.

(2) $4.7 million asset impairment and other charges primarily related to our exit from two low-yield banana farms in the Philippines in the fourth quarter of 2021.

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

3. Asset Impairment and Other (Credits) Charges, Net (continued)

The following represents the detail of asset impairment and other (credits) charges, net for the year ended January 1, 2021 by reportable segment (U.S. dollars in millions):


	Long-lived and other asset impairment		Exit activity and other charges (credits)		Total
Banana segment:
California Air Resource Board settlement(1)	$	—	$	1.3	$	1.3
Philippine asset impairment of low-yield areas	1.8		—		1.8
Impairment of property and equipment due to hurricanes(2)	4.8		—		4.8
Fresh and value-added products segment:
California Air Resource Board settlement(1)	—		0.7		0.7
Impairment of property and related equipment(3)	5.2		—		5.2
Insurance recovery related to product recall(4)	—		(15.0)		(15.0)
North America reorganization charges(5)	—		1.5		1.5
Other fresh and value-added products segment charges	—		0.1		0.1
Total asset impairment and other (credits) charges, net	$	11.8	$	(11.4)	$	0.4

(1) $2.0 million charge for fiscal 2020 relating to a settlement with the California Air Resource Board. This charge relates to both our banana and fresh and value-added products segments.

(2) $4.8 million charge for fiscal 2020 relating to asset impairments incurred in Central America. In the fourth quarter of 2020, hurricanes Eta and Iota impacted our farm operations in the country of Guatemala, which resulted in damages to property and equipment including to our banana plantations, levees, drainage equipment, and other related fixed assets.

(3) $5.2 million asset impairment charges for fiscal 2020 primarily relating to impairment of property and related equipment in North America, the Middle East, and Europe.

(4) $(15.0) million insurance recovery for fiscal 2020 relating to a voluntary recall of vegetable products in North America which was announced in the fourth quarter of 2019.

(5) $1.5 million charge for fiscal 2020 relating to severance expenses incurred in connection with the reorganization of our sales and marketing function in North America.

4. Investments in and Advances to Unconsolidated Companies

Investments in and advances to unconsolidated companies amounted to $18.0 million as of December 30, 2022 and $8.7 million as of December 31, 2021. These investments are accounted for under the equity method of accounting, and primarily relate to investments in limited partnerships and joint ventures in the food, nutrition and agricultural technology sectors. Our proportionate share of income (losses) related to these unconsolidated companies, and distributions received, were not significant for the years ended December 30, 2022, December 31, 2021, or January 1, 2021.

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

5. Property, Plant and Equipment, Net

Property, plant and equipment, net consisted of the following (U.S. dollars in millions):


	December 30, 2022		December 31, 2021
Land and land improvements	$	704.3	$	711.9
Buildings and leasehold improvements	607.4		657.6
Machinery and equipment	614.3		635.6
Maritime equipment (including containers)	262.9		263.1
Furniture, fixtures and office equipment	102.2		97.7
Automotive equipment	69.0		72.3
Construction-in-progress	22.0		26.1
	2,382.1		2,464.3
Less: accumulated depreciation and amortization	(1,072.6)		(1,048.5)
Property, plant and equipment, net	$	1,309.5	$	1,415.8

Depreciation expense on property, plant and equipment, including assets under finance leases, was $84.8 million for 2022, $89.2 million for 2021 and $87.2 million for 2020.

Shipping containers, machinery and equipment and automotive equipment under finance leases totaled $11.0 million at December 30, 2022 and $10.9 million at December 31, 2021. Accumulated amortization for assets under finance leases was $2.4 million at December 30, 2022 and $1.0 million at December 31, 2021.

The (loss) gain on disposal of property, plant and equipment, net was a loss of $(1.9) million for 2022, a gain of $4.6 million for 2021 and a gain of $22.2 million for 2020. The loss on disposal of property, plant and equipment, net in 2022 was primarily related to the disposal of low-yielding banana crops in Central America, partially offset by gains on the sale of vacant land in Mexico and sales of vehicles in the Middle East. The gain on disposal of property, plant and equipment, net in 2021 is primarily related to the sale of a refrigerated vessel, vacant land in the Middle East, and a packing facility in South America.

6. Goodwill and Other Intangible Assets

The following table reflects our indefinite-lived intangible assets, including goodwill, and our definite-lived intangible assets along with related accumulated amortization by major category (U.S. dollars in millions):


	December 30, 2022		December 31, 2021
Goodwill	$	422.9	$	423.7
Indefinite-lived intangible assets:
Trademarks	31.7		31.7
Definite-lived intangible assets:
Definite-lived intangible assets	150.4		150.4
Accumulated amortization	(47.1)		(39.3)
Definite-lived intangible assets, net	103.3		111.1
Goodwill and other intangible assets, net	$	557.9	$	566.5

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

6. Goodwill and Other Intangible Assets (continued)

Indefinite-lived and definite-lived intangible assets are included in intangible assets, net, in the Consolidated Balance Sheets. Our definite-lived intangible assets primarily consist of customer relationships, trade names and trademarks.

The following table reflects the changes in the carrying amount of goodwill by business segment (U.S. dollars in millions):


	Bananas		Fresh and Value-Added Products		Totals




Balance at January 1, 2021	$	64.5	$	359.5	$	424.0
Foreign exchange	(0.2)		(0.1)		(0.3)
Balance at December 31, 2021	$	64.3	$	359.4	$	423.7
Foreign exchange	(0.2)		(0.6)		(0.8)
Balance at December 30, 2022	$	64.1	$	358.8	$	422.9

In the table above, goodwill is presented net of accumulated impairment losses of $88.1 million, relating strictly to the fresh and value-added products segment. There were no impairment charges recorded to goodwill during 2022, 2021, or 2020.

Results of Impairment Tests

We review goodwill for impairment on an annual basis or earlier if indicators of impairment arise. We performed our fourth quarter 2022 annual goodwill impairment test using a quantitative assessment for all reporting units, and specifically an income approach valuation methodology. The results of our impairment test resulted in the fair value of each reporting unit exceeding its respective carrying amount as of the assessment date.

We also evaluated both Del Monte® trade names and trademarks related to our prepared food reporting unit for impairment as of the first day of our fourth quarter of 2022 using the royalty savings method, an income approach valuation methodology. The royalty savings method estimated the fair value of the intangible assets by capitalizing the royalties saved. Both Del Monte® trade names and trademarks had fair values that exceeded their carrying amounts.

The following table highlights the sensitivities of the indefinite-lived intangibles as of December 30, 2022 (U.S. dollars in millions):


	Banana Reporting Unit Goodwill			Prepared Food Reporting Unit Goodwill			Prepared Food Reporting Unit Del Monte® Trade Names and Trademarks
Carrying value of indefinite-lived intangible assets	$	64.1		$	48.8		$	30.8

Approximate percentage by which the fair value exceeds the carrying value based on the annual impairment test	11.4		%	11.7		%	15.9		%

Amount that a one percentage point increase in the discount rate and a 5% decrease in cash flows would cause the carrying value to exceed the fair value and trigger an impairment	$	58.5		$	26.3		$	—

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

6. Goodwill and Other Intangible Assets (continued)

In addition, certain definite-lived intangible assets related to our fresh and value-added products segment are sensitive to changes in estimated cash flows. We review long-lived assets (or asset groups) with identifiable cash flows for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. To the extent that future developments result in estimated cash flows that are less than currently estimated levels, it could lead to impairment of these assets.

The estimated amortization expense related to definite-lived intangible assets for the five succeeding years is as follows (U.S. dollars in millions):


Year	Estimated Amortization Expense
2023	$	6.9
2024	6.5
2025	6.4
2026	6.4
2027	6.3

7. Allowance for Credit Losses

We estimate expected credit losses on our trade receivables and financing receivables in accordance with Accounting Standards Codification (“ASC”) 326 - Financial Instruments - Credit Losses.

Trade Receivables

Trade receivables as of December 30, 2022 were $373.5 million, net of an allowance of $21.6 million. Our allowance for trade receivables consists of two components: a $9.3 million allowance for credit losses and a $12.3 million allowance for customer claims accounted for under the scope of ASC 606 - Revenue Recognition.

As a result of our robust credit monitoring practices, the industry in which we operate, and the nature of our customer base, the credit losses associated with our trade receivables have historically been insignificant in comparison to our annual net sales. We measure the allowance for credit losses on trade receivables on a collective (pool) basis when similar characteristics exist. We generally pool our trade receivables based on the geographic region or country to which the receivables relate. Receivables that do not share similar risk characteristics are evaluated for collectibility on an individual basis.

Our historical credit loss experience provides the basis for our estimation of expected credit losses. We generally use a three-year average annual loss rate as a starting point for our estimation, and make adjustments to the historical loss rate to account for differences in current conditions impacting the collectibility of our receivable pools. We generally monitor macroeconomic indicators to assess whether adjustments are necessary to reflect current conditions.

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

7. Allowance for Credit Losses (continued)

The table below presents a rollforward of our trade receivable allowance for credit losses for the years ended December 30, 2022 and December 31, 2021 (U.S. dollars in millions):


	Year ended
Trade Receivables	December 30, 2022		December 31, 2021
Allowance for Credit Losses
Balance, beginning of period	$	10.2	$	15.1
Provision for uncollectible amounts	0.3		0.2
Deductions to allowance related to write-offs	(0.7)		—
Foreign exchange effects	(0.1)		—
Reclassifications(1)	(0.4)		(5.1)
Balance, end of period	$	9.3	$	10.2

(1) Reclassifications of $0.4 million and $5.1 million to the long-term allowance for credit losses during the years ended December 30, 2022 and December 31, 2021, respectively. The amounts in the long-term allowance for credit losses, presented in other noncurrent assets on our Consolidated Balance Sheets, related to customer receivables as of the years ended December 30, 2022 and December 31, 2021 are not material to our Consolidated Financial Statements.

Financing Receivables

Financing receivables are included in other accounts receivable, net on our Consolidated Balance Sheet and are recognized at amortized cost less an allowance for estimated credit losses. Financing receivables include seasonal advances to growers and suppliers, which are usually short-term in nature, and other financing receivables.

A significant portion of the fresh produce we sell is acquired through supply contracts with independent growers. In order to ensure the consistent high quality of our products and packaging, we make advances to independent growers and suppliers. These growers and suppliers typically sell all of their production to us and make payments on their advances as a deduction to the agreed upon selling price of the fruit or packaging material. The majority of the advances to growers and suppliers are for terms less than one year and typically span a growing season. In certain cases, there may be longer term advances with terms of up to five years.

We measure the allowance for credit losses on advances to suppliers and growers on a collective (pool) basis when similar risk characteristics exist. We generally pool our advances based on the country which they relate to, and further disaggregate them based on their current or past-due status. We generally consider an advance to a grower to be past due when the advance is not fully paid within the respective growing season. The allowance for advances to growers and suppliers that do not share similar risk characteristics are determined on a case-by-case basis, depending on the expected production for the season and other contributing factors. The advances are typically collateralized by property liens and pledges of the respective season's produce. Occasionally, we agree to a payment plan with certain growers or take steps to recover the advance via established collateral. We may write-off uncollectible financing receivables after our collection efforts are exhausted. Historically, our credit losses associated with our advances to suppliers and growers have not been significant.

Our historical credit loss experience provides the basis for our estimation of expected credit losses. We generally use a three-year average annual loss rate as a starting point for our estimation, and make adjustments to the historical loss rate to account for differences in current or expected future conditions. We generally monitor macroeconomic indicators as well as other factors, including unfavorable weather conditions and crop diseases, which may impact the collectibility of the advances when assessing whether adjustments to the historical loss rate are necessary.

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

7. Allowance for Credit Losses (continued)

The following table details the advances to growers and suppliers based on their credit risk profile (U.S. dollars in millions):


	December 30, 2022				December 31, 2021
	Current		Past-Due		Current		Past-Due
Gross advances to growers and suppliers	$	44.6	$	5.6	$	40.6	$	5.5

The allowance for advances to growers and suppliers and the related financing receivables for the years ended December 30, 2022 and December 31, 2021 were as follows (U.S. dollars in millions):


	Year ended
	December 30, 2022		December 31, 2021
Allowance for advances to growers and suppliers:
Balance, beginning of period	$	1.8	$	2.1
Provision for uncollectible amounts	3.2		(0.1)
Deductions to allowance related to write-offs	(0.1)		(0.2)
Balance, end of period	$	4.9	$	1.8

8. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following (U.S. dollars in millions):


	December 30, 2022		December 31, 2021
Trade payables	$	295.9	$	320.0
Accrued fruit purchases	37.3		45.2
Ship and port operating expenses	18.4		23.1
Warehouse and distribution costs	29.5		30.4
Payroll and employee benefits	78.2		76.4
Accrued promotions	27.1		29.2
Other accrued expenses	63.5		55.8
Accounts payable and accrued expenses	$	549.9	$	580.1

Other accrued expenses are primarily composed of accruals for purchases received but not invoiced and other accruals, none of which individually exceed 5% of current liabilities.

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

9. Income Taxes

The provision for income taxes consisted of the following (U.S. dollars in millions):


	Year ended
	December 30, 2022		December 31, 2021		January 1, 2021
Current:
U.S. federal income tax	$	0.3	$	(2.1)	$	(10.6)
State	0.7		0.3		0.5
Non-U.S.	16.6		18.8		15.6
	17.6		17.0		5.5
Deferred:
U.S. federal income tax	—		(5.0)		2.8
State	—		(1.2)		3.3
Non-U.S.	2.5		(8.8)		(6.6)
	2.5		(15.0)		(0.5)
	$	20.1	$	2.0	$	5.0

Income before income taxes consisted of the following (U.S. dollars in millions):


	Year ended
	December 30, 2022		December 31, 2021		January 1, 2021
U.S.	$	1.0	$	(24.7)	$	1.0
Non-U.S.	116.8		106.6		50.3
	$	117.8	$	81.9	$	51.3

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

9. Income Taxes (continued)

The differences between the reported provision for income taxes and income taxes computed at the U.S. statutory federal income tax rate are explained in the following reconciliation (U.S. dollars in millions):


	Year ended
	December 30, 2022		December 31, 2021		January 1, 2021
Income tax provision computed at the U.S. statutory federal rate	$	24.7	$	17.2	$	10.8
Effect of tax rates on non-U.S. operations	(71.7)		(67.9)		(54.6)
Provision for uncertain tax positions	1.7		2.3		0.6
Non-deductible interest	0.7		0.6		2.5
Foreign exchange	2.8		(6.1)		(10.1)
Non-deductible intercompany charges	0.5		0.1		—
Non-deductible differences	0.9		2.0		1.6
Non-taxable income/loss	0.6		(4.8)		0.1


Non-deductible impairment charges	—		1.1		0.2
Adjustment to deferred balances	—		0.1		0.5
Other	(3.2)		2.1		3.1
Other taxes in lieu of income	5.5		4.5		3.8
Change in deferred rate	—		0.1		(10.1)
Benefit from net operating loss carryback provision (C.A.R.E.S. Act)	—		(0.8)		(4.6)
Increase in valuation allowance (1)	57.6		51.5		61.2
Provision for income taxes	$	20.1	$	2.0	$	5.0

_____________

(1) The increase in valuation allowance includes effects of foreign exchange and adjustments to deferred tax balances which were fully offset by valuation allowance.

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

9. Income Taxes (continued)

Deferred income tax assets and liabilities consisted of the following (U.S. dollars in millions):


		December 30,		December 31,
Deferred tax liabilities:		2022		2021
	Allowances and other accrued liabilities	$	(0.1)	$	(1.0)
	Inventories	(17.1)		(15.7)
	Property, plant and equipment	(75.7)		(73.6)
	Equity in earnings of unconsolidated companies	(0.2)		(0.1)
	Pension obligations	(2.6)		(4.6)
	Other noncurrent deferred tax liabilities	(26.8)		(20.5)
	ROU assets	(21.0)		(24.4)
	Total noncurrent deferred tax liabilities	$	(143.5)	$	(139.9)

Deferred tax assets:
	Allowances and other accrued assets	$	17.9	$	15.7
	Inventories	5.9		4.6
	Pension obligations	21.4		22.8
	Property, plant and equipment	1.0		2.1
	Post-retirement benefits other than pension	3.6		3.6
	Net operating loss carryforwards	434.2		415.7
	Capital loss carryover	2.1		2.4
	Other noncurrent assets	93.9		56.2
	Operating lease	22.9		25.8
	Total noncurrent deferred tax assets	602.9		548.9
	Valuation allowance	(483.5)		(424.8)
	Total deferred tax assets, net	$	119.4	$	124.1
Net deferred tax liabilities		$	(24.1)	$	(15.8)

The valuation allowance increased by $58.7 million in 2022. The increase in 2022 relates primarily to valuation allowance on additional net operating loss carryforwards combined with the effect of a valuation allowance reversal in 2021 of $12.3 million, resulting from a change in judgment about our ability to realize deferred tax assets in future years, due to our current and foreseeable operations.

At December 30, 2022, we are no longer permanently reinvested on certain foreign earnings yet remain permanently reinvested on all other undistributed foreign earnings in the amount of $1,686.8 million. Accordingly, we have recognized a deferred tax liability of $1.1 million as of December 30, 2022 related to the foreign earnings which are not considered to be permanently reinvested. No taxes have been provided for the earnings that are considered to be either indefinitely reinvested, or the earnings that could be distributed tax free. To the extent the earnings are considered indefinitely reinvested, determination of the amount of the unrecognized deferred tax liability is not practicable due to the complexities associated with its hypothetical calculation.

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

9. Income Taxes (continued)

At December 30, 2022, we had approximately $1,673.8 million of federal and foreign tax operating loss carryforwards expiring as follows (U.S. dollars in millions):


Expires:
2022	$	19.0
2023	6.2
2024	10.5
2025	22.8
2026 and beyond	44.4
No expiration	1,570.9
	$	1,673.8

A reconciliation of the beginning and ending amount of uncertain tax positions excluding interest and penalties is as follows (U.S. dollars in millions):


	December 30, 2022		December 31, 2021		January 1, 2021
Beginning balance	$	5.0	$	3.5	$	3.5
Gross decreases - tax position in prior period	—		—		(0.1)
Gross increases - current-period tax positions	1.2		1.7		0.2


Foreign exchange	(0.1)		(0.2)		(0.1)
Ending balance	$	6.1	$	5.0	$	3.5

We accrued $9.2 million in 2022 and $7.5 million in 2021, for uncertain tax positions, including interest and penalties that, if recognized would affect the effective income tax rate.

The tax years 2012-2022 remain subject to examination by taxing authorities throughout the world in major jurisdictions, such as Costa Rica, Luxembourg, Switzerland and the United States.

We classify interest and penalties on uncertain tax positions as a component of income tax expense in the Consolidated Statements of Operations. Accrued interest and penalties related to uncertain tax positions are $3.0 million and $2.5 million for December 30, 2022 and December 31, 2021, respectively and are included in other noncurrent liabilities.

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

9. Income Taxes (continued)

10. Leases

We lease property and equipment under operating and finance leases. We evaluate our leases at inception or at any subsequent modification and classify them as either finance or operating leases. For leases with terms greater than 12 months, we recognize a related right-of-use asset and lease liability on the lease commencement date, calculated as the present value of the future minimum lease payments over the lease term. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

Certain leases include one or more options to renew or options to terminate, which are generally at our discretion. Any option or renewal periods that we determine are reasonably certain of being exercised are included in the lease term, and are used in calculating the right-of-use asset and lease liability. Our lease agreements do not contain any residual value guarantees. We do not separate lease and non-lease components of contracts.

Our operating lease arrangements include leases of agricultural land and certain property, plant, and equipment, including office facilities and refrigerated containers. Many of our leases include predetermined fixed escalation clauses. We recognize rental expense for operating leases on a straight-line basis over the expected term of the lease. We also enter into ship charter agreements for the transport of our fresh produce to markets worldwide. As of the year ended 2022, one of our ships is chartered. The remaining term for our chartered ship is approximately 4 months.

Our finance lease arrangements include leases of refrigerated containers. For finance leases, we recognize interest expense and amortization of the right-of-use asset.

Subsequent to the year ended December 30, 2022, our 60% owned joint venture in Saudi Arabia entered into a sale and purchase agreement to sell two distribution centers, and related assets, for a total purchase price of $67.6 million. Contemporaneously with the execution of the sale and purchase agreement, we entered into an operating lease agreement in which we leased back approximately 31% of the facilities for a term of five years. The lease agreement allows for an option to renew for additional terms, subject to the written agreement of both parties.

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

10. Leases (continued)

Lease Position

The following table presents the lease-related assets and liabilities recorded on our Consolidated Balance Sheets as of December 30, 2022 and December 31, 2021 (U.S. dollars in millions):


Classification on the Balance Sheet		December 30, 2022			December 31, 2021
Assets
Operating lease assets	Operating lease right-of-use assets	$	213.8		$	199.0
Finance lease assets	Property, plant and equipment, net	8.6			9.9
Total lease assets		$	222.4		$	208.9

Liabilities
Current
Operating	Current maturities of operating leases	$	41.6		$	37.0
Finance	Current maturities of debt and finance leases	1.3			1.3
Noncurrent
Operating	Operating leases, less current maturities	147.3			136.0
Finance	Long-term debt and finance leases, less current maturities	7.3			8.6
Total lease liabilities		$	197.5		$	182.9

Weighted-average remaining lease term:
Operating leases		6.5 years			6.6 years
Finance leases		5.7 years			6.6 years
Weighted-average discount rate:
Operating leases		5.23		%	4.96		%
Finance leases		2.91		%	2.91		%

Lease Costs

The following table presents certain information related to the lease costs for finance and operating leases for the years ended December 30, 2022, December 31, 2021 and January 1, 2021 (U.S. dollars in millions):


	December 30, 2022		December 31, 2021		January 1, 2021

Finance lease cost
Amortization of lease assets	$	1.4	$	0.3	$	—

Operating lease cost	66.3		61.9		69.4
Short-term lease cost	5.3		8.4		10.2
Variable lease cost	5.1		5.9		7.4
Total lease cost	$	78.1	$	76.5	$	87.0

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

10. Leases (continued)

Other Information

The following table presents supplemental cash flow information related to leases for fiscal 2022, 2021 and 2020 (U.S. dollars in millions):


	December 30, 2022		December 31, 2021		January 1, 2021

Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases	$	51.2	$	41.2	$	56.3

Financing cash flows for finance leases	1.3		0.3		0.3
Right-of-use assets obtained in exchange for new operating lease liabilities	59.6		78.8		50.7
Right-of-use assets obtained in exchange for new finance lease liabilities	0.1		9.9		—

Undiscounted Cash Flows

The following table reconciles the undiscounted cash flows for each of the first five years and total remaining years to the finance lease liabilities and operating lease liabilities recorded on the balance sheet as of December 30, 2022 (U.S. dollars in millions):


	Operating Leases		Finance Leases
2023	$	53.7	$	1.6
2024	48.1		1.6
2025	36.3		1.6
2026	30.2		1.6
2027	37.4		1.6
Thereafter	51.8		1.5
Total lease payments	257.5		9.5
Less: imputed interest	68.6		0.9
Total lease liabilities	$	188.9	$	8.6

11. Debt

Credit Facility

On October 1, 2019, we entered into a Second Amended and Restated Credit Agreement (as amended, the “Second A&R Credit Agreement”) with Bank of America, N.A. as administrative agent and BofA Securities, Inc. as sole lead arranger and sole bookrunner and certain other lenders. The Second A&R Credit Agreement provides for a five-year, $0.9 billion syndicated senior unsecured revolving credit facility (the “Revolving Credit Facility”) maturing on October 1, 2024. Effective September 13, 2022, we exercised our option as included in the Second A&R Credit Agreement to reduce the borrowing limit on the Revolving Credit Facility from the original limit of $1.1 billion to $0.9 billion. Certain of our direct and indirect subsidiaries have guaranteed the obligations under the Second A&R Credit Agreement.

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

11. Debt (continued)

On December 30, 2022, we and certain of our subsidiaries executed Amendment No. 1 to the Second A&R Credit Agreement (the “Amendment”) with the financial institutions and other lenders named therein, including Bank of America, N.A. as administrative agent and BofA Securities, Inc. as sole lead arranger and sole bookrunner. Pursuant to the Amendment, the reference interest rate on the Revolving Credit Facility was amended to replace the Eurocurrency Rate with the Term Secured Overnight Financing Rate (“Term SOFR”) effective January 3, 2023. As amended, Term Loans made under the Revolving Credit Facility can be Base Rate Loans, Term SOFR Loans or Alternative Currency Term Rate Loans. All other material terms of the Second A&R Credit Agreement, as amended, remain unchanged. We intend to use funds borrowed under the Revolving Credit Facility from time to time for general corporate purposes, working capital, capital expenditures and other permitted investment opportunities.

The Second A&R Credit Agreement provides for an accordion feature that permits us, without the consent of the other lenders, to request that one or more lenders provide us with increases in revolving credit facility or term loans up to an aggregate of $300 million (“Incremental Increases”). The aggregate amount of Incremental Increases can be further increased to the extent that after giving effect to the proposed increase in revolving credit facility commitments or term loans our Consolidated Leverage Ratio, on a pro forma basis, would not exceed 2.50 to 1.00. Our ability to request such increases in the Revolving Credit Facility or term loans is subject to our compliance with customary conditions set forth in the Second A&R Credit Agreement including compliance, on a pro forma basis, with the financial covenants and ratios set forth therein. Upon our request, each lender may decide, in its sole discretion, whether to increase all or a portion of its revolving credit facility commitment or provide term loans.

The Second A&R Credit Agreement requires us to comply with certain financial and other covenants. Specifically, it requires us to maintain a 1) Consolidated Leverage Ratio of not more than 3.50 to 1.00 at any time during any period of four consecutive fiscal quarters, subject to certain exceptions and 2) a minimum Consolidated Interest Coverage Ratio of not less than 2.25 to 1.00 as of the end of any fiscal quarter. Additionally, it requires us to comply with certain other covenants, including limitations on capital expenditures, stock repurchases, the amount of dividends that can be paid in the future, the amount and types of liens and indebtedness, material asset sales, and mergers. Under the Second A&R Credit Agreement, we are permitted to declare or pay cash dividends in any fiscal year up to an amount that does not exceed the greater of (i) an amount equal to the greater of (A) 50% of the Consolidated Net Income (as defined in the Second A&R Credit Agreement) for the immediately preceding fiscal year or (B) $25 million or (ii) the greatest amount which would not cause the Consolidated Leverage Ratio (determined on a pro forma basis) to exceed 3.25 to 1.00. It also provides an allowance for stock repurchases to be an amount not exceeding the greater of (i) $150 million in the aggregate or (ii) the amount that, after giving pro forma effect thereto and any related borrowings, will not cause the Consolidated Leverage Ratio to exceed 3.25 to 1.00. As of December 30, 2022, we were in compliance with all of the covenants contained in the Second A&R Credit Agreement.

Debt issuance costs of $0.6 million and $1.3 million are included in other noncurrent assets on our Consolidated Balance Sheets as of December 30, 2022 and December 31, 2021, respectively.

We have a renewable 364-day, $25.0 million letter of credit facility with Rabobank Nederland.

The following is a summary of the material terms of the Revolving Credit Facility and other working capital facilities at December 30, 2022 (U.S. dollars in millions):


	Term	Maturity Date	Interest Rate	Borrowing Limit		Available Borrowings
Bank of America credit facility	5 years	October 1, 2024	5.55%	$	900.0	$	360.2
Rabobank letter of credit facility	364 days	June 14, 2023	Varies	25.0		15.9
Other working capital facilities	Varies	Varies	Varies	28.1		12.5
				$	953.1	$	388.6

The margin for LIBOR advances as of December 30, 2022 was 1.375%.

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

11. Debt (continued)

As of December 30, 2022, we applied $33.9 million to letters of credit and bank guarantees issued from Rabobank Nederland, Bank of America, and other banks.

During 2018, we entered into interest rate swaps in order to hedge the risk of the fluctuation on future interest payments related to our variable rate borrowings from our Revolving Credit Facility. Refer to Note 17, “Derivative Financial Instruments”.

Maturities of long-term debt obligations during the next five years are as follows (U.S. dollars in millions):


Fiscal Years	Long-Term Debt
2023	$	32.6
2024	563.4
2025	—
2026	—
2027	—
	596.0
Less: Amounts representing interest(1)	(56.2)
	539.8
Less: Current portion	$	—

Totals, net of current portion of long-term debt and finance lease obligations	$	539.8

(1) We utilize a variable interest rate on our long-term debt, and for presentation purposes we have used an assumed average rate of 4.7%.

Cash payments of interest on long-term debt, net of amounts capitalized, were $23.5 million for 2022, $19.9 million for 2021 and $20.6 million for 2020. Capitalized interest expense was $0.5 million for 2022, $0.5 million for 2021 and $2.3 million for 2020.

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

12. Earnings Per Ordinary Share

Basic net income per share is computed using the weighted average number of common shares outstanding for the period. Basic and diluted net income per ordinary share are calculated as follows (U.S. dollars in millions, except share and per share data):


	Year ended
	December 30, 2022		December 31, 2021		January 1, 2021
Numerator:
Net income attributable to Fresh Del Monte Produce Inc.	$	98.6	$	80.0	$	49.2

Denominator:
Weighted average number of ordinary shares - Basic	47,790,920		47,508,208		47,569,794
Effect of dilutive securities - share-based awards	152,544		193,189		90,806
Weighted average number of ordinary shares - Diluted	47,943,464		47,701,397		47,660,600

Antidilutive awards(1)	103,148		2,039		55,153

Net income per ordinary share attributable to Fresh Del Monte Produce Inc.:
Basic	$	2.06	$	1.68	$	1.03
Diluted	$	2.06	$	1.68	$	1.03

(1) Awards of certain unvested shares and options are not included in the calculation of diluted weighted average shares outstanding because their effect would have been anti-dilutive.

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

13. Accumulated Other Comprehensive Loss

The following table includes the changes in accumulated other comprehensive loss by component for the years ended December 30, 2022 and December 31, 2021 (U.S. dollars in millions):


	Changes in Accumulated Other Comprehensive Loss by Component (1)
	Cash Flow Hedges			Foreign Currency Translation Adjustment			Retirement Benefit Adjustment		Total




Balance at January 1, 2021	$	(49.6)		$	(3.3)		$	(24.1)	$	(77.0)
Other comprehensive income (loss) before reclassifications	10.3		(3)	(14.1)		(2)	14.5		10.7
Amounts reclassified from accumulated other comprehensive loss	(1.6)		(4)	—			1.0		(0.6)
Net current period other comprehensive income (loss)	8.7			(14.1)			15.5		10.1
Balance at December 31, 2021	$	(40.9)		$	(17.4)		$	(8.6)	$	(66.9)
Other comprehensive income (loss) before reclassifications	67.1		(3)	(18.6)		(2)	(4.1)		44.4
Amounts reclassified from accumulated other comprehensive loss	(20.2)			—			1.2		(19.0)
Net current period other comprehensive income (loss)	46.9			(18.6)			(2.9)		25.4
Balance at December 30, 2022	$	6.0		$	(36.0)		$	(11.5)	$	(41.5)

(1) All amounts are net of tax and noncontrolling interests.

(2) Includes a loss of $4.8 million for the year ended December 30, 2022 and a loss of $6.1 million for the year ended December 31, 2021 related to intra-entity foreign currency transactions that are of a long-term-investment nature.

(3) Includes a tax effect of $(5.8) million for the year ended December 30, 2022 and $(2.7) million for the year ended December 31, 2021.

(4) Includes amounts reclassified for both designated and dedesignated cash flow hedges. Refer to the following table for the amounts of each.

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

13. Accumulated Other Comprehensive Loss (continued)

The following table includes details about amounts reclassified from accumulated other comprehensive loss by component for the years ended December 30, 2022 and December 31, 2021 (U.S. dollars in millions):


	Amount of (gain) loss reclassified from accumulated other comprehensive loss
Details about accumulated other comprehensive loss components	December 30, 2022		December 31, 2021		Affected line item in the statement where net income is presented
Cash flow hedges:
Designated as hedging instruments:
Foreign currency cash flow hedges	$	(31.4)	$	(5.4)	Net sales
Foreign currency cash flow hedges	6.5		(0.7)		Cost of products sold

Interest rate swaps	4.7		11.3		Interest expense
Bunker fuel swaps no longer designated as hedging instruments	—		(5.8)		Cost of products sold
Bunker fuel swaps no longer designated as hedging instruments	—		(1.0)		Other expense, net
Total	$	(20.2)	$	(1.6)

Amortization of retirement benefits:


Actuarial losses	0.8		1.0		Other expense, net
Curtailment and settlement losses	0.4		—		Other expense, net
Total	$	1.2	$	1.0

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

14. Retirement and Other Employee Benefits

We sponsor a number of defined benefit pension plans and post-retirement plans. The most significant of these plans cover employees in the United States, United Kingdom, Costa Rica and Guatemala.

The benefit obligation is the projected benefit obligation for defined benefit pension plans and the accumulated post-retirement benefit obligation for post-retirement benefit plans other than pensions.

U.S. Defined Benefit Pension Plan

We sponsor a defined benefit pension plan, which covers a portion of our U.S.-based employees under a collective bargaining agreement. As a result of the accelerated closing of our Hawaii facility announced in 2006, the ILWU Local 42 collective bargaining agreement was not re-negotiated and expired in 2009 and as such the U.S.-based defined benefit pension plan has ceased accruing benefits. Our funding policy for this plan is to contribute amounts sufficient to meet the minimum funding requirements of the Employee Retirement Income Security Act of 1974, as amended, or such additional amounts as determined appropriate to assure that the assets of the plan would be adequate to provide benefits. Substantially all of the plan’s assets are invested in mutual funds.

United Kingdom Defined Benefit Pension Plan

We sponsor a defined benefit pension plan, which covers a portion of our employees in the United Kingdom (the “U.K. plan”). The U.K. plan provides benefits based on the employees’ years of service and qualifying compensation and has ceased accruing benefits. Benefit payments are based on a final pay calculation as of November 30, 2005 and are adjusted for inflation annually. Our funding policy for the U.K. plan is to contribute amounts into the plan in accordance with a recovery plan agreed by the Trustees and us in order to meet the statutory funding objectives of occupational trust-based arrangements of the United Kingdom or such additional amounts as determined appropriate to assure that assets of the U.K. plan are adequate to provide benefits. Substantially all of the U.K. plan’s assets are primarily invested in fixed income and equity securities.

Central American Plans

We provide retirement benefits to a portion of our employees of certain Costa Rican and Guatemalan subsidiaries (“Central American plans”). Generally, benefits under these programs are based on an employee’s length of service and level of compensation. These programs are commonly referred to as termination indemnities, which provide retirement benefits in accordance with regulations mandated by the respective governments. Funding generally occurs when employees cease active service.

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

14. Retirement and Other Employee Benefits (continued)

The following table sets forth a reconciliation of benefit obligations, plan assets and funded status for our defined benefit pension plans and post-retirement plans as of December 30, 2022 and December 31, 2021, which are also their measurement dates (U.S. dollars in millions):


	Pension plans(1)								Post-retirement plans
	December 30, 2022				December 31, 2021				December 30, 2022		December 31, 2021
	U.S.		U.K.		U.S.		U.K.		Central America		Central America
Change in Benefit Obligation:
Beginning benefit obligation	$	14.9	$	63.5	$	16.4	$	69.0	$	66.9	$	68.0
Service cost	—		—		—		—		5.7		6.0
Interest cost	0.4		1.0		0.3		1.0		3.9		4.0
Actuarial (gain) loss	(2.7)		(18.9)		(0.6)		(4.4)		(3.7)		(6.6)
Benefits paid	(1.2)		(3.0)		(1.2)		(2.4)		(6.1)		(4.6)
Exchange rate changes(2)	—		(6.4)		—		0.3		—		0.1

Plan amendment	—		—		—		—		—		—
Ending benefit obligation	11.4		36.2		14.9		63.5		66.7		66.9

Change in Plan Assets:
Beginning fair value	14.3		72.5		13.7		67.1		—		—
Actual return on plan assets	(2.0)		(26.2)		1.6		5.6		—		—
Company contributions	—		1.8		0.2		2.0		6.1		4.6

Benefits paid	(1.2)		(3.0)		(1.2)		(2.4)		(6.1)		(4.6)
Exchange rate changes(2)	—		(7.2)		—		0.2		—		—
Ending fair value	11.1		37.9		14.3		72.5		—		—

Amounts recognized in the Consolidated Balance Sheets:
Accounts payable and accrued expenses (current liability)	—		—		—		—		(10.2)		(8.4)
Retirement benefits liability (noncurrent liability)	(0.3)		—		(0.6)		—		(56.5)		(58.5)
Other noncurrent assets	—		1.7		—		9.0		—		—
Net (liability) asset recognized in the Consolidated Balance Sheets	$	(0.3)	$	1.7	$	(0.6)	$	9.0	$	(66.7)	$	(66.9)

Amounts recognized in Accumulated other comprehensive loss:(3)
Net actuarial (loss) gain	(7.5)		(8.4)		(7.8)		0.8		2.8		(1.0)
Net amount recognized in accumulated other comprehensive loss	$	(7.5)	$	(8.4)	$	(7.8)	$	0.8	$	2.8	$	(1.0)

(1)The accumulated benefit obligation is the same as the projected benefit obligation.

(2)The exchange rate difference included in the reconciliation of the change in benefit obligation and the change in plan assets above results from currency fluctuations of the U.S. dollar relative to the British pound for the U.K. plan and the U.S. dollar versus Central American currencies such as the Costa Rican colon and Guatemalan quetzal for the Central American plans as of December 30, 2022 and December 31, 2021, when compared to the previous year.

(3)We had accumulated other comprehensive income of $3.1 million as of December 30, 2022 and $2.4 million as of December 31, 2021 related to the tax effect of unamortized pension gains and losses.

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

14. Retirement and Other Employee Benefits (continued)

The following table provides a rollforward of the accumulated other comprehensive loss balances (U.S. dollars in millions):


	Pension plans								Post-retirement plans
	Year ended								Year ended
	December 30, 2022				December 31, 2021				December 30, 2022		December 31, 2021
Reconciliation of accumulated other comprehensive loss	U.S.		U.K.		U.S.		U.K.		Central America		Central America
Accumulated other comprehensive (loss) gain at beginning of plan year	$	(7.8)	$	0.8	$	(9.6)	$	(7.4)	$	(1.0)	$	(7.5)
Amortization of net losses recognized during the year	0.5		0.1		0.5		0.1		0.1		—
Net gain (loss) during the year	(0.2)		(9.1)		1.3		8.7		3.7		6.6
Currency exchange rate changes	—		(0.2)		—		(0.6)		—		(0.1)
Accumulated other comprehensive (loss) gain at end of plan year	$	(7.5)	$	(8.4)	$	(7.8)	$	0.8	$	2.8	$	(1.0)

The net actuarial loss recognized in other comprehensive income for fiscal 2022 associated with our U.K. plan primarily related to asset performance, partially offset by an increase in the discount rate as a result of underlying market conditions. The net actuarial gain for fiscal 2022 related to our Central America plans was mainly driven by increases in the associated discount rates.

The following table sets forth the net periodic pension cost of our defined benefit pension and post-retirement benefit plans (U.S. dollars in millions):


	Pension plans												Post-retirement plans
	Year ended												Year ended
	December 30, 2022				December 31, 2021				January 1, 2021				December 30, 2022		December 31, 2021		January 1, 2021
	U.S.		U.K.		U.S.		U.K.		U.S.		U.K.		Central America		Central America		Central America
Service cost	$	—	$	—	$	—	$	—	$	—	$	—	$	5.7	$	6.0	$	6.3
Interest cost	0.4		1.0		0.3		1.0		0.5		1.1		3.9		4.0		4.2
Expected return on assets	(0.8)		(1.8)		(0.8)		(1.4)		(1.0)		(1.5)		—		—		—
Net amortization	0.5		0.1		0.5		0.1		0.5		0.1		0.1		—		0.7

Net periodic cost (income)	$	0.1	$	(0.7)	$	—	$	(0.3)	$	—	$	(0.3)	$	9.7	$	10.0	$	11.2

The expected return on assets is calculated using the fair value of plan assets for both the U.S. and U.K. plans.

Service costs are presented in the same line item in the Consolidated Statements of Operations as other compensation costs arising from services rendered by the employees during the period. With the exception of service cost, the other components of net periodic benefit costs (which include interest costs, expected return on assets, amortization of net actuarial losses) are recorded in the Consolidated Statements of Operations in other expense (income), net.

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

14. Retirement and Other Employee Benefits (continued)

Actuarial Assumptions

The assumptions used in the calculation of the benefit obligations of our U.S. and U.K. defined benefit pension plans and Central American plans consisted of the following:


	December 30, 2022						December 31, 2021						January 1, 2021
	Pension plans				Post-retirement plans		Pension plans				Post-retirement plans		Pension plans				Post-retirement plans
	U.S.		U.K.		Central America		U.S.		U.K.		Central America		U.S.		U.K.		Central America
Weighted average discount rate	5.15	%	5.00	%	8.26	%	2.65	%	1.80	%	6.39	%	2.15	%	1.40	%	7.98	%
Rate of increase in compensation levels	—		—		4.80	%	—		—		4.82	%	—		—		4.74	%

The assumptions used in the calculation of the net periodic pension costs for our U.S. and U.K. defined benefit pension plans and Central American plans consisted of the following:


	December 30, 2022						December 31, 2021						January 1, 2021
	Pension plans				Post-retirement plans		Pension plans				Post-retirement plans		Pension plans				Post-retirement plans
	U.S.		U.K.		Central America		U.S.		U.K.		Central America		U.S.		U.K.		Central America
Weighted average discount rate	2.65	%	1.80	%	6.39	%	2.15	%	1.40	%	6.34	%	3.00	%	2.00	%	6.27	%
Rate of increase in compensation levels	—		—		4.69	%	—		—		4.70	%	—		—		4.74	%
Expected long-term rate of return on assets	6.50	%	2.77	%	—		6.50	%	1.98	%	—		7.50	%	2.58	%	—

Cash Flows


	Pension plans				Post-retirement plans
	U.S.		U.K.		Central America
Expected benefit payments for:
2023	$	1.2	$	2.0	$	10.2
2024	1.1		2.4		8.9
2025	1.1		2.2		9.0
2026	1.0		2.0		8.0
2027	1.0		2.1		8.0
Next 5 years	4.3		11.3		39.9
Expected benefit payments over the next 10 years	$	9.7	$	22.0	$	84.0

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

14. Retirement and Other Employee Benefits (continued)

For 2023, there are no expected contributions for the U.S. pension plan. Expected contributions for the U.K. pension plan are $1.7 million for 2023. Contributions for the U.S. and U.K. pension plans are actuarially determined based on funding regulations.

U.S. Defined Benefit Pension Plan

Plan Assets

Our overall investment strategy is to achieve a mix of between 50%-70% equity securities for long-term growth and 30%-50% fixed income securities for near-term benefit payments. Asset allocation targets promote optimal expected return and volatility characteristics given the long-term time horizon for fulfilling the obligations of the pension plans. Selection of the targeted asset allocation for U.S. plan assets was based upon a review of the expected return and risk characteristics of each asset class, as well as the correlation of returns among asset classes.

The fair values of our U.S. plan assets by asset category are as follows as of the years ended December 30, 2022 and December 31, 2021 (U.S. dollars in millions):


			Fair Value Measurements at December 30, 2022
			Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs		Significant Unobservable Inputs
Asset Category	Total		(Level 1)		(Level 2)		(Level 3)

Mutual Funds:
Fixed income securities	$	4.7	$	4.7	$	—	$	—

Value securities	2.3		2.3		—		—
Growth securities	4.1		4.1		—		—

Total	$	11.1	$	11.1	$	—	$	—


			Fair Value Measurements at December 31, 2021
			Quoted Prices in Active Markets for Identical Assets		Significant Observable Inputs		Significant Unobservable Inputs
Asset Category	Total		(Level 1)		(Level 2)		(Level 3)

Mutual Funds:
Fixed income securities	$	5.3	$	5.3	$	—	$	—

Value securities	3.0		3.0		—		—
Growth securities	6.0		6.0		—		—

Total	$	14.3	$	14.3	$	—	$	—

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

14. Retirement and Other Employee Benefits (continued)

Mutual Funds – This category includes investments in mutual funds that encompass both equity and fixed income securities that are designed to provide a diverse portfolio. The plan’s mutual funds are designed to track exchange indices, and invest in diverse industries. Some mutual funds are classified as regulated investment companies. Investment managers have the ability to shift investments from value to growth strategies, from small to large capitalization funds, and from U.S. to international investments. These investments are valued at the closing price reported on the active market on which the individual securities are traded. These investments are classified within Level 1 of the fair value hierarchy.

Investment managers agree to operate the plan's investments within certain criteria that determine eligible and ineligible securities, diversification requirements and credit quality standards, where applicable. Unless exceptions have been approved or are part of a permitted mutual fund strategy, investment managers are prohibited from buying or selling commodities, futures or

option contracts, as well as from short selling of securities. Furthermore, investment managers agree to obtain written approval for deviations from stated investment style or guidelines. We considered historical returns and the future expectations for returns for each asset class as well as the target asset allocation of plan assets to develop the expected long-term rate of return on assets assumption. We evaluate the rate of return assumption on an annual basis.

United Kingdom Defined Benefit Pension Plan

Plan Assets

The fair values of our U.K. plan assets by asset category are as follows as of the years ended December 30, 2022 and December 31, 2021 (U.S. dollars in millions):


			Fair Value Measurements at December 30, 2022
Asset Category	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash	$	0.3	$	0.3	$	—	$	—
Equity securities:
Diversified growth funds	8.4		—		8.4		—
Other international companies	0.8		—		0.8		—
Real estate investment trusts	1.2		—		1.2		—
Fixed income securities:
Government and corporate bonds	19.5		—		19.5		—
Liability-driven investments	7.7		—		7.7		—
Total	$	37.9	$	0.3	$	37.6	$	—

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

14. Retirement and Other Employee Benefits (continued)


			Fair Value Measurements at December 31, 2021
Asset Category	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash	$	0.5	$	0.5	$	—	$	—
Equity securities:

Diversified growth funds	20.8		—		20.8		—
Other international companies	3.5		—		3.5		—
Real estate investment trusts	3.5		—		3.5		—
Fixed income securities:
Government and corporate bonds	24.9		—		24.9		—
Liability-driven investments	19.3		—		19.3		—
Total	$	72.5	$	0.5	$	72.0	$	—

Equity securities – This category includes pooled investments in global equities, emerging market equities and diversified growth funds. The investments are spread across a range of diverse industries including financial, information technology, consumer discretionary and consumer staples. The diversified growth funds seek to provide a long-term equity-like return, with a managed level of volatility. The diversified growth funds invest across a wide range of asset classes, both traditional and alternative. Units of the pooled investment accounts are not traded on an exchange or in an active market; however, valuation is based on the underlying investments of the units and are classified as Level 2 inputs within the fair value hierarchy.

Fixed income securities – This category includes pooled investments in liability-driven investments and government and corporate bonds. These investments are valued at the closing price reported on the active market on which the individual securities are traded. Units of the pooled investment accounts are not traded on an exchange or in an active market; however, valuation is based on the underlying investments of the units and are classified as Level 2 inputs within the fair value hierarchy.

The expected long-term rate of return assumption for U.K. plan assets is reviewed annually and is determined by reference to U.K. government bond yields, the historical level of the risk premium associated with the other asset classes in which the portfolio is invested and the expectations for future returns of each asset class.

The plan’s investment strategy is to optimize growth through investment in return-seeking securities, while maintaining a stable funding position through investments that aim to match the change in the value of the plan's liabilities due to movements in interest rates and inflation. The growth portfolio invests across a diversified range of asset classes, including equities, fixed income securities, and alternatives, such as hedge funds. The remaining portfolio invests in U.K. government bonds, corporate bonds, cash and leveraged liability-driven investment funds.

Fund managers have no discretion to make asset allocation decisions with the exception of the diversified growth fund. The trustees try to rebalance any discrepancies through selective allocations of future contributions. Performance benchmarks for each asset class are based on various indices. Investment performance is reviewed quarterly.

Other Employee Benefits

We also sponsor a defined contribution plan established pursuant to Section 401(k) of the Internal Revenue Code. Subject to certain dollar limits, employees may contribute a percentage of their salaries to the plan, and we will match a portion of each employee’s contribution. This plan is in effect for U.S.-based employees only. The expense pertaining to this plan was $1.2 million for 2022, $1.2 million for 2021 and $1.4 million for 2020.

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

14. Retirement and Other Employee Benefits (continued)

On August 31, 1997, one of our subsidiaries ceased accruing benefits under its salary continuation plan covering certain of our Central American management personnel. At December 30, 2022 we had $2.2 million accrued for this plan, including $0.4 million in accumulated other comprehensive loss related to unamortized pension gains. Net periodic pension costs for the years ended December 30, 2022, December 31, 2021 or January 1, 2021 were insignificant. Expected benefit payments under the plan for 2023 through 2027 total $2.0 million. For 2028 through 2032 the expected benefit payments under the plan total $0.4 million.

We sponsor a service gratuity plan covering certain of our Kenyan personnel. At December 30, 2022 we had $5.4 million accrued for this plan, including $0.3 million in accumulated other comprehensive loss related to unamortized pension losses. Net periodic pension costs were $2.2 million for the year ended December 30, 2022, and included curtailment and settlement expenses of $0.9 million. Net periodic pension costs were $1.4 million for the year ended December 31, 2021 and $1.5 million million for the year ended January 1, 2021. During fiscal 2022, we began conversion of the service gratuity plan into a Provident fund scheme which has allowed certain of our Kenyan personnel to make a voluntary decision whether to remain as participants of the plan, or to convert to the Provident fund. The conversion to the Provident fund scheme will require us to make funding contributions that would differ in timing with those previously expected under the service gratuity plan, and which will ultimately depend on the number of employees who elect to convert. We estimate that the combined expected benefit payments under both the service gratuity plan and the Provident fund scheme from 2023 through 2027 will be approximately $8.8 million , and expected benefit payments from 2028 through 2032 will be approximately $4.0 million.

We provide retirement benefits to certain employees who are not U.S.-based. Generally, benefits under these programs are based on an employee’s length of service and level of compensation. Included in retirement benefits on our consolidated balance sheets is $18.0 million at December 30, 2022 and $19.3 million at December 31, 2021 related to these programs.

The unamortized pension losses related to other non-U.S.-based plans included in accumulated other comprehensive loss, a component of shareholders’ equity, was $1.8 million for the year ending December 30, 2022 and $1.1 million for the year ending December 31, 2021. We also offer certain post-employment benefits to former executives and have $1.3 million at December 30, 2022 and $1.8 million at December 31, 2021 in retirement benefits on our consolidated balance sheets related to these benefits.

15. Share-Based Compensation

We maintain various compensation plans for officers, other employees, and non-employee members of our Board of Directors. On June 2, 2022, our shareholders approved and ratified the 2022 Omnibus Share Incentive Plan (the “2022 Plan”). The 2022 Plan allows us to grant equity-based compensation awards including restricted stock units (“RSUs”), performance stock units (“PSUs”), stock options, and restricted stock awards (“RSAs”). The 2022 Plan replaces and supersedes the 2014 Omnibus Share Incentive Plan (the “Prior Plan”). Under the 2022 Plan, the Board of Directors is authorized to award up to 2,800,000 ordinary shares plus approximately 220,000 ordinary shares which remained available under the Prior Plan at the time of adoption.

Stock-based compensation expense related to RSUs, PSUs and RSAs is included in selling, general and administrative expenses in the accompanying Consolidated Statements of Operations and is comprised as follows (U.S. dollars in millions):


	Year ended
Types of Awards	December 30, 2022		December 31, 2021		January 1, 2021

RSUs/PSUs	$	6.9	$	7.6	$	7.2
RSAs	—		—		0.3
Total	$	6.9	$	7.6	$	7.5

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

15. Share-Based Compensation (continued)

Restricted Stock Units and Performance Stock Units

Under the 2022 Plan and Prior Plan, each RSU/PSU represents a contingent right to receive one of our ordinary shares. The PSUs are subject to meeting minimum performance criteria set by the Compensation Committee of our Board of Directors. The actual number of shares the recipient receives is determined based on the results achieved versus performance goals. Those performance goals are based on exceeding a measure of our earnings. Depending on the results achieved, the actual number of shares that an award recipient receives at the end of the period may range from 0% to 100% of the award units granted. Provided such criteria are met, the PSUs granted during 2022 will vest in three equal installments in (1) June and July 2023, (2) March 2024 and (3) March 2025. PSUs granted prior to 2022 will vest in three equal annual installments on each of the next three anniversary dates. All PSU vesting is contingent on the recipient's continued employment with us.

Expense for RSUs is recognized on a straight line basis over the requisite service period for the entire award. RSUs granted in 2022 vest in three equal installments in June 2023, March 2024 and March 2025, with the exception of RSUs granted to our Board of Directors which vest after a one-year period. RSUs granted in 2021 vest annually in three equal installments over a three-year service period while RSUs granted prior to 2021 vested 20% on the grant date, with 20% vesting on each of the next four anniversaries.

The fair market value for RSUs and PSUs is based on the closing price of our stock on the grant date. We recognize expenses related to RSUs and PSUs based on the fair market value, as determined on the grant date, ratably over the vesting period, provided the performance condition, if any, is probable. Forfeitures are recognized as they occur.

RSUs and PSUs do not have the voting rights of ordinary shares, and the shares underlying the RSUs and PSUs are not considered issued and outstanding. However, shares underlying RSUs/PSUs are included in the calculation of diluted earnings per share to the extent the performance criteria are met, if any.

RSUs and PSUs are eligible to earn Dividend Equivalent Units (“DEUs”) equal to the cash dividend paid to ordinary shareholders. DEUs are subject to the same performance and/or service conditions as the underlying RSUs and PSUs and are forfeitable.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

15. Share-Based Compensation (continued)

The following table summarizes RSU and PSU activity for the years ended December 30, 2022, December 31, 2021, and January 1, 2021:


	RSUs			PSUs
	Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value





Non-vested as of December 27, 2019	242,187	$	40.13	119,729	$	36.52
Granted	200,710	29.40		89,543	28.42
Vested	(140,916)	40.19		(63,303)	42.33
Canceled	(25,191)	33.78		(25,930)	31.69

Non-vested as of January 1, 2021	276,790	32.89		120,039	28.42
Granted	333,785	26.25		123,158	26.02
Vested	(129,194)	35.30		(48,191)	28.23
Canceled	(26,148)	27.01		(20,786)	25.14

Non-vested as of December 31, 2021	455,233	27.63		174,220	26.89
Granted	153,944	24.28		152,211	28.92
Vested	(212,464)	28.76		(67,599)	27.38
Canceled	(36,616)	26.14		(43,289)	26.85

Non-vested as of December 30, 2022	360,097	$	25.68	215,543	$	28.18

As of December 30, 2022, the total remaining unrecognized compensation cost related to non-vested RSUs/PSUs is $8.6 million, which will be amortized over the weighted-average remaining requisite service period of 1.5 years.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

16. Commitments and Contingencies

Commitments

Refer to Note 10. “Leases”, for further a discussion concerning our lease commitments.

Kunia Well Site

In 1980, elevated levels of certain chemicals were detected in the soil and ground-water at a plantation leased by one of our U.S. subsidiaries in Honolulu, Hawaii (the “Kunia Well Site”). In 2005, our subsidiary signed a Consent Decree (“Consent Decree”) with the Environmental Protection Agency (“EPA”) for the performance of the clean-up work for the Kunia Well Site. Based on findings from remedial investigations, our subsidiary coordinated with the EPA to evaluate the clean-up work required in accordance with the Consent Decree. On July 25, 2022, an Explanation of Significant Differences (ESD) for the Kunia Well Site was filed by the EPA, which formally transitioned the remedy for the Kunia Well Site to a Monitored Natural Attenuation (MNA), thereby reducing our potential liability. In connection with the above decision, we recorded a $9.9 million reduction in our liability during the year ended December 30, 2022, presented in asset impairment and other (credits) charges, net in our Consolidated Statements of Operations, to reflect the decrease in estimated costs associated with the clean-up.

The revised estimate associated with the clean-up costs, and on which our accrual is based, is $2.8 million. As of December 30, 2022, $2.5 million was included in other noncurrent liabilities, and $0.3 million was included in accounts payable and accrued expenses in the Consolidated Balance Sheets for the Kunia Well Site clean-up. We expect to expend approximately $0.3 million in 2023, $0.6 million in 2024, $0.5 million in 2025, $0.4 million in 2026, and $0.1 million in 2027.

Additional Information

In addition to the foregoing, we are involved from time to time in various claims and legal actions incident to our operations, both as plaintiff and defendant. In the opinion of management, after consulting with legal counsel, none of these other claims is currently expected to have a material adverse effect on the results of operations, financial position or our cash flows.

We intend to vigorously defend ourselves in all of the above matters.

17. Derivative Financial Instruments

Our derivative financial instruments reduce our exposure to fluctuations in foreign exchange rates, variable interest rates and bunker fuel prices. We designate our derivative financial instruments as cash flow hedges.

Counterparties expose us to credit loss in the event of non-performance of hedges. We monitor our exposure to counterparty non-performance risk both at inception of the hedge and at least quarterly thereafter.

Fluctuations in the value of the derivative instruments are generally offset by changes in the cash flows of the underlying exposures being hedged. A cash flow hedge requires the change in the fair value of a derivative instrument to be recognized in other comprehensive income (loss), a component of shareholders’ equity, and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item.

Certain of our derivative instruments contain provisions that require the current credit relationship between us and our counterparty to be maintained throughout the term of the derivative instruments. If that credit relationship changes, certain provisions could be triggered, and the counterparty could request immediate collateralization of derivative instruments in a net liability position above a certain threshold. The aggregate fair value of all derivative instruments with a credit-risk-related contingent feature that are in a liability position on December 30, 2022 is $6.7 million. As of December 30, 2022, no triggering event has occurred and thus we are not required to post collateral.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

17. Derivative Financial Instruments (continued)

Derivative instruments are disclosed on a gross basis. There are various rights of setoff associated with our derivative instruments that are subject to an enforceable master netting arrangement or similar agreements. Although various rights of setoff and master netting arrangements or similar agreements may exist with the individual counterparties, individually, these financial rights are not material.

Cash flows from derivative instruments that are designated as cash flow hedges are classified in the same category as the cash flows from the underlying hedged items. In the event that hedge accounting is discontinued, cash flows related to changes in fair value subsequent to the date of discontinuance are classified within investing activities.

Foreign Currency Hedges

We are exposed to fluctuations in currency exchange rates against the U.S. dollar on our results of operations and financial condition, and we mitigate that exposure by entering into foreign currency forward contracts. Certain of our subsidiaries periodically enter into foreign currency forward contracts in order to hedge portions of forecasted sales or cost of sales denominated in foreign currencies, which generally mature within one year. At December 30, 2022, our foreign currency forward contracts will primarily hedge a portion of our 2023 foreign currency exposure.

The foreign currency forward contracts qualifying as cash flow hedges were designated as single-purpose cash flow hedges of forecasted cash flows.

We had the following outstanding foreign currency forward contracts as of December 30, 2022 (in millions):

Foreign currency contracts qualifying as cash flow hedges:

Notional amount

British pound

GBP

11.0

Chilean peso

CLP

20,287.1

Euro

EUR

42.2

Japanese yen

JPY

2,500.8

Korean won

KRW

18,750.0

Kenyan shilling

KES

46.6

Bunker Fuel Hedges

We are exposed to fluctuations in bunker fuel prices on our results of operations and financial condition, and we periodically enter into bunker fuel swap agreements which permit us to lock in bunker fuel prices and mitigate that exposure. During fiscal 2020, one of our subsidiaries entered into bunker fuel swap agreements in order to hedge portions of our fuel expenses incurred by our owned and chartered vessels throughout 2020 and 2021. We designated our bunker fuel swap agreements as cash flow hedges. As of December 30, 2022, there were no outstanding bunker fuel hedges.

Interest Rate Contracts

We are exposed to fluctuations in variable interest rates on our results of operations and financial condition, and we mitigate that exposure by entering into interest rate swaps. During 2018, we entered into interest rate swaps in order to hedge the risk of the fluctuation on future interest payments related to our variable rate LIBOR-based borrowings through 2028. We amended our Second A&R Credit Agreement and our interest rate swaps to transition from LIBOR to SOFR as a reference rate effective January 3, 2023. Refer to our discussion of New Accounting Pronouncements in Note 2, “Summary of Significant Accounting Policies” for further information.

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

17. Derivative Financial Instruments (continued)

Gains or losses on interest rate swaps are recorded in other comprehensive income (loss) and are subsequently reclassified into earnings as the interest expense on debt is recognized in earnings. At December 30, 2022, the notional value of interest rate contracts outstanding was $400 million, with $200 million maturing in 2024 and the remaining $200 million maturing in 2028.

The following table reflects the fair values of derivative instruments, which are designated as level 2 in the fair value hierarchy, as of December 30, 2022 and December 31, 2021 (U.S. dollars in millions):


	Derivatives designated as hedging instruments(1)
	Foreign exchange contracts				Interest rate swaps			Total
Balance Sheet location:	December 30, 2022		December 31, 2021			December 30, 2022		December 31, 2021		December 30, 2022		December 31, 2021
Asset derivatives:
Prepaid expenses and other current assets	$	—	$	0.5		$	—	$	—	$	—	$	0.5
Other noncurrent assets	—		—			15.8		—		15.8		—
Total asset derivatives	$	—	$	0.5		$	15.8	$	—	$	15.8	$	0.5

Liability derivatives:
Accounts payable and accrued expenses	$	6.5	$	8.1		$	—	$	—	$	6.5	$	8.1
Other noncurrent liabilities	0.2		6.1			—		29.4		0.2		35.5
Total liability derivatives	$	6.7	$	14.2		$	—	$	29.4	$	6.7	$	43.6

(1) See Note 18, “Fair Value Measurements,” for fair value disclosures.

We expect that $1.0 million of the net fair value of our cash flow hedges recognized as a net gain in accumulated other comprehensive loss will be transferred to earnings during the next 12 months, and the remaining net gain of $7.2 million over the following 5 years, along with the earnings effect of the related forecasted transactions.

The following table reflects the effect of derivative instruments on the Consolidated Statements of Comprehensive Income for the years ended December 30, 2022 and December 31, 2021 (U.S. dollars in millions):


	Net amount of gain recognized in other comprehensive income on derivatives
Derivative Instruments	December 30, 2022		December 31, 2021
Foreign exchange contracts	$	7.5	$	(8.1)

Bunker fuel swaps	—		(1.7)
Interest rate swaps, net of tax	39.4		18.5
Total	$	46.9	$	8.7

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

18. Fair Value Measurements

Fair Value of Financial Instruments

Our derivative assets or liabilities include foreign exchange and interest rate derivatives that are measured at fair value using observable market inputs such as forward rates, interest rates, and our own credit risk as well as an evaluation of our counterparties’ credit risks. We use an income approach to value our outstanding foreign currency and interest rate hedges, which consists of a discounted cash flow model that takes into account the present value of future cash flows under the terms of the contracts using current market information as of the measurement date such as foreign currency spot rate, forward rates and interest rates. Additionally, we include an element of default risk based on observable inputs into the fair value calculation. Based on these inputs, the derivative assets or liabilities are classified within Level 2 of the valuation hierarchy.

The following table provides a summary of the fair values of our derivative financial instruments measured on a recurring basis (U.S. dollars in millions):


	Fair Value Measurements
	Foreign currency forward contracts, net liability				Interest rate contracts, net asset (liability)
	December 30, 2022		December 31, 2021			December 30, 2022		December 31, 2021
Quoted prices in active markets for identical assets (Level 1)	$	—	$	—		$	—	$	—
Significant other observable inputs (Level 2)	(6.7)		(13.7)			15.8		(29.4)
Significant unobservable inputs (Level 3)	—		—			—		—

Refer to Note 14, “Retirement and Other Employee Benefits” for further fair value disclosures related to pension assets.

In estimating our fair value disclosures for financial instruments, we use the following methods and assumptions:

Cash and cash equivalents: The carrying amount reported in the Consolidated Balance Sheets for these items approximates fair value due to their liquid nature and are classified as Level 1.

Trade accounts receivable and other accounts receivable, net: The carrying value reported in the Consolidated Balance Sheets for these items is net of allowances, which includes a degree of counterparty non-performance risk and are classified as Level 2.

Accounts payable and other current liabilities: The carrying value reported in the Consolidated Balance Sheets for these items approximates their fair value, which is the likely amount for which the liability with short settlement periods would be transferred to a market participant with a similar credit standing as ours and are classified as Level 2.

Long-term debt: The carrying value of our long-term debt reported in the Consolidated Balance Sheets approximates their fair value since they bear interest at variable rates which contain an element of default risk. The fair value of our long-term debt is estimated using Level 2 inputs based on quoted prices for those or similar instruments. Refer to Note 11, “Debt.”

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

18. Fair Value Measurements (continued)

Fair Value of Non-Financial Assets

During fiscal 2020, we performed a comprehensive review of our asset portfolio and identified non-strategic and underutilized property, plant, and equipment assets across various of our regions to dispose of while reducing costs and driving further efficiencies in our operations (the "Optimization Program"). Certain of these assets, as well as additional assets identified for sale since the start of the program, met the held for sale criteria as of December 30, 2022, and relate to both our fresh and value-added products and banana segments. Included in the $67.3 million of assets held for sale as of December 30, 2022 were the following: $45.4 million is related to facilities and land in Saudi Arabia, $16.2 million consists of a facility and related assets in the United States, $2.4 million consists of a facility and related assets in Europe, $2.3 million consists of facilities and farm land in South America, and the remaining $1.0 million consists of farm land in Central America. These assets are recognized at the lower of cost or fair value less cost to sell. The fair value measurements of our held for sale assets are generally based on Level 3 inputs, which include information obtained from third-party appraisals.

During 2022, we received proceeds of $7.5 million and recorded a gain on disposal of property, plant and equipment, net of $1.8 million from the sale of assets previously held for sale.

We recorded asset impairment and other charges during the years ended December 30, 2022 and December 31, 2021, that do not fall under the scope of fair value measurement. Refer to Note 3, “Asset Impairment and Other (Credit) Charges, Net”.

19. Related Party Transactions

Advances and receivables due from related parties were $1.6 million in 2022 and $1.0 million in 2021.

Payables to related parties were $15.3 million in 2022 and $18.3 million in 2021, of which one Mann Packing grower had $14.7 million in accounts payable and accrued expenses in 2022 and $17.6 million in 2021.

We incurred expenses of approximately $2.5 million in 2022, $2.4 million in 2021 and $1.3 million in 2020 for chartered air transportation services from an aircraft management company in which our Chairman and Chief Executive Officer has an ownership interest.

Other purchases from related parties were $109.4 million in 2022 compared to $119.6 million in 2021 and $130.3 million in 2020, of which $107.1 million for 2022, $117.4 million for 2021 and $125.0 million for 2020 were related to one Mann Packing grower.

Related party leases include a building and land in North America. The expenses incurred were $1.2 million for 2022 and $1.2 million for 2021. The right-of-use asset and liabilities were $5.9 million and $6.2 million, respectively, in 2022 and $7.7 million in 2021, which primarily relates to one Mann Packing grower.

Sales to related parties amounted to $1.0 million in 2022 and $0.9 million in 2021.

Cash distributions to noncontrolling interests were $0.9 million in 2022 and $6.5 million in 2021. We have reflected the cash distributions to noncontrolling interests under financing activities in our Consolidated Statements of Cash Flows. We have $2.0 million as of December 30, 2022 and $2.6 million as of December 31, 2021 in other noncurrent liabilities in our Consolidated Balance Sheets related to one of our noncontrolling interests.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

20. Unaudited Quarterly Financial Information

Our fiscal quarter-ends correspond to the last Friday of the 13-week period, beginning the day following our fiscal year end. The following summarizes certain quarterly operating data (U.S. dollars in millions, except per share data):


	Quarter ended
	April 1, 2022		July 1, 2022		September 30, 2022		December 30, 2022
Net sales	$	1,136.9	$	1,211.9	$	1,053.5	$	1,040.0
Gross profit	89.8		80.7		88.0		81.7
Net income	24.7		21.1		32.6		19.4
Net income attributable to Fresh Del Monte Produce Inc.	25.8		21.2		33.3		18.3
Net income per ordinary share attributable to Fresh Del Monte Produce Inc. – basic(1)	$	0.54	$	0.44	$	0.70	$	0.38
Net income per ordinary share attributable to Fresh Del Monte Produce Inc. – diluted(1)	$	0.54	$	0.44	$	0.69	$	0.38
Dividends declared per ordinary share	$	0.15	$	0.15	$	0.15	$	0.15

	April 2, 2021		July 2, 2021		October 1, 2021		December 31, 2021(2)
Net sales	$	1,088.3	$	1,141.6	$	1,004.8	$	1,017.3
Gross profit	105.0		110.0		48.9		39.8
Net income (loss)	41.4		47.7		1.5		(10.7)
Net income (loss) attributable to Fresh Del Monte Produce Inc.	42.7		47.2		1.3		(11.2)
Net income (loss) per ordinary share attributable to Fresh Del Monte Produce Inc. – basic(1)	$	0.90	$	0.99	$	0.03	$	(0.24)
Net income (loss) per ordinary share attributable to Fresh Del Monte Produce Inc. – diluted(1)	$	0.90	$	0.99	$	0.03	$	(0.24)
Dividends declared per ordinary share	$	0.10	$	0.10	$	0.15	$	0.15

Due to rounding, the sum of the quarterly amounts may not equal the reported amounts for the year.

(1)Basic and diluted earnings per share for each of the quarters presented above is based on the respective weighted average number of shares for the quarters.

(2)Diluted earnings per share for the quarter ended December 31, 2021 excludes the impact of antidilutive share-based payment awards of 742,006 ordinary shares, as they were antidilutive.

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21. Business Segment Data

We are principally engaged in the production, distribution and marketing of fresh and value-added products and bananas. Our products are sold in markets throughout the world and our major producing operations are located in North, Central and South America, Asia and Africa.

•Banana

•Other products and services - includes our third-party freight and logistic services business and our Jordanian poultry and meats business.

We evaluate performance based on several factors, of which net sales and gross profit are the primary financial measures (U.S. dollars in millions):


	Year ended
	December 30, 2022				December 31, 2021				January 1, 2021
	Net Sales		Gross Profit		Net Sales		Gross Profit		Net Sales		Gross Profit
Fresh and value-added products	$	2,581.8	$	183.0	$	2,504.8	$	180.2	$	2,484.1	$	159.1
Banana	1,619.8		120.7		1,581.1		110.9		1,602.6		85.6
Other products and services	240.7		36.5		166.1		12.7		115.6		6.2
Totals	$	4,442.3	$	340.2	$	4,252.0	$	303.8	$	4,202.3	$	250.9

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21. Business Segment Data (continued)

The following table indicates our net sales by product (U.S. dollars in millions) and, in each case, the percentage of the total represented thereby:


	Year ended
	December 30, 2022				December 31, 2021				January 1, 2021
Segments:
Fresh and value-added products:
Fresh-cut fruit	$	524.7	12	%	$	493.5	12	%	$	464.8	11	%
Fresh-cut vegetables	341.4		8	%	366.3		9	%	378.9		9	%
Pineapples	584.6		13	%	534.4		13	%	458.9		11	%
Avocados	311.4		7	%	320.2		7	%	327.1		7	%
Non-tropical fruit	179.8		4	%	185.2		4	%	210.6		5	%
Prepared foods	293.4		6	%	281.2		6	%	278.3		7	%
Melons	94.4		2	%	67.6		2	%	75.5		2	%
Tomatoes	23.8		1	%	29.5		1	%	40.5		1	%
Vegetables	137.3		3	%	136.6		3	%	155.6		4	%
Other fruit and vegetables	91.0		2	%	90.3		2	%	93.9		2	%
Total fresh and value-added products	2,581.8		58	%	2,504.8		59	%	2,484.1		59	%
Banana	1,619.8		37	%	1,581.1		37	%	1,602.6		38	%
Other products and services	240.7		5	%	166.1		4	%	115.6		3	%
Total	$	4,442.3	100	%	$	4,252.0	100	%	$	4,202.3	100	%

The following table indicates our net sales by geographic region (U.S. dollars in millions):


	Year ended
Net sales by geographic region:	December 30, 2022		December 31, 2021		January 1, 2021
North America	$	2,721.3	$	2,570.2	$	2,601.7
Europe	760.5		696.5		648.6
Asia	451.0		488.4		466.1
Middle East	427.9		433.0		432.9
Other	81.6		63.9		53.0
Total net sales	$	4,442.3	$	4,252.0	$	4,202.3

North America accounted for approximately 61% of our net sales for 2022, 60% for 2021 and 62% for 2020. Our earnings are heavily dependent on operations located worldwide; however, our net sales are not dependent on any particular country other than the United States, with no other country accounting for greater than 10% of our net sales in 2022, 2021 and 2020. These operations are a significant factor in the economies of some of the countries in which we operate and are subject to the risks that are inherent in operating in such countries, including government regulations, currency and ownership restrictions and risk of expropriation.

Walmart accounted for 8% of our net sales in 2022, 7% of net sales in 2021 and 9% in 2020. These sales are reported in the banana and fresh and value-added products segments. In 2022, our top 10 customers accounted for approximately 29% of net sales as compared with 30% during 2021 and 33% for 2020.

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

21. Business Segment Data (continued)

The following tables indicate our (i) property, plant, and equipment, net by location and (ii) total assets by location (U.S. dollars in millions):


Property, plant and equipment, net:	December 30, 2022		December 31, 2021
North America	$	191.7	$	209.7
Europe	28.8		32.2
Middle East	49.2		98.4
Africa	37.8		40.0
Asia	104.5		113.6
Central America	635.5		645.8
South America	66.4		71.7
Maritime equipment (including containers)	190.1		198.9
Corporate	5.5		5.5
Total property, plant and equipment, net	$	1,309.5	$	1,415.8


Total assets:	December 30, 2022		December 31, 2021
North America	$	929.0	$	875.8
Europe	330.6		322.8
Middle East	281.7		275.6
Africa	164.2		131.9
Asia	250.4		257.5
Central America	1,023.1		1,060.4
South America	170.1		162.2
Maritime equipment (including containers)	193.7		202.2
Corporate	116.1		109.7
Total assets	$	3,458.9	$	3,398.1

Management reviews assets on the basis of geographic region and not by reportable segment, which more closely aligns our capital investment with demand for our products. Costa Rica is our most significant sourcing location, representing approximately 35% of our property, plant and equipment as of December 30, 2022. Excluding the U.S., no other country other than Costa Rica accounted for greater than 10% of our property, plant and equipment as of the years ended December 30, 2022 and December 31, 2021.

Total assets by geographic area represent those assets used in the operations of each geographic area.

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FRESH DEL MONTE PRODUCE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

22. Shareholders’ Equity

Our shareholders have authorized 50,000,000 preferred shares at $0.01 par value, of which none are issued or outstanding at December 30, 2022, and 200,000,000 ordinary shares of common stock at $0.01 par value, of which 47,838,680 are issued and outstanding at December 30, 2022.

The below is a summary of the dividends paid per share for the years ended December 30, 2022 and December 31, 2021. These dividends were declared and paid within the same fiscal quarter.


Year ended
December 30, 2022			December 31, 2021
Dividend Payment Date	Cash Dividend per Ordinary Share		Dividend Payment Date	Cash Dividend per Ordinary Share
December 9, 2022	$	0.15	December 10, 2021	$	0.15
September 9, 2022	0.15		September 10, 2021	0.15
June 10, 2022	0.15		June 11, 2021	0.10
April 1, 2022	0.15		April 2, 2021	0.10

We paid $28.7 million in dividends during fiscal 2022 and $23.7 million during fiscal 2021.

In addition, on February 21, 2023, our Board of Directors declared a cash dividend of fifteen cents ($0.15) per share, payable on March 31, 2023 to shareholders of record on March 8, 2023.

104


Schedule II - Valuation and Qualifying Accounts
Fresh Del Monte Produce Inc. and Subsidiaries
(U.S. dollars in millions)
			Additions
Description	Balance at Beginning of Period		Charged to Costs and Expenses		Charged to Other Accounts		Deductions		Balance at End of Period
Year ended December 30, 2022

Deducted from asset accounts:
Valuation accounts:
Trade accounts receivable	$	21.8	$	0.7	$	(0.1)	$	(0.8)	$	21.6
Advances to growers and other receivables	3.8		2.0		—		(0.1)		5.7
Deferred tax asset valuation allowance	424.8		66.0		0.2		(7.5)		483.5

Current and noncurrent accrued liabilities:
Provision for Kunia Well Site	12.9		(10.1)		—		—		2.8
Total	$	463.3	$	58.6	$	0.1	$	(8.4)	$	513.6

Year ended December 31, 2021

Deducted from asset accounts:
Valuation accounts:
Trade accounts receivable	$	28.5	$	(1.6)	$	(5.1)	$	—	$	21.8
Advances to growers and other receivables	3.7		0.5		—		(0.4)		3.8
Deferred tax asset valuation allowance	370.7		72.3		(1.7)		(16.5)		424.8

Current and noncurrent accrued liabilities:
Provision for Kunia Well Site	13.0		(0.1)		—		—		12.9
Total	$	415.9	$	71.1	$	(6.8)	$	(16.9)	$	463.3

Year ended January 1, 2021

Deducted from asset accounts:
Valuation accounts:
Trade accounts receivable (1)	$	20.6	$	5.6	$	2.3	$	—	$	28.5
Advances to growers and other receivables (2)	3.6		0.4		—		(0.3)		3.7
Deferred tax asset valuation allowance	323.3		54.6		—		(7.2)		370.7

Current and noncurrent accrued liabilities:
Provision for Kunia Well Site	13.2		(0.2)		—		—		13.0
Total	$	360.7	$	60.4	$	2.3	$	(7.5)	$	415.9

(1) Beginning balance for the year ended January 1, 2021 includes $1.0 million increase reflecting the impact of our adoption of ASC 326 on the first day of fiscal 2020.

(2) Beginning balance includes $0.2 million increase reflecting the impact of our adoption of ASC 326 on the first day of fiscal 2020.

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Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 30, 2022. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. Such officers also confirm that there was no change in our internal control over financial reporting during fiscal 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed under the supervision of our Chairman and Chief Executive Officer and Senior Vice President and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

1.Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

2.Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

3.Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Under the supervision and with the participation of our management, including our Chairman and Chief Executive Officer and Senior Vice President and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting, based on criteria established in Internal Control-Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management determined that our internal control over financial reporting was effective as of December 30, 2022 based on the criteria in Internal Control - Integrated Framework issued in 2013 by COSO.

The effectiveness of our internal control over financial reporting as of December 30, 2022 has been audited by Ernst & Young LLP, an independent registered certified public accounting firm, as stated in their report that is included elsewhere herein. That report expresses an unqualified opinion on the effectiveness of our internal control over financial reporting.

Item 9B.Other Information

Item 1.01 Entry into a Material Definitive Agreement.

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Overnight Financing Rate (“Term SOFR”) effective January 3, 2023. As amended, Term Loans made under the Revolving Credit Facility can be Base Rate Loans, Term SOFR Loans or Alternative Currency Term Rate Loans. All other material terms of the Second A&R Credit Agreement, as amended, remain unchanged.

We have other commercial relationships with certain parties to the Amendment. Several of the lenders or their affiliates furnish general financing and banking services to us.

The foregoing is a summary of the material terms and conditions of the Amendment and not a complete discussion of the document. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.18(a) to this Form 10-K.

Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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PART III

Item 10.Directors, Executive Officers and Corporate Governance

Information required by Item 10 of Part III of this Annual Report on Form 10-K will be included in our definitive Proxy Statement relating to our 2023 Annual General Meeting of Shareholders with respect to directors, executive officers, audit committee financial experts of the Company and Section 16(a) beneficial ownership reporting compliance, and is incorporated herein by reference in response to this item.

Code of Ethics

We have adopted a Code of Conduct and Business Ethics Policy (“Code of Conduct”) that applies to our principal executive officer, principal financial officer and principal accounting officer as well as all our directors, other officers and employees. Our Code of Conduct can be found on our website at www.freshdelmonte.com. We have not waived the requirements of the Code of Conduct for any directors or executive officers and there were no amendments in 2022. We intend to disclose any amendment or waiver of the Code of Conduct promptly on our website.

Item 11.Executive Compensation

Information required by Item 11 of Part III of this Annual Report on Form 10-K will be included in our definitive Proxy Statement relating to our 2023 Annual General Meeting of Shareholders with respect to executive compensation, and is incorporated herein by reference in response to this item.

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information required by Item 12 of Part III of this Annual Report on Form 10-K will be included in our definitive Proxy Statement relating to our 2023 Annual General Meeting of Shareholders with respect to security ownership of certain beneficial owners and management and securities authorized for issuance under equity compensation plans, and is incorporated herein by reference in response to this item.

Item 13.Certain Relationships and Related Transactions, and Director Independence

Information required by Item 13 of Part III of this Annual Report on Form 10-K will be included in our definitive Proxy Statement relating to our 2023 Annual General Meeting of Shareholders with respect to certain relationships and related transactions and director independence, and is incorporated herein by reference in response to this item.

Item 14.Principal Accountant Fees and Services

Information required by Item 14 of Part III of this Annual Report on Form 10-K will be included in our definitive Proxy Statement relating to our 2023 Annual General Meeting of Shareholders with respect to principal accountant fees and services, and is incorporated by reference in response to this item.

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PART IV

Item 15.Exhibits and Financial Statement Schedules

Consolidated Statements and Other Financial Information

The following financial statements and supplemental schedule of Fresh Del Monte Produce Inc. and its subsidiaries are included in Item 8. Financial Statements and Supplementary Data of this Report:


Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements

Consolidated Balance Sheets at December 30, 2022 and December 31, 2021

Consolidated Statements of Operations for the years ended December 30, 2022, December 31, 2021 and January 1, 2021

Consolidated Statements of Comprehensive Income for the years ended December 30, 2022, December 31, 2021 and January 1, 2021

Consolidated Statements of Cash Flows for the years ended December 30, 2022, December 31, 2021 and January 1, 2021

Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling Interest for the years ended December 30, 2022, December 31, 2021 and January 1, 2021

Notes to Consolidated Financial Statements

Supplemental Financial Statement Schedule

Schedule II - Valuation and Qualifying Accounts

Exhibits

The exhibits listed below are incorporated in this Report by reference, except for those indicated by “*” which are filed herewith (see accompanying Exhibit Index)


Exhibit No.						Description
3.1						Amended and Restated Memorandum of Association of Fresh Del Monte Produce Inc. (incorporated by reference to Exhibit 3.1 of our Annual Report on Form 10-K of our fiscal year ended December 27, 2019)

3.2						Amended and Restated Articles of Association of Fresh Del Monte Produce Inc. (incorporated by reference to Exhibit 3.2 of our Annual Report on Form 10-K of our fiscal year ended December 27, 2019)

3.3						Second Amended and Restated Articles of Association of Fresh Del Monte Produce Inc. (incorporated by reference to Exhibit 3.3 to our Quarterly Report on Form 10-Q of our fiscal quarter ended July 1, 2022).

4.1*						Specimen Certificate of Ordinary Shares of Fresh Del Monte Produce Inc. (originally filed as Exhibit 4.1 to our Registration Statement on Form F-1 (File No. 333-7708))

4.2						Description of Securities (incorporated by reference to Exhibit 4.2 of our Annual Report on Form 10-K of our fiscal year ended December 27, 2019).

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Exhibit No.						Description

10.1						License Agreement, dated as of December 5, 1989, between Del Monte Corporation and Wafer Limited (the “DMC-Wafer License”) (incorporated by reference to Exhibit 10.1 of our Annual Report on Form 10-K of our fiscal year ended December 31, 2021).

10.2						License Agreement, dated as of December 5, 1989, between Del Monte Corporation and Del Monte Tropical Fruit Company, North America (the “NAJ License”) (incorporated by reference to Exhibit 10.2 of our Annual Report on Form 10-K of our fiscal year ended December 31, 2021).

10.3						License Agreement, dated as of December 5, 1989, between Del Monte Corporation and Del Monte Fresh Fruit International, Inc. (incorporated by reference to Exhibit 10.3 of our Annual Report on Form 10-K of our fiscal year ended December 31, 2021).

10.4*						Amendment No. 1 to DMC-Wafer License, dated as of October 12, 1992, between Del Monte Corporation and Wafer Limited (originally filed as Exhibit 10.6 to our Registration Statement on Form F-1 (File No. 333-7708))

10.5*						Amendment No. 1 to NAJ License, dated as of October 12, 1992, between Del Monte Corporation and Del Monte Fresh Produce N.A., Inc. (originally filed as Exhibit 10.7 to our Registration Statement on Form F-1 (File No. 333-7708)).

10.6						Amendment No. 1 to Direct DMC-DMFFI License, dated as of October 12, 1992, between Del Monte Corporation and Del Monte Fresh Produce International, Inc. (incorporated by reference to Exhibit 10.3 of our Annual Report on Form 10-K of our fiscal year ended December 31, 2021).

10.7						Registration Rights Agreement, dated as of October 15, 1997, by and between Fresh Del Monte and FG Holdings Limited (incorporated by reference to Exhibit 10.7 of our Annual Report on Form 10-K of our fiscal year ended December 31, 2021).

10.8						Strategic Alliance Agreement, dated as of August 29, 1997, by and between the Registrant and IAT Group Inc. (incorporated by reference to Exhibit 10.8 of our Annual Report on Form 10-K of our fiscal year ended December 31, 2021).

10.9**						Amended and Restated Fresh Del Monte Produce Inc. 1999 Share Incentive Plan, effective as of April 30, 2008 (reflects Amendment No. 1, dated May 1, 2002, Amendments No. 2 through 5 dated April 27, 2005 and Amendment No. 6 dated April 30, 2008) (incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q of our fiscal quarter ended June 27, 2008).

10.10**						2011 Performance Incentive Plan for the Chief Executive Officer (incorporated by reference to Exhibit 10.1 to our Quarterly Report of Form 10-Q of our fiscal quarter ended April 1, 2011).

10.11**						Executive Retention and Severance Agreement (Chairman & CEO) (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q of our fiscal quarter ended March 28, 2008).

10.14**						2011 Omnibus Share Incentive Plan (incorporated by reference to Exhibit A in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 24, 2011).

10.15**						2014 Omnibus Share Incentive Plan (incorporated by reference to Exhibit A in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 31, 2014).

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Exhibit No.						Description
10.16**						Amendment to the Fresh Del Monte Produce Inc. 2014 Omnibus Share Incentive Plan effective November 1, 2017 (incorporated by reference to Exhibit 10.24 of our Annual Report on Form 10-K of our fiscal year ended December 29, 2017).

10.17						Settlement Agreement, dated as of May 4, 2017, by and among Fresh Del Monte Produce Inc., Del Monte Pacific Limited and Del Monte Foods, Inc. (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q of our fiscal quarter ended June 29, 2018).

10.18						Second Amended and Restated Credit Agreement, dated as of October 1, 2019 by and among Fresh Del Monte Produce Inc., and certain subsidiaries named therein and the lenders and agents named therein (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on October 7, 2019).

10.18(a)*						Amendment No. 1 to the Second Amended and Restated Credit Agreement, dated as of December 30, 2022 by and among Fresh Del Monte Produce Inc., and certain subsidiaries named therein and the lenders and agents named therein.

10.19						Second Amended and Restated Company Guaranty Agreement, dated as of October 1, 2019, between Fresh Del Monte Produce Inc. and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on October 7, 2019).

10.20						Second Amended and Restated Subsidiary Guaranty Agreement, dated as of October 1, 2019, by and among each of the Subsidiary Guarantors and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on October 7, 2019).

10.21**						Severance Agreement and General and Full Release, dated as of January 21, 2022, by and among Del Monte Fresh Produce Company and Youssef Zakharia (incorporated by reference to Exhibit 10.21 to our Current Report on Form 8-K filed with the SEC on January 27, 2022).

10.22**						Form of Performance-Based Restricted Stock Unit Award issued pursuant to the provisions of the 2014 Omnibus Share Incentive Plan (incorporated by reference to Exhibit 10.22 of our Annual Report on Form 10-K of our fiscal year ended December 31, 2021).

10.23**						Form of Restricted Stock Unit Award issued pursuant to the provisions of the 2014 Omnibus Share Incentive Plan (incorporated by reference to Exhibit 10.23 of our Annual Report on Form 10-K of our fiscal year ended December 31, 2021).

10.24**						Form of Non-Employee Director Restricted Stock Unit Award issued pursuant to the provisions of the 2014 Omnibus Share Incentive Plan (incorporated by reference to Exhibit 10.24 of our Annual Report on Form 10-K of our fiscal year ended December 31, 2021).

10.25**						2022 Omnibus Share Incentive Plan (incorporated by reference to Annex B in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 22, 2022).

10.26**						Form of 2022 Non-Employee Director Restricted Stock Unit Award. (incorporated by reference to Exhibit 10.25 to our Quarterly Report on Form 10-Q of our fiscal quarter ended July 1, 2022).

10.27**						Form of Performance-Based Restricted Stock Unit Award issued pursuant to the provisions of the 2022 Omnibus Share Incentive Plan (incorporated by reference to Exhibit 10.26 to our Quarterly Report on Form 10-Q of our fiscal quarter ended July 1, 2022).

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Exhibit No.						Description
10.28**						Form of Restricted Stock Unit Award issued pursuant to the provisions of the 2022 Omnibus Share Incentive Plan (incorporated by reference to Exhibit 10.27 to our Quarterly Report on Form 10-Q of our fiscal quarter ended July 1, 2022).

21.1*						List of Subsidiaries.

23.1*						Consent of Independent Registered Public Accounting Firm.

31.1*						Certification of Chief Executive Officer filed pursuant to 17 CFR 240.13a-14(a).

31.2*						Certification of Chief Financial Officer filed pursuant to 17 CFR 240.13a-14(a).

32*						Certifications of Chief Executive Officer and Chief Financial Officer furnished pursuant to 17 CFR 240.13a-14(b) and 18 U.S.C. Section 1350.

101.INS,**						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH,**						XBRL Taxonomy Extension Schema Document.

101.CAL,**						XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF,**						XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB,**						XBRL Taxonomy Extension Label Linkbase Document.

101.PRE,**						XBRL Taxonomy Extension Presentation Linkbase Document.

104						Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.


*			Filed herewith.

**			Management contract or compensatory plan or arrangement.

***			Attached as Exhibit 101 to this report are the following formatted in Inline XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 30, 2022 and December 31, 2021, (ii) Consolidated Statements of Operations for the years ended December 30, 2022, December 31, 2021 and January 1, 2021, (iii) Consolidated Statements of Comprehensive Income for the years ended December 30, 2022, December 31, 2021 and January 1, 2021, (iv) Consolidated Statements of Cash Flows for the years ended December 30, 2022, December 31, 2021 and January 1, 2021 and (v) Notes to Consolidated Financial Statements.

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Item 16. Form 10-K Summary

Not applicable.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		FRESH DEL MONTE PRODUCE INC.

Date:	February 22, 2023	By:	/s/ Mohammed Abbas
			Mohammed Abbas
			Executive Vice President & Chief Operating Officer

Date:	February 22, 2023	By:	/s/ Monica Vicente
			Monica Vicente
			Senior Vice President & Chief Financial Officer

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated below on the 22nd day of February, 2023:


			/s/ Mohammad Abu-Ghazaleh
By			Mohammad Abu-Ghazaleh
			Chairman & Chief Executive Officer (Principal Executive Officer)

			/s/ Monica Vicente
By			Monica Vicente
			Senior Vice President & Chief Financial Officer (Principal Financial & Accounting Officer)

			/s/ Amir Abu-Ghazaleh
By			Amir Abu-Ghazaleh
			Director

			/s/ Michael J. Berthelot
By			Michael J. Berthelot
			Director

			/s/ Mary Ann Cloyd
By			Mary Ann Cloyd
			Director

			/s/ Charles E. Beard Jr.
By			Charles E. Beard Jr.
			Director

			/s/ Kristin Colber-Baker
By			Kristin Colber-Baker
			Director

			/s/ Lori Tauber Marcus
By			Lori Tauber Marcus
			Director

By			/s/ Ahmad Abu-Ghazaleh
			Ahmad Abu-Ghazaleh
			Director

114

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of December 30, 2022, is among FRESH DEL MONTE PRODUCE INC., an exempted company duly incorporated under the laws of the Cayman Islands (the “Company”), certain Subsidiaries of the Company signatory hereto (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement described below) (in such capacity, the “Administrative Agent”), each Subsidiary Guarantor (as defined in the Credit Agreement described below), and each of the Lenders party hereto.

W I T N E S S E T H:

WHEREAS, the Borrowers, the Administrative Agent and the Lenders have entered into that certain Second Amended and Restated Credit Agreement dated as of October 1, 2019 (as hereby amended and as from time to time further amended, supplemented, restated, amended and restated or otherwise modified, the “Credit Agreement”; capitalized terms used in this Amendment not otherwise defined herein shall have the respective meanings given thereto in the Credit Agreement), pursuant to which the Lenders have made a revolving credit facility in the principal amount of $900,000,000; and

WHEREAS, the Borrowers have requested, and the Administrative Agent and each Lender party hereto have agreed, subject to the terms and conditions set forth herein, to amend the Credit Agreement to replace the London Interbank Offered Rate as administered by the ICE Benchmark Administration with a successor rate and make such other amendments as provided herein;

NOW, THEREFORE, in consideration of the premises and further valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.Amendments to Credit Agreement. Subject to the terms and conditions set forth herein, the Credit Agreement is hereby amended as follows:

(a)the Credit Agreement (excluding the Schedules and Exhibits thereto (other than as set forth below)) is hereby amended such that, after giving effect to all such amendments, it shall read in its entirety as set forth on Annex A attached hereto; and

(b)Exhibit A (Loan Notice) to the Credit Agreement is hereby amended such that, after giving effect to all such amendments, it shall read in its entirety as set forth on Annex B attached hereto.

2.Outstanding Eurocurrency Rate Loans. The parties hereto agree that all Eurocurrency Rate Loans outstanding under the Credit Agreement on the Amendment No. 1 Effective Date (defined below) shall continue as Eurocurrency Rate Loans (as defined in the Credit Agreement prior to the effectiveness of this Amendment) under the Credit Agreement for the remainder of the Interest Periods applicable thereto immediately prior to the effectiveness of this Amendment; it being understood that such Eurocurrency Rate Loans and Interest Periods are not being renewed or extended as a result of this Amendment and, upon the expiration of such Interest Periods on January 3, 2023, such Eurocurrency Rate Loans shall be converted to Term SOFR Loans having a one-month Interest Period, unless such Eurocurrency Rate Loans are terminated or repaid prior to the expiration thereof.

3.Effectiveness; Conditions Precedent. The effectiveness of this Amendment shall be as of the date hereof upon each of the following conditions precedent having been satisfied or waived (the “Amendment No. 1 Effective Date”):

(a)the Administrative Agent shall have received counterparts of this Amendment, duly executed by each Borrower, each Guarantor, the Administrative Agent and the each Lender; and

(b) all fees and expenses payable to the Administrative Agent (including the fees and expenses of counsel to the Administrative Agent to the extent due and payable under Section 10.04 of the Credit Agreement) shall have been or (concurrently herewith) will be, paid in full.

4.Representations and Warranties. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, each Loan Party represents and warrants to the Administrative Agent and the Lenders as follows:

(a)The execution, delivery and performance by each Loan Party of this Amendment has been duly authorized by all necessary corporate or other organizational action, and does not and will not (i) contravene the terms of any of each Loan Party’s Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, (A) any Contractual Obligation to which the Loan Parties are a party except to the extent that such conflict, breach, contravention, Lien or violation could not reasonably be expected to have a Material Adverse Effect or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Loan Parties or their property is subject; or (iii) violate any Law in any material respect.

(b)This Amendment has been duly executed and delivered by each Loan Party. This Amendment constitutes a legal, valid and binding obligation of each Loan Party enforceable against each Loan Party in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, Debtor Relief Laws or similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

5.Consent and Confirmation of the Subsidiary Guarantors. Each of the Subsidiary Guarantors hereby consents, acknowledges and agrees to the amendments set forth herein and hereby confirms and ratifies in all respects the Loan Documents to which such Subsidiary Guarantor is a party and the Subsidiary Guaranty (including without limitation the continuation of each such Subsidiary Guarantor’s payment and performance obligations thereunder upon and after the effectiveness of this Amendment and the amendments contemplated hereby) and the enforceability of such Loan Documents and the Guaranty against such Subsidiary Guarantor in accordance with their respective terms and the inclusion of all principal, interest and fees in respect of the Obligations under the Credit Agreement.

6.Entire Agreement. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document. This Amendment, the Credit Agreement as amended hereby, and the other Loan Documents (collectively, the “Relevant Documents”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter. No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall

bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to any other party in relation to the subject matter hereof or thereof. None of the terms or conditions of this Amendment may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with Section 10.01 of the Credit Agreement.

7.Full Force and Effect of Credit Agreement. Except as hereby specifically amended, modified or supplemented, the Credit Agreement is hereby confirmed and ratified in all respects and shall be and remain in full force and effect according to its terms. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

8.Counterparts and Effectiveness. This Amendment may be in the form of an electronic record (in “.pdf” form or otherwise) and may be executed using electronic signatures, which shall be considered as originals and shall have the same legal effect, validity and enforceability as a paper record. This Amendment may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts shall be one and the same Amendment. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent of a manually signed Amendment which has been converted into electronic form (such as scanned into “.pdf” format), or an electronically signed Amendment converted into another format, for transmission, delivery and/or retention.

9.Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. THIS AMENDMENT WILL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

10.Severability. Whenever possible each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition of invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment.

11.References. All references to the “Credit Agreement” in the Loan Documents shall mean the Credit Agreement, as amended hereby.

12.Successors and Assigns. This Amendment shall be binding upon the Borrower, each Subsidiary Guarantor, the Lenders and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of the Borrower, each Subsidiary Guarantor, the Lenders and the Administrative Agent and the respective successors and assigns of the Borrowers, each Subsidiary Guarantor, the Lenders and the Administrative Agent.

[Signature pages follow.]

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be made, executed and delivered by their duly authorized officers as of the day and year first above written.

BORROWERS:

FRESH DEL MONTE PRODUCE INC.

By:/s/ Celia M. Dempsey_________________________

Typed Name: Celia M. Dempsey

Typed Title: Attorney-in-Fact

DEL MONTE FRESH PRODUCE N.A., INC.

DEL MONTE FUND B.V.

DEL MONTE INTERNATIONAL GMBH

DEL MONTE LUXEMBOURG SARL

NETWORK SHIPPING LTD.

By:/s/ Celia M. Dempsey_________________________

Typed Name: Celia M. Dempsey

Typed Title: Attorney-in-Fact

Amendment No. 1 to Second Amended and Restated Credit Agreement

Fresh Del Monte Produce Inc.

Signature Page

SUBSIDIARY GUARANTORS:

DEL MONTE FRESH PRODUCE COMPANY

DEL MONTE (PINABANA) CORP.

CORPORACION DE DESARROLLO AGRICOLA DEL MONTE S.A.

COMPANIA DE DESARROLLO BANANERO DE GUATEMALA S.A.

DEL MONTE (GERMANY) GMBH

FRESH DEL MONTE JAPAN COMPANY LTD.

DEL MONTE HELLAS S.A.

DEL MONTE KENYA LIMITED

DEL MONTE FRESH PRODUCE (SOUTHWEST) INC.

DEL MONTE FRESH PRODUCE (WEST COAST), INC.

DEL MONTE FRESH PRODUCE (TEXAS), INC.

DEL MONTE FRESH PRODUCE (CHILE) S.A.

DEL MONTE FOODS (U.A.E.) FZE

DEL MONTE FRESH PRODUCE BRASIL LTD.

PRODUCTOS AGRICOLAS DE ORIENTE, S.A.

NATIONAL POULTRY PLC

DEL MONTE FRESH PRODUCTION, INC.

DEL MONTE FRESH PRODUCE (CANADA) CORP.

DEL MONTE FRESH PRODUCE INTERNATIONAL INC.

DEL MONTE (UK) LTD.

DEL MONTE EUROPE LIMITED

DEL MONTE FOODS INTERNATIONAL LIMITED

MANN PACKING CO., INC.

WAFER LIMITED

FDM HOLDINGS LIMITED

By:/s/ Celia M. Dempsey_________________________

Typed Name: Celia M. Dempsey

Typed Title: Attorney-in-Fact

Amendment No. 1 to Second Amended and Restated Credit Agreement

Fresh Del Monte Produce Inc.

Signature Page

BANK OF AMERICA, N.A.,

as Administrative Agent

By: /s/ Liliana Claar_____________________________

Typed Name: Liliana Claar

Typed Title: Vice President

Amendment No. 1 to Second Amended and Restated Credit Agreement

Fresh Del Monte Produce Inc.

Signature Page

BANK OF AMERICA, N.A.,

as a Lender, Swing Line Lender and L/C Issuer

By: /s/ Julia H. Greenwell____________________

Typed Name: Julia H. Greenwell

Typed Title: Senior Vice President

Amendment No. 1 to Second Amended and Restated Credit Agreement

Fresh Del Monte Produce Inc.

Signature Page

U.S. BANK NATIONAL ASSOCIATION, as a Lender

By: /s/ Steven F. Bobinchak_______________________

Typed Name: Steven F. Bobinchak

Typed Title: Assistant Vice President

Amendment No. 1 to Second Amended and Restated Credit Agreement

Fresh Del Monte Produce Inc.

Signature Page

TD BANK, N.A., as a Lender

By: /s/ Steve Levi_______________________________

Typed Name: Steve Levi

Typed Title: Senior Vice President

Amendment No. 1 to Second Amended and Restated Credit Agreement

Fresh Del Monte Produce Inc.

Signature Page

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

By: /s/ Michael T. Jourdan________________________

Typed Name: Michael T. Jourdan

Typed Title: Director

Amendment No. 1 to Second Amended and Restated Credit Agreement

Fresh Del Monte Produce Inc.

Signature Page

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH (f/k/a Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch), as a Lender

By: /s/ Michael LaHaie___________________________

Typed Name: Michael LaHaie

Typed Title: Managing Director

By: /s/ Spencer Van Kirk

Typed Name: Spencer Van Kirk

Typed Title: Vice President

Amendment No. 1 to Second Amended and Restated Credit Agreement

Fresh Del Monte Produce Inc.

Signature Page

AGCOUNTRY FARM CREDIT SERVICES, PCA (f/k/a FCS COMMERCIAL FINANCE GROUP, FOR AGCOUNTRY FARM CREDIT SERVICES, PCA),

as Lender

By:/s/ Lisa Caswell______________________________

Typed Name: Lisa Caswell

Typed Title: Vice President

Amendment No. 1 to Second Amended and Restated Credit Agreement

Fresh Del Monte Produce Inc.

Signature Page

AGFIRST FARM CREDIT BANK, as a Lender

By: /s/ Leighton McLendon_______________________

Typed Name: Leighton McLendon

Typed Title: Senior Vice President

Amendment No. 1 to Second Amended and Restated Credit Agreement

Fresh Del Monte Produce Inc.

Signature Page

COMPEER FINANCIAL, PCA, as a Lender

By: /s/ Betty Janelle _____________________________

Typed Name: Betty Janelle

Typed Title: Director, Capital Markets

Amendment No. 1 to Second Amended and Restated Credit Agreement

Fresh Del Monte Produce Inc.

Signature Page

FARM CREDIT SERVICES OF AMERICA, PCA,

as a Lender

By: /s/ Thomas L. Markowski ________________

Typed Name: Thomas L. Markowski

Typed Title: Vice President

Amendment No. 1 to Second Amended and Restated Credit Agreement

Fresh Del Monte Produce Inc.

Signature Page

GREENSTONE FARM CREDIT SERVICES, ACA,

as a Lender

By:/s/ Curtis Flammini___________________________

Typed Name: Curtis Flammini

Typed Title: VP of Capital Markets Lending

Amendment No. 1 to Second Amended and Restated Credit Agreement

Fresh Del Monte Produce Inc.

Signature Page

COBANK, ACB, as a Lender

By: /s/ True Siffring_____________________________

Typed Name: True Siffring

Typed Title: Assistant Vice President

Amendment No. 1 to Second Amended and Restated Credit Agreement

Fresh Del Monte Produce Inc.

Signature Page

JPMORGAN CHASE BANK, N.A., as a Lender

By:/s/ Andrew Rossman__________________________

Typed Name: Andrew Rossman

Typed Title: Vice President

Amendment No. 1 to Second Amended and Restated Credit Agreement

Fresh Del Monte Produce Inc.

Signature Page

Annex A

Conformed Credit Agreement

(see attached)


SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 1, 2019 among FRESH DEL MONTE PRODUCE INC., and CERTAIN SUBSIDIARIES as Borrowers,

BANK OF AMERICA, N.A.,
as Administrative Agent, Swing Line Lender and L/C Issuer,

THE OTHER LENDERS PARTY HERETO,

BOFA SECURITIES, INC.,
as Sole Lead Arranger and Sole Bookrunner,


U.S. BANK NATIONAL ASSOCIATION, TD BANK, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, and COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Documentation Agent


	TABLE OF CONTENTS	Page

ARTICLE I.	DEFINITIONS AND ACCOUNTING TERMS	1
1.01	Defined Terms	1
1.02	Other Interpretive Provisions	38
1.03	Accounting Terms	39
1.04	Rounding	39
1.05	Exchange Rates; Currency Equivalents	39
1.06	Additional Alternative Currencies	40
1.07	Change of Currency	41
1.08	Times of Day	41
1.09	Letter of Credit Amounts	41
1.10	Pro Forma Treatment with Respect to Acquisitions and Dispositions	41
1.11	Amendment and Restatement	42
1.12	Interest Rates	43
ARTICLE II.	COMMITMENTS AND CREDIT EXTENSIONS	43
2.01	Loans	43
2.02	Borrowings, Conversions and Continuations of Loans	44
2.03	Letters of Credit	46
2.04	Swing Line Loans	55
2.05	Prepayments	58
2.06	Termination or Reduction of Commitments	60
2.07	Repayment of Loans	60
2.08	Interest and Default Rate	61
2.09	Fees	62
2.10	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	62
2.11	Evidence of Debt	63
2.12	Payments Generally; Administrative Agent’s Clawback	63
2.13	Sharing of Payments by Lenders	66
2.14	Designated Borrowers; Joint and Several Obligations	66
2.15	Incremental Increases	68
2.16	Cash Collateral	70
2.17	Defaulting Lenders	71
2.18	Designated Lenders	74


			-i-


	TABLE OF CONTENTS (continued)	Page

ARTICLE III.	TAXES, YIELD PROTECTION AND ILLEGALITY	74
3.01	Taxes	74
3.02	Illegality	79
3.03	Inability to Determine Rates	81
3.04	Increased Costs	84
3.05	Compensation for Losses	85
3.06	Mitigation Obligations; Replacement of Lenders	86
3.07	Survival	86
ARTICLE IV.	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	86
4.01	Conditions of Initial Credit Extension	86
4.02	Conditions to all Credit Extensions	88
ARTICLE V.	REPRESENTATIONS AND WARRANTIES	89
5.01	Existence, Qualification and Power	89
5.02	Authorization; No Contravention	89
5.03	Governmental Authorization; Other Consents	90
5.04	Binding Effect	90
5.05	Financial Statements; No Material Adverse Effect	90
5.06	Litigation	90
5.07	No Default	91
5.08	Ownership of Property; Liens	91
5.09	Environmental Compliance	91
5.10	Insurance	91
5.11	Taxes	91
5.12	ERISA/Employee Benefit Plan Compliance	91
5.13	Subsidiaries; Equity Interests; Loan Parties	93
5.14	Margin Regulations; Investment Company Act	93
5.15	Disclosure	93
5.16	Compliance with Laws	93
5.17	Intellectual Property; Licenses, Etc	93
5.18	[Reserved]	94
5.19	Solvency	94
5.20	Casualty, Etc	94
5.21	Material Contracts	94
5.22	[Reserved]	94
5.23	Representations as to Foreign Obligors	94


			-ii-


	TABLE OF CONTENTS (continued)	Page

5.24	Sanctions Concerns and Anti-Corruption Laws	95
5.25	EEA Financial Institutions	95
5.26	Borrower ERISA Status	95
5.27	Beneficial Ownership	95
5.28	Covered Entity	95
ARTICLE VI.	AFFIRMATIVE COVENANTS	96
6.01	Financial Statements	96
6.02	Certificates; Other Information	97
6.03	Notices	98
6.04	Payment of Obligations	99
6.05	Preservation of Existence, Etc	99
6.06	Maintenance of Properties	100
6.07	Maintenance of Insurance	100
6.08	Compliance with Laws	100
6.09	Books and Records	100
6.10	Inspection Rights	100
6.11	Use of Proceeds	100
6.12	Covenant to Guarantee Obligations	100
6.13	Compliance with Environmental Laws	101
6.14	Preparation of Environmental Reports	101
6.15	Further Assurances	101
6.16	Compliance with Terms of Leaseholds	102
6.17	Material Contracts	102
6.18	Approvals and Authorizations	102
6.19	Maintenance of Assets with Opinion Loan Parties	102
6.20	Trademark Licenses	102
6.21	Anti-Corruption Laws	102
6.22	Approvals and Authorizations	102
6.23	Pari Passu Ranking	103
ARTICLE VII.	NEGATIVE COVENANTS	103
7.01	Liens	103
7.02	Investments	104
7.03	Indebtedness	106
7.04	Fundamental Changes	108
7.05	Dispositions	109


			-iii-


	TABLE OF CONTENTS (continued)	Page

7.06	Restricted Payments	110
7.07	Change in Nature of Business	111
7.08	Transactions with Affiliates	111
7.09	Burdensome Agreements	111
7.10	Use of Proceeds	111
7.11	Financial Covenants	112
7.12	Amendments of Organization Documents	112
7.13	Accounting Changes	112
7.14	Prepayments, Etc	112
7.15	Amendment, Etc	112
7.16	Holding Company	112
7.17	Sanctions	112
7.18	Anti-Corruption Laws	113
ARTICLE VIII.	EVENTS OF DEFAULT AND REMEDIES	113
8.01	Events of Default	113
8.02	Remedies Upon Event of Default	115
8.03	Application of Funds	116
ARTICLE IX.	ADMINISTRATIVE AGENT	117
9.01	Appointment and Authority	117
9.02	Rights as a Lender	117
9.03	Exculpatory Provisions	118
9.04	Reliance by Administrative Agent	118
9.05	Delegation of Duties	119
9.06	Resignation or Removal of Administrative Agent	119
9.07	Non-Reliance on Administrative Agent and Other Lenders	120
9.08	No Other Duties, Etc	121
9.09	Administrative Agent May File Proofs of Claim	121
9.10	Guaranty Matters	121
9.11	Guaranteed Hedge Agreements and Guaranteed Cash Management Agreements	122
9.12	Certain ERISA Matters	122
9.13	Recovery of Erroneous Payments	123


			-iv-


	TABLE OF CONTENTS (continued)	Page

ARTICLE X.	MISCELLANEOUS	124
10.01	Amendments, Etc	124
10.02	Notices; Effectiveness; Electronic Communication	126
10.03	No Waiver; Cumulative Remedies; Enforcement	128
10.04	Expenses; Indemnity; Damage Waiver	129
10.05	Payments Set Aside	130
10.06	Successors and Assigns	131
10.07	Treatment of Certain Information; Confidentiality	136
10.08	Right of Setoff	137
10.09	Interest Rate Limitation	137
10.10	Counterparts; Integration; Effectiveness	138
10.11	Survival of Representations and Warranties	138
10.12	Severability	138
10.13	Replacement of Lenders	138
10.14	Governing Law; Jurisdiction; Etc	139
10.15	Waiver of Jury Trial	140
10.16	No Advisory or Fiduciary Responsibility	141
10.17	Electronic Execution of Assignments and Certain Other Documents	141
10.18	USA PATRIOT Act Notice	142
10.19	Judgment Currency	142
10.20	Keepwell	142
10.21	Acknowledgment and Consent to Bail-In of EEA Financial Institutions	143
10.22	Acknowledgement Regarding Any Supported QFCs	143


			-v-


SCHEDULES


1.01			Existing Letters of Credit
2.01			Commitments and Applicable Percentages
5.13			Subsidiaries; Other Equity Investments; Loan Parties
5.17			Trademark Licenses
5.21			Material Contracts
7.01			Existing Liens
7.02			Existing Investments
7.03			Existing Indebtedness
10.02			Administrative Agent’s Office; Certain Addresses for Notices


EXHIBITS Form of

A			Loan Notice
B			Swing Line Loan Notice
C-1			Form of Revolving Note
C-2			Form of Term Note
D			Compliance Certificate
E			Assignment and Assumption
F			Subsidiary Guaranty
G			[Reserved]
H			[Reserved]
I			Designated Borrower Request and Assumption Agreement
J			Designated Borrower Notice
K-1 – 4			U.S. Tax Compliance Certificates
L			Notice of Loan Prepayment


			-vi-

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of October 1, 2019, among FRESH DEL MONTE PRODUCE INC., an exempted company duly incorporated under the laws of the Cayman Islands (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and amends and restates that certain Amended and Restated Credit Agreement dated as of April 16, 2015 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Agreement”).

The Borrowers, the lenders party thereto (the “Existing Lenders”) and Bank of America, N.A., as administrative agent, are parties to the Existing Agreement, pursuant to which the Existing Lenders originally agreed to provide the Borrowers with a revolving credit facility, including a swing line subfacility, alternative currency subfacility and a letter of credit subfacility.

The Borrowers have requested that the Existing Agreement be amended and restated in order to, among other things, extend the maturity date of the revolving credit facility, add provisions to provide for potential term loan tranches to be created under the accordion feature and make certain other amendments to the Existing Agreement (the “Restatement”), and the Lenders and the Administrative Agent are willing to do so on the terms and conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS

1.01Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“Acquisition” means the acquisition, whether through a single transaction or a series of related transactions, of (a) a controlling equity interest or other controlling ownership interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether by purchase of such equity or other ownership interest or upon the exercise of an option or warrant for, or conversion of securities into, such equity or other ownership interest, or (b) assets of another Person which constitute all or substantially all of the assets of such Person or of a division, line of business or other business unit of such Person.

“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify the Borrowing Agent and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in the form approved by the Administrative Agent.

“Affected Financial Institution” means (a) any EEA Financial Institution, or (b) any UK Financial Institution.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Aggregate Commitments” means the Commitments of all the Lenders.

“Agreed Currency” means Dollars or any Alternative Currency, as applicable.

“Agreement” means as defined in the preamble hereto.

“Alternative Currency” means each of Euro, Sterling, Yen and each other currency (other than Dollars) that is approved in accordance with Section 1.06.

“Alternative Currency Daily Rate” means, for any day, with respect to any Credit Extension:

(a) denominated in Sterling, the rate per annum equal to SONIA determined pursuant to the definition thereof plus the SONIA Adjustment; and

(c) denominated in any other Alternative Currency (to the extent such Loans denominated in such currency will bear interest at a daily rate), the daily rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the relevant Lenders pursuant to Section 1.06(a) plus the adjustment (if any) determined by the Administrative Agent and the relevant Lenders pursuant to Section 1.06(a);

provided, that, if any Alternative Currency Daily Rate shall be less than zero percent, such rate shall be deemed to be zero percent for purposes of this Agreement. Any change in an Alternative Currency Daily Rate shall be effective from and including the date of such change without further notice.

“Alternative Currency Daily Rate Loan” means a Committed Loan that bears interest at a rate based on the definition of “Alternative Currency Daily Rate.” All Alternative Currency Daily Rate Loans must be denominated in an Alternative Currency.

“Alternative Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, by reference to Bloomberg (or such other publicly available service for displaying exchange rates), to be the exchange rate for the purchase of such Alternative Currency with Dollars at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided, however, that if no such rate is available, the “Alternative Currency Equivalent” shall be determined by the Administrative Agent or the applicable L/C Issuer, as the case may be, using any reasonable method of determination it deems appropriate in its sole discretion (and such determination shall be conclusive absent manifest error).

“Alternative Currency Loan” means an Alternative Currency Daily Rate Loan or an Alternative Currency Term Rate Loan, as applicable.

“Alternative Currency L/C Sublimit” means an amount equal to $100,000,000, as such amount may be reduced from time to time in accordance with this Agreement. The Alternative Currency L/C Sublimit is part of, and not in addition to, the Aggregate Commitments.

“Alternative Currency Loan Sublimit” means an amount equal $200,000,000, as such amount may be reduced from time to time in accordance with this Agreement. The Alternative Currency Loan Sublimit is part of, and not in addition to, the Aggregate Commitments.

“Alternative Currency Term Rate” means, for any Interest Period, with respect to any Credit Extension:

(a) denominated in Euros, the rate per annum equal to the Euro Interbank Offered Rate (“EURIBOR”), as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) on the day that is two TARGET Days preceding the first day of such Interest Period with a term equivalent to such Interest Period;

(b) denominated in Japanese Yen, the rate per annum equal to the Tokyo Interbank Offer Rate (“TIBOR”), as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) on the Rate Determination Date with a term equivalent to such Interest Period;

(d) denominated in any other Alternative Currency (to the extent such Loans denominated in such currency will bear interest at a term rate), the term rate per annum as designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the relevant Lenders pursuant to Section 1.06(a) plus the adjustment (if any) determined by the Administrative Agent and the relevant Lenders pursuant to Section 1.06(a);

provided, that, if any Alternative Currency Term Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

“Alternative Currency Term Rate Loan” means a Committed Loan that bears interest at a rate based on the definition of “Alternative Currency Term Rate.” All Alternative Currency Term Rate Loans must be denominated in an Alternative Currency.

“Applicable Authority” means (a) with respect to SOFR, the SOFR Administrator or any Governmental Authority having jurisdiction over the Administrative Agent or the SOFR Administrator with respect to its publication of SOFR, in each case acting in such capacity and (b) with respect to any Alternative Currency, the applicable administrator for the Relevant Rate for such Alternative Currency or any Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of the applicable Relevant Rate, in each case acting in such capacity.

“Applicable Law” means, as to any Person, all applicable Laws binding upon such Person or to which such a Person is subject.

“Applicable Percentage” means (a) in respect of the Term Facility, with respect to any Term Lender at any time, the percentage (carried out to the ninth decimal place) of the Term Facility represented by (i) on or prior to the Closing Date, such Term Lender’s Term Commitment at such time and (ii) thereafter, the outstanding principal amount of such Term Lender’s Term Loans at such time, and (b) in respect of the Revolving Facility, with respect to any Revolving Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Facility represented by such Revolving Lender’s Revolving Commitment at such time, subject to adjustment as provided in Section 2.15. If the Commitment of all of the Revolving Lenders to make Revolving Loans and the obligation of the L/C Issuers to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Revolving Commitments have expired, then the Applicable Percentage of each Revolving Lender in respect of the Revolving Facility shall be determined based on the Applicable Percentage of such Revolving Lender in respect of the Revolving Facility most recently in effect, giving effect to any subsequent assignments and to any Lender’s status as a Defaulting Lender at the time of determination. The Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto or in any documentation executed by such Lender pursuant to Section 2.17, as applicable.

“Applicable Rate” means, for any day, the rate per annum set forth below opposite the applicable Level then in effect (based on the Consolidated Leverage Ratio), it being understood that the Applicable Rate for (a) Base Rate Loans shall be the percentage set forth under the column “Base Rate”, (b) Term SOFR Loans and Alternative Currency Loans shall be the percentage set forth under the column “Term SOFR Loans, Alternative Currency Loans & Letter of Credit Fee”, (c) the Letter of Credit Fee shall be the percentage set forth under the column “Term SOFR Loans, Alternative Currency Loans & Letter of Credit Fee”, and (d) the Commitment Fee shall be the percentage set forth under the column “Commitment Fee”:


Level	Consolidated Leverage Ratio	Term SOFR Loans, Alternative Currency Loans & Letter of Credit Fee	Base Rate Loans	Commitment Fee

1	<1.25:1.00	1.000%	0.000%	0.150%
2	> 1.25:1.00 but < 2.00:1.00	1.125%	0.125%	0.150%
3	> 2.00:1.00 but < 2.50:1.00	1.250%	0.250%	0.150%
4	≥ to 2.50:1.00 but < 3.00:1.00	1.375%	0.375%	0.175%
5	≥ 3.00	1.500%	0.500%	0.200%

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate is not delivered when due in accordance with Section 6.02(b), then, upon the request of the Required Lenders, Pricing Level 5 shall apply, in each case as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the first Business Day following the date on which such Compliance Certificate is delivered.

Notwithstanding anything to the contrary contained in this definition, (i) the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b) and (ii) the initial Applicable Rate shall be set forth in Level 5 until the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b) for the fiscal quarter period ending October 1, 2019 to the Administrative Agent. Any adjustment in the Applicable Rate shall be applicable to all Credit Extensions then existing or subsequently made or issued.

The Applicable Rate set forth above shall be increased as, and to the extent, required by Section 2.10.

“Applicable Revolving Percentage” means with respect to any Revolving Lender at any time, such Revolving Lender’s Applicable Percentage in respect of the Revolving Facility at such time.

“Applicable Time” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

“Applicant Borrower” has the meaning specified in Section 2.14.

“Appropriate Lender” means, at any time, (a) with respect to any Facility, a Lender that has a Commitment with respect to such Facility or holds a Loan under such Facility at such time, (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuers and (ii) if any Letters of Credit have been issued pursuant to Section 2.03, the Revolving Lenders and (c) with respect to the Swing Line Sublimit, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Lenders.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arranger” means BofA Securities, Inc., in its capacity as sole lead arranger and sole bookrunner.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form approved by the Administrative Agent.

“Attributable Indebtedness” means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

“Audited Financial Statements” means the audited consolidated balance sheet of the Company and its Subsidiaries for the fiscal year ended December 27, 2018, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Company and its Subsidiaries, including the notes thereto.

“Availability Period” means in respect of the Revolving Facility, the period from and including the Closing Date to the earliest of (i) the Maturity Date for the Revolving Facility, (ii) the date of termination of the Revolving Commitments pursuant to Section 2.06, and (iii) the date of termination of the Commitment of each Revolving Lender to make Revolving Loans and of the obligation of the L/C Issuers to make L/C Credit Extensions pursuant to Section 8.02.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank of America” means Bank of America, N.A. and its successors.

“Base Rate” means, for any day, (a) in all cases other than those set forth in clause (b), a fluctuating rate per annum equal to the highest of (i) the Federal Funds Rate plus 1/2 of 1%, (ii) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,”, (iii) Term SOFR plus 1.00% and (iv) 1.00% and (b) in the case of any Swing Line Loan or any Base Rate Loan made to refinance a Swing Line Loan pursuant to Section 2.04(c)(i) (but subject to the proviso at the end of Section 2.08(a)), a positive fluctuating rate per annum equal to the highest of the rates set forth in the foregoing clauses (i) through (iii) minus 1.00%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 hereof, then the Base Rate shall be the greater of clauses (a)(i), (ii) and (iv) above and shall be determined without reference to clause (a)(iii) above.

“Base Rate Loan” means a Revolving Loan or a Term Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Borrower” and “Borrowers” each has the meaning specified in the introductory paragraph hereto.

“Borrower DTTP Filing” means an HM Revenue & Customs’ Form DTTP2 duly completed and filed by the relevant Borrower, which:

(a)where it relates to a Treaty Lender that is a Lender on the Closing Date, contains the scheme reference number and jurisdiction of tax residence stated opposite that Lender’s name in its Administrative Questionnaire, and

(A)in the case of a Borrower, is filed with HM Revenue and Customs within 30 days of the date of this Agreement; or

(B)where the Borrower is an Applicant Borrower, is filed with HM Revenue & Customs within 30 days of the date on which that Borrower becomes an Applicant Borrower; or

(b)where it relates to a Person that becomes a Lender after the Closing Date and that is a Treaty Lender, contains the scheme reference number and jurisdiction of tax residence in respect of that Lender, and

(A)(where the Borrower is a Borrower as at the relevant transfer date, is filed with HM Revenue & Customs within 30 days of that transfer date; or

(B)where the Borrower is not a Borrower as at the relevant transfer date, is filed with HM Revenue & Customs within 30 days of the date on which that Borrower becomes an Applicant Borrower.

“Borrower Materials” has the meaning specified in Section 6.02.

“Borrowing” means a Revolving Borrowing, a Swing Line Borrowing or a Term Borrowing, as the context may require.

“Borrowing Agent” means Del Monte Fresh Produce Company, in its capacity as borrowing agent hereunder, or any successor borrowing agent hereunder; provided that (a) any borrowing agent hereunder shall be a Loan Party that is a Domestic Subsidiary and (b) Del Monte Fresh Produce Company shall continue to serve as borrowing agent hereunder until such time as a successor assumes the responsibilities of, and is appointed by the Company and the Designated Borrowers as, borrowing agent hereunder pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located; provided that:

(a) if such day relates to any interest rate settings as to an Alternative Currency Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Alternative Currency Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Alternative Currency Loan, means a Business Day that is also a TARGET Day;

(b) if such day relates to any interest rate settings as to an Alternative Currency Loan denominated in (i) Sterling, means a day other than a day banks are closed for general business in

London because such day is a Saturday, Sunday or a legal holiday under the laws of the United Kingdom and (ii) Japanese Yen, means a day other than when banks are closed for general business in Japan;

(c) if such day relates to any interest rate settings as to an Alternative Currency Loan denominated in a currency other than, Euro, Sterling, or Japanese Yen, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the applicable offshore interbank market for such currency; and

(d) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Euro in respect of an Alternative Currency Loan denominated in a currency other than Euro, or any other dealings in any currency other than Euro to be carried out pursuant to this Agreement in respect of any such Alternative Currency Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuers or the Swing Line Lender (as applicable) or the Revolving Lenders, as collateral for L/C Obligations, Obligations in respect of Swing Line Loans, or obligations of Revolving Lenders to fund participations in respect of either thereof (as the context may require), (a) cash or deposit account balances, (b) backstop letters of credit entered into on terms, and from issuers reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers, and/or (c) if the Administrative Agent and the applicable L/C Issuers or the Swing Line Lender shall agree, in their sole discretion, other credit support, in each case, in Dollars and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and such L/C Issuer or the Swing Line Lender (as applicable). or, if the L/C Issuer or Swing Line Lender benefitting from such collateral shall agree in its sole discretion. “Cash Collateral” or “Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalent” means, for any Person, any of the following, to the extent owned by such Person free and clear of all Liens (other than Liens permitted under Section 7.01): (a) readily marketable direct obligations of the United States or any agency or instrumentality thereof or obligations unconditionally guaranteed by the full faith and credit of the United States, (b) readily marketable direct obligations denominated in Dollars of any other sovereign government or any agency or instrumentality thereof which are unconditionally guaranteed by the full faith and credit of such government and which have a rating equivalent to at least “Prime-1” (or the then equivalent grade) by Moody’s or “A-1” (or the then equivalent grade) by S&P, (c) insured certificates of deposit of or time deposits with (i) any commercial bank that issues (or the parent of which issues) commercial paper rated as described in clause (d) below, is organized under the laws of the United States or any State thereof or is a foreign bank or branch or agency thereof acceptable to the Administrative Agent and, in any case, has combined capital and surplus of at least an amount equal to $1,000,000,000 or (ii) any Lender or any branch or agency of a Lender, (d) commercial paper issued by any corporation organized under the laws of any State of the United States or any commercial bank organized under the laws of the United States or any State thereof or any foreign bank, each of which shall have a consolidated net worth of at least an amount equal to $250,000,000 and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or “A-1” (or the then equivalent grade) by S&P or (e) a mutual fund invested solely in assets that constitute “Cash Equivalents” of the types described in clauses (a) through (d) of this definition; provided, however, that the maturities of all obligations of the type described in clause (b) or (c) shall not exceed one year from the date of acquisition thereof.

“Cash Management Agreement” means any agreement to provide treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

“Cash Management Bank” means any Person that, (a) at the time it enters into a Cash Management Agreement with the Company or any Subsidiary, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a Cash Management Agreement with the Company or any Subsidiary, in each case in its capacity as a party to such Cash Management Agreement (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender); provided, however, that for any of the foregoing to be included as a “Guaranteed Cash Management Agreement” on any date of determination by the Administrative Agent, the applicable Cash Management Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Guaranteed Party Designation Notice to the Administrative Agent prior to such date of determination.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Law, rule, regulation or treaty, (b) any change in any Law, rule regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, (y) all requests, rules, guidelines or directives issued under any Governmental Authority in connection with a Lender’s submission or re-submission of a capital plan under 12 Code of Federal Regulations 225.8 or a Governmental Authority’s assessment thereof, and (z) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.

“Change of Control” means an event or series of events by which:

(a)any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of more than 45% of the equity securities of the Company entitled to vote for members of the board of directors or other equivalent governing body of the Company on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); provided that this clause (a) shall not apply to any member of the Existing Shareholder Group; or

(b)“change of control” (or similar defined term) under or as defined in any document governing Indebtedness incurred pursuant to Section 7.03(i) occurs.

“Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.

“CME” means CME Group Benchmark Administration Limited.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commitment” means a Term Commitment or a Revolving Commitment, as the context may require.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Company” has the meaning specified in the introductory paragraph hereto.

“Company Guaranty” means the Second Amended and Restated Company Guaranty dated as of the date hereof made by the Company in favor of the Administrative Agent for the benefit of the Guaranteed Parties.

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Conforming Changes” means, with respect to the use, administration of or any conventions associated with SOFR, SONIA, EURIBOR, TIBOR or any proposed Successor Rate for an Agreed Currency, as applicable, any conforming changes to the definitions of “Base Rate”, “SOFR”, “Term SOFR”, “SONIA”, “EURIBOR”, “TIBOR” and “Interest Period”, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitions of “Business Day” and “U.S. Government Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice for such Agreed Currency (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such rate for such Agreed Currency exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement and any other Loan Document).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated EBITDA” means, for any period, for the Company and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Net Interest Charges for such period, (ii) the provision for Federal, state, local and foreign income taxes payable by the Company and its Subsidiaries for such period, (iii) depreciation and amortization expense, (v) non-cash compensation expense and (v) other non-recurring expenses of the Company and its Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period and minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) Federal, state, local and foreign income tax credits of the Company and its Subsidiaries for such period and (ii) all non-cash items increasing Consolidated Net Income for such period.

“Consolidated Funded Indebtedness” means, as of any date of determination, for the Company and its Subsidiaries on a consolidated basis, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements, ship mortgages or other similar instruments, (b) all purchase money Indebtedness, (c) all direct obligations arising under standby letters of credit (excluding standby letters of credit issued for workers’ compensation liabilities or liabilities under similar legislation or to secure public or statutory obligations), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (d) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), (e) Attributable Indebtedness in respect of capital leases and Synthetic Lease Obligations, (f) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (e) above of Persons other than the Company or any Subsidiary, and (g) all Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Company or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Company or such Subsidiary. For the avoidance of doubt, Consolidated Funded Indebtedness shall not include net obligations of any Person under any Swap Contract.

“Consolidated Interest Coverage Ratio” means, as of any date of determination, subject to Section 1.10, the ratio of (a) Consolidated EBITDA for the most recently completed Measurement Period (including the Measurement Period completed on such date of determination) to (b) Consolidated Net Interest Charges for such period; provided that for purposes of Section 7.02(j), (k) and (l) and Section 7.03(i), the Consolidated Interest Coverage Ratio shall be calculated using Consolidated EBITDA for the most recently completed Measurement Period for which financial statements are available.

“Consolidated Interest Income” means, for any period, the sum of all amounts that would be included, for purposes of determining Consolidated Net Income, as income of the Company and its Subsidiaries for such period in respect of interest payments by third parties to the Company and its Subsidiaries.

“Consolidated Leverage Ratio” means, as of any date of determination, subject to Section 1.10, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the most recently completed Measurement Period (including the Measurement Period completed on such date of determination); provided that for purposes of Section 7.02(j), (k) and (l), Section 7.03(i) and Section 7.06(d) and (e), the Consolidated Leverage Ratio shall be calculated using Consolidated EBITDA for the most recently completed Measurement Period for which financial statements are available.

“Consolidated Net Income” means, for any period, for the Company and its Subsidiaries on a consolidated basis, the net income of the Company and its Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period.

“Consolidated Net Interest Charges” means, for any period, for the Company and its Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses of the Company and its Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, and (b) the portion of rent expense of the Company and its Subsidiaries with respect to such period under capital leases that is treated as interest in accordance with GAAP minus Consolidated Interest Income for such period.

“Consolidated Tangible Assets” means, as of any date of determination, Consolidated Total Assets as of such date minus the Intangible Assets on the consolidated balance sheet of the Company and its Subsidiaries most recently delivered to the Administrative Agent pursuant to Section 6.01(a) or (b).

“Consolidated Total Assets” means, as of any date of determination, the amount which in accordance with GAAP is set forth under the caption “Total Assets” (or any like caption) on the consolidated balance sheet of the Company and its Subsidiaries most recently delivered to the Administrative Agent pursuant to Section 6.01(a) or (b).

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlled” has meanings correlative thereto.

“Covered Entity” means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Daily Simple SOFR” with respect to any applicable determination date mean the SOFR published on such date on the Federal Reserve Bank of New York’s website (or any successor source).

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means (a) with respect to any Obligation for which a rate is specified, a rate per annum equal to two percent (2%) in excess of the rate otherwise applicable thereto and (b) with respect to any Obligation for which a rate is not specified or available, a rate per annum equal to the Base Rate plus the Applicable Rate for Base Rate Loans plus two percent (2%), in each case, to the fullest extent permitted by Applicable Law.

“Defaulting Lender” means, subject to Section 2.17(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrowing Agent in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two

Business Days of the date when due, (b) has notified the Borrowing Agent, the Administrative Agent, the L/C Issuers or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrowing Agent, to confirm in writing to the Administrative Agent and the Borrowing Agent that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrowing Agent), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.17(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrowing Agent, the L/C Issuers, the Swing Line Lender and each other Lender promptly following such determination.

“Del Monte Europe” means Del Monte Europe Ltd., a limited company organized under the laws of the United Kingdom.

“Del Monte Fresh Produce Company” means Del Monte Fresh Produce Company, a Delaware corporation.

“Designated Borrower” has the meaning specified in the introductory paragraph hereto.

“Designated Borrower Notice” has the meaning specified in Section 2.14.

“Designated Borrower Request and Assumption Agreement” has the meaning specified in Section 2.14.

“Designated Lender” shall have the meaning set forth in Section 2.18.

“Designated Jurisdiction” means any country, region or territory to the extent that such country, region or territory itself is the subject of any Sanction.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and

claims associated therewith, but excluding: (a) dispositions of cash and Cash Equivalents in the ordinary course of business; (b) dispositions of obsolete, aged or worn out or surplus property, whether now owned or hereafter acquired, in the ordinary course of business including the abandonment or other disposition of intellectual property, in each case, which, in the reasonable judgment of the Borrower Representative, is no longer economically practicable to maintain or useful in the conduct of the business of Borrowers and Subsidiaries, taken as a whole; (c) dispositions of inventory or other assets, including the non-exclusive license (as licensor or sublicensor) of intellectual property, in each case, in the ordinary course of business; (d) the sale or discount, in each case without recourse and in the ordinary course of business, by any Borrower or its Subsidiaries of accounts receivable or notes receivable arising in the ordinary course of business, but only (i) in connection with the compromise or collection thereof or in connection with the bankruptcy or reorganization of the applicable account debtors and dispositions of any securities received in any such bankruptcy or reorganization or (ii) of defaulted or at least one hundred twenty (120) days past-due receivables and similar obligations in the ordinary course of business and not as part of an accounts receivable financing transaction; (e) Dispositions permitted by Section 7.04; (f) Dispositions of property that would constitute a Restricted Payment permitted under Section 7.06 or an Investment permitted under Section 7.02; or (g) Leases or subleases (as lessee or sublessee) or licenses or sublicenses (as licensee or sublicense) of real or personal property in the ordinary course of business.

“Dividing Person” has the meaning assigned to it in the definition of “Division.”

“Division” means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.

“Dollar” and “$” mean lawful money of the United States.

“Dollar Equivalent” means, for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount, (b) if such amount is expressed in an Alternative Currency, the equivalent of such amount in Dollars determined by using the rate of exchange for the purchase of Dollars with the Alternative Currency last provided (either by publication or otherwise provided to the Administrative Agent or the applicable L/C Issuer, as applicable) by the applicable Bloomberg source (or such other publicly available source for displaying exchange rates) on date that is two (2) Business Days immediately preceding the date of determination (or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in Dollars as determined by the Administrative Agent or the applicable L/C Issuer, as applicable using any method of determination it deems appropriate in its sole discretion) and (c) if such amount is denominated in any other currency, the equivalent of such amount in Dollars as determined by the Administrative Agent or the applicable L/C Issuer, as applicable, using any method of determination it deems appropriate in its sole discretion. Any determination by the Administrative Agent or the applicable L/C Issuer pursuant to clauses (b) or (c) above shall be conclusive absent manifest error.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of

an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Electronic Copy” shall have the meaning specified in Section 10.17.

“Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Sections 10.06(b)(iii) and (v) subject to such consents, if any, as may be required under Section 10.06(b)(iii)).

“Eligible Currency” means any lawful currency other than Dollars that is readily available, freely transferable and convertible into Dollars in the international interbank market available to the Lenders in such market and as to which a Dollar Equivalent may be readily calculated. If, after the designation by the Lenders of any currency as an Alternative Currency, any change in currency controls or exchange regulations or any change in the national or international financial, political or economic conditions are imposed in the country in which such currency is issued, result in, in the reasonable opinion of the Required Revolving Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuers (in the case of any Letter of Credit to be denominated in an Alternative Currency), (a) such currency no longer being readily available, freely transferable and convertible into Dollars, (b) a Dollar Equivalent is no longer readily calculable with respect to such currency, (c) providing such currency is impracticable for the Lenders or (d) no longer a currency in which the Required Revolving Lenders are willing to make such Credit Extensions (each of clauses (a), (b), (c), and (d) a “Disqualifying Event”), then the Administrative Agent shall promptly notify the Lenders and the Borrowing Agent, and such country’s currency shall no longer be an Alternative Currency until such time as the Disqualifying Event(s) no longer exist. Within five (5) Business Days after receipt of such notice from the Administrative Agent, the Borrowers shall repay all Loans in such currency to which the Disqualifying Event applies or convert such Loans into the Dollar Equivalent of Loans in Dollars, subject to the other terms contained herein.

“EMU” means the economic and monetary union in accordance with the Treaty of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998.

“EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“Environmental Action” means any action, suit, demand, claim, notice of non-compliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement arising under any Environmental Law or any Environmental Permit or arising from alleged injury or threat to health, safety or the ambient air, surface water, drinking water, groundwater, land surface, subsurface strata, river sediment, plant or animal life, and other natural resources that is

commenced by any Governmental Authority for enforcement, cleanup, removal, response, remedial or other actions or damages or by any third party for damages.

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Company, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Company within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Company or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Company or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or

Sections 303, 304 and 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Company or any ERISA Affiliate or (i) a failure by the Company or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or the failure by the Company or any ERISA Affiliate to make any required contribution to a Multiemployer Plan.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Euro” and “EUR” mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

“Event of Default” has the meaning specified in Section 8.01.

“Excluded Swap Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Party of, or the grant by such Loan Party of a Lien to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 10.20, Section 28 of the Subsidiary Guaranty Agreement and any other “keepwell, support or other agreement” for the benefit of such Loan Party and any and all guarantees of such Loan Party’s Swap Obligations by other Loan Parties) at the time the Guarantee of such Loan Party, or a grant by such Loan Party of a Lien, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes excluded in accordance with the first sentence of this definition.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Company under Section 10.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(b) or (d), amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(f) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA. Notwithstanding anything to the contrary contained in this definition, “Excluded Taxes” shall not include any withholding tax imposed at any time on payments made by or on behalf of a Foreign Obligor to any Lender hereunder or under any other Loan Document, provided that such Lender shall have complied with Section 3.01(e)(i).

“Existing Letters of Credit” means those letters of credit described on Schedule 1.01B.

“Existing Shareholder Group” means any of (a) Sumaya Abu-Ghazaleh, the estate of Sumaya Abu-Ghazaleh, any spouse or lineal descendant of Sumaya Abu-Ghazaleh, any spouse of any such lineal descendant or any Family Trust established by any of the foregoing persons (the “Abu-Ghazaleh Family”) and (b) any corporation, partnership or other entity of which at least 80% of the Equity Interests therein are owned by one or more members of the Abu-Ghazaleh Family.

“Extraordinary Receipt” means any cash received by or paid to or for the account of any Person not in the ordinary course of business, including tax refunds, pension plan reversions, proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings and proceeds of Involuntary Dispositions), indemnity payments and any purchase price adjustments; provided, however, that an Extraordinary Receipt shall not include (a) cash receipts from proceeds of insurance or indemnity payments to the extent that such proceeds, awards or payments are received by any Person to the extent that the amounts so received are applied to pay (or to reimburse such Person for its prior payment of) the cost of remedying the condition giving rise to such claim for indemnification, (b) working capital adjustments arising in connection with any Acquisition, (c) any single or related series of amounts received in an aggregate amount of less than $500,000 and (d) any Indebtedness permitted by Section 7.03.

“Facility” means the Term Facility or the Revolving Facility, as the context may require.

“Facility Termination Date” means the date as of which all of the following shall have occurred: (a) the Aggregate Commitments have terminated, (b) all Obligations have been paid in full (other than (x) contingent indemnification obligations and (y) obligations and liabilities under Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank have been made), and (c) all Letters of Credit have terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto satisfactory to the Administrative Agent and the applicable L/C Issuer shall have been made).

“Family Trust” means, in respect of any individual, any trust for the exclusive benefit of such individual, his/her spouse and lineal descendants, so long as such individual has the exclusive right to control such trust.

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“Federal Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate provided that if the Federal Funds Rate as so determined would be less than zero percent, such rate shall be deemed to be zero percent for the purposes of this Agreement.

“Fee Letter” means the letter agreement, dated September 4, 2019 among the Company, Bank of America and the Arranger, as amended from time to time.

“Financial Covenants” means the financial covenants contained in Section 7.11.

“Foreign Government Scheme or Arrangement” has the meaning specified in Section 5.12(d).

“Foreign Lender” means (a) with respect to any Borrower that is a U.S. Person, a Lender that is not a U.S. Person, and (b) with respect to any Borrower that is not a U.S. Person, a Lender that is a resident or organized under the laws of a jurisdiction other than that in which such Borrower is a resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Plan” has the meaning specified in Section 5.12(d).

“Foreign Obligor” means (a) the Company and (b) any other Loan Party that is a Foreign Subsidiary.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fresh N.A.” means Del Monte Fresh Produce N.A., Inc., a Florida corporation.

“Fronting Exposure” means, at any time there is a Defaulting Lender that is a Revolving Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders in accordance with the terms hereof.

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee” means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guaranteed Cash Management Agreement” means any Cash Management Agreement that is entered into by and between the Company or any Subsidiary and any Cash Management Bank.

“Guaranteed Hedge Agreement” means any Swap Contract permitted under Article VII that is entered into by and between the Company or any Subsidiary and any Hedge Bank.

“Guaranteed Obligations” means (a) all Obligations, (b) all obligations of the Company or any Subsidiary arising under Guaranteed Hedge Agreements and Guaranteed Cash Management Agreements and (c) all costs and expenses incurred in connection with enforcement and collection of the foregoing against the Company or any Subsidiary, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Company or any Subsidiary or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided that the “Guaranteed Obligations” of a Loan Party shall exclude any Excluded Swap Obligations with respect to such Loan Party.

“Guaranteed Parties” means, collectively, the Administrative Agent, the Lenders, the L/C Issuers, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05.

“Guaranteed Party Designation Notice” means a notice from any Lender or an Affiliate of a Lender in a form reasonably satisfactory to the Administrative Agent.

“Guaranties” means the Company Guaranty and the Subsidiary Guaranties.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or

asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hedge Bank” means any Person that, (a) at the time it enters into a Swap Contract not prohibited under Article VII, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a Swap Contract not prohibited under Article VII, in each case, in its capacity as a party to such Swap Contract.

“IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements delivered under or referred to herein.

“Incremental Facilities Limit” means, with respect to any proposed incurrence of additional Indebtedness under Section 2.15, an amount equal to the sum of (a) the amount of additional Indebtedness that would cause the Consolidated Leverage Ratio for the period of four consecutive fiscal quarters of the Company most recently ended for which financial statements are available prior to the incurrence of such additional Indebtedness, calculated on a pro forma basis pursuant to Section 1.10 after giving effect to the incurrence of such additional Indebtedness and any transaction to be consummated using the proceeds of such additional Indebtedness and assuming that all commitments in respect of any proposed Incremental Increase are fully drawn at such time, not to exceed 2.50 to 1.00 plus (b) $300,000,000 less the total aggregate initial principal amount (as of the date of incurrence thereof) of all Incremental Increases previously incurred under this clause (b). Unless the Borrowing Agent otherwise notifies the Administrative Agent, if all or any portion of any Incremental Increases would be permitted under clause (a) above on the applicable date of incurrence, such Incremental Increases (or the relevant portion thereof) shall be deemed to have been incurred in reliance on clause (a) above prior to the utilization of any amount available under clause (b) above (it being understood that any Incremental Increase incurred in reliance on clause (b) above will not be included in the pro forma calculation of the Consolidated Leverage Ratio in respect of any Incremental Increase incurred substantially contemporaneously under clause (a) above).

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(c)net obligations of such Person under any Swap Contract;

(d)all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and, in each case, not past due for more than 30 days after the date on which such trade account payable was originally due);

(e)indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f)capital leases and Synthetic Lease Obligations;

(g)all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

(h)all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitees” has the meaning specified in Section 10.04(b).

“Information” has the meaning specified in Section 10.07.

“Intangible Assets” means assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs.

“Interest Payment Date” means, (a) as to any Term SOFR Loan or any Alternative Currency Term Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest Period for such a Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan) or any Alternative Currency Daily Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date for the Facility under which such Loan was made.

“Interest Period” means, as to each Term SOFR Loan or Alternative Currency Term Rate Loan, the period commencing on the date such Alternative Currency Term Rate Loan is disbursed or converted to or continued as a Term SOFR Loan or Alternative Currency Term Rate Loan, as applicable, and ending on the date one, three or six months thereafter, as selected by the Borrowing Agent in its Loan Notice, or such other period that is one month or less requested by the Borrowing Agent (provided that the Borrowing Agent shall not make more than four such requests in any fiscal year) and consented to by all the Appropriate Lenders; provided that:

(i)any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii)any Interest Period pertaining to a Term SOFR Loan or an Alternative Currency Term Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iii)no Interest Period shall extend beyond the Maturity Date.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“Involuntary Disposition” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan Party or any Subsidiary.

“IP Rights” has the meaning specified in Section 5.17.

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by an L/C Issuer and the Company (or any Subsidiary) or in favor of such L/C Issuer and relating to such Letter of Credit.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” means, with respect to each Revolving Lender, such Revolving Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Revolving Percentage. All L/C Advances shall be denominated in Dollars.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Borrowing. All L/C Borrowings shall be denominated in Dollars.

“L/C Commitment” means, with respect to each L/C Issuer, the commitment of such L/C Issuer to issue Letters of Credit hereunder. The initial amount of each L/C Issuer’s Letter of Credit

Commitment is set forth on Schedule 2.01, or if an L/C Issuer has entered into an Assignment and Assumption or has otherwise assumed a Letter of Credit Commitment after the Closing Date, the amount set forth for such L/C Issuer as its Letter of Credit Commitment in the Register maintained by the Administrative Agent. The Letter of Credit Commitment of an L/C Issuer may be modified from time to time by agreement between such L/C Issuer and the Borrower, and notified to the Administrative Agent.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Issuer” means, individually or collectively as the context may indicate, (a) Bank of America in its capacity as an issuer of Letters of Credit hereunder or any successor to Bank of America in its capacity as an issuer of Letters of Credit hereunder, and (b) any other Lender selected by the Company and approved by the Administrative Agent that consents to its appointment by the Company as an issuer of Letters of Credit hereunder, in its capacity as an issuer of Letters of Credit hereunder, or any successor to such Lender in its capacity as an issuer of Letters of Credit hereunder; provided that at no time shall there be more than three L/C Issuers. For the avoidance of doubt, each L/C Issuer’s obligation hereunder shall be several and not joint with any other L/C Issuer.

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. For all purposes of this Agreement, if on any date of determination, a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Lender” has the meaning specified in the introductory paragraph hereto and, unless the context requires otherwise, includes the Swing Line Lender.

“Lending Office” means, as to any Lender, the office or offices of such Lender (or, additionally in the case of a Designated Borrower that is a Foreign Subsidiary, a branch or an Affiliate of such Lender) described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrowing Agent and the Administrative Agent; provided that the taking of any such actions by a branch or an Affiliate of such Lender shall not relieve any Lender of its obligations under this Agreement.

“Letter of Credit” means any letter of credit issued hereunder and shall include the Existing Letters of Credit. A Letter of Credit may be a commercial letter of credit or a standby letter of credit; provided, however, that any commercial letter of credit issued hereunder shall provide for payment in cash only and not pursuant to time drafts. Letters of Credit may be issued in Dollars or in an Alternative Currency.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

“Letter of Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Fee” has the meaning specified in Section 2.03(l).

“Letter of Credit Sublimit” means the aggregate of the L/C Commitments.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan” means an extension of credit by a Lender to a Borrower under Article II in the form of a Term Loan, a Revolving Loan or a Swing Line Loan.

“Loan Documents” means this Agreement, each Designated Borrower Request and Assumption Agreement, each Note, each Issuer Document, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.16 of this Agreement, the Fee Letter and the Guaranties.

“Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Term SOFR Loan or Alternative Currency Term Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent) including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“Loan Parties” means, collectively, the Borrowers and each Subsidiary Guarantor.

“Loan Party Threshold” means, as of any date of determination, the requirement that at least 70% of the Consolidated Total Assets as of the last day of the most recently ended Measurement Period are owned directly by Loan Parties (assuming, when such calculation is made in connection with the creation or acquisition of any Subsidiary or any Investment or Disposition, that such Subsidiary become a Subsidiary, or that such Investment or Disposition was made, as of such date); it being understood that for purposes of satisfying the Loan Party Threshold at any time the Loan Parties shall not be permitted to include in the sum of the Consolidated Total Assets owned by the Loan Parties any intercompany items that would be cancelled out on a consolidated balance sheet of the Company and its Subsidiaries (e.g. a promissory note evidencing a loan made to another member of the consolidated group).

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Company or the Company and its Subsidiaries taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan Document or of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

“Material Contract” means (a) any contract or other agreement, written, of the Company or any of its Subsidiaries involving monetary liability of or to any such Person in an amount in excess of an amount equal to $25,000,000 per annum, and (b) the Trademark Licenses.

“Maturity Date” means October 1, 2024.

“Measurement Period” means a period of four consecutive fiscal quarters of the Company.

“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 101% of the Fronting Exposure of all L/C Issuers with respect to Letters of Credit issued and outstanding at such time, (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.16(a)(i), (a)(ii) or (a)(iii), an amount equal to 101% of the Outstanding Amount of all L/C Obligations and (c) with respect to Cash Collateral provided pursuant to Section 2.16(a)(iv), an amount equal to 101% of the amount by which the Outstanding Amount of all L/C Obligations with respect to Letters of Credit denominated in Alternative Currencies exceeds the Alternative Currency L/C Sublimit.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including the Company or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“Negotiation Fee” has the meaning specified in Section 2.03(h).

“Net Cash Proceeds” means the aggregate cash or Cash Equivalents proceeds received by any Loan Party or any Subsidiary in respect of any Disposition, Involuntary Disposition or Extraordinary Receipt, net of (a) direct costs incurred in connection therewith (including, without limitation, legal, accounting and investment banking fees and expenses and sales and underwriting commissions), (b) taxes paid or reasonably estimated to be payable as a result thereof, (c) in the case of any Disposition or any Involuntary Disposition, the amount necessary to retire any Indebtedness secured by a lien permitted under this Agreement (ranking senior to any Lien of the Administrative Agent) on the related property, (d) any portion of such proceeds deposited in an escrow account pursuant to the documentation relating to such Disposition or Involuntary Disposition (provided that such amounts shall be treated as Net Cash Proceeds upon their release from such escrow account to the applicable Loan Party or Subsidiary) and (e) a reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to (b) above) related to any of the applicable assets and retained by the Borrowers or applicable Subsidiary, including pension and other post-employment benefit liabilities related to environmental matters) or for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of any Disposition; provided, upon release of any such reserve, the amount released shall be considered Net Cash Proceeds; it being understood that “Net Cash Proceeds” shall include, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non cash consideration received by any Loan Party or Subsidiary in any Disposition, Involuntary Disposition or Extraordinary Receipt.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders, or all Lenders or all affected Lenders in a Facility, in accordance with the terms of Section 10.01 and (b) has been approved by the Required Lenders.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Guarantor Subsidiary” means any Subsidiary that is not a Subsidiary Guarantor.

“Non-SOFR Successor Rate” has the meaning specified in Section 3.03(c).

“Note” means a Term Note or a Revolving Note, as the context may require.

“Notice of Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit L or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer.

“Obligations” means (a) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit and (b) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof pursuant to any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Opinion Loan Party” means a Loan Party as to which the Administrative Agent has received opinions of counsel and/or local counsel as required by the Administrative Agent in its reasonable discretion, addressed to the Administrative Agent and each Lender (or, in the case of certain opinions of local counsel to Foreign Subsidiaries delivered on the Closing Date, addressed to the Administrative Agent), as to the matters concerning such Loan Party and the Loan Documents to which it is a party as the Administrative Agent may reasonably request, which such opinions shall be in form and substance, including as to exceptions and qualifications, reasonably acceptable to the Administrative Agent.

“Opinion Loan Party Threshold” has the meaning specified in Section 6.19.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its

obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).

“Outstanding Amount” means (a) with respect to Term Loans, Revolving Loans and Swing Line Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any Borrowings and prepayments or repayments of Term Loans, Revolving Loans and Swing Line Loans occurring on such date; and (b) with respect to any L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrowers of Unreimbursed Amounts.

“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent, the L/C Issuers, or the Swing Line Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency, an overnight rate determined by the Administrative Agent or the L/C Issuers, as the case may be, in accordance with banking industry rules on interbank compensation.

“Participant” has the meaning specified in Section 10.06(d).

“Participating Member State” means each state so described in any EMU Legislation.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Act” means the Pension Protection Act of 2006.

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by the Company and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

“Permitted Acquisition” means any Acquisition by the Company or any Subsidiary made pursuant to Section 7.02(l).

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of the Company or any ERISA Affiliate or any such Plan to which the Company or any ERISA Affiliate is required to contribute on behalf of any of its employees.

“Platform” has the meaning specified in Section 6.02.

“Pro Forma Compliance” means, with respect to any Specified Transaction, that such Specified Transaction does not cause, create or result in a Default after giving Pro Forma Effect, based upon the results of operations for the most recent Measurement Period for which financial statements are available to (a) such Specified Transaction and (b) all other Specified Transactions which are contemplated or required to be given Pro Forma Effect hereunder that have occurred on or after the first day of the relevant Measurement Period.

“Pro Forma Effect” means, for any Specified Transaction, whether actual or proposed, for purposes of determining compliance with the Financial Covenants, each such Specified Transaction or proposed Specified Transaction shall be deemed to have occurred on and as of the first day of the relevant fiscal period, and the following pro forma adjustments shall be made:

(a)in the case of an actual or proposed Disposition, all income statement items (whether positive or negative) attributable to the line of business or the Person subject to such Disposition shall be excluded from the results of the Company and its Subsidiaries for the relevant fiscal period;

(b)in the case of an actual or proposed Acquisition, income statement items (whether positive or negative) attributable to the property, line of business or the Person subject to such Acquisition shall be included in the results of the Company and its Subsidiaries for the relevant fiscal period;

(c)interest accrued during the relevant fiscal period on, and the principal of, any Indebtedness repaid or to be repaid or refinanced in such transaction shall be excluded from the results of the Company and its Subsidiaries for such fiscal period; and

(d)any Indebtedness actually or proposed to be incurred or assumed in such Specified Transaction shall be deemed to have been incurred as of the first day of the applicable fiscal period, and interest thereon shall be deemed to have accrued from such day on such Indebtedness at the applicable rates provided therefor (and in the case of interest that does or would accrue at a formula or floating rate, at the rate in effect at the time of determination) and shall be included in the results of the Company and its Subsidiaries for such fiscal period.

“Pro Forma Cost Savings” means, with respect to any period of determination, the reduction in net costs and related adjustments that (a) were directly attributable to a Permitted Acquisition, (b) result from actions actually taken during such period, (c) prior to the pro forma date of such Permitted Acquisition, are supportable and quantifiable by the underlying accounting records of such business acquired pursuant to such Permitted Acquisition, and (d) are described in a certificate of a Responsible Officer of the Company delivered to the Administrative Agent that outlines the specific actions taken and the net cost savings achieved or to be achieved from each such action, as if all such reductions in costs had been effected as of the beginning of such period.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public Lender” has the meaning specified in Section 6.02.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning specified in Section 10.22.

“Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Rate Determination Date” means two (2) Business Days prior to the commencement of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent; provided that, to the extent such market practice is not administratively feasible for the Administrative Agent, then “Rate Determination Date” means such other day as otherwise reasonably determined by the Administrative Agent).

“Recipient” means the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.

“Register” has the meaning specified in Section 10.06(c).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“Relevant Rate” means with respect to any Credit Extension denominated in (a) Dollars, SOFR, (b) Sterling, SONIA, (c) Euros, EURIBOR, and (d) Japanese Yen, TIBOR, as applicable.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Loans, a Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that, the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender or applicable L/C Issuer, as the case may be, in making such determination.

“Required Revolving Lenders” means, at any time, Revolving Lenders having Total Revolving Exposures representing more than 50% of the Total Revolving Exposures of all Revolving Lenders. The Total Revolving Exposure of any Defaulting Lender shall be disregarded in determining Required Revolving Lenders at any time; provided that, the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Revolving Lender that is the Swing Line Lender or the applicable L/C Issuer, as the case may be, in making such determination.

“Required Term Lenders” means, at any time, Term Lenders having Total Term Credit Exposures representing more than 50% of the Total Term Credit Exposures of all Term Lenders. The Total Term Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Term Lenders at any time.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means the chief executive officer, president, chief financial officer, vice president, treasurer, assistant treasurer or controller of a Loan Party, solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. To the extent requested by the Administrative Agent, each Responsible Officer will provide an incumbency certificate and to the extent requested by the Administrative Agent, appropriate authorization documentation, in form and substance reasonably satisfactory to the Administrative Agent.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of the Company or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to the Company’s stockholders, partners or members (or the equivalent Person thereof).

“Revaluation Date” means (a) with respect to any Revolving Loan, each of the following: (i) each date of a Borrowing of an Alternative Currency Loan, (ii) with respect to an Alternative Currency Daily Rate Loan, each Interest Payment Date, (iii) each date of a continuation of an Alternative Currency Term Rate Loan pursuant to Section 2.02, and (iv) such additional dates as the Administrative Agent shall determine or the Required Revolving Lenders shall require; and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance, amendment and/or extension of a Letter of Credit denominated in an Alternative Currency, (ii) each date of any payment by the applicable L/C Issuer under any Letter of Credit denominated in an Alternative Currency, (iii) in the case of all Existing Letters of Credit denominated in Alternative Currencies, the Closing Date, and (iv) such additional dates as the Administrative Agent or the applicable L/C Issuer shall determine or the Required Revolving Lenders shall require.

“Revolving Borrowing” means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of Term SOFR Loans and Alternative Currency Term Rate Loans, having the same Interest Period made by each of the Revolving Lenders pursuant to Section 2.01(b).

“Revolving Commitment” means, as to each Revolving Lender, its obligation to (a) make Revolving Loans to the Borrowers pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Revolving Credit Exposure” means, as to any Lender at any time, the Dollar Equivalent Amount of the aggregate principal amount at such time of its outstanding Revolving Loans and such Lender’s participation in L/C Obligations and Swing Line Loans at such time.

“Revolving Facility” means, at any time, the aggregate amount of the Revolving Lenders’ Revolving Commitments at such time.

“Revolving Lender” means, at any time, (a) so long as any Revolving Commitment is in effect, any Lender that has a Revolving Commitment at such time or (b) if the Revolving Commitments have terminated or expired, any Lender that has a Revolving Loan or a participation in L/C Obligations or Swing Line Loans at such time.

“Revolving Loan” has the meaning specified in Section 2.01(b).

“Revolving Note” means a promissory note made by the Borrower in favor of a Revolving Lender evidencing Revolving Loans or Swing Line Loans, as the case may be, made by such Revolving Lender, substantially in the form of Exhibit C-1.

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., Inc., and any successor thereto.

“Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency.

“Sanction(s)” means any international economic sanction administered or enforced by the United States Government (including, without limitation, OFAC), the United Nations Security Council, the European Union or any European Union member state, His Majesty’s Treasury (“HMT”) or other relevant sanctions authority.

“Scheduled Unavailability Date” has the meaning provided in Section 3.03(c)(ii).

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“SOFR” means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator).

“SOFR Adjustment” means 0.1000% (10 basis points).

“SOFR Administrator” means the Federal Reserve Bank of New York, as the administrator of SOFR, or any successor administrator of SOFR designated by the Federal Reserve Bank of New York or other Person acting as the SOFR Administrator at such time.

“SONIA” means, with respect to any applicable determination date, the Sterling Overnight Index Average Reference Rate published on the fifth Business Day preceding such date on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time); provided however that if such determination date is not a Business Day, SONIA means such rate that applied on the first Business Day immediately prior thereto.

“SONIA Adjustment” means, with respect to SONIA, 0.1193% per annum.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Special Notice Currency” means at any time an Alternative Currency, other than the currency of a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America or Europe.

“Specified Loan Party” means any Loan Party that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 10.20 of the Credit Agreement or Section 28 of the Subsidiary Guaranty, as applicable).

“Specified Transaction” means (a) a Disposition of all of the Equity Interests of a Person or all or substantially all of a line of business, (b) an Investment made pursuant to Section 7.02(j), (k) or (l), (c) an incurrence of Indebtedness pursuant to Section 7.03(i) or (d) a Restricted Payment made pursuant to Section 7.06(d) or (e).

“Sterling” and “£” mean the lawful currency of the United Kingdom.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially

owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company.

“Subsidiary Guarantors” means, collectively, each Subsidiary who from time to time becomes a party to a Subsidiary Guaranty Agreement, including, for the sake of clarity, but not limited to, the Designated Borrowers.

“Subsidiary Guaranty Agreement” means any guaranty agreement now or hereafter in effect executed by one or more Subsidiaries in favor of the Administrative Agent for the benefit of the Guaranteed Parties, pursuant to which such Subsidiaries shall guarantee the Guaranteed Obligations, each of which shall be substantially in the form of Exhibit F (with, in the case of any guaranty agreement provided by any Foreign Subsidiary, such modifications relating to any applicable foreign law or custom as shall be reasonably approved by the Administrative Agent).

“Successor Rate” has the meaning specified in Section 3.03(b).

“Supported QFC” has the meaning specified in Section 10.22.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Obligation” means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Lender” means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which shall be substantially in the form of Exhibit B or such other form as approved by the Administrative Agent (including any form or an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) appropriately completed and signed by a Responsible Officer of the Borrower.

“Swing Line Sublimit” means an amount equal $50,000,000, as such amount may be reduced from time to time in accordance with this Agreement. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Commitments.

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007.

“TARGET Day” means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type and, in the case of Term SOFR Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01(a).

“Term Commitment” means, as to each Term Lender, its obligation to make Term Loans to the Borrower pursuant to Section 2.01(a) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth for such Term Lender pursuant to Section 2.15 or opposite such caption in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Term Facility” means, at any time after an Incremental Term Loan has been established pursuant to Section 2.15, the aggregate principal amount of all Incremental Term Loans of all Term Lenders outstanding at such time.

“Term Lender” means, at any time after an Incremental Term Loan has been established pursuant to Section 2.15, any Lender that holds Term Loans at such time.

“Term Loan” means an advance made by any Term Lender under the Term Facility.

“Term Note” means a promissory note made by the Borrower in favor of a Term Lender evidencing Term Loans made by such Term Lender, substantially in the form of Exhibit C-2.

“Term SOFR” means

(a)for any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment for such Interest Period; and

(b)(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate with a term of one month commencing that day;

provided that if the Term SOFR determined in accordance with either of the foregoing provisions (a) or (b) of this definition would otherwise be less than zero percent, the Term SOFR shall be deemed to be zero percent for purposes of this Agreement.

“Term SOFR Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of Term SOFR.

“Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Administrative Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).

“Threshold Amount” means an amount equal to $15,000,000.

“Total Credit Exposure” means, as to any Lender at any time, the unused Commitments, Revolving Credit Exposure and Outstanding Amount of Term Loans of such Lender at such time.

“Total Revolving Exposure” means, as to any Revolving Lender at any time, the unused Commitments and Revolving Credit Exposure of such Revolving Lender at such time.

“Total Revolving Outstandings” means the aggregate Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations.

“Total Term Credit Exposure” means, as to any Term Lender at any time, the Outstanding Amount of all Term Loans of such Term Lender at such time.

“Trademark” means the trademarks “DEL MONTE” and “DEL MONTE plus any design or logotype,” in any and all forms, as well as any and all trademarks, applications for registration of trademarks and trademark applications related thereto.

“Trademark Licenses” means those licenses set forth on Schedule 5.17, which constitute all of the licenses to use the Trademark that are actively used in the operation of the business of the Company and its Subsidiaries.

“Trademark Subsidiary” means Wafer, Fresh N.A., Del Monte International GmbH and Del Monte Europe.

“Treaty Lender” means a Lender which:

(a)is treated as a resident of Treaty State for the purposes of the Treaty; and

(b)does not carry on a business in the United Kingdom through a permanent establishment with which that Lender’s participation in the Loan is effectively connected.

“Treaty State” means a jurisdiction having a double taxation agreement (a “Treaty”) with the United Kingdom which makes provision for full exemption from Tax imposed by the United Kingdom on interest.

“Type” means, with respect to a Loan, its character as a Base Rate Loan, a Term SOFR Loan, an Alternative Currency Daily Rate Loan or an Alternative Currency Term Rate Loan.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).

“U.S. Government Securities Business Day” means any Business Day, except any Business Day on which any of the Securities Industry and Financial Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because such day is a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Special Resolution Regimes” has the meaning specified in Section 10.22.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01.

“Withholding Agent” means the Borrowing Agent and the Administrative Agent.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which

that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

“Yen” means the lawful currency of Japan.

1.02Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such Law and any reference to any Law or regulation shall, unless otherwise specified, refer to such Law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Any and all references to “Borrower” regardless of whether preceded by the term “a”, “any”, “each of”, “all”, “and/or”, or any other similar term shall be deemed to refer, as the context requires, to each and every (and/or any, one or all) parties constituting a Borrower, individually and/or in the aggregate.

(b)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c)Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(d)Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, Disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, Disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

1.03Accounting Terms.

(a)Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any Financial Covenant) contained herein, Indebtedness of the Company and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, (i) the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded and (ii) any change in accounting for leases pursuant to GAAP resulting from the implementation of Financial Accounting Standards Board ASU No. 2016-02, Leases (Topic 842), to the extent such adoption would require recognition of a lease liability where such lease (or similar arrangement) would not have required a lease liability under GAAP as in effect on December 31, 2018 shall be disregarded.

(b)Changes in GAAP. If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Company or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

(c)Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Company and its Subsidiaries or to the determination of any amount for the Company and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Company is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

1.04Rounding. Any financial ratios required to be maintained by the Company pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05Exchange Rates; Currency Equivalents.

(a)The Administrative Agent or the L/C Issuers, as applicable, shall determine the Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Dollar Equivalent shall become effective as of such Revaluation Date and shall be the Dollar Equivalent of such amounts until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the L/C Issuers, as applicable.

(b)Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of an Alternative Currency Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the applicable L/C Issuer, as the case may be.

1.06Additional Alternative Currencies.

(a)The Company may from time to time request that Alternative Currency Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency”; provided that such requested currency is an Eligible Currency. In the case of any such request with respect to the making of Alternative Currency Loans, such request shall be subject to the approval of the Administrative Agent and each Lender with a Commitment under which such currency is requested to be made available; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the applicable L/C Issuer.

(b)Any such request shall be made to the Administrative Agent not later than 11:00 a.m., twenty (20) Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the L/C Issuers, in its or their sole discretion). In the case of any such request pertaining to Alternative Currency, the Administrative Agent shall promptly notify each Appropriate Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the applicable L/C Issuer thereof. Each Appropriate Lender (in the case of any such request pertaining to Alternative Currency Loans) or the L/C Issuers (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., ten (10) Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Alternative Currency Loans or the issuance of Letters of Credit, as the case may be, in such requested currency.

(c)Any failure by a Lender or any L/C Issuer, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Lender or such L/C Issuer, as the case may be, to permit Alternative Currency Loans to be made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the Appropriate Lenders consent to making Alternative Currency Loans in such requested currency and the Administrative Agent and such Lenders reasonably determine that an appropriate interest rate is available to be used for such requested currency, the Administrative Agent shall so notify the Company and (i) the Administrative Agent and such Lenders may amend the definition of Alternative Currency Daily Rate or Alternative Currency Term Rate to the extent necessary to add the applicable rate for such currency and any applicable adjustment for such rate and (ii) to the extent the definition of Alternative Currency Daily Rate or Alternative Currency Term Rate, as the case may be, has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency for purposes of any Borrowings of Alternative Currency Loans. If the Administrative Agent and the L/C Issuers consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Company and (i) the Administrative Agent and the L/C Issuers may amend the definition of Alternative Currency Daily Rate or Alternative Currency Term Rate, as applicable, to the extent necessary to add the applicable rate for such currency and (ii) to the extent the definition of Alternative Currency Daily Rate or Alternative Currency Term Rate, as applicable, reflects the

appropriate interest rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency, for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the Company. Any specified currency of an Existing Letter of Credit that is neither Dollars nor one of the Alternative Currencies specifically listed in the definition of “Alternative Currency” shall be deemed an Alternative Currency with respect to such Existing Letter of Credit only.

1.07Change of Currency.

(a)Each obligation of the Borrowers to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.

(b)Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

(c)Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.

1.08Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.09Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

1.10Pro Forma Treatment with Respect to Acquisitions and Dispositions.

(a)Each Disposition of all or substantially all of a line of business, and, at the discretion of the Company, each Permitted Acquisition, by the Company or any its Subsidiaries that is consummated during any period of four consecutive fiscal quarters of the Company shall, for purposes of determining compliance with the Financial Covenants and for purposes of determining the Applicable Rate, be given Pro Forma Effect as of the first day of such period.

(b)For purposes of determining compliance with the Financial Covenants and for purposes of determining the Applicable Rate, the Company may include any applicable Pro Forma Cost Savings related to any Permitted Acquisition by the Company or any its Subsidiaries.

1.11Amendment and Restatement. In order to facilitate the Restatement and otherwise to effectuate the desires of the Borrowers, the Administrative Agent and the Lenders:

(a)Simultaneously with the Closing Date, the parties hereby agree that the Commitments shall be as set forth in Schedule 2.01 and the portion of Loans and other Outstanding Amounts outstanding under the Existing Agreement shall be reallocated in accordance with such Commitments and the requisite assignments shall be deemed to be made in such amounts by and between the Lenders and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable assignment agreements required pursuant to Section 10.06 of the Existing Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Agreement or Section 10.06 of this Agreement, no other documents or instruments, including any assignment agreements, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Closing Date, the Lenders shall make full cash settlement with each other and each Existing Lender that will not be a Lender after the Closing Date either directly or through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments (as such term is defined in the Existing Agreement) such that after giving effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01.

(b)Each Borrower, the Administrative Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement and the assignments made in accordance with the immediately preceding clause (b), the terms and provisions of the Existing Agreement which in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement.

Notwithstanding the Restatement of the Existing Agreement, including anything in this Section 1.11, and in any related “Loan Documents” (as such term is defined in the Existing Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) all of the indebtedness, liabilities and obligations owing by any Loan Party under the Existing Agreement and other Prior Loan Documents shall continue as Obligations hereunder, as set forth herein, and all indebtedness, liabilities and obligations of any Person other than a Loan Party under the Existing Agreement and other Prior Loan Documents shall continue as obligations of such Person hereunder, as set forth herein, and (ii) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrowers under the Existing Agreement or any Prior Loan Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Agreement or of any of the other Prior Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all Loans owing by the Borrowers and outstanding under the Existing Agreement shall continue as Loans hereunder and shall constitute advances hereunder, and all Letters of Credit outstanding under the Existing Agreement and any of the Prior Loan Documents shall continue as Letters of Credit hereunder.

1.12Interest Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any rate (or component thereof) provided by any such information source or service.

ARTICLE II.
COMMITMENTS AND CREDIT EXTENSIONS

2.01 Loans.

(a)Term Borrowing. Subject to the terms and conditions set forth herein, in the event of the creation of any Incremental Term Loan pursuant to Section 2.15, each Term Lender severally agrees to make a single loan to the Borrowers, in Dollars on the effective date of such Incremental Term Loan in an amount not to exceed such Term Lender’s Applicable Percentage of such Incremental Term Loan. Any Term Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentage of the applicable Incremental Term Loan. Term Borrowings repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Term SOFR Loans, as further provided herein.

(b)Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make loans (each such loan, a “Revolving Loan”) to the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Borrowing, (i) the Total Revolving Outstandings shall not exceed the Revolving Facility, (ii) the Revolving Credit Exposure of any Revolving Lender shall not exceed such Lender’s Revolving Commitment, and (iii) the aggregate Outstanding Amount of all Revolving Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Loan Sublimit. Within the limits of each Revolving Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans, Term SOFR Loans, Alternative Currency Daily Rate Loans or Alternative Currency Term Rate Loans, as further provided herein.

2.02 Borrowings, Conversions and Continuations of Loans.

(a)Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of a Term SOFR Loan or an Alternative Currency Term Rate Loan shall be made upon the Borrowing Agent’s irrevocable notice to the Administrative Agent, which may be given by (i) telephone or (ii) a Loan Notice; provided that any telephone notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, (B) in the case of Alternative Currency Loans, 11:00 a.m. three Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or, in the case of Alternative Currency Term Rate Loans, any continuation, and (iii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrowing Agent wishes to request Alternative Currency Term Rate Loans having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. five Business Days (or six Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Alternative Currency Term Rate Loans, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Alternative Currency Term Rate Loans, the Administrative Agent shall notify the Borrowing Agent (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing of, or conversion to Term SOFR Loans and each Borrowing of, conversion to or continuation of Alternative Currency Loans shall be in a principal amount the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof. Except as provided in Sections 2.03 and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of the Dollar Equivalent of $500,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Each Loan Notice shall specify (i) the Borrower(s), (ii) whether such Borrower(s) is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, (iii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iv) the principal amount of Loans to be borrowed, converted or continued, (v) the Type of Loans to be borrowed or to which existing Loans are to be converted, (vi) if applicable, the duration of the Interest Period with respect thereto, and (vi) the currency of the Loans to be borrowed. If the Borrowing Agent fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Borrowing Agent fails to specify a Type of Loan in a Loan Notice or if the Borrowing Agent fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Alternative Currency Term Rate Loans, such Loans shall be continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrowing Agent requests a Borrowing of, conversion to, or continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Except as provided in Section 2.12(a) and 3.03, no Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be prepaid in the original currency of such Loan and reborrowed in the other currency.

Notwithstanding anything to the contrary in this Agreement, the Borrowing Agent may not request an Alternative Currency Daily Rate Loan, and the Revolving Lenders shall have no obligation to fund such Loans.

(b) Advances. Following receipt of a Loan Notice under a Facility, the Administrative Agent shall promptly notify each Appropriate Lender of the amount (and currency) of its Applicable Percentage under such Facility of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrowing Agent, the Administrative Agent shall notify each Appropriate Lender of the details of any automatic conversion to Base Rate Loans or continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, in each case as described in the preceding subsection. In the case of a Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrowing Agent; provided, however, that if, on the date the Loan Notice with respect to a Revolving Borrowing denominated in Dollars is given by the Borrowing Agent, there are L/C Borrowings outstanding, then the proceeds of such Revolving Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the applicable Borrower as provided above.

(c)Except as otherwise provided herein, a Term SOFR Loan or an Alternative Currency Term Rate Loan may be continued or converted only on the last day of an Interest Period for such Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Term SOFR Loans or Alternative Currency Daily Rate Loans or converted to or continued as Alternative Currency Term Rate Loans, as applicable, without the consent of the Required Revolving Lenders or the Required Term Lenders, as applicable.

(d)Interest Rate. The Administrative Agent shall promptly notify the Borrowing Agent and the Lenders of the interest rate applicable to any Interest Period for Term SOFR Loans and Alternative Currency Term Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrowing Agent and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e)After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than four Interest Periods in effect with respect of the Term Facility. After giving effect to all Revolving Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than ten Interest Periods in effect in respect of the Revolving Facility.

(f)Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or any portion of its Loans in connection with any refinancing, extension, loan

modification or similar transaction permitted by the terms of this Agreement pursuant to a cashless settlement mechanism approved by the Borrowing Agent, the Administrative Agent and such Lender.

(g)With respect to any Alternative Currency Daily Rate, Alternative Currency Term Rate, SOFR or Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

2.03 Letters of Credit.

(a)The Letter of Credit Commitment. Subject to the terms and conditions set forth herein, in addition to the Loans provided for in Section 2.01, Borrowing Agent may request that any L/C Issuer, in reliance on the agreements of the Revolving Lenders set forth in this Section 2.03, issue, at any time and from time to time during the Availability Period, Letters of Credit denominated in Dollars or in one or more Alternative Currencies for its own account or the account of any Borrower or any Subsidiary of a Borrower, in such form as is acceptable to the Administrative Agent and such L/C Issuer in its reasonable determination. Letters of Credit issued hereunder shall constitute utilization of the Revolving Commitments.

(b)Notice of Issuance, Amendment, Extension, Reinstatement or Renewal.

(i)To request the issuance of a Letter of Credit (or the amendment of the terms and conditions, extension of the terms and conditions, extension of the expiration date, or reinstatement of amounts paid, or renewal of an outstanding Letter of Credit), the Borrowing Agent shall deliver (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable L/C Issuer) to an L/C Issuer selected by it and to the Administrative Agent not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, extended, reinstated or renewed, and specifying the date of issuance, amendment, extension, reinstatement or renewal (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with clause (d) of this Section 2.03), the amount of such Letter of Credit, the name and address of the beneficiary thereof, the purpose and nature of the requested Letter of Credit and such other information as shall be necessary to prepare, amend, extend, reinstate or renew such Letter of Credit. If requested by the applicable L/C Issuer, the Borrowing Agent also shall submit a Letter of Credit Application and reimbursement agreement on such L/C Issuer’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application and reimbursement agreement or other agreement submitted by the Borrowing Agent to, or entered into by a Borrower with, an L/C Issuer relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(ii)If the Borrowing Agent so requests in any applicable Letter of Credit Application (or the amendment of an outstanding Letter of Credit), the applicable L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit shall permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon by the Borrower and the applicable L/C Issuer at the time such Letter of Credit is issued. Unless otherwise directed by the applicable L/C Issuer, the Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the applicable L/C Issuer to permit the extension of such Letter of Credit at any time to an expiration date not later than the date permitted pursuant to Section 2.03(d); provided, that such L/C Issuer shall not (A) permit any such extension if (1) such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its extended form under the terms hereof (except that the expiration date may be extended to a date that is no more than one (1) year from the then-current expiration date) or (2) it has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent that the Required Revolving Lenders have elected not to permit such extension or (B) be obligated to permit such extension if it has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent, any Revolving Lender or the Borrower that one or more of the applicable conditions set forth in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension.

(c)Limitations on Amounts, Issuance and Amendment. A Letter of Credit shall be issued, amended, extended, reinstated or renewed only if (and upon issuance, amendment, extension, reinstatement or renewal of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, reinstatement or renewal (v) the aggregate amount of the outstanding Letters of Credit issued by any L/C Issuer shall not exceed its L/C Commitment, (w) the aggregate L/C Obligations shall not exceed the Letter of Credit Sublimit, (x) the Outstanding Amount of all L/C Obligations with respect to Letters of Credit denominated in Alternative Currencies shall not exceed the Alternative Currency L/C Sublimit, (y) the Revolving Credit Exposure of any Lender shall not exceed its Revolving Commitment and (z) the Total Revolving Exposure shall not exceed the total Revolving Commitments.

(i)No L/C Issuer shall be under any obligation to issue any Letter of Credit if:

(A)any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any

unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good faith deems material to it;

(B)the issuance of such Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;

(C)except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $100,000, in the case of a commercial Letter of Credit, or $500,000, in the case of a standby Letter of Credit;

(D)any Revolving Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrowing Agent or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.15) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.

(ii)No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.

(d)Expiration Date. Each Letter of Credit shall have a stated expiration date no later than the earlier of (ix) the date twelve (12) months after the date of the issuance of such Letter of Credit (or, in the case of any extension of the expiration date thereof, whether automatic or by amendment, twelve months after the then current expiration date of such Letter of Credit) and (x) the date that is five (5) Business Days prior to the Maturity Date.

(e)Participations.

(i)By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount or extending the expiration date thereof), and without any further action on the part of the applicable L/C Issuer or the Lenders, such L/C Issuer hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such L/C Issuer, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this clause (e) in respect of Letters of Credit is absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, extension, reinstatement or renewal of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments.

(ii)In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely, unconditionally and irrevocably agrees to pay to the Administrative Agent, in Dollars, for account of the applicable L/C Issuer, such Lender’s Applicable Percentage of each L/C Borrowing made by an L/C Issuer not later than 1:00 p.m. on the Business Day specified in the notice provided by the Administrative Agent to the Revolving Lenders pursuant to Section 2.03(f) until such L/C Borrowing is reimbursed by the Borrower or at any time after any reimbursement

payment is required to be refunded to the Borrower for any reason, including after the Maturity Date. Such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.02 with respect to Loans made by such Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this Section 2.03 except that all payments by the Lenders hereunder shall be made in Dollars), and the Administrative Agent shall promptly pay to the applicable L/C Issuer the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to Section 2.03(f), the Administrative Agent shall distribute such payment to the applicable L/C Issuer or, to the extent that the Revolving Lenders have made payments pursuant to this clause (e) to reimburse such L/C Issuer, then to such Lenders and such L/C Issuer as their interests may appear. Any payment made by a Lender pursuant to this clause (e) to reimburse an L/C Issuer for any L/C Borrowing shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such L/C Borrowing.

(iii)Each Revolving Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit at each time such Lender’s Commitment is amended pursuant to the operation of Sections 2.15 or 2.17, as a result of an assignment in accordance with Section 10.06 or otherwise pursuant to this Agreement.

(iv)If any Revolving Lender fails to make available to the Administrative Agent for the account of the applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(e), then, without limiting the other provisions of this Agreement, the applicable L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the greater of the applicable Overnight Rate and a rate determined by the applicable L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Revolving Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of any L/C Issuer submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (e)(vi) shall be conclusive absent manifest error.

(f)Reimbursement. If an L/C Issuer shall make any L/C Borrowing in respect of a Letter of Credit, the Borrowers shall reimburse such L/C Issuer in respect of such L/C Borrowing by paying to the Administrative Agent an amount equal to such L/C Borrowing not later than 12:00 noon on (i) the Business Day that the Borrowing Agent receives notice of such L/C Borrowing, if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrowing Agent receives such notice, if such notice is not received prior to such time, provided that, if such L/C Borrowing is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.04 that such payment be financed with a Borrowing of Base Rate Loans or Swing Line Loan in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting Borrowing of Base Rate Loans or Swing Line Loan. If the Borrowers fail to make such payment

when due, the Administrative Agent shall notify each Revolving Lender of the applicable L/C Borrowing, the payment then due from the Borrowers in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof. Promptly upon receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject to the amount of the unutilized portion of the aggregate Revolving Commitments. Any notice given by any L/C Issuer or the Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(g)Obligations Absolute. The Borrowers’ obligation to reimburse L/C Borrowings as provided in clause (f) of this Section 2.03 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of:

(i)any lack of validity or enforceability of this Agreement, any other Loan Document or any Letter of Credit, or any term or provision herein or therein;

(ii)the existence of any claim, counterclaim, setoff, defense or other right that any Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), any L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement in such draft or other document being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)waiver by any L/C Issuer of any requirement that exists for such L/C Issuer’s protection and not the protection of the Borrowers or any waiver by such L/C Issuer which does not in fact materially prejudice the Borrowers;

(v)honor of a demand for payment presented electronically even if such Letter of Credit required that demand be in the form of a draft;

(vi)any payment made by any L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC, the ISP or the UCP, as applicable;

(vii)payment by the applicable L/C Issuer under a Letter of Credit against presentation of a draft or other document that does not comply strictly with the terms of such Letter of Credit; or any payment made by any L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(viii)any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.03, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder; or

(ix)any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Company or any Subsidiary or in the relevant currency markets generally.

(h)Examination. The Borrowing Agent shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrowing Agent’s instructions or other irregularity, the Borrowing Agent will immediately notify the applicable L/C Issuer. The Borrowing Agent shall be conclusively deemed to have waived any such claim against such L/C Issuer and its correspondents unless such notice is given as aforesaid.

(i)Liability. None of the Administrative Agent, the Lenders, any L/C Issuer, or any of their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the applicable L/C Issuer or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from causes beyond the control of the applicable L/C Issuer; provided that the foregoing shall not be construed to excuse an L/C Issuer from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by Applicable Law) suffered by any Borrower that are caused by such L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of an L/C Issuer (as finally determined by a court of competent jurisdiction), an L/C Issuer shall be deemed to have exercised care in each such determination, and that:

(i)an L/C Issuer may replace a purportedly lost, stolen, or destroyed original Letter of Credit or missing amendment thereto with a certified true copy marked as such or waive a requirement for its presentation;

(ii)an L/C Issuer may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit and without regard to any non-documentary condition in such Letter of Credit;

(iii)an L/C Issuer shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such documents are not in strict compliance with the terms of such Letter of Credit; and

(iv)this sentence shall establish the standard of care to be exercised by an L/C Issuer when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by Applicable Law, any standard of care inconsistent with the foregoing).

Without limiting the foregoing, none of the Administrative Agent, the Lenders, any L/C Issuer, or any of their Related Parties shall have any liability or responsibility by reason of (A) any presentation that includes forged or fraudulent documents or that is otherwise affected by the fraudulent, bad faith, or illegal conduct of the beneficiary or other Person, (B) an L/C Issuer declining to take-up documents and make payment, (C) against documents that are fraudulent, forged, or for other reasons by which that it is entitled not to honor, (D) following a Borrower’s waiver of discrepancies with respect to such documents or request for honor of such documents or (E) an L/C Issuer retaining proceeds of a Letter of Credit based on an apparently applicable attachment order, blocking regulation, or third-party claim notified to such L/C Issuer.

(j)Applicability of ISP and UCP. Unless otherwise expressly agreed by the applicable L/C Issuer and the Borrower when a Letter of Credit is issued by it (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit. Notwithstanding the foregoing, no L/C Issuer shall be responsible to the Borrowers for, and no L/C Issuer’s rights and remedies against the Borrowers shall be impaired by, any action or inaction of any L/C Issuer required or permitted under any Law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where any L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade – International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such Law or practice.

(k)Benefits. Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer.

(l)Letter of Credit Fees. The Borrowers shall pay to the Administrative Agent for the account of each Lender in accordance, subject to Section 2.17, with its Applicable Percentage, in Dollars, (i) a Letter of Credit fee (the “Letter of Credit Fee”) (A) for each commercial Letter of Credit, equal to 0.125% per annum times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit, and (B) for each standby Letter of Credit, equal to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit and (ii) a negotiation fee (the “Negotiation Fee”) for each commercial Letter of Credit equal to 0.125% of the Dollar Equivalent of the amount of any draft paid thereunder. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. Negotiation Fees shall be due and payable on the first Business Day after the end of the next March, June, September or December occurring after the date any draft is paid thereunder. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each standby Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in

effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

(m)Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Company shall pay directly to the applicable L/C Issuer for its own account, in Dollars, a fronting fee (i) with respect to each commercial Letter of Credit, at the rate specified in the Fee Letter, computed on the Dollar Equivalent of the amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a commercial Letter of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the Company and the L/C Issuer, computed on the Dollar Equivalent of the amount of such increase, and payable upon the effectiveness of such amendment, and (iii) with respect to each standby Letter of Credit issued by (A) Bank of America in its capacity as an L/C Issuer, at the rate per annum specified in the Fee Letter, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears and (B) any other L/C Issuer, at a rate separately agreed between the Company and such L/C Issuer, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. In addition, the Company shall pay directly to the applicable L/C Issuer for its own account, in Dollars, the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(n)Disbursement Procedures. The L/C Issuer for any Letter of Credit shall, within the time allowed by Applicable Laws or the specific terms of the Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand for payment under such Letter of Credit. Such L/C Issuer shall promptly after such examination notify the Administrative Agent and the Borrowing Agent in writing of such demand for payment if such L/C Issuer has made or will make an L/C Borrowing thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation to reimburse such L/C Issuer and the Lenders with respect to any such L/C Borrowing.

(o)Interim Interest. If the L/C Issuer for any standby Letter of Credit shall make any L/C Borrowing, then, unless the Borrowers shall reimburse such L/C Borrowing in full on the date such L/C Borrowing is made, the unpaid amount thereof shall bear interest, for each day from and including the date such L/C Borrowing is made to but excluding the date that the Borrowers reimburse such L/C Borrowing, at the rate per annum then applicable to Base Rate Loans; provided that if the Borrowers fail to reimburse such L/C Borrowing when due pursuant to clause (f) of this Section 2.03, then Section 2.08(b) shall apply. Interest accrued pursuant to this clause (p) shall be for account of such L/C Issuer, except that interest accrued on and after the date of payment by any Lender pursuant to clause (f) of this Section 2.03 to reimburse such L/C Issuer shall be for account of such Lender to the extent of such payment.

(p)Replacement of any L/C Issuer. Any L/C Issuer may be replaced at any time by written agreement between the Borrowing Agent, the Administrative Agent, the replaced L/C Issuer and the successor L/C Issuer. The Administrative Agent shall notify the Lenders of any such replacement of an L/

C Issuer. At the time any such replacement shall become effective, the Borrowers shall pay all unpaid fees accrued for the account of the replaced L/C Issuer pursuant to Section 2.03(m). From and after the effective date of any such replacement, (i) the successor L/C Issuer shall have all the rights and obligations of an L/C Issuer under this Agreement with respect to Letters of Credit to be issued by it thereafter and (ii) references herein to the term “L/C Issuer” shall be deemed to include such successor or any previous L/C Issuer, or such successor and all previous L/C Issuer, as the context shall require. After the replacement of an L/C Issuer hereunder, the replaced L/C Issuer shall remain a party hereto and shall continue to have all the rights and obligations of an L/C Issuer under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(q)Cash Collateralization.

(i)If any Event of Default shall occur and be continuing, on the Business Day that the Borrowing Agent receives notice from the Administrative Agent or the Required Revolving Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with L/C Obligations representing at least 66-2/3% of the total L/C Obligations) demanding the deposit of Cash Collateral pursuant to this clause (q), the Borrowers shall immediately deposit into an account established and maintained on the books and records of the Administrative Agent (the “Collateral Account”) an amount in cash equal to 105% of the total L/C Obligations as of such date plus any accrued and unpaid interest thereon, provided that the obligation to deposit such Cash Collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrowers described in clause (f) of Section 8.01. Such deposit shall be held by the Administrative Agent as Collateral for the payment and performance of the obligations of the Borrowers under this Agreement. In addition, and without limiting the foregoing or clause (d) of this Section 2.03, if any L/C Obligations remain outstanding after the expiration date specified in said clause (d), the Borrowers shall immediately deposit into the Collateral Account an amount in cash equal to 105% of such L/C Obligations as of such date plus any accrued and unpaid interest thereon.

(ii)The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the Collateral Account. Moneys in the Collateral Account shall be applied by the Administrative Agent to reimburse each L/C Issuer for L/C Borrowings for which it has not been reimbursed, together with related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the L/C Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with L/C Obligations representing 66-2/3% of the total L/C Obligations), be applied to satisfy other obligations of the Borrowers under this Agreement. If the Borrowers are required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three (3) Business Days after all Events of Default have been cured or waived.

(r)L/C Issuer Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each L/C Issuer shall, in addition to its notification obligations set forth elsewhere

in this Section 2.03, provide the Administrative Agent a letter of credit report (each such report, a “Letter of Credit Report”), as set forth below:

(i)reasonably prior to the time that such L/C Issuer issues, amends, renews, increases or extends a Letter of Credit, the date of such issuance, amendment, renewal, increase or extension and the stated amount of the applicable Letters of Credit after giving effect to such issuance, amendment, renewal or extension (and whether the amounts thereof shall have changed);

(ii)on each Business Day on which such L/C Issuer makes a payment pursuant to a Letter of Credit, the date and amount of such payment;

(iii)on any Business Day on which the Borrowers fails to reimburse a payment made pursuant to a Letter of Credit required to be reimbursed to such L/C Issuer on such day, the date of such failure and the amount of such payment;

(iv)on any other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued by such L/C Issuer; and

(v)for so long as any Letter of Credit issued by an L/C Issuer is outstanding, such L/C Issuer shall deliver to the Administrative Agent (A) on the last Business Day of each calendar month, (B) at all other times a Letter of Credit Report is required to be delivered pursuant to this Agreement, and (C) on each date that (1) an L/C Credit Extension occurs or (2) there is any expiration, cancellation and/or disbursement, in each case, with respect to any such Letter of Credit, a Letter of Credit Report appropriately completed with the information for every outstanding Letter of Credit issued by such L/C Issuer.

(s)Additional L/C Issuers. Any Lender hereunder may become an L/C Issuer upon receipt by the Administrative Agent of a fully executed Notice of Additional L/C Issuer which shall be signed by the Borrowing Agent, the Administrative Agent and each L/C Issuer. Such new L/C Issuer shall provide its L/C Commitment in such Notice of Additional L/C Issuer and upon the receipt by the Administrative Agent of the fully executed Notice of Additional L/C Issuer, the defined term L/C Commitment shall be deemed amended to incorporate the L/C Commitment of such new L/C Issuer.

2.04 Swing Line Loans.

(a)The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion, make loans in Dollars (each such loan, a “Swing Line Loan”) to the Company or any Designated Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) after giving effect to any Swing Line Loan, (A) the Total Revolving Outstandings shall not exceed the Revolving Facility, and (B) the Revolving Credit Exposure of any Revolving Lender shall not exceed such Lender’s Revolving Commitment, (ii) no proceeds of any Swing Line Loan may be used to refinance any outstanding Swing Line Loan and (iii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have Fronting Exposure. Within the

foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.

(b)Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrowing Agent’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (i) telephone or (ii) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (A) the amount to be borrowed, which shall be a minimum of $100,000, (B) the requested borrowing date, which shall be a Business Day and (C) the Borrower for whom such Swing Line Loan is requested. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable Borrower.

(c)Refinancing of Swing Line Loans.

(i)The Swing Line Lender at any time in its sole discretion may request, on behalf of the Borrowing Agent (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Lender make a Base Rate Loan in an amount equal to such Lender's Applicable Revolving Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Facility and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowing Agent with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Applicable Revolving Percentage of the amount specified in such Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for Dollar-denominated payments not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Company or the applicable Designated Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii)If for any reason any Swing Line Loan cannot be refinanced by such a Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii)If any Revolving Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Revolving Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv)Each Revolving Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Company, any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers to repay Swing Line Loans, together with interest as provided herein.

(d)Repayment of Participations.

(i)At any time after any Revolving Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Lender its Applicable Revolving Percentage thereof in the same funds as those received by the Swing Line Lender.

(ii)If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Lender shall pay to the Swing Line Lender its Applicable Revolving Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon

the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrowing Agent for interest on the Swing Line Loans. Until each Revolving Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Revolving Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Revolving Percentage shall be solely for the account of the Swing Line Lender.

(f)Payments Directly to Swing Line Lender. The Borrowers shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

2.05 Prepayments.

(a)Optional. Each Borrower may, upon notice from the Borrowing Agent to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Loans shall be in a principal amount of $300,000 or a whole multiple of $100,000 in excess thereof; or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans, and shall be in a form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrowing Agent. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrowing Agent, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term SOFR Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

(b)Mandatory.

(i)Dispositions, Involuntary Dispositions, Extraordinary Receipts. The Borrowers shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or Subsidiary from any Dispositions under Section 7.05(c), any Involuntary Dispositions or any Extraordinary Receipt within ten (10) Business Days after the receipt of such Net Cash Proceeds; provided, however, that so long as no Default shall have occurred and be continuing, such Net Cash Proceeds shall not be required to be so applied (A) until the aggregate amount of the Net Cash Proceeds derived from any such Disposition, Involuntary Disposition or Extraordinary Receipt in any fiscal year of the Company is equal to or greater than $10,000,000 and (B) at the

election of the Borrowing Agent (as notified by the Borrowing Agent to the Administrative Agent) to the extent such Loan Party or such Subsidiary reinvests all or any portion of such Net Cash Proceeds in assets that are useful in the business of such Loan Party or Subsidiary (but specifically excluding current assets as classified by GAAP) within two hundred seventy (270) days after the receipt of such Net Cash Proceeds; provided that, if such Net Cash Proceeds shall have not been so reinvested, such Net Cash Proceeds shall be promptly (and in any event within three Business Days) applied to prepay the Loans and/or Cash Collateralize the L/C Obligations.

(ii)Application of Payments. Each prepayment of Loans pursuant to the foregoing provisions of clause (i) of this Section 2.05(b) shall be applied, to the remaining principal repayment installments of the Term Loan on a pro rata basis, including, without limitation, the final principal repayment installment on the Maturity Date. Subject to Section 2.17, such prepayments shall be paid to the Term Lenders in accordance with their respective Applicable Percentages in respect of the Term Facility.

Within the parameters of the applications set forth above, prepayments pursuant to this Section 2.05(b) shall be applied first to Base Rate Loans and then to Term SOFR Loans, Alternative Currency Daily Rate Loans or Alternative Currency Term Rate Loans, as the Borrowing Agent may direct, in direct order of Interest Rate Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

(c)Each Borrower may, upon notice given to the Swing Line Lender by the Borrowing Agent (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment and shall be in a form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrowing Agent, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowing Agent, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(d)If the Administrative Agent notifies the Borrowing Agent at any time that the Total Revolving Outstandings at such time exceed the Revolving Facility, then, immediately after receipt of such notice, the Borrowers shall prepay Revolving Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Total Revolving Outstandings as of such date of payment to an amount not to exceed the Revolving Facility; provided, however, that, subject to the provisions of Section 2.16, the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Revolving Loans the Total Revolving Outstandings exceed the Revolving Facility.

(e)If the Administrative Agent notifies the Borrowing Agent at any time that the Outstanding Amount of all Revolving Loans or Letters of Credit denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Loan Sublimit or Alternative Currency L/C Sublimit, as applicable, then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Revolving Loans or Cash Collateralize Letters of Credit in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount

not to exceed 100% of the Alternative Currency Loan Sublimit or Alternative Currency L/C Sublimit, as applicable, then in effect.

2.06 Termination or Reduction of Commitments.

(a)Optional. The Company may, upon notice given by the Borrowing Agent to the Administrative Agent, terminate the Revolving Facility, the Alternative Currency Loan Sublimit, the Alternative Currency L/C Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Revolving Facility, the Alternative Currency Loan Sublimit, the Alternative Currency L/C Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. two Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowing Agent shall not terminate or reduce (A) the Revolving Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving Facility, (B) the Alternative Currency Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Loans denominated in Alternative Currencies would exceed the Alternative Currency Loan Sublimit, (C) the Alternative Currency L/C Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to Letters of Credit denominated in Alternative Currencies not fully Cash Collateralized hereunder would exceed the Alternative Currency L/C Sublimit, or (D) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit and (iv) if, after giving effect to any reduction or termination of the Revolving Commitments, the Alternative Currency Loan Sublimit, the Alternative Currency L/C Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Facility, such sublimit shall be automatically reduced by the amount of such excess.

(b)Application of Commitment Reductions; Payment of Fees.

(i)The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Revolving Commitments, the Alternative Currency Loan Sublimit, the Alternative Currency L/C Sublimit or the Swing Line Sublimit. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Loan Sublimit, the Alternative Currency L/C Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrowing Agent. Any reduction of the Revolving Commitments shall be applied to the Commitment of each Revolving Lender according to such Lender’s Applicable Revolving Percentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such termination.

2.07 Repayment of Loans.

(a)Reserved.

(b)Revolving Loans. The Borrowers shall repay to the Revolving Lenders on the Maturity Date for the Revolving Facility the aggregate principal amount of all Revolving Loans outstanding on such date.

(c)Swing Line Loans. The Borrowers shall repay to the Swing Line Lender on the Maturity Date for the Revolving Facility the aggregate principal amount of Swing Line Loans outstanding on such date.

2.08 Interest and Default Rate.

(a)Interest. Subject to the provisions of subsection (b) below, (i) each Term SOFR Loan under a Facility shall bear interest on the outstanding principal amount thereof for each Interest Period from the applicable borrowing date at a rate per annum equal to the Term SOFR for such Interest Period plus the Applicable Rate for such Facility; (ii) each Alternative Currency Daily Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Alterative Currency Daily Rate plus the Applicable Rate; (iii) each Alternative Currency Term Rate Loan shall bear interest from the applicable borrowing date at a rate per annum equal to the Alterative Currency Term Rate plus the Applicable Rate; (iv) except as otherwise provided pursuant to clause (v) below, each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable Borrowing date at a rate per annum equal to the Base Rate set forth in clause (a) of the definition thereof plus the Applicable Rate; and (v) each Swing Line Loan and, and subject to the proviso at the end of this sentence, each Base Rate Loan made to refinance a Swing Line Loan pursuant to Section 2.04(c)(i) shall bear interest on the outstanding principal amount thereof from the applicable Borrowing date at a rate per annum equal to the Base Rate set forth in clause (b) of the definition thereof plus the Applicable Rate (such interest rate, the “Special Swing Line Rate”); provided that at any time the aggregate outstanding principal amount of all Swing Line Loans and Base Rate Loans made to refinance a Swing Line Loan pursuant to Section 2.04(c)(i) exceeds $50,000,000, any principal amount of any such Base Rate Loans in excess of $50,000,000 shall bear interest at the rate set forth in the foregoing clause (iv). Once any Base Rate Loan bearing interest at the Special Swing Line Rate is converted into a Term SOFR Loan it shall thereafter no longer be permitted to bear interest at the Special Swing Line Rate even if such Loan is converted back to a Base Rate Loan. To the extent that any calculation of interest or any fee required to be paid under this Agreement shall be based on (or result in) a calculation that is less than zero percent, such calculation shall be to be deemed zero percent for purposes of this Agreement.

(b)Default Rate.

(i)If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by Applicable Law.

(ii)If any amount (other than principal of any Loan) payable by any Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by Applicable Law.

(iii)Upon the request of the Required Lenders, while any Event of Default exists, the Borrowers shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by Applicable Law.

(iv)Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c)Interest Payments. Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.09 Fees. In addition to certain fees described in subsections (h) and (i) of Section 2.03:

(a)Commitment Fee. The Company shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Revolving Percentage, a commitment fee in Dollars equal to the Applicable Rate times the actual daily amount by which the Revolving Facility exceed the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.17. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted toward or considered usage of the Revolving Facility for purposes of determining the commitment fee. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(b)Other Fees. The Company shall pay to the Arranger and the Administrative Agent for their own respective accounts, in Dollars, fees in the amounts and at the times specified in the Fee Letter. Subject to the terms and conditions of the Fee Letter, such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.

(a)All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to Term SOFR) and for Loans denominated in Alternative Currencies (other than Alternative Currency Loans determined by reference to EURIBOR or TIBOR) shall be made on the basis of a year of 365 (in the case of Alternative Currency Loans determined by reference to SONIA) or 366 days, as the case may be, and actual days elapsed, or, in the case of interest in respect of Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. All other computations of fees and interest, including those with respect to Term SOFR Loans and Alternative Currency Loans determined by reference to EURIBOR or TIBOR, shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

(b)If, as a result of any restatement of or other adjustment to the financial statements of the Company or for any other reason, the Company or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Company as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period,

each Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This clause (b) shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may be, under any provision of this Agreement to payment of any Obligations hereunder at the Default Rate or under Article VIII. The Borrowers’ obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

2.11 Evidence of Debt.

(a)Maintenance of Accounts. The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender to a Borrower made through the Administrative Agent, such Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans to such Borrower in addition to such accounts or records. Each Lender may attach schedules to a Note and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans and payments with respect thereto.

(b)Maintenance of Records. In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

2.12 Payments Generally; Administrative Agent’s Clawback.

(a)General. All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified

herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b)(i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Term SOFR Rate Loans or Alternative Currency Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by such Borrower, the interest rate applicable to Base Rate Loans. If such Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by such Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(i)Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the applicable L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the applicable L/C Issuer, as the case may be, the amount due.

With respect to any payment that the Administrative Agent makes for the account of the Lenders or any L/C Issuer hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such

payment referred to as the “Rescindable Amount”): (1) the applicable Borrower has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount so paid by such Borrower (whether or not then owed); or (3) the Administrative agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the applicable L/C Issuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender or such L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c)Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to such Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d)Obligations of Lenders Several. The obligations of the Lenders hereunder to make Term Loans and Revolving Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 10.04(c).

(e)Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(f)Pro Rata Treatment. Except to the extent otherwise provided herein: (i) each Borrowing (other than Swing Line Borrowings) shall be made from the Appropriate Lenders, each payment of fees under Section 2.09 and clauses (m), (n) and (p) of Section 2.03 shall be made for account of the Appropriate Lenders, and each termination or reduction of the amount of the Commitments shall be applied to the respective Commitments of the Lenders, pro rata according to the amounts of their respective Commitments; (ii) each Borrowing shall be allocated pro rata among the Lenders according to the amounts of their respective Commitments (in the case of the making of Revolving Loans) or their respective Loans that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) each payment or prepayment of principal of Loans by the Borrower shall be made for account of the Appropriate Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans held by them; and (iv) each payment of interest on Loans by the Borrower shall be made for account of the Appropriate Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Appropriate Lenders.

2.13 Sharing of Payments by Lenders.

If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations in respect of any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time, then, in each case under clauses (a) and (b) above, the Lender receiving such greater proportion shall (A) notify the Administrative Agent of such fact, and (B) purchase (for cash at face value) participations in the Loans and sub-participations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations in respect of the Facilities then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

(i)if any such participations or sub-participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or sub-participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii)the provisions of this Section 2.13 shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender, (B) the application of Cash Collateral provided for in Section 2.16, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or sub-participations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to any Loan Party or any Affiliate thereof (as to which the provisions of this Section 2.13 shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

2.14 Designated Borrowers; Joint and Several Obligations.

(a)Effective as of the date hereof, each of Del Monte Fresh Produce N.A., Inc., Del Monte Fund B.V., Del Monte International GmbH, Del Monte Luxembourg SARL, and Network Shipping Ltd.

shall be a “Designated Borrower” hereunder and may receive Loans for its account on the terms and conditions set forth in this Agreement.

(b)Designated Borrowers. The Company may at any time, upon not less than fifteen (15) Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), request to designate any additional Subsidiary of the Company (an “Applicant Borrower”) as a Designated Borrower to receive Loans hereunder by delivering to the Administrative Agent (which shall promptly deliver counterparts thereof to each Lender) a duly executed notice and agreement in substantially the form of Exhibit I (a “Designated Borrower Request and Assumption Agreement”). The parties hereto acknowledge and agree that prior to any Applicant Borrower becoming entitled to utilize the credit facilities provided for herein (i) the Administrative Agent and the Lenders that are to provide Commitments and/or Loans in favor of an Applicant Borrower must each agree to such Applicant Borrower becoming a Designated Borrower and (ii) the Administrative Agent and such Lenders shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information (including but not limited to information necessary for compliance with applicable “know your customer”, the Beneficial Ownership Regulation and anti-money-laundering rules and regulations), in form, content and scope reasonably satisfactory to the Administrative Agent, as may be required by the Administrative Agent, and Notes signed by such new Borrowers to the extent any Lender so requires (the requirements in clauses (i) and (ii) hereof, the “Designated Borrower Requirements”). If the Designated Borrower Requirements are met, the Administrative Agent shall send a notice in substantially the form of Exhibit J (a “Designated Borrower Notice”) to the Company and the Lenders specifying the effective date upon which the Applicant Borrower shall constitute a Designated Borrower for purposes hereof, whereupon each of the Lenders agrees to permit such Designated Borrower to receive Loans hereunder, on the terms and conditions set forth herein, and each of the parties agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of this Agreement; provided that no Loan Notice or Letter of Credit Application may be submitted by or on behalf of such Designated Borrower until the date five (5) Business Days after such effective date.

(c)Obligations. The Guaranteed Obligations of the Company and each Designated Borrower shall be joint and several in nature, regardless of which such Person actually receives Credit Extensions hereunder or the amount of such Credit Extensions received or the manner in which the Administrative Agent, any L/C Issuer or any Lender accounts for such Credit Extensions on its books and records; provided that, (i) with respect to any Designated Borrower that is a Domestic Subsidiary (any such Person, a “U.S. Borrower”), if the joint and several nature of the Guaranteed Obligations would result in adverse tax consequences to such U.S. Borrower, the liability of each Designated Borrower that is a Foreign Subsidiary with respect to the Guaranteed Obligations of such U.S. Borrower shall be limited to an aggregate amount equal to the largest amount that would not result in such adverse tax consequences and (ii) if such joint and several liability is not permitted by any Law applicable to any Designated Borrower, the liability of such Designated Borrower shall be several in nature.

(d)Appointment. Each Subsidiary of the Company that is or becomes a “Designated Borrower” pursuant to this Section 2.14 hereby irrevocably appoints the Company to act as its agent for all purposes of this Agreement and the other Loan Documents and agrees that (i) the Company may execute such documents on behalf of such Designated Borrower as the Company deems appropriate in its sole discretion and each Designated Borrower shall be obligated by all of the terms of any such document executed on its behalf, (ii) any notice or communication delivered by the Administrative Agent or the Lender to the Company shall be deemed delivered to each Designated Borrower and (iii) the

Administrative Agent or the Lenders may accept, and be permitted to rely on, any document, instrument or agreement executed by the Company on behalf of each of the Loan Parties.

2.15 Incremental Increases.

(a)Request for Incremental Increase. Upon notice to the Administrative Agent (which shall promptly notify the Lenders), at any time after the Closing Date, the Company may request (i) one or more increases in the Revolving Commitments (each, an “Incremental Revolving Facility Increase”), or (ii) one or more term loan commitments (each, a “Term Loan Commitment”) to make one or more term loans, including a borrowing of an additional term loan the principal amount of which will be added to the outstanding principal amount of any existing tranche of Term Loans with the latest scheduled maturity date (any such term loan or additional term loan, an “Incremental Term Loan” and, together with the Incremental Revolving Facility Increases and the Term Loan Commitments, the “Incremental Increases”); provided that (x) the aggregate principal amount of any Incremental Increase shall not exceed the Incremental Facilities Limit (after giving effect to such Incremental Increase), and (y) any Incremental Increase shall be in an aggregate amount of not less than $25,000,000 or any whole multiple of $5,000,000 in excess thereof or, if less, the entire remaining amount of the Incremental Facilities Limit.

(b)Ranking and Other Provisions. Each Incremental Term Loan (i) shall rank either pari passu or junior in right of payment and security with respect to each of the Revolving Facility, (and any Incremental Term Loan which is junior in right of payment and/or security shall have customary second lien, subordination, standstill and other provisions reasonably acceptable to the Administrative Agent), (ii) shall have a weighted average life to maturity that is longer than the remaining weighted average life to maturity of any then existing Term Loan, (iii) shall require any mandatory prepayments thereof to be made on a pro rata basis with all then existing Term Loans and shall otherwise contain terms as to prepayments and amortization that are reasonably acceptable to the Administrative Agent, (iii) shall not mature earlier than the Maturity Date for the Revolving Facility as in effect on the Increase Effective Date of such Incremental Term Loan, (iv) shall not contain additional or different covenants or financial covenants which are more restrictive than the covenants in the Loan Documents at the time of the creation of such Incremental Increase unless either such covenants benefit all of the Lenders or are otherwise consented to by the Required Lenders and (v) except as set forth herein, shall have such terms (including pricing) as may be agreed by the Borrowing Agent and the applicable Incremental Lenders. Each Incremental Revolving Facility Increase shall have the same terms (including maturity and pricing) as the Revolving Facility; provided that any upfront fees payable by the Borrowers to the Incremental Lenders with respect to any Incremental Revolving Facility Increase may differ from those paid with respect to any existing Revolving Commitments.

(c)Notices; Lender Elections. Each notice from the Company pursuant to this Section shall set forth the requested amount and proposed terms of the Incremental Increase. Incremental Increases (or any portion thereof) may be provided by any existing Lender or by any other bank or financial institution that is an Eligible Assignee (each such existing Lender or other bank or other financial institution, an “Incremental Lender”), in each case on terms permitted in this Section and otherwise on terms reasonably acceptable to the Administrative Agent; provided that any existing Lender approached to provide all or a portion of any Incremental Increase may elect or decline, in its sole discretion, to provide all or a portion of such Incremental Increase. At the time of the sending of such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each proposed Incremental Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to such proposed Incremental Lenders (or such shorter period agreed to by the Administrative Agent)). Each proposed Incremental Lender shall notify the Administrative Agent within

such time period whether or not it agrees to provide any portion of the Incremental Increase and, if so, whether by an amount equal to, greater than, or less than requested. Any Person not responding within such time period shall be deemed to have declined to provide any portion of such Incremental Increase; provided that if, within three Business Days following the date of delivery of notice to a proposed Incremental Lender of a request to provide a portion of the Incremental Increase, such proposed Incremental Lender fails to notify the Administrative Agent that it requires additional time in order to obtain approvals necessary to provide a portion of the Incremental Increase, then such proposed Incremental Lender may be deemed by the Company and the Administrative Agent to have declined to provide a portion of the Incremental Increase. The Administrative Agent shall notify the Company and each Lender of the Lenders’ responses to each request made hereunder. Any Eligible Assignee invited to become a Lender pursuant to this Section 2.15 shall do so pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

(d)Incremental Amendment. Each Incremental Increase shall be effected pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Company, the other Loan Parties (unless waived by the Incremental Lenders party to such Incremental Amendment), the applicable Incremental Lenders and the Administrative Agent. An Incremental Amendment may, without the consent of any other Lenders, effect such technical amendments (including tranche voting rights) to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section. Upon execution, the Administrative Agent shall provide a copy of any Incremental Amendment to all Lenders. No Incremental Increase shall increase the Alternative Currency L/C Sublimit, the Alternative Currency Loan Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit without the written consent of the Required Revolving Lenders and the L/C Issuers or the Swing Line Lender, as applicable, except that, in connection with any Incremental Revolving Facility Increase, the Letter of Credit Sublimit and/or the Swing Line Sublimit may be increased proportionally (or by a lesser amount) with the written consent of the L/C Issuer or the Swing Line Lender, as applicable, without the requirement of any consent from any other Lender.

(e)Increase Effective Date and Allocations. The Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of any Incremental Increase. The Administrative Agent shall promptly notify the Company and the Incremental Lenders of the final allocation of such Incremental Increase and the Increase Effective Date.

(f)Conditions to Effectiveness of Incremental Increase. Any Incremental Increase shall become effective as of such Increase Effective Date and shall be subject to the following conditions precedent:

(i)the applicable Incremental Amendment in form and substance reasonably acceptable to the Company, the Administrative Agent and the applicable Incremental Lenders shall have been delivered to the Administrative Agent;

(ii)all of the representations and warranties of each Borrower contained in Article V and of each Loan Party contained in each other Loan Document shall be true and correct in all material respects on and as of such Increase Effective Date, except that (A) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be true and correct in all respects, (B) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except that if a qualifier relating to materiality, Material

Adverse Effect or a similar concept applies, such representation or warranty shall be true and correct in all respects as of such earlier date) and (C) for purposes of this Section 2.15, the representations and warranties contained in subsections (a), (b) and (c) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01;

(iii)no Default shall exist on such Increase Effective Date immediately prior to or after giving effect to such Incremental Increase or from the application of the proceeds thereof and, after giving effect to the incurrence of such additional Indebtedness and any transaction to be consummated using the proceeds of such additional Indebtedness and assuming that all commitments in respect of any proposed Incremental Increase are fully drawn at such time, the Company and its Subsidiaries shall be in compliance, calculated on a pro forma basis pursuant to Section 1.10, with the covenants set forth in Section 7.11;

(iv)unless waived by the Incremental Lenders party to such Incremental Amendment, a certificate of each Loan Party signed by a Responsible Officer of such Loan Party certifying and attaching the resolutions adopted by the board of directors or other equivalent governing body of such Loan Party approving or consenting to the Incremental Amendment and the Incremental Increase provided thereby, and in the case of each Borrower, certifying as to the satisfaction of the conditions set forth in clauses (ii) and (iii) this Section 2.15(f), which shall be in form and substance reasonably satisfactory to the Administrative Agent;

(v)to the extent requested by the Administrative Agent, a favorable opinion of counsel for the Loan Parties, addressed to the Administrative Agent and the Lenders (including the Incremental Lenders) and in form and substance reasonably satisfactory to the Administrative Agent; and

(vi)in the case of any Incremental Revolving Facility Increase, the Borrowers shall have prepaid any Revolving Loans outstanding on the Increase Effective Date (and any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Revolving Percentages arising from any nonratable increase in Revolving Commitments by the Revolving Lenders under this Section (it being understood that the Borrowers may use advances from the Lenders having new or increased commitments for such prepayment).

(g)Conflicting Provisions. This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

2.16 Cash Collateral.

(a)Obligation to Cash Collateralize. At any time there shall exist a Defaulting Lender, within one Business Day following the written request of the Administrative Agent or any L/C Issuer (with a copy to the Administrative Agent), the Borrowers shall Cash Collateralize the L/C Issuers’ Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.17(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount. Additionally, if the Administrative Agent notifies the Company at any time that the Outstanding Amount of all L/C Obligations at such time exceeds 105% of the Letter of Credit Sublimit then in effect, then within two (2) Business Days after receipt of such notice, the Company shall provide

Cash Collateral for the Outstanding Amount of the L/C Obligations in an amount not less than the amount by which the Outstanding Amount of all L/C Obligations exceeds the Letter of Credit Sublimit.

(b)Grant of Security Interest. The Company, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Revolving Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as Collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.16(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the L/C Issuer as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Company will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. The Company shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.

(c)Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.16 or Sections 2.03, 2.05, 2.17 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(d)Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Revolving Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vi))) or (ii) the determination by the Administrative Agent and the applicable L/C Issuer that there exists excess Cash Collateral; provided, however, (x) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (y) the Person providing Cash Collateral and the applicable L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

2.17 Defaulting Lenders.

(a)Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

(i)Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 10.01.

(ii)Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16; fourth, as the Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Company, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Company as a result of any judgment of a court of competent jurisdiction obtained by the Company against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.17(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)Certain Fees.

(A)No Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Company shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(B)Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which, and Negotiation Fees on any payment date on which, that Lender is a Defaulting Lender only to the extent allocable to its Applicable Revolving

Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.16.

(C)With respect to any Letter of Credit Fee or Negotiation Fee not required to be paid to any Defaulting Lender pursuant to clause (B) above, the Company shall (x) pay to each Non-Defaulting Lender that portion of any such Letter of Credit Fee or Negotiation Fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to the L/C Issuer the amount of any such Letter of Credit Fee or Negotiation Fee otherwise payable to such Defaulting Lender to the extent allocable to the L/C Issuer’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such Letter of Credit Fee or Negotiation Fee.

(iv)Reallocation of Applicable Revolving Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Revolving Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and, unless the Borrowing Agent shall have otherwise notified the Administrative Agent at such time, the Company shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. Subject to Section 10.20 no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v)Cash Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (a)(iv) above cannot, or can only partially, be effected, the Company shall, without prejudice to any right or remedy available to it hereunder or under Applicable Law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lender’s Fronting Exposure and (y) second, Cash Collateralize the L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in Section 2.16.

(b)Defaulting Lender Cure. If the Company, the Administrative Agent, Swing Line Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Revolving Percentages (without giving effect to Section 2.17(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Company while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from

Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(c)New Swing Line Loans/Letters of Credit. So long as any Revolving Lender is a Defaulting Lender, (i) the Swing Line Lender shall not be required to fund any Swing Line Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swing Line Loan and (ii) no L/C Issuer shall be required to issue, extend, increase, reinstate or renew any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

2.18 Designated Lenders. Each of the Administrative Agent, each L/C Issuer, the Swing Line Lender and each Lender at its option may make any Credit Extension or otherwise perform its obligations hereunder through any Lending Office (each, a “Designated Lender”); provided that any exercise of such option shall not affect the obligation of any Borrower to repay any Credit Extension in accordance with the terms of this Agreement. Any Designated Lender shall be considered a Lender; provided that designation of a Designated Lender is for administrative convenience only and does not expand the scope of liabilities or obligations of any Lender or Designated Lender beyond those of the Lender designating such Person as a Designated Lender as provided in this Agreement.

ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes.

(a)Defined Terms. For purposes of this Section 3.01, the term “Applicable Law” includes FATCA and the term “Lender” includes any L/C Issuer.

(b)Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Laws. If any Applicable Laws (as determined in the good faith discretion of an applicable Withholding Agent) require the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(c)Payment of Other Taxes by the Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d)Tax Indemnifications.

(i)Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any

penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrowing Agent by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. Each of the Loan Parties shall also, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(d)(ii) below.

(ii)Each Lender shall, and does hereby, severally indemnify and shall make payment in respect thereof within ten (10) days after demand therefor, (A) the Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (B) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (C) the Administrative Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (d)(ii).

(e)Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority, as provided in this Section 3.01, the Borrowing Agent shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(f)Status of Lenders; Tax Documentation.

(i)Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrowing Agent and the Administrative Agent, at the time or times reasonably requested by the Borrowing Agent or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrowing Agent or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, if reasonably requested by the Borrowing Agent or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrowing Agent or the Administrative Agent as will enable the Borrowing Agent or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s

reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)Without limiting the generality of the foregoing, in the event that a Borrower is a U.S. Person,

(A)any Lender that is a U.S. Person shall deliver to the Borrowing Agent and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrowing Agent or the Administrative Agent), executed copies of IRS Form W–9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrowing Agent and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrowing Agent or the Administrative Agent), whichever of the following is applicable:

a.in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W–8BEN–E (or W–8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W–8BEN–E (or W–8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

b.executed copies of IRS Form W–8ECI;

c.in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit K–1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W–8BEN–E (or W–8BEN, as applicable); or

d.to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W–8IMY, accompanied by IRS Form W–8ECI, IRS Form W–8BEN–E (or W–8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit K–2 or Exhibit K–3, IRS Form W–9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio

interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit K–4 on behalf of each such direct and indirect partner;

(C)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrowing Agent and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrowing Agent or the Administrative Agent), executed copies (or originals, as required) of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrowing Agent or the Administrative Agent to determine the withholding or deduction required to be made; and

(D)if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrowing Agent and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrowing Agent or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrowing Agent or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for the purposes of this clause (f)(ii)(D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(iii)Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowing Agent and the Administrative Agent in writing of its legal inability to do so.

(g)Treatment of Certain Refunds. Unless required by Applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01, it shall pay to such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that each Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this clause (g), in no

event will the applicable Recipient be required to pay any amount to such Loan Party pursuant to this clause (g) the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This clause (g) shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to any Loan Party or any other Person.

(h)Special United Kingdom Tax Provisions.

(i)A Lender which is treated as a resident of a jurisdiction having a double taxation agreement with the United Kingdom which makes provision for full or partial exemption from Tax imposed by the United Kingdom on interest and each Borrower which makes a payment to which that Lender is entitled and which would be subject to withholding or deduction for or on account of United Kingdom income tax shall cooperate together in completing any reasonable procedural formalities necessary for and specifically requested by that the Borrowing Agent or the Administrative Agent to obtain authorization to make that payment without such withholding or deduction or at a lower rate of withholding or deduction (as applicable) (except that the Lender shall have no obligation to cooperate by disclosing any information to any Borrower or the Administrative Agent that such Lender in its sole discretion exercised in good faith considers to be confidential information). The Lender shall be required to consult with the Borrowing Agent and the Administrative Agent within the first 60 days after the specific request by the Borrowing Agent or the Administrative Agent (but shall have no obligation to undertake any such procedural formalities (including, without limitation, the submission of any forms to any Governmental Authority)) if the Lender considers that it would be unreasonable or impractical for it to do so.

(ii)Where the Person beneficially entitled to interest payable to a Lender in respect of a Credit Extension hereunder is (A) a company resident in the United Kingdom for United Kingdom tax purposes, (B) a partnership each member of which is (x) a company so resident in the United Kingdom or (y) a company not so resident in the United Kingdom but which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (for the purposes of section 11(2) of the United Kingdom Income and Corporation Taxes Act 1988 or, as the case may be depending on the relevant accounting period, within the meaning of section 19 of the United Kingdom Corporation Tax Act 2009) the whole of any share of interest payable in respect of that Credit Extension that falls to it by reason of sections 114 and 115 of the United Kingdom Income and Corporation Taxes Act 1988 or, as the case may be depending on the relevant accounting period, Part 17 of the United Kingdom Corporation Tax Act 2009, or (C) a company not so resident in the United Kingdom but which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that Credit Extension in computing the chargeable profits (for the purposes of section 11(2) of the United Kingdom Income and Corporation Taxes Act 1988 or, as the case may be depending on the relevant accounting period, within the meaning of section 19 of the United Kingdom Corporation Tax Act 2009) of the company, the applicable Lender shall confirm such fact in writing to the Borrowing Agent or the Administrative Agent on the date on which it becomes a Lender hereunder and shall promptly notify the Borrowing Agent or the Administrative Agent if there is any change in the position from that set out in such confirmation.

(iii)(A) Treaty Lender which becomes a Lender on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in its Administrative Questionnaire; and (B) a Person that becomes a Lender after the Closing Date that is a Treaty Lender that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence, and having done so, that Lender shall be under no obligation pursuant to Section 3.01(h)(i).

(iv)If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with Section 3.01(h)(iii) and:

(A)a Borrower making a payment to that Lender has not made a Borrower DTTP Filing in respect of that Lender; or

(B)a Borrower making a payment to that Lender has made a Borrower DTTP Filing in respect of that Lender but:

(I)that Borrower DTTP Filing has been rejected by HM Revenue & Customs; or

(II)HM Revenue & Customs has not given that Borrower authority to make payments to that Lender without a deduction or withholding for or on account of the applicable Tax within 60 days of the date of the Borrower DTTP Filing;

and in each case, that Borrower has notified that Lender in writing, that Lender and that Borrower shall cooperate in completing any additional procedural formalities necessary for that Borrower to obtain authorization to make payment without a deduction or withholding for or on account of the applicable Tax.

(v)If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with Section 3.01(h)(iii), no Loan Party shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Commitment(s) or its participation in any Loan unless the Lender otherwise agrees.

(vi)A Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of that Borrower DTTP Filing to the Administrative Agent for delivery to the relevant Lender.

(i)Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

3.02 Illegality.

(a)If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to a Relevant Rate, or to determine or charge interest rates based upon a Relevant Rate or to purchase or sell, or to take deposits of, any

Alternative Currency in the applicable interbank market, then, upon notice thereof by such Lender to the Company (through the Administrative Agent), (a) any obligation of such Lender to make or maintain Alternative Currency Loans in the affected currency or currencies or, in the case of Loans denominated in Dollars, to make or maintain Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans shall be, in each case, suspended, and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Term SOFR component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Company that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay all Term SOFR Loans or Alternative Currency Loans, as applicable, in the affected currency or currencies or, if applicable and such Loans are denominated in Dollars, convert all Term SOFR Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of the Base Rate), in each case, immediately, or, in the case of Alternative Currency Term Rate Loans, on the last day of the Interest Period therefor if such Lender may lawfully continue to maintain such Alternative Currency Term Rate Loans to such day and (ii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon SOFR, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Term SOFR component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon SOFR. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.05.

(b)If, in any applicable jurisdiction, the Administrative Agent, the L/C Issuer or any Lender or any Designated Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for the Administrative Agent, the L/C Issuer or any Lender or its applicable Designated Lender to (i) perform any of its obligations hereunder or under any other Loan Document, (ii) to fund, hold a commitment or maintain its participation in any Loan or Letter of Credit or (iii) issue, make, maintain, fund or charge interest or fees with respect to any Credit Extension to any Designated Borrower who is organized under the laws of a jurisdiction other than the United States, a State thereof or the District of Columbia such Person shall promptly notify the Administrative Agent, then, upon the Administrative Agent notifying the Company, and until such notice by such Person is revoked, any obligation of such Person to issue, make, maintain, fund or charge interest or fees with respect to any such Credit Extension shall be suspended, and to the extent required by Applicable Law, cancelled. Upon receipt of such notice, the Loan Parties shall, (A) repay that Person’s participation in the Loans or other applicable Obligations on the last day of the Interest Period for each Loan or other Obligation occurring after the Administrative Agent has notified the Company or, if earlier, the date specified by such Person in the notice delivered to the Administrative Agent (being no earlier than the last day of any applicable grace period permitted by Applicable Law), (B) to the extent applicable to the L/C Issuer, Cash Collateralize that portion of applicable L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized and (C) take all reasonable actions requested by such Person to mitigate or avoid such illegality.

3.03 Inability to Determine Rates.

(a)If in connection with any request for a Term SOFR Loan or an Alternative Currency Loan or a conversion of Base Rate Loans to Term SOFR Loans or a continuation of any of such Loans, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (A) no Successor Rate for the Relevant Rate for the applicable Agreed Currency has been determined in accordance with Section 3.03(b) or Section 3.03(c) and the circumstances under clause (i) of Section 3.03(b) or of Section 3.03(c) or the Scheduled Unavailability Date has occurred with respect to such Relevant Rate (as applicable), or (B) adequate and reasonable means do not otherwise exist for determining the Relevant Rate for the applicable Agreed Currency for any determination date(s) or requested Interest Period, as applicable, with respect to a proposed Term SOFR Loan or an Alternative Currency Loan or in connection with an existing or proposed Base Rate Loan, or (ii) the Administrative Agent or the Required Lenders determine that for any reason that the Relevant Rate with respect to a proposed Loan denominated in an Agreed Currency for any requested Interest Period or determination date(s) does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Company and each Lender.

Thereafter, (x) the obligation of the Lenders to make or maintain Loans in the affected currencies, as applicable, or to convert Base Rate Loans to Term SOFR Loans, shall be suspended in each case to the extent of the affected Alternative Currency Loans or Interest Period or determination date(s), as applicable, and (y) in the event of a determination described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of this Section 3.03(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice.

Upon receipt of such notice, (i) the Borrowers may revoke any pending request for a Borrowing of, or conversion to Term SOFR Loans, or Borrowing of, or continuation of Alternative Currency Loans to the extent of the affected Alternative Currency Loans or Interest Period or determination date(s), as applicable or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount specified therein and (ii) (A) any outstanding Term SOFR Loans shall be deemed to have been converted to Base Rate Loans immediately and (B) any outstanding affected Alternative Currency Loans, at the Company’s election, shall either (1) be converted into a Committed Borrowing of Base Rate Loans denominated in Dollars in the Dollar Equivalent of the amount of such outstanding Alternative Currency Loan immediately, in the case of an Alternative Currency Daily Rate Loan or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan or (2) be prepaid in full immediately, in the case of an Alternative Currency Daily Rate Loan, or at the end of the applicable Interest Period, in the case of an Alternative Currency Term Rate Loan; provided that if no election is made by the Company (x) in the case of an Alternative Currency Daily Rate Loan, by the date that is three Business Days after receipt by the Company of such notice or (y) in the case of an Alternative Currency Term Rate Loan, by the last day of the current Interest Period for the applicable Alternative Currency Term Rate Loan, the Company shall be deemed to have elected clause (1) above.

(b)Replacement of Term SOFR or Successor Rate. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Required Lenders notify the Administrative Agent (with a copy to the Company) that the Required Lenders have determined, that:

(i)adequate and reasonable means do not exist for ascertaining one month, three month and six month interest periods of Term SOFR, including, without limitation, because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or

(ii)CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement identifying a specific date after which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available, or permitted to be used for determining the interest rate of U.S. dollar denominated syndicated loans, or shall or will otherwise cease, provided that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide such interest periods of Term SOFR after such specific date (the latest date on which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no longer available permanently or indefinitely, the “Scheduled Unavailability Date”);

then, on a date and time determined by the Administrative Agent (any such date, the “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Loan Document with Daily Simple SOFR plus the SOFR Adjustment for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “SOFR Successor Rate”).

(iii)If the SOFR Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest payments will be payable on a quarterly basis.

Notwithstanding anything to the contrary herein, (i) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, or (ii) if the events or circumstances of the type described in Section 3.03(b)(i) or (ii) have occurred with respect to the SOFR Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current SOFR Successor Rate in accordance with this Section 3.03 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated credit facilities syndicated and agented in the United States for such alternative benchmark. and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated credit facilities syndicated and agented in the United States for such benchmark. For the avoidance of doubt, any such proposed rate and adjustments, shall constitute a “SOFR Successor Rate”. Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have

delivered to the Administrative Agent written notice that such Required Lenders object to such amendment.

(c)Replacement of Relevant Rate or Successor Rate. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or Required Lenders notify the Administrative Agent (with a copy to the Company) that the Required Lenders have determined, that:

(i)adequate and reasonable means do not exist for ascertaining the Relevant Rate (other than SOFR) for an Agreed Currency (other than Dollars) because none of the tenors of such Relevant Rate (other than SOFR) under this Agreement is available or published on a current basis, and such circumstances are unlikely to be temporary; or

(ii)the Applicable Authority has made a public statement identifying a specific date after which all tenors of the Relevant Rate (other than SOFR) for an Agreed Currency (other than Dollars) under this Agreement shall or will no longer be representative or made available, or permitted to be used for determining the interest rate of syndicated loans denominated in such Agreed Currency (other than Dollars), or shall or will otherwise cease, provided that, in each case, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent that will continue to provide such representative tenor(s) of the Relevant Rate (other than SOFR) for such Agreed Currency (other than Dollars) (the latest date on which all tenors of the Relevant Rate for such Agreed Currency (other than Dollars) under this Agreement are no longer representative or available permanently or indefinitely, the “Scheduled Unavailability Date”);

or if the events or circumstances of the type described in Section 3.03(c)(i) or (ii) have occurred with respect to the Successor Rate then in effect, then, the Administrative Agent and the Company may amend this Agreement solely for the purpose of replacing the Relevant Rate for an Agreed Currency or any then current Successor Rate for an Agreed Currency in accordance with this Section 3.03 with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the U.S. and denominated in such Agreed Currency for such alternative benchmarks, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the U.S. and denominated in such Agreed Currency for such benchmarks (and any such proposed rate, including for the avoidance of doubt, any adjustment thereto, a “Non-SOFR Successor Rate”, and collectively with the SOFR Successor Rate, each a “Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment.

(d)Successor Rate. The Administrative Agent will promptly (in one or more notices) notify the Company and each Lender of the implementation of any Successor Rate.

Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero%, the Successor Rate will be deemed to be zero% for the purposes of this Agreement and the other Loan Documents.

In connection with the implementation of a Successor Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Company and the Lenders reasonably promptly after such amendment becomes effective.

(e)For the purposes of this Section 3.03, those Lenders that either have not made, or do not have an obligation under this Agreement to make, the relevant Loans in the relevant Alternative Currency shall be excluded from any determination of Required Lenders with respect to such Loans.

3.04 Increased Costs.

(a)Increased Costs Generally. If any Change in Law shall:

(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;

(ii)subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

(iii)impose on any Lender or any L/C Issuer or the interbank market any other condition, cost or expense affecting this Agreement, Terms SOFR Loans made by such Lender or Alternative Currency Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuer, the Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

(b)Capital and Liquidity Requirements. If any Lender or any L/C Issuer determines that any Change in Law affecting such Lender or any L/C Issuer or any Lending Office of such Lender or such Lender’s or any L/C Issuer’s holding company, if any, regarding capital or liquidity ratios or requirements has or would have the effect of reducing the rate of return on such Lender’s or such L/C Issuer’s capital or on the capital of such Lender’s or such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level

below that which such Lender or the L/C Issuer or such Lender’s or such L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such L/C Issuer’s policies and the policies of such Lender’s or such L/C Issuer’s holding company with respect to capital adequacy and liquidity), then from time to time the Company will pay (or cause the applicable Designated Borrower to pay) to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or such L/C Issuer’s holding company for any such reduction suffered.

(c)[Reserved].

(d)Certificates for Reimbursement. A certificate of a Lender or an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrowing Agent shall be conclusive absent manifest error. The Company shall pay (or cause the applicable Designated Borrower to pay) such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(e)Delay in Requests. Failure or delay on the part of any Lender or any L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or such L/C Issuer’s right to demand such compensation, provided that no Borrower shall be required to compensate a Lender or any L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such L/C Issuer, as the case may be, notifies the Borrowing Agent of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Company shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any actual loss, or reasonable and documented cost or expense incurred by it as a result of:

(a)any continuation, conversion, payment or prepayment of any Term SOFR or Alternative Currency Term Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b)any failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan (other than a Base Rate Loan) on the date or in the amount notified by the Company or the applicable Designated Borrower;

(c)any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or

(d)any assignment of a Term SOFR Loan or Alternative Currency Term Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Company pursuant to Section 10.13;

including foreign exchange losses and any loss (other than loss of profit or margin) or reasonable and documented expenses arising from the liquidation or reemployment of funds obtained by it to maintain such Loan, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Company shall also pay (or cause the applicable Designated Borrower to pay) any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Company (or the applicable Designated Borrower) to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Term SOFR Loan or Alternative Currency Term Rate Loan made by it at the Term SOFR or Alternative Currency Term Rate, as applicable, for such Loan by a matching deposit or other borrowing in the applicable offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Term SOFR Loan or Alternative Currency Term Rate Loan was in fact so funded.

3.06 Mitigation Obligations; Replacement of Lenders.

(a)Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or requires any Borrower to pay any Indemnified Taxes or additional amounts to any Lender, any L/C Issuer or any Governmental Authority for the account of any Lender or any L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrowing Agent such Lender or such L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or such L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or such L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or such L/C Issuer, as the case may be. The Company hereby agrees to pay (or to cause the applicable Designated Borrower to pay) all reasonable costs and expenses incurred by any Lender or any L/C Issuer in connection with any such designation or assignment.

(b)Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if any Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a), the Company may replace such Lender in accordance with Section 10.13.

3.07 Survival. All of the Borrowers’ obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder and resignation of the Administrative Agent.

ARTICLE IV.
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01 Conditions of Initial Credit Extension. The effectiveness of this Agreement as an amendment and restatement of the Existing Agreement is subject to satisfaction of the following conditions precedent:

(a)The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a

Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials or certain opinions of local counsel to Foreign Subsidiaries, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:

(i)executed counterparts of this Agreement and the Guaranties, sufficient in number for distribution to the Administrative Agent, each Lender and the Company;

(ii)Revolving Notes executed by the Borrowers in favor of each Lender requesting a Revolving Note;

(iii)a certificate of a Responsible Officer of each Loan Party certifying as to the incumbency and genuineness of the signature of each officer of such Loan Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such Loan Party and all amendments thereto, (B) the bylaws or other governing document of such Loan Party as in effect on the Closing Date, (C) resolutions duly adopted by the board of directors (or other governing body) of such Loan Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and (D) each certificate required to be delivered pursuant to Section 4.01(a)(iv);

(iv)certificates as of a recent date of the good standing (or its equivalent) of each Loan Party under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable;

(v)opinions of counsel and local counsel, as applicable, to the Company and each Designated Borrower, addressed to the Administrative Agent and each Lender (or, in the case of certain opinions of local counsel to Foreign Subsidiaries, addressed to the Administrative Agent), as to the matters concerning the Company or such Designated Borrower, as applicable, and the Loan Documents as the Administrative Agent may reasonably request and in form and substance, including as to exceptions and qualifications, reasonably acceptable to the Administrative Agent;

(vi)opinions of counsel and local counsel, as applicable, to such other Loan Parties, addressed to the Administrative Agent and each Lender (or, in the case of certain opinions of local counsel to Foreign Subsidiaries, addressed to the Administrative Agent), as to the matters concerning such Loan Parties and the Loan Documents as the Administrative Agent may reasonably request and in form and substance, including as to exceptions and qualifications, reasonably acceptable to the Administrative Agent, to the extent necessary to satisfy the Opinion Loan Party Threshold as of the Closing Date;

(vii)a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required from Governmental Authorities or other Persons in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect and shall not be subject to any conditions that are not acceptable to the Lenders), or (B) stating that no such consents, licenses or approvals are so required;

(viii)a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;

(ix)evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;

(x)[reserved];

(xi)a certificate of a Responsible Officer of the Company as to the satisfaction of the Loan Party Threshold and the Opinion Loan Party Threshold, together with a calculation as of September 1, 2019 as to such thresholds and the satisfaction thereof in form and detail satisfactory to the Administrative Agent;

(xii)(A) Upon the reasonable request of any Lender made at least 3 days prior to the Closing Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Closing Date and (B) at least 2 days prior to the Closing Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party; and

(xiii)such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.

(b)Any fees required to be paid on or before the Closing Date shall have been paid.

(c)Unless waived by the Administrative Agent, the Company shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent).

Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

4.02 Conditions to all Credit Extensions. The obligation of each L/C Issuer and each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Term SOFR Loans or Alternative Currency Term Rate Loans) is subject to the following conditions precedent:

(a)The representations and warranties of (i) the Borrowers contained in Article V and (ii) each Loan Party contained in each other Loan Document or in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.

(b)No Default shall exist, or would result from such proposed Credit Extension or the application of the proceeds thereof.

(c)The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

(d)If the applicable Borrower is a Designated Borrower, then the conditions of Section 2.14 to the designation of such Borrower as a Designated Borrower shall have been met to the satisfaction of the Administrative Agent.

(e)In the case of a Credit Extension to be denominated in an Alternative Currency, such currency remains an Eligible Currency.

(f)There shall be no impediment, restriction, limitation or prohibition imposed under Law or by any Governmental Authority, as to the proposed financing under this Agreement or the repayment thereof or as to rights created under any Loan Document or as to application of the proceeds of the realization of any such rights.

Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Term SOFR or Alternative Currency Term Rate Loans) submitted by the Borrowing Agent shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V.
REPRESENTATIONS AND WARRANTIES

Each Borrower represents and warrants to the Administrative Agent and the Lenders that:

5.01 Existence, Qualification and Power. Each Loan Party (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all

necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person's Organization Documents; (b) conflict with or result in any breach or contravention of in any material respect, or the creation of any Lien (other than Liens permitted under Section 7.01) under, or require any payment to be made under (i) any Contractual Obligation (including any Material Contract) to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law in any material respect.

5.03 Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document.

5.04 Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms.

5.05 Financial Statements; No Material Adverse Effect.

(a)The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for Taxes, material commitments and Indebtedness.

(b)The unaudited consolidated balance sheet of the Company and its Subsidiaries and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter most recently ended (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.

(c)Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

(d)The consolidated forecasted balance sheet and statements of income and cash flows of the Company and its Subsidiaries delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Company’s best estimate of its future financial condition and performance.

5.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Company after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Company or any of its

Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

5.07 No Default. Neither any Loan Party nor any Subsidiary thereof is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

5.08 Ownership of Property; Liens. Each of the Company and each Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for Liens permitted by Section 7.01 and such other defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the Company and its Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01.

5.09 Environmental Compliance. The Company and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Company has reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.10 Insurance. The properties of the Company and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Company, in such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Company or the applicable Subsidiary operates.

5.11 Taxes. The Company and its Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against the Company or any Subsidiary that would have or would reasonably be expected to have a Material Adverse Effect other than what is included in any financial statements filed with the SEC prior to the Closing Date. Neither any Loan Party nor any Subsidiary thereof is party to any tax sharing agreement.

5.12 ERISA/Employee Benefit Plan Compliance.

(a)Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the IRS. To the best knowledge of the Company, nothing has occurred that would prevent or cause the loss of such tax-qualified status.

(b)There are no pending or, to the best knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(c)(i) No ERISA Event has occurred, and neither the Company nor any ERISA Affiliate is aware, to the best knowledge of the Company, of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan or Multiemployer Plan; (ii) the Company and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither the Company nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) neither the Company nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (v) neither the Company nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan.

(d)With respect to each scheme or arrangement mandated by a government other than the United States (a “Foreign Government Scheme or Arrangement”) and with respect to each employee benefit plan maintained or contributed to by any Loan Party or any Subsidiary of any Loan Party that is not subject to United States law (a “Foreign Plan”):

(i)any employer and employee contributions required by law or by the terms of any Foreign Government Scheme or Arrangement or any Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices;

(ii)for each Foreign Plan which is funded, the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the date hereof, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable generally accepted accounting principles, and the liability with respect to a Foreign Plan is reflected in accordance with applicable generally accepted accounting principles on the financial statements of the Company or Subsidiary, as the case may be;

(iii)for each Foreign Plan which is not funded, the obligations of such Foreign Plans are properly accrued and reported; and

(iv)each Foreign Plan has been maintained in substantial compliance with its terms and with the requirements of all Applicable Law, and each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities.

5.13 Subsidiaries; Equity Interests; Loan Parties. As of the Closing Date, the Company has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Person(s) in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens. As of the Closing Date, no Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. Part (c) of Schedule 5.13 sets forth as of the Closing Date a complete and accurate list of all Loan Parties, showing as of the Closing Date (as to each Loan Party) the jurisdiction of its organization, the address of its principal place of business and, to the extent provided on such Schedule, its U.S. taxpayer identification number or, in the case of any Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its organization. All of the outstanding Equity Interests in the Company have been validly issued and are fully paid and nonassessable.

5.14 Margin Regulations; Investment Company Act.

(a)No Borrower is engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. Following the application of the proceeds of each Borrowing or the drawing under each Letter of Credit, not more than 25% of the value of the assets (either of the Borrowers only or of the Borrowers and their Subsidiaries on a consolidated basis) subject to the provisions of Section 7.01 or Section 7.05 or subject to any restriction contained in any agreement or instrument between any Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of Section 8.01(e) will be margin stock.

(b)None of the Company, any Person Controlling the Company, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

5.15 Disclosure. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Company represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

5.16 Compliance with Laws. Each Loan Party and each Subsidiary thereof is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

5.17 Intellectual Property; Licenses, Etc. Except where the failure to do so would not, taken as a whole, reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiaries own, license or otherwise possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently

conducted, without infringing the rights of any other Person. To the knowledge of the Company, (a) there are no sublicenses of the Trademark Licenses to any third parties not related to the Company and (b) no slogan or other advertising device, product, process, method, substance, part or other material now employed, by the Company or any Subsidiary infringes upon any rights held by any other Person that could reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Company, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Schedule 5.17 sets forth a complete and accurate list of all Trademark Licenses.

5.18 [Reserved].

5.19 Solvency. Each Loan Party is, individually and together with its Subsidiaries on a consolidated basis, Solvent.

5.20 Casualty, Etc. Neither the businesses nor the properties of any Loan Party or any of its Subsidiaries are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.21 Material Contracts. Schedule 5.21 sets forth a complete and accurate list of all Material Contracts of each Loan Party and each Subsidiary thereof in effect as of the Closing Date. Other than as set forth in Schedule 5.21, as of the Closing Date, each such Material Contract is, and after giving effect to the consummation of the transactions contemplated by the Loan Documents will be, in full force and effect in accordance with the terms thereof. To the extent requested by the Administrative Agent, each Loan Party and each Subsidiary thereof has delivered to the Administrative Agent a true and complete copy of each Material Contract listed on Schedule 5.21. No Loan Party nor any Subsidiary thereof (nor, to its knowledge, any other party thereto) is in breach of or in default under any Material Contract that could reasonably be expected to have a Material Adverse Effect.

5.22 [Reserved].

5.23 Representations as to Foreign Obligors. With respect to each Foreign Obligor:

(a)Such Foreign Obligor is subject to civil and commercial Laws with respect to its obligations under this Agreement and the other Loan Documents to which it is a party (collectively as to such Foreign Obligor, the “Applicable Foreign Obligor Documents”), and the execution, delivery and performance by such Foreign Obligor of the Applicable Foreign Obligor Documents constitute and will constitute private and commercial acts and not public or governmental acts. Neither such Foreign Obligor nor any of its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which such Foreign Obligor is organized and existing in respect of its obligations under the Applicable Foreign Obligor Documents.

(b)The Applicable Foreign Obligor Documents are in proper legal form under the Laws of the jurisdiction in which such Foreign Obligor is organized and existing for the enforcement thereof against such Foreign Obligor under the Laws of such jurisdiction, and to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Documents. It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Documents that the Applicable Foreign Obligor Documents be filed,

registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Foreign Obligor is organized and existing or that any registration charge or stamp or similar tax be paid on or in respect of the Applicable Foreign Obligor Documents or any other document, except for (i) any such filing, registration, recording, execution or notarization as has been made or is not required to be made until the Applicable Foreign Obligor Document or any other document is sought to be enforced and (ii) any charge or tax as has been timely paid.

(c)There is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any Governmental Authority in or of the jurisdiction in which such Foreign Obligor is organized and existing either (i) on or by virtue of the execution or delivery of the Applicable Foreign Obligor Documents or (ii) on any payment to be made by such Foreign Obligor pursuant to the Applicable Foreign Obligor Documents, except as has been disclosed to the Administrative Agent.

(d)The execution, delivery and performance of the Applicable Foreign Obligor Documents executed by such Foreign Obligor are, under applicable foreign exchange control regulations of the jurisdiction in which such Foreign Obligor is organized and existing, not subject to any notification or authorization except (i) such as have been made or obtained or (ii) such as cannot be made or obtained until a later date (provided that any notification or authorization described in clause (ii) shall be made or obtained as soon as is reasonably practicable).

5.24 Sanctions Concerns and Anti-Corruption Laws.

(a)Sanctions Concerns. No Loan Party, nor any Subsidiary, nor, to the knowledge of the Loan Parties and their Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority or (iii) located, organized, operating or resident in a Designated Jurisdiction. The Loan Parties and their Subsidiaries have instituted and maintained policies and procedures designed to promote and achieve compliance with Sanctions.

(b)Anti-Corruption Laws. The Loan Parties and their Subsidiaries have conducted their business in compliance, in all material respects, with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

5.25 EEA Financial Institutions. No Loan Party is an EEA Financial Institution.

5.26 Borrower ERISA Status. The Borrower is not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments.

5.27 Beneficial Ownership. As of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

5.28 Covered Entity. No Loan Party is a Covered Entity.

ARTICLE VI.
AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Company shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) cause each Subsidiary to:

6.01 Financial Statements. Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent:

(a)(i) as soon as available, but in any event within 90 days after the end of each fiscal year of the Company (or, if earlier, 15 days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)) (commencing with the fiscal year ending on December 27, 2019), a consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and (ii) as soon as available, but in any event within 90 days after a request therefor by the Administrative Agent (or, if such request is made prior to the end of the applicable fiscal year for which such request is made, within 90 days after the end of such fiscal year), evidence that the Loan Party Threshold is satisfied as of the last day of each fiscal year of the Company;

(b)as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company (or, if earlier, 5 days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)) (commencing with the third quarter of 2019), a consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations for such fiscal quarter and for the portion of the Company’s fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the Company’s fiscal year then ended, in each case setting forth in each case in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified by the chief executive officer, chief financial officer, treasurer or controller of the Company as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Company and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; and

(c)as soon as available, but in any event within 45 days after the end of each fiscal year of the Company, forecasts prepared by management of the Company, in the form currently used by the Company, of consolidated balance sheets and statements of income or operations and cash flows of the Company and its Subsidiaries on a monthly basis for the immediately following fiscal year (including the fiscal year in which the Maturity Date occurs).

As to any information contained in materials furnished pursuant to Section 6.02(d), the Company shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing

shall not be in derogation of the obligation of the Company to furnish the information and materials described in clauses (a) and (b) above at the times specified therein.

6.02 Certificates; Other Information. Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent:

(a)concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default under the Financial Covenants or, if any such Default shall exist, stating the nature and status of such event (it being acknowledged that the form of such certificate which has been delivered prior to the Closing Date under the Existing Agreement is acceptable for purposes of satisfying the delivery requirement set forth in this clause (a));

(b)concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Company (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes);

(c)promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports or management letters submitted to the board of directors (or the audit committee of the board of directors) of the Company by independent accountants in connection with the accounts or books of the Company or any Subsidiary, or any audit of any of them;

(d)promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Company, and copies of all annual, regular, periodic and special reports and registration statements which the Company may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(e)promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party or any Subsidiary thereof pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02; and

(f)promptly, and in any event within five Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof;

(g)promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act and the Beneficial Ownership Regulation;

(h)promptly, and in any event within five Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of all default notices received by any Loan Party or any of its Subsidiaries under or pursuant to any Material Contract; and

(i)promptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Each Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger may, but shall not be obligated to, make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to any of the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, such Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to such Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”. Notwithstanding the foregoing, no Borrower shall be under any obligation to mark any Borrower Materials “PUBLIC.”

6.03 Notices. Promptly notify the Administrative Agent and each Lender (in each case, after a Responsible Officer of any Loan Party receives notice or obtains knowledge thereof):

(a)of the occurrence of any Default;

(b)of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of the Company or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Company or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Company or any Subsidiary, including pursuant to any applicable Environmental Laws;

(c)of the occurrence of any ERISA Event; and

(d)of any material change in accounting policies or financial reporting practices by the Company or any Subsidiary, including any determination by the Company referred to in Section 2.10(b).

Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Borrowing Agent setting forth details of the occurrence referred to therein and stating what action the Loan Parties have taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

6.04 Payment of Obligations. Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property; and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.

6.05 Preservation of Existence, Etc. Except as permitted by Section 7.04, preserve and maintain its existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided that none of the Borrowers nor any of their Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the board of directors (or other equivalent governing body) of such Borrower or such Subsidiary, as the case may be, shall determine that the preservation and maintenance thereof is no longer desirable in the conduct of its business and that the loss thereof is not disadvantageous in any material respect to any Borrower, any Subsidiary, the Administrative Agent or the Lenders; and provided further that any Borrower or any of its Subsidiaries may change its jurisdiction of organization or incorporation if (i) the board of directors (or other equivalent governing body) of such Person shall determine it to be in the best interests of such Person, (ii) such change, in the reasonable determination of the Administrative Agent, does not have an adverse impact on any Lien securing the Guaranteed Obligations, the perfection or priority of any such Lien, any obligation of the Company under Section 6.12, any Guaranteed Obligation, or any other right or remedy provided to the Administrative Agent under any Loan Document, (iii) such jurisdiction is neither (x) one in which any Lender or the L/C Issuer is under Applicable Law prohibited from or restricted in making Loans or issuing Letters of Credit nor (y) a Designated Jurisdiction, and (iv) the Administrative Agent receives at least 30 days’ (or such shorter period approved by the Administrative Agent) prior written notice of such change, and upon the effectiveness thereof, all supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, that it may request to continue to receive the same benefits of the Loan Documents immediately prior to such change.

6.06 Maintenance of Properties. (a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

6.07 Maintenance of Insurance. Maintain with financially sound and reputable insurance companies not Affiliates of the Company, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance compatible with the following standards) as are customarily carried (except for certain locations and/or assets wherein the Company may from time to time choose to be self-insured) under similar circumstances by such other Persons.

6.08 Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

6.09 Books and Records. Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Company or such Subsidiary, as the case may be.

6.10 Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Company (which such expenses shall be reasonable and evidenced by reasonably detailed invoices delivered to the Company) and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrowing Agent; provided, however, that so long as no Event of Default has occurred and is continuing, the Company shall only be required to reimburse the Administrative Agent and the Lenders for the cost of one visit and examination per fiscal year of the Company; provided, further, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Company (which such expenses shall be reasonable and evidenced by reasonably detailed invoices delivered to the Company) at any time during normal business hours and without advance notice.

6.11 Use of Proceeds. Use the proceeds of the Credit Extensions for Permitted Acquisitions, working capital and general corporate purposes (including the financing of any ships and shipping vessels) not in contravention of any Law or of any Loan Document.

6.12 Covenant to Guarantee Obligations.

(a)Notify the Administrative Agent concurrently with the delivery of any Compliance Certificate delivered hereunder whether the Loan Party Threshold is satisfied (each such date of notice, the “Notice Date”), and promptly thereafter (and in any event within thirty (30) days after such delivery,

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as such time period may be extended by the Administrative Agent in its sole discretion), if and to the extent necessary to satisfy the Loan Party Threshold as of such Notice Date, cause one or more Non-Guarantor Subsidiaries to become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed Subsidiary Guaranty Agreement (or a joinder to a previously delivered Subsidiary Guaranty Agreement, if appropriate).

(b)If other than pursuant to subsection (a) above, a Non-Guarantor Subsidiary becomes a Subsidiary Guarantor and delivers any of the documentation referenced in such subsections, concurrently with the delivery of such documentation, the Company will cause such Non-Guarantor Subsidiary to deliver to the Administrative Agent documents of the types referred to in clauses (iii), (iv) and (vi) of Section 4.01(a) and, unless waived by the Administrative Agent, opinions of counsel and local counsel, addressed to the Administrative Agent and each Lender, as to the matters concerning each Loan Party and the Loan Documents to which it is a party as the Administrative Agent may reasonably request, which such opinions shall be in form and substance, including as to exceptions and qualifications, reasonably acceptable to the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

6.13 Compliance with Environmental Laws. Comply, and use commercially reasonably efforts to cause all lessees and other Persons operating or occupying its properties to comply, in all material respects, with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties; and conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws; provided, however, that neither the Company nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.

6.14 Preparation of Environmental Reports. In the event an Environmental Action occurs or is issued to any of the Loan Parties which could reasonably be expected to have a Material Adverse Effect, at the request of the Required Lenders from time to time, provide to the Lenders within 60 days after such request, at the expense of the Borrowers, an environmental site assessment report for any of its properties described in such request, prepared by an environmental consulting firm acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous Materials on such properties; without limiting the generality of the foregoing, if the Administrative Agent determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the Company, and the Company hereby grants and agrees to cause any Subsidiary that owns any property described in such request to grant at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment; provided that in no event shall the Administrative Agent require the preparation and delivery of any environmental site assessment report for the property of Del Monte Fresh Produce (Hawaii) Inc., which is subject to an Administrative Order Consent effective as of September 28, 1995.

6.15 Further Assurances. Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do,

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execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents and (ii) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Guaranteed Parties the rights granted or now or hereafter intended to be granted to the Guaranteed Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so.

6.16 Compliance with Terms of Leaseholds. Make all payments and otherwise perform all material obligations in respect of all material leases of real property to which the Company or any of its Subsidiaries is a party, keep such leases in full force and effect and not allow such leases to lapse or be terminated or any rights to renew such leases to be forfeited or cancelled if such occurrence could reasonably be expected to have a Material Adverse Effect, notify the Administrative Agent of any default by any party with respect to such leases and cooperate with the Administrative Agent in all respects to cure any such default, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect.

6.17 Material Contracts. Perform and observe all material terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms.

6.18 Approvals and Authorizations. Maintain all authorizations, consents, approvals and licenses from, exemptions of, and filings and registrations with, each Governmental Authority of the jurisdiction in which each Foreign Obligor is organized and existing, and all approvals and consents of each other Person in such jurisdiction, in each case that are required in connection with the Loan Documents.

6.19 Maintenance of Assets with Opinion Loan Parties. Maintain at all times at least 50% of the Consolidated Total Assets with Opinion Loan Parties (such percentage, the “Opinion Loan Party Threshold”) (it being understood that for purposes of satisfying the Opinion Loan Party Threshold, the Person directly owning the relevant assets shall be required to be an Opinion Loan Party) and, upon the request of the Administrative Agent, deliver to the Administrative Agent within ten (10) Business Days of such request, a certificate evidencing to the Administrative Agent’s reasonable satisfaction the Company’s compliance with the Opinion Loan Party Threshold.

6.20 Trademark Licenses. At all times maintain each Trademark License with the Trademark Subsidiaries and maintain each Trademark Subsidiary as a Loan Party.

6.21 Anti-Corruption Laws. Conduct its business in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other applicable anti-corruption legislation in other jurisdictions and with all applicable Sanctions, and maintain policies and procedures designed to promote and achieve compliance with such laws and Sanctions.

6.22 Approvals and Authorizations. Maintain all authorizations, consents, approvals and licenses from, exemptions of, and filings and registrations with, each Governmental Authority of the jurisdiction in which each Foreign Obligor is organized and existing, and all approvals and consents of

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each other Person in such jurisdiction, in each case that are required in connection with the Loan Documents.

6.23 Pari Passu Ranking. Ensure that the payment obligations of the Loan Parties under the Loan Documents rank and continue to rank at least pari passu with the claims of all of the Loan Parties’ other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

ARTICLE VII.
NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Company shall not, (and except in the case of Section 7.17) nor shall it permit any Subsidiary to, directly or indirectly:

7.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a)Liens pursuant to any Loan Document;

(b)Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);

(c)Liens for Taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d)carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;

(e)pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance, social security legislation or similar legislation, other than any Lien imposed by ERISA;

(f)deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(g)easements, rights-of-way, zoning restrictions, restrictions on the use of property, minor imperfections in title and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

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(h)Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);

(i)Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition;

(j)Liens securing Indebtedness permitted under Section 7.03(f);

(k)Liens on property (i) of any Subsidiary which are in existence at the time that such Subsidiary is acquired pursuant to a Permitted Acquisition and (ii) of the Company or any of its Subsidiaries existing at the time such tangible property or tangible assets are purchased or otherwise acquired by the Company or such Subsidiary pursuant to a transaction permitted pursuant to this Agreement and any renewals or extensions thereof, provided that (A) the property covered thereby is not changed, (B) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(g), (C) the direct or any contingent obligor with respect thereto is not changed, and (D) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(g); provided further that, with respect to each of the foregoing clauses (i) and (ii), (1) such Liens are not incurred in connection with, or in anticipation of, such Permitted Acquisition, purchase or other acquisition, (2) such Liens are applicable only to specific property acquired in connection with such Permitted Acquisition, purchase or other acquisition, (3) such Liens are not “blanket” or all asset Liens, (4) such Liens do not attach to any other property of the Company or any of its Subsidiaries and (5) the Indebtedness secured by such Liens is permitted under Section 7.03(g)); and

(l)the interests of lessors in any property leased by the Company or any of its Subsidiaries;

provided, however, that, notwithstanding the foregoing, in no event shall the Company or any Subsidiary create, incur, assume or suffer to exist any Lien upon any of its accounts receivable or inventory, whether now owned or hereafter acquired, other than the Liens described in the foregoing clauses (a) and (c) of this Section 7.01.

7.02 Investments. Make any Investments, except:

(a)Investments held by the Company or such Subsidiary in the form of Cash Equivalents or Swap Contracts as permitted hereunder;

(b)advances to officers, directors and employees of the Company and Subsidiaries (i) in an aggregate amount not to exceed an amount equal to $1,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes and (ii) in respect of the provision of employee housing in the ordinary course of business as presently conducted and consistent with past practices;

(c)Investments existing on the Closing Date in Subsidiaries existing on the Closing Date;

(d)Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 7.02;

(e)Investments made after the Closing Date by any Loan Party in any other Loan Party; provided that at the time of each such Investment the Opinion Loan Party Threshold would continue to be

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satisfied as if measured on the date of such Disposition and after giving effect thereto and, with respect to any such Investment in excess of an amount equal to $20,000,000, no later than five (5) Business Days prior to the proposed date of making such Investment, the Company shall have delivered to the Administrative Agent satisfactory written evidence demonstrating such satisfaction of the Opinion Loan Party Threshold;

(f)Investments made after the Closing Date by any Non-Guarantor Subsidiary in any other Non-Guarantor Subsidiary; and

(g)Investments made after the Closing Date by any Non-Guarantor Subsidiary in any Loan Party;

(h)Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(i)Guarantees permitted by Section 7.03;

(j)Investments made after the Closing Date by any Loan Party in any Persons that are not (and do not as a result of such Investment become) Subsidiaries or are less than wholly-owned Non-Guarantor Subsidiaries in an aggregate outstanding amount not to exceed at any time an amount equal to $100,000,000; provided that at the time of each such Investment, (i) no Default shall have occurred and be continuing or would be caused by such Investment, (ii) the Company and its Subsidiaries are in Pro Forma Compliance (determined as of the date of such Investment) with the Financial Covenants and, with respect to any such Investment in an aggregate amount in excess of an amount equal to $10,000,000, no later than five (5) Business Days prior to the proposed date of making such Investment, the Company shall have delivered to the Administrative Agent satisfactory written evidence demonstrating such compliance and (iii) each of the Loan Party Threshold and the Opinion Loan Party Threshold would continue to be satisfied as if measured on the date of such Investment and after giving effect thereto and, with respect to any such Investment in excess of an amount equal to $20,000,000, no later than five (5) Business Days prior to the proposed date of making such Investment, the Company shall have delivered to the Administrative Agent satisfactory written evidence demonstrating such satisfaction of the Loan Party Threshold and the Opinion Loan Party Threshold;

(k)Investments (other than Acquisitions) made after the Closing Date by any Loan Party in any wholly-owned Non-Guarantor Subsidiary; provided that (i) at the time of each such Investment, (A) no Default shall have occurred and be continuing or would be caused by such Investment, (B) the Company and its Subsidiaries are in Pro Forma Compliance (determined as of the date of such Investment) with the Financial Covenants and, with respect to any such Investment in an aggregate amount in excess of an amount equal to $100,000,000, no later than five (5) Business Days prior to the proposed date of making such Investment, the Company shall have delivered to the Administrative Agent satisfactory written evidence demonstrating such compliance and (C) each of the Loan Party Threshold and the Opinion Loan Party Threshold would continue to be satisfied as if measured on the date of such Investment and after giving effect thereto and, with respect to any such Investment in excess of an amount equal to $20,000,000, no later than five (5) Business Days prior to the proposed date of making such Investment, the Company shall have delivered to the Administrative Agent satisfactory written evidence demonstrating such satisfaction of the Loan Party Threshold and the Opinion Loan Party Threshold and (ii) any Investments in the form of loans or advances (other than trade payables incurred in the ordinary

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course of business) made between any Loan Party and any wholly-owned Non-Guarantor Subsidiary pursuant to this clause (k), if in a principal amount of $5,000,000 or more, shall be evidenced by a demand note in form and substance reasonably satisfactory to the Administrative Agent;

(l)Investments made after the Closing Date by the Company or any Subsidiary in the form of Acquisitions to the extent that any Person or property acquired in such Acquisition becomes a part of, or any Person acquired in such Acquisition becomes, a Subsidiary; provided that (i) at the time of each such Investment, (A) no Default shall have occurred and be continuing or would be caused by such Investment (including any violation of Section 7.07), (B) the Company and its Subsidiaries are in Pro Forma Compliance (determined as of the date of such Investment) with the Financial Covenants and, with respect to any such Investment in an aggregate amount in excess of an amount equal to $100,000,000, no later than five (5) Business Days prior to the proposed date of making such Investment, the Company shall have delivered to the Administrative Agent satisfactory written evidence demonstrating such compliance and (C) each of the Loan Party Threshold and the Opinion Loan Party Threshold would continue to be satisfied as if measured on the date of such Investment and after giving effect thereto and, with respect to any such Investment in excess of an amount equal to $20,000,000, no later than five (5) Business Days prior to the proposed date of making such Investment, the Company shall have delivered to the Administrative Agent satisfactory written evidence demonstrating such satisfaction of the Loan Party Threshold and the Opinion Loan Party Threshold and (ii) such Acquisition has been approved by the board of directors (or other equivalent governing body) of the Person, or of the Person whose assets, are being acquired and is “non-hostile”; and

(m)crop-related grower advances with respect to fresh produce growers made in the ordinary course of business and consistent with past practices of any Borrower or any of its Subsidiaries, as the case may be.

7.03 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

(a)Indebtedness under the Loan Documents;

(b)Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate;

(c)unsecured intercompany Indebtedness (i) owed by any Loan Party (other than the Company) to another Loan Party, (ii) owed by any Loan Party to any Non-Guarantor Subsidiary (provided that such Indebtedness shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent), (iii) owed by any Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary and (iv) owed by any Non-Guarantor Subsidiary to any Loan Party to the extent permitted pursuant to Section 7.02(k);

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(d)obligations (contingent or otherwise) of the Company or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;

(e)Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed an amount equal to $200,000,000;

(f)secured Indebtedness not otherwise permitted by this Section 7.03; provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed an amount equal to $50,000,000;

(g)Indebtedness of (i) a Person existing at the time such Person became a Subsidiary in connection with any Permitted Acquisition or (ii) the Company or any Subsidiary assumed in connection with the purchase or other acquisition of tangible property or tangible assets pursuant to a transaction permitted pursuant to this Agreement; provided that, with respect to each of the foregoing clauses (i) and (ii), (A) such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such purchase or other acquisition, (B) neither the Company nor any Subsidiary (other than such Person or the Person that acquires such tangible property or tangible assets) shall have any liability or other obligation with respect to such Indebtedness and (C) the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed an amount equal to $50,000,000, and any refinancings, refundings, renewals or extensions thereof; provided that (x) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (y) the terms relating to principal amount, amortization, maturity, and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate;

(h)[Reserved];

(i)unsecured Indebtedness of the Company or any of its Subsidiaries; provided that (i) in the case of each incurrence of any such Indebtedness, (A) no Default shall have occurred and be continuing or would be caused by such incurrence and (B) the Company and its Subsidiaries are in Pro Forma Compliance (determined as of the date of such Investment) with the Financial Covenants and, with respect to any such Indebtedness in an aggregate principal amount in excess of an amount equal to $100,000,000, no later than five (5) Business Days prior to the proposed date of incurring such Indebtedness, the Company shall have delivered to the Administrative Agent satisfactory written evidence demonstrating such compliance, (ii) no such Indebtedness shall mature or have any required repayment or prepayment of principal, amortization, mandatory redemption or sinking fund obligation (other than

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customary mandatory repayment or offers to purchase in connection with a change in control or asset sale that requires payment in full of the Obligations), in each case, prior to the date that is six (6) months after the Maturity Date, (iii) no such Indebtedness shall be cross-defaulted to the Indebtedness under the Loan Documents (although such Indebtedness may be cross-accelerated to the Indebtedness under the Loan Documents) and (iv) no such Indebtedness shall have events of default or financial covenants that are more restrictive or burdensome than the covenants set forth in the Loan Documents;

(j)unsecured Guarantees by any Subsidiary of the Company in respect of Indebtedness of the Company permitted under clause (i) above; provided that (A) no Guarantee of such Indebtedness shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Guaranteed Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations provided by the Subsidiary Guarantors on terms at least as favorable to the Guaranteed Parties as those contained in the subordination of such Indebtedness;

(k)other direct and indirect Guarantees (other than the Guarantees referred to in clause (j) above) of Indebtedness of other Persons not to exceed an amount equal to $50,000,000 in the aggregate; and

(l)endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business.

Notwithstanding anything in this Section 7.03 to the contrary, no Trademark Subsidiary will, nor shall the Company or any of its Subsidiaries permit or cause any Trademark Subsidiary to, create, incur, assume or suffer to exist any Indebtedness (other than Indebtedness under the Loan Documents to which it is a party).

7.04 Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, except that:

(a)the Company may be a party to a merger or consolidation (including by means of a scheme of arrangement) with one or more newly formed “shell entities” for the purposes of (i) changing its jurisdiction of organization or incorporation as permitted by Section 6.05 and/or (ii) becoming a wholly-owned Subsidiary of a holding company organized in another jurisdiction if, immediately following such merger or consolidation, all of the outstanding shares of such holding company are owned (in substantially the same percentages) by the Persons who had been shareholders of the Company immediately prior to such merger or consolidation, so long as in either case (A) no Default then exists or is caused thereby, (B) in the reasonable determination of the Administrative Agent, such merger or consolidation does not have an adverse impact on any Lien securing the Guaranteed Obligations, the perfection or priority of any such Lien, any obligation of the Company under Section 6.12, any Guaranteed Obligation, or any other right or remedy provided to the Administrative Agent under any Loan Document, (C) if the Company (x) is not the surviving Person of any such merger or (y) is a party to any such consolidation, the surviving Person of such merger or Person formed by such consolidation, as the case may be (such Person, the “Successor Entity”), shall assume, in a manner reasonably satisfactory to the Administrative Agent, the obligations of the Company under the Loan Documents to which the Company was a party, (D) unless otherwise agreed to by the Administrative Agent and all of the Lenders in writing, the jurisdiction of organization or incorporation of the Company (if it is the surviving Person) or the Successor Entity, as the case may be, is neither (x) one in which any Lender or the L/C Issuer is under Applicable Law prohibited from or restricted in making Loans or issuing Letters of Credit at such

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time nor (y) a Designated Jurisdiction, and (E) the Administrative Agent receives at least 30 days’ (or such shorter period approved by the Administrative Agent) prior written notice of such event, and upon the effectiveness thereof, all supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Administrative Agent, that it may reasonably request to continue to receive the same benefits of the Loan Documents immediately prior to such change; and

(b)any direct or indirect Subsidiary of the Company may merge into or consolidate with the Company or any other Subsidiary (direct or indirect) of the Company, but only if, in the case of this clause (b):

(i)except as permitted by clause (a) above, in the case of any such merger or consolidation of a wholly-owned Subsidiary of any Borrower and any other Subsidiary, the Person surviving such merger or formed by such consolidation shall be a wholly-owned Subsidiary of such Borrower;

(ii)except as permitted by clause (a) above, in the case of any such merger or consolidation of any other Subsidiary of a Borrower, the Person surviving such merger or formed by such consolidation shall be a Subsidiary of such Borrower;

(iii)if the Company is a party to any such merger or consolidation, the Company shall be the continuing or surviving Person; and

(iv)except in the case of the foregoing clause (iii), if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor shall be the continuing or surviving Person unless following such merger or consolidation the Company and its Subsidiaries would continue to be in compliance with each of the Loan Party Threshold and the Opinion Loan Party Threshold;

provided, however, that (x) in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and the Administrative Agent shall have received written notice of any such merger or consolidation pursuant to this clause (b) not later than 30 days (or such shorter period as may be reasonably acceptable to the Administrative Agent) prior to the effectiveness thereof if such merger or consolidation involves a Loan Party and (y) unless otherwise agreed to by the Administrative Agent and all of the Lenders in writing, in no event shall any merger or consolidation be permitted if the result of such merger of consolidation would be that the jurisdiction of organization or incorporation of any Borrower is either (x) one in which any Lender or the L/C Issuer is under Applicable Law prohibited from or restricted in making Loans or issuing Letters of Credit at such time or (y) a Designated Jurisdiction. The Company shall not, and shall not permit any Subsidiary to, liquidate or dissolve itself or otherwise wind up its business, except any Subsidiary may liquidate or dissolve if all of its assets are transferred to the Company or another Subsidiary in compliance with Section 7.02(e)-(g) (provided the Administrative Agent receives at least 30 days’ prior written notice if such Subsidiary is a Loan Party).

7.05 Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:

(a)any Involuntary Disposition;

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(b)Dispositions of property by any Subsidiary to the Company or to a wholly-owned Subsidiary; provided that (i) if the transferor of such property is a Loan Party, the transferee thereof must be a Loan Party, (ii) at the time of each such Disposition, the Opinion Loan Party Threshold would continue to be satisfied as if measured on the date of such Disposition and after giving effect thereto and (iii) with respect to any such Disposition of property with an aggregate book value in excess of an amount equal to $20,000,000, no later than five (5) Business Days prior to the proposed date of making such Disposition, the Company shall have delivered to the Administrative Agent satisfactory written evidence demonstrating such satisfaction of the Opinion Loan Party Threshold; and

(c)Dispositions by the Company or any Subsidiary not otherwise permitted by this Section 7.05; provided that at the time of such Disposition, (i) no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all property Disposed of in reliance on this clause (c) (after giving effect to such Disposition) after the Closing Date shall not exceed an amount equal to 5% of Consolidated Tangible Assets determined on the date of such Disposition, (iii) at the time of each such Disposition, each of the Loan Party Threshold and the Opinion Loan Party Threshold would continue to be satisfied as if measured on the date of such Disposition and after giving effect thereto and (iv) with respect to any such Disposition of property with an aggregate book value in excess of an amount equal to $20,000,000, no later than five (5) Business Days prior to the proposed date of making such Disposition, the Company shall have delivered to the Administrative Agent satisfactory written evidence demonstrating such satisfaction of the Loan Party Threshold and the Opinion Loan Party Threshold;

provided, however, that any Disposition pursuant to clauses (b) or (c) shall be for fair market value.

7.06 Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom:

(a)each Subsidiary may make Restricted Payments to the Borrowers, the Subsidiary Guarantors and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made and (ii) to the extent necessary to permit the Borrowers, the Subsidiary Guarantors and any other Person that owns an Equity Interest in such Subsidiary to discharge their consolidated tax liabilities;

(b)the Company and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person;

(c)the Company and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests;

(d)the Company may declare or pay cash dividends to its stockholders so long as the aggregate amount of cash dividends declared or paid in any fiscal year pursuant to this clause (d) does not exceed the greater of (i) an amount equal to the greater of (A) 50% of the Consolidated Net Income for the immediately preceding fiscal year or (B) $25,000,000 or (ii) the greatest amount which would not cause the Consolidated Leverage Ratio (determined as of the date of such declaration or payment, as the case may be, after giving Pro Forma Effect to any Indebtedness incurred in connection with such cash dividends and after giving Pro Forma Effect to each other Specified Transaction that has occurred since the first day of the most recently ended Measurement Period for which financial statements are available) to exceed 3.25 to 1.00; and

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(e)the Company may purchase, redeem or otherwise acquire for cash Equity Interests issued by it so long as the aggregate amount of purchases, redemptions and acquisitions made pursuant to this clause (e) does not exceed the greater of (i) $150,000,000 or (ii) the greatest amount which would not cause the Consolidated Leverage Ratio (determined as of the date of such purchase, redemption or acquisition after giving Pro Forma Effect to any Indebtedness incurred in connection therewith and after giving Pro Forma Effect to each other Specified Transaction that has occurred since the first day of the most recently ended Measurement Period for which financial statements are available) to exceed 3.25 to 1.00.

7.07 Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by the Company and its Subsidiaries on the date hereof or any business substantially related or incidental thereto.

7.08 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Company, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Company or such Subsidiary as would be obtainable by the Company or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided that the foregoing restriction shall not apply to (i) transactions between or among the Company and/or its wholly-owned Subsidiaries not otherwise prohibited by this Agreement, (ii) Restricted Payments permitted to be made or paid pursuant to this Agreement, (iii) payment of employees, consultants, officers and directors in accordance with past practices or as approved by the board of directors or comparable governing body of the Company or any Subsidiary, (iv) indemnification agreements between the Company or any Subsidiary and its officers, directors and certain other employees relating to such Person’s service or employment, as applicable, and (v) payments or loans (or cancellation of loans) to employees, consultants, officers and directors of the Company or any Subsidiary and employment agreements, stock option plans and other compensatory arrangements with such employees, consultants, officers and directors not otherwise prohibited by the terms hereof.

7.09 Burdensome Agreements. Enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Subsidiary to make Restricted Payments to any Borrower or any Subsidiary Guarantor or to otherwise transfer property to any Borrower or any Subsidiary Guarantor, (ii) of any Subsidiary to Guarantee the Indebtedness of any Borrower or (iii) of the Company or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this clause (iii) shall not prohibit any negative pledge incurred or provided in favor of any holder of (A) Indebtedness permitted under Section 7.03(e), (f) or (g) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness and so long as the Contractual Obligation evidencing such Indebtedness does not prohibit any Liens securing or Guarantees of the Guaranteed Obligations or (B) Indebtedness permitted under Section 7.03(i) so long as the Contractual Obligation evidencing such Indebtedness does not prohibit any Liens securing or Guarantees of the Guaranteed Obligations or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person.

7.10 Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

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7.11 Financial Covenants.

(a)Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the Company to be less than 2.25 to 1.00.

(b)Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio at any time during any period of four consecutive fiscal quarters of the Company to be greater than 3.50 to 1.00; provided that if at any time during any fiscal quarter the Consolidated Leverage Ratio is greater than 3.50 to 1.00 and a Permitted Acquisition involving aggregate cash consideration (including assumed Indebtedness) of an amount equal to $100,000,000 or more has been consummated within such fiscal quarter (a fiscal quarter in which such conditions are satisfied, a “Trigger Quarter”), then the Consolidated Leverage Ratio may be greater than 3.50 to 1.00 but shall not exceed 4.00 to 1.00 at any time during such Trigger Quarter and the next succeeding three fiscal quarters (such period, an “Acquisition Compliance Period”); provided, further, that, following the occurrence of a Trigger Quarter, no subsequent Trigger Quarter may occur (and no further Acquisition Compliance Period may commence) until the Consolidated Leverage Ratio has been less than or equal to 3.50 to 1.00 at all times during a fiscal quarter following the occurrence of the Trigger Quarter that began the most recent Acquisition Compliance Period.

7.12 Amendments of Organization Documents. Amend any of its Organization Documents, except as permitted by Sections 6.05 and 7.04.

7.13 Accounting Changes. Make any change in (a) accounting policies or reporting practices, except as required by GAAP and except that, upon not less than thirty (30) days prior written notice to the Administrative Agent, the Company and its Subsidiaries may change to IFRS, or (b) fiscal year.

7.14 Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness, except (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement and (b) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.03 and refinancings and refundings of such Indebtedness in compliance with Section 7.03(b).

7.15 Amendment, Etc. of Certain Indebtedness. Amend, modify or change in any manner any term or condition of any Indebtedness set forth in Schedule 7.03, except for any refinancing, refunding, renewal or extension thereof permitted by Section 7.03(b).

7.16 Holding Company. In the case of the Company, engage in any business or activity other than (a) the ownership of all outstanding Equity Interests in its Subsidiaries, (b) maintaining its corporate existence, (c) participating in tax, accounting and other administrative activities as the parent of the consolidated group of companies, including the Loan Parties, (d) the execution and delivery of the Loan Documents to which it is a party and the performance of its obligations thereunder, and (e) activities incidental to the businesses or activities described in clauses (a) through (d) of this Section.

7.17 Sanctions. Permit any Loan or Letter of Credit or the proceeds of any Loan or Letter of Credit, directly or indirectly, (a) to be lent, contributed or otherwise made available to fund any activity or business in any Designated Jurisdiction, except as permitted by the Applicable Laws of the United States under an OFAC license with respect to the provision of food; (b) to fund any activity or business of any Person located, organized or residing in any Designated Jurisdiction or who is the subject of any Sanctions, except as permitted by the Applicable Laws of the United States under an OFAC license with

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respect to the provision of food; or (c) to be used in any other manner that will result in any violation by any Person (including any Lender, the Arranger, the Administrative Agent, the L/C Issuer or the Swing Line Lender) of any Sanctions.

7.18 Anti-Corruption Laws.

Directly or indirectly, use any Credit Extension or the proceeds of any Credit Extension for any purpose that would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other anti-corruption legislation in other jurisdictions.

ARTICLE VIII.
EVENTS OF DEFAULT AND REMEDIES

8.01 Events of Default. Any of the following shall constitute an Event of Default:

(a)Non-Payment. Any Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, and in the currency required hereunder, any amount of principal of any Loan or any L/C Obligation, or (ii) within five days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within five days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

(b)Specific Covenants. The Company fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05, 6.10, 6.11, 6.12, 6.19, 6.20, 6.21 or Article VII; or

(c)Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days; or

(d)Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Company or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e)Cross-Default. (i) The Company or any Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Company or any Subsidiary is the Defaulting Party (as defined in such

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Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Company or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Company or such Subsidiary as a result thereof is greater than the Threshold Amount; or

(f)Insolvency Proceedings, Etc. (i) Any Loan Party or (ii) any Subsidiary which individually, or any group of Subsidiaries which collectively, owns 10% or more of the Consolidated Total Assets as of the last day of the most recently ended fiscal quarter for which financial statements are available institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person or such Persons and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or Persons or to all or any material part of its property is instituted without the consent of such Person or Persons and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or

(g)Inability to Pay Debts; Attachment. (i) (A) Any Loan Party or (B) any Subsidiary which individually, or any group of Subsidiaries which collectively, owns 10% or more of the Consolidated Total Assets as of the last day of the most recently ended fiscal quarter for which financial statements are available becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person or group of such Persons and is not released, vacated or fully bonded within 30 days after its issue or levy; or

(h)Judgments. There is entered against (i) any Loan Party or (ii) any Subsidiary which individually, or any group of Subsidiaries which collectively, owns 10% or more of the Consolidated Total Assets as of the last day of the most recently ended fiscal quarter for which financial statements are available (A) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (B) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (1) enforcement proceedings are commenced by any creditor upon such judgment or order, or (2) there is a period of 10 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i)ERISA/Employee Benefit Plans. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Company under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, (ii) the Company or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount or (iii) the Company or any Subsidiary fails to pay, fund, contribute to, or otherwise fails to maintain (including, but not limited to, by termination thereof or withdrawal therefrom), or ceases any obligation in connection with, any Foreign Plan or Foreign Government Scheme or Arrangement, to the extent such failure results or would be expected to result in payment from, demand to or lien on the assets of, one or more Loan Parties in an aggregate amount in excess of the Threshold Amount; or

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(j)Invalidity of Loan Documents. Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document;

(k)Change of Control. There occurs any Change of Control;

(l)[Reserved].

(m)Trademark Licenses. (i) Any Trademark License shall at any time and for any reason be suspended, revoked or otherwise terminated prior to the scheduled termination thereof, or shall otherwise cease to be in full force and effect or (ii) the right of any Loan Party to use the Trademark pursuant to the Trademark Licenses to which such Loan Party is a party shall at any time be suspended, revoked or otherwise terminated or, in the sole judgment of the Lenders, materially impaired.

Without limiting the provisions of Article IX, if a Default shall have occurred under the Loan Documents, then such Default will continue to exist until it either is cured (to the extent specifically permitted) in accordance with the Loan Documents or is otherwise expressly waived by Administrative Agent (with the approval of requisite Appropriate Lenders (in their sole discretion)) as determined in accordance with Section 10.01; and once an Event of Default occurs under the Loan Documents, then such Event of Default will continue to exist until it is expressly waived by the requisite Appropriate Lenders or by the Administrative Agent with the approval of the requisite Appropriate Lenders, as required hereunder in Section 10.01.

8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a)declare the commitment of each Lender to make Loans and any obligation of each L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b)declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers;

(c)require that the Company Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d)exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States or under any other Debtor Relief Law, the obligation of each Lender to make Loans and any obligation of each L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation

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of the Company to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

8.03 Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Guaranteed Obligations shall, subject to the provisions of Sections 2.16 and 2.17, be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Guaranteed Obligations arising under the Loan Documents constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Guaranteed Obligations arising under the Loan Documents constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders, and the L/C Issuers (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuers and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Guaranteed Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Guaranteed Obligations arising under the Loan Documents ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Guaranteed Obligations constituting unpaid principal of the Loans, L/C Borrowings and Guaranteed Obligations then owing under the Guaranteed Hedge Agreements and Guaranteed Cash Management Agreements and to Cash Collateralize (which shall be provided to the Administrative Agent for the account of the applicable L/C Issuer) that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Company pursuant to Sections 2.03 and 2.16, in each case ratably among the Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; and

Last, the balance, if any, after all of the Guaranteed Obligations have been indefeasibly paid in full, to the Company or as otherwise required by Law.

Subject to Sections 2.03(c) and 2.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Guaranteed Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Guaranteed Obligations otherwise set forth above in this Section.

Notwithstanding the foregoing, Guaranteed Obligations arising under Guaranteed Hedge Agreements and Guaranteed Cash Management Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or

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Hedge Bank, as the case may be. Each Hedge Bank or Cash Management Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

ARTICLE IX.
ADMINISTRATIVE AGENT

9.01 Appointment and Authority.

(a)Each of the Lenders and the L/C Issuers hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article IX are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuers, and no Borrower shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. In addition, to the extent required under the laws of any jurisdiction other than the United States of America, each of the Lenders and Guaranteed Parties hereby grants to the Administrative Agent any required powers of attorney to execute any other Loan Document governed by the laws of such jurisdiction on such Lender’s or Guaranteed Party’s behalf.

(b)The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacity as a potential Hedge Bank, and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and such L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Cash Collateral, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Cash Collateral (or any portion thereof), or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

9.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

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9.03 Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

(a)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b)shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

(c)shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any of the Borrowers or any of their respective Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrowing Agent, a Lender or an L/C Issuer.

Neither the Administrative Agent nor any of its Related Parties shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

9.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to

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it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or such L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or such L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

9.05 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub agents appointed by the Administrative Agent. The Administrative Agent and any such sub agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article IX shall apply to any such sub agent and to the Related Parties of the Administrative Agent and any such sub agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

9.06 Resignation or Removal of Administrative Agent.

(a)The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrowing Agent. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Company, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b)If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrowing Agent and such Person remove such Person as Administrative Agent and, in consultation with the Company, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c)With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral

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security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.

(d)Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as an L/C Issuer and the Swing Line Lender. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the Company of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

9.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in

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taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the documentation agent(s), syndication agent(s), bookrunner(s) or lead arranger(s) listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an L/C Issuer hereunder.

9.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise

(a)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Guaranteed Obligations (other than those arising under Guaranteed Hedge Agreements or Guaranteed Cash Management Agreements) that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(l) and (m), 2.09, 2.10(b) and 10.04) allowed in such judicial proceeding; and

(b)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuers, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09, 2.10(b) and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or any L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or any L/C Issuer in any such proceeding.

9.10 Guaranty Matters. Each of the Lenders (including in its capacity as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuers irrevocably authorize the Administrative Agent, at its option and in its discretion,

(a)[Reserved].

(b)[Reserved].

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(c)to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty to which it is a party if (i) such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or (ii) the Company shall have delivered to the Administrative Agent satisfactory written evidence demonstrating that after giving effect to such release the Loan Party Threshold and the Opinion Loan Party Threshold would continue to be satisfied; provided that, in the case of this clause (ii), no such release shall be made (A) if a Default exists, (B) with respect to any Subsidiary that is a Designated Borrower unless such Subsidiary’s status as a Designated Borrower is permitted to be terminated by Section 2.14(e), (C) unless such release is for business planning purposes reasonably acceptable to the Administrative Agent and (D) if after giving effect to such release, more than five (5) releases shall have been made pursuant to this clause (ii) since the Closing Date.

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty pursuant to this Section 9.10.

In each case as specified in this Section 9.10, the Administrative Agent will, at the Company’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such Subsidiary Guarantor from its obligations under the Subsidiary Guaranty to which it is a party, in each case in accordance with the terms of the Loan Documents and this Section 9.10.

9.11 Guaranteed Hedge Agreements and Guaranteed Cash Management Agreements. Except as otherwise expressly set forth herein, no Hedge Bank or Cash Management Bank that obtains the benefit of the provisions of Section 8.03, any Guaranty shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of any Guaranty Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Guaranteed Obligations arising under Guaranteed Hedge Agreements and Guaranteed Cash Management Agreements except to the extent expressly provided herein and unless the Administrative Agent has received written notice of such Guaranteed Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Hedge Bank, or Cash Management Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Guaranteed Obligations arising under Guaranteed Hedge Agreements and Guaranteed Cash Management Agreements in the case of the Facility Termination Date.

9.12 Certain ERISA Matters.

(a)Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other Loan Party, that at least one of the following is and will be true:

(i)such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into,

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participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments, or this Agreement,

(ii)the transaction exemption set forth in one or more PTEs, such as PTE 84–14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95–60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90–1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91–38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96–23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii)(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84–14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84–14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84–14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv)such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b)In addition, unless either (1) clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrowers or any other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

9.13 Recovery of Erroneous Payments.

Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender Recipient Party, whether or not in respect of an Obligation due and owing by any Borrower at such time, where such payment is a Rescindable Amount, then in any such event, each Lender Recipient Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount received by such Lender Recipient Party in Same Day Funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the

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Administrative Agent in accordance with banking industry rules on interbank compensation. Each Lender Recipient Party irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender Recipient Party promptly upon determining that any payment made to such Lender Recipient Party comprised, in whole or in part, a Rescindable Amount.

ARTICLE X.
MISCELLANEOUS

10.01 Amendments, Etc.

(a)Subject to Section 3.03(c) and the last paragraph of this Section 10.01, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrowers or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrowers or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(i)waive any condition set forth in Section 4.01(a), or in the case of the initial Credit Extension hereunder, Section 4.02, without the written consent of each Lender;

(ii)without limiting the generality of clause (a) above, waive any condition set forth in Section 4.02 as to any Credit Extension under a particular facility without the written consent of the Required Revolving Lenders or the Required Term Lenders, as the case may be;

(iii)extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent in Section 4.02 or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);

(iv)postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender entitled to such payment;

(v)reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest or Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;

(vi)change (i) Section 8.03 or Section 2.13 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender or (ii) Section

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2.12(f) in a manner that would alter the pro rata application required thereby without the written consent of each Lender directly affected thereby;

(vii)amend Section 1.06 or the definition of “Alternative Currency” without the written consent of each Lender;

(viii)change (i) any provision of this Section 10.01 or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder or make any determination or grant any consent hereunder (other than the definitions specified in clause (ii) of this clause (a)(vii)), without the written consent of each Lender or (ii) the definitions of “Required Revolving Lenders” or “Required Term Lenders” as each relates to the related Facility (or the constituent definition therein relating to such Facility) without the written consent of each Lender under such Facility;

(ix)release the Company from the Company Guaranty or all or substantially all of the value of the Subsidiary Guaranties without the written consent of each Lender, except to the extent the release of any Subsidiary Guarantor is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone);

(x)release the Company (from its obligations as a Borrower or as a Guarantor hereunder) or any Designated Borrower, except in connection with the termination of a Designated Borrower’s status as such under Section 2.17, a merger or consolidation permitted under Section 7.04 or a Disposition permitted under Section 7.05;

and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuers in addition to the Lenders required above, affect the rights or duties of any L/C Issuers under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) each of the Fee Letter and any other letter agreement between or among the Swing Line Lender, the L/C Issuer and the Company regarding interest, fees or other amounts payable hereunder may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (v) the term L/C Commitment may be amended pursuant to a fully executed (and delivered to the Administrative Agent) Notice of Additional L/C Issuer.

Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (A) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (B) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender under a Facility, that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender; (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States

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supersedes the unanimous consent provisions set forth herein and (iii) the Required Lenders shall determine whether or not to allow a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders.

Notwithstanding anything to the contrary herein, this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrowing Agent and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement.

Notwithstanding any provision herein to the contrary, this Agreement may be amended with the written consent of the Administrative Agent, the L/C Issuers, the Borrowing Agent and the Lenders affected thereby to amend the definition of “Alternative Currency” or “Alternative Currency Daily Rate” or “Alternative Currency Term Rate” or Section 1.06 solely to add additional currency options and the applicable interest rate with respect thereto, in each case solely to the extent permitted pursuant to Section 1.06.

Notwithstanding any provision herein to the contrary, if the Administrative Agent and the Borrowing Agent acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document (including the schedules and exhibits thereto), then the Administrative Agent and the Borrowing Agent shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.

10.02 Notices; Effectiveness; Electronic Communication.

(a)Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i)if to a Borrower, the Administrative Agent, any L/C Issuer or the Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and

(ii)if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Company).

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic

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communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

(b)Electronic Communications. Notices and other communications to the Administrative Agent, the Swing Line Lender, the Lenders and the L/C Issuers hereunder may be delivered or furnished by electronic communication (including e mail, FPML messaging, and Internet or intranet websites) pursuant to an electronic communications agreement (or such other procedures approved by the Administrative Agent in its sole discretion), provided that the foregoing shall not apply to notices to any Lender, the Swing Line Lender or any L/C Issuer pursuant to Article II if such Lender, the Swing Ling Lender or any L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, the Swing Line Lender, any L/C Issuer or the Borrowing Agent may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, e-mail or other communication is not sent during the normal business hours of the recipient, such notice, e-mail or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

(c)The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Borrower, any Lender, any L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Borrower’s, any other Loan Party’s or the Administrative Agent’s transmission of Borrower Materials through the Internet.

(d)Change of Address, Etc. Each of the Borrowers, the Administrative Agent, each L/C Issuer and the Swing Line Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Company, the Administrative Agent, each L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile umber and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at

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or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and Applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to any Borrower or its securities for purposes of United States Federal or state securities laws.

(e)Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuers and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic Loan Notices, Letter of Credit Applications and Swing Line Loan Notices) purportedly given by or on behalf of any Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Company shall indemnify the Administrative Agent, each L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of any Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

10.03 No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, any L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuers; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as an L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

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10.04 Expenses; Indemnity; Damage Waiver.

(a)Costs and Expenses. The Company shall pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by any L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b)Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned, leased or operated by a Loan Party or any of its Subsidiaries, or any Environmental Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Company or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, or willful misconduct of such Indemnitee or (y) result from a claim brought by the Company or any other Loan Party against an Indemnitee for a breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company or such Loan Party has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(c)Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the

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Administrative Agent (or any sub-agent thereof), any L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), any L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

(d)Waiver of Consequential Damages, Etc. To the fullest extent permitted by Applicable Law, no Loan Party shall assert, and hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

(e)Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.

(f)Survival. The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation of the Administrative Agent, any L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

10.05 Payments Set Aside. To the extent that any payment by or on behalf of any Borrower is made to the Administrative Agent, any L/C Issuer or any Lender, or the Administrative Agent, any L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, any L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and each L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal

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to the applicable Overnight Rate from time to time in effect, in the applicable currency of such recovery or payment. The obligations of the Lenders and the L/C Issuers under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

10.06 Successors and Assigns.

(a)Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i)Minimum Amounts.

(A)in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment under any Facility and/or the Loans at the time owing to it (in each case with respect to any Facility) or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least the amount specified in clause (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B)in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, in the case of any assignment in respect of the Term Facility, or $1,000,000, in the case of any assignment in respect of the Term Facility, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrowing Agent otherwise consents (each such consent not to be unreasonably withheld or delayed).

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(ii)Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non pro rata basis;

(iii)Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A)the consent of the Borrowing Agent (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrowing Agent shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof and provided further that the Borrowing Agent’s consent shall not be required during the primary syndication of the Facilities;

(B)the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any unfunded Term Commitment or any Revolving Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and

(C)the consent of each L/C Issuer and the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Facility.

(iv)Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v)No Assignment to Certain Persons. No such assignment shall be made (A) to the Company or any of the Company’s Affiliates or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural Person.

(vi)Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding,

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with the consent of the Company and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, any L/C Issuer or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

(vii)Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

(c)Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrowers (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by each of the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d)Participations.

(i)Any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Company or any of the Company’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s

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participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent, the Lenders and the L/C Issuers shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation.

(ii)Except as otherwise provided in Section 10.06(g), any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an assignee under subsection (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Company’s request and expense, to use reasonable efforts to cooperate with the Company to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e)Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note or Notes, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve

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Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(f)Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time any L/C Issuer or the Swing Line Lender assigns all of its Commitment and Loans pursuant to subsection (b) above, such L/C Issuer or the Swing Line Lender may, (A) upon 30 days’ notice to the Borrowing Agent and the Lenders, resign as an L/C Issuer, and/or (ii) upon 30 days’ notice to the Borrowing Agent, resign as Swing Line Lender. In the event of any such resignation as an L/C Issuer or Swing Line Lender, the Company shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Company to appoint any such successor shall affect the resignation of the applicable Lender as an L/C Issuer or the Swing Line Lender, as the case may be. If any Lender resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the applicable retiring L/C Issuer, as the case may be, to effectively assume the obligations of the retiring L/C Issuer, as the case may be, with respect to such Letters of Credit.

(g)Voting Participants. Notwithstanding anything in Section 10.06(d) to the contrary, any Farm Credit Lender (as defined below) that (i) has purchased a participation in a principal amount of $10,000,000 or more on or after the Closing Date, (ii) is, by written notice to the Borrowing Agent and the Administrative Agent (“Voting Participant Notification”), designated by the selling Lender (including any existing Voting Participant (as defined below)) as being entitled to be accorded the rights of a Voting Participant hereunder and (iii) receives the prior written consent of the Borrowing Agent and the Administrative Agent, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned, to become a Voting Participant (such consent to be required only to the extent and under the circumstances it would be required if such Voting Participant were to become a Lender pursuant to an assignment in accordance with Section 10.06(b)) (any Farm Credit Lender so designated and consented to being called a “Voting Participant”), shall be entitled to vote for so long as such Farm Credit Lender owns such participation and notwithstanding any subparticipation by such Farm Credit Lender (and the voting rights of the selling Lender (including any existing Voting Participant) shall be correspondingly reduced), on a Dollar for Dollar basis, as if such participant were a Lender, on any matter requiring or allowing a Lender to provide or withhold its consent, or to otherwise vote on any proposed action. To be effective, each Voting Participant Notification shall, with respect to any Voting Participant, (x) state the full name, as well as all contact information required of an assignee in an Assignment and Assumption Agreement and (y) state the Dollar amount of the participation purchased in its Commitment or any or all of its Loans. Notwithstanding the foregoing, each Farm Credit Lender designated as a Voting Participant on Schedule 2.01 on the Closing Date shall be deemed a Voting Participant without delivery of a Voting Participant Notification and without the prior written consent of the Borrowing Agent or the Administrative Agent. The selling Lender (including any existing Voting Participant) and the purchasing

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Voting Participant shall notify the Administrative Agent and the Borrowing Agent within three (3) Business Days’ of any termination of, or reduction or increase in the amount of, such participation. The Borrowing Agent and the Administrative Agent shall be entitled to conclusively rely on information contained in notices delivered pursuant to this paragraph. The voting rights hereunder are solely for the benefit of the Voting Participant and shall not inure to any assignee or participant of the Voting Participant that is not a Farm Credit Lender. As used herein, “Farm Credit Lender” means a lending institution organized and existing pursuant to the provisions of the Farm Credit Act of 1971 and under the regulation of the Farm Credit Administration.

10.07 Treatment of Certain Information; Confidentiality.

(a)Treatment of Certain Information. Each of the Administrative Agent, the Lenders and the L/C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its Affiliates, its auditors and its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (iii) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process, (iv) to any other party hereto, (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.15(c) or (B) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to any Borrower and its obligations, this Agreement or payments hereunder, (vii) on a confidential basis to (A) any rating agency in connection with rating the Company or its Subsidiaries or the credit facilities provided hereunder or (B) the provider of any Platform or other electronic delivery service used by the Administrative Agent, any L/C Issuer and/or the Swing Line Lender to deliver Borrower Materials or notices to the Lenders or (viii) the CUSIP Service Bureau or any similar agency in connection with the application, issuance, publishing and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, or (ix) with the consent of any Borrower or to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.07, (xi) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than any Borrower or (xii) is independently discovered or developed by a party hereto without utilizing any Information received from any Borrower or violating the terms of this Section 10.07. For purposes of this Section 10.07, “Information” means all information received from any Borrower or any Subsidiary relating to the Company or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or any L/C Issuer on a nonconfidential basis prior to disclosure by the Company or any Subsidiary, provided that, in the case of information received from the Company or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 10.07 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and

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service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents and the Commitments.

(b)Non-Public Information. Each of the Administrative Agent, the Lenders and the L/C Issuers acknowledges that (i) the Information may include material non-public information concerning a Loan Party or a Subsidiary, as the case may be, (ii) it has developed compliance procedures regarding the use of material non-public information and (iii) it will handle such material non-public information in accordance with Applicable Law, including United States federal and state securities Laws.

(c)Press Releases. The Loan Parties and their Affiliates agree that they will not in the future issue any press releases or other public disclosure using the name of the Administrative Agent or any Lender or their respective Affiliates or referring to this Agreement or any of the Loan Documents without the prior written consent of the Administrative Agent, except to the extent required by Law.

(d)Customary Advertising Material. The Loan Parties consent to the publication by the Administrative Agent or any Lender of customary advertising material relating to the transactions contemplated hereby using the name, product photographs, logo or trademark of the Loan Parties.

10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of any Borrower against any and all of the obligations of such Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender or such L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, such L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Borrower may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender or such L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Guaranteed Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuers and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuers or their respective Affiliates may have. Each Lender and each L/C Issuer agrees to notify the Borrowing Agent and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

10.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by Applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Company. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted

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by Applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

10.10 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent, the Swing Line Lender or any L/C Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.

10.11 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

10.12 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, any L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

10.13 Replacement of Lenders.

(a)If any Borrower is entitled to replace a Lender pursuant to the provisions of Section 3.06, if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Company may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan

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Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

(i)the Company shall have paid (or caused a Designated Borrower to pay) to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b);

(ii)such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or applicable Designated Borrower (in the case of all other amounts);

(iii)in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

(iv)such assignment does not conflict with Applicable Laws; and

(v)in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

(b)A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.

(c)Each party hereto agrees that (i) an assignment required pursuant to this Section 10.13 may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided, that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided further that any such documents shall be without recourse to or warranty by the parties thereto.

Notwithstanding anything in this Section 10.13 to the contrary, (A) any Lender that acts as an L/C Issuer may not be replaced hereunder at any time it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing of a backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such L/C Issuer or the depositing of Cash Collateral into a Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (B) the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.06.

10.14 Governing Law; Jurisdiction; Etc.

(a)GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO

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THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b)SUBMISSION TO JURISDICTION. EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c)WAIVER OF VENUE. EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d)SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

10.15 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT

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OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

10.16 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger are arm’s-length commercial transactions between such Borrower and its Affiliates, on the one hand, and the Administrative Agent and the Arranger, on the other hand, (B) such Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) such Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for such Borrower or any of its Affiliates or any other Person and (B) neither the Administrative Agent nor the Arranger has any obligation to such Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of such Borrower and its Affiliates, and neither the Administrative Agent nor the Arranger has any obligation to disclose any of such interests to such Borrower or its Affiliates. To the fullest extent permitted by law, each of the Borrowers hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby; provided that it is acknowledged and agreed that such waiver and release does not apply to claims relating to the Administrative Agent’s administrative duties and obligations that are expressly set forth herein; provided further that nothing contained herein shall limit the Administrative Agent’s rights under Section 10.04.

10.17 Electronic Execution of Assignments and Certain Other Documents.

(a)The words “delivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in any Loan Document or any other document executed in connection herewith shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided further without limiting the foregoing, upon the

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request of the Administrative Agent, any electronic signature shall be promptly followed by such manually executed counterpart.

(b)The Borrowers hereby acknowledge the receipt of a copy of this Agreement and all other Loan Documents. The Administrative Agent and each Lender may, on behalf of the Borrowers, create a microfilm or optical disk or other electronic image of this Agreement and any or all of the other Loan Documents. The Administrative Agent and each Lender may store the electronic image of this Agreement and the other Loan Documents in its electronic form and then destroy the paper original as part of the Administrative Agent’s and each Lender’s normal business practices, with the electronic image deemed to be an original and of the same legal effect, validity and enforceability as the paper originals.

10.18 USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of each Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Borrower in accordance with the Act. Each Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

10.19 Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from any Borrower in the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to such Borrower (or to any other Person who may be entitled thereto under Applicable Law).

10.20 Keepwell. Each Borrower that is a Qualified ECP Guarantor, at the time this Agreement or the Subsidiary Guaranty entered into by any Specified Loan Party becomes effective with regard to any Swap Obligation, hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to any Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents (including the Subsidiary Guaranty) to which it is a party in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such

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Borrower’s obligations and undertakings under this Section 10.20 voidable under Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Borrower that is a Qualified ECP Guarantor under this Section 10.20 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Borrower intends this Section 10.20 to constitute, and this Section 10.20 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

10.21 Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or L/C Issuer that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(b)the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or L/C Issuer that is an Affected Financial Institution; and

(c)the effects of any Bail-in Action on any such liability, including, if applicable:

(i)a reduction in full or in part or cancellation of any such liability;

(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

10.22 Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a

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Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

[Signature pages follow.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

FRESH DEL MONTE PRODUCE INC.

By: /s/ Annunciata (Nucci) Cerioli

Typed Name: Annunciata (Nucci) Cerioli

Typed Title: Attorney-in-Fact

DEL MONTE FRESH PRODUCE N.A., INC.

DEL MONTE FUND B.V.

DEL MONTE INTERNATIONAL GMBH

DEL MONTE LUXEMBOURG SARL

NETWORK SHIPPING LTD.

By: /s/ Annunciata (Nucci) Cerioli

Typed Name: Annunciata (Nucci) Cerioli

Typed Title: Attorney-in-Fact

Fresh del Monte Produce, Inc.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Signature Page

BANK OF AMERICA, N.A.,

as Administrative Agent

By: /s/ Liliana Claar

Typed Name: Liliana Claar

Typed Title: Vice President

BANK OF AMERICA, N.A.,

as Lender, Swing Line Lender and an L/C Issuer

By: /s/ Julia H. Rocawich

Typed Name: Julia H. Rocawich

Typed Title: Senior Vice President

U.S. BANK NATIONAL ASSOCIATION, as a Lender

By: /s/ Steven F. Bobinchak

Typed Name: Steven F. Bobinchak

Typed Title: Assistant Vice President

TD BANK, N.A., as a Lender

By: /s/ Alan Garson

Typed Name: Alan Garson

Typed Title: Senior Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Lender

By: /s/ Henry Del Campo

Typed Name: Henry Del Campo

Typed Title: Senior Vice President

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH (f/k/a Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch), as a Lender

By: /s/ Claire Laury

Typed Name: Claire Laury

Typed Title: Executive Director

By: /s/ David Vernon

Typed Name: David Vernon

Typed Title: Vice President

AGCOUNTRY FARM CREDIT SERVICES, PCA (f/k/a FCS COMMERCIAL FINANCE GROUP, FOR AGCOUNTRY FARM CREDIT SERVICES, PCA),

as Lender

By: /s/ Lisa Caswell______

Typed Name: Lisa Caswell

Typed Title: Vice President

AGFIRST FARM CREDIT BANK, as a Lender

By: /s/ Matthew H. Jeffords

Typed Name: Matthew H. Jeffords

Typed Title: Vice President

COMPEER FINANCIAL, PCA, as a Lender

By: /s/ Corey J. Waldinger

Typed Name: Corey J. Waldinger

Typed Title: Managing Director

FARM CREDIT SERVICES OF AMERICA, PCA,

as a Lender

By: /s/ Dustin Oswald______

Typed Name: Dustin Oswald

Typed Title: Vice President

GREENSTONE FARM CREDIT SERVICES, ACA,

as a Lender

By: /s/ Curtis Flammini____

Typed Name: Curtis Flammini

Typed Title: VP of Capital Markets

COBANK, ACB, as a Lender

By:/s/ James J. Trankle_______________________________

Typed Name: James J. Trankle

Typed Title: Managing Director

JPMORGAN CHASE BANK, N.A., as a Lender

By: /s/ Phillip VanFossan________________________

Typed Name: Philip VanFossan

Typed Title: Executive Director

Annex B

EXHIBIT A

FORM OF LOAN NOTICE

Date: ___________, _____

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of October 1, 2019 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Fresh Del Monte Produce Inc., an exempted company duly incorporated under the laws of the Cayman Islands (the “Company”), the Designated Borrowers from time to time party thereto (together with the Company, the “Borrowers” and each a “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender.

The undersigned hereby requests, on behalf of the Borrower referenced in item 6 below (the “Applicable Borrower”) (select one):

☐ A Borrowing of [Revolving] [Term] Loans

☐ A conversion of [Revolving] [Term] Loans

☐ A continuation of [Revolving] [Term] Loans

1. On (a Business Day).

2. In the amount of $ .

3. Comprised of [Type of Loan requested].

4. In the following currency: .

5. For Term SOFR Loans or Alternative Currency Term Rate Loans: with an Interest Period of __________ months.

6. On behalf of ________________________ [insert name of applicable Borrower].

The Borrowing of Revolving Loans, if any, requested herein complies with the proviso to the first sentence of Section 2.01(b) of the Agreement.

DEL MONTE FRESH PRODUCE COMPANY,

as Borrowing Agent

Name:

Title:

EXHIBIT 21.1

Subsidiary

Date of
Incorporation

Place of Incorporation

Corporacion de Desarrollo Agricola Del Monte S.A.

11/18/1967

Costa Rica

Del Monte Fresh Produce Company

12/13/1985

Delaware

Del Monte Fresh Produce N.A., Inc.

12/15/1952

Florida

Del Monte Fund B.V.

12/29/2006

Curacao

Del Monte International GmbH

11/10/2009

Switzerland

Del Monte Fresh Produce Sarl

10/7/1992

Luxembourg

Mann Packing Co., Inc

3/19/1997

California

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1) Registration Statement (Form S-8 No. 333-154921) pertaining to the Fresh Del Monte Produce Inc. 1999 Share Incentive Plan, as amended,

(2) Registration Statement (Form S-8 No. 333-175895) pertaining to the Fresh Del Monte Produce Inc. 2011 Omnibus Share Incentive Plan, as amended,

(3) Registration Statement (Form S-8 No. 333-196248) pertaining to the Fresh Del Monte Produce Inc. 2014 Omnibus Share Incentive Plan, as amended, and

(4) Registration Statement (Form S-8 No. 333-265493) pertaining to the Fresh Del Monte Produce Inc. 2022 Omnibus Share Incentive Plan, as amended;

of our reports dated February 22, 2023, with respect to the consolidated financial statements and supplemental financial statement schedule of Fresh Del Monte Produce Inc., and the effectiveness of internal control over financial reporting of Fresh Del Monte Produce Inc. included in this Annual Report (Form 10-K) of Fresh Del Monte Produce Inc. for the year ended December 30, 2022.

/s/ Ernst & Young LLP

Miami, Florida

February 22, 2023

EXHIBIT 31.1

CERTIFICATION

I, Mohammad Abu-Ghazaleh, certify that:

1. I have reviewed this annual report on Form 10-K of Fresh Del Monte Produce Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 22, 2023


Signature:			/s/ Mohammad Abu-Ghazaleh
Title:			Chairman and Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION

I, Monica Vicente, certify that:

1. I have reviewed this annual report on Form 10-K of Fresh Del Monte Produce Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 22, 2023


Signature:			/s/ Monica Vicente
Title:			Senior Vice President and Chief Financial Officer

EXHIBIT 32

CERTIFICATIONS

PURSUANT TO 18 USC SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

We, Mohammad Abu-Ghazaleh and Monica Vicente, as Chief Executive Officer and Chief Financial Officer, respectively, of Fresh Del Monte Produce Inc. (the “Company”), hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:

(1)the accompanying Annual Report on Form 10-K of the Company for the period ended December 30, 2022, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date:	February 22, 2023	By:	/s/ Mohammad Abu-Ghazaleh
		Name:	Mohammad Abu-Ghazaleh
		Title:	Chairman and Chief Executive Officer

Date:	February 22, 2023	By:	/s/ Monica Vicente
		Name:	Monica Vicente
		Title:	Senior Vice President and Chief Financial Officer

v3.22.4

Cover Page Cover Page - USD ($)
12 Months Ended

Dec. 30, 2022

Feb. 10, 2023

Jul. 01, 2022

Cover [Abstract]

Document Type 10-K

Document Annual Report true

Document Period End Date Dec. 30, 2022

Document Transition Report false

Entity File Number 333-07708

Entity Registrant Name FRESH DEL MONTE PRODUCE INC

Entity Incorporation, State or Country Code E9

Entity Address, Address Line One c/o H&C Corporate Services Limited

Entity Address, Address Line Two P.O. Box 698, 4th Floor, Apollo House, 87 Mary Street

Entity Address, City or Town George Town,

Entity Address, Postal Zip Code KY1-1107

Entity Address, Country KY

City Area Code 305

Local Phone Number 520-8400

Title of 12(b) Security Ordinary Shares, Par Value $0.01 Per Share

Trading Symbol FDP

Security Exchange Name NYSE

Entity Well-known Seasoned Issuer Yes

Entity Voluntary Filers No

Entity Current Reporting Status Yes

Entity Interactive Data Current Yes

Entity Filer Category Large Accelerated Filer

Entity Small Business false

Entity Emerging Growth Company false

Entity Shell Company false

Entity Public Float $ 1,031,180,395

Share Price $ 30.41

Entity Common Stock, Shares Outstanding 47,838,680

Documents Incorporated by Reference Portions of the Registrant’s definitive Proxy Statement for the 2023 Annual General Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year are incorporated by reference in Part III of this report.

Entity Central Index Key 0001047340

Current Fiscal Year End Date --12-30

Document Fiscal Year Focus 2022

Document Fiscal Period Focus FY

Amendment Flag false

ICFR Auditor Attestation Flag true

v3.22.4

Audit Information
12 Months Ended

Dec. 30, 2022

Audit Information [Abstract]

Auditor Name Ernst & Young LLP

Auditor Location Miami, Florida

Auditor Firm ID 42

v3.22.4

CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Millions

Dec. 30, 2022

Dec. 31, 2021

Current assets:

Cash and cash equivalents $ 17.2 $ 16.1

Trade accounts receivable, net of allowance of $21.6 and $21.8, respectively 373.5 342.9

Other accounts receivable, net of allowance of $5.7 and $3.8, respectively 91.0 94.4

Inventories, net 669.0 602.8

Assets held for sale 67.3 16.2

Prepaid expenses and other current assets 23.4 24.0

Total current assets 1,241.4 1,096.4

Investments in and advances to unconsolidated companies 18.0 8.7

Property, plant and equipment, net 1,309.5 1,415.8

Operating lease right-of-use assets 213.8 199.0

Goodwill 422.9 423.7

Intangible assets, net 135.0 142.8

Deferred income taxes 47.4 53.8

Other noncurrent assets 70.9 57.9

Total assets 3,458.9 3,398.1

Current liabilities:

Accounts payable and accrued expenses 549.9 580.1

Current maturities of debt and finance leases 1.3 1.3

Current maturities of operating leases 41.6 37.0

Income taxes and other taxes payable 14.2 10.8

Total current liabilities 607.0 629.2

Long-term debt and finance leases 547.1 527.7

Operating leases, less current maturities 147.3 136.0

Retirement benefits 82.4 90.0

Other noncurrent liabilities 28.5 72.1

Deferred income taxes 71.6 69.6

Total liabilities 1,483.9 1,524.6

Commitments and contingencies (See note 15)

Redeemable noncontrolling interest 49.4 49.5

Shareholders' equity:

Preferred shares, $0.01 par value; $50,000,000 shares authorized; none issued or outstanding 0.0 0.0

Ordinary shares, $0.01 par value; 200,000,000 shares authorized; 47,838,680 and 47,554,695 issued and outstanding, respectively 0.5 0.5

Paid-in capital 548.1 541.0

Retained earnings 1,397.6 1,327.7

Accumulated other comprehensive loss (41.5) (66.9)

Total Fresh Del Monte Produce Inc. shareholders' equity 1,904.7 1,802.3

Noncontrolling interests 20.9 21.7

Total shareholders' equity 1,925.6 1,824.0

Total liabilities, redeemable noncontrolling interest and shareholders' equity $ 3,458.9 $ 3,398.1

v3.22.4

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Millions

Dec. 30, 2022

Dec. 31, 2021

Statement of Financial Position [Abstract]

Accounts Receivable, Allowance for Credit Loss, Current $ 21.6 $ 21.8

Other accounts receivable, net of allowance of $5.7 and $3.8, respectively $ 5.7 $ 3.8

Stockholders' Equity, Number of Shares, Par Value and Other Disclosures [Abstract]

Ordinary shares, par value (usd per share) $ 0.01 $ 0.01

Ordinary shares, authorized (shares) 200,000,000 200,000,000

Ordinary shares, issued (shares) 47,838,680 47,554,695

Ordinary shares, outstanding (shares) 47,838,680 47,554,695

Preferred shares, par value (usd per share) $ 0.01 $ 0.01

Preferred shares, shares authorized (shares) 50,000,000 50,000,000

Preferred shares, issued (shares) 0 0

Preferred Stock, Shares Outstanding 0 0

v3.22.4

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
$ in Millions
12 Months Ended

Dec. 30, 2022

Dec. 31, 2021

Jan. 01, 2021

Income Statement [Abstract]

Net sales $ 4,442.3 $ 4,252.0 $ 4,202.3

Cost of products sold 4,102.1 3,948.2 3,951.4

Gross profit 340.2 303.8 250.9

Selling, general and administrative expenses 186.8 192.9 196.2

(Loss) gain on disposal of property, plant and equipment, net (1.9) 4.6 22.2

Goodwill and trademarks impairment charges 0.0

Asset impairment and other (credits) charges, net (4.8) 4.5 0.4

Operating income 156.3 111.0 76.5

Interest expense 24.4 20.3 21.4

Interest income 0.7 0.6 0.7

Other expense, net 14.8 9.4 4.5

Income before income taxes 117.8 81.9 51.3

Income tax provision 20.1 2.0 5.0

Net income 97.7 79.9 46.3

Less: Net loss attributable to redeemable and noncontrolling interests (0.9) (0.1) (2.9)

Net income attributable to Fresh Del Monte Produce Inc. $ 98.6 $ 80.0 $ 49.2

Net income per ordinary share attributable to Fresh Del Monte Produce Inc. - Basic $ 2.06 $ 1.68 $ 1.03

Net income per ordinary share attributable to Fresh Del Monte Produce Inc. - Diluted 2.06 1.68 1.03

Dividends declared per ordinary share (usd per share) $ 0.60 $ 0.50 $ 0.30

Weighted average number of ordinary shares:

Basic (in shares) 47,790,920 47,508,208 47,569,794

Diluted (in shares) 47,943,464 47,701,397 47,660,600

v3.22.4

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($)
$ in Millions
12 Months Ended

Dec. 30, 2022

Dec. 31, 2021

Jan. 01, 2021

Statement of Comprehensive Income [Abstract]

Net income $ 97.7 $ 79.9 $ 46.3

Other comprehensive income:

Unrealized gain (loss) on derivatives, net of tax 46.9 8.7 (24.1)

Net unrealized foreign currency translation (loss) gain (18.6) (14.1) 12.5

Net change in retirement benefit adjustment, net of tax (2.9) 15.5 0.0

Comprehensive income (loss) 123.1 90.0 34.7

Less: comprehensive loss attributable to redeemable and noncontrolling interests (0.9) (0.1) (2.9)

Comprehensive income attributable to Fresh Del Monte Produce Inc. $ 124.0 $ 90.1 $ 37.6

v3.22.4

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Millions
12 Months Ended

Dec. 30, 2022

Dec. 31, 2021

Jan. 01, 2021

Net Cash Provided by (Used in) Operating Activities [Abstract]

Net Income (Loss), Including Portion Attributable to Noncontrolling Interest $ 97.7 $ 79.9 $ 46.3

Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]

Depreciation and amortization 92.5 96.8 95.0

Amortization of debt issuance costs 0.6 0.6 0.5

Share-based compensation expense 6.9 7.6 7.5

Asset impairment charges 3.5 3.8 11.8

Change in uncertain tax positions 1.7 2.3 0.6

Loss (gain) on disposal of property, plant and equipment, net 1.9 (4.6) (22.2)

Deferred income taxes 2.5 (15.0) (0.5)

Adjustment of Kunia Well Site environmental liability in Hawaii (9.9) 0.0 0.0

Other, net 1.6 (11.1) 5.0

Changes in operating assets and liabilities

Receivables (37.4) (13.9) 16.1

Inventories (72.1) (105.1) 38.7

Prepaid expenses and other current assets (0.2) 7.2 (12.7)

Accounts payable and accrued expenses (17.8) 78.3 (11.7)

Other noncurrent assets and liabilities (9.7) 1.7 6.2

Net Cash Provided by Operating Activities, Total 61.8 128.5 180.6

Net Cash Provided by (Used in) Investing Activities [Abstract]

Payments to Acquire Productive Assets (48.1) (98.5) (150.0)

Payments to Acquire Interest in Subsidiaries and Affiliates 9.7 7.0 0.0

Proceeds from Sale of Property, Plant, and Equipment 8.7 17.5 39.5

Payments for (Proceeds from) Derivative Instrument, Investing Activities (0.2) 4.6 0.0

Proceeds from sale of investment 0.0 0.0 0.5

Other investing activities 0.2 0.9 1.2

Net cash used in investing activities (49.1) (82.5) (108.8)

Net Cash (Used in) Provided by Financing Activities [Abstract]

Proceeds from long-term debt 1,066.3 703.4 751.8

Payments on long-term debt (1,045.6) (726.0) (796.8)

Distributions to noncontrolling interests (0.9) (6.5) (6.9)

Repurchase and retirement of ordinary shares 0.0 0.0 (20.8)

Share-based awards settled in cash for taxes (1.6) (0.4) (0.6)

Dividends paid (28.7) (23.7) (14.3)

Other Financing Activities (1.5) 0.0 1.8

Net cash used in financing activities (12.0) (53.2) (85.8)

Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Continuing Operations 0.4 6.8 (2.8)

Cash and cash equivalents, beginning 16.1 16.5 33.3

Cash and cash equivalents, ending 17.2 16.1 16.5

Supplemental cash flow information:

Cash paid for interest 23.5 19.9 20.6

Right-of-Use Asset Obtained in Exchange for Finance Lease Liability 0.1 9.9 0.0

Cash paid for income taxes 13.3 9.5 9.2

Non-cash financing and investing activities:

Right-of-use assets obtained in exchange for new operating lease obligations 59.6 78.8 50.7

Retirement of ordinary shares 0.0 0.0 20.8

Dividends on restricted stock units 0.0 0.2 0.4

Net increase (decrease) in cash and cash equivalents $ 1.1 $ (0.4) $ (16.8)

v3.22.4

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND REDEEMABLE NONCONTROLLING INTERST - USD ($)
$ in Millions

Total

Total Shareholders' Equity

Total Shareholders' Equity

Cumulative Effect, Period of Adoption, Adjustment [Member]

Fresh Del Monte Produce Inc. Shareholders' Equity

Fresh Del Monte Produce Inc. Shareholders' Equity

Cumulative Effect, Period of Adoption, Adjustment [Member]

Ordinary Shares

Paid-in Capital

Paid-in Capital

Cumulative Effect, Period of Adoption, Adjustment [Member]

Retained Earnings

Retained Earnings

Cumulative Effect, Period of Adoption, Adjustment [Member]

Accumulated Other Comprehensive Loss

Noncontrolling Interests

Redeemable Noncontrolling Interest

Noncontrolling Interests

Balance, shares (shares) at Dec. 27, 2019 48,014,628

Balance, value at Dec. 27, 2019 $ 1,743.7 $ (1.2) $ 1,719.2 $ (1.2) $ 0.5 $ 531.4 $ 0.0 $ 1,252.7 $ (1.2) $ (65.4) $ 24.5 $ 55.3

Issuance of restricted stock awards (shares) 7,609

Settlement of restricted stock awards 0.0

Issuance of restricted stock units (shares) 191,417

Settlement of restricted stock units 0.0 0.0 0.0

Share-based payment expense 7.5 7.5 7.5

Distribution to noncontrolling interests 0.0 0.0 0.0 0.0 (5.0)

Repurchase and retirement of ordinary shares (shares) (841,235)

Repurchase and retirement of ordinary shares (20.8) (20.8) (6.2) (14.6)

Dividend declared (14.3) (14.3) 0.4 (14.7) 0.0

Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest (2.8)

Comprehensive income:

Net income $ 46.3 46.4 49.2 49.2 (0.1)

Unrealized gain (loss) on derivatives, net of tax (24.1) (24.1) (24.1) (24.1)

Net unrealized foreign currency translation (loss) gain 12.5 12.5 12.5

Comprehensive income (loss) 34.7 34.8 37.6 (2.8) (0.1)

Balance, shares (shares) at Jan. 01, 2021 47,372,419

Balance, value at Jan. 01, 2021 1,749.7 1,728.0 $ 0.5 533.1 1,271.4 (77.0) 21.7 50.2

Exercises of stock options (shares) 4,000

Exercises of stock options 0.1 0.1 0.1

Issuance of restricted stock units (shares) 178,276

Settlement of restricted stock units 0.0

Share-based payment expense 7.6 7.6 7.6

Distribution to noncontrolling interests (0.4) 0.0 0.0 (0.4) (0.2)

Dividend declared (23.5) (23.5) 0.2 (23.7)

Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest 0.4

Comprehensive income:

Net income 79.9 80.4 80.0 80.0 (0.5)

Unrealized gain (loss) on derivatives, net of tax 8.7 8.7 8.7 8.7

Net unrealized foreign currency translation (loss) gain (14.1) (14.1) (14.1)

Change in retirement benefit adjustment, net of tax 15.5 15.5 15.5

Comprehensive income (loss) $ 90.0 90.5 90.1 0.4 (0.5)

Balance, shares (shares) at Dec. 31, 2021 47,554,695 47,554,695

Balance, value at Dec. 31, 2021 $ 1,824.0 1,824.0 1,802.3 $ 0.5 541.0 1,327.7 (66.9) 21.7 49.5

Exercises of stock options (shares) 7,000

Exercises of stock options 0.2 0.2 0.2

Issuance of restricted stock units (shares) 276,985

Settlement of restricted stock units 0.0

Share-based payment expense 6.9 6.9 6.9

Disposal of noncontrolling interests 0.3 0.3

Distribution to noncontrolling interests (0.3) 0.0 0.0 (0.3) 0.0

Dividend declared (28.7) (28.7) 0.0 (28.7)

Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest (0.8)

Comprehensive income:

Net income 97.7 97.8 98.6 98.6 (0.1)

Unrealized gain (loss) on derivatives, net of tax 46.9 46.9 46.9 46.9

Net unrealized foreign currency translation (loss) gain (18.6) (18.6) (18.6)

Change in retirement benefit adjustment, net of tax (2.9) (2.9) (2.9)

Comprehensive income (loss) $ 123.1 123.2 124.0 (0.8) (0.1)

Balance, shares (shares) at Dec. 30, 2022 47,838,680 47,838,680

Balance, value at Dec. 30, 2022 $ 1,925.6 $ 1,925.6 $ 1,904.7 $ 0.5 $ 548.1 $ 1,397.6 $ (41.5) $ 20.9 $ 49.4

v3.22.4

General
12 Months Ended

Dec. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

General General

Reference in this Report to “Fresh Del Monte,” “we,” “our” and “us” and the “Company” refer to Fresh Del Monte Produce Inc. and its subsidiaries, unless the context indicates otherwise.

Nature of Business

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 producing operations are located in North, Central and South America, Asia and Africa. Our products are sourced from our company-controlled operations and through supply contracts with independent growers.

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 (which includes fresh-cut salads), melons, vegetables, non-tropical fruit (which includes grapes, apples, citrus, blueberries, strawberries, pears, peaches, plums, nectarines, cherries and kiwis), other fruit and vegetables, avocados, and prepared foods (which includes prepared fruit and vegetables, juices, other beverages, and meals and snacks).

•Banana

•Other products and services - includes our third-party freight and logistic services business and our Jordanian poultry and meats business.

Fiscal Year

Our fiscal year end is the last Friday of the calendar year or the first Friday subsequent to the end of the calendar year, whichever is closest to the end of the calendar year. Fiscal year 2022 had 52 weeks and ended on December 30, 2022. Fiscal year 2021 had 52 weeks and ended on December 31, 2021. Fiscal year 2020 had 53 weeks and ended on January 1, 2021.

Basis of Presentation

The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The preparation of our Consolidated Financial Statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in our Consolidated Financial Statements and accompanying notes. Actual results could differ from these estimates.

Our Consolidated Financial Statements include the accounts of our majority owned subsidiaries, which we control due to ownership of a majority voting interest. Additionally, we consolidate variable interest entities (“VIEs”) when we have variable interests and are the primary beneficiary. All intercompany accounts and transactions are eliminated in consolidation.

We are required to evaluate events occurring after December 30, 2022, our fiscal year end, for recognition and disclosure in the Consolidated Financial Statements for the year ended fiscal 2022. Events are evaluated based on whether they represent information existing as of December 30, 2022, which require recognition in the Consolidated Financial Statements, or new events occurring after December 30, 2022, which do not require recognition but require disclosure if the event is significant to the Consolidated Financial Statements. We evaluated events occurring subsequent to December 30, 2022 through the date of issuance of these Consolidated Financial Statements.

v3.22.4

Summary of Significant Accounting Policies
12 Months Ended

Dec. 30, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies
2. Summary of Significant Accounting Policies

Cash and Cash Equivalents

We classify as cash equivalents all highly liquid investments with a maturity of three months or less at the time of purchase.

Trade Receivables

Trade receivables less allowances are recognized on our accompanying Consolidated Balance Sheets at net realizable value, which reflects the net amount expected to be collected from customers. Our allowance for trade receivables consists of two components: a $9.3 million allowance for credit losses and a $12.3 million allowance for customer claims, which are accounted for under the scope of ASC 606 - Revenue Recognition.

We estimate expected credit losses on our trade receivables in accordance with Accounting Standards Codification (“ASC”) 326 - Financial Instruments - Credit Losses. We perform ongoing credit evaluations of our customers and adjust credit limits based upon payment history and customers’ credit worthiness, as determined by our review of their current credit information. We measure the allowance for credit losses on trade receivables on a collective (pool) basis when similar risk characteristics exist. We generally pool our trade receivables based on geographic region or country to which the receivables relate. Receivables that do not share similar risk characteristics are evaluated for collectibility on an individual basis.

Our historical credit loss experience provides the basis for our estimation of expected credit losses. We generally use a three-year average of annual loss rates as a starting point for our estimation, and make adjustments to the historical loss rates to account for differences in current conditions impacting the collectibility of our receivable pools. We generally monitor macroeconomic indicators to assess whether adjustments are necessary to reflect current conditions.

Our allowances for identified claims are recorded as a reduction to both trade accounts receivable and net sales. Write-off of accounts receivable is done only when all collection efforts have been exhausted without success.

Accounts receivable from one customer represents approximately 5% of trade accounts receivable, net of allowance. This customer is current with its payments.

Other Accounts Receivable

Other accounts receivable less allowances are recognized on our accompanying Consolidated Balance Sheets at net realizable value, which reflects the net amount expected to be collected. Other accounts receivable includes value-added taxes (“VAT”)
receivables, seasonal advances to growers and suppliers, which are usually short-term in nature, and other financing receivables.

VAT receivables are primarily related to purchases by production units and are refunded by the taxing authorities. As of December 30, 2022, we had $38.1 million classified as current in other accounts receivable and $16.4 million, net of allowance of $4.7 million, classified as other noncurrent assets on our Consolidated Balance Sheets. As of December 31, 2021, we had $37.8 million classified as current in other accounts receivable and $17.1 million, net of allowance of $5.0 million, classified as other noncurrent assets in our Consolidated Balance Sheets.

Advances to growers and suppliers are generally repaid to us as produce is harvested and sold. We generally require property liens and pledges of the current season’s produce as collateral to support the advances. Refer to Note 7, “Allowance for Credit Losses” for further discussion on advances to growers and suppliers.

We measure the allowance for credits losses on advances to suppliers and growers on a collective (pool) basis when similar risk characteristics exist. We generally pool our advances based on the country which they relate to, and further disaggregate them based on their current or past-due status. We generally consider an advance to a grower to be past due when the advance is not fully paid within the respective growing season. The allowance for advances to growers and suppliers that do not share similar risk characteristics are determined on a case-by-case basis, depending on the expected production for the season and other contributing factors. The advances are typically collateralized by property liens and pledges of the respective season's produce. Occasionally, we agree to a payment plan with certain growers or take steps to recover the advance via established collateral. We may write-off uncollectible financing receivables after our collection efforts are exhausted.
2. Summary of Significant Accounting Policies (continued)

Our historical credit loss experience provides the basis for our estimation of expected credit losses. We generally use a three-year average annual loss rate as the starting point for our estimation, and make adjustments to the historical loss rate to account for differences in current or expected future conditions. We generally monitor macroeconomic indicators as well as other factors, including unfavorable weather conditions and crop diseases, which may impact the collectibility of the advances when assessing whether adjustments to the historical loss rate are necessary.

Recoveries of other accounts receivable previously reserved in the allowance are credited to operating income.

Inventories

Inventories are valued at the lower of cost or net realizable value. Cost is computed using the weighted average cost or first-in first-out methods for finished goods, which includes fresh produce and prepared food and the first-in first-out, actual cost or average cost methods for raw materials and packaging supplies. Raw materials and packaging supplies inventory consists primarily of agricultural supplies, containerboard, packaging materials, spare parts and fuel.

Inventories consisted of the following (U.S. dollars in millions):

December 30, 2022 December 31, 2021
Finished goods $ 205.8 $ 197.9
Raw materials and packaging supplies 233.2 203.2
Growing crops 230.0 201.7
Total inventories $ 669.0 $ 602.8

Expenditures on pineapple, melon, vegetable and non-tropical fruit growing crops are valued at the lower of cost or net realizable value and are deferred and charged to cost of products sold when the related crop is harvested and sold. The deferred growing costs included in inventories in our Consolidated Balance Sheets consist primarily of land preparation, cultivation, irrigation and fertilization costs. For the most part, expenditures related to banana crops are expensed in the year incurred due to the continuous nature of the crop.

Accounting for Planned Major Maintenance Activities

We account for planned major maintenance activities, such as ship dry-dock activities, consistent with ASC guidance related to “Other Assets and Deferred Costs.” We utilize the deferral method of accounting for ship dry-dock activities whereby actual costs incurred are deferred and amortized on a straight-line basis over the period until the next scheduled dry-dock activity.

Investments in Unconsolidated Companies

We apply the equity method of accounting to account for investments over which we exert significant influence but do not hold a controlling financial interest, or for investments in limited partnerships where our ownership interest is more than 3%-5%. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and our proportionate share of earnings or losses and distributions. We present the carrying value of our equity method investments within investments in and advances to unconsolidated companies on our Consolidated Balance Sheets. Our proportionate share of the investee's net income or loss is presented under other expense, net on our Consolidated Statement of Operations. We review our investments for impairment when events and circumstances indicate that the decline in fair value of such assets below the carrying value is other-than-temporary. See Note 4, “Investments in Unconsolidated Companies” for further information.
2. Summary of Significant Accounting Policies (continued)

Property, Plant and Equipment and Other Long-Lived Assets

Property, plant and equipment additions are recorded at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which range from 10 to 40 years for buildings, five to 20 years for maritime and other equipment, including ships and containers, three to 20 years for machinery and equipment, three to seven years for furniture, fixtures and office equipment, three to seven years for computer software, and five to 10 years for automotive equipment including automobiles, tractors, trailers and trucks. Leasehold improvements are amortized over the term of the lease, or the estimated useful life of the related asset, whichever is shorter. See Note 5, “Property, Plant and Equipment” for further information.

When assets are retired or disposed of, the costs and accumulated depreciation or amortization are removed from the respective accounts and any related gain or loss is recognized. Maintenance and repairs are charged to expense as incurred. Significant expenditures, which extend the useful lives of assets, are capitalized. Interest is capitalized as part of the cost of construction.

Our long-lived assets other than property, plant and equipment consist of definite-lived intangible assets. Intangible assets determined to have finite lives are amortized over their estimated useful lives to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis. Our definite-lived intangibles have a remaining weighted average amortization period of 17.5 years. Amortization expense related to definite-lived intangible assets totaled $7.8 million for 2022, $7.6 million for 2021 and $7.8 million for 2020, and is included in selling, general, and administrative expenses. Refer to Note 6, “Goodwill and Other Intangible Assets.” for further information.

We review long-lived assets (or asset groups) with identifiable cash flows for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that an asset is not recoverable, and the carrying amount of an asset exceeds the asset’s fair value, we measure and record an impairment loss for the excess. The fair value of an asset is measured by either determining the expected future discounted cash flow of the asset or by independent appraisal.

For long-lived assets held for sale, we record impairment losses when the carrying amount is greater than the fair value less the cost to sell. We discontinue depreciation of long-lived assets when these assets are classified as held for sale and include these assets as assets held for sale on our Consolidated Balance Sheets.

We incurred charges related to impairment of long-lived assets of $3.5 million in 2022, $3.8 million in 2021, and $11.8 million in 2020. Such charges are included in asset impairment and other (credits) charges, net in the accompanying Consolidated Statements of Operations for the years ended December 30, 2022, December 31, 2021 and January 1, 2021 and are described further in Note 3, “Asset Impairment and Other (Credits) Charges, Net.”

The loss on disposal of property, plant and equipment, net of $1.9 million during 2022 primarily related to the disposal of low-yielding banana crops in Central America, partially offset by gains on the sale of vacant land in Mexico and sales of vehicles in the Middle East. These transactions were accounted for using the guidance in ASC 610.

Assets Held for Sale

Assets are classified as held for sale when (1) management approves and commits to a plan to sell the asset, (2) the asset is available for immediate sale in its present condition, subject only to terms that are usual and customary, (3) an active program to locate a buyer and other actions required to complete the plan to sell have been initiated, (4) the sale of the asset is probable and is expected to be completed within one year, (5) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (6) actions necessary to complete the plan of sale indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Assets held for sale are stated at the lower of net book value or estimated fair value less cost to sell.
2. Summary of Significant Accounting Policies (continued)

Goodwill and Indefinite-Lived Intangible Assets

Goodwill represents the excess of the purchase price of an acquired entity over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed in a business combination. We assess goodwill at the reporting unit level on an annual basis as of the first day of our fourth quarter, or more frequently if events or changes in circumstances suggest that goodwill may not be recoverable. A significant amount of judgment is involved in determining if an indicator of impairment has occurred.

For those reporting units where events or changes in circumstances indicate that potential impairment indicators exist, we perform a quantitative assessment to determine whether the carrying amount of goodwill can be recovered. When performing the annual goodwill impairment test, we may start with an optional qualitative assessment as allowed for under the accounting guidance. As part of the qualitative assessment, we evaluate all events and circumstances, including both positive and negative events, in their totality, to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we bypass the qualitative assessment, or if the qualitative assessment indicates that a quantitative analysis should be performed, we evaluate goodwill for impairment by comparing the fair value of a reporting unit to its carrying value, including the associated goodwill. We generally estimate a reporting unit’s fair value using a discounted cash flow approach which is dependent on several significant estimates and assumptions related to forecasts of future revenues, cost of sales, expenses and the weighted-average cost of capital for each reporting unit. If the carrying amount of the reporting unit exceeds the estimated fair value, an impairment charge is recorded to reduce the carrying value to the estimated fair value. The impairment of goodwill is limited to the total amount of goodwill allocated to the reporting unit. Any adverse changes in the significant estimates and assumptions used in our goodwill impairment test could have a significant impact on the recoverability of goodwill and could have a material impact on our Consolidated Financial Statements.

An intangible asset with an indefinite useful life is not amortized but assessed for impairment at least annually, or sooner if indications of possible impairment are identified. When performing the annual impairment test, we first may start with an optional qualitative assessment to determine whether it is not more likely than not that our indefinite-lived intangible assets are impaired. As part of a qualitative assessment, we evaluate relevant events and circumstances that could affect the significant inputs used to determine the fair value of the indefinite-lived intangible asset. If we bypass the qualitative assessment, or if the qualitative assessment indicates that a quantitative analysis should be performed, we evaluate our indefinite-lived intangible assets for impairment by comparing the fair value of the asset to its carrying amount. We generally estimate the fair value of our indefinite-lived intangible assets using a discounted cash flow approach.

See Note 6, “Goodwill and Other Intangible Assets” for further discussion.

Revenue Recognition

Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services. We record revenue based on a five-step model in accordance with the accounting guidance. For our customer contracts, we identify the performance obligations (products or services), determine the transaction price, allocate the contract transaction price to the performance obligations, and recognize the revenue when the performance obligation is fulfilled, which is when the product is shipped to or received by the customer, depending on the specific terms of the arrangement. Our revenues are recorded at a point in time.

Product sales are recorded net of variable consideration, such as provisions for returns, discounts and allowances. Such provisions are calculated using historical averages adjusted for any expected changes due to current business conditions. Consideration given to customers for cooperative advertising is recognized as a reduction of revenue except to the extent that there is a distinct good or service, in which case the expense is classified as selling, general, and administrative expense. Provisions for customer volume rebates are based on achieving a certain level of purchases and other performance criteria that are established on a program by program basis. These rebates are estimated based on the expected amount to be provided to the customers and are recognized as a reduction of revenue.
2. Summary of Significant Accounting Policies (continued)

We expense incremental costs of obtaining a contract, if the contract period is for one year or less. These costs are included in selling, general and administrative expenses. Otherwise, incremental contract costs are recognized as an asset on our Consolidated Balance Sheets and amortized over time as promised goods and services are transferred to a customer. We account for shipping and handling costs as costs to fulfill a contract and not as performance obligations to our customers. We also exclude taxes collected from our customers, assessed by government authorities that are both imposed on and concurrent with a specific revenue-producing transaction, from our determination of the transaction price. We do not adjust the promised amount of consideration for the effects of a significant financing component if the period between the transfer of the promised good or service to a customer and the customer payment is one year or less.

Cost of Products Sold

Cost of products sold is primarily made up of two elements: product costs and logistics costs.

Product costs - primarily composed of cultivation (the cost of growing crops), harvesting, packaging, labor, depreciation and farm administration. Product cost for produce obtained from independent growers is composed of procurement and packaging costs.
Logistics costs - include land and sea transportation and expenses related to port facilities and distribution centers. Sea transportation cost is the most significant component of logistics costs and is comprised of:
•Ship operating expenses - include operations, maintenance, depreciation, insurance, fuel, and port charges.
•Chartered ship costs - include the cost of chartering the ships, fuel and port charges.
•Container equipment-related costs - include leasing expense and in the case of owned equipment, also depreciation expense.
•Third-party containerized shipping costs - include the cost of using third-party shipping in our logistics operations.

Advertising and Promotional Costs

We expense advertising and promotional costs as incurred. Advertising and promotional costs, which are included in selling, general and administrative expenses, were $9.3 million for 2022, $13.6 million for 2021 and $14.6 million for 2020.

Income Taxes

Deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year end, based on enacted tax laws and statutory tax rates applicable to the year in which the differences are expected to affect taxable income. Valuation allowances are established when it is deemed more likely than not that some portion or all of the deferred tax assets will not be realized.

We account for income tax uncertainties consistent with the ASC guidance included in “Income Taxes,” which clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

See Note 9, “Income Taxes.”

Contingencies

Estimated losses from contingencies are recognized if it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Gain contingencies are not reflected in the financial statements until realized. We use judgment in assessing whether a loss contingency is probable and estimable. Actual results may differ from these estimates.
2. Summary of Significant Accounting Policies (continued)

See Note 16, “Commitments and Contingencies.”

Foreign Currency Translation and Transactions

For our operations in countries where the functional currency is other than the U.S. dollar, balance sheet amounts are translated using the exchange rate in effect at the balance sheet date. Income statement amounts are translated monthly using the average exchange rate for the respective month. The gains and losses resulting from the changes in exchange rates from year-to-year and the effect of exchange rate changes on intercompany transactions of long-term investment nature are recorded as a component of accumulated other comprehensive income or loss as currency translation adjustments.

For our operations where the functional currency is the U.S. dollar, non-monetary balance sheet amounts are remeasured at historical exchange rates. Other balance sheet amounts are remeasured at the exchange rates in effect at the balance sheet date. Income statement accounts, excluding those items of income and expenses that relate to non-monetary assets and liabilities, are remeasured at the average exchange rate for the month. These remeasurement adjustments are included in the determination of net income and are included in other expense, net.

Other expense, net, in the accompanying Consolidated Statements of Operations includes a net foreign exchange loss of $8.4 million for 2022, $6.0 million for 2021, and $0.8 million for 2020. These amounts include the effect of foreign currency remeasurement and realized foreign currency transaction gains and losses.

Other Expense, Net

In addition to foreign currency gains and losses described above, other expense, net, also includes other non-operating income and expense items.

Leases

We lease property, plant and equipment for use in our operations including agricultural land, office facilities and refrigerated containers. We account for leases under the scope of ASC 842 - Leases which requires leases with durations greater than twelve months to be recognized on the balance sheet. We have lease agreements with lease and non-lease components, and we have made an accounting policy election to account for these as a single lease component.

We evaluate our leases at inception or at any subsequent modification and classify them as either finance or operating leases. For leases with terms greater than 12 months, we recognize a related asset (“right-of-use asset”) and obligation (“lease liability”) on the lease commencement date, calculated as the present value of the future minimum lease payments over the lease term. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Certain leases include one or more options to renew or options to terminate, which are generally at our discretion. Any option or renewal periods that we determine are reasonably certain of being exercised are included in the lease term, and are used in calculating the right-of-use asset and lease liabilities. Many of our leases also include predetermined fixed escalation clauses. We recognize rental expense for operating leases that contain predetermined fixed escalation clauses on a straight-line basis over the expected term of the lease. Our lease agreements do not contain any residual value guarantees.

When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement.

For finance leases, we recognize interest expense and amortization of the right-of-use asset, and for operating leases, we recognize lease expense on a straight-line basis over the lease term.

See Note 10, “Leases” for more information.
2. Summary of Significant Accounting Policies (continued)

Fair Value Measurements

Fair value is measured as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In developing its fair value estimates, we use the following hierarchy:

•Level 1 - Quoted prices in active markets for identical assets or liabilities.

•Level 2 - Observable market-based inputs or unobservable inputs that are corroborated by market data.

•Level 3 - Significant unobservable inputs that are not corroborated by market data. Generally, these fair value measures are model-based valuation techniques such as discounted cash flows using our own estimates and assumptions or those expected to be used by market participants.

We measure the fair value of financial instruments, such as derivatives, on an ongoing basis. We measure fair value for non-financial assets when a valuation is necessary, such as for impairment of long-lived and indefinite-lived assets when indicators of impairment exist.

See Note 18, “Fair Value Measurements” for more information.

Share-Based Compensation

Compensation expense for all share-based awards expected to vest is measured at fair value on the date of grant and recognized on a straight-line basis over the related service period, which is generally the vesting period of each award. Our shared-based awards consist of performance stock units and restricted stock units, and are granted to employees and members of our Board of Directors which meet the definition of employees under the accounting guidance. The fair value of our share-based awards is determined based on our stock price on the date of grant.

See Note 15, “Stock-Based Compensation” for more information.

Derivative Financial Instruments

We recognize the value of derivative instruments as either assets or liabilities in the statement of financial position at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated as a hedge and qualifies as part of a hedging relationship. The accounting also depends on the type of hedging relationship, whether a cash flow hedge, a fair value hedge, or hedge of a net investment in a foreign operation.

We use derivative financial instruments primarily to reduce our exposure to adverse fluctuations in foreign exchange rates and variable interest rates. Upon entry into a derivative instrument, we formally designate and document the financial instrument as a hedge of a specific underlying exposure, as well as the risk management objectives and strategies for undertaking the hedge transaction. Derivatives are recorded in the Consolidated Balance Sheets at fair value in prepaid expenses and other current assets, other non-current assets, accounts payable and accrued expenses or other non-current liabilities, depending on whether the amount is an asset or liability and is of a short-term or long-term nature.

We designate our derivative financial instruments as cash flow hedges. A cash flow hedge requires that the change in the fair value of a derivative instrument be recognized in other comprehensive income, a component of shareholders’ equity, and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item. We also classify the cash flows from our cash flow hedges in the same category as the items being hedged on our Consolidated Statements of Cash Flows based on the fact that our cash flow hedges do not contain an other-than-insignificant financing element at inception.

In the event that hedge accounting is discontinued, any changes in fair value of the associated derivatives since the date of dedesignation are recognized in other expense, net. Cash flows subsequent to the date of dedesignation are classified within investing activities in our Consolidated Statements of Cash Flows.
2. Summary of Significant Accounting Policies (continued)

See Note 17, “Derivative Financial Instruments” for more information.

Share Repurchases

When stock is retired or purchased for constructive retirement, the purchase price is initially recorded as a reduction to the par value of the shares repurchased, with any excess purchase price over par value recorded as a reduction to additional paid-in capital and retained earnings.

Retirement and Other Employee Benefits

We sponsor a number of defined benefit pension plans and post-retirement plans. The most significant of these plans cover employees in the United States, United Kingdom, Costa Rica and Guatemala. We recognize the funded status of our defined benefit pension and post-retirement plans in our Consolidated Balance Sheets, with changes in the funded status recognized primarily through accumulated other comprehensive income (loss) in the year in which the changes occur. Actuarially-determined liabilities related to pension and post-retirement benefits are recorded based on estimates and assumptions. Factors used in developing estimates of these liabilities include assumptions related to discount rates, rates of return on investments, benefit payment patterns and other factors, and are periodically updated. We provide disclosures about our plan assets, including investment strategies, major categories of plan assets, concentrations of risk within plan assets, and valuation techniques used to measure the fair value of plan assets consistent with the fair value hierarchy framework.

See Note 14, “Retirement and Other Employee Benefits” for more information.

Redeemable Noncontrolling Interest

As part of the Mann Packing acquisition in 2018, we acquired a put option exercisable by the 25% shareholder of one of the acquired subsidiaries. The put option allows the noncontrolling shareholder to sell its 25% noncontrolling interest to us for a multiple of the subsidiary's adjusted earnings. The noncontrolling shareholder can exercise this put option on or after April 1, 2023. Following a five year window expiring on April 1, 2028, the put option value will be negotiated annually and the inputs are subject to change. As the put option is outside of our control, the estimated redemption value of the 25% noncontrolling interest is presented as a redeemable noncontrolling interest outside of permanent equity on our Consolidated Balance Sheet. At each reporting period, the redeemable noncontrolling interest is recognized at the higher of (1) the initial carrying amount adjusted for accumulated earnings and distributions or (2) the contractually-defined redemption value as of the balance sheet date.

New Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and subsequent amendments to the guidance, ASU 2021-01 in January 2021 and ASU 2022-06 in December 2022. The amendments in these updates provide optional guidance to companies to ease the potential burden associated with reference rate reform. Specifically, the guidance provides optional expedients and exceptions to apply generally accepted accounting principles to contract modifications and hedging relationships, subject to certain criteria, that reference LIBOR or another reference rate expected to be discontinued. This ASU may currently be adopted and may be applied prospectively to contract modifications made on or before December 31, 2024. As of December 30, 2022, we had LIBOR-based borrowings and interest rate swaps that referenced LIBOR. Effective January 3, 2023, we amended our agreements and transitioned to the Term Secured Overnight Financing Rate (Term SOFR) for these instruments. Accordingly, during fiscal 2022, we adopted certain elections under this guidance related to the assessment of hedge effectiveness of our interest rate swaps. These elections include asserting that the hedged forecasted transactions remain probable and assuming the reference rate will not be replaced for the remainder of the hedging relationship, regardless of the subsequent contract modification due to reference rate reform. These elections allow us to apply hedge accounting to our interest rate swaps as of the year ended December 30, 2022, with no impact to our financial condition, results of operations, cash flows and related disclosures. We are in the process of adopting additional elections under this guidance as a result of our recent contract amendments, and currently do not anticipate that their adoption will have a material impact on our consolidated financial statements; however, our assessment will be finalized during the first quarter of 2023.

Summary of Investment Holdings, Schedule of Investments We apply the equity method of accounting to account for investments over which we exert significant influence but do not hold a controlling financial interest, or for investments in limited partnerships where our ownership interest is more than 3%-5%. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and our proportionate share of earnings or losses and distributions. We present the carrying value of our equity method investments within investments in and advances to unconsolidated companies on our Consolidated Balance Sheets. Our proportionate share of the investee's net income or loss is presented under other expense, net on our Consolidated Statement of Operations. We review our investments for impairment when events and circumstances indicate that the decline in fair value of such assets below the carrying value is other-than-temporary. See Note 4, “Investments in Unconsolidated Companies” for further information.

v3.22.4

Asset Impairment and Other Charges, Net
12 Months Ended

Dec. 30, 2022

Asset Impairment and Other Charges, Net [Abstract]

Asset Impairment and Other Charges, Net Asset Impairment and Other (Credits) Charges, Net

We incurred asset impairment and other (credits) charges, net totaling $(4.8) million for 2022, $4.5 million for 2021 and $0.4 million for 2020.

The following represents the detail of asset impairment and other (credits) charges, net for the year ended December 30, 2022 by reportable segment (U.S. dollars in millions):
Long-lived
and other
asset
impairment Exit activity and other
charges (credits) Total
Banana segment:
Exit costs related to European facility $ — $ 0.4 $ 0.4
Philippine asset impairment due to floods(1)
2.7 — 2.7
Fresh and value-added products segment:
Adjustment of Kunia Well Site environmental liability in Hawaii(2)
— (9.9) (9.9)
Impairment of South America farm and other charges 0.8 0.1 0.9
Other fresh and value-added products segment charges — 0.1 0.1
Other:
Former President/COO severance expense — 1.0 1.0
Total asset impairment and other (credits) charges, net $ 3.5 $ (8.3) $ (4.8)

(1) $2.7 million asset impairment as a result of flooding in the Philippines due to heavy rainfall during the fourth quarter of 2022.
(2) $(9.9) million reduction in our environmental liability related to the Kunia Well Site clean-up. Refer to Note 16, “Commitments and contingencies,” for further information.

The following represents the detail of asset impairment and other (credits) charges, net for the year ended December 31, 2021 by reportable segment (U.S. dollars in millions):
Long-lived
and other
asset
impairment Exit activity and other
charges (credits) Total
Banana segment:
Insurance recovery related to hurricanes(1)
$ — $ (0.8) $ (0.8)
Philippine asset impairment and exit activities of certain low-yield areas(2)
3.3 1.4 4.7
Fresh and value-added products segment:
Exit costs related to European facility — 0.2 0.2
Other fresh and value-added products segment charges 0.5 (0.1) 0.4
Total asset impairment and other (credits) charges, net $ 3.8 $ 0.7 $ 4.5
(1) $(0.8) million insurance recovery for fiscal 2021 associated with damages to certain of our banana fixed assets in Guatemala caused by hurricanes Eta and Iota in the fourth quarter of 2020.
(2) $4.7 million asset impairment and other charges primarily related to our exit from two low-yield banana farms in the Philippines in the fourth quarter of 2021.
3. Asset Impairment and Other (Credits) Charges, Net (continued)

The following represents the detail of asset impairment and other (credits) charges, net for the year ended January 1, 2021 by reportable segment (U.S. dollars in millions):
Long-lived and other asset impairment Exit activity and other charges (credits) Total
Banana segment:
California Air Resource Board settlement(1)
$ — $ 1.3 $ 1.3
Philippine asset impairment of low-yield areas 1.8 — 1.8
Impairment of property and equipment due to hurricanes(2)
4.8 — 4.8
Fresh and value-added products segment:
California Air Resource Board settlement(1)
— 0.7 0.7
Impairment of property and related equipment(3)
5.2 — 5.2
Insurance recovery related to product recall(4)
— (15.0) (15.0)
North America reorganization charges(5)
— 1.5 1.5
Other fresh and value-added products segment charges — 0.1 0.1
Total asset impairment and other (credits) charges, net $ 11.8 $ (11.4) $ 0.4
(1) $2.0 million charge for fiscal 2020 relating to a settlement with the California Air Resource Board. This charge relates to both our banana and fresh and value-added products segments.
(2) $4.8 million charge for fiscal 2020 relating to asset impairments incurred in Central America. In the fourth quarter of 2020, hurricanes Eta and Iota impacted our farm operations in the country of Guatemala, which resulted in damages to property and equipment including to our banana plantations, levees, drainage equipment, and other related fixed assets.
(3) $5.2 million asset impairment charges for fiscal 2020 primarily relating to impairment of property and related equipment in North America, the Middle East, and Europe.
(4) $(15.0) million insurance recovery for fiscal 2020 relating to a voluntary recall of vegetable products in North America which was announced in the fourth quarter of 2019.
(5) $1.5 million charge for fiscal 2020 relating to severance expenses incurred in connection with the reorganization of our sales and marketing function in North America.

v3.22.4

Property, Plant and Equipment, Net
12 Months Ended

Dec. 30, 2022

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment, Net Property, Plant and Equipment, Net

Property, plant and equipment, net consisted of the following (U.S. dollars in millions):

December 30, 2022 December 31, 2021
Land and land improvements $ 704.3 $ 711.9
Buildings and leasehold improvements 607.4 657.6
Machinery and equipment 614.3 635.6
Maritime equipment (including containers) 262.9 263.1
Furniture, fixtures and office equipment 102.2 97.7
Automotive equipment 69.0 72.3
Construction-in-progress 22.0 26.1
2,382.1 2,464.3
Less: accumulated depreciation and amortization (1,072.6) (1,048.5)
Property, plant and equipment, net $ 1,309.5 $ 1,415.8

Depreciation expense on property, plant and equipment, including assets under finance leases, was $84.8 million for 2022, $89.2 million for 2021 and $87.2 million for 2020.

Shipping containers, machinery and equipment and automotive equipment under finance leases totaled $11.0 million at December 30, 2022 and $10.9 million at December 31, 2021. Accumulated amortization for assets under finance leases was $2.4 million at December 30, 2022 and $1.0 million at December 31, 2021.

The (loss) gain on disposal of property, plant and equipment, net was a loss of $(1.9) million for 2022, a gain of $4.6 million for 2021 and a gain of $22.2 million for 2020. The loss on disposal of property, plant and equipment, net in 2022 was primarily related to the disposal of low-yielding banana crops in Central America, partially offset by gains on the sale of vacant land in Mexico and sales of vehicles in the Middle East. The gain on disposal of property, plant and equipment, net in 2021 is primarily related to the sale of a refrigerated vessel, vacant land in the Middle East, and a packing facility in South America.

v3.22.4

Goodwill and Other Intangible Assets
12 Months Ended

Dec. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets Goodwill and Other Intangible Assets

The following table reflects our indefinite-lived intangible assets, including goodwill, and our definite-lived intangible assets along with related accumulated amortization by major category (U.S. dollars in millions):

December 30, 2022 December 31, 2021
Goodwill $ 422.9 $ 423.7
Indefinite-lived intangible assets:
Trademarks 31.7 31.7
Definite-lived intangible assets:
Definite-lived intangible assets 150.4 150.4
Accumulated amortization (47.1) (39.3)
Definite-lived intangible assets, net 103.3 111.1
Goodwill and other intangible assets, net $ 557.9 $ 566.5
6. Goodwill and Other Intangible Assets (continued)

Indefinite-lived and definite-lived intangible assets are included in intangible assets, net, in the Consolidated Balance Sheets. Our definite-lived intangible assets primarily consist of customer relationships, trade names and trademarks.

The following table reflects the changes in the carrying amount of goodwill by business segment (U.S. dollars in millions):
Bananas Fresh and Value-Added Products Totals
Balance at January 1, 2021 $ 64.5 $ 359.5 $ 424.0
Foreign exchange (0.2) (0.1) (0.3)
Balance at December 31, 2021 $ 64.3 $ 359.4 $ 423.7
Foreign exchange (0.2) (0.6) (0.8)
Balance at December 30, 2022 $ 64.1 $ 358.8 $ 422.9

In the table above, goodwill is presented net of accumulated impairment losses of $88.1 million, relating strictly to the fresh and value-added products segment. There were no impairment charges recorded to goodwill during 2022, 2021, or 2020.

Results of Impairment Tests

We review goodwill for impairment on an annual basis or earlier if indicators of impairment arise. We performed our fourth quarter 2022 annual goodwill impairment test using a quantitative assessment for all reporting units, and specifically an income approach valuation methodology. The results of our impairment test resulted in the fair value of each reporting unit exceeding its respective carrying amount as of the assessment date.

We also evaluated both Del Monte® trade names and trademarks related to our prepared food reporting unit for impairment as of the first day of our fourth quarter of 2022 using the royalty savings method, an income approach valuation methodology. The royalty savings method estimated the fair value of the intangible assets by capitalizing the royalties saved. Both Del Monte® trade names and trademarks had fair values that exceeded their carrying amounts.

The fair value of the banana reporting unit's goodwill, prepared reporting unit's goodwill and the Del Monte® prepared food reporting unit’s trade names and trademarks are sensitive to differences between estimated and actual cash flows and changes in the related discount rate used to evaluate the fair value of these assets. If the banana and the prepared food reporting unit do not perform to expected levels, the related goodwill and the Del Monte® trade names and trademarks associated with the prepared food reporting unit may be at risk for impairment in the future.

The following table highlights the sensitivities of the indefinite-lived intangibles as of December 30, 2022 (U.S. dollars in millions):
Banana
Reporting Unit
Goodwill Prepared Food
Reporting Unit
Goodwill
Prepared Food Reporting Unit
Del Monte®
Trade Names and Trademarks
Carrying value of indefinite-lived intangible assets $ 64.1 $ 48.8 $ 30.8
Approximate percentage by which the fair value exceeds the carrying value based on the annual impairment test 11.4 % 11.7 % 15.9 %
Amount that a one percentage point increase in the discount rate and a 5% decrease in cash flows would cause the carrying value to exceed the fair value and trigger an impairment $ 58.5 $ 26.3 $ —
6. Goodwill and Other Intangible Assets (continued)

In addition, certain definite-lived intangible assets related to our fresh and value-added products segment are sensitive to changes in estimated cash flows. We review long-lived assets (or asset groups) with identifiable cash flows for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. To the extent that future developments result in estimated cash flows that are less than currently estimated levels, it could lead to impairment of these assets.

The estimated amortization expense related to definite-lived intangible assets for the five succeeding years is as follows (U.S. dollars in millions):

Year Estimated Amortization Expense
2023 $ 6.9
2024 6.5
2025 6.4
2026 6.4
2027 6.3

v3.22.4

Allowance for Credit Losses
12 Months Ended

Dec. 30, 2022

Receivables [Abstract]

Financing Receivables Allowance for Credit Losses
We estimate expected credit losses on our trade receivables and financing receivables in accordance with Accounting Standards Codification (“ASC”) 326 - Financial Instruments - Credit Losses.

Trade Receivables

Trade receivables as of December 30, 2022 were $373.5 million, net of an allowance of $21.6 million. Our allowance for trade receivables consists of two components: a $9.3 million allowance for credit losses and a $12.3 million allowance for customer claims accounted for under the scope of ASC 606 - Revenue Recognition.

As a result of our robust credit monitoring practices, the industry in which we operate, and the nature of our customer base, the credit losses associated with our trade receivables have historically been insignificant in comparison to our annual net sales. We measure the allowance for credit losses on trade receivables on a collective (pool) basis when similar characteristics exist. We generally pool our trade receivables based on the geographic region or country to which the receivables relate. Receivables that do not share similar risk characteristics are evaluated for collectibility on an individual basis.

Our historical credit loss experience provides the basis for our estimation of expected credit losses. We generally use a three-year average annual loss rate as a starting point for our estimation, and make adjustments to the historical loss rate to account for differences in current conditions impacting the collectibility of our receivable pools. We generally monitor macroeconomic indicators to assess whether adjustments are necessary to reflect current conditions.
7. Allowance for Credit Losses (continued)

The table below presents a rollforward of our trade receivable allowance for credit losses for the years ended December 30, 2022 and December 31, 2021 (U.S. dollars in millions):

Year ended
Trade Receivables December 30, 2022 December 31, 2021
Allowance for Credit Losses
Balance, beginning of period $ 10.2 $ 15.1
Provision for uncollectible amounts 0.3 0.2
Deductions to allowance related to write-offs (0.7) —
Foreign exchange effects (0.1) —
Reclassifications(1)
(0.4) (5.1)
Balance, end of period $ 9.3 $ 10.2

(1) Reclassifications of $0.4 million and $5.1 million to the long-term allowance for credit losses during the years ended December 30, 2022 and December 31, 2021, respectively. The amounts in the long-term allowance for credit losses, presented in other noncurrent assets on our Consolidated Balance Sheets, related to customer receivables as of the years ended December 30, 2022 and December 31, 2021 are not material to our Consolidated Financial Statements.

Financing Receivables

Financing receivables are included in other accounts receivable, net on our Consolidated Balance Sheet and are recognized at amortized cost less an allowance for estimated credit losses. Financing receivables include seasonal advances to growers and suppliers, which are usually short-term in nature, and other financing receivables.

A significant portion of the fresh produce we sell is acquired through supply contracts with independent growers. In order to ensure the consistent high quality of our products and packaging, we make advances to independent growers and suppliers. These growers and suppliers typically sell all of their production to us and make payments on their advances as a deduction to the agreed upon selling price of the fruit or packaging material. The majority of the advances to growers and suppliers are for terms less than one year and typically span a growing season. In certain cases, there may be longer term advances with terms of up to five years.

We measure the allowance for credit losses on advances to suppliers and growers on a collective (pool) basis when similar risk characteristics exist. We generally pool our advances based on the country which they relate to, and further disaggregate them based on their current or past-due status. We generally consider an advance to a grower to be past due when the advance is not fully paid within the respective growing season. The allowance for advances to growers and suppliers that do not share similar risk characteristics are determined on a case-by-case basis, depending on the expected production for the season and other contributing factors. The advances are typically collateralized by property liens and pledges of the respective season's produce. Occasionally, we agree to a payment plan with certain growers or take steps to recover the advance via established collateral. We may write-off uncollectible financing receivables after our collection efforts are exhausted. Historically, our credit losses associated with our advances to suppliers and growers have not been significant.

Our historical credit loss experience provides the basis for our estimation of expected credit losses. We generally use a three-year average annual loss rate as a starting point for our estimation, and make adjustments to the historical loss rate to account for differences in current or expected future conditions. We generally monitor macroeconomic indicators as well as other factors, including unfavorable weather conditions and crop diseases, which may impact the collectibility of the advances when assessing whether adjustments to the historical loss rate are necessary.
7. Allowance for Credit Losses (continued)

The following table details the advances to growers and suppliers based on their credit risk profile (U.S. dollars in millions):

December 30, 2022 December 31, 2021
Current Past-Due Current Past-Due
Gross advances to growers and suppliers $ 44.6 $ 5.6 $ 40.6 $ 5.5

The allowance for advances to growers and suppliers and the related financing receivables for the years ended December 30, 2022 and December 31, 2021 were as follows (U.S. dollars in millions):

Year ended
December 30, 2022 December 31, 2021
Allowance for advances to growers and suppliers:
Balance, beginning of period $ 1.8 $ 2.1
Provision for uncollectible amounts 3.2 (0.1)
Deductions to allowance related to write-offs (0.1) (0.2)
Balance, end of period $ 4.9 $ 1.8

v3.22.4

Accounts Payable and Accrued Expenses
12 Months Ended

Dec. 30, 2022

Payables and Accruals [Abstract]

Accounts Payable and Accrued Expenses Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following (U.S. dollars in millions):

December 30, 2022 December 31, 2021
Trade payables $ 295.9 $ 320.0
Accrued fruit purchases 37.3 45.2
Ship and port operating expenses 18.4 23.1
Warehouse and distribution costs 29.5 30.4
Payroll and employee benefits 78.2 76.4
Accrued promotions 27.1 29.2
Other accrued expenses 63.5 55.8
Accounts payable and accrued expenses $ 549.9 $ 580.1
Other accrued expenses are primarily composed of accruals for purchases received but not invoiced and other accruals, none of which individually exceed 5% of current liabilities.

v3.22.4

Income Taxes
12 Months Ended

Dec. 30, 2022

Income Tax Disclosure [Abstract]

Income Taxes Income Taxes

The provision for income taxes consisted of the following (U.S. dollars in millions):

Year ended
December 30, 2022 December 31, 2021 January 1, 2021
Current:
U.S. federal income tax $ 0.3 $ (2.1) $ (10.6)
State 0.7 0.3 0.5
Non-U.S. 16.6 18.8 15.6
17.6 17.0 5.5
Deferred:
U.S. federal income tax — (5.0) 2.8
State — (1.2) 3.3
Non-U.S. 2.5 (8.8) (6.6)
2.5 (15.0) (0.5)
$ 20.1 $ 2.0 $ 5.0

Income before income taxes consisted of the following (U.S. dollars in millions):

Year ended
December 30, 2022 December 31, 2021 January 1, 2021
U.S. $ 1.0 $ (24.7) $ 1.0
Non-U.S. 116.8 106.6 50.3
$ 117.8 $ 81.9 $ 51.3

9. Income Taxes (continued)

The differences between the reported provision for income taxes and income taxes computed at the U.S. statutory federal income tax rate are explained in the following reconciliation (U.S. dollars in millions):

Year ended
December 30, 2022 December 31, 2021 January 1, 2021
Income tax provision computed at the U.S. statutory federal rate $ 24.7 $ 17.2 $ 10.8
Effect of tax rates on non-U.S. operations (71.7) (67.9) (54.6)
Provision for uncertain tax positions 1.7 2.3 0.6
Non-deductible interest 0.7 0.6 2.5
Foreign exchange 2.8 (6.1) (10.1)
Non-deductible intercompany charges 0.5 0.1 —
Non-deductible differences 0.9 2.0 1.6
Non-taxable income/loss 0.6 (4.8) 0.1
Non-deductible impairment charges — 1.1 0.2
Adjustment to deferred balances — 0.1 0.5
Other (3.2) 2.1 3.1
Other taxes in lieu of income 5.5 4.5 3.8
Change in deferred rate — 0.1 (10.1)
Benefit from net operating loss carryback provision (C.A.R.E.S. Act)
— (0.8) (4.6)
Increase in valuation allowance (1)
57.6 51.5 61.2
Provision for income taxes $ 20.1 $ 2.0 $ 5.0

_____________
(1) The increase in valuation allowance includes effects of foreign exchange and adjustments to deferred tax balances which were fully offset by valuation allowance.
9. Income Taxes (continued)

Deferred income tax assets and liabilities consisted of the following (U.S. dollars in millions):
December 30, December 31,
Deferred tax liabilities: 2022 2021
Allowances and other accrued liabilities $ (0.1) $ (1.0)
Inventories (17.1) (15.7)
Property, plant and equipment (75.7) (73.6)
Equity in earnings of unconsolidated companies (0.2) (0.1)
Pension obligations (2.6) (4.6)
Other noncurrent deferred tax liabilities (26.8) (20.5)
ROU assets (21.0) (24.4)
Total noncurrent deferred tax liabilities $ (143.5) $ (139.9)
Deferred tax assets:
Allowances and other accrued assets $ 17.9 $ 15.7
Inventories 5.9 4.6
Pension obligations 21.4 22.8
Property, plant and equipment 1.0 2.1
Post-retirement benefits other than pension 3.6 3.6
Net operating loss carryforwards 434.2 415.7
Capital loss carryover 2.1 2.4
Other noncurrent assets 93.9 56.2
Operating lease 22.9 25.8
Total noncurrent deferred tax assets 602.9 548.9
Valuation allowance (483.5) (424.8)
Total deferred tax assets, net $ 119.4 $ 124.1
Net deferred tax liabilities $ (24.1) $ (15.8)

The valuation allowance increased by $58.7 million in 2022. The increase in 2022 relates primarily to valuation allowance on additional net operating loss carryforwards combined with the effect of a valuation allowance reversal in 2021 of $12.3 million, resulting from a change in judgment about our ability to realize deferred tax assets in future years, due to our current and foreseeable operations.

At December 30, 2022, we are no longer permanently reinvested on certain foreign earnings yet remain permanently reinvested on all other undistributed foreign earnings in the amount of $1,686.8 million. Accordingly, we have recognized a deferred tax liability of $1.1 million as of December 30, 2022 related to the foreign earnings which are not considered to be permanently reinvested. No taxes have been provided for the earnings that are considered to be either indefinitely reinvested, or the earnings that could be distributed tax free. To the extent the earnings are considered indefinitely reinvested, determination of the amount of the unrecognized deferred tax liability is not practicable due to the complexities associated with its hypothetical calculation.
9. Income Taxes (continued)

At December 30, 2022, we had approximately $1,673.8 million of federal and foreign tax operating loss carryforwards expiring as follows (U.S. dollars in millions):

Expires:
2022 $ 19.0
2023 6.2
2024 10.5
2025 22.8
2026 and beyond 44.4
No expiration 1,570.9
$ 1,673.8

A reconciliation of the beginning and ending amount of uncertain tax positions excluding interest and penalties is as follows (U.S. dollars in millions):
December 30, 2022 December 31, 2021 January 1, 2021
Beginning balance $ 5.0 $ 3.5 $ 3.5
Gross decreases - tax position in prior period — — (0.1)
Gross increases - current-period tax positions 1.2 1.7 0.2
Foreign exchange (0.1) (0.2) (0.1)
Ending balance $ 6.1 $ 5.0 $ 3.5

We accrued $9.2 million in 2022 and $7.5 million in 2021, for uncertain tax positions, including interest and penalties that, if recognized would affect the effective income tax rate.

The tax years 2012-2022 remain subject to examination by taxing authorities throughout the world in major jurisdictions, such as Costa Rica, Luxembourg, Switzerland and the United States.

We classify interest and penalties on uncertain tax positions as a component of income tax expense in the Consolidated Statements of Operations. Accrued interest and penalties related to uncertain tax positions are $3.0 million and $2.5 million for December 30, 2022 and December 31, 2021, respectively and are included in other noncurrent liabilities.

In connection with the examination of the tax returns in two foreign jurisdictions, the taxing authorities have issued income tax deficiencies related to transfer pricing aggregating approximately $160.2 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 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 an 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. Pursuant to local law, we registered real estate collateral with an approximate fair market value of $6.0 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 year ended December 30, 2022. 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 $24.0 million, and a net book value of $4.6 million as of the year ended December 30, 2022. The registration of this real estate collateral does not affect our operations in the country.
9. Income Taxes (continued)

In the other foreign jurisdiction, the administrative court denied our appeal, and on March 4, 2020 we filed an action in the judicial court to contest the administrative court's decision. The case is still pending.

We will 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.

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.

v3.22.4

Leases
12 Months Ended

Dec. 30, 2022

Leases [Abstract]

Leases
10. Leases

We lease property and equipment under operating and finance leases. We evaluate our leases at inception or at any subsequent modification and classify them as either finance or operating leases. For leases with terms greater than 12 months, we recognize a related right-of-use asset and lease liability on the lease commencement date, calculated as the present value of the future minimum lease payments over the lease term. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

Certain leases include one or more options to renew or options to terminate, which are generally at our discretion. Any option or renewal periods that we determine are reasonably certain of being exercised are included in the lease term, and are used in calculating the right-of-use asset and lease liability. Our lease agreements do not contain any residual value guarantees. We do not separate lease and non-lease components of contracts.

When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement.

Our operating lease arrangements include leases of agricultural land and certain property, plant, and equipment, including office facilities and refrigerated containers. Many of our leases include predetermined fixed escalation clauses. We recognize rental expense for operating leases on a straight-line basis over the expected term of the lease. We also enter into ship charter agreements for the transport of our fresh produce to markets worldwide. As of the year ended 2022, one of our ships is chartered. The remaining term for our chartered ship is approximately 4 months.

Our finance lease arrangements include leases of refrigerated containers. For finance leases, we recognize interest expense and amortization of the right-of-use asset.

Subsequent to the year ended December 30, 2022, our 60% owned joint venture in Saudi Arabia entered into a sale and purchase agreement to sell two distribution centers, and related assets, for a total purchase price of $67.6 million. Contemporaneously with the execution of the sale and purchase agreement, we entered into an operating lease agreement in which we leased back approximately 31% of the facilities for a term of five years. The lease agreement allows for an option to renew for additional terms, subject to the written agreement of both parties.
10. Leases (continued)

Lease Position

The following table presents the lease-related assets and liabilities recorded on our Consolidated Balance Sheets as of December 30, 2022 and December 31, 2021 (U.S. dollars in millions):

Classification on the Balance Sheet December 30, 2022 December 31, 2021
Assets
Operating lease assets Operating lease right-of-use assets $ 213.8 $ 199.0
Finance lease assets Property, plant and equipment, net 8.6 9.9
Total lease assets $ 222.4 $ 208.9
Liabilities
Current
Operating Current maturities of operating leases $ 41.6 $ 37.0
Finance Current maturities of debt and finance leases 1.3 1.3
Noncurrent
Operating Operating leases, less current maturities 147.3 136.0
Finance Long-term debt and finance leases, less current maturities 7.3 8.6
Total lease liabilities $ 197.5 $ 182.9
Weighted-average remaining lease term:
Operating leases 6.5 years 6.6 years
Finance leases 5.7 years 6.6 years
Weighted-average discount rate:
Operating leases 5.23 % 4.96 %
Finance leases 2.91 % 2.91 %

Lease Costs

The following table presents certain information related to the lease costs for finance and operating leases for the years ended December 30, 2022, December 31, 2021 and January 1, 2021 (U.S. dollars in millions):

December 30,
2022 December 31,
2021 January 1, 2021
Finance lease cost
Amortization of lease assets $ 1.4 $ 0.3 $ —
Operating lease cost 66.3 61.9 69.4
Short-term lease cost 5.3 8.4 10.2
Variable lease cost 5.1 5.9 7.4
Total lease cost $ 78.1 $ 76.5 $ 87.0
10. Leases (continued)

Other Information

The following table presents supplemental cash flow information related to leases for fiscal 2022, 2021 and 2020 (U.S. dollars in millions):
December 30,
2022 December 31,
2021 January 1,
2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases $ 51.2 $ 41.2 $ 56.3
Financing cash flows for finance leases 1.3 0.3 0.3
Right-of-use assets obtained in exchange for new operating lease liabilities 59.6 78.8 50.7
Right-of-use assets obtained in exchange for new finance lease liabilities 0.1 9.9 —

Undiscounted Cash Flows

The following table reconciles the undiscounted cash flows for each of the first five years and total remaining years to the finance lease liabilities and operating lease liabilities recorded on the balance sheet as of December 30, 2022 (U.S. dollars in millions):

Operating Leases Finance Leases
2023 $ 53.7 $ 1.6
2024 48.1 1.6
2025 36.3 1.6
2026 30.2 1.6
2027 37.4 1.6
Thereafter 51.8 1.5
Total lease payments 257.5 9.5
Less: imputed interest 68.6 0.9
Total lease liabilities $ 188.9 $ 8.6

v3.22.4

Debt
12 Months Ended

Dec. 30, 2022

Debt Disclosure [Abstract]

Debt Debt

Credit Facility

On October 1, 2019, we entered into a Second Amended and Restated Credit Agreement (as amended, the “Second A&R Credit Agreement”) with Bank of America, N.A. as administrative agent and BofA Securities, Inc. as sole lead arranger and sole bookrunner and certain other lenders. The Second A&R Credit Agreement provides for a five-year, $0.9 billion syndicated senior unsecured revolving credit facility (the “Revolving Credit Facility”) maturing on October 1, 2024. Effective September 13, 2022, we exercised our option as included in the Second A&R Credit Agreement to reduce the borrowing limit on the Revolving Credit Facility from the original limit of $1.1 billion to $0.9 billion. Certain of our direct and indirect subsidiaries have guaranteed the obligations under the Second A&R Credit Agreement.

As of December 30, 2022, amounts borrowed under the Revolving Credit Facility accrued interest, at our election, at either (i) the Eurocurrency Rate (as defined in the Second A&R Credit Agreement) plus a margin that ranged from 1.0% to 1.5% or (ii) the Base Rate (as defined in the Second A&R Credit Agreement) plus a margin that ranged from 0% to 0.5%, in each case based on our Consolidated Leverage Ratio (as defined in the Second A&R Credit Agreement). The Second A&R Credit Agreement interest rate grid provides for five pricing levels for interest rate margins. In addition, we pay a fee on unused commitments.
11. Debt (continued)

On December 30, 2022, we and certain of our subsidiaries executed Amendment No. 1 to the Second A&R Credit Agreement (the “Amendment”) with the financial institutions and other lenders named therein, including Bank of America, N.A. as administrative agent and BofA Securities, Inc. as sole lead arranger and sole bookrunner. Pursuant to the Amendment, the reference interest rate on the Revolving Credit Facility was amended to replace the Eurocurrency Rate with the Term Secured Overnight Financing Rate (“Term SOFR”) effective January 3, 2023. As amended, Term Loans made under the Revolving Credit Facility can be Base Rate Loans, Term SOFR Loans or Alternative Currency Term Rate Loans. All other material terms of the Second A&R Credit Agreement, as amended, remain unchanged. We intend to use funds borrowed under the Revolving Credit Facility from time to time for general corporate purposes, working capital, capital expenditures and other permitted investment opportunities.

The Second A&R Credit Agreement provides for an accordion feature that permits us, without the consent of the other lenders, to request that one or more lenders provide us with increases in revolving credit facility or term loans up to an aggregate of $300 million (“Incremental Increases”). The aggregate amount of Incremental Increases can be further increased to the extent that after giving effect to the proposed increase in revolving credit facility commitments or term loans our Consolidated Leverage Ratio, on a pro forma basis, would not exceed 2.50 to 1.00. Our ability to request such increases in the Revolving Credit Facility or term loans is subject to our compliance with customary conditions set forth in the Second A&R Credit Agreement including compliance, on a pro forma basis, with the financial covenants and ratios set forth therein. Upon our request, each lender may decide, in its sole discretion, whether to increase all or a portion of its revolving credit facility commitment or provide term loans.

The Second A&R Credit Agreement requires us to comply with certain financial and other covenants. Specifically, it requires us to maintain a 1) Consolidated Leverage Ratio of not more than 3.50 to 1.00 at any time during any period of four consecutive fiscal quarters, subject to certain exceptions and 2) a minimum Consolidated Interest Coverage Ratio of not less than 2.25 to 1.00 as of the end of any fiscal quarter. Additionally, it requires us to comply with certain other covenants, including limitations on capital expenditures, stock repurchases, the amount of dividends that can be paid in the future, the amount and types of liens and indebtedness, material asset sales, and mergers. Under the Second A&R Credit Agreement, we are permitted to declare or pay cash dividends in any fiscal year up to an amount that does not exceed the greater of (i) an amount equal to the greater of (A) 50% of the Consolidated Net Income (as defined in the Second A&R Credit Agreement) for the immediately preceding fiscal year or (B) $25 million or (ii) the greatest amount which would not cause the Consolidated Leverage Ratio (determined on a pro forma basis) to exceed 3.25 to 1.00. It also provides an allowance for stock repurchases to be an amount not exceeding the greater of (i) $150 million in the aggregate or (ii) the amount that, after giving pro forma effect thereto and any related borrowings, will not cause the Consolidated Leverage Ratio to exceed 3.25 to 1.00. As of December 30, 2022, we were in compliance with all of the covenants contained in the Second A&R Credit Agreement.

Debt issuance costs of $0.6 million and $1.3 million are included in other noncurrent assets on our Consolidated Balance Sheets as of December 30, 2022 and December 31, 2021, respectively.

We have a renewable 364-day, $25.0 million letter of credit facility with Rabobank Nederland.

The following is a summary of the material terms of the Revolving Credit Facility and other working capital facilities at December 30, 2022 (U.S. dollars in millions):
Term Maturity Date Interest Rate Borrowing Limit Available Borrowings
Bank of America credit facility 5 years October 1, 2024 5.55% $ 900.0 $ 360.2
Rabobank letter of credit facility 364 days June 14, 2023 Varies 25.0 15.9
Other working capital facilities Varies Varies Varies 28.1 12.5
$ 953.1 $ 388.6

The margin for LIBOR advances as of December 30, 2022 was 1.375%.
11. Debt (continued)

As of December 30, 2022, we applied $33.9 million to letters of credit and bank guarantees issued from Rabobank Nederland, Bank of America, and other banks.

During 2018, we entered into interest rate swaps in order to hedge the risk of the fluctuation on future interest payments related to our variable rate borrowings from our Revolving Credit Facility. Refer to Note 17, “Derivative Financial Instruments”.

Maturities of long-term debt obligations during the next five years are as follows (U.S. dollars in millions):

Fiscal Years Long-Term
Debt
2023 $ 32.6
2024 563.4
2025 —
2026 —
2027 —
596.0
Less: Amounts representing interest(1)
(56.2)
539.8
Less: Current portion $ —
Totals, net of current portion of long-term debt and finance lease obligations $ 539.8

(1) We utilize a variable interest rate on our long-term debt, and for presentation purposes we have used an assumed average rate of 4.7%.

Cash payments of interest on long-term debt, net of amounts capitalized, were $23.5 million for 2022, $19.9 million for 2021 and $20.6 million for 2020. Capitalized interest expense was $0.5 million for 2022, $0.5 million for 2021 and $2.3 million for 2020.

v3.22.4

Earnings (Loss) Per Ordinary Share
12 Months Ended

Dec. 30, 2022

Earnings Per Share [Abstract]

Earnings (Loss) Income Per Ordinary Share Earnings Per Ordinary Share

Basic net income per share is computed using the weighted average number of common shares outstanding for the period. Basic and diluted net income per ordinary share are calculated as follows (U.S. dollars in millions, except share and per share data):
Year ended
December 30, 2022 December 31, 2021 January 1, 2021
Numerator:
Net income attributable to Fresh Del Monte Produce Inc. $ 98.6 $ 80.0 $ 49.2
Denominator:
Weighted average number of ordinary shares - Basic 47,790,920 47,508,208 47,569,794
Effect of dilutive securities - share-based awards 152,544 193,189 90,806
Weighted average number of ordinary shares - Diluted 47,943,464 47,701,397 47,660,600
Antidilutive awards(1)
103,148 2,039 55,153
Net income per ordinary share attributable to Fresh Del Monte Produce Inc.:
Basic $ 2.06 $ 1.68 $ 1.03
Diluted $ 2.06 $ 1.68 $ 1.03
(1) Awards of certain unvested shares and options are not included in the calculation of diluted weighted average shares outstanding because their effect would have been anti-dilutive.

v3.22.4

Accumulated Other Comprehensive (Loss) Income
12 Months Ended

Dec. 30, 2022

Equity [Abstract]

Accumulated Other Comprehensive (Loss) Income Accumulated Other Comprehensive Loss
The following table includes the changes in accumulated other comprehensive loss by component for the years ended December 30, 2022 and December 31, 2021 (U.S. dollars in millions):

Changes in Accumulated Other Comprehensive Loss by Component (1)
Cash Flow Hedges Foreign Currency Translation Adjustment Retirement Benefit Adjustment Total
Balance at January 1, 2021 $ (49.6) $ (3.3) $ (24.1) $ (77.0)
Other comprehensive income (loss) before reclassifications 10.3
(3)
(14.1)
(2)
14.5 10.7
Amounts reclassified from accumulated other comprehensive loss (1.6)
(4)
— 1.0 (0.6)
Net current period other comprehensive income (loss) 8.7 (14.1) 15.5 10.1
Balance at December 31, 2021 $ (40.9) $ (17.4) $ (8.6) $ (66.9)
Other comprehensive income (loss) before reclassifications 67.1
(3)
(18.6)
(2)
(4.1) 44.4
Amounts reclassified from accumulated other comprehensive loss (20.2) — 1.2 (19.0)
Net current period other comprehensive income (loss) 46.9 (18.6) (2.9) 25.4
Balance at December 30, 2022 $ 6.0 $ (36.0) $ (11.5) $ (41.5)

(1) All amounts are net of tax and noncontrolling interests.
(2) Includes a loss of $4.8 million for the year ended December 30, 2022 and a loss of $6.1 million for the year ended December 31, 2021 related to intra-entity foreign currency transactions that are of a long-term-investment nature.
(3) Includes a tax effect of $(5.8) million for the year ended December 30, 2022 and $(2.7) million for the year ended December 31, 2021.
(4) Includes amounts reclassified for both designated and dedesignated cash flow hedges. Refer to the following table for the amounts of each.
13. Accumulated Other Comprehensive Loss (continued)

The following table includes details about amounts reclassified from accumulated other comprehensive loss by component for the years ended December 30, 2022 and December 31, 2021 (U.S. dollars in millions):

Amount of (gain) loss reclassified from accumulated other comprehensive loss
Details about accumulated other comprehensive loss components December 30, 2022 December 31, 2021 Affected line item in the statement where net income is presented
Cash flow hedges:
Designated as hedging instruments:
Foreign currency cash flow hedges $ (31.4) $ (5.4) Net sales
Foreign currency cash flow hedges 6.5 (0.7) Cost of products sold
Interest rate swaps 4.7 11.3 Interest expense
Bunker fuel swaps no longer designated as hedging instruments — (5.8) Cost of products sold
Bunker fuel swaps no longer designated as hedging instruments — (1.0) Other expense, net
Total $ (20.2) $ (1.6)
Amortization of retirement benefits:
Actuarial losses 0.8 1.0 Other expense, net
Curtailment and settlement losses 0.4 — Other expense, net
Total $ 1.2 $ 1.0

v3.22.4

Retirement and Other Employee Benefits
12 Months Ended

Dec. 30, 2022

Retirement Benefits [Abstract]

Retirement and Other Employee Benefits Retirement and Other Employee Benefits

We sponsor a number of defined benefit pension plans and post-retirement plans. The most significant of these plans cover employees in the United States, United Kingdom, Costa Rica and Guatemala.

The benefit obligation is the projected benefit obligation for defined benefit pension plans and the accumulated post-retirement benefit obligation for post-retirement benefit plans other than pensions.

U.S. Defined Benefit Pension Plan

We sponsor a defined benefit pension plan, which covers a portion of our U.S.-based employees under a collective bargaining agreement. As a result of the accelerated closing of our Hawaii facility announced in 2006, the ILWU Local 42 collective bargaining agreement was not re-negotiated and expired in 2009 and as such the U.S.-based defined benefit pension plan has ceased accruing benefits. Our funding policy for this plan is to contribute amounts sufficient to meet the minimum funding requirements of the Employee Retirement Income Security Act of 1974, as amended, or such additional amounts as determined appropriate to assure that the assets of the plan would be adequate to provide benefits. Substantially all of the plan’s assets are invested in mutual funds.

United Kingdom Defined Benefit Pension Plan

We sponsor a defined benefit pension plan, which covers a portion of our employees in the United Kingdom (the “U.K. plan”). The U.K. plan provides benefits based on the employees’ years of service and qualifying compensation and has ceased accruing benefits. Benefit payments are based on a final pay calculation as of November 30, 2005 and are adjusted for inflation annually. Our funding policy for the U.K. plan is to contribute amounts into the plan in accordance with a recovery plan agreed by the Trustees and us in order to meet the statutory funding objectives of occupational trust-based arrangements of the United Kingdom or such additional amounts as determined appropriate to assure that assets of the U.K. plan are adequate to provide benefits. Substantially all of the U.K. plan’s assets are primarily invested in fixed income and equity securities.

Central American Plans

We provide retirement benefits to a portion of our employees of certain Costa Rican and Guatemalan subsidiaries (“Central American plans”). Generally, benefits under these programs are based on an employee’s length of service and level of compensation. These programs are commonly referred to as termination indemnities, which provide retirement benefits in accordance with regulations mandated by the respective governments. Funding generally occurs when employees cease active service.
14. Retirement and Other Employee Benefits (continued)

The following table sets forth a reconciliation of benefit obligations, plan assets and funded status for our defined benefit pension plans and post-retirement plans as of December 30, 2022 and December 31, 2021, which are also their measurement dates (U.S. dollars in millions):

Pension plans(1)
Post-retirement plans
December 30, 2022 December 31, 2021 December 30, 2022 December 31, 2021
U.S. U.K. U.S. U.K. Central America Central America
Change in Benefit Obligation:
Beginning benefit obligation $ 14.9 $ 63.5 $ 16.4 $ 69.0 $ 66.9 $ 68.0
Service cost — — — — 5.7 6.0
Interest cost 0.4 1.0 0.3 1.0 3.9 4.0
Actuarial (gain) loss (2.7) (18.9) (0.6) (4.4) (3.7) (6.6)
Benefits paid (1.2) (3.0) (1.2) (2.4) (6.1) (4.6)
Exchange rate changes(2)
— (6.4) — 0.3 — 0.1
Plan amendment — — — — — —
Ending benefit obligation 11.4 36.2 14.9 63.5 66.7 66.9
Change in Plan Assets:
Beginning fair value 14.3 72.5 13.7 67.1 — —
Actual return on plan assets (2.0) (26.2) 1.6 5.6 — —
Company contributions — 1.8 0.2 2.0 6.1 4.6
Benefits paid (1.2) (3.0) (1.2) (2.4) (6.1) (4.6)
Exchange rate changes(2)
— (7.2) — 0.2 — —
Ending fair value 11.1 37.9 14.3 72.5 — —
Amounts recognized in the Consolidated Balance Sheets:
Accounts payable and accrued expenses (current liability) — — — — (10.2) (8.4)
Retirement benefits liability (noncurrent liability) (0.3) — (0.6) — (56.5) (58.5)
Other noncurrent assets — 1.7 — 9.0 — —
Net (liability) asset recognized in the Consolidated Balance Sheets $ (0.3) $ 1.7 $ (0.6) $ 9.0 $ (66.7) $ (66.9)
Amounts recognized in Accumulated other comprehensive loss:(3)

Net actuarial (loss) gain (7.5) (8.4) (7.8) 0.8 2.8 (1.0)
Net amount recognized in accumulated other comprehensive loss $ (7.5) $ (8.4) $ (7.8) $ 0.8 $ 2.8 $ (1.0)
(1)The accumulated benefit obligation is the same as the projected benefit obligation.
(2)The exchange rate difference included in the reconciliation of the change in benefit obligation and the change in plan assets above results from currency fluctuations of the U.S. dollar relative to the British pound for the U.K. plan and the U.S. dollar versus Central American currencies such as the Costa Rican colon and Guatemalan quetzal for the Central American plans as of December 30, 2022 and December 31, 2021, when compared to the previous year.
(3)We had accumulated other comprehensive income of $3.1 million as of December 30, 2022 and $2.4 million as of December 31, 2021 related to the tax effect of unamortized pension gains and losses.
14. Retirement and Other Employee Benefits (continued)

The following table provides a rollforward of the accumulated other comprehensive loss balances (U.S. dollars in millions):

Pension plans Post-retirement plans
Year ended Year ended
December 30,
2022 December 31,
2021 December 30,
2022 December 31,
2021
Reconciliation of accumulated other comprehensive loss U.S. U.K. U.S. U.K. Central America Central America
Accumulated other comprehensive (loss) gain at beginning of plan year $ (7.8) $ 0.8 $ (9.6) $ (7.4) $ (1.0) $ (7.5)
Amortization of net losses recognized during the year 0.5 0.1 0.5 0.1 0.1 —
Net gain (loss) during the year (0.2) (9.1) 1.3 8.7 3.7 6.6
Currency exchange rate changes — (0.2) — (0.6) — (0.1)
Accumulated other comprehensive (loss) gain at end of plan year $ (7.5) $ (8.4) $ (7.8) $ 0.8 $ 2.8 $ (1.0)

The net actuarial loss recognized in other comprehensive income for fiscal 2022 associated with our U.K. plan primarily related to asset performance, partially offset by an increase in the discount rate as a result of underlying market conditions. The net actuarial gain for fiscal 2022 related to our Central America plans was mainly driven by increases in the associated discount rates.

The following table sets forth the net periodic pension cost of our defined benefit pension and post-retirement benefit plans (U.S. dollars in millions):

Pension plans Post-retirement plans
Year ended Year ended
December 30, 2022 December 31, 2021 January 1, 2021 December 30, 2022 December 31, 2021 January 1, 2021
U.S. U.K. U.S. U.K. U.S. U.K. Central America Central America Central America
Service cost $ — $ — $ — $ — $ — $ — $ 5.7 $ 6.0 $ 6.3
Interest cost 0.4 1.0 0.3 1.0 0.5 1.1 3.9 4.0 4.2
Expected return on assets (0.8) (1.8) (0.8) (1.4) (1.0) (1.5) — — —
Net amortization 0.5 0.1 0.5 0.1 0.5 0.1 0.1 — 0.7
Net periodic cost (income) $ 0.1 $ (0.7) $ — $ (0.3) $ — $ (0.3) $ 9.7 $ 10.0 $ 11.2

The expected return on assets is calculated using the fair value of plan assets for both the U.S. and U.K. plans.

Service costs are presented in the same line item in the Consolidated Statements of Operations as other compensation costs arising from services rendered by the employees during the period. With the exception of service cost, the other components of net periodic benefit costs (which include interest costs, expected return on assets, amortization of net actuarial losses) are recorded in the Consolidated Statements of Operations in other expense (income), net.
14. Retirement and Other Employee Benefits (continued)

Actuarial Assumptions

The assumptions used in the calculation of the benefit obligations of our U.S. and U.K. defined benefit pension plans and Central American plans consisted of the following:

December 30, 2022 December 31, 2021

January 1, 2021
Pension plans Post-retirement plans Pension plans Post-retirement plans

Pension plans Post-retirement plans
U.S. U.K. Central
America U.S. U.K. Central
America

U.S. U.K. Central
America
Weighted average discount rate 5.15 % 5.00 % 8.26 % 2.65 % 1.80 % 6.39 % 2.15 % 1.40 % 7.98 %
Rate of increase in compensation levels — — 4.80 % — — 4.82 % — — 4.74 %

The assumptions used in the calculation of the net periodic pension costs for our U.S. and U.K. defined benefit pension plans and Central American plans consisted of the following:

December 30, 2022 December 31, 2021 January 1, 2021
Pension plans Post-retirement plans Pension plans Post-retirement plans Pension plans Post-retirement plans
U.S. U.K. Central
America U.S. U.K. Central
America U.S. U.K. Central
America
Weighted average discount rate 2.65 % 1.80 % 6.39 % 2.15 % 1.40 % 6.34 % 3.00 % 2.00 % 6.27 %
Rate of increase in compensation levels — — 4.69 % — — 4.70 % — — 4.74 %
Expected long-term rate of return on assets 6.50 % 2.77 % — 6.50 % 1.98 % — 7.50 % 2.58 % —

Cash Flows

Pension plans Post-retirement plans
U.S. U.K. Central America
Expected benefit payments for:
2023 $ 1.2 $ 2.0 $ 10.2
2024 1.1 2.4 8.9
2025 1.1 2.2 9.0
2026 1.0 2.0 8.0
2027 1.0 2.1 8.0
Next 5 years 4.3 11.3 39.9
Expected benefit payments over the next 10 years $ 9.7 $ 22.0 $ 84.0

14. Retirement and Other Employee Benefits (continued)

For 2023, there are no expected contributions for the U.S. pension plan. Expected contributions for the U.K. pension plan are $1.7 million for 2023. Contributions for the U.S. and U.K. pension plans are actuarially determined based on funding regulations.

U.S. Defined Benefit Pension Plan

Plan Assets

Our overall investment strategy is to achieve a mix of between 50%-70% equity securities for long-term growth and 30%-50% fixed income securities for near-term benefit payments. Asset allocation targets promote optimal expected return and volatility characteristics given the long-term time horizon for fulfilling the obligations of the pension plans. Selection of the targeted asset allocation for U.S. plan assets was based upon a review of the expected return and risk characteristics of each asset class, as well as the correlation of returns among asset classes.

The fair values of our U.S. plan assets by asset category are as follows as of the years ended December 30, 2022 and December 31, 2021 (U.S. dollars in millions):

Fair Value Measurements at
December 30, 2022
Quoted Prices in
Active Markets for
Identical Assets Significant
Observable
Inputs Significant
Unobservable
Inputs
Asset Category Total (Level 1) (Level 2) (Level 3)
Mutual Funds:
Fixed income securities $ 4.7 $ 4.7 $ — $ —
Value securities 2.3 2.3 — —
Growth securities 4.1 4.1 — —
Total $ 11.1 $ 11.1 $ — $ —

Fair Value Measurements at
December 31, 2021
Quoted Prices in
Active Markets for
Identical Assets Significant
Observable
Inputs Significant
Unobservable
Inputs
Asset Category Total (Level 1) (Level 2) (Level 3)
Mutual Funds:
Fixed income securities $ 5.3 $ 5.3 $ — $ —
Value securities 3.0 3.0 — —
Growth securities 6.0 6.0 — —
Total $ 14.3 $ 14.3 $ — $ —
14. Retirement and Other Employee Benefits (continued)

Mutual Funds – This category includes investments in mutual funds that encompass both equity and fixed income securities that are designed to provide a diverse portfolio. The plan’s mutual funds are designed to track exchange indices, and invest in diverse industries. Some mutual funds are classified as regulated investment companies. Investment managers have the ability to shift investments from value to growth strategies, from small to large capitalization funds, and from U.S. to international investments. These investments are valued at the closing price reported on the active market on which the individual securities are traded. These investments are classified within Level 1 of the fair value hierarchy.

Investment managers agree to operate the plan's investments within certain criteria that determine eligible and ineligible securities, diversification requirements and credit quality standards, where applicable. Unless exceptions have been approved or are part of a permitted mutual fund strategy, investment managers are prohibited from buying or selling commodities, futures or
option contracts, as well as from short selling of securities. Furthermore, investment managers agree to obtain written approval for deviations from stated investment style or guidelines. We considered historical returns and the future expectations for returns for each asset class as well as the target asset allocation of plan assets to develop the expected long-term rate of return on assets assumption. We evaluate the rate of return assumption on an annual basis.

United Kingdom Defined Benefit Pension Plan

Plan Assets

The fair values of our U.K. plan assets by asset category are as follows as of the years ended December 30, 2022 and December 31, 2021 (U.S. dollars in millions):

Fair Value Measurements at
December 30, 2022
Asset Category Total Quoted Prices
in Active
Markets for
Identical Assets
(Level 1) Significant
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
Cash $ 0.3 $ 0.3 $ — $ —
Equity securities:
Diversified growth funds 8.4 — 8.4 —
Other international companies 0.8 — 0.8 —
Real estate investment trusts 1.2 — 1.2 —
Fixed income securities:
Government and corporate bonds 19.5 — 19.5 —
Liability-driven investments 7.7 — 7.7 —
Total $ 37.9 $ 0.3 $ 37.6 $ —
14. Retirement and Other Employee Benefits (continued)
Fair Value Measurements at
December 31, 2021
Asset Category Total Quoted Prices
in Active
Markets for
Identical Assets
(Level 1) Significant
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
Cash $ 0.5 $ 0.5 $ — $ —
Equity securities:
Diversified growth funds 20.8 — 20.8 —
Other international companies 3.5 — 3.5 —
Real estate investment trusts 3.5 — 3.5 —
Fixed income securities:
Government and corporate bonds 24.9 — 24.9 —
Liability-driven investments 19.3 — 19.3 —
Total $ 72.5 $ 0.5 $ 72.0 $ —

Equity securities – This category includes pooled investments in global equities, emerging market equities and diversified growth funds. The investments are spread across a range of diverse industries including financial, information technology, consumer discretionary and consumer staples. The diversified growth funds seek to provide a long-term equity-like return, with a managed level of volatility. The diversified growth funds invest across a wide range of asset classes, both traditional and alternative. Units of the pooled investment accounts are not traded on an exchange or in an active market; however, valuation is based on the underlying investments of the units and are classified as Level 2 inputs within the fair value hierarchy.

Fixed income securities – This category includes pooled investments in liability-driven investments and government and corporate bonds. These investments are valued at the closing price reported on the active market on which the individual securities are traded. Units of the pooled investment accounts are not traded on an exchange or in an active market; however, valuation is based on the underlying investments of the units and are classified as Level 2 inputs within the fair value hierarchy.

The expected long-term rate of return assumption for U.K. plan assets is reviewed annually and is determined by reference to U.K. government bond yields, the historical level of the risk premium associated with the other asset classes in which the portfolio is invested and the expectations for future returns of each asset class.

The plan’s investment strategy is to optimize growth through investment in return-seeking securities, while maintaining a stable funding position through investments that aim to match the change in the value of the plan's liabilities due to movements in interest rates and inflation. The growth portfolio invests across a diversified range of asset classes, including equities, fixed income securities, and alternatives, such as hedge funds. The remaining portfolio invests in U.K. government bonds, corporate bonds, cash and leveraged liability-driven investment funds.

Fund managers have no discretion to make asset allocation decisions with the exception of the diversified growth fund. The trustees try to rebalance any discrepancies through selective allocations of future contributions. Performance benchmarks for each asset class are based on various indices. Investment performance is reviewed quarterly.

Other Employee Benefits

We also sponsor a defined contribution plan established pursuant to Section 401(k) of the Internal Revenue Code. Subject to certain dollar limits, employees may contribute a percentage of their salaries to the plan, and we will match a portion of each employee’s contribution. This plan is in effect for U.S.-based employees only. The expense pertaining to this plan was $1.2 million for 2022, $1.2 million for 2021 and $1.4 million for 2020.

14. Retirement and Other Employee Benefits (continued)

On August 31, 1997, one of our subsidiaries ceased accruing benefits under its salary continuation plan covering certain of our Central American management personnel. At December 30, 2022 we had $2.2 million accrued for this plan, including $0.4 million in accumulated other comprehensive loss related to unamortized pension gains. Net periodic pension costs for the years ended December 30, 2022, December 31, 2021 or January 1, 2021 were insignificant. Expected benefit payments under the plan for 2023 through 2027 total $2.0 million. For 2028 through 2032 the expected benefit payments under the plan total $0.4 million.

We sponsor a service gratuity plan covering certain of our Kenyan personnel. At December 30, 2022 we had $5.4 million accrued for this plan, including $0.3 million in accumulated other comprehensive loss related to unamortized pension losses. Net periodic pension costs were $2.2 million for the year ended December 30, 2022, and included curtailment and settlement expenses of $0.9 million. Net periodic pension costs were $1.4 million for the year ended December 31, 2021 and $1.5 million million for the year ended January 1, 2021. During fiscal 2022, we began conversion of the service gratuity plan into a Provident fund scheme which has allowed certain of our Kenyan personnel to make a voluntary decision whether to remain as participants of the plan, or to convert to the Provident fund. The conversion to the Provident fund scheme will require us to make funding contributions that would differ in timing with those previously expected under the service gratuity plan, and which will ultimately depend on the number of employees who elect to convert. We estimate that the combined expected benefit payments under both the service gratuity plan and the Provident fund scheme from 2023 through 2027 will be approximately $8.8 million , and expected benefit payments from 2028 through 2032 will be approximately $4.0 million.

We provide retirement benefits to certain employees who are not U.S.-based. Generally, benefits under these programs are based on an employee’s length of service and level of compensation. Included in retirement benefits on our consolidated balance sheets is $18.0 million at December 30, 2022 and $19.3 million at December 31, 2021 related to these programs.

The unamortized pension losses related to other non-U.S.-based plans included in accumulated other comprehensive loss, a component of shareholders’ equity, was $1.8 million for the year ending December 30, 2022 and $1.1 million for the year ending December 31, 2021. We also offer certain post-employment benefits to former executives and have $1.3 million at December 30, 2022 and $1.8 million at December 31, 2021 in retirement benefits on our consolidated balance sheets related to these benefits.

v3.22.4

Share-Based Compensation
12 Months Ended

Dec. 30, 2022

Share-Based Payment Arrangement, Noncash Expense [Abstract]

Share-Based Compensation Share-Based Compensation

We maintain various compensation plans for officers, other employees, and non-employee members of our Board of Directors. On June 2, 2022, our shareholders approved and ratified the 2022 Omnibus Share Incentive Plan (the “2022 Plan”). The 2022 Plan allows us to grant equity-based compensation awards including restricted stock units (“RSUs”), performance stock units (“PSUs”), stock options, and restricted stock awards (“RSAs”). The 2022 Plan replaces and supersedes the 2014 Omnibus Share Incentive Plan (the “Prior Plan”). Under the 2022 Plan, the Board of Directors is authorized to award up to 2,800,000 ordinary shares plus approximately 220,000 ordinary shares which remained available under the Prior Plan at the time of adoption.

Stock-based compensation expense related to RSUs, PSUs and RSAs is included in selling, general and administrative expenses in the accompanying Consolidated Statements of Operations and is comprised as follows (U.S. dollars in millions):

Year ended
Types of Awards December 30, 2022 December 31, 2021 January 1, 2021
RSUs/PSUs $ 6.9 $ 7.6 $ 7.2
RSAs — — 0.3
Total $ 6.9 $ 7.6 $ 7.5
15. Share-Based Compensation (continued)

Restricted Stock Units and Performance Stock Units

Under the 2022 Plan and Prior Plan, each RSU/PSU represents a contingent right to receive one of our ordinary shares. The PSUs are subject to meeting minimum performance criteria set by the Compensation Committee of our Board of Directors. The actual number of shares the recipient receives is determined based on the results achieved versus performance goals. Those performance goals are based on exceeding a measure of our earnings. Depending on the results achieved, the actual number of shares that an award recipient receives at the end of the period may range from 0% to 100% of the award units granted. Provided such criteria are met, the PSUs granted during 2022 will vest in three equal installments in (1) June and July 2023, (2) March 2024 and (3) March 2025. PSUs granted prior to 2022 will vest in three equal annual installments on each of the next three anniversary dates. All PSU vesting is contingent on the recipient's continued employment with us.

Expense for RSUs is recognized on a straight line basis over the requisite service period for the entire award. RSUs granted in 2022 vest in three equal installments in June 2023, March 2024 and March 2025, with the exception of RSUs granted to our Board of Directors which vest after a one-year period. RSUs granted in 2021 vest annually in three equal installments over a three-year service period while RSUs granted prior to 2021 vested 20% on the grant date, with 20% vesting on each of the next four anniversaries.

The fair market value for RSUs and PSUs is based on the closing price of our stock on the grant date. We recognize expenses related to RSUs and PSUs based on the fair market value, as determined on the grant date, ratably over the vesting period, provided the performance condition, if any, is probable. Forfeitures are recognized as they occur.

RSUs and PSUs do not have the voting rights of ordinary shares, and the shares underlying the RSUs and PSUs are not considered issued and outstanding. However, shares underlying RSUs/PSUs are included in the calculation of diluted earnings per share to the extent the performance criteria are met, if any.

RSUs and PSUs are eligible to earn Dividend Equivalent Units (“DEUs”) equal to the cash dividend paid to ordinary shareholders. DEUs are subject to the same performance and/or service conditions as the underlying RSUs and PSUs and are forfeitable.
15. Share-Based Compensation (continued)

The following table summarizes RSU and PSU activity for the years ended December 30, 2022, December 31, 2021, and January 1, 2021:
RSUs PSUs
Number of
Shares Weighted
Average Grant Date Fair
Value Number of
Shares Weighted
Average Grant Date Fair
Value
Non-vested as of December 27, 2019 242,187 $ 40.13 119,729 $ 36.52
Granted 200,710 29.40 89,543 28.42
Vested (140,916) 40.19 (63,303) 42.33
Canceled (25,191) 33.78 (25,930) 31.69
Non-vested as of January 1, 2021 276,790 32.89 120,039 28.42
Granted 333,785 26.25 123,158 26.02
Vested (129,194) 35.30 (48,191) 28.23
Canceled (26,148) 27.01 (20,786) 25.14
Non-vested as of December 31, 2021 455,233 27.63 174,220 26.89
Granted 153,944 24.28 152,211 28.92
Vested (212,464) 28.76 (67,599) 27.38
Canceled (36,616) 26.14 (43,289) 26.85
Non-vested as of December 30, 2022 360,097 $ 25.68 215,543 $ 28.18

As of December 30, 2022, the total remaining unrecognized compensation cost related to non-vested RSUs/PSUs is $8.6 million, which will be amortized over the weighted-average remaining requisite service period of 1.5 years.

v3.22.4

Commitments and Contingencies
12 Months Ended

Dec. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Commitments and Contingencies

Commitments

We have agreements to purchase the entire or partial production of certain products of our independent growers primarily in Guatemala, Ecuador, Philippines, Costa Rica, Colombia, and United Kingdom that meet our quality standards. Total purchases under these agreements amounted to $625.9 million for 2022, $683.2 million for 2021 and $744.9 million for 2020.

Refer to Note 10. “Leases”, for further a discussion concerning our lease commitments.

Kunia Well Site

In 1980, elevated levels of certain chemicals were detected in the soil and ground-water at a plantation leased by one of our U.S. subsidiaries in Honolulu, Hawaii (the “Kunia Well Site”). In 2005, our subsidiary signed a Consent Decree (“Consent Decree”) with the Environmental Protection Agency (“EPA”) for the performance of the clean-up work for the Kunia Well Site. Based on findings from remedial investigations, our subsidiary coordinated with the EPA to evaluate the clean-up work required in accordance with the Consent Decree. On July 25, 2022, an Explanation of Significant Differences (ESD) for the Kunia Well Site was filed by the EPA, which formally transitioned the remedy for the Kunia Well Site to a Monitored Natural Attenuation (MNA), thereby reducing our potential liability. In connection with the above decision, we recorded a $9.9 million reduction in our liability during the year ended December 30, 2022, presented in asset impairment and other (credits) charges, net in our Consolidated Statements of Operations, to reflect the decrease in estimated costs associated with the clean-up.

The revised estimate associated with the clean-up costs, and on which our accrual is based, is $2.8 million. As of December 30, 2022, $2.5 million was included in other noncurrent liabilities, and $0.3 million was included in accounts payable and accrued expenses in the Consolidated Balance Sheets for the Kunia Well Site clean-up. We expect to expend approximately $0.3 million in 2023, $0.6 million in 2024, $0.5 million in 2025, $0.4 million in 2026, and $0.1 million in 2027.

Additional Information

In addition to the foregoing, we are involved from time to time in various claims and legal actions incident to our operations, both as plaintiff and defendant. In the opinion of management, after consulting with legal counsel, none of these other claims is currently expected to have a material adverse effect on the results of operations, financial position or our cash flows.

We intend to vigorously defend ourselves in all of the above matters.

v3.22.4

Derivative Financial Instruments
12 Months Ended

Dec. 30, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments Derivative Financial Instruments

Our derivative financial instruments reduce our exposure to fluctuations in foreign exchange rates, variable interest rates and bunker fuel prices. We designate our derivative financial instruments as cash flow hedges.

Counterparties expose us to credit loss in the event of non-performance of hedges. We monitor our exposure to counterparty non-performance risk both at inception of the hedge and at least quarterly thereafter.

Fluctuations in the value of the derivative instruments are generally offset by changes in the cash flows of the underlying exposures being hedged. A cash flow hedge requires the change in the fair value of a derivative instrument to be recognized in other comprehensive income (loss), a component of shareholders’ equity, and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item.

Certain of our derivative instruments contain provisions that require the current credit relationship between us and our counterparty to be maintained throughout the term of the derivative instruments. If that credit relationship changes, certain provisions could be triggered, and the counterparty could request immediate collateralization of derivative instruments in a net liability position above a certain threshold. The aggregate fair value of all derivative instruments with a credit-risk-related contingent feature that are in a liability position on December 30, 2022 is $6.7 million. As of December 30, 2022, no triggering event has occurred and thus we are not required to post collateral.
17.  Derivative Financial Instruments (continued)

Derivative instruments are disclosed on a gross basis. There are various rights of setoff associated with our derivative instruments that are subject to an enforceable master netting arrangement or similar agreements. Although various rights of setoff and master netting arrangements or similar agreements may exist with the individual counterparties, individually, these financial rights are not material.

Cash flows from derivative instruments that are designated as cash flow hedges are classified in the same category as the cash flows from the underlying hedged items. In the event that hedge accounting is discontinued, cash flows related to changes in fair value subsequent to the date of discontinuance are classified within investing activities.

Foreign Currency Hedges

We are exposed to fluctuations in currency exchange rates against the U.S. dollar on our results of operations and financial condition, and we mitigate that exposure by entering into foreign currency forward contracts. Certain of our subsidiaries periodically enter into foreign currency forward contracts in order to hedge portions of forecasted sales or cost of sales denominated in foreign currencies, which generally mature within one year. At December 30, 2022, our foreign currency forward contracts will primarily hedge a portion of our 2023 foreign currency exposure.

The foreign currency forward contracts qualifying as cash flow hedges were designated as single-purpose cash flow hedges of forecasted cash flows.

We had the following outstanding foreign currency forward contracts as of December 30, 2022 (in millions):

Foreign currency contracts qualifying as cash flow hedges: Notional amount
British pound GBP 11.0
Chilean peso CLP 20,287.1
Euro EUR 42.2
Japanese yen JPY 2,500.8
Korean won KRW 18,750.0
Kenyan shilling KES 46.6

Bunker Fuel Hedges

We are exposed to fluctuations in bunker fuel prices on our results of operations and financial condition, and we periodically enter into bunker fuel swap agreements which permit us to lock in bunker fuel prices and mitigate that exposure. During fiscal 2020, one of our subsidiaries entered into bunker fuel swap agreements in order to hedge portions of our fuel expenses incurred by our owned and chartered vessels throughout 2020 and 2021. We designated our bunker fuel swap agreements as cash flow hedges. As of December 30, 2022, there were no outstanding bunker fuel hedges.

Interest Rate Contracts

We are exposed to fluctuations in variable interest rates on our results of operations and financial condition, and we mitigate that exposure by entering into interest rate swaps. During 2018, we entered into interest rate swaps in order to hedge the risk of the fluctuation on future interest payments related to our variable rate LIBOR-based borrowings through 2028. We amended our Second A&R Credit Agreement and our interest rate swaps to transition from LIBOR to SOFR as a reference rate effective January 3, 2023. Refer to our discussion of New Accounting Pronouncements in Note 2, “Summary of Significant Accounting Policies” for further information.
17.  Derivative Financial Instruments (continued)

Gains or losses on interest rate swaps are recorded in other comprehensive income (loss) and are subsequently reclassified into earnings as the interest expense on debt is recognized in earnings. At December 30, 2022, the notional value of interest rate contracts outstanding was $400 million, with $200 million maturing in 2024 and the remaining $200 million maturing in 2028.

The following table reflects the fair values of derivative instruments, which are designated as level 2 in the fair value hierarchy, as of December 30, 2022 and December 31, 2021 (U.S. dollars in millions):

Derivatives designated as hedging instruments(1)
Foreign exchange contracts Interest rate swaps Total
Balance Sheet location: December 30, 2022 December 31, 2021 December 30, 2022 December 31, 2021 December 30, 2022 December 31, 2021
Asset derivatives:
Prepaid expenses and other current assets $ — $ 0.5 $ — $ — $ — $ 0.5
Other noncurrent assets — — 15.8 — 15.8 —
Total asset derivatives $ — $ 0.5 $ 15.8 $ — $ 15.8 $ 0.5
Liability derivatives:
Accounts payable and accrued expenses $ 6.5 $ 8.1 $ — $ — $ 6.5 $ 8.1
Other noncurrent liabilities 0.2 6.1 — 29.4 0.2 35.5
Total liability derivatives $ 6.7 $ 14.2 $ — $ 29.4 $ 6.7 $ 43.6

(1) See Note 18, “Fair Value Measurements,” for fair value disclosures.

We expect that $1.0 million of the net fair value of our cash flow hedges recognized as a net gain in accumulated other comprehensive loss will be transferred to earnings during the next 12 months, and the remaining net gain of $7.2 million over the following 5 years, along with the earnings effect of the related forecasted transactions.

The following table reflects the effect of derivative instruments on the Consolidated Statements of Comprehensive Income for the years ended December 30, 2022 and December 31, 2021 (U.S. dollars in millions):
Net amount of gain recognized in other comprehensive income on derivatives
Derivative Instruments December 30, 2022 December 31, 2021
Foreign exchange contracts $ 7.5 $ (8.1)
Bunker fuel swaps — (1.7)
Interest rate swaps, net of tax 39.4 18.5
Total $ 46.9 $ 8.7

v3.22.4

Fair Value Measurements
12 Months Ended

Dec. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements Fair Value Measurements

Fair Value of Financial Instruments

Our derivative assets or liabilities include foreign exchange and interest rate derivatives that are measured at fair value using observable market inputs such as forward rates, interest rates, and our own credit risk as well as an evaluation of our counterparties’ credit risks. We use an income approach to value our outstanding foreign currency and interest rate hedges, which consists of a discounted cash flow model that takes into account the present value of future cash flows under the terms of the contracts using current market information as of the measurement date such as foreign currency spot rate, forward rates and interest rates. Additionally, we include an element of default risk based on observable inputs into the fair value calculation. Based on these inputs, the derivative assets or liabilities are classified within Level 2 of the valuation hierarchy.

The following table provides a summary of the fair values of our derivative financial instruments measured on a recurring basis (U.S. dollars in millions):

Fair Value Measurements
Foreign currency forward contracts, net liability Interest rate contracts, net asset (liability)
December 30,
2022 December 31,
2021 December 30,
2022 December 31,
2021
Quoted prices in active markets for identical assets (Level 1) $ — $ — $ — $ —
Significant other observable inputs (Level 2) (6.7) (13.7) 15.8 (29.4)
Significant unobservable inputs (Level 3) — — — —

Refer to Note 14, “Retirement and Other Employee Benefits” for further fair value disclosures related to pension assets.

In estimating our fair value disclosures for financial instruments, we use the following methods and assumptions:

Cash and cash equivalents: The carrying amount reported in the Consolidated Balance Sheets for these items approximates fair value due to their liquid nature and are classified as Level 1.

Trade accounts receivable and other accounts receivable, net: The carrying value reported in the Consolidated Balance Sheets for these items is net of allowances, which includes a degree of counterparty non-performance risk and are classified as Level 2.

Accounts payable and other current liabilities: The carrying value reported in the Consolidated Balance Sheets for these items approximates their fair value, which is the likely amount for which the liability with short settlement periods would be transferred to a market participant with a similar credit standing as ours and are classified as Level 2.

Long-term debt: The carrying value of our long-term debt reported in the Consolidated Balance Sheets approximates their fair value since they bear interest at variable rates which contain an element of default risk. The fair value of our long-term debt is estimated using Level 2 inputs based on quoted prices for those or similar instruments. Refer to Note 11, “Debt.”
18. Fair Value Measurements (continued)

Fair Value of Non-Financial Assets

During fiscal 2020, we performed a comprehensive review of our asset portfolio and identified non-strategic and underutilized property, plant, and equipment assets across various of our regions to dispose of while reducing costs and driving further efficiencies in our operations (the "Optimization Program"). Certain of these assets, as well as additional assets identified for sale since the start of the program, met the held for sale criteria as of December 30, 2022, and relate to both our fresh and value-added products and banana segments. Included in the $67.3 million of assets held for sale as of December 30, 2022 were the following: $45.4 million is related to facilities and land in Saudi Arabia, $16.2 million consists of a facility and related assets in the United States, $2.4 million consists of a facility and related assets in Europe, $2.3 million consists of facilities and farm land in South America, and the remaining $1.0 million consists of farm land in Central America. These assets are recognized at the lower of cost or fair value less cost to sell. The fair value measurements of our held for sale assets are generally based on Level 3 inputs, which include information obtained from third-party appraisals.

During 2022, we received proceeds of $7.5 million and recorded a gain on disposal of property, plant and equipment, net of $1.8 million from the sale of assets previously held for sale.

We recorded asset impairment and other charges during the years ended December 30, 2022 and December 31, 2021, that do not fall under the scope of fair value measurement. Refer to Note 3, “Asset Impairment and Other (Credit) Charges, Net”.

v3.22.4

Related Party Transactions
12 Months Ended

Dec. 30, 2022

Related Party Transactions [Abstract]

Related Party Transactions Related Party Transactions

Advances and receivables due from related parties were $1.6 million in 2022 and $1.0 million in 2021.

Payables to related parties were $15.3 million in 2022 and $18.3 million in 2021, of which one Mann Packing grower had $14.7 million in accounts payable and accrued expenses in 2022 and $17.6 million in 2021.

We incurred expenses of approximately $2.5 million in 2022, $2.4 million in 2021 and $1.3 million in 2020 for chartered air transportation services from an aircraft management company in which our Chairman and Chief Executive Officer has an ownership interest.

Other purchases from related parties were $109.4 million in 2022 compared to $119.6 million in 2021 and $130.3 million in 2020, of which $107.1 million for 2022, $117.4 million for 2021 and $125.0 million for 2020 were related to one Mann Packing grower.

Related party leases include a building and land in North America. The expenses incurred were $1.2 million for 2022 and $1.2 million for 2021. The right-of-use asset and liabilities were $5.9 million and $6.2 million, respectively, in 2022 and $7.7 million in 2021, which primarily relates to one Mann Packing grower.

Sales to related parties amounted to $1.0 million in 2022 and $0.9 million in 2021.

Cash distributions to noncontrolling interests were $0.9 million in 2022 and $6.5 million in 2021. We have reflected the cash distributions to noncontrolling interests under financing activities in our Consolidated Statements of Cash Flows. We have $2.0 million as of December 30, 2022 and $2.6 million as of December 31, 2021 in other noncurrent liabilities in our Consolidated Balance Sheets related to one of our noncontrolling interests.

v3.22.4

Unaudited Quarterly Financial Information
12 Months Ended

Dec. 30, 2022

Quarterly Financial Data [Abstract]

Unaudited Quarterly Financial Information Unaudited Quarterly Financial Information

Our fiscal quarter-ends correspond to the last Friday of the 13-week period, beginning the day following our fiscal year end. The following summarizes certain quarterly operating data (U.S. dollars in millions, except per share data):

Quarter ended
April 1, 2022 July 1, 2022 September 30, 2022 December 30, 2022
Net sales $ 1,136.9 $ 1,211.9 $ 1,053.5 $ 1,040.0
Gross profit 89.8 80.7 88.0 81.7
Net income 24.7 21.1 32.6 19.4
Net income attributable to Fresh Del Monte
       Produce Inc. 25.8 21.2 33.3 18.3
Net income per ordinary share attributable to
    Fresh Del Monte Produce Inc. – basic(1)
$ 0.54 $ 0.44 $ 0.70 $ 0.38
Net income per ordinary share attributable to
    Fresh Del Monte Produce Inc. – diluted(1)
$ 0.54 $ 0.44 $ 0.69 $ 0.38
Dividends declared per ordinary share $ 0.15 $ 0.15 $ 0.15 $ 0.15
April 2, 2021 July 2, 2021 October 1, 2021
December 31, 2021(2)
Net sales $ 1,088.3 $ 1,141.6 $ 1,004.8 $ 1,017.3
Gross profit 105.0 110.0 48.9 39.8
Net income (loss) 41.4 47.7 1.5 (10.7)
Net income (loss) attributable to Fresh Del Monte
    Produce Inc. 42.7 47.2 1.3 (11.2)
Net income (loss) per ordinary share attributable to
    Fresh Del Monte Produce Inc. – basic(1)
$ 0.90 $ 0.99 $ 0.03 $ (0.24)
Net income (loss) per ordinary share attributable to
    Fresh Del Monte Produce Inc. – diluted(1)
$ 0.90 $ 0.99 $ 0.03 $ (0.24)
Dividends declared per ordinary share $ 0.10 $ 0.10 $ 0.15 $ 0.15

Due to rounding, the sum of the quarterly amounts may not equal the reported amounts for the year.
(1)Basic and diluted earnings per share for each of the quarters presented above is based on the respective weighted average number of shares for the quarters.
(2)Diluted earnings per share for the quarter ended December 31, 2021 excludes the impact of antidilutive share-based payment awards of 742,006 ordinary shares, as they were antidilutive.

v3.22.4

Business Segment Data
12 Months Ended

Dec. 30, 2022

Segment Reporting [Abstract]

Business Segment Data Business Segment Data

We are principally engaged in the production, distribution and marketing of fresh and value-added products and bananas. Our products are sold in markets throughout the world and 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 (which includes fresh-cut salads), melons, vegetables, non-tropical fruit (which includes grapes, apples, citrus, blueberries, strawberries, pears, peaches, plums, nectarines, cherries and kiwis), other fruit and vegetables, avocados, and prepared foods (which includes prepared fruit and vegetables, juices, other beverages, and meals and snacks).

•Banana

•Other products and services - includes our third-party freight and logistic services business and our Jordanian poultry and meats business.

We evaluate performance based on several factors, of which net sales and gross profit are the primary financial measures (U.S. dollars in millions):

Year ended
December 30, 2022 December 31, 2021 January 1, 2021
Net Sales Gross Profit Net Sales Gross Profit Net Sales Gross Profit
Fresh and value-added products $ 2,581.8 $ 183.0 $ 2,504.8 $ 180.2 $ 2,484.1 $ 159.1
Banana 1,619.8 120.7 1,581.1 110.9 1,602.6 85.6
Other products and services 240.7 36.5 166.1 12.7 115.6 6.2
Totals $ 4,442.3 $ 340.2 $ 4,252.0 $ 303.8 $ 4,202.3 $ 250.9

21. Business Segment Data (continued)

The following table indicates our net sales by product (U.S. dollars in millions) and, in each case, the percentage of the total represented thereby:
Year ended
December 30, 2022 December 31, 2021 January 1, 2021
Segments:
Fresh and value-added products:
Fresh-cut fruit $ 524.7 12 % $ 493.5 12 % $ 464.8 11 %
Fresh-cut vegetables 341.4 8 % 366.3 9 % 378.9 9 %
Pineapples 584.6 13 % 534.4 13 % 458.9 11 %
Avocados 311.4 7 % 320.2 7 % 327.1 7 %
Non-tropical fruit 179.8 4 % 185.2 4 % 210.6 5 %
Prepared foods 293.4 6 % 281.2 6 % 278.3 7 %
Melons 94.4 2 % 67.6 2 % 75.5 2 %
Tomatoes 23.8 1 % 29.5 1 % 40.5 1 %
Vegetables 137.3 3 % 136.6 3 % 155.6 4 %
Other fruit and vegetables 91.0 2 % 90.3 2 % 93.9 2 %
Total fresh and value-added products 2,581.8 58 % 2,504.8 59 % 2,484.1 59 %
Banana 1,619.8 37 % 1,581.1 37 % 1,602.6 38 %
Other products and services 240.7 5 % 166.1 4 % 115.6 3 %
Total $ 4,442.3 100 % $ 4,252.0 100 % $ 4,202.3 100 %

The following table indicates our net sales by geographic region (U.S. dollars in millions):

Year ended
Net sales by geographic region: December 30, 2022 December 31, 2021 January 1,
2021
North America $ 2,721.3 $ 2,570.2 $ 2,601.7
Europe 760.5 696.5 648.6
Asia 451.0 488.4 466.1
Middle East 427.9 433.0 432.9
Other 81.6 63.9 53.0
Total net sales $ 4,442.3 $ 4,252.0 $ 4,202.3

North America accounted for approximately 61% of our net sales for 2022, 60% for 2021 and 62% for 2020. Our earnings are heavily dependent on operations located worldwide; however, our net sales are not dependent on any particular country other than the United States, with no other country accounting for greater than 10% of our net sales in 2022, 2021 and 2020. These operations are a significant factor in the economies of some of the countries in which we operate and are subject to the risks that are inherent in operating in such countries, including government regulations, currency and ownership restrictions and risk of expropriation.

Walmart accounted for 8% of our net sales in 2022, 7% of net sales in 2021 and 9% in 2020. These sales are reported in the banana and fresh and value-added products segments. In 2022, our top 10 customers accounted for approximately 29% of net sales as compared with 30% during 2021 and 33% for 2020.
21. Business Segment Data (continued)
The following tables indicate our (i) property, plant, and equipment, net by location and (ii) total assets by location (U.S. dollars in millions):
Property, plant and equipment, net: December 30, 2022 December 31, 2021
North America $ 191.7 $ 209.7
Europe 28.8 32.2
Middle East 49.2 98.4
Africa 37.8 40.0
Asia 104.5 113.6
Central America 635.5 645.8
South America 66.4 71.7
Maritime equipment (including containers) 190.1 198.9
Corporate 5.5 5.5
Total property, plant and equipment, net $ 1,309.5 $ 1,415.8

Total assets: December 30, 2022 December 31, 2021
North America $ 929.0 $ 875.8
Europe 330.6 322.8
Middle East 281.7 275.6
Africa 164.2 131.9
Asia 250.4 257.5
Central America 1,023.1 1,060.4
South America 170.1 162.2
Maritime equipment (including containers) 193.7 202.2
Corporate 116.1 109.7
Total assets $ 3,458.9 $ 3,398.1

Management reviews assets on the basis of geographic region and not by reportable segment, which more closely aligns our capital investment with demand for our products. Costa Rica is our most significant sourcing location, representing approximately 35% of our property, plant and equipment as of December 30, 2022. Excluding the U.S., no other country other than Costa Rica accounted for greater than 10% of our property, plant and equipment as of the years ended December 30, 2022 and December 31, 2021.

Total assets by geographic area represent those assets used in the operations of each geographic area.

v3.22.4

Shareholders' Equity
12 Months Ended

Dec. 30, 2022

Stockholders' Equity Note [Abstract]

Shareholders' Equity Shareholders’ Equity

Our shareholders have authorized 50,000,000 preferred shares at $0.01 par value, of which none are issued or outstanding at December 30, 2022, and 200,000,000 ordinary shares of common stock at $0.01 par value, of which 47,838,680 are issued and outstanding at December 30, 2022.

The below is a summary of the dividends paid per share for the years ended December 30, 2022 and December 31, 2021. These dividends were declared and paid within the same fiscal quarter.

Year ended
December 30, 2022 December 31, 2021
Dividend Payment Date Cash Dividend per Ordinary Share Dividend Payment Date Cash Dividend per Ordinary Share
December 9, 2022 $ 0.15 December 10, 2021 $ 0.15
September 9, 2022 0.15 September 10, 2021 0.15
June 10, 2022 0.15 June 11, 2021 0.10
April 1, 2022 0.15 April 2, 2021 0.10

We paid $28.7 million in dividends during fiscal 2022 and $23.7 million during fiscal 2021.

In addition, on February 21, 2023, our Board of Directors declared a cash dividend of fifteen cents ($0.15) per share, payable on March 31, 2023 to shareholders of record on March 8, 2023.

v3.22.4

Schedule II - Valuation and Qualifying Accounts
12 Months Ended

Dec. 30, 2022

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Schedule II - Valuation and Qualifying Accounts
Schedule II - Valuation and Qualifying Accounts
Fresh Del Monte Produce Inc. and Subsidiaries
(U.S. dollars in millions)
Additions
Description Balance at
Beginning
of Period Charged to
Costs and
Expenses Charged to
Other
Accounts Deductions Balance at
End of
Period
Year ended December 30, 2022
Deducted from asset accounts:
Valuation accounts:
Trade accounts receivable $ 21.8 $ 0.7 $ (0.1) $ (0.8) $ 21.6
Advances to growers and other receivables 3.8 2.0 — (0.1) 5.7
Deferred tax asset valuation allowance 424.8 66.0 0.2 (7.5) 483.5
Current and noncurrent accrued liabilities:
Provision for Kunia Well Site 12.9 (10.1) — — 2.8
Total $ 463.3 $ 58.6 $ 0.1 $ (8.4) $ 513.6
Year ended December 31, 2021
Deducted from asset accounts:
Valuation accounts:
Trade accounts receivable $ 28.5 $ (1.6) $ (5.1) $ — $ 21.8
Advances to growers and other receivables 3.7 0.5 — (0.4) 3.8
Deferred tax asset valuation allowance 370.7 72.3 (1.7) (16.5) 424.8
Current and noncurrent accrued liabilities:
Provision for Kunia Well Site 13.0 (0.1) — — 12.9
Total $ 415.9 $ 71.1 $ (6.8) $ (16.9) $ 463.3
Year ended January 1, 2021
Deducted from asset accounts:
Valuation accounts:
Trade accounts receivable (1)
$ 20.6 $ 5.6 $ 2.3 $ — $ 28.5
Advances to growers and other receivables (2)
3.6 0.4 — (0.3) 3.7
Deferred tax asset valuation allowance 323.3 54.6 — (7.2) 370.7
Current and noncurrent accrued liabilities:
Provision for Kunia Well Site 13.2 (0.2) — — 13.0
Total $ 360.7 $ 60.4 $ 2.3 $ (7.5) $ 415.9
(1) Beginning balance for the year ended January 1, 2021 includes $1.0 million increase reflecting the impact of our adoption of ASC 326 on the first day of fiscal 2020.
(2) Beginning balance includes $0.2 million increase reflecting the impact of our adoption of ASC 326 on the first day of fiscal 2020.

v3.22.4

Summary of Significant Accounting Policies (Policies)
12 Months Ended

Dec. 30, 2022

Accounting Policies [Abstract]

Cash and Cash Equivalents Cash and Cash EquivalentsWe classify as cash equivalents all highly liquid investments with a maturity of three months or less at the time of purchase.

Other Accounts Receivable
Trade Receivables

Trade receivables less allowances are recognized on our accompanying Consolidated Balance Sheets at net realizable value, which reflects the net amount expected to be collected from customers. Our allowance for trade receivables consists of two components: a $9.3 million allowance for credit losses and a $12.3 million allowance for customer claims, which are accounted for under the scope of ASC 606 - Revenue Recognition.

We estimate expected credit losses on our trade receivables in accordance with Accounting Standards Codification (“ASC”) 326 - Financial Instruments - Credit Losses. We perform ongoing credit evaluations of our customers and adjust credit limits based upon payment history and customers’ credit worthiness, as determined by our review of their current credit information. We measure the allowance for credit losses on trade receivables on a collective (pool) basis when similar risk characteristics exist. We generally pool our trade receivables based on geographic region or country to which the receivables relate. Receivables that do not share similar risk characteristics are evaluated for collectibility on an individual basis.

Our historical credit loss experience provides the basis for our estimation of expected credit losses. We generally use a three-year average of annual loss rates as a starting point for our estimation, and make adjustments to the historical loss rates to account for differences in current conditions impacting the collectibility of our receivable pools. We generally monitor macroeconomic indicators to assess whether adjustments are necessary to reflect current conditions.

Our allowances for identified claims are recorded as a reduction to both trade accounts receivable and net sales. Write-off of accounts receivable is done only when all collection efforts have been exhausted without success.

Accounts receivable from one customer represents approximately 5% of trade accounts receivable, net of allowance. This customer is current with its payments.

Other Accounts Receivable

Other accounts receivable less allowances are recognized on our accompanying Consolidated Balance Sheets at net realizable value, which reflects the net amount expected to be collected. Other accounts receivable includes value-added taxes (“VAT”)
receivables, seasonal advances to growers and suppliers, which are usually short-term in nature, and other financing receivables.

VAT receivables are primarily related to purchases by production units and are refunded by the taxing authorities. As of December 30, 2022, we had $38.1 million classified as current in other accounts receivable and $16.4 million, net of allowance of $4.7 million, classified as other noncurrent assets on our Consolidated Balance Sheets. As of December 31, 2021, we had $37.8 million classified as current in other accounts receivable and $17.1 million, net of allowance of $5.0 million, classified as other noncurrent assets in our Consolidated Balance Sheets.

Advances to growers and suppliers are generally repaid to us as produce is harvested and sold. We generally require property liens and pledges of the current season’s produce as collateral to support the advances. Refer to Note 7, “Allowance for Credit Losses” for further discussion on advances to growers and suppliers.

We measure the allowance for credits losses on advances to suppliers and growers on a collective (pool) basis when similar risk characteristics exist. We generally pool our advances based on the country which they relate to, and further disaggregate them based on their current or past-due status. We generally consider an advance to a grower to be past due when the advance is not fully paid within the respective growing season. The allowance for advances to growers and suppliers that do not share similar risk characteristics are determined on a case-by-case basis, depending on the expected production for the season and other contributing factors. The advances are typically collateralized by property liens and pledges of the respective season's produce. Occasionally, we agree to a payment plan with certain growers or take steps to recover the advance via established collateral. We may write-off uncollectible financing receivables after our collection efforts are exhausted.
2. Summary of Significant Accounting Policies (continued)

Our historical credit loss experience provides the basis for our estimation of expected credit losses. We generally use a three-year average annual loss rate as the starting point for our estimation, and make adjustments to the historical loss rate to account for differences in current or expected future conditions. We generally monitor macroeconomic indicators as well as other factors, including unfavorable weather conditions and crop diseases, which may impact the collectibility of the advances when assessing whether adjustments to the historical loss rate are necessary.

Recoveries of other accounts receivable previously reserved in the allowance are credited to operating income.

Inventories
Inventories

Inventories are valued at the lower of cost or net realizable value. Cost is computed using the weighted average cost or first-in first-out methods for finished goods, which includes fresh produce and prepared food and the first-in first-out, actual cost or average cost methods for raw materials and packaging supplies. Raw materials and packaging supplies inventory consists primarily of agricultural supplies, containerboard, packaging materials, spare parts and fuel.

Growing Crops Expenditures on pineapple, melon, vegetable and non-tropical fruit growing crops are valued at the lower of cost or net realizable value and are deferred and charged to cost of products sold when the related crop is harvested and sold. The deferred growing costs included in inventories in our Consolidated Balance Sheets consist primarily of land preparation, cultivation, irrigation and fertilization costs. For the most part, expenditures related to banana crops are expensed in the year incurred due to the continuous nature of the crop.

Accounting for Planned Major Maintenance Activities
Accounting for Planned Major Maintenance Activities

We account for planned major maintenance activities, such as ship dry-dock activities, consistent with ASC guidance related to “Other Assets and Deferred Costs.” We utilize the deferral method of accounting for ship dry-dock activities whereby actual costs incurred are deferred and amortized on a straight-line basis over the period until the next scheduled dry-dock activity.

Property, Plant and Equipment and Other Definite-Lived or Long-Lived Assets
Property, Plant and Equipment and Other Long-Lived Assets

Property, plant and equipment additions are recorded at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which range from 10 to 40 years for buildings, five to 20 years for maritime and other equipment, including ships and containers, three to 20 years for machinery and equipment, three to seven years for furniture, fixtures and office equipment, three to seven years for computer software, and five to 10 years for automotive equipment including automobiles, tractors, trailers and trucks. Leasehold improvements are amortized over the term of the lease, or the estimated useful life of the related asset, whichever is shorter. See Note 5, “Property, Plant and Equipment” for further information.

When assets are retired or disposed of, the costs and accumulated depreciation or amortization are removed from the respective accounts and any related gain or loss is recognized. Maintenance and repairs are charged to expense as incurred. Significant expenditures, which extend the useful lives of assets, are capitalized. Interest is capitalized as part of the cost of construction.
Our long-lived assets other than property, plant and equipment consist of definite-lived intangible assets. Intangible assets determined to have finite lives are amortized over their estimated useful lives to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis. Our definite-lived intangibles have a remaining weighted average amortization period of 17.5 years. Amortization expense related to definite-lived intangible assets totaled $7.8 million for 2022, $7.6 million for 2021 and $7.8 million for 2020, and is included in selling, general, and administrative expenses.

Impairment or Disposal of Long-Lived Assets
We review long-lived assets (or asset groups) with identifiable cash flows for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that an asset is not recoverable, and the carrying amount of an asset exceeds the asset’s fair value, we measure and record an impairment loss for the excess. The fair value of an asset is measured by either determining the expected future discounted cash flow of the asset or by independent appraisal.

For long-lived assets held for sale, we record impairment losses when the carrying amount is greater than the fair value less the cost to sell. We discontinue depreciation of long-lived assets when these assets are classified as held for sale and include these assets as assets held for sale on our Consolidated Balance Sheets.

We incurred charges related to impairment of long-lived assets of $3.5 million in 2022, $3.8 million in 2021, and $11.8 million in 2020. Such charges are included in asset impairment and other (credits) charges, net in the accompanying Consolidated Statements of Operations for the years ended December 30, 2022, December 31, 2021 and January 1, 2021 and are described further in Note 3, “Asset Impairment and Other (Credits) Charges, Net.”

The loss on disposal of property, plant and equipment, net of $1.9 million during 2022 primarily related to the disposal of low-yielding banana crops in Central America, partially offset by gains on the sale of vacant land in Mexico and sales of vehicles in the Middle East. These transactions were accounted for using the guidance in ASC 610.

Goodwill and Indefinite-Lived Intangible Assets
Goodwill and Indefinite-Lived Intangible Assets

Goodwill represents the excess of the purchase price of an acquired entity over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed in a business combination. We assess goodwill at the reporting unit level on an annual basis as of the first day of our fourth quarter, or more frequently if events or changes in circumstances suggest that goodwill may not be recoverable. A significant amount of judgment is involved in determining if an indicator of impairment has occurred.

For those reporting units where events or changes in circumstances indicate that potential impairment indicators exist, we perform a quantitative assessment to determine whether the carrying amount of goodwill can be recovered. When performing the annual goodwill impairment test, we may start with an optional qualitative assessment as allowed for under the accounting guidance. As part of the qualitative assessment, we evaluate all events and circumstances, including both positive and negative events, in their totality, to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we bypass the qualitative assessment, or if the qualitative assessment indicates that a quantitative analysis should be performed, we evaluate goodwill for impairment by comparing the fair value of a reporting unit to its carrying value, including the associated goodwill. We generally estimate a reporting unit’s fair value using a discounted cash flow approach which is dependent on several significant estimates and assumptions related to forecasts of future revenues, cost of sales, expenses and the weighted-average cost of capital for each reporting unit. If the carrying amount of the reporting unit exceeds the estimated fair value, an impairment charge is recorded to reduce the carrying value to the estimated fair value. The impairment of goodwill is limited to the total amount of goodwill allocated to the reporting unit. Any adverse changes in the significant estimates and assumptions used in our goodwill impairment test could have a significant impact on the recoverability of goodwill and could have a material impact on our Consolidated Financial Statements.

An intangible asset with an indefinite useful life is not amortized but assessed for impairment at least annually, or sooner if indications of possible impairment are identified. When performing the annual impairment test, we first may start with an optional qualitative assessment to determine whether it is not more likely than not that our indefinite-lived intangible assets are impaired. As part of a qualitative assessment, we evaluate relevant events and circumstances that could affect the significant inputs used to determine the fair value of the indefinite-lived intangible asset. If we bypass the qualitative assessment, or if the qualitative assessment indicates that a quantitative analysis should be performed, we evaluate our indefinite-lived intangible assets for impairment by comparing the fair value of the asset to its carrying amount. We generally estimate the fair value of our indefinite-lived intangible assets using a discounted cash flow approach.

Revenue Recognition
Revenue Recognition

Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services. We record revenue based on a five-step model in accordance with the accounting guidance. For our customer contracts, we identify the performance obligations (products or services), determine the transaction price, allocate the contract transaction price to the performance obligations, and recognize the revenue when the performance obligation is fulfilled, which is when the product is shipped to or received by the customer, depending on the specific terms of the arrangement. Our revenues are recorded at a point in time.

Product sales are recorded net of variable consideration, such as provisions for returns, discounts and allowances. Such provisions are calculated using historical averages adjusted for any expected changes due to current business conditions. Consideration given to customers for cooperative advertising is recognized as a reduction of revenue except to the extent that there is a distinct good or service, in which case the expense is classified as selling, general, and administrative expense. Provisions for customer volume rebates are based on achieving a certain level of purchases and other performance criteria that are established on a program by program basis. These rebates are estimated based on the expected amount to be provided to the customers and are recognized as a reduction of revenue.
2. Summary of Significant Accounting Policies (continued)

We expense incremental costs of obtaining a contract, if the contract period is for one year or less. These costs are included in selling, general and administrative expenses. Otherwise, incremental contract costs are recognized as an asset on our Consolidated Balance Sheets and amortized over time as promised goods and services are transferred to a customer. We account for shipping and handling costs as costs to fulfill a contract and not as performance obligations to our customers. We also exclude taxes collected from our customers, assessed by government authorities that are both imposed on and concurrent with a specific revenue-producing transaction, from our determination of the transaction price. We do not adjust the promised amount of consideration for the effects of a significant financing component if the period between the transfer of the promised good or service to a customer and the customer payment is one year or less.

Cost of Products Sold
Cost of Products Sold

Cost of products sold is primarily made up of two elements: product costs and logistics costs.

Product costs - primarily composed of cultivation (the cost of growing crops), harvesting, packaging, labor, depreciation and farm administration. Product cost for produce obtained from independent growers is composed of procurement and packaging costs.
Logistics costs - include land and sea transportation and expenses related to port facilities and distribution centers. Sea transportation cost is the most significant component of logistics costs and is comprised of:
•Ship operating expenses - include operations, maintenance, depreciation, insurance, fuel, and port charges.
•Chartered ship costs - include the cost of chartering the ships, fuel and port charges.
•Container equipment-related costs - include leasing expense and in the case of owned equipment, also depreciation expense.
•Third-party containerized shipping costs - include the cost of using third-party shipping in our logistics operations.

Advertising and Promotional Costs
Advertising and Promotional Costs

We expense advertising and promotional costs as incurred. Advertising and promotional costs, which are included in selling, general and administrative expenses, were $9.3 million for 2022, $13.6 million for 2021 and $14.6 million for 2020.

Income Taxes
Income Taxes

Deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year end, based on enacted tax laws and statutory tax rates applicable to the year in which the differences are expected to affect taxable income. Valuation allowances are established when it is deemed more likely than not that some portion or all of the deferred tax assets will not be realized.

We account for income tax uncertainties consistent with the ASC guidance included in “Income Taxes,” which clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Contingencies
Contingencies

Estimated losses from contingencies are recognized if it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Gain contingencies are not reflected in the financial statements until realized. We use judgment in assessing whether a loss contingency is probable and estimable. Actual results may differ from these estimates.

Currency Translation
Foreign Currency Translation and Transactions

For our operations in countries where the functional currency is other than the U.S. dollar, balance sheet amounts are translated using the exchange rate in effect at the balance sheet date. Income statement amounts are translated monthly using the average exchange rate for the respective month. The gains and losses resulting from the changes in exchange rates from year-to-year and the effect of exchange rate changes on intercompany transactions of long-term investment nature are recorded as a component of accumulated other comprehensive income or loss as currency translation adjustments.

For our operations where the functional currency is the U.S. dollar, non-monetary balance sheet amounts are remeasured at historical exchange rates. Other balance sheet amounts are remeasured at the exchange rates in effect at the balance sheet date. Income statement accounts, excluding those items of income and expenses that relate to non-monetary assets and liabilities, are remeasured at the average exchange rate for the month. These remeasurement adjustments are included in the determination of net income and are included in other expense, net.

Other expense, net, in the accompanying Consolidated Statements of Operations includes a net foreign exchange loss of $8.4 million for 2022, $6.0 million for 2021, and $0.8 million for 2020. These amounts include the effect of foreign currency remeasurement and realized foreign currency transaction gains and losses.

Other Expense, Net
Other Expense, Net

In addition to foreign currency gains and losses described above, other expense, net, also includes other non-operating income and expense items.

Leases
Leases

We lease property, plant and equipment for use in our operations including agricultural land, office facilities and refrigerated containers. We account for leases under the scope of ASC 842 - Leases which requires leases with durations greater than twelve months to be recognized on the balance sheet. We have lease agreements with lease and non-lease components, and we have made an accounting policy election to account for these as a single lease component.

We evaluate our leases at inception or at any subsequent modification and classify them as either finance or operating leases. For leases with terms greater than 12 months, we recognize a related asset (“right-of-use asset”) and obligation (“lease liability”) on the lease commencement date, calculated as the present value of the future minimum lease payments over the lease term. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Certain leases include one or more options to renew or options to terminate, which are generally at our discretion. Any option or renewal periods that we determine are reasonably certain of being exercised are included in the lease term, and are used in calculating the right-of-use asset and lease liabilities. Many of our leases also include predetermined fixed escalation clauses. We recognize rental expense for operating leases that contain predetermined fixed escalation clauses on a straight-line basis over the expected term of the lease. Our lease agreements do not contain any residual value guarantees.

When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement.
For finance leases, we recognize interest expense and amortization of the right-of-use asset, and for operating leases, we recognize lease expense on a straight-line basis over the lease term.

Fair Value Measurements
Fair Value Measurements

Fair value is measured as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In developing its fair value estimates, we use the following hierarchy:

•Level 1 - Quoted prices in active markets for identical assets or liabilities.

•Level 2 - Observable market-based inputs or unobservable inputs that are corroborated by market data.

•Level 3 - Significant unobservable inputs that are not corroborated by market data. Generally, these fair value measures are model-based valuation techniques such as discounted cash flows using our own estimates and assumptions or those expected to be used by market participants.
We measure the fair value of financial instruments, such as derivatives, on an ongoing basis. We measure fair value for non-financial assets when a valuation is necessary, such as for impairment of long-lived and indefinite-lived assets when indicators of impairment exist.

Share-Based Compensation Share-Based CompensationCompensation expense for all share-based awards expected to vest is measured at fair value on the date of grant and recognized on a straight-line basis over the related service period, which is generally the vesting period of each award. Our shared-based awards consist of performance stock units and restricted stock units, and are granted to employees and members of our Board of Directors which meet the definition of employees under the accounting guidance. The fair value of our share-based awards is determined based on our stock price on the date of grant.

Derivative Financial Instruments
Derivative Financial Instruments

We recognize the value of derivative instruments as either assets or liabilities in the statement of financial position at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated as a hedge and qualifies as part of a hedging relationship. The accounting also depends on the type of hedging relationship, whether a cash flow hedge, a fair value hedge, or hedge of a net investment in a foreign operation.

We use derivative financial instruments primarily to reduce our exposure to adverse fluctuations in foreign exchange rates and variable interest rates. Upon entry into a derivative instrument, we formally designate and document the financial instrument as a hedge of a specific underlying exposure, as well as the risk management objectives and strategies for undertaking the hedge transaction. Derivatives are recorded in the Consolidated Balance Sheets at fair value in prepaid expenses and other current assets, other non-current assets, accounts payable and accrued expenses or other non-current liabilities, depending on whether the amount is an asset or liability and is of a short-term or long-term nature.

We designate our derivative financial instruments as cash flow hedges. A cash flow hedge requires that the change in the fair value of a derivative instrument be recognized in other comprehensive income, a component of shareholders’ equity, and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item. We also classify the cash flows from our cash flow hedges in the same category as the items being hedged on our Consolidated Statements of Cash Flows based on the fact that our cash flow hedges do not contain an other-than-insignificant financing element at inception.

In the event that hedge accounting is discontinued, any changes in fair value of the associated derivatives since the date of dedesignation are recognized in other expense, net. Cash flows subsequent to the date of dedesignation are classified within investing activities in our Consolidated Statements of Cash Flows.

Share Repurchases
Share Repurchases

When stock is retired or purchased for constructive retirement, the purchase price is initially recorded as a reduction to the par value of the shares repurchased, with any excess purchase price over par value recorded as a reduction to additional paid-in capital and retained earnings.

Retirement and Other Employee Benefits
Retirement and Other Employee Benefits

We sponsor a number of defined benefit pension plans and post-retirement plans. The most significant of these plans cover employees in the United States, United Kingdom, Costa Rica and Guatemala. We recognize the funded status of our defined benefit pension and post-retirement plans in our Consolidated Balance Sheets, with changes in the funded status recognized primarily through accumulated other comprehensive income (loss) in the year in which the changes occur. Actuarially-determined liabilities related to pension and post-retirement benefits are recorded based on estimates and assumptions. Factors used in developing estimates of these liabilities include assumptions related to discount rates, rates of return on investments, benefit payment patterns and other factors, and are periodically updated. We provide disclosures about our plan assets, including investment strategies, major categories of plan assets, concentrations of risk within plan assets, and valuation techniques used to measure the fair value of plan assets consistent with the fair value hierarchy framework.

New Accounting Pronouncements
New Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and subsequent amendments to the guidance, ASU 2021-01 in January 2021 and ASU 2022-06 in December 2022. The amendments in these updates provide optional guidance to companies to ease the potential burden associated with reference rate reform. Specifically, the guidance provides optional expedients and exceptions to apply generally accepted accounting principles to contract modifications and hedging relationships, subject to certain criteria, that reference LIBOR or another reference rate expected to be discontinued. This ASU may currently be adopted and may be applied prospectively to contract modifications made on or before December 31, 2024. As of December 30, 2022, we had LIBOR-based borrowings and interest rate swaps that referenced LIBOR. Effective January 3, 2023, we amended our agreements and transitioned to the Term Secured Overnight Financing Rate (Term SOFR) for these instruments. Accordingly, during fiscal 2022, we adopted certain elections under this guidance related to the assessment of hedge effectiveness of our interest rate swaps. These elections include asserting that the hedged forecasted transactions remain probable and assuming the reference rate will not be replaced for the remainder of the hedging relationship, regardless of the subsequent contract modification due to reference rate reform. These elections allow us to apply hedge accounting to our interest rate swaps as of the year ended December 30, 2022, with no impact to our financial condition, results of operations, cash flows and related disclosures. We are in the process of adopting additional elections under this guidance as a result of our recent contract amendments, and currently do not anticipate that their adoption will have a material impact on our consolidated financial statements; however, our assessment will be finalized during the first quarter of 2023.

Business Combinations Policy
Redeemable Noncontrolling Interest

As part of the Mann Packing acquisition in 2018, we acquired a put option exercisable by the 25% shareholder of one of the acquired subsidiaries. The put option allows the noncontrolling shareholder to sell its 25% noncontrolling interest to us for a multiple of the subsidiary's adjusted earnings. The noncontrolling shareholder can exercise this put option on or after April 1, 2023. Following a five year window expiring on April 1, 2028, the put option value will be negotiated annually and the inputs are subject to change. As the put option is outside of our control, the estimated redemption value of the 25% noncontrolling interest is presented as a redeemable noncontrolling interest outside of permanent equity on our Consolidated Balance Sheet. At each reporting period, the redeemable noncontrolling interest is recognized at the higher of (1) the initial carrying amount adjusted for accumulated earnings and distributions or (2) the contractually-defined redemption value as of the balance sheet date.

v3.22.4

Summary of Significant Accounting Policies (Tables)
12 Months Ended

Dec. 30, 2022

Accounting Policies [Abstract]

Schedule of Inventory
Inventories consisted of the following (U.S. dollars in millions):

December 30, 2022 December 31, 2021
Finished goods $ 205.8 $ 197.9
Raw materials and packaging supplies 233.2 203.2
Growing crops 230.0 201.7
Total inventories $ 669.0 $ 602.8

v3.22.4

Asset Impairment and Other Charges, Net (Tables)
12 Months Ended

Dec. 30, 2022

Asset Impairment and Other Charges, Net [Abstract]

Asset Impairment and Other Charges
The following represents the detail of asset impairment and other (credits) charges, net for the year ended December 30, 2022 by reportable segment (U.S. dollars in millions):
Long-lived
and other
asset
impairment Exit activity and other
charges (credits) Total
Banana segment:
Exit costs related to European facility $ — $ 0.4 $ 0.4
Philippine asset impairment due to floods(1)
2.7 — 2.7
Fresh and value-added products segment:
Adjustment of Kunia Well Site environmental liability in Hawaii(2)
— (9.9) (9.9)
Impairment of South America farm and other charges 0.8 0.1 0.9
Other fresh and value-added products segment charges — 0.1 0.1
Other:
Former President/COO severance expense — 1.0 1.0
Total asset impairment and other (credits) charges, net $ 3.5 $ (8.3) $ (4.8)

(1) $2.7 million asset impairment as a result of flooding in the Philippines due to heavy rainfall during the fourth quarter of 2022.
(2) $(9.9) million reduction in our environmental liability related to the Kunia Well Site clean-up. Refer to Note 16, “Commitments and contingencies,” for further information.

The following represents the detail of asset impairment and other (credits) charges, net for the year ended December 31, 2021 by reportable segment (U.S. dollars in millions):
Long-lived
and other
asset
impairment Exit activity and other
charges (credits) Total
Banana segment:
Insurance recovery related to hurricanes(1)
$ — $ (0.8) $ (0.8)
Philippine asset impairment and exit activities of certain low-yield areas(2)
3.3 1.4 4.7
Fresh and value-added products segment:
Exit costs related to European facility — 0.2 0.2
Other fresh and value-added products segment charges 0.5 (0.1) 0.4
Total asset impairment and other (credits) charges, net $ 3.8 $ 0.7 $ 4.5
(1) $(0.8) million insurance recovery for fiscal 2021 associated with damages to certain of our banana fixed assets in Guatemala caused by hurricanes Eta and Iota in the fourth quarter of 2020.
(2) $4.7 million asset impairment and other charges primarily related to our exit from two low-yield banana farms in the Philippines in the fourth quarter of 2021
The following represents the detail of asset impairment and other (credits) charges, net for the year ended January 1, 2021 by reportable segment (U.S. dollars in millions):
Long-lived and other asset impairment Exit activity and other charges (credits) Total
Banana segment:
California Air Resource Board settlement(1)
$ — $ 1.3 $ 1.3
Philippine asset impairment of low-yield areas 1.8 — 1.8
Impairment of property and equipment due to hurricanes(2)
4.8 — 4.8
Fresh and value-added products segment:
California Air Resource Board settlement(1)
— 0.7 0.7
Impairment of property and related equipment(3)
5.2 — 5.2
Insurance recovery related to product recall(4)
— (15.0) (15.0)
North America reorganization charges(5)
— 1.5 1.5
Other fresh and value-added products segment charges — 0.1 0.1
Total asset impairment and other (credits) charges, net $ 11.8 $ (11.4) $ 0.4
(1) $2.0 million charge for fiscal 2020 relating to a settlement with the California Air Resource Board. This charge relates to both our banana and fresh and value-added products segments.
(2) $4.8 million charge for fiscal 2020 relating to asset impairments incurred in Central America. In the fourth quarter of 2020, hurricanes Eta and Iota impacted our farm operations in the country of Guatemala, which resulted in damages to property and equipment including to our banana plantations, levees, drainage equipment, and other related fixed assets.
(3) $5.2 million asset impairment charges for fiscal 2020 primarily relating to impairment of property and related equipment in North America, the Middle East, and Europe.
(4) $(15.0) million insurance recovery for fiscal 2020 relating to a voluntary recall of vegetable products in North America which was announced in the fourth quarter of 2019.
(5) $1.5 million charge for fiscal 2020 relating to severance expenses incurred in connection with the reorganization of our sales and marketing function in North America.

v3.22.4

Property, Plant and Equipment, Net (Tables)
12 Months Ended

Dec. 30, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment
Property, plant and equipment, net consisted of the following (U.S. dollars in millions):

December 30, 2022 December 31, 2021
Land and land improvements $ 704.3 $ 711.9
Buildings and leasehold improvements 607.4 657.6
Machinery and equipment 614.3 635.6
Maritime equipment (including containers) 262.9 263.1
Furniture, fixtures and office equipment 102.2 97.7
Automotive equipment 69.0 72.3
Construction-in-progress 22.0 26.1
2,382.1 2,464.3
Less: accumulated depreciation and amortization (1,072.6) (1,048.5)
Property, plant and equipment, net $ 1,309.5 $ 1,415.8

v3.22.4

Goodwill and Other Intangible Assets (Tables)
12 Months Ended

Dec. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets and Goodwill
The following table reflects our indefinite-lived intangible assets, including goodwill, and our definite-lived intangible assets along with related accumulated amortization by major category (U.S. dollars in millions):

December 30, 2022 December 31, 2021
Goodwill $ 422.9 $ 423.7
Indefinite-lived intangible assets:
Trademarks 31.7 31.7
Definite-lived intangible assets:
Definite-lived intangible assets 150.4 150.4
Accumulated amortization (47.1) (39.3)
Definite-lived intangible assets, net 103.3 111.1
Goodwill and other intangible assets, net $ 557.9 $ 566.5

Schedule of Goodwill The following table reflects the changes in the carrying amount of goodwill by business segment (U.S. dollars in millions):
Bananas Fresh and Value-Added Products Totals
Balance at January 1, 2021 $ 64.5 $ 359.5 $ 424.0
Foreign exchange (0.2) (0.1) (0.3)
Balance at December 31, 2021 $ 64.3 $ 359.4 $ 423.7
Foreign exchange (0.2) (0.6) (0.8)
Balance at December 30, 2022 $ 64.1 $ 358.8 $ 422.9

Schedule of Sensitivities of Goodwill and Intangible Assets at Risk
The following table highlights the sensitivities of the indefinite-lived intangibles as of December 30, 2022 (U.S. dollars in millions):
Banana
Reporting Unit
Goodwill Prepared Food
Reporting Unit
Goodwill
Prepared Food Reporting Unit
Del Monte®
Trade Names and Trademarks
Carrying value of indefinite-lived intangible assets $ 64.1 $ 48.8 $ 30.8
Approximate percentage by which the fair value exceeds the carrying value based on the annual impairment test 11.4 % 11.7 % 15.9 %
Amount that a one percentage point increase in the discount rate and a 5% decrease in cash flows would cause the carrying value to exceed the fair value and trigger an impairment $ 58.5 $ 26.3 $ —

Schedule of Expected Amortization Expense
The estimated amortization expense related to definite-lived intangible assets for the five succeeding years is as follows (U.S. dollars in millions):

Year Estimated Amortization Expense
2023 $ 6.9
2024 6.5
2025 6.4
2026 6.4
2027 6.3

v3.22.4

Allowance for Credit Losses (Tables)
12 Months Ended

Dec. 30, 2022

Receivables [Abstract]

Financing Receivable Including the Related Allowance for Doubtful Accounts
The following table details the advances to growers and suppliers based on their credit risk profile (U.S. dollars in millions):

December 30, 2022 December 31, 2021
Current Past-Due Current Past-Due
Gross advances to growers and suppliers $ 44.6 $ 5.6 $ 40.6 $ 5.5

Allowance for Doubtful Accounts and Related Financing Receivables
The allowance for advances to growers and suppliers and the related financing receivables for the years ended December 30, 2022 and December 31, 2021 were as follows (U.S. dollars in millions):

Year ended
December 30, 2022 December 31, 2021
Allowance for advances to growers and suppliers:
Balance, beginning of period $ 1.8 $ 2.1
Provision for uncollectible amounts 3.2 (0.1)
Deductions to allowance related to write-offs (0.1) (0.2)
Balance, end of period $ 4.9 $ 1.8

Accounts Receivable, Allowance for Credit Loss
7. Allowance for Credit Losses (continued)

The table below presents a rollforward of our trade receivable allowance for credit losses for the years ended December 30, 2022 and December 31, 2021 (U.S. dollars in millions):

Year ended
Trade Receivables December 30, 2022 December 31, 2021
Allowance for Credit Losses
Balance, beginning of period $ 10.2 $ 15.1
Provision for uncollectible amounts 0.3 0.2
Deductions to allowance related to write-offs (0.7) —
Foreign exchange effects (0.1) —
Reclassifications(1)
(0.4) (5.1)
Balance, end of period $ 9.3 $ 10.2

(1) Reclassifications of $0.4 million and $5.1 million to the long-term allowance for credit losses during the years ended December 30, 2022 and December 31, 2021, respectively. The amounts in the long-term allowance for credit losses, presented in other noncurrent assets on our Consolidated Balance Sheets, related to customer receivables as of the years ended December 30, 2022 and December 31, 2021 are not material to our Consolidated Financial Statements.

v3.22.4

Accounts Payable and Accrued Expenses (Tables)
12 Months Ended

Dec. 30, 2022

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of the following (U.S. dollars in millions):

December 30, 2022 December 31, 2021
Trade payables $ 295.9 $ 320.0
Accrued fruit purchases 37.3 45.2
Ship and port operating expenses 18.4 23.1
Warehouse and distribution costs 29.5 30.4
Payroll and employee benefits 78.2 76.4
Accrued promotions 27.1 29.2
Other accrued expenses 63.5 55.8
Accounts payable and accrued expenses $ 549.9 $ 580.1

v3.22.4

Income Taxes (Tables)
12 Months Ended

Dec. 30, 2022

Income Tax Disclosure [Abstract]

Provision for (Benefit from) Income Taxes
The provision for income taxes consisted of the following (U.S. dollars in millions):

Year ended
December 30, 2022 December 31, 2021 January 1, 2021
Current:
U.S. federal income tax $ 0.3 $ (2.1) $ (10.6)
State 0.7 0.3 0.5
Non-U.S. 16.6 18.8 15.6
17.6 17.0 5.5
Deferred:
U.S. federal income tax — (5.0) 2.8
State — (1.2) 3.3
Non-U.S. 2.5 (8.8) (6.6)
2.5 (15.0) (0.5)
$ 20.1 $ 2.0 $ 5.0

Schedule of Income Before Income Tax, Domestic and Foreign Income before income taxes consisted of the following (U.S. dollars in millions):
Year ended
December 30, 2022 December 31, 2021 January 1, 2021
U.S. $ 1.0 $ (24.7) $ 1.0
Non-U.S. 116.8 106.6 50.3
$ 117.8 $ 81.9 $ 51.3

Differences Between Reported Provision for (Benefit from) Income Taxes and Income Taxes Computed at U.S. Statutory Federal Income Tax Rate
The differences between the reported provision for income taxes and income taxes computed at the U.S. statutory federal income tax rate are explained in the following reconciliation (U.S. dollars in millions):

Year ended
December 30, 2022 December 31, 2021 January 1, 2021
Income tax provision computed at the U.S. statutory federal rate $ 24.7 $ 17.2 $ 10.8
Effect of tax rates on non-U.S. operations (71.7) (67.9) (54.6)
Provision for uncertain tax positions 1.7 2.3 0.6
Non-deductible interest 0.7 0.6 2.5
Foreign exchange 2.8 (6.1) (10.1)
Non-deductible intercompany charges 0.5 0.1 —
Non-deductible differences 0.9 2.0 1.6
Non-taxable income/loss 0.6 (4.8) 0.1
Non-deductible impairment charges — 1.1 0.2
Adjustment to deferred balances — 0.1 0.5
Other (3.2) 2.1 3.1
Other taxes in lieu of income 5.5 4.5 3.8
Change in deferred rate — 0.1 (10.1)
Benefit from net operating loss carryback provision (C.A.R.E.S. Act)
— (0.8) (4.6)
Increase in valuation allowance (1)
57.6 51.5 61.2
Provision for income taxes $ 20.1 $ 2.0 $ 5.0

_____________
(1) The increase in valuation allowance includes effects of foreign exchange and adjustments to deferred tax balances which were fully offset by valuation allowance.

Deferred Income Tax Assets and Liabilities Deferred income tax assets and liabilities consisted of the following (U.S. dollars in millions):
December 30, December 31,
Deferred tax liabilities: 2022 2021
Allowances and other accrued liabilities $ (0.1) $ (1.0)
Inventories (17.1) (15.7)
Property, plant and equipment (75.7) (73.6)
Equity in earnings of unconsolidated companies (0.2) (0.1)
Pension obligations (2.6) (4.6)
Other noncurrent deferred tax liabilities (26.8) (20.5)
ROU assets (21.0) (24.4)
Total noncurrent deferred tax liabilities $ (143.5) $ (139.9)
Deferred tax assets:
Allowances and other accrued assets $ 17.9 $ 15.7
Inventories 5.9 4.6
Pension obligations 21.4 22.8
Property, plant and equipment 1.0 2.1
Post-retirement benefits other than pension 3.6 3.6
Net operating loss carryforwards 434.2 415.7
Capital loss carryover 2.1 2.4
Other noncurrent assets 93.9 56.2
Operating lease 22.9 25.8
Total noncurrent deferred tax assets 602.9 548.9
Valuation allowance (483.5) (424.8)
Total deferred tax assets, net $ 119.4 $ 124.1
Net deferred tax liabilities $ (24.1) $ (15.8)

Federal and Foreign Tax Operating Loss Carry-Forwards Expiring At December 30, 2022, we had approximately $1,673.8 million of federal and foreign tax operating loss carryforwards expiring as follows (U.S. dollars in millions):
Expires:
2022 $ 19.0
2023 6.2
2024 10.5
2025 22.8
2026 and beyond 44.4
No expiration 1,570.9
$ 1,673.8

Reconciliation of Beginning and Ending Amount of Uncertain Tax Positions Excluding Interest and Penalties A reconciliation of the beginning and ending amount of uncertain tax positions excluding interest and penalties is as follows (U.S. dollars in millions):
December 30, 2022 December 31, 2021 January 1, 2021
Beginning balance $ 5.0 $ 3.5 $ 3.5
Gross decreases - tax position in prior period — — (0.1)
Gross increases - current-period tax positions 1.2 1.7 0.2
Foreign exchange (0.1) (0.2) (0.1)
Ending balance $ 6.1 $ 5.0 $ 3.5

v3.22.4

Leases (Tables)
12 Months Ended

Dec. 30, 2022

Leases [Abstract]

Lease Assets and Liabilities
The following table presents the lease-related assets and liabilities recorded on our Consolidated Balance Sheets as of December 30, 2022 and December 31, 2021 (U.S. dollars in millions):

Classification on the Balance Sheet December 30, 2022 December 31, 2021
Assets
Operating lease assets Operating lease right-of-use assets $ 213.8 $ 199.0
Finance lease assets Property, plant and equipment, net 8.6 9.9
Total lease assets $ 222.4 $ 208.9
Liabilities
Current
Operating Current maturities of operating leases $ 41.6 $ 37.0
Finance Current maturities of debt and finance leases 1.3 1.3
Noncurrent
Operating Operating leases, less current maturities 147.3 136.0
Finance Long-term debt and finance leases, less current maturities 7.3 8.6
Total lease liabilities $ 197.5 $ 182.9
Weighted-average remaining lease term:
Operating leases 6.5 years 6.6 years
Finance leases 5.7 years 6.6 years
Weighted-average discount rate:
Operating leases 5.23 % 4.96 %
Finance leases 2.91 % 2.91 %

Lease Costs
The following table presents certain information related to the lease costs for finance and operating leases for the years ended December 30, 2022, December 31, 2021 and January 1, 2021 (U.S. dollars in millions):

December 30,
2022 December 31,
2021 January 1, 2021
Finance lease cost
Amortization of lease assets $ 1.4 $ 0.3 $ —
Operating lease cost 66.3 61.9 69.4
Short-term lease cost 5.3 8.4 10.2
Variable lease cost 5.1 5.9 7.4
Total lease cost $ 78.1 $ 76.5 $ 87.0
The following table presents supplemental cash flow information related to leases for fiscal 2022, 2021 and 2020 (U.S. dollars in millions):
December 30,
2022 December 31,
2021 January 1,
2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases $ 51.2 $ 41.2 $ 56.3
Financing cash flows for finance leases 1.3 0.3 0.3
Right-of-use assets obtained in exchange for new operating lease liabilities 59.6 78.8 50.7
Right-of-use assets obtained in exchange for new finance lease liabilities 0.1 9.9 —

Operating Lease Liability Maturity
The following table reconciles the undiscounted cash flows for each of the first five years and total remaining years to the finance lease liabilities and operating lease liabilities recorded on the balance sheet as of December 30, 2022 (U.S. dollars in millions):

Operating Leases Finance Leases
2023 $ 53.7 $ 1.6
2024 48.1 1.6
2025 36.3 1.6
2026 30.2 1.6
2027 37.4 1.6
Thereafter 51.8 1.5
Total lease payments 257.5 9.5
Less: imputed interest 68.6 0.9
Total lease liabilities $ 188.9 $ 8.6

Finance Lease Liability Maturity
The following table reconciles the undiscounted cash flows for each of the first five years and total remaining years to the finance lease liabilities and operating lease liabilities recorded on the balance sheet as of December 30, 2022 (U.S. dollars in millions):

Operating Leases Finance Leases
2023 $ 53.7 $ 1.6
2024 48.1 1.6
2025 36.3 1.6
2026 30.2 1.6
2027 37.4 1.6
Thereafter 51.8 1.5
Total lease payments 257.5 9.5
Less: imputed interest 68.6 0.9
Total lease liabilities $ 188.9 $ 8.6

v3.22.4

Debt (Tables)
12 Months Ended

Dec. 30, 2022

Debt Disclosure [Abstract]

Schedule of Line of Credit Facilities
The following is a summary of the material terms of the Revolving Credit Facility and other working capital facilities at December 30, 2022 (U.S. dollars in millions):
Term Maturity Date Interest Rate Borrowing Limit Available Borrowings
Bank of America credit facility 5 years October 1, 2024 5.55% $ 900.0 $ 360.2
Rabobank letter of credit facility 364 days June 14, 2023 Varies 25.0 15.9
Other working capital facilities Varies Varies Varies 28.1 12.5
$ 953.1 $ 388.6

Schedule of Maturities of Long-term Debt
Maturities of long-term debt obligations during the next five years are as follows (U.S. dollars in millions):

Fiscal Years Long-Term
Debt
2023 $ 32.6
2024 563.4
2025 —
2026 —
2027 —
596.0
Less: Amounts representing interest(1)
(56.2)
539.8
Less: Current portion $ —
Totals, net of current portion of long-term debt and finance lease obligations $ 539.8

(1) We utilize a variable interest rate on our long-term debt, and for presentation purposes we have used an assumed average rate of 4.7%.

v3.22.4

Earnings (Loss) Per Ordinary Share (Tables)
12 Months Ended

Dec. 30, 2022

Earnings Per Share [Abstract]

Schedule of Earnings Per Share Basic and diluted net income per ordinary share are calculated as follows (U.S. dollars in millions, except share and per share data):
Year ended
December 30, 2022 December 31, 2021 January 1, 2021
Numerator:
Net income attributable to Fresh Del Monte Produce Inc. $ 98.6 $ 80.0 $ 49.2
Denominator:
Weighted average number of ordinary shares - Basic 47,790,920 47,508,208 47,569,794
Effect of dilutive securities - share-based awards 152,544 193,189 90,806
Weighted average number of ordinary shares - Diluted 47,943,464 47,701,397 47,660,600
Antidilutive awards(1)
103,148 2,039 55,153
Net income per ordinary share attributable to Fresh Del Monte Produce Inc.:
Basic $ 2.06 $ 1.68 $ 1.03
Diluted $ 2.06 $ 1.68 $ 1.03
(1) Awards of certain unvested shares and options are not included in the calculation of diluted weighted average shares outstanding because their effect would have been anti-dilutive.

v3.22.4

Accumulated Other Comprehensive (Loss) Income (Tables)
12 Months Ended

Dec. 30, 2022

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)
The following table includes the changes in accumulated other comprehensive loss by component for the years ended December 30, 2022 and December 31, 2021 (U.S. dollars in millions):

Changes in Accumulated Other Comprehensive Loss by Component (1)
Cash Flow Hedges Foreign Currency Translation Adjustment Retirement Benefit Adjustment Total
Balance at January 1, 2021 $ (49.6) $ (3.3) $ (24.1) $ (77.0)
Other comprehensive income (loss) before reclassifications 10.3
(3)
(14.1)
(2)
14.5 10.7
Amounts reclassified from accumulated other comprehensive loss (1.6)
(4)
— 1.0 (0.6)
Net current period other comprehensive income (loss) 8.7 (14.1) 15.5 10.1
Balance at December 31, 2021 $ (40.9) $ (17.4) $ (8.6) $ (66.9)
Other comprehensive income (loss) before reclassifications 67.1
(3)
(18.6)
(2)
(4.1) 44.4
Amounts reclassified from accumulated other comprehensive loss (20.2) — 1.2 (19.0)
Net current period other comprehensive income (loss) 46.9 (18.6) (2.9) 25.4
Balance at December 30, 2022 $ 6.0 $ (36.0) $ (11.5) $ (41.5)

(1) All amounts are net of tax and noncontrolling interests.
(2) Includes a loss of $4.8 million for the year ended December 30, 2022 and a loss of $6.1 million for the year ended December 31, 2021 related to intra-entity foreign currency transactions that are of a long-term-investment nature.
(3) Includes a tax effect of $(5.8) million for the year ended December 30, 2022 and $(2.7) million for the year ended December 31, 2021.
(4) Includes amounts reclassified for both designated and dedesignated cash flow hedges. Refer to the following table for the amounts of each.

Reclassification out of Accumulated Other Comprehensive Income
The following table includes details about amounts reclassified from accumulated other comprehensive loss by component for the years ended December 30, 2022 and December 31, 2021 (U.S. dollars in millions):

Amount of (gain) loss reclassified from accumulated other comprehensive loss
Details about accumulated other comprehensive loss components December 30, 2022 December 31, 2021 Affected line item in the statement where net income is presented
Cash flow hedges:
Designated as hedging instruments:
Foreign currency cash flow hedges $ (31.4) $ (5.4) Net sales
Foreign currency cash flow hedges 6.5 (0.7) Cost of products sold
Interest rate swaps 4.7 11.3 Interest expense
Bunker fuel swaps no longer designated as hedging instruments — (5.8) Cost of products sold
Bunker fuel swaps no longer designated as hedging instruments — (1.0) Other expense, net
Total $ (20.2) $ (1.6)
Amortization of retirement benefits:
Actuarial losses 0.8 1.0 Other expense, net
Curtailment and settlement losses 0.4 — Other expense, net
Total $ 1.2 $ 1.0

v3.22.4

Retirement and Other Employee Benefits (Tables)
12 Months Ended

Dec. 30, 2022

Retirement Benefits [Abstract]

Reconciliation of Benefit Obligations, Plan Assets and Funded Status for Defined Benefit Pension Plans and Post-Retirement Plans
The following table sets forth a reconciliation of benefit obligations, plan assets and funded status for our defined benefit pension plans and post-retirement plans as of December 30, 2022 and December 31, 2021, which are also their measurement dates (U.S. dollars in millions):

Pension plans(1)
Post-retirement plans
December 30, 2022 December 31, 2021 December 30, 2022 December 31, 2021
U.S. U.K. U.S. U.K. Central America Central America
Change in Benefit Obligation:
Beginning benefit obligation $ 14.9 $ 63.5 $ 16.4 $ 69.0 $ 66.9 $ 68.0
Service cost — — — — 5.7 6.0
Interest cost 0.4 1.0 0.3 1.0 3.9 4.0
Actuarial (gain) loss (2.7) (18.9) (0.6) (4.4) (3.7) (6.6)
Benefits paid (1.2) (3.0) (1.2) (2.4) (6.1) (4.6)
Exchange rate changes(2)
— (6.4) — 0.3 — 0.1
Plan amendment — — — — — —
Ending benefit obligation 11.4 36.2 14.9 63.5 66.7 66.9
Change in Plan Assets:
Beginning fair value 14.3 72.5 13.7 67.1 — —
Actual return on plan assets (2.0) (26.2) 1.6 5.6 — —
Company contributions — 1.8 0.2 2.0 6.1 4.6
Benefits paid (1.2) (3.0) (1.2) (2.4) (6.1) (4.6)
Exchange rate changes(2)
— (7.2) — 0.2 — —
Ending fair value 11.1 37.9 14.3 72.5 — —
Amounts recognized in the Consolidated Balance Sheets:
Accounts payable and accrued expenses (current liability) — — — — (10.2) (8.4)
Retirement benefits liability (noncurrent liability) (0.3) — (0.6) — (56.5) (58.5)
Other noncurrent assets — 1.7 — 9.0 — —
Net (liability) asset recognized in the Consolidated Balance Sheets $ (0.3) $ 1.7 $ (0.6) $ 9.0 $ (66.7) $ (66.9)
Amounts recognized in Accumulated other comprehensive loss:(3)

Net actuarial (loss) gain (7.5) (8.4) (7.8) 0.8 2.8 (1.0)
Net amount recognized in accumulated other comprehensive loss $ (7.5) $ (8.4) $ (7.8) $ 0.8 $ 2.8 $ (1.0)
(1)The accumulated benefit obligation is the same as the projected benefit obligation.
(2)The exchange rate difference included in the reconciliation of the change in benefit obligation and the change in plan assets above results from currency fluctuations of the U.S. dollar relative to the British pound for the U.K. plan and the U.S. dollar versus Central American currencies such as the Costa Rican colon and Guatemalan quetzal for the Central American plans as of December 30, 2022 and December 31, 2021, when compared to the previous year.
(3)We had accumulated other comprehensive income of $3.1 million as of December 30, 2022 and $2.4 million as of December 31, 2021 related to the tax effect of unamortized pension gains and losses.

Roll Forward of AOCI Balances
The following table provides a rollforward of the accumulated other comprehensive loss balances (U.S. dollars in millions):

Pension plans Post-retirement plans
Year ended Year ended
December 30,
2022 December 31,
2021 December 30,
2022 December 31,
2021
Reconciliation of accumulated other comprehensive loss U.S. U.K. U.S. U.K. Central America Central America
Accumulated other comprehensive (loss) gain at beginning of plan year $ (7.8) $ 0.8 $ (9.6) $ (7.4) $ (1.0) $ (7.5)
Amortization of net losses recognized during the year 0.5 0.1 0.5 0.1 0.1 —
Net gain (loss) during the year (0.2) (9.1) 1.3 8.7 3.7 6.6
Currency exchange rate changes — (0.2) — (0.6) — (0.1)
Accumulated other comprehensive (loss) gain at end of plan year $ (7.5) $ (8.4) $ (7.8) $ 0.8 $ 2.8 $ (1.0)

Net Periodic Pension Cost of Defined Benefit Pension and Post-Retirement Benefit Plans
The following table sets forth the net periodic pension cost of our defined benefit pension and post-retirement benefit plans (U.S. dollars in millions):

Pension plans Post-retirement plans
Year ended Year ended
December 30, 2022 December 31, 2021 January 1, 2021 December 30, 2022 December 31, 2021 January 1, 2021
U.S. U.K. U.S. U.K. U.S. U.K. Central America Central America Central America
Service cost $ — $ — $ — $ — $ — $ — $ 5.7 $ 6.0 $ 6.3
Interest cost 0.4 1.0 0.3 1.0 0.5 1.1 3.9 4.0 4.2
Expected return on assets (0.8) (1.8) (0.8) (1.4) (1.0) (1.5) — — —
Net amortization 0.5 0.1 0.5 0.1 0.5 0.1 0.1 — 0.7
Net periodic cost (income) $ 0.1 $ (0.7) $ — $ (0.3) $ — $ (0.3) $ 9.7 $ 10.0 $ 11.2

Assumptions Used in the Calculation of Benefit Obligations and Net Periodic Pension Costs of U.S. and U.K. Defined Benefit Pension Plans and Central American Plans
The assumptions used in the calculation of the benefit obligations of our U.S. and U.K. defined benefit pension plans and Central American plans consisted of the following:

December 30, 2022 December 31, 2021

January 1, 2021
Pension plans Post-retirement plans Pension plans Post-retirement plans

Pension plans Post-retirement plans
U.S. U.K. Central
America U.S. U.K. Central
America

U.S. U.K. Central
America
Weighted average discount rate 5.15 % 5.00 % 8.26 % 2.65 % 1.80 % 6.39 % 2.15 % 1.40 % 7.98 %
Rate of increase in compensation levels — — 4.80 % — — 4.82 % — — 4.74 %

The assumptions used in the calculation of the net periodic pension costs for our U.S. and U.K. defined benefit pension plans and Central American plans consisted of the following:

December 30, 2022 December 31, 2021 January 1, 2021
Pension plans Post-retirement plans Pension plans Post-retirement plans Pension plans Post-retirement plans
U.S. U.K. Central
America U.S. U.K. Central
America U.S. U.K. Central
America
Weighted average discount rate 2.65 % 1.80 % 6.39 % 2.15 % 1.40 % 6.34 % 3.00 % 2.00 % 6.27 %
Rate of increase in compensation levels — — 4.69 % — — 4.70 % — — 4.74 %
Expected long-term rate of return on assets 6.50 % 2.77 % — 6.50 % 1.98 % — 7.50 % 2.58 % —

Cash Flows

Pension plans Post-retirement plans
U.S. U.K. Central America
Expected benefit payments for:
2023 $ 1.2 $ 2.0 $ 10.2
2024 1.1 2.4 8.9
2025 1.1 2.2 9.0
2026 1.0 2.0 8.0
2027 1.0 2.1 8.0
Next 5 years 4.3 11.3 39.9
Expected benefit payments over the next 10 years $ 9.7 $ 22.0 $ 84.0

14. Retirement and Other Employee Benefits (continued)

For 2023, there are no expected contributions for the U.S. pension plan. Expected contributions for the U.K. pension plan are $1.7 million for 2023. Contributions for the U.S. and U.K. pension plans are actuarially determined based on funding regulations.

Fair Values of Plan Assets by Asset Category
The fair values of our U.S. plan assets by asset category are as follows as of the years ended December 30, 2022 and December 31, 2021 (U.S. dollars in millions):

Fair Value Measurements at
December 30, 2022
Quoted Prices in
Active Markets for
Identical Assets Significant
Observable
Inputs Significant
Unobservable
Inputs
Asset Category Total (Level 1) (Level 2) (Level 3)
Mutual Funds:
Fixed income securities $ 4.7 $ 4.7 $ — $ —
Value securities 2.3 2.3 — —
Growth securities 4.1 4.1 — —
Total $ 11.1 $ 11.1 $ — $ —

Fair Value Measurements at
December 31, 2021
Quoted Prices in
Active Markets for
Identical Assets Significant
Observable
Inputs Significant
Unobservable
Inputs
Asset Category Total (Level 1) (Level 2) (Level 3)
Mutual Funds:
Fixed income securities $ 5.3 $ 5.3 $ — $ —
Value securities 3.0 3.0 — —
Growth securities 6.0 6.0 — —
Total $ 14.3 $ 14.3 $ — $ —
The fair values of our U.K. plan assets by asset category are as follows as of the years ended December 30, 2022 and December 31, 2021 (U.S. dollars in millions):

Fair Value Measurements at
December 30, 2022
Asset Category Total Quoted Prices
in Active
Markets for
Identical Assets
(Level 1) Significant
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
Cash $ 0.3 $ 0.3 $ — $ —
Equity securities:
Diversified growth funds 8.4 — 8.4 —
Other international companies 0.8 — 0.8 —
Real estate investment trusts 1.2 — 1.2 —
Fixed income securities:
Government and corporate bonds 19.5 — 19.5 —
Liability-driven investments 7.7 — 7.7 —
Total $ 37.9 $ 0.3 $ 37.6 $ —
14. Retirement and Other Employee Benefits (continued)
Fair Value Measurements at
December 31, 2021
Asset Category Total Quoted Prices
in Active
Markets for
Identical Assets
(Level 1) Significant
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
Cash $ 0.5 $ 0.5 $ — $ —
Equity securities:
Diversified growth funds 20.8 — 20.8 —
Other international companies 3.5 — 3.5 —
Real estate investment trusts 3.5 — 3.5 —
Fixed income securities:
Government and corporate bonds 24.9 — 24.9 —
Liability-driven investments 19.3 — 19.3 —
Total $ 72.5 $ 0.5 $ 72.0 $ —

v3.22.4

Share-Based Compensation (Tables)
12 Months Ended

Dec. 30, 2022

Share-Based Payment Arrangement, Noncash Expense [Abstract]

Stock-Based Compensation Expense Included in Selling, General and Administrative Expenses Related to Stock Options and Restricted Stock Awards
Year ended
Types of Awards December 30, 2022 December 31, 2021 January 1, 2021
RSUs/PSUs $ 6.9 $ 7.6 $ 7.2
RSAs — — 0.3
Total $ 6.9 $ 7.6 $ 7.5

Schedule of RSUs / PSUs Activity
The following table summarizes RSU and PSU activity for the years ended December 30, 2022, December 31, 2021, and January 1, 2021:
RSUs PSUs
Number of
Shares Weighted
Average Grant Date Fair
Value Number of
Shares Weighted
Average Grant Date Fair
Value
Non-vested as of December 27, 2019 242,187 $ 40.13 119,729 $ 36.52
Granted 200,710 29.40 89,543 28.42
Vested (140,916) 40.19 (63,303) 42.33
Canceled (25,191) 33.78 (25,930) 31.69
Non-vested as of January 1, 2021 276,790 32.89 120,039 28.42
Granted 333,785 26.25 123,158 26.02
Vested (129,194) 35.30 (48,191) 28.23
Canceled (26,148) 27.01 (20,786) 25.14
Non-vested as of December 31, 2021 455,233 27.63 174,220 26.89
Granted 153,944 24.28 152,211 28.92
Vested (212,464) 28.76 (67,599) 27.38
Canceled (36,616) 26.14 (43,289) 26.85
Non-vested as of December 30, 2022 360,097 $ 25.68 215,543 $ 28.18

v3.22.4

Derivative Financial Instruments (Tables)
12 Months Ended

Dec. 30, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Outstanding Foreign Currency Forward Contracts that were Entered into to Hedge Forecasted Cash Flows We had the following outstanding foreign currency forward contracts as of December 30, 2022 (in millions):
Foreign currency contracts qualifying as cash flow hedges: Notional amount
British pound GBP 11.0
Chilean peso CLP 20,287.1
Euro EUR 42.2
Japanese yen JPY 2,500.8
Korean won KRW 18,750.0
Kenyan shilling KES 46.6

Fair Values of Derivative Instruments
The following table reflects the fair values of derivative instruments, which are designated as level 2 in the fair value hierarchy, as of December 30, 2022 and December 31, 2021 (U.S. dollars in millions):

Derivatives designated as hedging instruments(1)
Foreign exchange contracts Interest rate swaps Total
Balance Sheet location: December 30, 2022 December 31, 2021 December 30, 2022 December 31, 2021 December 30, 2022 December 31, 2021
Asset derivatives:
Prepaid expenses and other current assets $ — $ 0.5 $ — $ — $ — $ 0.5
Other noncurrent assets — — 15.8 — 15.8 —
Total asset derivatives $ — $ 0.5 $ 15.8 $ — $ 15.8 $ 0.5
Liability derivatives:
Accounts payable and accrued expenses $ 6.5 $ 8.1 $ — $ — $ 6.5 $ 8.1
Other noncurrent liabilities 0.2 6.1 — 29.4 0.2 35.5
Total liability derivatives $ 6.7 $ 14.2 $ — $ 29.4 $ 6.7 $ 43.6

(1) See Note 18, “Fair Value Measurements,” for fair value disclosures.
We expect that $1.0 million of the net fair value of our cash flow hedges recognized as a net gain in accumulated other comprehensive loss will be transferred to earnings during the next 12 months, and the remaining net gain of $7.2 million over the following 5 years, along with the earnings effect of the related forecasted transactions.

Effect of Derivative Instruments on the Consolidated Statements of Income The following table reflects the effect of derivative instruments on the Consolidated Statements of Comprehensive Income for the years ended December 30, 2022 and December 31, 2021 (U.S. dollars in millions):
Net amount of gain recognized in other comprehensive income on derivatives
Derivative Instruments December 30, 2022 December 31, 2021
Foreign exchange contracts $ 7.5 $ (8.1)
Bunker fuel swaps — (1.7)
Interest rate swaps, net of tax 39.4 18.5
Total $ 46.9 $ 8.7

v3.22.4

Fair Value Measurements (Tables)
12 Months Ended

Dec. 30, 2022

Fair Value Disclosures [Abstract]

Fair Values of Assets and Liabilities Measured on a Recurring Basis
The following table provides a summary of the fair values of our derivative financial instruments measured on a recurring basis (U.S. dollars in millions):

Fair Value Measurements
Foreign currency forward contracts, net liability Interest rate contracts, net asset (liability)
December 30,
2022 December 31,
2021 December 30,
2022 December 31,
2021
Quoted prices in active markets for identical assets (Level 1) $ — $ — $ — $ —
Significant other observable inputs (Level 2) (6.7) (13.7) 15.8 (29.4)
Significant unobservable inputs (Level 3) — — — —

v3.22.4

Unaudited Quarterly Financial Information (Tables)
12 Months Ended

Dec. 30, 2022

Quarterly Financial Data [Abstract]

Schedule of Quarterly Financial Information
Our fiscal quarter-ends correspond to the last Friday of the 13-week period, beginning the day following our fiscal year end. The following summarizes certain quarterly operating data (U.S. dollars in millions, except per share data):

Quarter ended
April 1, 2022 July 1, 2022 September 30, 2022 December 30, 2022
Net sales $ 1,136.9 $ 1,211.9 $ 1,053.5 $ 1,040.0
Gross profit 89.8 80.7 88.0 81.7
Net income 24.7 21.1 32.6 19.4
Net income attributable to Fresh Del Monte
       Produce Inc. 25.8 21.2 33.3 18.3
Net income per ordinary share attributable to
    Fresh Del Monte Produce Inc. – basic(1)
$ 0.54 $ 0.44 $ 0.70 $ 0.38
Net income per ordinary share attributable to
    Fresh Del Monte Produce Inc. – diluted(1)
$ 0.54 $ 0.44 $ 0.69 $ 0.38
Dividends declared per ordinary share $ 0.15 $ 0.15 $ 0.15 $ 0.15
April 2, 2021 July 2, 2021 October 1, 2021
December 31, 2021(2)
Net sales $ 1,088.3 $ 1,141.6 $ 1,004.8 $ 1,017.3
Gross profit 105.0 110.0 48.9 39.8
Net income (loss) 41.4 47.7 1.5 (10.7)
Net income (loss) attributable to Fresh Del Monte
    Produce Inc. 42.7 47.2 1.3 (11.2)
Net income (loss) per ordinary share attributable to
    Fresh Del Monte Produce Inc. – basic(1)
$ 0.90 $ 0.99 $ 0.03 $ (0.24)
Net income (loss) per ordinary share attributable to
    Fresh Del Monte Produce Inc. – diluted(1)
$ 0.90 $ 0.99 $ 0.03 $ (0.24)
Dividends declared per ordinary share $ 0.10 $ 0.10 $ 0.15 $ 0.15

Due to rounding, the sum of the quarterly amounts may not equal the reported amounts for the year.
(1)Basic and diluted earnings per share for each of the quarters presented above is based on the respective weighted average number of shares for the quarters.
(2)Diluted earnings per share for the quarter ended December 31, 2021 excludes the impact of antidilutive share-based payment awards of 742,006 ordinary shares, as they were antidilutive.

v3.22.4

Business Segment Data (Tables)
12 Months Ended

Dec. 30, 2022

Segment Reporting [Abstract]

Net sales and gross profit by segment
We evaluate performance based on several factors, of which net sales and gross profit are the primary financial measures (U.S. dollars in millions):

Year ended
December 30, 2022 December 31, 2021 January 1, 2021
Net Sales Gross Profit Net Sales Gross Profit Net Sales Gross Profit
Fresh and value-added products $ 2,581.8 $ 183.0 $ 2,504.8 $ 180.2 $ 2,484.1 $ 159.1
Banana 1,619.8 120.7 1,581.1 110.9 1,602.6 85.6
Other products and services 240.7 36.5 166.1 12.7 115.6 6.2
Totals $ 4,442.3 $ 340.2 $ 4,252.0 $ 303.8 $ 4,202.3 $ 250.9

Net sales by product
The following table indicates our net sales by product (U.S. dollars in millions) and, in each case, the percentage of the total represented thereby:
Year ended
December 30, 2022 December 31, 2021 January 1, 2021
Segments:
Fresh and value-added products:
Fresh-cut fruit $ 524.7 12 % $ 493.5 12 % $ 464.8 11 %
Fresh-cut vegetables 341.4 8 % 366.3 9 % 378.9 9 %
Pineapples 584.6 13 % 534.4 13 % 458.9 11 %
Avocados 311.4 7 % 320.2 7 % 327.1 7 %
Non-tropical fruit 179.8 4 % 185.2 4 % 210.6 5 %
Prepared foods 293.4 6 % 281.2 6 % 278.3 7 %
Melons 94.4 2 % 67.6 2 % 75.5 2 %
Tomatoes 23.8 1 % 29.5 1 % 40.5 1 %
Vegetables 137.3 3 % 136.6 3 % 155.6 4 %
Other fruit and vegetables 91.0 2 % 90.3 2 % 93.9 2 %
Total fresh and value-added products 2,581.8 58 % 2,504.8 59 % 2,484.1 59 %
Banana 1,619.8 37 % 1,581.1 37 % 1,602.6 38 %
Other products and services 240.7 5 % 166.1 4 % 115.6 3 %
Total $ 4,442.3 100 % $ 4,252.0 100 % $ 4,202.3 100 %

Long-lived assets by geographical region
Property, plant and equipment, net: December 30, 2022 December 31, 2021
North America $ 191.7 $ 209.7
Europe 28.8 32.2
Middle East 49.2 98.4
Africa 37.8 40.0
Asia 104.5 113.6
Central America 635.5 645.8
South America 66.4 71.7
Maritime equipment (including containers) 190.1 198.9
Corporate 5.5 5.5
Total property, plant and equipment, net $ 1,309.5 $ 1,415.8

Total assets: December 30, 2022 December 31, 2021
North America $ 929.0 $ 875.8
Europe 330.6 322.8
Middle East 281.7 275.6
Africa 164.2 131.9
Asia 250.4 257.5
Central America 1,023.1 1,060.4
South America 170.1 162.2
Maritime equipment (including containers) 193.7 202.2
Corporate 116.1 109.7
Total assets $ 3,458.9 $ 3,398.1

Net Sales by Geographic Region
The following table indicates our net sales by geographic region (U.S. dollars in millions):

Year ended
Net sales by geographic region: December 30, 2022 December 31, 2021 January 1,
2021
North America $ 2,721.3 $ 2,570.2 $ 2,601.7
Europe 760.5 696.5 648.6
Asia 451.0 488.4 466.1
Middle East 427.9 433.0 432.9
Other 81.6 63.9 53.0
Total net sales $ 4,442.3 $ 4,252.0 $ 4,202.3

v3.22.4

Shareholders' Equity (Tables)
12 Months Ended

Dec. 30, 2022

Stockholders' Equity Note [Abstract]

Schedule of Dividends Declared
The below is a summary of the dividends paid per share for the years ended December 30, 2022 and December 31, 2021. These dividends were declared and paid within the same fiscal quarter.

Year ended
December 30, 2022 December 31, 2021
Dividend Payment Date Cash Dividend per Ordinary Share Dividend Payment Date Cash Dividend per Ordinary Share
December 9, 2022 $ 0.15 December 10, 2021 $ 0.15
September 9, 2022 0.15 September 10, 2021 0.15
June 10, 2022 0.15 June 11, 2021 0.10
April 1, 2022 0.15 April 2, 2021 0.10

v3.22.4

General (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended

Dec. 31, 2021

Dec. 30, 2022

Dec. 31, 2021

Jan. 01, 2021

Schedule of Asset Impairment and Other Charges [Line Items]

Asset impairment charges $ 3.5 $ 3.8 $ 11.8

Restructuring Charges 0.7 (11.4)

Restructuring, Settlement and Impairment Provisions $ (4.8) 4.5 $ 0.4

Asia Pacific | Exit Activities of Low-yield Areas [Member] | Banana

Schedule of Asset Impairment and Other Charges [Line Items]

Asset impairment charges 3.3

Restructuring Charges 1.4

Restructuring, Settlement and Impairment Provisions $ 4.7 $ 4.7

v3.22.4

Summary of Significant Accounting Policies - Schedule of Inventory (Details) - USD ($)
$ in Millions

Dec. 30, 2022

Dec. 31, 2021

Accounting Policies [Abstract]

Finished goods $ 205.8 $ 197.9

Raw materials and packaging supplies 233.2 203.2

Growing crops 230.0 201.7

Total inventories $ 669.0 $ 602.8

v3.22.4

Property, Plant and Equipment, Net - Narrative (Details) - USD ($)
$ in Millions
12 Months Ended

Dec. 30, 2022

Dec. 31, 2021

Jan. 01, 2021

Property, Plant and Equipment [Abstract]

Depreciation $ 84.8 $ 89.2 $ 87.2

Finance Lease, Right-of-Use Asset, before Accumulated Amortization 11.0 10.9

Finance Lease, Right-of-Use Asset, Accumulated Amortization 2.4 1.0

Loss (gain) on disposal of property, plant and equipment, net $ 1.9 $ (4.6) $ (22.2)

v3.22.4

Goodwill and Other Intangible Assets - Intangible Assets and Goodwill (Details) - USD ($)
$ in Millions

Dec. 30, 2022

Dec. 31, 2021

Jan. 01, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill $ 422.9 $ 423.7 $ 424.0

Indefinite-lived intangible assets:

Trademarks 31.7 31.7

Definite-lived intangible assets:

Definite-lived intangible assets 150.4 150.4

Accumulated amortization (47.1) (39.3)

Definite-lived intangible assets, net 103.3 111.1

Goodwill and other intangible assets, net $ 557.9 $ 566.5

v3.22.4

Goodwill and Other Intangible Assets - Changes in the Carrying Amount of Goodwill (Details) - USD ($)
$ in Millions
12 Months Ended

Dec. 30, 2022

Dec. 31, 2021

Goodwill [Roll Forward]

Goodwill, beginning $ 423.7 $ 424.0

Foreign exchange (0.8) (0.3)

Goodwill, ending 422.9 423.7

Fresh and Value-Added Products

Goodwill [Roll Forward]

Goodwill, beginning 359.4 359.5

Foreign exchange (0.6) (0.1)

Goodwill, ending 358.8 359.4

Banana

Goodwill [Roll Forward]

Goodwill, beginning 64.3 64.5

Foreign exchange (0.2) (0.2)

Goodwill, ending $ 64.1 $ 64.3

v3.22.4

Goodwill and Other Intangible Assets - Sensitivities of Goodwill and Indefinite-Lived Intangibles at Risk (Details)
$ in Millions

Dec. 30, 2022

USD ($)

Banana | Goodwill

Goodwill and Intangible Assets Disclosure [Line Items]

Intangible assets, including goodwill $ 64.1

Approximate percentage by which the fair value exceeds the carrying value based on the annual impairment test 11.40%

Amount that a one percentage point increase in the discount rate and a 5% decrease in cash flows would cause the carrying value to exceed the fair value and trigger an impairment $ 58.5

Prepared Food | Remaining Del Monte Trademarks

Goodwill and Intangible Assets Disclosure [Line Items]

Intangible assets, including goodwill $ 48.8

Approximate percentage by which the fair value exceeds the carrying value based on the annual impairment test 11.70%

Amount that a one percentage point increase in the discount rate and a 5% decrease in cash flows would cause the carrying value to exceed the fair value and trigger an impairment $ 26.3

Prepared Food Reporting Unit | Trademarks and Trade Names

Goodwill and Intangible Assets Disclosure [Line Items]

Intangible assets, including goodwill $ 30.8

Approximate percentage by which the fair value exceeds the carrying value based on the annual impairment test 15.90%

Amount that a one percentage point increase in the discount rate and a 5% decrease in cash flows would cause the carrying value to exceed the fair value and trigger an impairment $ 0.0

v3.22.4

Goodwill and Other Intangible Assets - Estimated Amortization Expense (Details)
$ in Millions

Dec. 30, 2022

USD ($)

Goodwill and Intangible Assets Disclosure [Abstract]

2023 $ 6.9

2024 6.5

2025 6.4

2026 6.4

2027 $ 6.3

v3.22.4

Goodwill and Other Intangible Assets - Narrative (Details)
$ in Millions
12 Months Ended

Dec. 30, 2022

USD ($)

Finite-Lived Intangible Assets [Line Items]

Goodwill accumulated impairment loss $ 88.1

Goodwill and trademarks impairment charges $ 0.0

v3.22.4

Allowance for Credit Losses - Narrative (Details) - USD ($)
$ in Millions
12 Months Ended

Dec. 30, 2022

Dec. 31, 2021

Jan. 01, 2021

Accounts, Notes, Loans and Financing Receivable [Line Items]

Accounts Receivable, Allowance for Credit Loss, Current $ 21.6 $ 21.8

Accounts Receivable, Allowance for Credit Loss $ 9.3 $ 10.2 $ 15.1

Accounting Standards Update 2016-13 [Member]

Accounts, Notes, Loans and Financing Receivable [Line Items]

Accounts Receivable, Allowance for Credit Loss $ 1.0

Long Term Advances to Growers | Maximum

Accounts, Notes, Loans and Financing Receivable [Line Items]

Financing receivable term 5 years

Long Term Advances to Growers | Minimum

Accounts, Notes, Loans and Financing Receivable [Line Items]

Financing receivable term 1 year

v3.22.4

Allowance for Credit Losses - Advances to Growers Along with the Related Allowance for Doubtful Accounts (Details) - USD ($)
$ in Millions
12 Months Ended

Dec. 30, 2022

Dec. 31, 2021

Jan. 01, 2021

Accounts, Notes, Loans and Financing Receivable [Line Items]

Accounts Receivable, Allowance for Credit Loss $ 9.3 $ 10.2 $ 15.1

Provision for Loan, Lease, and Other Losses 0.3 0.2

Accounts Receivable, Credit Loss Expense (Reversal) (0.4) (5.1)

Accounts Receivable, Allowance for Credit Loss, Writeoff (0.7) 0.0

Accounts Receivable, Allowance for Credit Loss, Recovery (0.1) 0.0

Accounting Standards Update 2016-13 [Member]

Accounts, Notes, Loans and Financing Receivable [Line Items]

Accounts Receivable, Allowance for Credit Loss 1.0

Advances to Growers

Accounts, Notes, Loans and Financing Receivable [Line Items]

Provision for Loan, Lease, and Other Losses (3.2) 0.1

Financing Receivable, before Allowance for Credit Loss, Current 44.6 40.6

Financing Receivable, before Allowance for Credit Loss, Noncurrent 5.6 5.5

Financing Receivable, Allowance for Credit Loss 4.9 1.8 $ 2.1

Financing Receivable, Allowance for Credit Loss, Writeoff $ (0.1) (0.2)

Advances to Growers | Accounting Standards Update 2016-13 [Member]

Accounts, Notes, Loans and Financing Receivable [Line Items]

Financing Receivable, Allowance for Credit Loss $ 1.8

v3.22.4

Financing Receivables - Allowance for Doubtful Accounts and Related Financing Receivables (Details) - USD ($)
$ in Millions
12 Months Ended

Dec. 30, 2022

Dec. 31, 2021

Jan. 01, 2021

Financing Receivable, Allowance for Credit Loss [Roll Forward]

Provision for Loan, Lease, and Other Losses $ 0.3 $ 0.2

Advances to Growers

Financing Receivable, Allowance for Credit Loss [Roll Forward]

Allowance for advances to growers and suppliers, beginning of period 1.8 2.1

Provision for Loan, Lease, and Other Losses (3.2) 0.1

Financing Receivable, Allowance for Credit Loss, Writeoff (0.1) (0.2)

Allowance for advances to growers and suppliers, end of period 4.9 1.8 $ 2.1

Advances to Growers | Accounting Standards Update 2016-13 [Member]

Financing Receivable, Allowance for Credit Loss [Line Items]

Financing Receivable, Allowance for Credit Loss, Period Increase (Decrease) $ 0.2

Financing Receivable, Allowance for Credit Loss [Roll Forward]

Allowance for advances to growers and suppliers, beginning of period $ 1.8

Allowance for advances to growers and suppliers, end of period $ 1.8

v3.22.4

Accounts Payable and Accrued Expenses (Details) - USD ($)
$ in Millions

Dec. 30, 2022

Dec. 31, 2021

Payables and Accruals [Abstract]

Trade payables $ 295.9 $ 320.0

Accrued fruit purchases 37.3 45.2

Ship and port operating expenses 18.4 23.1

Warehouse and distribution costs 29.5 30.4

Payroll and employee benefits 78.2 76.4

Accrued promotions 27.1 29.2

Other accrued expenses 63.5 55.8

Accounts payable and accrued expenses $ 549.9 $ 580.1

Other accrued expenses and accounts payable maximum risk percentage 5.00%

v3.22.4

Income Taxes - Provision for (Benefit from) Income Taxes (Detail) - USD ($)
$ in Millions
12 Months Ended

Dec. 30, 2022

Dec. 31, 2021

Jan. 01, 2021

Current:

U.S. federal income tax $ 0.3 $ (2.1) $ (10.6)

State 0.7 0.3 0.5

Non-U.S. 16.6 18.8 15.6

Total 17.6 17.0 5.5

Deferred:

U.S. federal income tax 0.0 (5.0) 2.8

State 0.0 (1.2) 3.3

Non-U.S. 2.5 (8.8) (6.6)

Total 2.5 (15.0) (0.5)

Provision for income taxes 20.1 2.0 5.0

Benefit from net operating loss carryback provision (C.A.R.E.S. Act) 0.0 $ (0.8) $ (4.6)

Undistributed earnings of foreign subsidiaries $ 1,686.8

v3.22.4

Income Taxes - Income Before Income Taxes (Detail) - USD ($)
$ in Millions
12 Months Ended

Dec. 30, 2022

Dec. 31, 2021

Jan. 01, 2021

Income Tax Disclosure [Abstract]

U.S. $ 1.0 $ (24.7) $ 1.0

Non-U.S. 116.8 106.6 50.3

Income before income taxes $ 117.8 $ 81.9 $ 51.3

v3.22.4

Income Taxes - Differences Between Reported Provision for (Benefit from) Income Taxes and Income Taxes Computed at U.S. Statutory Federal Income Tax Rate (Detail) - USD ($)
$ in Millions
12 Months Ended

Dec. 30, 2022

Dec. 31, 2021

Jan. 01, 2021

Income Tax Disclosure [Abstract]

Income tax provision computed at the U.S. statutory federal rate $ 24.7 $ 17.2 $ 10.8

Effect of tax rates on non-U.S. operations (71.7) (67.9) (54.6)

Provision for uncertain tax positions 1.7 2.3 0.6

Non-deductible interest 0.7 0.6 2.5

Foreign exchange 2.8 (6.1) (10.1)

Non-deductible intercompany charges 0.5 0.1 0.0

Non-deductible differences 0.9 2.0 1.6

Non-taxable income/loss 0.6 (4.8) 0.1

Non-deductible impairment charges 0.0 1.1 0.2

Adjustment to deferred balances 0.0 0.1 0.5

Other (3.2) 2.1 3.1

Other taxes in lieu of income 5.5 4.5 3.8

Change in deferred rate 0.0 0.1 (10.1)

Benefit from net operating loss carryback provision (C.A.R.E.S. Act) 0.0 0.8 4.6

Increase (decrease) in valuation allowance 57.6 51.5 61.2

Provision for income taxes $ 20.1 $ 2.0 $ 5.0

v3.22.4

Income Taxes - Deferred Income Tax Assets and Liabilities (Detail) - USD ($)
$ in Millions

Dec. 30, 2022

Dec. 31, 2021

Deferred tax liabilities:

Allowances and other accrued liabilities $ (0.1) $ (1.0)

Inventories (17.1) (15.7)

Property, plant and equipment (75.7) (73.6)

Equity in earnings of unconsolidated companies (0.2) (0.1)

Pension obligations (2.6) (4.6)

Other noncurrent deferred tax liabilities (26.8) (20.5)

ROU assets (21.0) (24.4)

Total noncurrent deferred tax liabilities (143.5) (139.9)

Deferred tax assets:

Allowances and other accrued assets 17.9 15.7

Inventories 5.9 4.6

Pension obligations 21.4 22.8

Property, plant and equipment 1.0 2.1

Post-retirement benefits other than pension 3.6 3.6

Net operating loss carryforwards 434.2 415.7

Capital loss carryover 2.1 2.4

Other noncurrent assets 93.9 56.2

Operating lease 22.9 25.8

Total noncurrent deferred tax assets 602.9 548.9

Valuation allowance (483.5) (424.8)

Deferred Tax Assets, Net of Valuation Allowance, Total 119.4 124.1

Net deferred tax liabilities $ (24.1) $ (15.8)

v3.22.4

Income Taxes - Federal and Foreign Tax Operating Loss Carry-Forwards Expiring (Detail)
$ in Millions

Dec. 30, 2022

USD ($)

Income Tax Disclosure [Abstract]

2022 $ 19.0

2023 6.2

2024 10.5

2025 22.8

2026 and beyond 44.4

No expiration 1,570.9

Federal and foreign tax operating loss carry-forwards $ 1,673.8

v3.22.4

Income Taxes - Reconciliation of Beginning and Ending Amount of Uncertain Tax Positions Excluding Interest and Penalties (Detail) - USD ($)
$ in Millions
12 Months Ended

Dec. 30, 2022

Dec. 31, 2021

Jan. 01, 2021

Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]

Beginning balance $ 5.0 $ 3.5 $ 3.5

Gross decreases - tax position in prior period 0.0 0.0 (0.1)

Gross increases - current-period tax positions 1.2 1.7 0.2

Foreign exchange (0.1) (0.2) (0.1)

Ending balance $ 6.1 $ 5.0 $ 3.5

v3.22.4

Income Taxes - Narrative (Detail) - USD ($)
$ in Millions
12 Months Ended

Dec. 30, 2022

Dec. 31, 2021

Income Tax Contingency [Line Items]

Increased (decrease) in valuation allowance $ 58.7

Federal and foreign tax operating loss carry-forwards 1,673.8

Accrual for uncertain tax positions, that, if recognized would affect the effective income tax rate 9.2 $ 7.5

Interest on income taxes accrued $ 3.0 $ 2.5

Valuation Allowance, Deferred Tax Asset, Explanation of Change 12.3 million

Foreign Tax Authority [Member]

Income Tax Contingency [Line Items]

Estimate of possible loss $ 160.2

v3.22.4

Leases - Narrative (Details) - USD ($)
$ in Millions
12 Months Ended

Dec. 30, 2022

Dec. 31, 2021

Jan. 01, 2021

Lessee, Lease, Description [Line Items]

Rent expense $ 66.3 $ 61.9 $ 69.4

Proceeds from Sale of Property, Plant, and Equipment 8.7 17.5 39.5

(Loss) gain on disposal of property, plant and equipment, net $ (1.9) $ 4.6 $ 22.2

Lessee, Operating Lease, Renewal Term 12 months

Maximum

Lessee, Lease, Description [Line Items]

Terms for vessel charter agreements (in years) 4 months

v3.22.4

Leases - Lease Assets and Liabilities (Details) - USD ($)
$ in Millions

Dec. 30, 2022

Dec. 31, 2021

Leases [Abstract]

Operating lease right-of-use assets $ 213.8 $ 199.0

Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Property, plant and equipment, net Property, plant and equipment, net

Property, plant and equipment, net $ 8.6 $ 9.9

Total lease assets 222.4 208.9

Current maturities of operating leases 41.6 37.0

Current maturities of debt and finance leases 1.3 1.3

Operating leases, less current maturities 147.3 136.0

Long-term debt and finance leases, less current maturities 7.3 8.6

Total lease liabilities $ 197.5 $ 182.9

Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Long-term debt and finance leases Long-term debt and finance leases

Operating leases, Weighted-average remaining lease term (years) 6 years 6 months 6 years 7 months 6 days

Finance leases, Weighted-average remaining lease term (years) 5 years 8 months 12 days 6 years 7 months 6 days

Operating leases, Weighted-average discount rate (percentage) 5.23% 4.96%

Finance leases, Weighted-average discount rate (percentage) 2.91% 2.91%

v3.22.4

Leases - Lease Costs (Details) - USD ($)
$ in Millions
12 Months Ended

Dec. 30, 2022

Dec. 31, 2021

Jan. 01, 2021

Leases [Abstract]

Finance lease cost, Amortization of lease assets $ 1.4 $ 0.3 $ 0.0

Operating lease cost 66.3 61.9 69.4

Short-term lease cost 5.3 8.4 10.2

Variable lease cost 5.1 5.9 7.4

Total lease cost 78.1 76.5 87.0

Operating cash flows for operating leases 51.2 41.2 56.3

Financing cash flows for finance leases 1.3 0.3 0.3

Right-of-use assets obtained in exchange for new operating lease obligations 59.6 78.8 50.7

Right-of-Use Asset Obtained in Exchange for Finance Lease Liability $ 0.1 $ 9.9 $ 0.0

v3.22.4

Leases - Operating and Finance Lease Maturities (Details) - USD ($)
$ in Millions

Dec. 30, 2022

Dec. 31, 2021

Operating Leases

2023 $ 53.7

2024 48.1

2025 36.3

2026 30.2

2027 37.4

Thereafter 51.8

Total lease payments 257.5

Less: imputed interest 68.6

Total lease liabilities $ 188.9

Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] Operating leases, less current maturities Operating leases, less current maturities

Finance Leases

2023 $ 1.6

2024 1.6

2025 1.6

2026 1.6

2027 1.6

Thereafter 1.5

Total lease payments 9.5

Less: imputed interest 0.9

Total lease liabilities $ 8.6

v3.22.4

Debt - Narrative (Detail)
12 Months Ended

Oct. 01, 2019

USD ($)

Dec. 30, 2022

USD ($)

Dec. 31, 2021

USD ($)

Jan. 01, 2021

USD ($)

Sep. 13, 2022

USD ($)

Debt Instrument [Line Items]

Line of credit facility, maximum borrowing capacity $ 953,100,000

Payments of dividends, common stock 28,700,000 $ 23,700,000 $ 14,300,000

Cash payments of interest on long-term debt, net of amounts capitalized 23,500,000 19,900,000 20,600,000

Cash payments of interest on long-term debt, amounts capitalized 500,000 500,000 $ 2,300,000

Amount of committed working capital facilities applied to letter of credit facility $ 33,900,000

Revolving Credit Facility | Unsecured Debt

Debt Instrument [Line Items]

Term 5 years 5 years

Line of credit facility, maximum borrowing capacity $ 900,000,000 $ 900,000,000.0 $ 1,100,000,000

Line of credit facility, increase (decrease) $ 300,000,000

Debt Instrument, Covenant Description 25 million

Line of credit facility, capacity available for trade purchases $ 150,000,000

Standby Letters of Credit

Debt Instrument [Line Items]

Term 364 days

Line of credit facility, maximum borrowing capacity $ 25,000,000.0

LIBOR | Revolving Credit Facility | Unsecured Debt

Debt Instrument [Line Items]

Variable rate 1.375%

Other noncurrent assets | Revolving Credit Facility | Unsecured Debt

Debt Instrument [Line Items]

Capitalized debt issuance costs $ 600,000 $ 1,300,000

Minimum | Revolving Credit Facility

Debt Instrument [Line Items]

Debt Instrument, Covenant Description 1.00

Minimum | Revolving Credit Facility | Unsecured Debt

Debt Instrument [Line Items]

Debt Instrument, Covenant Description 2.25

Minimum | Eurodollar

Debt Instrument [Line Items]

Assumed variable interest rate 1.00%

Minimum | Base Rate

Debt Instrument [Line Items]

Assumed variable interest rate 0.00%

Maximum

Debt Instrument [Line Items]

Credit Agreement term in percentage 50.00%

Maximum | Revolving Credit Facility

Debt Instrument [Line Items]

Debt Instrument, Covenant Description 3.50

Maximum | Revolving Credit Facility | Unsecured Debt

Debt Instrument [Line Items]

Debt covenant, consolidated leverage ratio 2.50

Debt Instrument, Covenant Description 3.25

Maximum | Eurodollar

Debt Instrument [Line Items]

Assumed variable interest rate 1.50%

Maximum | Base Rate

Debt Instrument [Line Items]

Assumed variable interest rate 0.50%

v3.22.4

Debt - Schedule of Long-Term Debt and Finance Lease Obligations (Details) - USD ($)
$ in Millions

Dec. 30, 2022

Dec. 31, 2021

Debt Disclosure [Abstract]

Less: Current portion $ (1.3) $ (1.3)

Long-term debt and finance leases $ 547.1 $ 527.7

v3.22.4

Debt - Schedule of Line of Credit Facilities (Details) - USD ($)
12 Months Ended

Oct. 01, 2019

Dec. 30, 2022

Sep. 13, 2022

Line of Credit Facility [Line Items]

Borrowing Limit $ 953,100,000

Available Borrowings 388,600,000

Other working capital facilities

Line of Credit Facility [Line Items]

Borrowing Limit 28,100,000

Available Borrowings $ 12,500,000

Revolving Credit Facility | Unsecured Debt

Line of Credit Facility [Line Items]

Term 5 years 5 years

Interest Rate 5.55%

Borrowing Limit $ 900,000,000 $ 900,000,000.0 $ 1,100,000,000

Available Borrowings $ 360,200,000

Standby Letters of Credit

Line of Credit Facility [Line Items]

Term 364 days

Borrowing Limit $ 25,000,000.0

Available Borrowings $ 15,900,000

v3.22.4

Debt - Maturities of Long-Term Debt and Finance Lease Obligations (Detail) - USD ($)
$ in Millions

Dec. 30, 2022

Dec. 31, 2021

Debt Instrument [Line Items]

Less: Current portion $ (1.3) $ (1.3)

Totals, net of current portion of long-term debt and finance lease obligations 547.1 $ 527.7

Long-Term Debt

Debt Instrument [Line Items]

2023 32.6

2024 563.4

2025 0.0

2026 0.0

2027 0.0

Total 596.0

Less: Amounts representing interest (56.2)

Total long-term debt and finance lease obligations 539.8

Less: Current portion 0.0

Totals, net of current portion of long-term debt and finance lease obligations $ 539.8

Assumed variable interest rate 4.70%

v3.22.4

Earnings (Loss) Per Ordinary Share (Details) - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended 12 Months Ended

Dec. 30, 2022

Sep. 30, 2022

Jul. 01, 2022

Apr. 01, 2022

Dec. 31, 2021

Oct. 01, 2021

Jul. 02, 2021

Apr. 02, 2021

Dec. 30, 2022

Dec. 31, 2021

Jan. 01, 2021

Numerator:

Net income attributable to Fresh Del Monte Produce Inc. $ 18.3 $ 33.3 $ 21.2 $ 25.8 $ (11.2) $ 1.3 $ 47.2 $ 42.7 $ 98.6 $ 80.0 $ 49.2

Denominator:

Weighted average number of ordinary share - Basic (shares) 47,790,920 47,508,208 47,569,794

Effect of dilutive securities - share-based employee options and awards (shares) 152,544 193,189 90,806

Weighted average number of ordinary share - Diluted (shares) 47,943,464 47,701,397 47,660,600

Antidilutive Options and Awards (shares) 103,148 2,039 55,153

Net (loss) income per ordinary share attributable to Fresh Del Monte Produce Onc.:

Basic (usd per share) $ 0.38 $ 0.70 $ 0.44 $ 0.54 $ (0.24) $ 0.03 $ 0.99 $ 0.90 $ 2.06 $ 1.68 $ 1.03

Diluted (usd per share) $ 0.38 $ 0.69 $ 0.44 $ 0.54 $ (0.24) $ 0.03 $ 0.99 $ 0.90 $ 2.06 $ 1.68 $ 1.03

v3.22.4

Retirement and Other Employee Benefits - Roll Forward of AOCI Balances (Detail) - USD ($)
$ in Millions
12 Months Ended

Dec. 30, 2022

Dec. 31, 2021

(Decrease) Increase In Accumulated Other Comprehensive Income Loss Before Tax [Roll Forward]

Net gain (loss) during the year $ (3.1) $ (2.4)

Pension plans | Foreign Plan

(Decrease) Increase In Accumulated Other Comprehensive Income Loss Before Tax [Roll Forward]

Net gain (loss) during the year (1.8) (1.1)

Pension plans | United States

(Decrease) Increase In Accumulated Other Comprehensive Income Loss Before Tax [Roll Forward]

Accumulated other comprehensive (loss) gain at beginning of plan year (7.8) (9.6)

Amortization of net losses recognized during the year 0.5 0.5

Net gain (loss) during the year (0.2) 1.3

Currency exchange rate changes 0.0 0.0

Accumulated other comprehensive (loss) gain at end of plan year (7.5) (7.8)

Pension plans | United Kingdom

(Decrease) Increase In Accumulated Other Comprehensive Income Loss Before Tax [Roll Forward]

Accumulated other comprehensive (loss) gain at beginning of plan year 0.8 (7.4)

Amortization of net losses recognized during the year 0.1 0.1

Net gain (loss) during the year (9.1) 8.7

Currency exchange rate changes (0.2) (0.6)

Accumulated other comprehensive (loss) gain at end of plan year (8.4) 0.8

Post-retirement plans | Central America

(Decrease) Increase In Accumulated Other Comprehensive Income Loss Before Tax [Roll Forward]

Accumulated other comprehensive (loss) gain at beginning of plan year (1.0) (7.5)

Amortization of net losses recognized during the year 0.1 0.0

Net gain (loss) during the year 3.7 6.6

Currency exchange rate changes 0.0 (0.1)

Accumulated other comprehensive (loss) gain at end of plan year $ 2.8 $ (1.0)

v3.22.4

Retirement and Other Employee Benefits - Net Periodic Pension Cost of Defined Benefit Pension and Post-Retirement Benefit Plans (Detail) - USD ($)
$ in Millions
12 Months Ended

Dec. 30, 2022

Dec. 31, 2021

Jan. 01, 2021

Pension plans | United States

Defined Benefit Plan Disclosure [Line Items]

Service cost $ 0.0 $ 0.0 $ 0.0

Interest cost 0.4 0.3 0.5

Expected return on assets (0.8) (0.8) (1.0)

Net amortization 0.5 0.5 0.5

Net periodic cost (income) 0.1 0.0 0.0

Pension plans | United Kingdom

Defined Benefit Plan Disclosure [Line Items]

Service cost 0.0 0.0 0.0

Interest cost 1.0 1.0 1.1

Expected return on assets (1.8) (1.4) (1.5)

Net amortization 0.1 0.1 0.1

Net periodic cost (income) (0.7) (0.3) (0.3)

Post-retirement plans | Central America

Defined Benefit Plan Disclosure [Line Items]

Service cost 5.7 6.0 6.3

Interest cost 3.9 4.0 4.2

Expected return on assets 0.0 0.0 0.0

Net amortization 0.1 0.0 0.7

Net periodic cost (income) $ 9.7 $ 10.0 $ 11.2

v3.22.4

Retirement and Other Employee Benefits - Assumptions Used in the Calculation of Benefit Obligations and Net Periodic Pension Costs of U.S. and U.K. Defined Benefit Pension Plans and Central American Plans (Detail)
12 Months Ended

Dec. 30, 2022

Dec. 31, 2021

Jan. 01, 2021

Pension plans | United States

Defined Benefit Plan Disclosure [Line Items]

Weighted average discount rate 5.15% 2.65% 2.15%

Rate of increase in compensation levels 0.00% 0.00% 0.00%

Weighted average discount rate 2.65% 2.15% 3.00%

Rate of increase in compensation levels 0.00% 0.00% 0.00%

Expected long-term rate of return on assets 6.50% 6.50% 7.50%

Pension plans | United Kingdom

Defined Benefit Plan Disclosure [Line Items]

Weighted average discount rate 5.00% 1.80% 1.40%

Rate of increase in compensation levels 0.00% 0.00% 0.00%

Weighted average discount rate 1.80% 1.40% 2.00%

Rate of increase in compensation levels 0.00% 0.00% 0.00%

Expected long-term rate of return on assets 2.77% 1.98% 2.58%

Post-retirement plans | Central America

Defined Benefit Plan Disclosure [Line Items]

Weighted average discount rate 8.26% 6.39% 7.98%

Rate of increase in compensation levels 4.80% 4.82% 4.74%

Weighted average discount rate 6.39% 6.34% 6.27%

Rate of increase in compensation levels 4.69% 4.70% 4.74%

Expected long-term rate of return on assets 0.00% 0.00% 0.00%

v3.22.4

Retirement and Other Employee Benefits - Expected Benefit Payments (Detail)
$ in Millions

Dec. 30, 2022

USD ($)

Central America

Expected benefit payments for:

Next 5 years $ 0.4

Pension plans | United States

Expected benefit payments for:

2022 1.2

2023 1.1

2024 1.1

2025 1.0

2026 1.0

Next 5 years 4.3

Expected benefit payments over the next 10 years 9.7

Pension plans | United Kingdom

Expected benefit payments for:

2022 2.0

2023 2.4

2024 2.2

2025 2.0

2026 2.1

Next 5 years 11.3

Expected benefit payments over the next 10 years 22.0

Post-retirement plans | Central America

Expected benefit payments for:

2022 10.2

2023 8.9

2024 9.0

2025 8.0

2026 8.0

Next 5 years 39.9

Expected benefit payments over the next 10 years $ 84.0

v3.22.4

Share-Based Compensation - Expense Included in Selling, General and Administrative Expenses Related to Stock Options and Restricted Stock Awards (Detail) - Selling, General and Administrative Expenses - USD ($)
$ in Millions
12 Months Ended

Dec. 30, 2022

Dec. 31, 2021

Jan. 01, 2021

Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]

Stock-based compensation expense $ 6.9 $ 7.6 $ 7.5

RSUs/PSUs

Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]

Stock-based compensation expense 6.9 7.6 7.2

RSAs

Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]

Stock-based compensation expense $ 0.0 $ 0.0 $ 0.3

v3.22.4

Share-Based Compensation - RSU and PSU Activity (Details) - $ / shares
12 Months Ended

Dec. 30, 2022

Dec. 31, 2021

Jan. 01, 2021

Dec. 27, 2019

RSAs

Number of Shares

RSUs/PSUs outstanding at beginning of period (shares) 455,233 276,790 242,187

Granted (shares) 153,944 333,785 200,710

Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price $ 28.76 $ 35.30 $ 40.19

Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period 212,464 129,194 140,916

Canceled (shares) (36,616) (26,148) (25,191)

RSUs/PSUs outstanding at end of period (shares) 360,097 455,233 276,790 242,187

Weighted Average Grant Date Fair Value

Granted (usd per share) $ 24.28 $ 26.25 $ 29.40

Canceled (usd per share) 26.14 27.01 33.78

Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value $ 25.68 $ 27.63 $ 32.89 $ 40.13

PUs

Number of Shares

RSUs/PSUs outstanding at beginning of period (shares) 174,220 120,039 119,729

Granted (shares) 152,211 123,158 89,543

Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price $ 27.38 $ 28.23 $ 42.33

Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period 67,599 48,191 63,303

Canceled (shares) (43,289) (20,786) (25,930)

RSUs/PSUs outstanding at end of period (shares) 215,543 174,220 120,039 119,729

Weighted Average Grant Date Fair Value

Granted (usd per share) $ 28.92 $ 26.02 $ 28.42

Canceled (usd per share) 26.85 25.14 31.69

Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value $ 28.18 $ 26.89 $ 28.42 $ 36.52

v3.22.4

Share-Based Compensation - Narrative (Details)
$ / shares in Units, $ in Millions
12 Months Ended

Dec. 30, 2022

USD ($)

installment

$ / shares

shares

Dec. 31, 2021

$ / shares

shares

Jan. 01, 2021

$ / shares

shares

Dec. 27, 2019

shares

Apr. 30, 2014

shares

RSUs/PSUs

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Total remaining unrecognized compensation cost related to non-vested stock options | $ $ 8.6

Compensation cost not yet recognized, period for recognition 1 year 6 months

PUs

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Number of shares awarded (shares) 152,211 123,158 89,543

Price per share (usd per share) | $ / shares $ 28.92 $ 26.02 $ 28.42

RSUs/PSUs outstanding (shares) 215,543 174,220 120,039 119,729

Number of vesting installments | installment 3

Restricted Stock

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Number of shares awarded (shares) 153,944 333,785 200,710

Price per share (usd per share) | $ / shares $ 24.28 $ 26.25 $ 29.40

RSUs/PSUs outstanding (shares) 360,097 455,233 276,790 242,187

Maximum | Restricted Stock Units (RSUs)

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Percent of award units granted, range 100.00%

Minimum | Restricted Stock Units (RSUs)

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Percent of award units granted, range 0.00%

2014 Omnibus Share Incentive Plan

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Maximum number of ordinary shares that may be covered by awards (shares) 2,800,000 220,000

Number of shares issued per RSU/PSU (in shares) 1

2014 Omnibus Share Incentive Plan | Restricted Stock Units (RSUs)

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Award vesting rights percentage 20.00%

Percentage of awards that vest immediately 2000.00%

2011 Omnibus Share Incentive Plan | Stock options

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Award vesting period 4 years

v3.22.4

Commitments and Contingencies (Detail) - USD ($)
$ in Millions
12 Months Ended

Dec. 30, 2022

Dec. 31, 2021

Jan. 01, 2021

Commitments and Contingencies Disclosure [Line Items]

Total purchases under agreements to purchase certain products of our independent growers $ 625.9 $ 683.2 $ 744.9

Kunia Well Site cleanup operation, accrual expected to be paid in the second year 0.6

Kunia Well Site cleanup operation, accrual expected to be paid in the third year 0.5

Kunia Well Site cleanup operation, accrual expected to be paid in the fourth year 0.4

Accrual for Environmental Loss Contingency, Undiscounted, to be Paid, Year Five 0.1

Kunia Well Site

Commitments and Contingencies Disclosure [Line Items]

Kunia Well Site cleanup operation, estimated remediation costs associated with the cleanup 2.5

Kunia Well Site

Commitments and Contingencies Disclosure [Line Items]

Kunia Well Site cleanup operation, estimated remediation costs associated with the cleanup 0.3

Kunia Well Site cleanup operation, accrual expected to be paid in the next 12 months 0.3

Kunia Well Site | Minimum

Commitments and Contingencies Disclosure [Line Items]

Kunia Well Site cleanup operation, undiscounted estimated remediation costs associated with the cleanup $ 2.8

Other noncurrent liabilities

Commitments and Contingencies Disclosure [Line Items]

Environmental Loss Contingency, Statement of Financial Position [Extensible Enumeration] Other noncurrent liabilities

Accounts payable and accrued expenses

Commitments and Contingencies Disclosure [Line Items]

Environmental Loss Contingency, Statement of Financial Position [Extensible Enumeration] Accounts payable and accrued expenses

v3.22.4

Derivative Financial Instruments - Narrative (Detail) - USD ($)
12 Months Ended

Dec. 30, 2022

Dec. 31, 2021

Derivative [Line Items]

Derivative, net liability position $ 6,700,000

Derivative, collateral posted 0

Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months 1,000,000

Prepaid expenses and other current assets

Derivative [Line Items]

Foreign currency forward contracts, liabilities 0 $ 500,000

Interest Rate Contract

Derivative [Line Items]

Notional amount 400,000,000

2024 | Interest Rate Contract

Derivative [Line Items]

Notional amount 200,000,000

2028 | Interest Rate Contract

Derivative [Line Items]

Notional amount 200,000,000

Significant Observable Inputs (Level 2) | Fair Value Measurements, Recurring Basis

Derivative [Line Items]

Foreign currency forward contracts, liabilities $ (6,700,000) $ (13,700,000)

v3.22.4

Derivative Financial Instruments - Outstanding Foreign Currency Forward Contracts that were Entered into to Hedge Forecasted Cash Flows (Detail)
€ in Millions, ₩ in Millions, ¥ in Millions, £ in Millions, Ksh in Millions, $ in Millions, $ in Millions
12 Months Ended

Dec. 30, 2022

USD ($)

Dec. 31, 2021

USD ($)

Jan. 01, 2021

USD ($)

Dec. 30, 2022

GBP (£)

Dec. 30, 2022

CLP ($)

Dec. 30, 2022

EUR (€)

Dec. 30, 2022

JPY (¥)

Dec. 30, 2022

KRW (₩)

Dec. 30, 2022

KES (Ksh)

Derivative [Line Items]

Other expense, net $ (14.8) $ (9.4) $ (4.5)

Foreign Exchange Contract

Derivative [Line Items]

Derivative, Notional Amount £ 11.0 $ 20,287.1 € 42.2 ¥ 2,500.8 ₩ 18,750.0 Ksh 46.6

v3.22.4

Derivative Financial Instruments - Fair Values of Derivative Instruments (Detail) - USD ($)
$ in Millions
12 Months Ended

Dec. 30, 2022

Dec. 31, 2021

Derivatives, Fair Value [Line Items]

Total $ 15.8 $ 0.5

Foreign currency forward contracts, liability 6.7 14.2

Interest rate swaps, liability 0.0 29.4

Total 6.7 43.6

Cash flow hedge gain (loss) to be reclassified during next 7 years $ 7.2

Reclassification period 5 years

Foreign Currency Cash Flow Hedge Asset at Fair Value $ 0.0 0.5

Interest Rate Cash Flow Hedge Asset at Fair Value 15.8 0.0

Prepaid expenses and other current assets

Derivatives, Fair Value [Line Items]

Foreign currency forward contracts, assets 0.0 0.5

Total 0.0 0.5

Interest Rate Cash Flow Hedge Asset at Fair Value 0.0 0.0

Accounts payable and accrued expenses

Derivatives, Fair Value [Line Items]

Foreign currency forward contracts, liability 6.5 8.1

Interest rate swaps, liability 0.0 0.0

Total 6.5 8.1

Other noncurrent liabilities

Derivatives, Fair Value [Line Items]

Foreign currency forward contracts, liability 0.2 6.1

Interest rate swaps, liability 0.0 29.4

Total 0.2 35.5

Other noncurrent assets

Derivatives, Fair Value [Line Items]

Foreign currency forward contracts, assets 0.0 0.0

Total 15.8 0.0

Interest Rate Cash Flow Hedge Asset at Fair Value $ 15.8 $ 0.0

v3.22.4

Derivative Financial Instruments - Effect of Derivative Instruments on the Consolidated Statements of Income (Detail) - USD ($)
$ in Millions
12 Months Ended

Dec. 30, 2022

Dec. 31, 2021

Derivative Instruments, Gain (Loss) [Line Items]

Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax $ 46.9 $ 8.7

Foreign Exchange Contract | Net sales

Derivative Instruments, Gain (Loss) [Line Items]

Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax 7.5 (8.1)

Interest rate swaps, net of tax | Interest Expense

Derivative Instruments, Gain (Loss) [Line Items]

Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax 39.4 18.5

Price Risk Derivative | Cost of products sold

Derivative Instruments, Gain (Loss) [Line Items]

Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax $ 0.0 $ (1.7)

v3.22.4

Fair Value Measurements - Fair Values of Assets and Liabilities Measured on a Recurring Basis (Detail) - Fair Value Measurements, Recurring Basis - USD ($)
$ in Millions

Dec. 30, 2022

Dec. 31, 2021

Quoted Prices in Active Markets for Identical Assets (Level 1)

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Foreign currency cash flow hedge derivative at fair value, net $ 0.0 $ 0.0

Interest rate contracts, net asset (liability) 0.0 0.0

Significant Observable Inputs (Level 2)

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Foreign currency cash flow hedge derivative at fair value, net (6.7) (13.7)

Interest rate contracts, net asset (liability) 15.8 (29.4)

Significant Unobservable Inputs (Level 3)

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Foreign currency cash flow hedge derivative at fair value, net 0.0 0.0

Interest rate contracts, net asset (liability) $ 0.0 $ 0.0

v3.22.4

Related Party Transactions (Detail)
$ in Millions
12 Months Ended

Dec. 30, 2022

USD ($)

subsidiary

Dec. 31, 2021

USD ($)

Jan. 01, 2021

USD ($)

Related Party Transaction [Line Items]

Receivables from related parties $ 1.6 $ 1.0

Payables to related parties 15.3 18.3

Distributions to noncontrolling interests 0.9 6.5 $ 6.9

Due to related party 2.0 2.6

Purchases from unconsolidated companies 109.4 119.6 130.3

Related Party Costs 1.2 1.2

Revenue from related parties 1.0 0.9

Mann Packing

Related Party Transaction [Line Items]

Related party expenses 7.7

Mann Packing | Assets

Related Party Transaction [Line Items]

Related party expenses 5.9

Mann Packing | Liability

Related Party Transaction [Line Items]

Related party expenses 6.2

Chairman and Chief Executive Officer

Related Party Transaction [Line Items]

Related party expenses $ 2.5 2.4 1.3

Affiliated Entity | Mann Packing

Related Party Transaction [Line Items]

Number of subsidiaries | subsidiary 1

Payables to related parties $ 14.7 17.6

Related party expenses $ 107.1 $ 117.4 $ 125.0

v3.22.4

Unaudited Quarterly Financial Information (Details) - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended 12 Months Ended

Dec. 09, 2022

Sep. 09, 2022

Jun. 10, 2022

Apr. 01, 2022

Dec. 10, 2021

Sep. 10, 2021

Jun. 11, 2021

Apr. 02, 2021

Dec. 30, 2022

Sep. 30, 2022

Jul. 01, 2022

Apr. 01, 2022

Dec. 31, 2021

Oct. 01, 2021

Jul. 02, 2021

Apr. 02, 2021

Dec. 30, 2022

Dec. 31, 2021

Jan. 01, 2021

Quarterly Financial Data [Abstract]

Net sales $ 1,040.0 $ 1,053.5 $ 1,211.9 $ 1,136.9 $ 1,017.3 $ 1,004.8 $ 1,141.6 $ 1,088.3 $ 4,442.3 $ 4,252.0 $ 4,202.3

Gross profit 81.7 88.0 80.7 89.8 39.8 48.9 110.0 105.0 340.2 303.8 250.9

Net Income (Loss), Including Portion Attributable to Noncontrolling Interest 19.4 32.6 21.1 24.7 (10.7) 1.5 47.7 41.4 97.7 79.9 46.3

Net Income (Loss) Attributable to Parent $ 18.3 $ 33.3 $ 21.2 $ 25.8 $ (11.2) $ 1.3 $ 47.2 $ 42.7 $ 98.6 $ 80.0 $ 49.2

Net income per ordinary share attributable to Fresh Del Monte Produce Inc. - Basic $ 0.38 $ 0.70 $ 0.44 $ 0.54 $ (0.24) $ 0.03 $ 0.99 $ 0.90 $ 2.06 $ 1.68 $ 1.03

Net income per ordinary share attributable to Fresh Del Monte Produce Inc. - Diluted 0.38 0.69 0.44 0.54 (0.24) 0.03 0.99 0.90 2.06 1.68 1.03

Dividends declared per ordinary share (usd per share) $ 0.15 $ 0.15 $ 0.15 $ 0.15 $ 0.15 $ 0.15 $ 0.10 $ 0.10 $ 0.15 $ 0.15 $ 0.15 $ 0.15 $ 0.15 $ 0.15 $ 0.10 $ 0.10 $ 0.60 $ 0.50 $ 0.30

v3.22.4

Business Segment Data - Narrative (Detail) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended

Dec. 30, 2022

Sep. 30, 2022

Jul. 01, 2022

Apr. 01, 2022

Dec. 31, 2021

Oct. 01, 2021

Jul. 02, 2021

Apr. 02, 2021

Dec. 30, 2022

Dec. 31, 2021

Jan. 01, 2021

Segment Reporting Information [Line Items]

Gross Profit $ 81.7 $ 88.0 $ 80.7 $ 89.8 $ 39.8 $ 48.9 $ 110.0 $ 105.0 $ 340.2 $ 303.8 $ 250.9

Banana

Segment Reporting Information [Line Items]

Gross Profit 120.7 110.9 85.6

Other fresh produce

Segment Reporting Information [Line Items]

Gross Profit $ 183.0 $ 180.2 $ 159.1

Geographic Concentration Risk | Net sales | Walmart

Segment Reporting Information [Line Items]

Percentage of Net Sales 8.00% 7.00% 9.00%

Geographic Concentration Risk | Net sales | Top Ten Customers

Segment Reporting Information [Line Items]

Percentage of Net Sales 29.00% 30.00% 33.00%

Geographic Concentration Risk | Net sales | United States

Segment Reporting Information [Line Items]

Percentage of Net Sales 61.00% 60.00% 62.00%

Geographic Concentration Risk | Property, Plant and Equipment | Costa Rica

Segment Reporting Information [Line Items]

Percentage of Net Sales 35.00%

v3.22.4

Business Segment Data - Quarterly Financial Information (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended

Dec. 30, 2022

Sep. 30, 2022

Jul. 01, 2022

Apr. 01, 2022

Dec. 31, 2021

Oct. 01, 2021

Jul. 02, 2021

Apr. 02, 2021

Dec. 30, 2022

Dec. 31, 2021

Jan. 01, 2021

Segment Reporting Information [Line Items]

Net sales $ 1,040.0 $ 1,053.5 $ 1,211.9 $ 1,136.9 $ 1,017.3 $ 1,004.8 $ 1,141.6 $ 1,088.3 $ 4,442.3 $ 4,252.0 $ 4,202.3

Gross Profit $ 81.7 $ 88.0 $ 80.7 $ 89.8 $ 39.8 $ 48.9 $ 110.0 $ 105.0 340.2 303.8 250.9

Fresh and Value-Added Products

Segment Reporting Information [Line Items]

Net sales 2,581.8 2,504.8 2,484.1

Gross Profit 183.0 180.2 159.1

Totals

Segment Reporting Information [Line Items]

Net sales 240.7 166.1 115.6

Gross Profit 36.5 12.7 6.2

North America

Segment Reporting Information [Line Items]

Net sales $ 2,721.3 $ 2,570.2 $ 2,601.7

v3.22.4

Shareholders' Equity (Detail) - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended 12 Months Ended

Feb. 21, 2023

Dec. 09, 2022

Sep. 09, 2022

Jun. 10, 2022

Apr. 01, 2022

Dec. 10, 2021

Sep. 10, 2021

Jun. 11, 2021

Apr. 02, 2021

Dec. 30, 2022

Sep. 30, 2022

Jul. 01, 2022

Apr. 01, 2022

Dec. 31, 2021

Oct. 01, 2021

Jul. 02, 2021

Apr. 02, 2021

Dec. 30, 2022

Dec. 31, 2021

Jan. 01, 2021

Subsequent Event [Line Items]

Preferred shares, shares authorized (shares) 50,000,000 50,000,000 50,000,000 50,000,000

Preferred shares, par value (usd per share) $ 0.01 $ 0.01 $ 0.01 $ 0.01

Preferred shares, issued (shares) 0 0 0 0

Ordinary shares, authorized (shares) 200,000,000 200,000,000 200,000,000 200,000,000

Ordinary shares, par value (usd per share) $ 0.01 $ 0.01 $ 0.01 $ 0.01

Ordinary shares, issued (shares) 47,838,680 47,554,695 47,838,680 47,554,695

Ordinary shares, outstanding (shares) 47,838,680 47,554,695 47,838,680 47,554,695

Dividends:

Dividends declared per ordinary share (usd per share) $ 0.15 $ 0.15 $ 0.15 $ 0.15 $ 0.15 $ 0.15 $ 0.10 $ 0.10 $ 0.15 $ 0.15 $ 0.15 $ 0.15 $ 0.15 $ 0.15 $ 0.10 $ 0.10 $ 0.60 $ 0.50 $ 0.30

Payments of dividends, common stock $ 28.7 $ 23.7 $ 14.3

Subsequent Event

Dividends:

Dividends declared per ordinary share (usd per share) $ 0.15

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Cover Page Cover Page - USD ($)	12 Months Ended
Cover Page Cover Page - USD ($)	Dec. 30, 2022	Feb. 10, 2023	Jul. 01, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 30, 2022
Document Transition Report	false
Entity File Number	333-07708
Entity Registrant Name	FRESH DEL MONTE PRODUCE INC
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	c/o H&C Corporate Services Limited
Entity Address, Address Line Two	P.O. Box 698, 4th Floor, Apollo House, 87 Mary Street
Entity Address, City or Town	George Town,
Entity Address, Postal Zip Code	KY1-1107
Entity Address, Country	KY
City Area Code	305
Local Phone Number	520-8400
Title of 12(b) Security	Ordinary Shares, Par Value $0.01 Per Share
Trading Symbol	FDP
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 1,031,180,395
Share Price			$ 30.41
Entity Common Stock, Shares Outstanding		47,838,680
Documents Incorporated by Reference	Portions of the Registrant’s definitive Proxy Statement for the 2023 Annual General Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year are incorporated by reference in Part III of this report.
Entity Central Index Key	0001047340
Current Fiscal Year End Date	--12-30
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
ICFR Auditor Attestation Flag	true

Audit Information	12 Months Ended
Audit Information	Dec. 30, 2022
Audit Information [Abstract]
Auditor Name	Ernst & Young LLP
Auditor Location	Miami, Florida
Auditor Firm ID	42

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Dec. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 17.2	$ 16.1
Trade accounts receivable, net of allowance of $21.6 and $21.8, respectively	373.5	342.9
Other accounts receivable, net of allowance of $5.7 and $3.8, respectively	91.0	94.4
Inventories, net	669.0	602.8
Assets held for sale	67.3	16.2
Prepaid expenses and other current assets	23.4	24.0
Total current assets	1,241.4	1,096.4
Investments in and advances to unconsolidated companies	18.0	8.7
Property, plant and equipment, net	1,309.5	1,415.8
Operating lease right-of-use assets	213.8	199.0
Goodwill	422.9	423.7
Intangible assets, net	135.0	142.8
Deferred income taxes	47.4	53.8
Other noncurrent assets	70.9	57.9
Total assets	3,458.9	3,398.1
Current liabilities:
Accounts payable and accrued expenses	549.9	580.1
Current maturities of debt and finance leases	1.3	1.3
Current maturities of operating leases	41.6	37.0
Income taxes and other taxes payable	14.2	10.8
Total current liabilities	607.0	629.2
Long-term debt and finance leases	547.1	527.7
Operating leases, less current maturities	147.3	136.0
Retirement benefits	82.4	90.0
Other noncurrent liabilities	28.5	72.1
Deferred income taxes	71.6	69.6
Total liabilities	1,483.9	1,524.6
Commitments and contingencies (See note 15)
Redeemable noncontrolling interest	49.4	49.5
Shareholders' equity:
Preferred shares, $0.01 par value; $50,000,000 shares authorized; none issued or outstanding	0.0	0.0
Ordinary shares, $0.01 par value; 200,000,000 shares authorized; 47,838,680 and 47,554,695 issued and outstanding, respectively	0.5	0.5
Paid-in capital	548.1	541.0
Retained earnings	1,397.6	1,327.7
Accumulated other comprehensive loss	(41.5)	(66.9)
Total Fresh Del Monte Produce Inc. shareholders' equity	1,904.7	1,802.3
Noncontrolling interests	20.9	21.7
Total shareholders' equity	1,925.6	1,824.0
Total liabilities, redeemable noncontrolling interest and shareholders' equity	$ 3,458.9	$ 3,398.1

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Dec. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accounts Receivable, Allowance for Credit Loss, Current	$ 21.6	$ 21.8
Other accounts receivable, net of allowance of $5.7 and $3.8, respectively	$ 5.7	$ 3.8
Stockholders' Equity, Number of Shares, Par Value and Other Disclosures [Abstract]
Ordinary shares, par value (usd per share)	$ 0.01	$ 0.01
Ordinary shares, authorized (shares)	200,000,000	200,000,000
Ordinary shares, issued (shares)	47,838,680	47,554,695
Ordinary shares, outstanding (shares)	47,838,680	47,554,695
Preferred shares, par value (usd per share)	$ 0.01	$ 0.01
Preferred shares, shares authorized (shares)	50,000,000	50,000,000
Preferred shares, issued (shares)	0	0
Preferred Stock, Shares Outstanding	0	0

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions	12 Months Ended
	Dec. 30, 2022	Dec. 31, 2021	Jan. 01, 2021
Income Statement [Abstract]
Net sales	$ 4,442.3	$ 4,252.0	$ 4,202.3
Cost of products sold	4,102.1	3,948.2	3,951.4
Gross profit	340.2	303.8	250.9
Selling, general and administrative expenses	186.8	192.9	196.2
(Loss) gain on disposal of property, plant and equipment, net	(1.9)	4.6	22.2
Goodwill and trademarks impairment charges	0.0
Asset impairment and other (credits) charges, net	(4.8)	4.5	0.4
Operating income	156.3	111.0	76.5
Interest expense	24.4	20.3	21.4
Interest income	0.7	0.6	0.7
Other expense, net	14.8	9.4	4.5
Income before income taxes	117.8	81.9	51.3
Income tax provision	20.1	2.0	5.0
Net income	97.7	79.9	46.3
Less: Net loss attributable to redeemable and noncontrolling interests	(0.9)	(0.1)	(2.9)
Net income attributable to Fresh Del Monte Produce Inc.	$ 98.6	$ 80.0	$ 49.2
Net income per ordinary share attributable to Fresh Del Monte Produce Inc. - Basic	$ 2.06	$ 1.68	$ 1.03
Net income per ordinary share attributable to Fresh Del Monte Produce Inc. - Diluted	2.06	1.68	1.03
Dividends declared per ordinary share (usd per share)	$ 0.60	$ 0.50	$ 0.30
Weighted average number of ordinary shares:
Basic (in shares)	47,790,920	47,508,208	47,569,794
Diluted (in shares)	47,943,464	47,701,397	47,660,600

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND REDEEMABLE NONCONTROLLING INTERST - USD ($) $ in Millions	Total	Total Shareholders' Equity	Total Shareholders' Equity Cumulative Effect, Period of Adoption, Adjustment [Member]	Fresh Del Monte Produce Inc. Shareholders' Equity	Fresh Del Monte Produce Inc. Shareholders' Equity Cumulative Effect, Period of Adoption, Adjustment [Member]	Ordinary Shares	Paid-in Capital	Paid-in Capital Cumulative Effect, Period of Adoption, Adjustment [Member]	Retained Earnings	Retained Earnings Cumulative Effect, Period of Adoption, Adjustment [Member]	Accumulated Other Comprehensive Loss	Noncontrolling Interests	Redeemable Noncontrolling Interest Noncontrolling Interests
Balance, shares (shares) at Dec. 27, 2019						48,014,628
Balance, value at Dec. 27, 2019		$ 1,743.7	$ (1.2)	$ 1,719.2	$ (1.2)	$ 0.5	$ 531.4	$ 0.0	$ 1,252.7	$ (1.2)	$ (65.4)	$ 24.5	$ 55.3
Issuance of restricted stock awards (shares)						7,609
Settlement of restricted stock awards		0.0
Issuance of restricted stock units (shares)						191,417
Settlement of restricted stock units		0.0					0.0		0.0
Share-based payment expense		7.5		7.5			7.5
Distribution to noncontrolling interests		0.0		0.0			0.0					0.0	(5.0)
Repurchase and retirement of ordinary shares (shares)						(841,235)
Repurchase and retirement of ordinary shares		(20.8)		(20.8)			(6.2)		(14.6)
Dividend declared		(14.3)		(14.3)			0.4		(14.7)			0.0
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest												(2.8)
Comprehensive income:
Net income	$ 46.3	46.4		49.2					49.2				(0.1)
Unrealized gain (loss) on derivatives, net of tax	(24.1)	(24.1)		(24.1)							(24.1)
Net unrealized foreign currency translation (loss) gain		12.5		12.5							12.5
Comprehensive income (loss)	34.7	34.8		37.6								(2.8)	(0.1)
Balance, shares (shares) at Jan. 01, 2021						47,372,419
Balance, value at Jan. 01, 2021		1,749.7		1,728.0		$ 0.5	533.1		1,271.4		(77.0)	21.7	50.2
Exercises of stock options (shares)						4,000
Exercises of stock options		0.1		0.1			0.1
Issuance of restricted stock units (shares)						178,276
Settlement of restricted stock units		0.0
Share-based payment expense		7.6		7.6			7.6
Distribution to noncontrolling interests		(0.4)		0.0			0.0					(0.4)	(0.2)
Dividend declared		(23.5)		(23.5)			0.2		(23.7)
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest												0.4
Comprehensive income:
Net income	79.9	80.4		80.0					80.0				(0.5)
Unrealized gain (loss) on derivatives, net of tax	8.7	8.7		8.7							8.7
Net unrealized foreign currency translation (loss) gain		(14.1)		(14.1)							(14.1)
Change in retirement benefit adjustment, net of tax		15.5		15.5							15.5
Comprehensive income (loss)	$ 90.0	90.5		90.1								0.4	(0.5)
Balance, shares (shares) at Dec. 31, 2021	47,554,695					47,554,695
Balance, value at Dec. 31, 2021	$ 1,824.0	1,824.0		1,802.3		$ 0.5	541.0		1,327.7		(66.9)	21.7	49.5
Exercises of stock options (shares)						7,000
Exercises of stock options		0.2		0.2			0.2
Issuance of restricted stock units (shares)						276,985
Settlement of restricted stock units		0.0
Share-based payment expense		6.9		6.9			6.9
Disposal of noncontrolling interests		0.3										0.3
Distribution to noncontrolling interests		(0.3)		0.0			0.0					(0.3)	0.0
Dividend declared		(28.7)		(28.7)			0.0		(28.7)
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest												(0.8)
Comprehensive income:
Net income	97.7	97.8		98.6					98.6				(0.1)
Unrealized gain (loss) on derivatives, net of tax	46.9	46.9		46.9							46.9
Net unrealized foreign currency translation (loss) gain		(18.6)		(18.6)							(18.6)
Change in retirement benefit adjustment, net of tax		(2.9)		(2.9)							(2.9)
Comprehensive income (loss)	$ 123.1	123.2		124.0								(0.8)	(0.1)
Balance, shares (shares) at Dec. 30, 2022	47,838,680					47,838,680
Balance, value at Dec. 30, 2022	$ 1,925.6	$ 1,925.6		$ 1,904.7		$ 0.5	$ 548.1		$ 1,397.6		$ (41.5)	$ 20.9	$ 49.4

General	12 Months Ended
General	Dec. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
General	General Reference in this Report to “Fresh Del Monte,” “we,” “our” and “us” and the “Company” refer to Fresh Del Monte Produce Inc. and its subsidiaries, unless the context indicates otherwise. Nature of Business 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 producing operations are located in North, Central and South America, Asia and Africa. Our products are sourced from our company-controlled operations and through supply contracts with independent growers. 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 (which includes fresh-cut salads), melons, vegetables, non-tropical fruit (which includes grapes, apples, citrus, blueberries, strawberries, pears, peaches, plums, nectarines, cherries and kiwis), other fruit and vegetables, avocados, and prepared foods (which includes prepared fruit and vegetables, juices, other beverages, and meals and snacks). •Banana •Other products and services - includes our third-party freight and logistic services business and our Jordanian poultry and meats business. Fiscal Year Our fiscal year end is the last Friday of the calendar year or the first Friday subsequent to the end of the calendar year, whichever is closest to the end of the calendar year. Fiscal year 2022 had 52 weeks and ended on December 30, 2022. Fiscal year 2021 had 52 weeks and ended on December 31, 2021. Fiscal year 2020 had 53 weeks and ended on January 1, 2021. Basis of Presentation The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The preparation of our Consolidated Financial Statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in our Consolidated Financial Statements and accompanying notes. Actual results could differ from these estimates. Our Consolidated Financial Statements include the accounts of our majority owned subsidiaries, which we control due to ownership of a majority voting interest. Additionally, we consolidate variable interest entities (“VIEs”) when we have variable interests and are the primary beneficiary. All intercompany accounts and transactions are eliminated in consolidation. We are required to evaluate events occurring after December 30, 2022, our fiscal year end, for recognition and disclosure in the Consolidated Financial Statements for the year ended fiscal 2022. Events are evaluated based on whether they represent information existing as of December 30, 2022, which require recognition in the Consolidated Financial Statements, or new events occurring after December 30, 2022, which do not require recognition but require disclosure if the event is significant to the Consolidated Financial Statements. We evaluated events occurring subsequent to December 30, 2022 through the date of issuance of these Consolidated Financial Statements.

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Commitments We have agreements to purchase the entire or partial production of certain products of our independent growers primarily in Guatemala, Ecuador, Philippines, Costa Rica, Colombia, and United Kingdom that meet our quality standards. Total purchases under these agreements amounted to $625.9 million for 2022, $683.2 million for 2021 and $744.9 million for 2020. Refer to Note 10. “Leases”, for further a discussion concerning our lease commitments. Kunia Well Site In 1980, elevated levels of certain chemicals were detected in the soil and ground-water at a plantation leased by one of our U.S. subsidiaries in Honolulu, Hawaii (the “Kunia Well Site”). In 2005, our subsidiary signed a Consent Decree (“Consent Decree”) with the Environmental Protection Agency (“EPA”) for the performance of the clean-up work for the Kunia Well Site. Based on findings from remedial investigations, our subsidiary coordinated with the EPA to evaluate the clean-up work required in accordance with the Consent Decree. On July 25, 2022, an Explanation of Significant Differences (ESD) for the Kunia Well Site was filed by the EPA, which formally transitioned the remedy for the Kunia Well Site to a Monitored Natural Attenuation (MNA), thereby reducing our potential liability. In connection with the above decision, we recorded a $9.9 million reduction in our liability during the year ended December 30, 2022, presented in asset impairment and other (credits) charges, net in our Consolidated Statements of Operations, to reflect the decrease in estimated costs associated with the clean-up. The revised estimate associated with the clean-up costs, and on which our accrual is based, is $2.8 million. As of December 30, 2022, $2.5 million was included in other noncurrent liabilities, and $0.3 million was included in accounts payable and accrued expenses in the Consolidated Balance Sheets for the Kunia Well Site clean-up. We expect to expend approximately $0.3 million in 2023, $0.6 million in 2024, $0.5 million in 2025, $0.4 million in 2026, and $0.1 million in 2027. Additional Information In addition to the foregoing, we are involved from time to time in various claims and legal actions incident to our operations, both as plaintiff and defendant. In the opinion of management, after consulting with legal counsel, none of these other claims is currently expected to have a material adverse effect on the results of operations, financial position or our cash flows. We intend to vigorously defend ourselves in all of the above matters.

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Advances and receivables due from related parties were $1.6 million in 2022 and $1.0 million in 2021. Payables to related parties were $15.3 million in 2022 and $18.3 million in 2021, of which one Mann Packing grower had $14.7 million in accounts payable and accrued expenses in 2022 and $17.6 million in 2021. We incurred expenses of approximately $2.5 million in 2022, $2.4 million in 2021 and $1.3 million in 2020 for chartered air transportation services from an aircraft management company in which our Chairman and Chief Executive Officer has an ownership interest. Other purchases from related parties were $109.4 million in 2022 compared to $119.6 million in 2021 and $130.3 million in 2020, of which $107.1 million for 2022, $117.4 million for 2021 and $125.0 million for 2020 were related to one Mann Packing grower. Related party leases include a building and land in North America. The expenses incurred were $1.2 million for 2022 and $1.2 million for 2021. The right-of-use asset and liabilities were $5.9 million and $6.2 million, respectively, in 2022 and $7.7 million in 2021, which primarily relates to one Mann Packing grower. Sales to related parties amounted to $1.0 million in 2022 and $0.9 million in 2021. Cash distributions to noncontrolling interests were $0.9 million in 2022 and $6.5 million in 2021. We have reflected the cash distributions to noncontrolling interests under financing activities in our Consolidated Statements of Cash Flows. We have $2.0 million as of December 30, 2022 and $2.6 million as of December 31, 2021 in other noncurrent liabilities in our Consolidated Balance Sheets related to one of our noncontrolling interests.

General (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
General (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 30, 2022	Dec. 31, 2021	Jan. 01, 2021
Schedule of Asset Impairment and Other Charges [Line Items]
Asset impairment charges		$ 3.5	$ 3.8	$ 11.8
Restructuring Charges			0.7	(11.4)
Restructuring, Settlement and Impairment Provisions		$ (4.8)	4.5	$ 0.4
Asia Pacific \| Exit Activities of Low-yield Areas [Member] \| Banana
Schedule of Asset Impairment and Other Charges [Line Items]
Asset impairment charges			3.3
Restructuring Charges			1.4
Restructuring, Settlement and Impairment Provisions	$ 4.7		$ 4.7

Summary of Significant Accounting Policies - Schedule of Inventory (Details) - USD ($) $ in Millions	Dec. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Finished goods	$ 205.8	$ 197.9
Raw materials and packaging supplies	233.2	203.2
Growing crops	230.0	201.7
Total inventories	$ 669.0	$ 602.8

Property, Plant and Equipment, Net (Details) - USD ($) $ in Millions	Dec. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 2,382.1	$ 2,464.3
Less: accumulated depreciation and amortization	(1,072.6)	(1,048.5)
Property, plant and equipment, net	1,309.5	1,415.8
Land and land improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	704.3	711.9
Buildings and leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	607.4	657.6
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	614.3	635.6
Maritime equipment (including containers)
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	262.9	263.1
Property, plant and equipment, net	190.1	198.9
Furniture, fixtures and office equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	102.2	97.7
Automotive equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	69.0	72.3
Construction-in-progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 22.0	$ 26.1

Goodwill and Other Intangible Assets - Intangible Assets and Goodwill (Details) - USD ($) $ in Millions	Dec. 30, 2022	Dec. 31, 2021	Jan. 01, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 422.9	$ 423.7	$ 424.0
Indefinite-lived intangible assets:
Trademarks	31.7	31.7
Definite-lived intangible assets:
Definite-lived intangible assets	150.4	150.4
Accumulated amortization	(47.1)	(39.3)
Definite-lived intangible assets, net	103.3	111.1
Goodwill and other intangible assets, net	$ 557.9	$ 566.5

Goodwill and Other Intangible Assets - Changes in the Carrying Amount of Goodwill (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 30, 2022	Dec. 31, 2021
Goodwill [Roll Forward]
Goodwill, beginning	$ 423.7	$ 424.0
Foreign exchange	(0.8)	(0.3)
Goodwill, ending	422.9	423.7
Fresh and Value-Added Products
Goodwill [Roll Forward]
Goodwill, beginning	359.4	359.5
Foreign exchange	(0.6)	(0.1)
Goodwill, ending	358.8	359.4
Banana
Goodwill [Roll Forward]
Goodwill, beginning	64.3	64.5
Foreign exchange	(0.2)	(0.2)
Goodwill, ending	$ 64.1	$ 64.3

Goodwill and Other Intangible Assets - Sensitivities of Goodwill and Indefinite-Lived Intangibles at Risk (Details) $ in Millions	Dec. 30, 2022 USD ($)
Banana \| Goodwill
Goodwill and Intangible Assets Disclosure [Line Items]
Intangible assets, including goodwill	$ 64.1
Approximate percentage by which the fair value exceeds the carrying value based on the annual impairment test	11.40%
Amount that a one percentage point increase in the discount rate and a 5% decrease in cash flows would cause the carrying value to exceed the fair value and trigger an impairment	$ 58.5
Prepared Food \| Remaining Del Monte Trademarks
Goodwill and Intangible Assets Disclosure [Line Items]
Intangible assets, including goodwill	$ 48.8
Approximate percentage by which the fair value exceeds the carrying value based on the annual impairment test	11.70%
Amount that a one percentage point increase in the discount rate and a 5% decrease in cash flows would cause the carrying value to exceed the fair value and trigger an impairment	$ 26.3
Prepared Food Reporting Unit \| Trademarks and Trade Names
Goodwill and Intangible Assets Disclosure [Line Items]
Intangible assets, including goodwill	$ 30.8
Approximate percentage by which the fair value exceeds the carrying value based on the annual impairment test	15.90%
Amount that a one percentage point increase in the discount rate and a 5% decrease in cash flows would cause the carrying value to exceed the fair value and trigger an impairment	$ 0.0

Goodwill and Other Intangible Assets - Estimated Amortization Expense (Details) $ in Millions	Dec. 30, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 6.9
2024	6.5
2025	6.4
2026	6.4
2027	$ 6.3

Goodwill and Other Intangible Assets - Narrative (Details) $ in Millions	12 Months Ended
	Dec. 30, 2022 USD ($)
Finite-Lived Intangible Assets [Line Items]
Goodwill accumulated impairment loss	$ 88.1
Goodwill and trademarks impairment charges	$ 0.0

Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Millions	Dec. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Trade payables	$ 295.9	$ 320.0
Accrued fruit purchases	37.3	45.2
Ship and port operating expenses	18.4	23.1
Warehouse and distribution costs	29.5	30.4
Payroll and employee benefits	78.2	76.4
Accrued promotions	27.1	29.2
Other accrued expenses	63.5	55.8
Accounts payable and accrued expenses	$ 549.9	$ 580.1
Other accrued expenses and accounts payable maximum risk percentage	5.00%

Income Taxes - Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Millions	Dec. 30, 2022	Dec. 31, 2021
Deferred tax liabilities:
Allowances and other accrued liabilities	$ (0.1)	$ (1.0)
Inventories	(17.1)	(15.7)
Property, plant and equipment	(75.7)	(73.6)
Equity in earnings of unconsolidated companies	(0.2)	(0.1)
Pension obligations	(2.6)	(4.6)
Other noncurrent deferred tax liabilities	(26.8)	(20.5)
ROU assets	(21.0)	(24.4)
Total noncurrent deferred tax liabilities	(143.5)	(139.9)
Deferred tax assets:
Allowances and other accrued assets	17.9	15.7
Inventories	5.9	4.6
Pension obligations	21.4	22.8
Property, plant and equipment	1.0	2.1
Post-retirement benefits other than pension	3.6	3.6
Net operating loss carryforwards	434.2	415.7
Capital loss carryover	2.1	2.4
Other noncurrent assets	93.9	56.2
Operating lease	22.9	25.8
Total noncurrent deferred tax assets	602.9	548.9
Valuation allowance	(483.5)	(424.8)
Deferred Tax Assets, Net of Valuation Allowance, Total	119.4	124.1
Net deferred tax liabilities	$ (24.1)	$ (15.8)

Income Taxes - Federal and Foreign Tax Operating Loss Carry-Forwards Expiring (Detail) $ in Millions	Dec. 30, 2022 USD ($)
Income Tax Disclosure [Abstract]
2022	$ 19.0
2023	6.2
2024	10.5
2025	22.8
2026 and beyond	44.4
No expiration	1,570.9
Federal and foreign tax operating loss carry-forwards	$ 1,673.8

Income Taxes - Narrative (Detail) - USD ($) $ in Millions	12 Months Ended
Income Taxes - Narrative (Detail) - USD ($) $ in Millions	Dec. 30, 2022	Dec. 31, 2021
Income Tax Contingency [Line Items]
Increased (decrease) in valuation allowance	$ 58.7
Federal and foreign tax operating loss carry-forwards	1,673.8
Accrual for uncertain tax positions, that, if recognized would affect the effective income tax rate	9.2	$ 7.5
Interest on income taxes accrued	$ 3.0	$ 2.5
Valuation Allowance, Deferred Tax Asset, Explanation of Change	12.3 million
Foreign Tax Authority [Member]
Income Tax Contingency [Line Items]
Estimate of possible loss	$ 160.2

Leases - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
Leases - Narrative (Details) - USD ($) $ in Millions	Dec. 30, 2022	Dec. 31, 2021	Jan. 01, 2021
Lessee, Lease, Description [Line Items]
Rent expense	$ 66.3	$ 61.9	$ 69.4
Proceeds from Sale of Property, Plant, and Equipment	8.7	17.5	39.5
(Loss) gain on disposal of property, plant and equipment, net	$ (1.9)	$ 4.6	$ 22.2
Lessee, Operating Lease, Renewal Term	12 months
Maximum
Lessee, Lease, Description [Line Items]
Terms for vessel charter agreements (in years)	4 months

Leases - Lease Assets and Liabilities (Details) - USD ($) $ in Millions	Dec. 30, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease right-of-use assets	$ 213.8	$ 199.0
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property, plant and equipment, net	Property, plant and equipment, net
Property, plant and equipment, net	$ 8.6	$ 9.9
Total lease assets	222.4	208.9
Current maturities of operating leases	41.6	37.0
Current maturities of debt and finance leases	1.3	1.3
Operating leases, less current maturities	147.3	136.0
Long-term debt and finance leases, less current maturities	7.3	8.6
Total lease liabilities	$ 197.5	$ 182.9
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Long-term debt and finance leases	Long-term debt and finance leases
Operating leases, Weighted-average remaining lease term (years)	6 years 6 months	6 years 7 months 6 days
Finance leases, Weighted-average remaining lease term (years)	5 years 8 months 12 days	6 years 7 months 6 days
Operating leases, Weighted-average discount rate (percentage)	5.23%	4.96%
Finance leases, Weighted-average discount rate (percentage)	2.91%	2.91%

Leases - Lease Costs (Details) - USD ($) $ in Millions	12 Months Ended
Leases - Lease Costs (Details) - USD ($) $ in Millions	Dec. 30, 2022	Dec. 31, 2021	Jan. 01, 2021
Leases [Abstract]
Finance lease cost, Amortization of lease assets	$ 1.4	$ 0.3	$ 0.0
Operating lease cost	66.3	61.9	69.4
Short-term lease cost	5.3	8.4	10.2
Variable lease cost	5.1	5.9	7.4
Total lease cost	78.1	76.5	87.0
Operating cash flows for operating leases	51.2	41.2	56.3
Financing cash flows for finance leases	1.3	0.3	0.3
Right-of-use assets obtained in exchange for new operating lease obligations	59.6	78.8	50.7
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability	$ 0.1	$ 9.9	$ 0.0

Leases - Operating and Finance Lease Maturities (Details) - USD ($) $ in Millions	Dec. 30, 2022	Dec. 31, 2021
Operating Leases
2023	$ 53.7
2024	48.1
2025	36.3
2026	30.2
2027	37.4
Thereafter	51.8
Total lease payments	257.5
Less: imputed interest	68.6
Total lease liabilities	$ 188.9
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Operating leases, less current maturities	Operating leases, less current maturities
Finance Leases
2023	$ 1.6
2024	1.6
2025	1.6
2026	1.6
2027	1.6
Thereafter	1.5
Total lease payments	9.5
Less: imputed interest	0.9
Total lease liabilities	$ 8.6

Debt - Narrative (Detail)		12 Months Ended
Debt - Narrative (Detail)	Oct. 01, 2019 USD ($)	Dec. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jan. 01, 2021 USD ($)	Sep. 13, 2022 USD ($)
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		$ 953,100,000
Payments of dividends, common stock		28,700,000	$ 23,700,000	$ 14,300,000
Cash payments of interest on long-term debt, net of amounts capitalized		23,500,000	19,900,000	20,600,000
Cash payments of interest on long-term debt, amounts capitalized		500,000	500,000	$ 2,300,000
Amount of committed working capital facilities applied to letter of credit facility		$ 33,900,000
Revolving Credit Facility \| Unsecured Debt
Debt Instrument [Line Items]
Term	5 years	5 years
Line of credit facility, maximum borrowing capacity	$ 900,000,000	$ 900,000,000.0			$ 1,100,000,000
Line of credit facility, increase (decrease)	$ 300,000,000
Debt Instrument, Covenant Description		25 million
Line of credit facility, capacity available for trade purchases		$ 150,000,000
Standby Letters of Credit
Debt Instrument [Line Items]
Term		364 days
Line of credit facility, maximum borrowing capacity		$ 25,000,000.0
LIBOR \| Revolving Credit Facility \| Unsecured Debt
Debt Instrument [Line Items]
Variable rate		1.375%
Other noncurrent assets \| Revolving Credit Facility \| Unsecured Debt
Debt Instrument [Line Items]
Capitalized debt issuance costs		$ 600,000	$ 1,300,000
Minimum \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt Instrument, Covenant Description		1.00
Minimum \| Revolving Credit Facility \| Unsecured Debt
Debt Instrument [Line Items]
Debt Instrument, Covenant Description		2.25
Minimum \| Eurodollar
Debt Instrument [Line Items]
Assumed variable interest rate	1.00%
Minimum \| Base Rate
Debt Instrument [Line Items]
Assumed variable interest rate	0.00%
Maximum
Debt Instrument [Line Items]
Credit Agreement term in percentage		50.00%
Maximum \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt Instrument, Covenant Description		3.50
Maximum \| Revolving Credit Facility \| Unsecured Debt
Debt Instrument [Line Items]
Debt covenant, consolidated leverage ratio	2.50
Debt Instrument, Covenant Description		3.25
Maximum \| Eurodollar
Debt Instrument [Line Items]
Assumed variable interest rate	1.50%
Maximum \| Base Rate
Debt Instrument [Line Items]
Assumed variable interest rate	0.50%

Debt - Schedule of Long-Term Debt and Finance Lease Obligations (Details) - USD ($) $ in Millions	Dec. 30, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Less: Current portion	$ (1.3)	$ (1.3)
Long-term debt and finance leases	$ 547.1	$ 527.7

Debt - Schedule of Line of Credit Facilities (Details) - USD ($)		12 Months Ended
	Oct. 01, 2019	Dec. 30, 2022	Sep. 13, 2022
Line of Credit Facility [Line Items]
Borrowing Limit		$ 953,100,000
Available Borrowings		388,600,000
Other working capital facilities
Line of Credit Facility [Line Items]
Borrowing Limit		28,100,000
Available Borrowings		$ 12,500,000
Revolving Credit Facility \| Unsecured Debt
Line of Credit Facility [Line Items]
Term	5 years	5 years
Interest Rate		5.55%
Borrowing Limit	$ 900,000,000	$ 900,000,000.0	$ 1,100,000,000
Available Borrowings		$ 360,200,000
Standby Letters of Credit
Line of Credit Facility [Line Items]
Term		364 days
Borrowing Limit		$ 25,000,000.0
Available Borrowings		$ 15,900,000

Earnings (Loss) Per Ordinary Share (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended								12 Months Ended
	Dec. 30, 2022	Sep. 30, 2022	Jul. 01, 2022	Apr. 01, 2022	Dec. 31, 2021	Oct. 01, 2021	Jul. 02, 2021	Apr. 02, 2021	Dec. 30, 2022	Dec. 31, 2021	Jan. 01, 2021
Numerator:
Net income attributable to Fresh Del Monte Produce Inc.	$ 18.3	$ 33.3	$ 21.2	$ 25.8	$ (11.2)	$ 1.3	$ 47.2	$ 42.7	$ 98.6	$ 80.0	$ 49.2
Denominator:
Weighted average number of ordinary share - Basic (shares)									47,790,920	47,508,208	47,569,794
Effect of dilutive securities - share-based employee options and awards (shares)									152,544	193,189	90,806
Weighted average number of ordinary share - Diluted (shares)									47,943,464	47,701,397	47,660,600
Antidilutive Options and Awards (shares)									103,148	2,039	55,153
Net (loss) income per ordinary share attributable to Fresh Del Monte Produce Onc.:
Basic (usd per share)	$ 0.38	$ 0.70	$ 0.44	$ 0.54	$ (0.24)	$ 0.03	$ 0.99	$ 0.90	$ 2.06	$ 1.68	$ 1.03
Diluted (usd per share)	$ 0.38	$ 0.69	$ 0.44	$ 0.54	$ (0.24)	$ 0.03	$ 0.99	$ 0.90	$ 2.06	$ 1.68	$ 1.03

Retirement and Other Employee Benefits - Roll Forward of AOCI Balances (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 30, 2022	Dec. 31, 2021
(Decrease) Increase In Accumulated Other Comprehensive Income Loss Before Tax [Roll Forward]
Net gain (loss) during the year	$ (3.1)	$ (2.4)
Pension plans \| Foreign Plan
(Decrease) Increase In Accumulated Other Comprehensive Income Loss Before Tax [Roll Forward]
Net gain (loss) during the year	(1.8)	(1.1)
Pension plans \| United States
(Decrease) Increase In Accumulated Other Comprehensive Income Loss Before Tax [Roll Forward]
Accumulated other comprehensive (loss) gain at beginning of plan year	(7.8)	(9.6)
Amortization of net losses recognized during the year	0.5	0.5
Net gain (loss) during the year	(0.2)	1.3
Currency exchange rate changes	0.0	0.0
Accumulated other comprehensive (loss) gain at end of plan year	(7.5)	(7.8)
Pension plans \| United Kingdom
(Decrease) Increase In Accumulated Other Comprehensive Income Loss Before Tax [Roll Forward]
Accumulated other comprehensive (loss) gain at beginning of plan year	0.8	(7.4)
Amortization of net losses recognized during the year	0.1	0.1
Net gain (loss) during the year	(9.1)	8.7
Currency exchange rate changes	(0.2)	(0.6)
Accumulated other comprehensive (loss) gain at end of plan year	(8.4)	0.8
Post-retirement plans \| Central America
(Decrease) Increase In Accumulated Other Comprehensive Income Loss Before Tax [Roll Forward]
Accumulated other comprehensive (loss) gain at beginning of plan year	(1.0)	(7.5)
Amortization of net losses recognized during the year	0.1	0.0
Net gain (loss) during the year	3.7	6.6
Currency exchange rate changes	0.0	(0.1)
Accumulated other comprehensive (loss) gain at end of plan year	$ 2.8	$ (1.0)